A company document that forms internal "laws" that determine how a firm will be run. Ordinarily, the details about the company structure is reflected in the bylaws, which are not usually filed with state officials and are thus easier to amend.
The ICA Model Bylaws are broken up into 8 sections or articles. Your bylaws can deviate from this format, but it should incorporate all the elements outlined. ARTICLE I: CORPORATE AFFAIRS This section includes the basic information on the firm, such as its name, fiscal year end date, and the corporate purpose. If you’re going to have a social mission listed in your by-laws, this is the place to put it. ARTICLE II: MEMBERS AND SHAREHOLDERS This section lays out the powers of the various shareholders, a fundamental element of how power flows through a firm. It determines who the members (worker-owners) are, what powers they have, how they’ll vote on issues, and if there are non-working shareholders, what powers they have. ARTICLE III: INTERNAL CAPITAL ACCOUNT SYSTEM This section lays out how money flows through the company and how the company’s value will be calculated. In a worker co-op, the net value of the firm is not reflected in the value of the stock, but rather in the values in the internal capital accounts (i.e. capital accounts versus capital shares). ARTICLE IV: MEETINGS OF MEMBERS The members (or shareholders) hold at least one annual meeting to elect the Board of Directors. This section outlines when this meeting will happen, what issues should be addressed, and how notice related to these meetings should be dealt with. ARTICLE V: THE BOARD OF DIRECTORS The Board of Directors set policy in a firm, therefore, how they are selected and what power they hold is essential. This section outlines who is eligible to serve on the Board of Directors, how they are selected, what their term of office will be and how often they will meet. ARTICLE VI: OFFICERS The Officers of the firm are responsible for the operations of the firm, entering into contracts and maintaining the records of the company. This section lays out who the officers of the firm (President, Treasurer, Secretary, etc.) are and what their roles and responsibilities are. If you are a benefit corporation, this is where the role of the Benefit Officer is laid out to the by-laws will be made, what percentage of members need to vote, what components are set in stone, which can be changed, and who has the power to change them. ARTICLE VIII: OPERATING RULES What are the rules you’ll set up as a firm? This section allows the Board to set its own operating rules. We recommend that this section be left vague to allow the firm to sets its own policies. If you want to specify issues that the members should vote on, how the firm will conduct meetings, or issues related to employment policies, you can specify them here. It’s best to leave your by-laws simple and easy to understand. Specifying too much detail is a sure way to make sure members don’t read and understand the business they own.