The Function of Bylaws in Defining Corporate Operations

 

Dyan Gershman is a New York City corporate attorney who provides counsel in diverse commercial matters, from contracts to mergers and acquisitions. Among Dyan Gershman’s areas of knowledge as head of Gershman Law, PLLC, is corporate bylaws and the provisions they set out.

Bylaws are a comprehensive set of rules that are adopted by the board of a corporation after incorporation to govern the internal management and operations of the company. These rules differ from articles of incorporation, which are filed with the state government, in that they are private and intended for internal use. It is important to note that no corporation can legally exist without the adoption of bylaws.

Bylaws typically include provisions on the composition of the board of directors, the structure of shareholder and board meetings, and the duties of officers. They may also outline the company's purpose, business plan, industry, products or services, and target markets. A provision on membership may define the voting rights and procedures of stakeholders in the company. Other common elements of bylaws include provisions on the composition and function of audit, research, executive, finance, and ethics committees.

Maintaining well-drafted bylaws is essential for the legitimacy of a business and can serve as evidence of compliance with proper corporate rules in the event of lawsuits or audit

How Non-Binding Agreements Function in Contractual Law

 Heading Gershman Law, PLLC, in New York City, Dyan Gershman provides corporate legal services to businesses in various sectors. One of Dyan Gershman’s areas of legal focus is complex commercial contracts, which includes binding and non-binding contracts. The latter is any agreement that does not legally obligate parties to fulfill its terms.

Non-binding agreements simply state the intention of all parties involved, as part of ongoing negotiations. Should the terms of the non-binding contract be agreed to, a binding contract with the same or similar format and terms can be signed.

One common type of non-binding contract is the letter of intent, which is typically signed at the start of a business relationship between two parties. A key element of such agreements is language in the first paragraph stipulating that the content is non-binding. It should be kept in mind that such non-binding documents may contain provisions considered legally binding, such as requirements of exclusivity, content non-disclosure and confidentiality.

Depending on the jurisdiction, binding provisions within non-binding agreements may be interpreted as being made in “good faith” or as representing a binding commitment. Because of this variability, it is prudent to be careful about the jurisdiction named in the governing law section of the agreement.

How French Influenced the English Language

 Dyan Gershman is a New York attorney, based in New York City, who delivers business and corporate law solutions to a wide range of business clients. Having previously lived and worked in France, Dyan Gershman is fluent in the French language and uses French in domestic and international transactions whenever needed.

Among the languages that influenced the development of English, French was one of the most significant, with its effect spanning vocabulary and grammar. Nearly one-third of English words are adapted from French, including “beef,” “army,” “prince,” and “telephone.” In other cases, the spelling of existing English words changed dramatically to reflect French usage. For example “scolde” in Old English became “should” and “cwen” became “queen.”

In addition, a number of phrases retain their original French pronunciation in English, including “faux pas,” “deja vu,” and “cliche.” French has also influenced titles and terms of seniority in the military and other organizations. Titles such as “consul general” and “lieutenant general” retain the French grammatical practice of placing adjectives after nouns. Specific vocal sounds, including the “v” in “view,” the “z” in “zebra,” and the soft “g” in “mirage” also come from the French.

Central Park Conservancy Educates Pet Owners on Park Etiquette

 The founder of Gershman Law, PLLC, a New York City-based boutique corporate law firm, Dyan Gershman represents clients in a wide range of legal matters, including commercial contracts, joint ventures, mergers and acquisitions, and intellectual property and technology licensing. Outside of work, Dyan Gershman supports charitable organizations that preserve New York City’s parks and gardens, among them the Central Park Conservancy.

Established in 1984 by a group of New York City residents, the Central Park Conservancy raises 75 percent of the park’s annual budget. The conservancy encourages dog owners to play their part in keeping Central Park clean and safe by observing all the park’s pet rules. For example, pet owners should familiarize themselves with leash regulations in the park, which requires all animals to be leashed from 9 a.m. to 9 p.m. Dogs are allowed to be unleashed from 6 a.m. to 9 a.m.

While dogs are welcome in most park areas, they should be kept out of certain locations such as all playgrounds, ball fields, Sheep Meadow, and all bodies of water. The Central Park Conservancy provides a dog owner’s guide to Central Park at www.centralparknyc.org/activities/guides/dogs. By following the guide, dog owners ensure the safety of humans, as well as the health of the park’s flora and fauna.