Are bylaws required in Kansas?
No. Kansas makes allowances for corporate bylaws and enforces legal contracts but does not require bylaws.[1]
Kansas Corporate Laws
- Corporate Tax: Kansas places a corporate tax that is specifically based on income.
- $0.00-$50,000 – 4% of income in addition to 3% of all income over $50,000
- Greater Than $50,000 – 4% of income in addition to 3% of all income over $50,000.[2]
- Board: Corporations function under a board of directors; however, bylaw limitations or powers are “exercised or performed to such extent…as shall be provided in the articles.” [3]
- Number – The board has at least one director “whom shall be a natural person” especially until the initial board meeting or upon amendments to the bylaws.[4]
- Qualifications – The bylaws, or articles of incorporation, determine what qualifies an individual to be a director, such as history, stockholder status, and “other qualifications.” [5]
- Terms – Directors “shall be chosen for a full term” at each annual election after the initial board meeting unless staggered.[6]
- Staggered Terms – Classes assigned to directors (upon the initial election), with the first class expiring on the first annual meeting, the second class “one year thereafter,” and the third class one year after.[7]
- Officers: Corporate board of directors, the bylaws, or the articles of incorporation define the offices so long as one officer has the “duty to record the proceedings of the meetings of the stockholders and directors.” [8]
- Meetings: The “vote of the majority of the directors” is the board of directors’ action; however, bylaws can require more votes as an adjustment.[9]
- Quorum: Generally, the majority of directors make up a quorum, but bylaws can decrease this number so long that it is never “less than 1/3” of the number of directors.[10]
- Emergency Bylaws: While the board of directors can pass bylaws used explicitly during times of emergency, this document is “subject to repeal or change” via stockholder action.[11]