Are bylaws required in Idaho?
Yes. Corporations in Idaho must place bylaws in effect to operate. l1]
Idaho Corporate Laws
- Corporate Tax: There is a 5.965% tax on a corporation’s Idaho taxable income.l2]
- Board of Directors: The board of directors retains the authority to exercise all corporate powers with the corporation within consideration of ID Code 30-29-732 and 30-29-202(b) as well as the limitations listed in the bylaws or articles of incorporation. l3]
- Number – Corporations must have at least one director named before the first annual shareholders’ meeting, with every meeting after this allowing directors to be elected “in the manner provided in the bylaws” (or articles of incorporation). l4]
- Terms – Director terms generally expire during each shareholder meeting following the first one (unless staggered) even if the director was elected to fill a vacancy. l5]
- Staggered Terms – A corporation’s articles of incorporation allow for staggering by “dividing the total number of directors into two (2) or three (3) groups.” l6]
- Fiduciary Duties – Directors must perform their duties and only take action “considering the best interests of the corporation” while staying compliant with state law, the articles, and their corporation’s bylaws. l7]
- Officers: The bylaws describe the officers and offices for a corporation while each officer can “appoint one (1) or more officers if authorized by the bylaws or the board of directors.” l8]
- Quorum: The “majority of the number of directors specified in” in the bylaws or articles of incorporation but, if not, then it must not be less than one-third of the fixed number of directors. l9]
- Meetings: Meetings are open to “any or all directors” but this is amenable through any limitations or restrictions in the bylaws or articles of incorporation. l10]
- Emergency Bylaws: A set of bylaws can be put aside then instituted specifically for emergencies that severely prevent a corporation’s normal operations (i.e., hurricane) but only “remain effective during the emergency.” l11]