Bylaws are the internal rules governing how a corporation operates day to day: how the board is elected, how meetings are called and run, and who has authority to make specific decisions on the company's behalf.
Unlike the certificate of incorporation, which is filed publicly with the state, bylaws are an internal governing document that doesn't get filed anywhere, though investors will typically ask to see them during diligence. They cover practical governance mechanics: board meeting notice requirements, quorum rules, officer roles, and how vacancies get filled.
Bylaws are usually adopted from a standard template at formation and rarely revisited unless a specific governance question comes up, but a company that's never actually looked at its own bylaws can be caught off guard by a procedural requirement, like proper notice for a board vote, at exactly the moment a fast decision is needed.
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