Kentucky Corporate Bylaws

The Kentucky corporate bylaws are the regulations and policies that govern a corporation. Additionally, the board of directors use the rules and procedures found in the bylaws to guide their actions.

Last updated December 6th, 2024

The Kentucky corporate bylaws are the regulations and policies that govern a corporation. Additionally, the board of directors use the rules and procedures found in the bylaws to guide their actions.

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Are bylaws required in Kentucky?

Yes, in Kentucky, a corporation’s initial board of directors must approve and adopt the corporation’s bylaws.[1]

Kentucky Corporate Laws

  • Corporate Tax: A 5.0% tax rate applies to a corporation’s income in Kentucky.[2]
  • Board: Corporations with over fifty shareholders must institute a board of directors that will manage “the business and affairs of the corporation.”[3]
    • Number – At least one individual must be on the board of directors before the initial meeting, upon which the number can fixed with a “minimum and maximum number of directors” or set to be variable through the bylaws or shareholder votes.[4]
    • Qualifications – Corporations use the provisions set in their articles of incorporation or bylaws to “prescribe qualifications for directors.”[5]
    • Term – The initial directors serve until the initial meeting, while each subsequent director’s term will “expire at the next annual shareholders” meeting.”[6]
    • Staggered Terms – The articles of incorporation set two or three groups of directors, equal numbers in each or “as near as may be,” for the purpose of electing only part of the board at annual meetings.[7]
  • Officers: Officers are appointed by the bylaws or the board of directors and thus assumed to “have consented to the jurisdiction of the courts of the Commonwealth of Kentucky.”[8]
    • Fiduciary Duties: Officers complete their duties with corporate interests in mind and “the care an ordinarily prudent person” would exercise.[9]
  • Meetings: The bylaws (and the articles of incorporation) determine the notice given for meetings; however, by default, two days’ notice before a special meeting is expected to detail the “date, time, and place of the meeting.”[10]
  • Quorum: The majority of directors available in office before a meeting or fixed number (by the bylaws) constitutes a quorum unless the bylaws (or articles of incorporation) call for a “greater number.”[11]
  • Emergency Bylaws: The board institutes bylaws containing “provisions necessary for managing the corporation” during emergencies that prevent its normal operations.[12]

Sources

  1. KY Rev Stat § 271B.2-060 (2023)
  2. KY Rev Stat § 141.040 (2023)
  3. KY Rev Stat § 271B.8-010 (2023)
  4. KY Rev Stat § 271B.8-030 (2023)
  5. KY Rev Stat § 271B.8-020 (2023)
  6. KY Rev Stat § 271B.8-050 (2023)
  7. KY Rev Stat § 271B.8-060 (2023)
  8. KY Rev Stat § 271B.8-400 (2023)
  9. KY Rev Stat § 271B.8-420 (2023)
  10. KY Rev Stat § 271B.8-220 (2023)
  11. KY Rev Stat § 271B.8-240 (2023)
  12. KY Rev Stat § 271B.2-070 (2023)