Legal Question in Business Law in Florida

Some state corporate laws say (for example) "thou shalt not kill" while others say "thou shalt not kill, unless otherwise specified in the bylaws." In general is that wording the mechanism used to determine whether a law can be altered in a corporation's bylaws?

It has always been my understanding that to alter a particular law in your corporate bylaws, authority to alter must be expressly granted within that law. For instance, if a statute reads "The same individual may simultaneously hold more than one office" then you cannot write a corporate bylaw that states "The same individual may NOT simultaneously hold more than one office" because that particular law is a plain statement, it does not contain the "unless otherwise specified" wording. It's immutable. You can't just arbitrarily rewrite any law in your bylaws, only those laws that grant the authority to do so.

Is this accurate, or is there another way to determine which state laws you can alter with corporate bylaws?


Asked on 7/29/11, 10:50 am

1 Answer from Attorneys
Michael Sasso M. Daniel Sasso

The words Shall or " shalt" are clearly directive and must be complied with; the word "may" does not imply that the it must or shall be done, but is only indicating that there is no restriction in the law itself that would prohibit the same office being held by the same person at the same time; therefore the actions of the electorate/shareholders would control as set out under the terms of the By laws that require a vote to be cast at an appropriate meeting be it either held formally or informally by the Shareholders/ directors or otherwise.

Hopefully this answers your question.

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Answered on 7/29/11, 2:41 pm


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