There is no express requirement under General California Corporation law that the adopted Bylaws be signed. However, the original or a copy of the adopted Bylaws must be made available to the shareholders.

Signing the Bylaws, however, does have significance. When the Corporate Secretary or an Assistant Secretary certifies that the Bylaws prima facie evidence that the Bylaws are the adopted Bylaws of the Corporation. It should also be noted that a successor Secretary, who was not Secretary when the Bylaws were adopted, may certify the Bylaws were adopted as of the date certified.

Bylaws are the equivalent of the Constitution for a corporation and the authorizations contained therein can protect directors, officers and shareholders from personal liability for authorized acts consistent with the Bylaws. If you are uncertain whether your corporate governing documents permit an action contemplated by a director or officer, giver your business or corporate attorney a call and let them review the documents. If the act is not authorized a simple Bylaw amendment may authorize it.

The information presented is not intended to be, and does not constitute, “legal advice.” Because each situation varies, and only brief summary information is provided here, you should not use this information as a basis for action unless you have independently verified with your own counsel that it applies to your particular situation.