CaseMark Corporate Bylaws
Produces a complete, internally consistent set of bylaws matched to the corporation's Articles, jurisdiction, ownership structure, and governance philosophy.
Prerequisites
- Articles of Incorporation — filed copy; extract: legal name, state, authorized share classes/counts, par value, liability/indemnification provisions, bylaw amendment restrictions
- State statute — identify jurisdiction; research mandatory vs. default provisions, notice periods, quorum floors, virtual meeting rules, indemnification scope
- Governance intake — ownership structure (closely-held vs. dispersed), IPO plans, board size/structure, voting standard preference, cumulative voting stance, written consent policy, officer positions
Quick Start
Draft bylaws using Articles I–IX below. Flag unresolved choices with [CLIENT CHOICE] and statutory questions with [VERIFY: jurisdiction].
Article Structure
I — Corporate Identity
- Name: exact match to filed Articles including designator
- Purpose: general business clause unless professional/benefit corp requires specificity
- Principal office: full address; board may relocate without amendment
- Registered office: distinguish from principal; reference statutory agent
II — Shareholders
Meetings
- Annual: board-determinable date within 13 months of prior; in-person/virtual/hybrid
[VERIFY: jurisdiction] - Special: called by board, Chair, CEO, or shareholders holding
___% (10% closely-held; 25%+ dispersed)
Notice: 10–60 days (verify state floor); state date/time/place; special meetings must describe purpose; specify deemed-given rules per delivery method
Quorum & Voting
- Quorum: majority of outstanding voting shares (may reduce to 1/3 in most states)
- Routine matters: majority of shares present at quorum
- Fundamental transactions: majority or supermajority of all outstanding
[CLIENT CHOICE] - Cumulative voting: include mechanics or expressly disclaim
[CLIENT CHOICE]
Proxies: written or electronic; 11-month default duration; revocable unless coupled with interest
Written Consent: permitted or prohibited [CLIENT CHOICE] — prohibit if IPO anticipated; if permitted, specify threshold and notice to non-consenting shareholders
III — Board of Directors
Composition: fixed number or range with board discretion [CLIENT CHOICE]
Structure
| Type | Use Case |
|---|---|
| Unitary (annual) | Shareholder accountability; preferred for closely-held |
| Classified (2–3 yr terms) | Continuity; takeover defense |
Voting standard: plurality (seats always filled) or majority with resignation/holdover policy [CLIENT CHOICE]
Removal: with or without cause [CLIENT CHOICE]; majority or supermajority of outstanding shares
Meetings: quarterly minimum for regular (no notice if pre-scheduled); special called by Chair, CEO, or 2 directors; quorum = majority of directors in office; action = majority present; remote permitted; unanimous written consent in lieu
Conflicts: mandatory disclosure; interested director abstains; safe harbor = disinterested director/shareholder approval [VERIFY: jurisdiction]
IV — Officers
Required (verify state minimums): President/CEO, Secretary, Treasurer/CFO
Authorities
| Officer | Core Authority |
|---|---|
| CEO/President | General supervision; execute contracts within board thresholds; hire/terminate |
| Secretary | Minutes, stock ledger, notices, record authentication, seal custody |
| CFO/Treasurer | Funds custody, financial records, banking, checks/EFTs within board limits |
Board may create additional positions by resolution. Board may remove any officer with or without cause (does not affect employment contract rights).
V — Committees
Formed by board resolution. Non-delegable functions (statutory): amend Articles/bylaws, approve mergers/asset sales, declare dividends, authorize shares beyond limits, fill board vacancies (check state law).
Standing committees to consider: Audit (financial integrity, auditor oversight), Compensation (executive pay, equity plans), Nominating/Governance (candidates, evaluations) — all composed of independent directors.
VI — Capital Stock
- Form: certificated or uncertificated book-entry
[CLIENT CHOICE] - Issuance: per board resolution within Articles limits
- Transfers: record in stock ledger; require proper endorsement; may refuse non-compliant transfers
- Lost certificates: affidavit + indemnity bond (
___× value) + replacement fee
VII — Indemnification
- Mandatory: directors/officers wholly successful on merits — indemnify all expenses
- Permissive: directors, officers, may extend to employees/agents — requires good faith standard (civil: best interests; criminal: no reasonable cause to believe unlawful)
- Prohibited: liability to corporation in derivative action; improper personal benefit
- Expense advancement: mandatory or permissive
[CLIENT CHOICE]; require repayment undertaking (need not be secured) - D&O insurance: explicitly authorize, including unindemnifiable liabilities
- Savings clause: rights non-exclusive; maximum protection permitted by law
VIII — Financial and Administrative
- Fiscal year: calendar or
___; board may change by resolution - Books/records: maintain at principal office; identify shareholder inspection rights per statute
- Contract execution: tiered approval thresholds (officer / CEO / board) by dollar amount
- Checks/EFTs: designated officers; co-signature above
$___ - Seal: optional; authorize use and custody
IX — Amendments
| By | Vote | Scope |
|---|---|---|
| Board | Majority at quorum | All unless Articles reserve to shareholders |
| Shareholders | Majority of outstanding (supermajority for protected provisions) | All |
Supermajority protection (2/3 or 3/4) for: indemnification, quorum floors, fundamental transaction thresholds, amendment provision itself [CLIENT CHOICE]. Verify Articles for restrictions on board amendment authority.
Checks
- Articles supremacy: cross-check every provision — Articles prevail in any conflict
- Mandatory vs. default: only opt out of defaults with specific governance reason
- Closely-held vs. dispersed: simplify formalities for closely-held (lower quorums, broader consent); tighten for dispersed
- IPO readiness: if anticipated, align with NYSE/Nasdaq standards — prohibit written consent, adopt majority voting, expand independent director requirements
- Internal consistency: verify all cross-references, defined terms, quorum thresholds, notice periods, and voting standards
- Citations: mark all statutory references with
[VERIFY]— do not assert section numbers without confirming current codification - Jurisdiction: Delaware GCL differs materially from MBCA defaults — confirm applicable statute before drafting