Are bylaws required in Indiana?
Yes. Corporations in Indiana must set bylaws in place during the initial board meeting. [1]
Indiana Corporate Laws
- Corporate Tax: Indiana sets a 4.9% tax rate on a corporation’s adjusted gross income.[2]
- Board: Corporations with over fifty shareholders operate under a board of directors; however, the board remains “subject to any limitation set forth in the articles of incorporation” and governed by the bylaws.[3]
- Number – The board initially must have at least one director, during which time the bylaws “establish a variable range” or a fixed number of directors.”[4]
- Qualifications – The standards qualifying directors for their position are determined by the articles of incorporation and the bylaws; otherwise, by default, a director does “need not be a resident of the state.” [5]
- Term – Director elections occur during each annual shareholder meeting unless the “terms are staggered.” [6]
- Staggered Terms – Bylaws, as well as the articles of incorporation, allow election staggering so that directors can be split into two equal groups “or as near as may be” or, if more than two directors, three equal groups. [7]
- Meetings – Regular and special meetings are attended by directors who “simultaneously hear each other during the meeting” even when remote means of communication (i.e., online meetings) are necessary with exception to bylaws limitations or restrictions. [8]
- Officers: While bylaws describe the appointment or election of officers, they “must have at least one (1) officer” serving as the corporation’s secretary. [9]
- Quorum: If the articles of incorporation do not, the bylaws can require “no fewer than one-third (1/3)” of the number of directors prescribed within the bylaws. [10]
- Emergency Bylaws: The board of directors adopt emergency bylaws, thus reflexively adjusting corporate procedures to a state of emergency but only “during the emergency.” [11]