Create Document
Adobe PDF
Microsoft Word
OpenDocument
Adobe PDF
Microsoft Word
OpenDocument
Are bylaws required in Alabama?
Yes, the “incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.”[1]
Alabama Corporate Laws
- Corporate Tax Rate: 6.5% of the corporation’s taxable income.[2]
- Board of Directors: The corporation has a board of directors since, in Alabama, all its “business and affairs” require board approval, oversight, and execution.[3]
- Number – The board of directors must have at least one individual.[4]
- Qualifications – Must be at least 19 years old.[5]
- Terms – The first annual stockholders’ meeting marks the expiration of all initial directors’ terms since elections for new directors occur at this meeting.[6]
- Staggered Terms – Directors divided into equally-sized groups (“two or three”) have their election years based on their class or group thus, safeguarding the board from a complete turnover.[7]
- Fiduciary Duty – Must act in good faith and in the best interests of the corporation.[8]
- Elections – Decided by shareholders at regularly scheduled meetings.[9]
- Officers: Appointed by the board of directors or in the certificate of incorporation.[10]
- Meetings: Shareholders must hold at least one meeting per year at a fixed time mentioned in the certificate of incorporation or bylaws.[11]
- Quorum: Consists of a majority of the number of directors unless otherwise specified in the bylaws or certificate of incorporation.[12] A quorum cannot consist of less than one-third of the board of directors.[13]
- Emergency Bylaws: Permitted if a catastrophic event occurs which prohibits a quorum of the board of directors from being assembled.[14]