A corporation’s bylaws are written rules by which the corporation, its officers, directors, and shareholders must abide. They establish how the company is ruled and what are the duties and obligations of its officers, directors, and shareholders. Unlike the articles of incorporation, there is no obligation to file the bylaws with the Nevada Secretary of State.
Most bylaws will contain (remembering that the officers and directors will be legally required to adhere to the standards. Importantly, if they are sued, the bylaws are the standard against which their actions will be judged):
- The general powers given to any corporation by Nevada statute (govern its own affairs, provide for succession, sue or be sued, make contracts, appoints and pay (if desired) its officers and directors, make bylaws consistent with Nevada law, engage in lawful activities, and to wind up and dissolve itself if desired;
- The issuance and allowable method transfer/sale of the corporation’s stock;
- The method and frequency of director, stockholder, and special meetings;
- The number of members of the board of directors, the number constituting a quorum, the number of votes needed for regular and special matters to pass, term limits of board members, removal of board members,
- A statement limiting the personal liability of board members; and
- Method for changing the bylaws (unless the articles of incorporation limit that ability pursuant to NRS 78.120).
Hon. Jay Young (Ret.) is a retired judicial officer with decades of experience presiding over complex civil litigation matters. Following a distinguished career on the bench, Judge Young now serves as a mediator, arbitrator, and court‑appointed special master, and discovery referee. Judge Young brings a disciplined, impartial, and results‑oriented approach to dispute resolution. Judge Young is based in Nevada and accepts appointments statewide and nationally, subject to agreement or court order. He can be reached at 855.777.4557 or info@armadr.com
Known for judicial temperament, analytical rigor, and practical problem‑solving, Judge Young assists litigants and counsel in resolving high‑stakes disputes efficiently and with integrity and employing best practices. He is recognized by U.S. News and World Report’s publication Best Lawyers as Arbitration Lawyer of the Year.