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Bylaws of a Corporation

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BY-LAWS OF A MISSOURI PROFESSIONAL CORPORATION

SAMPLE BY-LAWS

MISSOURI PROFESSIONAL CORPORATION

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ARTICLE I. NAME AND LOCATION

SECTION 1. The name of this professional corporation (“the corporation”) shall be .

SECTION 2. The Principal office of the corporation in the State of Missouri shall be , , MO and its initial registered office in the State of Missouri shall be , Missouri. The corporation may have such other offices, either within or without the State of Missouri as the Board of Directors may designate or as the business of the corporation may require from time to time.

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the in each year, beginning with the year at the time designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.

SECTION 2. Special Meeting. Special meetings of the shareholders may be called by resolution of the Board of Directors or by the President at the request of the holders of not less than a majority of outstanding shares.

SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Missouri, as the place of meeting.

SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting.

SECTION 5. Closing of Transfer Books or Fixing of Record Date. The Board of Directors may close the stock transfer books or fix a record date not more than seventy (70) days prior to the action requiring determination of shareholders.

SECTION 6. Shareholders' List. After fixing a record date, the officer or agent having charge of the share ledger shall prepare an alphabetical list of shareholders entitled to notice and to vote.

SECTION 7. Quorum. A majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum.

SECTION 8. Proxies. A shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

SECTION 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote.

SECTION 10. Voting of Share by Certain Holders. Shares standing in the name of another corporation, trustee, receiver, or pledgee may be voted as provided by law.

SECTION 11. Informal Action by Shareholders. Any action required or permitted at a shareholders’ meeting may be taken without a meeting if signed by all shareholders entitled to vote.

SECTION 12. Cumulative Voting. Each shareholder entitled to vote shall have the right to cumulate votes as provided by law.

SECTION 13. Shareholders and Transfer of Shares: Limitations. The corporation may issue shares only to qualified persons and entities authorized by law to engage in the practice of and subject to restrictions on transfer.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors except as otherwise herein provided.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be (). Each Director shall hold office until the next annual meeting and until a successor is elected and qualified.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this By-Law immediately after, and at the same place as the annual meeting of shareholders.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director.

SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by notice personally given or mailed to each Director.

SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum.

SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. Compensation. Directors may be paid their expenses and a fixed sum for attendance or a stated salary.

SECTION 9. Presumption of Assent. A Director present at a meeting shall be presumed to have assented unless dissent is entered in the minutes or filed in writing.

SECTION 10. Informal Action by Board of Directors. Any action may be taken without a meeting if a written consent is signed by each director.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a [President and Secretary required - these offices may be filled by the same person].

SECTION 2. Election and Term of Office. Officers shall be elected annually by the Board of Directors and shall hold office until successors are elected and qualified.

SECTION 3. Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interest of the corporation would be served thereby.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors.

SECTION 5. President. The President shall be the principal executive officer of the corporation and shall supervise and control the business and affairs of the corporation.

SECTION 6. Vice-President. The Board of Directors may determine when there is a need for a Vice-President or Vice-Presidents.

SECTION 7. Secretary. The Secretary shall keep minutes, maintain records, and perform duties incident to the office of Secretary.

SECTION 8. Salaries. Salaries, compensation and other benefits, if any, of the officers shall be fixed from time to time by the Board of Directors.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers to enter into any contract or execute any instrument on behalf of the corporation.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation unless authorized by resolution of the Board of Directors.

SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for payment shall be signed as determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited in such depositories as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as determined by the Board of Directors and signed by the President and Secretary.

SECTION 2. Transfer of Shares. Transfer of shares shall be made only on the stock transfer books and subject to the limitations set forth in the Articles of Incorporation.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."

ARTICLE X. WAIVER OF NOTICE

Whenever any notice is required to be given to any shareholder or Director, a waiver thereof in writing, signed by the person entitled to such notice, shall be equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These By-Laws may be altered, amended or repealed by a majority vote of the Board of Directors or by a majority vote of the shareholders.

END BY-LAWS

President Signature

Date

Secretary Signature

Date

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What corporate bylaws are and why they exist

Bylaws of a Corporation are the internal rules that govern a corporation’s management, decision-making, officer duties, board structure, and meeting procedures. They are adopted by the board of directors at the organizational meeting, remain primarily internal (not generally filed with the state), and serve as the operative governance manual that guides corporate actions, clarifies authority, and supports compliance with statutory duties and fiduciary obligations.

Why clear bylaws matter for corporate governance

Well-drafted bylaws reduce ambiguity about roles, protect limited liability by documenting formal governance, facilitate investor and lender due diligence, and provide an agreed process for meetings, voting, and amendments.

Why clear bylaws matter for corporate governance

Who typically prepares and reviews corporate bylaws

The following groups prepare, review, or rely on corporate bylaws in routine corporate governance and transactions.

Each stakeholder uses bylaws differently: drafters focus on clarity, boards on enforceability, and counsel on legal compliance and risk mitigation.

Principal signers and reviewers

Board Chair

Typically signs or certifies resolutions adopting the bylaws, and ensures the corporate records book contains the final adopted bylaws and any amendments.

Corporate Secretary

Maintains the corporate minute book, records execution dates, circulates certified copies to officers, and attests to amendments for downstream use.

Core sections to include in professional corporate bylaws

A professional set of bylaws organizes governance into clear articles that cover authority, meetings, officers, committees, and amendment mechanics.

Corporate Purpose

A concise statement of the corporation’s purposes or broad business powers, often drafted permissively to allow flexibility for future activities and investments.

Board Composition

Specify director classes (if any), nomination procedures, term lengths, quorum rules, and mechanisms for removal and vacancy filling.

Meetings & Voting

Rules for annual and special meetings, notice procedures, quorum calculations, proxy allowances, and voting thresholds for ordinary and extraordinary actions.

Officer Roles

Define officer titles, appointment processes, delegated authorities, fiduciary duties, and signature authorities for contracts and bank instruments.

Committees

Establish standing or ad hoc committees, delegateable authority, membership rules, reporting obligations, and limits on committee actions.

Amendment Procedure

Set out how bylaws may be amended, including required notice, board or shareholder voting thresholds, and effective date for changes.

Step-by-step: create, adopt, and record your bylaws

Follow a clear sequence from drafting through board adoption to ensure bylaws become effective and are properly recorded in corporate books.

  • 01
    Draft the Text: Prepare bylaws using standard articles and tailor to the corporation’s governance needs.
  • 02
    Board Review: Circulate draft to directors and counsel before the organizational meeting for feedback and legal review.
  • 03
    Adopt by Resolution: Hold the organizational meeting, pass a board resolution adopting the bylaws, and record the minutes.
  • 04
    Record and Distribute: Place executed bylaws in the corporate minute book and provide certified copies to officers and key stakeholders.

Configuring an online workflow for bylaws review and signatures

When using an eSignature workflow, configure fields, signing order, and authentication to match corporate adoption practices.

Field Configuration
Signer Roles Assign roles: Board Chair, Secretary, Witness (if required). Order signing to mirror meeting approvals.
Authentication Use email plus optional SMS KBA for higher-assurance signers and record attribution.
Required Fields Make signature, printed name, title, and date fields mandatory for each signer.
Notifications Enable copies to corporate secretary and corporate counsel after completion for recordkeeping.

Where completed bylaws belong and who receives copies

Adopted bylaws should be placed in the corporate record book and shared with internal and external stakeholders as appropriate.

  • Corporate Minute Book: Place original executed bylaws in the minute book as the authoritative corporate record.
  • Officers and Directors: Provide certified or stamped copies to officers and incoming directors for reference.
  • Corporate Counsel: Keep a copy with outside counsel for legal opinion and transaction support.
  • Investors and Lenders: Share certified excerpts when required for due diligence or financing conditions.

Technical considerations when eSigning bylaws

Ensure the eSignature platform supports audit trails, appropriate authentication, and downloadable certified copies for corporate records.

  • Document Formats: Use PDF or DOCX for fidelity and long-term preservation.
  • Integrations: Integrate with cloud storage like Box or Google Drive for record retention.
  • Authentication: Support email, SMS, or advanced signer authentication when required.

Maintain an immutable audit trail (timestamps, IP, signer attribution) and export certified signed copies to the corporate records system for permanent retention.

Security and compliance elements to preserve integrity

Encryption: TLS 1.2/1.3; AES-256 at rest
Audit Trail: Timestamp and action log
HIPAA BAA: BAA available where needed
21 CFR Compliance: Supports FDA-regulated requirements
Access Controls: Role-based permissions
Certifications: SOC 2 Type II, ISO 27001

Risks of incomplete or poorly drafted bylaws

Corporate Disputes: Increased litigation risk
Liability Exposure: Piercing veil risk from informal governance
Transaction Delays: Holds in financing or M&A due diligence
Regulatory Gaps: Noncompliance with statutory duties
Operational Confusion: Unclear authority for officers
Record Deficiencies: Problems proving adoption or amendments

Common drafting and execution mistakes to avoid

  • Using ambiguous voting thresholds or quorum definitions that invite dispute and create uncertainty in board decision-making.
  • Failing to adopt bylaws formally at an organizational meeting or failing to record the adoption resolution in the corporate minutes.
  • Neglecting to update bylaws after changes in state law, capitalization, or changes to officer or director structures.
  • Relying on informal sign-offs without a retained certified copy or failing to store executed bylaws in the official minute book.

Key adoption milestones from draft to permanent record

A typical adoption timeline shows drafting, board adoption, execution, recording, and distribution milestones for corporate governance readiness.

01

Draft Completion

Finalize draft and circulate to counsel and directors for review.

02

Organizational Meeting

Hold board meeting and pass a resolution adopting the bylaws.

03

Execution

Have the authorized officer and secretary sign and date the adopted bylaws.

04

Recordkeeping

Place signed bylaws in the corporate minute book and distribute certified copies.

Practical examples: how bylaws function in different organizations

Two brief scenarios illustrate common bylaw choices and outcomes in practice.

Small Private Corporation

At incorporation the founders adopted a simple set of bylaws allowing an initial three-person board.

  • The board appointed officers at the organizational meeting.
  • The retained minutes and signed bylaws sufficed for opening bank accounts, onboarding investors, and passing later shareholder resolutions without additional disclosure.

Nonprofit Corporation

A nonprofit adopted bylaws with specific conflict-of-interest and committee rules to satisfy grantors.

  • The board required conflict disclosures annually.
  • Those bylaws supported transparency in audits and demonstrated governance rigor during state charity registration and donor due diligence.

Comparing eSignature vendors for executing bylaws and corporate records

Key pricing and compliance criteria for eSignature vendors. signNow is listed first per comparison convention; verify plan details with each vendor prior to purchase.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Trial available Trial available Trial available Trial available
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about adopting and eSigning corporate bylaws

Answers to common questions about necessity, execution, electronic signing, and recordkeeping for corporate bylaws.


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