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Free Washington DC Corporate Bylaws Template

Corporate bylaws are the internal rules your Washington DC corporation runs on, covering meetings, votes, and officer authority. Document Genius walks you through each section and has yours ready to download in minutes.

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What Are Corporate Bylaws in Washington DC?

Corporate bylaws are the internal rules a corporation adopts to govern its own affairs. In the District, they sit at section 29-302.06 of the DC Official Code, part of the Business Organizations Code the Council enacted in 2011.

Washington DC corporate bylaws are governed by a single jurisdiction rather than a state and county layer. There is no county recorder in the picture, and nothing about bylaws is filed anywhere.

Washington DC Requirements for Corporate Bylaws

Section 29-302.06 has two subsections, and a related section deals with board size.

Adoption Is Mandatory

Subsection (a) states that the incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. The verb is shall, not may, and either group can do it.

What They May Contain

Subsection (b) permits any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. The District prescribes no statutory form and requires no set clause.

Board Size Can Live in the Bylaws

Section 29-306.03(b) provides that the number of directors may be increased or decreased by amendment to, or in the manner provided in, the articles of incorporation or the bylaws. Putting the mechanism in the bylaws is therefore an option, and it usually makes later changes simpler.

Section 29-306.03(c) adds that shareholders elect directors at the first annual meeting and at each annual meeting after it, unless staggered terms apply under section 29-306.06.

Are Corporate Bylaws Required in Washington DC?

Yes. Section 29-302.06(a) uses shall, which puts the District among the jurisdictions that direct corporations to adopt initial bylaws rather than merely permitting it.

Either the incorporators or the board may carry it out, so the duty does not wait for a seated board. In practice most corporations handle bylaws at the first organizational meeting.

Adoption is not the same as filing, though. Nothing in section 29-302.06 sends the bylaws to the District government, so they stay in your corporate records.

Decide early whether board size lives in your articles or your bylaws. Section 29-306.03(b) allows either, and changing a number held in the bylaws is generally the lighter process of the two.

How to Adopt Corporate Bylaws in Washington DC

Adopting Washington DC corporate bylaws is an internal step with no District filing attached.

  1. Incorporate first by filing your articles of incorporation.
  2. Decide who adopts. Section 29-302.06(a) allows the incorporators or the board.
  3. Draft the bylaws, including the method for setting the number of directors if you keep that here rather than in the articles.
  4. Adopt them and minute it, noting the adopting group and the date.
  5. Store the signed copy with your corporate records and replace it after every amendment.