Free Pennsylvania Corporate Bylaws Template

Corporate bylaws are the internal rules a Pennsylvania corporation adopts to govern itself. Section 1504 of Title 15 covers them, under the heading adoption, amendment and contents of bylaws.

Most states leave the mechanics of a bylaw vote to the corporation. Pennsylvania corporate bylaws are different, because the statute itself dictates what shareholders must receive before they vote.

Subsection (a) sets the default. Subsections (b) and (d) put limits around it.

Shareholders Hold the Power

Except as the subpart otherwise provides, the shareholders entitled to vote have the power to adopt, amend, and repeal the bylaws of a business corporation.

The Bylaws Can Vest Authority in the Board

Authority may be expressly vested in the board of directors, subject to the shareholders’ power to change that action. Note where the grant lives: the bylaws themselves, not the articles.

Notice Must Carry the Wording

For a shareholder meeting, written notice must tell each shareholder that a purpose of the meeting is to consider adopting, amending, or repealing the bylaws. The notice must also include or enclose a copy of the proposed amendment, or a summary of the changes it would make.

Subjects the Board Can Never Reach

Subsection (b) puts a floor under shareholder authority. Apart from the organization meeting under section 1310(a), or the articles to the extent section 1306(b) allows, the board may not adopt or change a bylaw on any subject the subpart commits expressly to the shareholders.

The section then lists where those subjects sit, including authorized shares under 1521, personal liability of directors under 1713, the board of directors under 1721, selection and removal of directors under 1725 and 1726, voting rights of directors under 1729, quorum under 1756, and shareholder action under 1757.

Written notice that names the purpose, plus the substance of the change. Section 1504(a) asks for both, and the second part is the one corporations overlook.

You have a choice of format. Either enclose a copy of the proposed amendment, or include a summary of the changes it would bring about.

Build it into your process rather than treating it as a formality. A meeting called without the wording attached leaves the resulting amendment open to challenge on a point that was easy to get right.

Adopting Pennsylvania corporate bylaws is internal, though the notice rule shapes every later change.

1. Bring the corporation into being by filing your articles of incorporation.
2. Hold the organization meeting under section 1310(a), which subsection (b) treats as an exception to the board’s limits.
3. Draft the bylaws, sweeping through meetings, quorum, directors, officers, and shares.
4. Decide whether to vest board authority, writing the grant into the bylaws if you want it.
5. For any later shareholder vote, send notice naming the purpose and attaching the wording or a summary.
6. File the signed set with your corporate records and reissue it after each amendment.