Arizona corporate bylaws are internal documents governing the day-to-day operations of a corporation. They are adopted by the board of directors and typically outline procedures for holding meetings, electing officers and directors, issuing shares, conflicts of interest, and other matters related to the entity’s structure. Bylaws may not be inconsistent with the company’s articles of incorporation.
Once signed, the document holds legal validity for all parties involved and does not require filing with the Arizona Corporation Commission.
Legal Requirements
State law mandates that corporations adopt bylaws. [1] Below are additional legal considerations to keep in mind while crafting yours:
- Annual Meetings – A corporation must hold an annual shareholders’ meeting as specified in its bylaws or at its known place of business if not specified; failure to meet these requirements does not invalidate corporate actions. [2]
- Corporate Bylaws – The board of directors must establish initial bylaws for the corporation, which can include any provisions for managing the business and governing corporate affairs, provided they do not conflict with the law or the articles of incorporation. [3]
- Issuance of Stock – The board of directors may authorize shares to be issued for various forms of consideration, ensuring it meets adequacy standards to validate the shares as fully paid and nonassessable, with shareholder reservation of these powers outlined in the articles of incorporation. [4]
Naming Considerations
- Required Words: “Association,” “Bank,” “Corporation,” “Company,” “Incorporated,” “Limited,” or an abbreviation thereof or of a similar meaning.
- Prohibited Words: “Limited Liability Company,” “Limited Company” or the abbreviations thereof. Language suggesting the entity is organized for purposes beyond those outlined in its articles or allowed by law.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable.
- Transferability: Yes.
Emergency Bylaws
The board of directors can establish emergency bylaws specifically applicable during times of crisis (local emergency, a state of emergency, or a state of war emergency). These bylaws, effective solely during emergencies, may cover essential measures for managing the corporation during such times, such as procedures for board meetings, quorum requirements, and designating additional directors.
During the emergency, all provisions of the regular bylaws consistent with the emergency bylaws remain valid. However, once the emergency concludes, the emergency bylaws cease to have effect. [5]
