Idaho Corporate Bylaws
Idaho corporate bylaws establish the rules, procedures, and organizational structure of your corporation, dictating how decisions are made and who gets to make them. Your bylaws should include policies for appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other key procedures.
Unlike the Idaho Articles of Incorporation, your corporate bylaws are internal documents that do not need to be filed with the Idaho Secretary of State. However, every Idaho corporation is required to have bylaws. Creating corporate bylaws can be daunting, which is why Northwest provides a free corporate bylaws template that has been drafted by an attorney and is customized for Idaho corporations.
Why do I need corporate bylaws?
Bylaws are essential for any legitimate corporation. Here are some reasons why.
1. Corporate bylaws are legally required in Idaho.
According to ID Code § 30-29-206 (2019), every Idaho corporation is required to adopt bylaws. Usually, initial bylaws are adopted by the board of directors at the corporation’s first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Your corporate bylaws establish the structure and rules of your corporation, including the number of directors and officers your corporation has and what powers they hold. The bylaws also establish when and where meetings between directors and shareholders are held and how voting will work.
Since all of your corporation’s rules are documented in your bylaws, you can consult these documents when you need to settle a dispute.
3. Corporate bylaws prove that your business is a legitimate corporation.
Adopting corporate bylaws signals to others that your corporation is the real deal. Potential investors and landlords will look to your corporate bylaws to confirm that your corporation is following proper protocols. Plus, you will need to show your corporate bylaws to a bank in order to open a company bank account.
Additionally, if your corporation ever faces a lawsuit, your bylaws can help you reinforce your corporation’s limited liability status. Since your bylaws outline the rules and procedures your corporation follows, you can use it to help demonstrate that your corporation is a distinct legal entity with limited liability protection.
What is included in Idaho Corporate Bylaws?
According to ID Code § 30-29-206 (2019), your bylaws can include any rules that don’t contradict Idaho law or the Articles of Incorporation. But you should be sure your bylaws cover the following topics:
- Directors and officers
- Amendments and emergencies
Who prepares the bylaws?
Usually, the board of directors drafts and adopts the bylaws at the corporation’s first organizational meeting. Since corporate bylaws are complex legal documents, many corporations consult a lawyer before finalizing bylaws. Northwest offers an attorney-drafted corporate bylaws template specifically for Idaho corporations to get you started.
Are corporate bylaws legally binding?
Yes. Corporate bylaws are binding documents that all shareholders, board members and officers are legally obligated to follow. Violating your corporate bylaws can jeopardize your limited liability status.
Are bylaws filed with the state of Idaho?
No. Your bylaws are internal documents that you should keep with your corporation’s other records, like meetings minutes and resolutions.
Do bylaws need to be signed?
Not technically. It’s possible for a board to adopt corporate bylaws without signing them. However, it’s always a good idea to include the signatures of all board members and officers to demonstrate that everyone in your corporation is on the same page.
How do I amend my bylaws in Idaho?
Usually, the process for amending corporate bylaws is outlined in the bylaws themselves. For example, corporate bylaws usually define the minimum number of shareholders needed for a vote (also known as the “quorum”) to approve an amendment.
According to ID Code § 30-29-1020 (2019), a corporation’s shareholders can amend bylaws. The statute also allows for the board of directors to amend bylaws, unless the Articles of Organization or bylaws themselves restrict the board from doing so.