What Is Included in Oregon Corporate Bylaws?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, including:
- Corporation name and office location
- Purpose
- Officers and Board of Directors
- Number and type of stock shares
- Meetings
- Amendments
What Information Do I Need to Use Northwest’s Free Oregon Corporate Bylaws?
Want to focus on your business and leave the heavy lifting to us? Our lawyers drafted a comprehensive corporate bylaws template you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.
In order to fill out our free corporate bylaws template, you’ll need your:
This must be your business’ legal entity name, or the name you put on your Oregon Articles of Incorporation.
List when (date and time) you will hold annual meetings for shareholders.
Once your board of directors have approved the bylaws for the corporation, fill in the date.
The director signs the bylaws to approve them on behalf of the board of directors.
Expect to also maintain up-to-date lists of all shareholders and directors.
Why Do Corporate Bylaws Matter in Oregon?
Any legitimate Oregon corporation needs to adopt bylaws. Here’s a few reasons why bylaws are important.
1. Corporate bylaws are legally required in Oregon.
According to OR. Rev. Stat. § 60.061, corporate bylaws shall be adopted by the incorporators or the corporation’s board of directors. Bylaws are usually adopted by your corporation’s directors at their first board meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
A corporation’s bylaws outline the duties of directors and officers, as well as voting rights and initial shareholder information. Well-crafted bylaws can also help resolve conflicts between directors or shareholders, should issues arise.
3. Corporate bylaws prove that your business is a legitimate corporation.
With no bylaws, your corporation is a rudderless ship, and potential investors may not want to do business with you. A real deal corporation needs a bank account, and in order to open one, you’ll need to show a copy of your bylaws. If you want to get a business loan or even set up a company health care or retirement plan, you’re going to have show those bylaws to the powers that be.
In a legal sense, corporate bylaws help to maintain a clear separation between the corporation and the personal assets of the business owners and shareholders. If your corporation is ever sued, having and adhering to the established bylaws will show a court that your corporation follows standard protocols and is entitled to liability protection.
Who Prepares the Bylaws?
As stated by OR. Rev. Stat. § 60.061, “incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.” Bylaws are usually written by the owners of the corporation and approved by the corporation’s board of directors. Once approved, the bylaws will become part of the corporate records and must be accessible to the IRS or any other entity that has the ability to audit corporate records.
Are Corporate Bylaws Legally Binding?
Yes. Corporate bylaws are legally binding for all officers, directors, and shareholders. Operating outside of your corporate bylaws could endanger your legal and asset protection.
FAQs
No. The operating agreement is a legal document that outlines the rules for how the owners of an LLC interact. Bylaws, on the other hand, establish the rules for running a corporation and managing its internal affairs.
No. Bylaws are internal, so they don’t need to be filed with the Secretary of State’s office. Instead, you’ll keep your bylaws on record with your meetings minutes, resolutions, and other important documents.
Oregon does not require bylaws to be signed. However, at Northwest, we like to dot our i’s and cross our t’s, so we heartily recommend that all directors and officers sign the corporate bylaws. This action will make it clear that everyone in the corporation has given a thumbs up to the bylaws.
Rules for amending corporate bylaws are generally established in the bylaws themselves. This doesn’t mean that a corporation’s directors can just amend the bylaws as they see fit. Any potential changes in the bylaws must be accompanied by a meeting notice to shareholders and directors.