By-laws
The by-laws of a corporation govern its day-to-day activities. By-laws will vary with each corporation, but in general they deal with matters such as the registered office, corporate seal, fiscal year, authority to dispose of (sell) securities, borrowing powers and general information concerning the officers, directors, shareholders meetings, transfer of shares, payment of dividends, loans and notice requirements. The by-laws must be approved by a resolution of the board of directors. As soon as the resolution is adopted, the by-laws come into effect.
The by-laws (with the exception of the various provisions relating to the agents, officers and servants of the corporation) will only have effect until a subsequent annual shareholders meeting, where the shareholders may confirm, amend or reject the by-law (CBCA, s 103). If the by-laws are not confirmed at the annual meeting, they will cease to have effect from that date.
Shareholders can only vote to ratify or not to ratify the by-laws adopted by the board of directors. Shareholders cannot repeal, amend or modify the by-laws in any way because these powers are statutorily given to the Directors.
To see sample by-laws on Clausehound.com, please visit the Small Business Law Library.