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CALIFORNIA CORPORATE & SECURITIES LAW

Who Signs The Bylaws?

I am occasionally asked who should sign the bylaws.  The question presumes that bylaws must be signed.  Although the California General Corporation Law requires that the original or a copy of the bylaws be available to shareholders (Section 213), it does not require that corporate bylaws be signed.  Indeed, it could be argued that the GCL does not expressly require the adoption of bylaws.

Signing the bylaws, however, is not necessarily an idle act.  Section 314 provides that the original or a copy in writing of the bylaws certified to be a true copy by a person purporting to be the secretary or an assistant secretary of the corporation is prima facie evidence of the adoption of such bylaws.  Typically, a certification involves the secretary (or assistant secretary) signing a statement to the following effect:

I HEREBY CERTIFY that I am the duly elected, qualified and acting [Assistant] Secretary of ABC, Inc., a California corporation (the “Corporation“), and that the above and foregoing Bylaws were adopted as the Bylaws of the Corporation as of August___, 2016 by the [incorporator(s)/shareholder(s)/Board of Directors] of this Corporation.

IN WITNESS WHEREOF, I have executed this Certificate as of ________, 2016.

______________________________

Another question that sometimes arises is whether an incumbent secretary can sign the bylaws when those bylaws were adopted prior to his or her appointment.  The answer is yes, provided the secretary has concluded the bylaws were adopted as of the date certified.  The purpose of the certification is to provide evidence of adoption of the bylaws, not evidence of the secretary’s incumbency in office at the time of adoption.

For why we can thank the Vikings for bylaws, see this post.

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