Are Your Bylaws Demode?

While the California General Corporation Law contemplates that corporations will have bylaws but does not explicitly require that they do. See Are Bylaws Required? In my experience, it is extremely rare to come across a corporation that has not adopted bylaws. There are many good reasons for doing so. For example, bylaws will be necessary if the articles of incorporation do not specify the number of directors. Also, several provisions of the GCL may be overridden by the bylaws (i.e., Section 312(b), 601(e), and 1501(a)(1)).

Nonetheless, lawyers have developed a practice of drafting bylaws that essentially regurgitate numerous provisions of the GCL. The justification for this practice is that "long form" bylaws provide a ready reference guide for directors, officers and shareholders. However, this assumes that the bylaws are kept up to date and in many cases they may not be.