What goes in my corporation’s bylaws?

The bylaws of a corporation constitute a contract between the shareholders and the corporation, as well as a contract among the shareholders. The bylaws generally contain the internal rules for managing the business and conducting the affairs of the corporation. In California, the only provision that your corporation’s bylaws must contain (unless the provision was already included in the company’s articles of incorporation) is the number of the corporation’s directors, which can be a range between a stated minimum and maximum. See Cal. Corp. Code § 212. Other than that, the bylaws may contain any other provision for managing the corporation’s affairs, including: (1) the time, place, and manner of calling, conducting, and giving notice of meetings of shareholders, directors, and/or committees; (2) the qualifications, duties, and compensation of directors, the time of their annual election, and the requirements of a quorum for directors’ meetings; (3) the appointment and authority of committees of the board, (4) the appointment, duties, compensation, and tenure of officers; and (5) the making of annual reports and financial statements to the shareholders.