Oregon Corporate Bylaws
Oregon corporate bylaws enshrine a corporation’s policies in a single internal document. Bylaws establish how the corporation operates, who gets to make decisions, and how those decisions are made. They put into writing a corporation’s policies for handling important issues, including the appointment of directors and officers, board and shareholder meetings, conflicts of interest, and amending the bylaws themselves, among other issues.
Unlike the Oregon Articles of Incorporation, your corporate bylaws do not need to be filed with Oregon’s Secretary of State. Bylaws are crucial, but they can be a challenge to create. That’s why Northwest offers a free, attorney-drafted corporate bylaws template specific to Oregon corporations.
Why do I need corporate bylaws?
Any legitimate Oregon corporation needs to adopt bylaws. Here’s a few reasons why bylaws are important.
1. Corporate bylaws are legally required in Oregon.
According to OR. Rev. Stat. § 60.061, corporate bylaws shall be adopted by the incorporators or the corporation’s board of directors. Bylaws are usually adopted by your corporation’s directors at their first board meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
A corporation’s bylaws outline the duties of directors and officers, as well as voting rights and initial shareholder information. Well-crafted bylaws can also help resolve conflicts between directors or shareholders, should issues arise.
3. Corporate bylaws prove that your business is a legitimate corporation.
With no bylaws, your corporation is a rudderless ship, and potential investors may not want to do business with you. A real deal corporation needs a bank account, and in order to open one, you’ll need to show a copy of your bylaws. If you want to get a business loan or even set up a company health care or retirement plan, you’re going to have show those bylaws to the powers that be.
In a legal sense, corporate bylaws help to maintain a clear separation between the corporation and the personal assets of the business owners and shareholders. If your corporation is ever sued, having and adhering to the established bylaws will show a court that your corporation follows standard protocols and is entitled to liability protection.
What is usually included in bylaws?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, including:
- Corporation name and office location
- Officers and Board of Directors
- Number and type of stock shares
Who prepares the bylaws?
As stated by OR. Rev. Stat. § 60.061, “incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.” Bylaws are usually written by the owners of the corporation and approved by the corporation’s board of directors. Once approved, the bylaws will become part of the corporate records and must be accessible to the IRS or any other entity that has the ability to audit corporate records.
Are corporate bylaws legally binding?
Yes. Corporate bylaws are legally binding for all officers, directors, and shareholders. Operating outside of your corporate bylaws could endanger your legal and asset protection.
Are bylaws filed with the state of Oregon?
No. Bylaws are internal, so they don’t need to be filed with the Secretary of State’s office. Instead, you’ll keep your bylaws on record with your meetings minutes, resolutions, and other important documents.
Do bylaws need to be signed?
Oregon does not require bylaws to be signed. However, at Northwest, we like to dot our i’s and cross our t’s, so we heartily recommend that all directors and officers sign the corporate bylaws. This action will make it clear that everyone in the corporation has given a thumbs up to the bylaws.
How do I amend my bylaws in Oregon?
Rules for amending corporate bylaws are generally established in the bylaws themselves. This doesn’t mean that a corporation’s directors can just amend the bylaws as they see fit. Any potential changes in the bylaws must be accompanied by a meeting notice to shareholders and directors.