Lawyers are very fond of using the word “shall” in articles of incorporation, bylaws and agreements. Using “shall” instead of “will” seems to add a certain level of formality (or perhaps pretension). It may also be intended to convey the meaning that something must happen and not simply that it may happen in the future.
Indeed, there is an etymological basis for a distinction between “shall” and “will”. Both are Old English words: “shall” is derived from sceal meaning to owe while “will” is derived from from “willan” meaning to desire or wish.
Although “shall” is a perfectly fine word, I’m trying to eschew using it in legal documents. In my view, it has the potential for ambiguity. As a test, take a set of bylaws and then try to substitute “will”, “may” or “must” for “shall”. For example, a bylaw might provide that board meetings shall be called by the Chairman of the Board, the President or any Vice President. This doesn’t mean that these individuals must call special meetings – only that these are the persons that may do so. Another bylaw may provide that expenses incurred in defending a proceedings shall be advanced. Here, the intent is likely to be that the corporation must do so.
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