The Acronym NOMEMECPA
"No Mommy See Pa" (known as NOMOMECPA) is both a fun way to remember what is to be included in corporate bylaws.. The acronym NOMOMECPA when expanded means Name, Object, Members, Officers, Meetings, Executive Board, Committees, Parliamentary Authority and Amendments.
Name - the formal name of the corporation.
Object - what the goals and objectives of the corporation are, that is the purpose of their existence.
Members - who will be members of the corporation? Publicly held corporations have shareholders while privately held corporations have limitations on members.
Officers - this would be the official officers of the corporation including President, Vice President(s), Treasurer and Secretary. The corporation may also declare other officers as they deem necessary for the proper operation of the business.
Meetings - corporations are required to hold at least one annual meeting.of all shareholders. Other meetings deemed appropriate by the corporation may be included in the bylaws.
Executive Board - the corporations executive board who follows through on recommendations of the board of directors.
Committees - committees may include any committee that the corporate board determines may be needed for the proper operation of the company. Typically there is at least a finance committee and there may be additional committees that may not be included in the bylaws by including specific language indicating that this is possible.
Parliamentary Authority - most corporations will revert to Roberts Rules of Order to determine how meetings are run and recorded. Additional authority should be included in the bylaws or a clause should be included that offers other alternatives. Roberts Rules of Order is the standard for most corporations.
Amendments - corporate bylaws cannot be changed by a simple vote of the board of directors. The amendments must be voted on by the shareholders (owners) of the corporation at annual meetings. This clause would include how amendments may be offered, when amendments have to be presented to shareholders, etc.