Are bylaws required in Arkansas?
Yes. Arkansas requires corporate bylaws made in order to govern the “regulation and management of the affairs of the corporation.“[1]
Arkansas Corporate Laws
- Corporate Tax Rate: The initial tax is 1% of net income, increases in stages (even when partially reached), then concludes with a flat tax of 6.5%.[2]
- Up To $3,000 – 1% on first $3,000 of net income “or any part thereof”
- $3,000 – $6,000 – 2% on the second $3,000 of net income
- $6,000 – $11,000 – 3% on the next $5,000 of net income
- $11,000 – $25,000 – 5% on the next $14,000 of net income
- $25,000 – $100,000 – 6% on the next $75,000 of net income
- Greater than $100,000 – Flat rate of 6.5%
- Board of Directors: Every “corporation must have a board of directors;” however, those with under 50 shareholders can limit a director’s powers in their articles of formation. [3]
- Qualifications: Corporations determine a director’s qualifications as per the “articles of incorporation or bylaws” (e.g., the bylaws require a director to be a shareholder). [4]
- Terms: The initial director’s term expires upon the first shareholder meeting, during which directors are elected, while all other director terms expire at the next shareholder meeting “unless their terms are staggered.”[5]
- Fiduciary Duties: A director must act “in good faith” to benefit the corporation whenever carrying out their duties.[6]
- Meetings: The notice that is given and the purpose for regular and special meetings can be “prescribed by the bylaws” unless the shareholder or director waives this under § 4-26-105. n § 4-26-105.[7]
- Officers: The board of directors must appoint a president, at least one vice-president, a treasurer, and a secretary, therefore granting them the authority to carry out functions necessary for the “management of the corporation” in accordance with the bylaws. [8]
- Quorum: A quorum must consist of either the majority of a fixed number of directors or, if the bylaws set a variable-range size board, the directors available “immediately before the meeting begins.”[9]
- Emergency Bylaws: Corporations can execute bylaws specifically for emergencies or natural disasters that prevent a quorum; however, such bylaws remain ”subject to amendment or appeal by shareholders.”[10]
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