The term "bylaws" can apply to many different types of institutions and bodies. For example, cities, townships, villages, government bodies, unions, organizations, and companies can all have bylaws. However, in this article, we’re going to explore bylaws within corporations.

The bylaws are the "meat and potatoes" of a corporation. In other words, the only way to really understand how a particular corporation operates is to read its bylaws. Also, many people confuse the bylaws of a corporation with its articles of incorporation. Bylaws are very different from the articles of incorporation.

In this article, we’ll explore the purpose of bylaws, how bylaws differ from the articles of incorporation, what you’ll likely find in the bylaws, and how bylaws operate as the foundation of every corporation.

Next, let’s take a look at the purpose of bylaws.

There are generally 2 main types of corporations: (i) public and (ii) private. Both types of corporations have bylaws. But the differences in bylaws between public and private corporations, as well as the size, function, management style, and laws that apply to corporations can dramatically change the bylaws. With that said, corporations in similar industries (e.g. auto industry, computer industry, etc.) tend to have somewhat similar bylaws as other similar corporations.

The purpose of bylaws is to direct the inner-workings of a corporation. In other words, the bylaws set forth the day-to-day functions of a corporation. But make sure that you don’t confuse bylaws with laws. Non-sovereign bodies like corporations pass bylaws, while sovereignties pass actual laws. A sovereign is a supreme lawmaking body like a country or state (e.g. a country like the United States or a state like Texas). Non-sovereign bodies, like corporations, get their power to pass rules from the sovereign in which they operate. For example, a corporation that forms bylaws in Florida must follow federal law from the United States because it’s a sovereign nation, and the corporation must also follow Florida state law because it is a sovereign state.

Next, we’ll go over how bylaws differ from the Articles of Incorporation.

As already mentioned, the bylaws are the "meat and potatoes" of a corporation. The bylaws set how the corporation runs on a day-to-day basis.

Here is a simple way to remember the differences between the bylaws and the articles of incorporation. If you think of a corporation as a picture, with a frame, the frame represents the articles of incorporation and the actual picture represents the bylaws. So, the articles of incorporation set the framework for the corporation, while the bylaws are the actual picture of what really happens.

Bylaws are also private documents that are not filed with any government agency, while the articles of incorporation are public documents that must be filed with the state agency where the corporation becomes incorporated (e.g. with the state’s secretary of state). As such, articles of incorporation actually cost money to file with the state, while the bylaws are free to create (assuming you do not pay a lawyer to create them for you).

Next, we’ll go over what you’ll likely find in the bylaws.

Okay, now that you have a basic understanding of what the bylaws are, let’s take a look at what you’ll likely find in the bylaws.

The bylaws are the GUTS of how a corporation works. If you’ve never seen bylaws before, you’ll likely find many new words and concepts that sound foreign to you. Don’t worry about it. The main point of this article is to give you an overview about the bylaws and expose you to some new concepts. If you have to read this section a few times to better understand it – it’s well worth the effort.

For others that have learned about corporate structures and bylaws, this may be very basic. That’s okay too, as you can skip this section or use it as a general overview about what you already know.

The bylaws of each corporation will vary, sometimes dramatically, depending on the type, size, function of the company, and the state in which the company is incorporated (as each state has different laws). With that said, let’s take a look at the internal components of a corporation – its bylaws.

The bylaws will generally discuss topics such as:

Next, we’ll go over each of these topics in more detail.

Now, let’s take a look at the sections of the bylaws in more detail:

That may seem like a lot to consider, especially if you’ve never dealt with these types of issues before. So, you may want to read this article again to better internalize the information this article has to offer.

Finally, we’ll finish this article with an overview of what we’ve discussed.

In this article, we focused on the bylaws in a corporation, as opposed to a government body, organization, or other institution. We looked at the purpose of bylaws, how bylaws differ from the articles of incorporation, and what you’ll likely find in the bylaws in some detail.

The key to remember is that the bylaws differ from the articles of incorporation. The bylaws are the "meat and potatoes" of the corporation, as they set forth how the corporation really operates. In contrast, the articles of incorporation set the basic framework of the corporation (like a picture frame).

The next time someone talks about bylaws and articles of incorporation interchangeably, you’ll know better. You’ll know the differences between the bylaws and articles of incorporation and have a decent idea of what you should find in a corporation’s bylaws.