Corporate bylaws are the foundational internal governance document of a corporation in the United States, establishing the rules and procedures by which the corporation conducts its affairs. Under the Delaware General Corporation Law (DGCL), Section 109 grants both the incorporators and the stockholders the power to adopt, amend, or repeal bylaws, and the certificate of incorporation may also confer this power upon the board of directors. The bylaws operate subordinate to the certificate of incorporation and state law, serving as the corporation's operational manual for meetings, elections, officer duties, and internal procedures.

The board of directors is the central governing body under DGCL §141(a), which vests the management of the business and affairs of every corporation in its board. Bylaws must address board composition, including the number of directors (which may be fixed or variable), qualifications, term of office, and the procedures for filling vacancies (DGCL §223). The bylaws should specify the mechanics of regular and special board meetings (DGCL §141(f)-(g)), quorum requirements (default is a majority under DGCL §141(b)), voting thresholds, and provisions for action by written consent (DGCL §141(f)). Committee formation, including the audit, compensation, and nominating committees, is authorized under DGCL §141(c) and detailed in the bylaws.

Stockholder meeting provisions are equally critical. The bylaws establish procedures for annual meetings (DGCL §211), special meetings (DGCL §211(d)), notice requirements (DGCL §222), record dates (DGCL §213), quorum (DGCL §216), and voting standards. Stockholder action by written consent without a meeting is permitted under DGCL §228 unless the certificate of incorporation provides otherwise. Advance notice bylaws—requiring stockholders to provide timely notice of director nominations and business proposals—have become standard governance provisions upheld by Delaware courts. Proxy procedures under DGCL §212 and the federal proxy rules under the Securities Exchange Act of 1934 (for public companies) must also be addressed.

Officer appointments are governed by DGCL §142, with the bylaws specifying titles, duties, terms, and removal procedures. Indemnification provisions under DGCL §145 authorize the corporation to indemnify directors and officers against litigation expenses and liabilities, and bylaws frequently provide mandatory indemnification to the fullest extent permitted by law. The Model Business Corporation Act (MBCA), adopted in whole or part by over 30 states, provides parallel governance frameworks under Chapters 7 (shareholders), 8 (directors and officers), and 16 (bylaws). Amendment procedures must comply with DGCL §109 or the applicable state statute, typically requiring board or stockholder action at a duly convened meeting.