Minutes and By-Laws are like the official rule book of a corporation. These include Basic Rules on how the business will be run and the responsibilities of shareholders. The bylaws also include the Officers specifications such as titles, term of office, duties, election etc. Bylaws also included shareholder rights and responsibilities, voting powers, proxy powers, and times and locations of annual and special meetings. Duties, responsibilities and powers of the board of directors as well as the boards make up are also spelled out in the bylaws.