Although not needed for the initial formation of a company or corporation, bylaws must eventually be adopted by the shareholders. Bylaws promulgate how a corporation will operate and govern itself, so maintenance of a corporation is not possible without bylaws. For example, bylaws typically determine when meetings will be held by stockholders and what kind of quorum is necessary to vote on an issue. Bylaws can also require signatures of shareholders, officers or directors in certain instances.
Most commonly, bylaws are approved by a unanimous vote of a majority vote. This is then recorded by the secretary or another administrative officer of the corporation. Typically, the secretary will note the passage in the official record for the corporation. Depending on the bylaw requirements the secretary may need to sign and affirm this action in the record or directly on the bylaws themselves. The bylaws themselves may also request that all shareholders sign the bylaws.
What signatures must be made, by whom and in what situation, wholly on the language and requirements set forth in the bylaws. The bylaws determine if and when a signature will need to be made in the course of business. For example, the bylaws may require the treasurer or chief financial officer sign every financial statement and audit made by the corporation.
The state where your corporation is incorporated may have additional signature requirements. For example, state law may identify instances where signatures are mandatory, such as on the formation papers and initially adopted bylaws. Check with the secretary of state in your state to see about additional signature requirements.
