I'mBoard's Bylaws

As soon as your company is set up, it is born with a by-laws document. Consider it the architectural blueprint of your organization, shaping both routine operations and strategic decisions. Learn the role of bylaws, key structures, insights, and examine how they vary across different authorities or jurisdictions.
Many times you’ll see people refer to this document as bylaws, by-laws or even bilaws, the last of which is a common mistake. Sometimes even bylaw. All refer to the same document. We prefer the hyphenated version, but are acceptable, sometimes it’s ok to be lazy and drop it.

What Role Do Your Company’s Bylaws Play in Corporate Governance?

By-laws serve as the guiding framework for your board of directors and executive team, influencing crucial aspects of corporate governance. From decision-making processes to conflict resolution, by-laws ensure that operations run smoothly. They are the underpinning structures that clarify roles, streamline procedures, and maintain order within the company.

Moreover, bylaws detail essential operational elements such as the roles of executive officers, the timing and conduct of board meetings, and effective communication protocols with shareholders. This clarity in roles and processes fosters a unified approach to decision-making, boosting cohesion and efficiency across your organization.

What Is the Main Structure of Company Bylaws?

Understanding the structure of your company’s by-laws is crucial. They are typically divided into several key sections.

Key Sections of By-laws

• Board of Directors (bod): Composition, qualifications, terms of office, and election processes.
• Meetings of the Board: Scheduling, notice requirements, quorum, and voting protocols.
• Committees: Roles, powers, and composition.
• Officers: Duties of key officers like the CEO and CFO.
• Shareholder Meetings: Procedures for calling and conducting meetings.
• Fiscal Matters: Financial policies and auditing requirements.
• Amendments: Procedures for modifying bylaws.

Each section is crafted for clarity, simplifying governance for new board members and executives.

How Do Bylaws Differ in Delaware, UK, and Israel?

We briefly discuss these countries/authorities due to their high concentration of startup activities, as indicated by recent research.
The legal environment where your company operates significantly impacts its by-laws. The jurisdictions of Delaware, the United Kingdom, and Israel provide distinct frameworks that can shape the bylaws indifferent ways:

Delaware (USA)

Delaware is a business-friendly jurisdiction preferred by many U.S. corporations (Harvard Business Review, 2023). Bylaws here focus on flexibility in management and governance structures, allowing companies to tailor detailed provisions on board composition, shareholder rights, and officer roles. Delaware law also permits the board to delegate substantial authority to committees or officers, a feature that can significantly impact the bylaws’ structure.

United Kingdom

In the UK, the equivalent of bylaws are known as ‘Articles of Association’. These documents are more rigid compared to Delaware, emphasizing statutory compliance over flexibility.  The UK Companies Act outlines how by-laws should manage director appointments, shareholder meetings, and dividend policies. It also requires that directors must promote the company’s success in the best interests of employees, shareholders, and the broader community (PwC, 2024).

Israel

Israeli corporate bylaws are influenced by both company law and local business culture. Bylaws in Israel must address specific requirements about board structure, transparency, and shareholder rights, reflecting the country’s focus on technology and startup ventures. Additionally, Israeli bylaws typically include provisions on how to handle conflicts of interest, particularly in high-tech companies where rapid growth and investment opportunities can create unique challenges.

While our discussion has primarily centered on Delaware, the UK, and Israel, you must understand that by-laws can vary significantly globally. In some regions, bylaws may resemble internal company policies, whereas in others, they carry legal significance akin to that in the US. For companies with international operations, understanding these differences is essential.

How Do Bylaws Relate to Other Corporate Documents?

Bylaws don’t operate in a vacuum. They work together with other key documents that govern your company:

• Articles of Incorporation: Often confused with bylaws, the articles of incorporation establish the company’s existence under the law and include basic information like the company’s name, type of corporate structure, and the address. The bylaws go further by detailing the rules for the company’s internal management and governance.
• Shareholder Agreements: While bylaws set out the governance framework, shareholder agreements are contracts among shareholders that specify additional rights     and obligations. These agreements can override bylaws in certain areas, such as transfer of shares, voting rights, and dividend policies.
• Operating Agreements: For LLCs, the operating agreement plays a role like bylaws in corporations. It outlines how the business is run, including provisions for management, distributions, and changes in membership.

Understanding the interplay between these documents is crucial for ensuring that they complement rather than contradict each other, providing a solid legal foundation for the company’s operations.

How Do You Find and Understand Key Sections in Bylaws?

Deciphering corporate by-laws can be overwhelming, particularly for new leaders. Here are some practical tips to effectively find and understand the most important sections:

• Utilize the Table of Contents: Most by-laws will have a detailed table of contents that can guide you to the specific sections you need, saving time     and effort.
• Look for Keywords: If you’re searching for information on specific governance issues like ‘dividend policies’ or ‘board meetings’, use the     search function in digital documents to find relevant sections quickly.
• Understand Common ‘Gotchas’: Be aware of clauses that might seem inconsequential but can have significant implications, such as those governing the removal     of directors or special voting rights.
• Consult with Legal Experts: Especially when dealing with bylaws across different jurisdictions or when drafting new bylaws, consulting with legal     experts who understand local laws and corporate governance can prevent future legal challenges.

By focusing on these areas, CEOs and board members can more effectively utilize corporate bylaws as strategic tools in governance and ensure their actions are always within the bounds of legal and operational frameworks.

Conclusion: Maximizing the Impact of By-laws for Strategic Governance

Throughout this discussion in this blog, we’ve explained how bylaws function as an important document for stronger governance and strategic management. For CEOs of VC-backed companies, mastering these documents means ensuring compliance with legal standards while fostering a governance environment that promotes transparency, efficiency, and growth. Regularly revisiting and updating your bylaws becomes essential to address new challenges and capitalize on emerging opportunities.

To ensure your bylaws align perfectly with your strategic goals, consider reaching out to a legal expert. For a deeper dive into optimizing your governance framework with advanced AI tools, visit I’mBoard’s‘Get Started’ page and unlock the power of AI for smarter board decisions. Transform your boardroom efficiency today.

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FAQ

What is the main purpose of company bylaws in corporate governance?

Company bylaws serve as the internal operating manual that governs how a corporation functions, defining board structure, meeting procedures, voting requirements, and officer roles. They establish the framework for decision-making authority and accountability within the organization. Bylaws are legally binding on directors, officers, and shareholders, and they must comply with state corporate law. Unlike articles of incorporation filed with the state, bylaws are typically kept internal and can be amended more easily to adapt to changing business needs.

How do Delaware bylaws differ from UK and Israeli corporate governance documents?

Delaware bylaws are internal corporate documents that complement the certificate of incorporation, while UK companies operate under Articles of Association filed with Companies House that serve a similar combined purpose. Israeli companies use Articles of Association (Takanon) that must be registered and are publicly accessible, unlike Delaware’s private bylaws. Delaware offers maximum flexibility in bylaw provisions under the Delaware General Corporation Law, making it the preferred jurisdiction for 68% of Fortune 500 companies. Each jurisdiction has distinct requirements for amendment procedures and shareholder rights.

What key sections should be included in startup company bylaws?

Essential bylaw sections include: board composition and size, director election and removal procedures, meeting notice requirements and quorum thresholds, voting procedures for board and shareholder decisions, officer titles and duties, stock issuance and transfer restrictions, amendment procedures, and indemnification provisions. The DGCL Section 109 requires that bylaws address the corporation’s internal affairs. Most startup bylaws also include provisions for written consent in lieu of meetings, committee formation authority, and conflict of interest policies to ensure efficient governance as the company scales.

How do bylaws relate to other corporate governance documents?

Bylaws work in hierarchy with other corporate documents: the certificate of incorporation is the supreme governing document filed with the state, bylaws provide detailed operational rules that cannot contradict the certificate, and board resolutions implement specific decisions within the bylaw framework. Shareholder agreements may add contractual obligations among investors but cannot override properly adopted bylaws. The Delaware Court of Chancery has consistently held that in conflicts between these documents, the certificate of incorporation prevails, followed by bylaws, then shareholder agreements and board resolutions.

Can company bylaws be amended and who has the authority to change them?

Bylaw amendment authority depends on provisions in the certificate of incorporation and the bylaws themselves. Under DGCL Section 109, shareholders always retain the power to amend bylaws, while board amendment authority must be explicitly granted in the certificate of incorporation. Most Delaware startups grant concurrent amendment power to both the board and shareholders, with some provisions requiring supermajority votes. Best practice recommends requiring board approval for operational changes and shareholder approval for fundamental governance modifications affecting shareholder rights or board structure.

Part of our Startup Governance Guide — A comprehensive resource on corporate governance for startups.

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• Startup Board of Directors Responsibilities: Part 2
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