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In our last post, we discussed Articles of Incorporation.  In this post, we discuss a corporation’s bylaws.  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):

  1. 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;
  2. The issuance and allowable method transfer/sale of the corporation’s stock;
  3. The method and frequency of director, stockholder, and special meetings;
  4. 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,
  5. A statement limiting the personal liability of board members; and
  6. Method for changing the bylaws (unless the articles of incorporation limit that ability pursuant to NRS 78.120).
About the Author

Jay Young is a Las Vegas, Nevada attorney. His practice focuses on business law, business litigation, and acting as an Arbitrator and Mediator. Peers have named him an AV-Rated Lawyer, Best Lawyers, a Top 100 Super Lawyers in the Mountain States multiple years, and to the Legal Elite and Top Lawyers lists for many years. Mr. Young has been appointed a part time Judge, a Special Master to the Clark County, Nevada Business Court, as an arbitrator by the Nevada Supreme Court. He has been appointed as an arbitrator or mediator of well over 250 legal disputes from business disputes to personal injury matters. He has been named Best Lawyers for Arbitration. Mr. Young is a respected author of ten books, including A Litigator’s Guide to Federal Evidentiary Objections, A Litigator’s Guide to the Federal Rules of Evidence, and the Federal Court Civil Litigation Checklist.
Mr. Young can be reached at 702.667.4868 or at jay@h2law.com.

 

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