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By-Laws - Illinois Corporations

By-laws define the internal operation of the corporation. Lists the responsibilities of authorized officers and directors, shareholders, and defines so much more.

This topic will address the following questions:

  • What are corporate by-laws?
  • Are By-Laws filed with the State of Illinois?
  • What do By-Laws do?
  • What is contained in this document?
  • Who prepares these documents?


The articles of incorporation identify your company’s structure while the by-laws spell out how your company will operate. A corporation’s by-laws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation.

Illinois by-laws should outline everything that you could consider as essential for the legal (corporate compliance with the Illinois statutes) management of your company. Outlined below are items that you should consider as pertinent to your company’s operations. They are an internal document and not presented with the State of Illinois. By-laws are a statutory requirement of Corporations and should be kept with the company records, and typically prepared by attorneys. By-laws, meetings and annual corporate resolutions maintain a corporation’s indemnity on liability claims, and helps to alleviate the piercing of the Corporate Veil.

Contents of Corporate By-Laws

Company Name:
The legal name as shown on the Articles of Incorporation.

Identifies the State and corporate code the formation documents were filed under.

Corporate Compliance:
Documents were submitted to the state and were duly approved by the board of directors;

Identify your principal office in the State of Illinois, or wherever it is located, and determine if that office can be changed from time to time by the board of directors.

List the name of your Registered Agent and their principal office location and address.

Identify shareholder information pertaining to annual and special meetings, location and times, how the shareholders will be notified of such meetings, and whether the actions of the shareholders can be taken without a meeting and by written consent. If your company pays dividends, you may want to fix a record date to determine shareholders entitled to notice of a vote at a meeting, identify a quorum, proxies and identify voting shares as set forth in your articles of incorporation. This section also may address voting procedures.

Identify director information pertaining to how many directors, tenure and their qualifications and if and how the number of directors can be increased or decrease, replaced, removed or retired and addresses vacancies in general.

Annual, regular and special meetings and notice for such meetings should be outlined, and reference to what constitutes a quorum. This section should identify informal actions (actions by the board of directors without a meeting and documented by written consent), compensation, presumption of assent and resignation procedures.

Identify the number of officers your company may have, their title, how they are to be elected and their term of office, removal, vacancies and a description of each officer’s role within the company. Officer elections are typically handled at the annual meeting, with documentation evidencing their election by written consent.

If your company will have committees, identifying how they will be appointed, what constitutes a quorum, how they will act (unanimous consent in writing without a meeting or by meeting with appropriate notice given).

Identify who authorizes and signs on behalf of the corporation and what actions need written consent of the board of directors.

Identify whether the issued shares of the corporation will be represented by certificates, who will sign the certificates, documentation of issuance’s, how you will deal with lost or transferred shares and address any restrictions on transfer of any shares.

You can choose to identify whether your company will have a calendar or fiscal year end, or you can specify that this will be determined by resolution of the board of directors.

Identify if your company will use a corporate seal. Having a corporate seal is no longer mandatory by Illinois statute, but including this language will document the fact that the company either does or does not use a seal.

Identify whether notices of meetings can be waived in writing.

This is probably the most important aspect of your company by-laws. Identify who this indemnification covers and to what extent, specify authorization by directors, legal counsel of shareholders, repayment of expenses related to same, insurance, and shareholder notification.

Identify that the by-laws may be amended by written consent of the shareholders entitled to vote and by written consent of the directors.

Governing Law:
This indicates to all the parties of this agreement that the operating agreement is governed by Illinois law and in the case of a legal dispute, Illinois law would be applicable.

Additional information about by-laws and the general organization of the company can be found in the Illinois Compiled Statutes. Section 805 5/2.20