Kansas corporate bylaws are regulatory provisions that dictate how a corporation operates. They cover essential matters such as board and shareholder meetings, the election of corporate officers, consent requirements for business decisions, and the establishment of committees.
The board of directors has the power to create bylaws, which can only be amended as initially agreed upon.
Legal Requirements
Although state law does not explicitly require corporations to adopt bylaws, it is implied that they should do so under [1] . After submitting their articles of incorporation, all corporations in Kansas are required to hold an organizational meeting.
- Annual Meetings – Gatherings held once a year where shareholders and directors of a corporation discuss the company’s performance and strategize for the future. Annual meetings may be held more often if provided by the bylaws [2] .
- Corporate Bylaws – A set of rules and procedures designed to govern the internal operations of a corporation [3] . The company’s bylaws may be adopted by the Board of Directors or, in some cases, the shareholders themselves. The bylaws can contain any provision as long as they do not conflict with the Articles of Incorporation or state and federal law.
- Issuance of Stock – Company stock is issued by the shareholders or the Board. The price for the stock is set by the issuer and is presumed conclusive in the absence of fraud [4] .
Naming Considerations
- Required Words: “Incorporated,” “Company,” “Limited,” “Association,” “Church,” “College,” “Club,” “Foundation,” “Fund,” “Institute,” “Society,” “Union,” “University,” “Syndicate,” an abbreviation thereof, or language of like import.
- Prohibited Words: Statute silent on this matter.
- Name Reservation Period: 120 days.
- Renewal Period: No.
- Transferability: Yes.
Emergency Bylaws
Directors may adopt emergency bylaws to ensure continuity of business operations during emergencies that prevent board meetings [5] . The emergency bylaws are only effective during the ongoing emergency and cease thereafter. Any regular provisions of the bylaws that do not conflict with the emergency bylaws also remain effective during the emergency.
