Updated April 25, 2023
California corporate bylaws define the internal rules and structure of a corporation and are adopted in a document that is executed 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. Under state law, the corporate bylaws and original articles of incorporation may include items that restrict or deny the power of the board to amend and repeal any bylaws. Shareholders, however, have the right to adopt, amend, and repeal bylaws. The board is required to keep a current copy of the corporate bylaws, available for inspection by shareholders, at the corporation’s executive office.
Laws
Emergency Bylaws
Corporations can adopt emergency bylaws that will dictate the management of business affairs during an emergency such as a natural catastrophe, terrorist attack, or declaration of war. (§ 212(c))