2/12/19 ARTICLES OF INCORPORATION
Articles of incorporation are the highest governing document in a corporation. Also known as the corporate charter, it generally includes the purpose of the corporation, the type and number of shares, and the process of electing a board of directors. The articles of incorporation must be filed with the state at the time of incorporation, and may be amended or repealed as permitted by law and the articles themselves.
Bylaws are the rules adopted by an organization to govern its internal operations and external dealings. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an organization.
Although they are most commonly associated with corporations, Bylaws are the written rules for conduct of a corporation, association, partnership or any organization. They should not be confused with the Articles of Corpor2ation which only state the basic outline of the company, including stock structure. Bylaws generally provide for meetings, elections of a board of directors and officers, filling vacancies, notices, types and duties of officers, committees, assessments and other routine conduct. Bylaws are, in effect a contract among members, and must be formally adopted and/or amended.