In sum, bylaws establish the structure of a corporation and should to be customized for the individual corporation’s specific situation and needs. In addition to establishing directors’, shareholders’, and officers’ powers, bylaws also establish how those corporate officers and/or directors in charge are nominated or elected, as well as set up how disputes among parties will be resolved. Additionally, it is important for corporate bylaws to include a Conflict of Interest Provision. This provision protects the corporation from Internal Revenue Service (IRS) penalties, which may occur if the IRS finds the corporation is providing unfair benefits to directors, members, or others. Finally, corporate bylaws ought to include provisions on how to amend the bylaws, what the process will be, and when amendments may occur.