A corporation’s Bylaws typically set forth the rules and various general corporate procedures affecting the governance of the corporation. The Delaware corporate code covers most of the topics normally addressed in the Bylaws. Therefore, if the Certificate of Incorporation sets forth the authorized number of directors there is no legal requirement that a corporation have bylaws. However, bylaws are customary, even where the corporation does not desire to alter the rules established by applicable law.
If a corporation chooses to have Bylaws, the Bylaws must contain the number or a range of numbers of directors, unless such a provision is contained in the Certificate of Incorporation. The bylaws generally set forth the powers and responsibilities of the corporation’s directors and officers, the procedures for calling meetings of stockholders and directors, the maintenance of corporate records, stockholder rights, voting and proxy solicitation procedures, regulation of transfer of shares and indemnification of directors, officers, employees and other corporate agents to the extent that indemnification is not covered in the Certificate of Incorporation. The Bylaws may also contain any other provision not in conflict with law or the Certificate of Incorporation for the management of the business and for the conduct of the affairs of the corporation. If the Bylaws conflict with the Certificate of Incorporation, the Certificate of Incorporation’s provisions will prevail.