Bylaws
(DE Corporation)

Summary

This form of Bylaws (DE Corporation) may be used by a corporation incorporated in the State of Delaware to set forth the rules and requirements for how the company will be governed internally. This form includes practical guidance, drafting notes, and alternate and optional clauses.Corporate bylaws are permitted but not required under the Delaware General Corporation Law (DGCL), although nearly all corporations adopt bylaws as a matter of good corporate governance. While these bylaws are drafted specifically to comply with the DGCL, some provisions in this form may differ from statutory default provisions. When drafting the bylaws of a corporation, you should review the certificate of incorporation to ensure that there is no inconsistency between the bylaws and the certificate of incorporation. In the event of such conflict, the DGCL gives priority to the certificate of incorporation. 8 Del. C. § 109(b).This form of bylaws may be adopted by the incorporator(s) or director(s) of a ...