Washington, DC corporate bylaws govern the internal operations and management structure of corporations registered within the state. They outline the roles and responsibilities of corporate officers and directors, outline procedures for shareholder meetings, voting protocols, dividend distribution policies, and the handling of corporate assets.
Amendments or repeals to the bylaws can be initiated by either the corporation’s shareholders or its board of directors. These bylaws must be easily accessible to all shareholders but are not required to be submitted to the Department of Consumer and Regulatory Affairs.
Legal Requirements
District of Columbia law requires corporations to adopt bylaws. [1] Other legal requirements to consider include:
- Annual Meetings – Can be conducted either within or outside the state, as determined by the bylaws. If the location is not specified, meetings are held at the corporation’s principal office. [2]
- Corporate Bylaws – May include provisions for managing the corporation’s affairs that comply with legal requirements and the articles of incorporation. [3]
- Issuance of Stock – The board of directors may authorize the issuance of shares for various types of consideration, ensuring that such consideration is deemed adequate before issuance to ensure the shares are fully paid and nonassessable. [4]
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation thereof (choose one).
- Prohibited Words: “Bank,” “Banking,” “Insurance,” “Credit Union,” or similar terms, without the prior approval of the Mayor. Language that suggests the corporation is organized for purposes other than those in the articles.
- Name Reservation Period: 60 days.
- Renewal Period: Yes.
- Transferability: Yes.
Emergency Bylaws
Corporations are allowed to adopt emergency bylaws effective only during crises where a quorum of board members cannot be readily assembled. These provisions cover procedures for board meetings, quorum requirements, and the appointment of additional directors. Actions taken per emergency bylaws are binding against the company and shield corporate directors, officers, employees, and agents from liability. [5]
