The "Bylaws" of a corporation contain the rules and procedures that govern rights and powers of shareholders, directors and officers of a corporation. Bylaws typically cover the following:

• The size of the board of directors
• When and how board meetings are called (including notice)
• Duties and responsibilities of directors and officers
• Procedures for exercising voting rights
• Regulation of the transfer of corporate stock
• Indemnification obligations for officers, directors, and agents (indemnification refers to protection from lawsuits and claims)
• The company's fiscal year
• General corporate matters

Bylaws generally may be adopted, amended, or repealed by the Board of Directors or by a vote of the shareholders; and the Bylaws may limit the Board's powers in this respect.