Idaho corporate bylaws provide guidelines and procedures for the organization’s governance. They define the roles and responsibilities of directors, officers, and shareholders. Further provisions include the issuance and transfer of shares, voting procedures, the conduct of corporate meetings, and the handling of corporate records.
The incorporators typically adopt the bylaws after filing the articles of incorporation with the Secretary of State, although the board of directors can also create them during the initial organizational meeting. These bylaws are kept among the entity’s private records, serving to internally outline its structure and management.
Legal Requirements
State law requires corporations to write bylaws. [1] Below you can find other legal considerations to keep in mind when drafting your bylaws:
- Annual Meetings – Must be held at a time specified in or determined according to the bylaws, during which directors are to be elected, unless directors are elected through written consent in place of a meeting. [2]
- Corporate Bylaws – Are allowed to include any provision that complies with the law and the articles of incorporation. [3]
- Issuance of Stock – The company’s board of directors is authorized to issue shares of stock and to determine the amount of type of consideration paid for the stock. The determination of the board as to the nature of the consideration is conclusive. Upon receiving the authorized consideration, the shares issued become fully paid and nonassessable. [4]
Naming Considerations
- Required Words: “Corporation,” “Company,” “Incorporated,” “Limited,” an abbreviation, or similar language. Furthermore, if “Company” or “Co.” precedes “and” or its symbol/abbreviation, it cannot be the final word in the name.
- Prohibited Words: Language that falsely suggests government affiliation or implies that the corporation is organized for an impermissible purpose.
- Name Reservation Period: Four months.
- Renewal Period: Nonrenewable.
- Transferability: Yes.
Emergency Bylaws
If the articles of incorporation don’t specify otherwise, the board of directors can establish emergency bylaws, which are only effective during defined emergencies. These bylaws, amendable by shareholders, cover essential provisions for managing the corporation during emergencies, including procedures for calling board meetings, quorum requirements, and designating additional or substitute directors. [5]
