A look at some of the New York corporation-type laws and regulations, with regards to adoption and amendment of bylaws.

Jul 14, 2021

Law Offices of John Kiritsis, Esq. Phone: 212-922-0005

By: John Kiritsis, Esq., CPA, MBA, MS, JD, LL.M

 

Any legal analysis involving issues of New York business corporations, would typically require a thorough examination of the underlying applicable statutes, which is the Business Corporation Law (BCL).  This is an area of the law that has recently gone through significant changes, and is subject to recurring changes.

 

The initial by-laws are adopted by the incorporator or incorporators at an organizational meeting.  The incorporator may be exposed to hidden personal liability exposure risk, when it would also be a shareholder of the underlying Corporation.  A relatively safe choice with regards to selecting an incorporator, may be a law firm’s paralegal.

 

Any by-law adopted by the incorporators is considered to be a by-law adopted by the shareholders. Hence, it is imperative for shareholders and Board of Directors members alike, to thorough review and draft the by-laws, accordingly. 

 

The by-laws may contain any number of provisions.  Commonly constructed by-laws provisions may deal with issues, such as those: relating to the business of the corporation, the conduct of its affairs, and the rights and powers and those of its shareholders.

 

Any adoption, amendment or repeal of by-laws, would generally require a majority vote of shareholders or, if provided in the certificate of incorporation or a by-law adopted by the shareholders (including any by-law adopted by the incorporators), by requisite vote of the members of the board of directors (See Section 601 of the BCL).

 

This is an area of the law, where the respective New York laws may depart significantly from their Delaware law counterparts.

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