What happens if there is a conflict between the articles of incorporation and the bylaws?

In situations where there is a conflict between the articles of incorporation and the bylaws, the articles take precedence and are enforced. The articles of incorporation are considered the foundational legal document that establishes the existence of the corporation and outlines its basic structure as required by state law. They contain critical information that is often designated to be more rigid due to legal requirements, such as the corporation’s name, purpose, and stocked structure.

Bylaws, while they serve an important role in governing the internal operations and management of the corporation, are considered subordinate to the articles of incorporation. They provide guidelines on how the corporation will be run, but they cannot contradict the foundational stipulations set forth in the articles. Therefore, if a conflict arises, the articles hold greater authority, ensuring that the corporation operates within the intended framework established when it was formed.

The importance of understanding this hierarchy in legal documents underlines the need for precise drafting and coherence between articles and bylaws to minimize potential legal disputes or operational confusion.