Updated April 25, 2023
Illinois corporate bylaws are a set of rules adopted by a corporation’s board of directors that define the operational structure of a corporation and dictate the manner in which it manages and regulates its affairs. The document will state the appointments of the original corporate officers, directors, and committees, as well as the form and schedule of meetings. In most cases, the protocol for running day-to-day operations will also be provided. Unlike the original articles of incorporation that create the corporation, the bylaws are a privately circulated document that does not need to be included in the public record.
Laws
- Annual Meetings – 805 ILCS 5/7.05
- Corporate Bylaws – 805 ILCS 5/2.25
- Issuance of Stock – 805 ILCS 5/6.10
Emergency Bylaws
The board of directors can adopt emergency bylaws that will activate if there is a catastrophic emergency that prevents a quorum of the directors from attending a meeting. The provisions will enable the corporation to continue operations while the situation is resolved, and become ineffective when the emergency is over. (805 ILCS 5/2.30)