Indiana corporate bylaws are a set of rules that govern the internal operations of a corporation. The board of directors creates them after the initial articles of incorporation are filed. The bylaws outline the corporate leadership structure, business management regulations, and appointment procedures.
However, they cannot violate the law or contradict the articles of incorporation. The bylaws determine the number of board members, meeting schedules, compensation for officers and directors, and shareholder decision-making rights.
Legal Requirements
Corporate bylaws are required in Indiana [1] .
- Annual Meetings –Meetings of the Board of Directors must be held annually or at such other time as provided by the bylaws [2] .
- Corporate Bylaws – Bylaws are initially adopted by the incorporators or Board of Directors. The company’s bylaws may contain any provision that does not conflict with the Articles of Incorporation or other laws [3] .
- Issuance of Stock – The company may issue shares of stock to be purchased for consideration. The consideration for the purchase and the value of the stock are conclusively determined by the Board of Directors [4] .
Naming Considerations
- Required Words: “Corporation,” “Company,” “Incorporated,” “Limited” or an abbreviation thereof.
- Prohibited Words: Language stating/implying the corporation is organized for an impermissible purpose.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable.
- Transferability: Yes.
Emergency Bylaws
A corporation’s board of directors may establish emergency bylaws that outline procedures for calling meetings, appointing substitute directors, and meeting quorum requirements during emergencies [5] . Corporate officials are generally immune from legal liability while acting in good faith under the company’s emergency bylaws.
