Among the first steps you should take when forming your corporation is writing the organization’s bylaws. Your bylaws serve as a legal document dictated by your Board of Directors that defines organizational processes and duties.
Not to be confused with Articles of Incorporation, bylaws provide structure and rules to direct the operations of your corporation. Articles of Incorporation, on the other hand, establish the existence of your business in the state of which you are operating.
There are no fees associated with your bylaws and there are no filing requirements in Wyoming. Your corporate bylaws are not public-facing, rather they are for internal use and amendable at any point of your choosing. However, your bylaws should outline a process for amendment to follow whenever you do so.
The information included in your corporate bylaws will differ for each organization. However, some typical components often included are the following:
Corporation Information and Purpose: This includes your corporation’s identifying information, such as its name, office location, and a private or public designation for matters relating to company stock ownership. Also, include your corporation’s purpose, which outlines its reason for existence.
Board of Directors: This is the organization’s governing body. In your bylaws, include the names of the directors on the board and their tenure, the total number of directors on the board, and the number of present directors that signifies a quorum. It also outlines the board member powers and how to fill any vacancies.
Officers: Officers are board members that perform specific duties. Common officer roles are President, Secretary, or Treasurer. Include information on the duties and responsibilities of these officers. Also, include the election and replacement process for officers, as well as how long their terms last.
Committees: This section lists any committees and the roles they have within the organization. Detail the formation of these committees, how roles are appointed, and the duties assigned to the committee. Examples of common committee types are for membership, nominating, or executive matters.
Meetings: All annual or regular board meetings that take place should be listed. The information should include meeting time and location, notification requirements for the board and members, as well as any attendance requirements. If there is a vote scheduled for the meeting, there must be consensus on a quorum.
Conflicts of Interest: Be certain to list any conflicts of interest that may exist within the organization. This will shield from any potential IRS penalties incurred from problems like unfair distribution of benefits to officers or directors. For example, the board should exclude any shareholder from voting in matters that the owner has a financial interest. List any potential conflicts at the onset to avoid problems.
Generally, bylaws end up being complex documents with both legal and tax requirements that correspond to your state and its particular set of regulations. Enlisting the services of an attorney can guarantee accurate compliance and comprehensive drafting of your bylaws. An expert can help ensure that your organization complies with all the necessary State of Wyoming tax and business regulations.