Corporate Bylaws Template

CORPORATE BYLAWS OF [COMPANY NAME]

A [STATE] Corporation

Adopted: [DATE]

Article I - Corporate Structure and Purpose

Section 1.1 - Name and Location

The name of this corporation is [COMPANY NAME], incorporated under the laws of [STATE]. The principal office shall be located at [ADDRESS].

Section 1.2 - Purpose

The corporation is organized for the purpose of conducting contracting business including but not limited to:

• General contracting and construction services
• Specialty trade contracting
• Construction management and consulting
• Related professional services in the construction industry
• Any other lawful business purposes

Section 1.3 - Fiscal Year

The fiscal year of the corporation shall end on [DATE] of each year.

Article II - Board of Directors

Section 2.1 - General Powers

The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors. The Board shall have the authority to make all decisions regarding corporate policy, major contracts, and strategic direction.

Section 2.2 - Number and Qualification

The Board of Directors shall consist of not less than [NUMBER] nor more than [NUMBER] directors. At least one director must be experienced in the contracting industry.

Section 2.3 - Term of Office

Directors shall serve for terms of [NUMBER] years or until their successors are elected and qualified.

Section 2.4 - Regular Meetings

Regular meetings of the Board shall be held [FREQUENCY] at such time and place as determined by the Board. Special meetings may be called by the Chairman or any two directors.

Section 2.5 - Quorum and Voting

A majority of directors shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting with a quorum shall be the act of the Board.

Article III - Officers

Section 3.1 - Required Officers

The officers of the corporation shall include:

• President/CEO - Chief executive officer responsible for overall management
• Vice President - Assistant to the President with operational oversight
• Secretary - Corporate records and legal compliance officer
• Treasurer/CFO - Financial management and reporting officer

Section 3.2 - Election and Term

Officers shall be elected annually by the Board of Directors and shall serve until their successors are elected and qualified.

Section 3.3 - President Duties

The President shall:

• Serve as chief executive officer of the corporation
• Preside at meetings of shareholders and directors
• Oversee daily operations and contract execution
• Ensure compliance with licensing and regulatory requirements
• Execute contracts and legal documents on behalf of the corporation

Section 3.4 - Secretary Duties

The Secretary shall:

• Keep accurate records of all meetings and corporate actions
• Maintain corporate books and records
• Ensure proper filing of required reports and documents
• Coordinate with Alliance compliance monitoring systems

Section 3.5 - Treasurer Duties

The Treasurer shall:

• Oversee financial management and accounting systems
• Ensure proper bonding and insurance coverage
• Manage banking relationships and financial reporting
• Oversee project financial controls and lien procedures

Article IV - Shareholders

Section 4.1 - Annual Meetings

An annual meeting of shareholders shall be held on [DATE/MONTH] of each year at such time and place as designated by the Board of Directors.

Section 4.2 - Special Meetings

Special meetings may be called by the President, Board of Directors, or holders of at least 25% of outstanding shares.

Section 4.3 - Notice Requirements

Written notice of all meetings shall be given at least [NUMBER] days prior to the meeting date, stating the time, place, and purpose of the meeting.

Section 4.4 - Voting Rights

Each share of common stock shall be entitled to one vote on all matters presented to shareholders. A majority of outstanding shares shall constitute a quorum.

Article V - Financial Management

Section 5.1 - Banking and Finances

The corporation shall maintain appropriate banking relationships and financial controls suitable for a contracting business, including:

• Separate accounts for operating funds and project-specific funds
• Established credit lines for project financing
• Proper documentation and approval procedures for expenditures

Section 5.2 - Financial Reporting

The Treasurer shall prepare and present financial statements to the Board of Directors quarterly and to shareholders annually.

Section 5.3 - Contract Authority

Authority to enter into contracts shall be as follows:

• Contracts under $[AMOUNT]: President or designated officer
• Contracts $[AMOUNT] to $[AMOUNT]: Board approval required
• Contracts over $[AMOUNT]: Board and shareholder approval required

Article VI - Contract and Project Management

Section 6.1 - Project Approval Process

All construction projects shall be subject to the following approval process:

1. Initial project evaluation and risk assessment
2. Financial analysis and bonding capacity review
3. Contract terms review and legal compliance check
4. Final approval based on contract value thresholds

Section 6.2 - Subcontractor Management

The corporation shall maintain policies for:

• Subcontractor prequalification and approval
• Insurance and licensing verification
• Payment procedures and lien waiver management
• Performance monitoring and quality control

Section 6.3 - Change Order Authority

Change orders shall be approved according to established financial thresholds and documented in accordance with contract requirements and company procedures.

Article VII - Compliance and Regulatory Oversight

Section 7.1 - Licensing Requirements

The corporation shall maintain all required licenses and certifications for its contracting operations, including:

• General contractor's license in [STATE/JURISDICTION]
• Specialty trade licenses as required
• Business licenses and permits
• Professional certifications and continuing education

Section 7.2 - Insurance and Bonding

The corporation shall maintain adequate insurance coverage including:

• General liability insurance
• Professional liability insurance
• Workers' compensation insurance
• Contractor's bond capacity as required for projects

Section 7.3 - Safety Compliance

The corporation shall maintain comprehensive safety programs in compliance with OSHA requirements and industry best practices.

Article VIII - Contracting Business Provisions

Section 8.1 - Lien Rights and Procedures

The corporation shall establish procedures for:

• Proper notice requirements for lien rights
• Documentation and filing of mechanics' liens when necessary
• Collection procedures and payment dispute resolution
• Lien waiver management for subcontractors and suppliers

Section 8.2 - Quality Control Standards

The corporation shall maintain quality control standards consistent with industry best practices and contract requirements.

Section 8.3 - Environmental Compliance

All projects shall comply with applicable environmental regulations and the corporation shall maintain appropriate environmental liability coverage.

Section 8.4 - Technology and Innovation

The corporation may adopt new technologies and methods to improve efficiency, safety, and project outcomes while maintaining quality standards.

Article IX - Amendment Procedures

Section 9.1 - Amendment Process

These bylaws may be amended by a two-thirds vote of the Board of Directors, subject to any limitations imposed by the Articles of Incorporation or applicable law.

Section 9.2 - Shareholder Approval

Certain amendments affecting shareholder rights shall require approval by a majority of outstanding shares entitled to vote.

Section 9.3 - Annual Review

These bylaws shall be reviewed annually to ensure continued compliance with applicable laws and business needs.

Certificate of Adoption

The undersigned certifies that the foregoing bylaws were duly adopted by the Board of Directors of [COMPANY NAME] on [DATE].