Corporate By-Laws

(001) Corporate and organizational bylaws regulate only the organization to which they apply and are generally concerned with the operation of the organization, setting out the form, manner or procedure in which a company or organization should be run.

(002) Corporate bylaws are drafted by a corporation's founders or directors under the authority of its Charter or Articles of Incorporation.

(003) Bylaws widely vary from organization to organization, but generally cover topics such as how directors are elected, how meetings of directors (and in the case of a business, shareholders) are conducted, and what officers the organization will have and a description of their duties.

(004) A common mnemonic device for remembering the typical articles in bylaws is NOMOMECPA, pronounced "No mommy, see pa!" It stands for Name, Object, Members, Officers, Meetings, Executive board, Committees, Parliamentary authority, Amendment.

(005) Bylaws generally cannot be amended by an organization's Board of Directors; a super-majority vote of the membership, such as two-thirds present and voting or a majority of all the members, is usually required to amend bylaws.

(006) In an organization with voting members, e.g., a professional society, the board acts on behalf of, and is subordinate to, the organization's full assembly, which usually chooses the members of the board.