What Is Included in Vermont Corporate Bylaws?
You’re free to include any rules in your bylaws that suit your business needs, as long as they are consistent with Vermont law and your articles of incorporation. However, the following topics are essential to include:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free Vermont Corporate Bylaws?
Want to focus on your business and leave the paperwork to us? Our lawyers drafted a comprehensive Vermont-specific 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 Vermont Articles of Incorporation.
List a date and time that you plan to 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.
You should also expect to maintain up-to-date lists of all shareholders and directors.
Why Do Corporate Bylaws Matter in Vermont?
Every legitimate Vermont corporation will have corporate bylaws. Here’s why they’re important.
1. Corporate bylaws are legally required in Vermont.
Vermont law requires the incorporator or board of directors of a corporation to adopt initial bylaws, per 11A V.S.A. § 2.06. If your corporation is found to be operating without bylaws, a court could rule that its not a valid corporation, and you could lose your liability protection.
2. Corporate bylaws establish the rules and roles within your corporation.
Bylaws establish the powers and responsibilities of your officers, directors, and shareholders. They also establish routine processes like holding shareholder and board meetings and voting. If there’s ever a disagreement within your corporation (and let’s admit it—there will be), your bylaws can tell you how to proceed.
3. Corporate bylaws prove that your business is a legitimate corporation.
Bylaws show the world that your corporation follows standard protocols. Banks, landlords, and investors will all ask to see your bylaws to make sure your corporation is the real deal.
Who Prepares the Bylaws?
Either the directors or the incorporator (if the directors have not yet been appointed). Usually bylaws will be adopted at the first organizational meeting. You can use our free, attorney-drafted bylaws template as a foundation.
Are Corporate Bylaws Legally Binding?
Yes. Bylaws carry serious legal weight. If your business ever goes to court, your bylaws can be used to enforce a decision. Officers and directors can be removed from their positions if they break the rules of your bylaws. And a corporation that violates its bylaws can even lose its limited liability status.
FAQs
Nope. Bylaws are for corporations. Operating agreements are for LLCs, and lay out the rules and regulations that an LLC will follow.
No. Bylaws are considered internal, so they don’t need to be filed with the Vermont Secretary of State. Instead, file your corporate bylaws with your corporation’s records.
No, but it doesn’t hurt to sign them. We encourage corporations to have their officers and directors sign their bylaws to show that everyone’s on the same page.
According to 11A V.S.A. § 10.20, either your shareholders or directors may amend bylaws, unless a rule in your articles of incorporation states that only shareholders have the power to amend. Your corporation can govern its own process for amending bylaws in the articles of incorporation or the bylaws themselves. For example, bylaws can increase the quorum (the number of people who must be present for a vote to take place) or the voting requirement to a two-thirds majority instead of a simple majority.