Free New York Corporate Bylaws Template

Corporate bylaws are the internal rules a New York corporation adopts to govern itself. Section 601 of the Business Corporation Law covers them, and where it sits tells you a lot.

Section 601 opens Article 6, which is headed shareholders. New York corporate bylaws are framed as a shareholder subject, and board involvement is something the shareholders or the certificate have to grant.

Subsection (a) handles authority. Subsection (b) handles contents.

Only Incorporators Adopt the First Set

The incorporator or incorporators adopt the initial by-laws at the organization meeting. Section 601 names neither the board nor the shareholders for that first step.

Then Shareholders Take Over

Afterwards, and subject to section 613, a majority of the votes cast by shares then entitled to vote in the election of any directors can adopt, amend, or repeal by-laws.

Board Power Is a Grant, and Can Carry a Higher Bar

Where the certificate of incorporation or a shareholder-adopted by-law so provides, the board may also act, by whatever vote is specified. That specified vote may be greater than the vote the chapter would otherwise require.

Whatever the board does stays reversible. Shareholders entitled to vote may amend or repeal any by-law the board adopts.

Incorporator By-Laws Count as Shareholder By-Laws

Subsection (a) closes with a definition: any reference in the chapter to a shareholder-adopted by-law takes in one the incorporators adopted.

Only where it holds that power, and the grant has to come from one of two places. Section 601(a) names the certificate of incorporation or a by-law adopted by the shareholders.

The grant can be tuned rather than simply switched on. Because the specified vote may exceed what the chapter otherwise requires, a corporation can let its board act while setting a supermajority threshold.

Shareholders never lose the last word. Board-adopted by-laws stay open to shareholder amendment or repeal however the grant reads.

Adopting New York corporate bylaws starts with the incorporators, which shapes everything after it.

1. File your certificate of incorporation to form the corporation.
2. Hold the organization meeting, since subsection (a) ties initial adoption to it.
3. Have the incorporators adopt the by-laws, covering meetings, voting, directors, officers, and shares.
4. Settle any board grant, choosing between the certificate and a shareholder by-law, and fixing the vote it requires.
5. Minute the adoption with the date and the incorporators named.
6. Keep the signed copy with your corporate records and update it after amendments.