Arkansas corporate bylaws are internal documents that outline the rules and procedures for the governance of a corporation registered in the state. These guidelines dictate how the corporation will be operated, managed, and regulated. They typically cover a wide range of topics, including but not limited to the structure of the board of directors, the process for holding meetings, the appointment of officers, voting procedures, and the issuance and transfer of shares.
Bylaws are typically drafted after the filing of the articles of incorporation with the Arkansas Secretary of State. However, it’s important to note that while these bylaws do not need to be submitted to any government body, they are still a crucial requirement for the incorporation process.
Legal Requirements
Corporations must establish bylaws as mandated by state law (Ark. Code § 4-27-206). It’s essential to consider additional legal obligations when drafting the bylaws for your corporation:
- Annual Meetings – § 4-26-701(b).
- Corporate Bylaws – § 4-27-206.
- Issuance of Stock – § 4-27-202(a)(2).
Naming Considerations
- Required Words: “Corporation,” “Company,” “Incorporated,” or an abbreviation thereof (choose one).
- Prohibited Words: Names ending with “Company” or the abbreviation “Co.” if the final word or abbreviation is preceded by “and” or any symbol for “and.” Any word or phrase prohibited by law or which suggests organization for any purpose other than one or more of those specified in the articles of incorporation.
- Name Reservation Period: Six months.
- Renewal Period: Nonrenewable.
- Transferability: Yes.
Emergency Bylaws
The board of directors can establish emergency bylaws, applicable only during defined emergencies. An emergency is declared when a quorum of directors cannot assemble due to a catastrophic event. These bylaws, subject to shareholder modification, cover essential management procedures such as meeting protocols and director appointments. Actions taken under these bylaws bind the corporation and protect corporate personnel from liability (§ 4-27-207).
