Diamond Enthusiast

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Well, Colin, I just happen to have The Delaware Law of Corporations and Business Organisations Statutory Deskbook 2006 Edition by my chair. ( I put it there thinking it was Timeform Racing Annual  )) Page 111 paragraphs 108 and 109 of this amusing work gives the rules on Incorporation . And it looks to me as though by-laws serve exactly the same function as Articles of Association (Table'A' or otherwise  ). The first meeting of the incorporators (promoters) or directors named in the certificate of incorporation must be, inter alia, for the purpose of adopting bylaws of the new corporation."The bylaws may contain any provision not inconsistent with law or the certificate of incorporation, relating to the business of the corporation, the conduct of its affairs, and its rights or powers or the rights or powers of its stockholders, directors, officers or employees" So they are like articles: they provide the rules for the company but must be consistent with what we know as the Memorandum, the document setting out the purposes and nature of the business.What's more they can't be changed save by the stockholders voting on them (subject to certain unusual exceptions e.g emergency of war or there being some power to alter them being vested in the directors by the Certificate of Incorporation). I won't bore you with the rest.( Anyway I have to find a winner for tomorrow's meeting  )
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| Posts: 8343 | Location: Newmarket, UK/ Antibes, S.France | Registered: 07-14-02 |    |
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