What Is Included in Idaho Corporate Bylaws?
According to ID Code § 30-29-206 (2019), your bylaws can include any rules that don’t contradict Idaho law or the Articles of Incorporation. But you should be sure your bylaws cover the following topics:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free Idaho Corporate Bylaws?
Want to focus on your business and leave the heavy lifting to us? Our lawyers drafted a comprehensive corporate bylaws template you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.
In order to fill out our free corporate bylaws template, you’ll need your:
This must be your business’ legal entity name, or the name you put on your Idaho Articles of Incorporation.
List when (date and time) you will hold annual meetings for shareholders.
Once your board of directors have approved the bylaws for the corporation, fill in the date.
The director signs the bylaws to approve them on behalf of the board of directors.
Expect to also maintain up-to-date lists of all shareholders and directors.
Why Do Corporate Bylaws Matter in Idaho?
Bylaws are essential for any legitimate corporation. Here are some reasons why.
1. Corporate bylaws are legally required in Idaho.
According to ID Code § 30-29-206 (2019), every Idaho corporation is required to adopt bylaws. Usually, initial bylaws are adopted by the board of directors at the corporation’s first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Your corporate bylaws establish the structure and rules of your corporation, including the number of directors and officers your corporation has and what powers they hold. The bylaws also establish when and where meetings between directors and shareholders are held and how voting will work.
Since all of your corporation’s rules are documented in your bylaws, you can consult these documents when you need to settle a dispute.
3. Corporate bylaws prove that your business is a legitimate corporation.
Adopting corporate bylaws signals to others that your corporation is the real deal. Potential investors and landlords will look to your corporate bylaws to confirm that your corporation is following proper protocols. Plus, you will need to show your corporate bylaws to a bank in order to open a company bank account.
Additionally, if your corporation ever faces a lawsuit, your bylaws can help you reinforce your corporation’s limited liability status. Since your bylaws outline the rules and procedures your corporation follows, you can use it to help demonstrate that your corporation is a distinct legal entity with limited liability protection.
Who Prepares the Bylaws?
Usually, the board of directors drafts and adopts the bylaws at the corporation’s first organizational meeting. Since corporate bylaws are complex legal documents, many corporations consult a lawyer before finalizing bylaws. Northwest offers an attorney-drafted corporate bylaws template specifically for Idaho corporations to get you started.
Are Corporate Bylaws Legally Binding?
Yes. Corporate bylaws are binding documents that all shareholders, board members and officers are legally obligated to follow. Violating your corporate bylaws can jeopardize your limited liability status.
FAQs
No. The operating agreement is a legal document that outlines the rules for how the owners of an LLC interact. Bylaws, on the other hand, establish the rules for running a corporation and managing its internal affairs.
No. Your bylaws are internal documents that you should keep with your corporation’s other records, like meetings minutes and resolutions.
Not technically. It’s possible for a board to adopt corporate bylaws without signing them. However, it’s always a good idea to include the signatures of all board members and officers to demonstrate that everyone in your corporation is on the same page.
Usually, the process for amending corporate bylaws is outlined in the bylaws themselves. For example, corporate bylaws usually define the minimum number of shareholders needed for a vote (also known as the “quorum”) to approve an amendment.
According to ID Code § 30-29-1020 (2019), a corporation’s shareholders can amend bylaws. The statute also allows for the board of directors to amend bylaws, unless the Articles of Organization or bylaws themselves restrict the board from doing so.