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Kansas Corporate Bylaws

Kansas corporate bylaws are the rules that govern your corporation’s operations. Corporate bylaws create an organizational structure for your company and outline policies for crucial aspects of your corporation, like: appointing directors and officers, holding shareholder and board meetings, and handling conflicts of interest, among other issues.

Adopting strong corporate bylaws is essential, which is why we at Northwest offer a free, attorney-drafted template specifically for Kansas corporations that you can use to create your corporate bylaws.

Why do I need corporate bylaws?

Unlike your Kansas Articles of Incorporation (which you file with the Kansas Secretary of State), your Kansas corporate bylaws are not part of the public record. However, they are no less important than anything you’ll file with the state. Here’s why:

1. Corporate bylaws establish the rules and roles within your corporation.

Your corporate bylaws determine some of the most critical aspects of your corporate structure, like your board of directors, shareholders’ meetings, stocks and even record-keeping procedures. Having an agreed-upon blueprint for day-to-day operations helps to mitigate any disagreements that might disrupt the flow of operations.

2. Corporate bylaws prove that your business is a legitimate corporation.

Adopting corporate bylaws signals to others that your corporation is the real deal. Banks, landlords, and potential investors will want to see your bylaws before doing business with you. And if you’re facing a lawsuit, your corporate bylaws will help reinforce your limited liability status.

Does Kansas require corporate bylaws?

Technically, no—Kansas statutes do not explicitly require bylaws. However, the necessity of corporate bylaws is implied by KS Stat § 17-6008, which states that an organizing meeting shall be held for the purpose of “adopting bylaws, unless a different provision is made in the articles of incorporation for the adoption thereof.” Basically, bylaws are essential for a well-functioning corporation and you’ll want to make sure you’ve got ‘em.

What is included in Kansas’s corporate bylaws?

Corporate bylaws can include anything (within the law) not already covered by Kansas’s statutes. But strong bylaws are essential, and should include information about:

  • Meetings
  • Stock
  • Directors and officers
  • Finances
  • Records
  • Amendments and emergencies

Who prepares the bylaws?

Corporate bylaws are adopted by directors or incorporators at your initial organization meeting. While it’s a good idea to consult with a lawyer before finalizing your bylaws, you can use our free Kansas Corporate Bylaws template to help get you started.

Are corporate bylaws legally binding?

Yes. Your Kansas corporate bylaws are official legal documents, which means you can use them in a court of law to prove your limited liability status or to show the organizational structure of your business. It also means you could be subject to legal ramifications if you don’t follow your bylaws.

Kansas Corporate Bylaws Template

Here is our Corporate Bylaws template, drafted by an attorney specifically for Kansas corporations:

FAQs

Are bylaws filed with the state of Kansas?

No. Your corporate bylaws are internal documents, which means they should be kept on file with your business records.

Do bylaws need to be signed?

No, Kansas statutes do not explicitly state that bylaws need to be signed. That said, including signatures from your leadership adds to your corporation’s legitimacy and helps to ensure that your bylaws will hold up in court.

How do I amend my bylaws in Kansas?

KS Stat § 17-6009 provides some rules for amending bylaws, but for the most part, corporations establish the procedures for amending bylaws in their articles and in the bylaws themselves.

For example, articles may give the board of directors or the corporation’s governing body the sole power to adopt, amend, or repeal bylaws. And, according to KS Stat § 17-6506, bylaws may set the terms of a corporation’s quorum (the minimum number of folks who need to be present for a vote to be considered legitimate).

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