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California Corporate Bylaws Template

California corporate bylaws define the internal rules and structure of a corporation and are adopted by the corporation's board of directors, incorporators, and/or shareholders. The document addresses the appointment of directors, officers, and committees, as well as the issuance of shares and scheduling of corporate meetings.
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Updated June 10, 2024

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Laws

  • Annual Meetings – The company bylaws must state the time, place, and manner of calling, conducting, and giving notice of meetings for shareholders, directors, and committees.[1]
  • Corporate Bylaws – Bylaws may be adopted, amended, or repealed either by approval of the outstanding shares or by the board’s approval.[2]
  • Issuance of Stock – Company stocks may be issued by the board or the shareholders as permitted in the articles of incorporation in exchange for money, labor, services, canceled debts or securities, or property received.[3]

Emergency Bylaws

Corporations can adopt emergency bylaws that will dictate the management of business affairs during an emergency, such as a natural catastrophe or declaration of war.[4]

Sources

  1. Cal. Corp. Code § 212(b)(2)
  2. Cal. Corp. Code § 211
  3. Cal. Corp. Code § 409(a)(1)
  4. Cal. Corp. Code § 212(c)