The Corporate Documents and Process Committee and the Corporate Laws Committee of the ABA Business Law Section have together developed a set of model forms of various documents associated with the formation and organization of publicly held corporations under the Model Business Corporation Act (the Model Act) and the Delaware General Corporation Law (the DGCL).

This set includes:

* Model articles of incorporation for a public corporation in a Model Act state.
* Model bylaws for a public corporation in a Model Act state.
* Model certificate of incorporation for a publicly held Delaware corporation.
* Model bylaws for a publicly held Delaware corporation.
* Model charters for various committees of the board of directors (audit committee, compensation committee, and nominating/governance committee).

The forms of articles and bylaws tailored specifically to the Model Act and the accompanying commentary should be helpful for lawyers counseling businesses that are organized as corporations under the laws of any of the many jurisdictions that have followed the Model Act. No jurisdiction, however, has adopted that act without some modifications. Accordingly, the practitioner will have to consider whether any such modifications require changes to the model forms.

Because so many corporations are incorporated in Delaware, which does not follow the Model Act, the committees have also developed a model certificate of incorporation and bylaws for use by Delaware corporations under the DGCL. In each instance (the Model Act forms and the Delaware forms), the model bylaws are drafted to be compatible with, and to be used in conjunction with, the corresponding model articles or certificate of incorporation. The model committee charters have been drafted to be compatible with both of the Model Act forms and the forms for Delaware corporations. The organizational document of a public corporation represents a delicate balancing among many interests that often differ and are sometimes adverse. The Model Articles serve only as a guide to assist the lawyer in identifying issues and in drafting language to effectuate the parties' intent.