Are bylaws required in Arizona?
Yes. The Arizona Corporate Commission (ACC) specifically requires a corporate board of directors to “adopt initial bylaws for the corporation.”[1]
Arizona Corporate Laws
- Corporate Tax: 4.9% of net income (but must pay at least fifty dollars) “beginning from and after December 31, 2016.”[2]
- Board of Directors: Corporations set “a variable range for the size of the board of directors by fixing a minimum and maximum size” through their corporate bylaws or articles of incorporation but must have at least one director.[3]
- Qualifications: The corporate bylaws or articles of incorporation explicitly “prescribe the qualifications” for sitting directors or board members.[4]
- Fiduciary Duty: Officers’ and directors’ behavior is determined by the board and their duties but must always remain “in the best interests of the corporation.”[5]
- Elections: A corporation must elect its directors “at the first annual shareholder’s meeting and at each meeting thereafter” with the only exception being the staggered terms allowed under 10-806.[6]
- Emergency Bylaws: Corporations are allowed to adopt bylaws to be used whenever a director’s quorum is unachievable because of a “local emergency, state of emergency, or a state of war emergency.”[7]
- Officers: Officers must be “appointed by the board of directors in accordance with their bylaws.”[8]
- Meetings: Meetings may be held in or out of state and attended by “any and all directors” unless the bylaws or articles of the corporation say otherwise.”[9]
- Quorum: A quorum of the board can be made up of “a majority of the fixed number of the board of directors” unless otherwise noted in the articles of incorporation; however, when a quorum vote is taken, an affirmative vote will be considered one from the entire board.[10]
Sample
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