Are bylaws required in Massachusetts?
Yes, Massachusetts requires corporations to make and adopt bylaws but does not mandate their submission.[1]
Massachusetts Corporate Laws
- Corporate Tax: Massachusetts imposes an excise tax or, accordingly, a minimum tax.[2][3]
- 9.5% – on net income
- $456.00 – Minimum Tax
- Board: Every corporation must function under a board of directors that is granted the ability to wield “all corporate power.”[4]
- Number – Corporations have a minimum of one director, but if the corporation has more than one shareholder, it must have “not less than 3” directors.[5]
- Qualifications –The articles of organization or the bylaws define the requirements for a director, such as waiving the need to be “a resident of the Commonwealth.”[6]
- Terms – All director terms “expire at the first shareholders’ meeting,” and thus a new election occurs during each annual meeting.[7]
- Staggered Terms – Corporations designate classes of directors to divide elections, thus requiring directors serve a “term of 2 years or 3 years.”[8]
- Fiduciary Duties: Corporations expect directors to act according to the bylaws and the board and to exercise the same judgment on corporate matters that any individual believes “appropriate under similar circumstances.”[9]
- Officers: Corporations appoint a “president, a treasurer, and a secretary” as well as any other officer prescribed by the bylaws.[10]
- Meetings: It is assumed, as well as required, that a director operates “with good faith” whenever they make and engage corporate decisions.[11]
- Quorum: The bylaws or the articles of organization allow corporations to fix their quorum requirements, but this may never be less than “one–third of the fixed or prescribed number of directors.”[12]
- Emergency Bylaws: The board adopts distinct bylaws for emergencies (i.e., flood) that remain “subject to amendment or repeal.”[13]