Rules Were Meant to Be Broken…Not Bylaws! A Comprehensive Guide to creating A+ Corporate Guidelines

Imagine that you are playing your favorite board game, but suddenly there are no rules. Everyone is moving pieces haphazardly, some are hoarding cards, and someone just declared themselves the winner out of nowhere. Utter chaos ensues, and you are left wondering why you even started playing in the first place. However, having Bylaws in place ensures that everyone plays fair in the game of business. Let us delve into and unveil the importance of bylaws and their role in making businesses not just survive but thrive.

Playing the fair game: What are Bylaws?

Bylaws are basically the “rules of the road” for how an association operates day-to-day. They provide a roadmap of legal guidelines and protocols that the association’s leaders must adhere to when making choices or carrying out business activities. In any association or organization, having well-defined bylaws play a crucial role in maintaining a sense of order and consistency in how tasks are accomplished. 

In Pennsylvania, corporate bylaws do the same thing for companies – they create a framework for the company’s organizational structure and operations. The bylaws will spell out policies on important issues like appointing leadership roles, holding shareholder and board meetings, and handling any conflicts of interest that come up. Well-written bylaws help provide order and smooth functioning for a PA corporation.

So in plain terms, association and corporate bylaws are just the ground rules that associations and companies need to put in place to provide a solid structure for how to run things on the inside. They give guidance on procedures, decision-making, and managing internal policies.

Articles vs. Bylaws: The Movie Trailer vs. The Script

The articles of association give a high-level overview of what an association is all about – kind of like an introduction. It lays out the basic framework and structure, along with general details that are publicly available. But amending the articles of association can be a big hassle requiring legal fees.

The bylaws, on the other hand, get into the nitty-gritty of how things actually operate in an association. Bylaws are not meant for the public eye as they contain inside information on the specific procedures and rules for how things work day-to-day.  Bylaws can link to particular laws relevant to the association too.They are intended to be modified more freely as an organization evolves.

So in everyday terms, the articles of association are like the association’s resume – an overview for public viewing. The bylaws are more like the employee handbook – a practical guide for internal use that can be updated as needed. The articles set the stage, while the bylaws handle the details.

Why are corporate bylaws the backbone of your business?

While bylaws are intended for internal use and do not have to be officially filed anywhere, they still carry important legal weight for a corporation. Even though bylaws are not a public document, they have a major impact on how a Pennsylvania corporation operates and is structured:

Laying down the rules:

A key purpose of corporate bylaws is to establish clear rules and roles for how the company will operate and make decisions. Bylaws get specific about who’s in charge of what. They outline how directors and officers get appointed or replaced. Bylaws also detail how votes happen and how meetings should run – from creating agendas to taking minutes. Jotting down these bylaws gives everyone a clear understanding of how our company is set up and runs day-to-day. This helps prevent potential disputes or confusion that could hold up important business matters. 

Seal of legitimacy:

While corporate bylaws are intended for internal use, you may still need to share them with outside parties at times. For example, potential investors, banks, or landlords could request to see the bylaws to confirm you have the proper authority to open accounts, sign agreements, or lease property as a representative of the corporation.

If there ever is a lawsuit, having accurate corporate records and bylaws demonstrates you are running as a legitimate corporation. This is key for maintaining the legal protections of limited liability status. So even though bylaws are meant as an internal document, keeping them updated provides credibility and assurance when dealing with important external entities.

Pennsylvania’s Stance on Bylaws

Pennsylvania’s statutes do not explicitly state that you need corporate bylaws. However, Pennsylvania Consolidated Statute § 1310 implies the necessity of bylaws by stating that an organizing meeting “shall be held… for the purpose of adopting bylaws.”

Association Bylaws: From Idea to Implementation

If you are feeling stuck on how to begin drafting your association’s bylaws, looking at what’s typically covered can help kickstart the process.

  • Setting up Foundation
    • Include both the official name of your association and any alternate names or abbreviations commonly used. 
    • Begin with a comprehensive research phase to understand local laws and insights from similar association bylaws. 
  • Defining Roles
    • Much like assigning characters in a play, your bylaws should define the roles of members, board, committees, and groups. This clarity avoids clashes and confusion. 
    • Specifically detail eligibility, nomination methods, term limits, attendance requirements, powers, and impeachment procedures for each role.
    • Collaboratively form a committee to write the bylaws, deciding on writing roles and review processes. 
  • Election Choreography
    • Elections are the star-studded events. Define the nomination and election process, along with term lengths. Consider it casting the best actors for the roles. 
    • Organize the document with a table of contents and consider dividing sections based on expertise. 
  • Membership Magic
    • Outline membership criteria, rights, responsibilities, and how they can be revoked. It is the script that members must follow. 
    • Establish clear guidelines for membership fees and any processes related to them. 
  • Voting Drama
    • Highlight who gets to cast votes and the scenarios that require unanimous nods or majority agreement. Think of it as scripting the climax of a play. 
    • Detail out the voting procedures, such as frequency of votes, participants, agendas, and minute-taking. 
  • Financial Foundations
    • Address financial matters by detailing income sources, expenses, bookkeeping, financial reporting, and potential audits. 
  • Evolutionary Amendments
    • Just as characters grow, so should your bylaws. Detail how amendments are proposed, discussed, and voted upon. 
    • After drafting, convene the committee to review, discuss, and refine the bylaws, ensuring fairness and equitable distribution of power. 
    • Before finalizing, always seek legal input to ensure you’re compliant with local regulations and the foundation is solid.

Navigating Chaos with Attorney Expertise: Conclusion 

Under Pennsylvania law, corporate bylaws are considered legally binding documents. The state statutes make clear that bylaws are mandatory rules that all shareholders and stakeholders in the company must follow. If a corporation doesn’t adhere to its own established bylaws, that opens the door to potential legal troubles down the road. 

A corporation that fails to stick to its own bylaws will be exposing the corporation to potential legal headaches and even lawsuits. This is where an experienced attorney enters the stage. An attorney can provide nuanced insights, ensuring compliance with Pennsylvania statutes and regulations, mitigating potential risks, and tailoring the bylaws to your specific business needs. Their expertise offers a shield against legal vulnerabilities, safeguarding your company’s journey towards growth and prosperity. Guided by legal experts, your company’s performance becomes a masterpiece, free from confusion, chaos, and unnecessary legal confrontations.


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