50-State Surveys › Corporate Bylaws Adoption and Amendment Requirements by State
Corporate Bylaws Adoption and Amendment Requirements by State
Must an ordinary domestic private business corporation adopt bylaws, who may adopt, amend, repeal, or reserve them, what limits apply, and must the bylaws be signed, filed, retained, or supplied for inspection?
51 of 51 jurisdictions verified
every entry statute-checked, oldest 2026-08-20
What this survey covers
Bylaws are the corporation's internal operating rules, but state statutes do not treat their creation and later amendment as one undifferentiated act. The initial bylaws may belong to incorporators, initial directors, the board, or an articles-reserved shareholder route. Later amendment authority may be shared, reserved, or limited for a particular bylaw.
This survey follows that statutory framework from initial organization through amendment and records. It compares the adoption duty, authorized actor, organizational procedure, permitted contents, board and shareholder power, special higher-vote rules, and any signature, filing, retention, or inspection requirement. It does not evaluate whether a complete set of bylaws is suitable for a particular corporation.
How to read the table
Start with the initial-duty and adoption-authority columns. They answer whether bylaws are required and who adopts the first version. Read those together with the organizational-action column, because a mandatory bylaw rule can still leave the meeting, consent, notice, or timing route to a separate section.
Next compare the content and amendment columns. A broad permission to regulate corporate affairs remains subordinate to the articles and current law. Board power to amend may also yield to an articles reservation or a shareholder- adopted restriction, while shareholder power may continue even when the board has concurrent authority.
Finish with the special-rule and records columns. Higher quorum or vote bylaws can carry their own amendment threshold. A particular transfer-restriction or public-company bylaw may have a distinct filing or election rule, even though ordinary bylaws remain internal corporate records.
Patterns across the completed table
Most modern business-corporation acts require incorporators or the board to adopt initial bylaws, but that is not universal. A substantial permissive cluster leaves adoption optional, Missouri supplies routes without a general adoption command, Ohio uses a 90-day regulations deadline, and Wyoming's current Title 17 both requires initial bylaws and supplies annual-meeting and officer defaults if they were not adopted. Organizational procedure also moves independently: Alaska's current chapter requires a post-certificate meeting with at least 20 days' mailed notice, while many Model Act states permit unanimous incorporator consent and state no deadline.
Later power most often belongs to both shareholders and the board, subject to an articles reservation and a shareholder-adopted restriction. Important outliers use shareholder-first, board-first, incorporator-only, certificate- authorized, pre-share/post-share, or subject-specific actor rules. Higher board or shareholder thresholds frequently carry a same-or-greater amendment test; forum, fee-shifting, proxy, election, meeting-place, and director-number bylaws form smaller protected clusters. Wyoming is unusual in permitting a committee to exercise bylaw power only when the board specifically authorizes it.
Ordinary bylaws generally remain internal rather than publicly filed. Direct inspection after five business days' notice is the largest records cluster, but proper-purpose demands, longer copy periods, certified-copy routes, general- books statutes, and no bylaw-specific access tier all appear. Shareholder agreements placed inside bylaws commonly use unanimous adoption, a ten-year default, and a public-market cutoff; Maine, Montana, Alaska, Delaware, and several legacy statutes depart materially from that pattern.
Scope boundaries
This is a statute-centered survey for ordinary private business corporations. It does not replace the corporation's articles, existing bylaws, shareholder or investor agreements, minutes, consents, or special classification. It also does not decide whether a particular governance clause is enforceable, advisable, or consistent with fiduciary, securities, tax, lender, exchange, or regulatory requirements.
Get this answered for your state
This survey compares every state side by side. Ask about your specific situation and see what your state's law says, with citations to the statutes.
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| State | Governing law and covered corporation | Initial-bylaw duty and no-bylaws defaults | Adoption authority | Organizational action and timing | Permitted contents and limits | Amendment, repeal, and reserved power | Higher-vote and special-bylaw rules | Signature, filing, records, and inspection | Shareholder-agreement and entity boundaries |
|---|---|---|---|---|---|---|---|---|---|
| Alabama verified 2026-08-21 | Alabama Business Corporation Law, Title 10A ch. 2A; ordinary domestic business-corporation bylaws (§§ 10A-2A-2.05, 10A-2A-10.20) |
Mandatory: incorporators or board shall adopt initial bylaws; no ordinary no-bylaws substitute (§ 10A-2A-2.05(a)) |
Incorporators or board adopt initially; stockholders and board generally share later power (§§ 10A-2A-2.05, 10A-2A-10.20) |
After incorporation, majority-called named-director or incorporator organization meeting; incorporators may use unanimous signed consent; no separate deadline stated (§ 10A-2A-2.04) |
Any provision consistent with law and certificate; current law expressly permits conditioned proxy-access and proxy-expense bylaws and makes bylaws a binding corporation-stockholder contract (§ 10A-2A-2.05) |
Concurrent power subject to certificate/special-section reservation and stockholder protection; board retains reasonable-process authority over protected proxy provisions; no vested property right (§§ 10A-2A-2.05(d), 10A-2A-10.20) |
Greater board quorum/vote or meeting-place bylaws and optional director-election bylaws follow actor-of-origin repeal and stated-vote protections (§§ 10A-2A-10.21 to -10.22) |
No general bylaw execution or public filing; maintain current bylaws and ordinarily allow principal-office inspection after 5-business-day signed notice, subject to restrictions (§§ 10A-2A-16.01 to -16.02) |
Unanimous stockholder agreement may alter board/governance power and inspection; qualifying SEC-reporting corporation is excluded from state inspection right (§§ 10A-2A-7.32, 10A-2A-16.02(f), (j)) |
| Alaska verified 2026-08-21 | Alaska Corporations Code, AS 10.06; domestic for-profit corporation subject to the chapter, excluding foreign corporations and national banks (§ 10.06.990(13)) |
Mandatory organizational meeting for adoption; bylaws must state director number/range unless articles do; meeting and board-notice defaults fill specified gaps (§§ 10.06.223, .230(a), .405, .470(b)) |
Incorporators or named initial directors organize; before directors are elected incorporators may adopt/amend; board or outstanding shares otherwise may adopt (§§ 10.06.223, .225, .228) |
After certificate issuance, majority-called organizational meeting with at least 20 days' mailed notice; later board/shareholder action may use unanimous identical written consents (§§ 10.06.223, .423, .475(b)) |
Any management or affairs provision not conflicting with law or articles; statute lists meeting, proxy, director, committee, officer, record, and report subjects (§ 10.06.230(e)) |
Board or outstanding shares may adopt/amend/repeal; articles may restrict or eliminate either power; committees cannot amend (§§ 10.06.228, .468(a)(4)) |
After shares issue, outstanding-share approval controls director-number/range bylaws; special 16⅔% opposition bar applies below five directors; bylaws may raise board quorum/vote (§§ 10.06.230(c)-(d), .473(a)) |
No general signing, certification, acknowledgment, notarization, or public filing stated; keep current bylaws at the specified Alaska office for inspection or furnish a copy on written request (§ 10.06.233) |
Separate unanimous-shareholder agreements may regulate transfers and director/officer selection; chapter excludes foreign corporations and national banks and states no public-company bylaw cutoff (§§ 10.06.424, .990(13)) |
| Arizona verified 2026-08-20 | Arizona Title 10 ordinary business-corporation bylaw provisions (§§ 10-205 to 10-207, 10-1020 to 10-1022) |
Mandatory: the board shall adopt initial bylaws; no ordinary-corporation no-bylaws substitute is stated (§ 10-206(A)) |
Board alone adopts initial bylaws; board and shareholders have later amendment or repeal authority subject to reservations and locks (§§ 10-206, 10-1020) |
After incorporation, the board holds an organizational meeting called by a majority of directors; § 10-205 states no notice interval or numeric deadline |
May manage the business and regulate corporate affairs if not inconsistent with law or the articles (§ 10-206(B)) |
Board may amend or repeal unless the articles or Act reserve power or shareholders protect a bylaw; shareholders retain amendment and repeal power (§ 10-1020) |
Articles-authorized higher shareholder rules and higher board rules use protected actor and greater current-or-proposed thresholds; committees cannot change bylaws (§§ 10-825, 10-1021 to 10-1022) |
No general execution or public-filing step in the surveyed provisions; keep current bylaws at a listed office, with inspection limited to six-month or 5% holders on five-business-day notice (§§ 10-1601 to 10-1602) |
A unanimous statutory shareholder agreement may be placed in the bylaws and ends upon exchange listing or covered regular trading; ordinary bylaw rules remain distinct (§ 10-732) |
| Arkansas verified 2026-08-21 | Arkansas Business Corporation Act of 1987, Ark. Code §§ 4-27-101 to -1706; ordinary domestic private business corporation |
Mandatory: incorporators or board shall adopt initial bylaws; no substitute for operating without bylaws is stated (§ 4-27-206) |
Incorporators or board adopt initially; named initial directors organize, while no-named-director incorporators elect directors and may complete organization or elect a board to do so (§§ 4-27-205 to -206) |
Majority-called organization meeting in/out of Arkansas; unanimous incorporator consent or unanimous board consent, with board action effective on last signature unless stated otherwise; no adoption deadline (§§ 4-27-205, 4-27-821) |
Any management or affairs provision consistent with law and articles; regular terms remain effective beside emergency bylaws to the extent consistent (§§ 4-27-206 to -207) |
Board and shareholders share later power; board yields to articles/Act reservation and an express shareholder protection of a particular bylaw; shareholders retain amendment/repeal power (§ 4-27-1020) |
Articles-authorized greater shareholder quorum/vote bylaws and greater board quorum/vote bylaws use same-or-greater and actor-of-origin protections; emergency bylaws are shareholder-amendable, and committees cannot change bylaws (§§ 4-27-207, 4-27-825, 4-27-1021 to -1022) |
No general bylaw execution, certification, notarization, or public filing; keep current bylaws/amendments at principal office. Any shareholder may inspect/copy them after 5 business days' written notice without the second-tier proper-purpose conditions (§§ 4-27-1601 to -1602) |
Ordinary Chapter 27 supplies voting trusts and specifically enforceable voting agreements, not a broad governance-override agreement; nonprofit, professional, public, foreign, and specially regulated entities remain outside this answer (§§ 4-27-730 to -731) |
| California verified 2026-08-20 | California General Corporation Law; ordinary domestic stock-corporation bylaws (Corp. Code §§ 210-213) |
No blanket shall-adopt rule; §§ 210-211 say bylaws may be adopted, but the board number/range must appear in the bylaws unless stated in the articles (§ 212(a)) |
If no initial directors are named, incorporators may adopt/amend until directors are elected; otherwise board or outstanding-share approval may adopt (§§ 210-211) |
No special bylaw deadline in §§ 210-213; incorporators organize before director election, while board/shareholder approvals use ordinary meeting or written-consent rules (§§ 151-153, 307, 603) |
Board number/range is required unless in articles; other nonconflicting management provisions may address meetings, proxies, directors, committees, officers, reports, and emergency governance (§ 212) |
Board or approval of outstanding shares; articles or bylaws may restrict/eliminate board power, and post-issuance board-number structure changes require outstanding-share approval (§§ 211-212) |
Articles may require greater votes; bylaws may require a majority of the authorized board and may contain emergency rules; director-number formulas and small-shareholder-count exceptions apply (§§ 204, 212) |
No general statutory signature, notarization, or SOS filing; keep current bylaws at the California office for reasonable-time inspection, or furnish a copy on written request if no California office (§§ 213, 1500) |
Close-corporation shareholder agreements may carry provisions otherwise placed in articles; nonprofit, professional, public-company, and special-entity rules are outside this ordinary stock-corporation scope (§ 204) |
| Colorado verified 2026-08-21 | Colorado Business Corporation Act, Title 7, articles 101-117; ordinary domestic lawful-business corporation, subject to separate special-class statutes (§ 7-103-101) |
Permissive: organization provisions say bylaws may be adopted 'if desired'; no ordinary no-bylaws substitute stated (§§ 7-102-105 to -106) |
Board first; incorporators if no directors are elected; shareholders only if neither incorporators nor board adopted initial bylaws (§ 7-102-106) |
Majority-called incorporator or initial-director organization meeting; incorporators may use unanimous written consent; no adoption deadline stated (§§ 7-102-105, 7-108-202) |
May manage the business and regulate corporate affairs if consistent with law and the articles; internal-claim forum bylaws cannot exclude Colorado courts or compel arbitration (§§ 7-102-106, -108) |
Concurrent power; board power yields to statutory/articles reservation or a particular bylaw's express board prohibition (§ 7-110-201) |
Articles-authorized greater shareholder thresholds use the greater current-or-proposed test and are board-proof; board-threshold and meeting-place bylaws follow actor-of-origin rules (§§ 7-110-202 to -203) |
No general execution or public-filing step stated; keep bylaws at principal office and allow direct inspection after 5-business-day written demand (§§ 7-116-101 to -102) |
Special-class statutes may displace or supplement the Act; emergency bylaws are separately board-adopted and shareholder-amendable (§§ 7-103-101, 7-102-107) |
| Connecticut verified 2026-08-21 | Connecticut Business Corporation Act, Conn. Gen. Stat. ch. 601; ordinary domestic business corporation (§§ 33-600 to 33-998) |
Mandatory: incorporators or board shall adopt initial bylaws; no no-bylaws substitute stated (§ 33-640(a)) |
Incorporators or board adopt initially; named initial directors organize, while no-named-director incorporators may complete organization or elect a board (§§ 33-639 to 33-640) |
Majority-called organization meeting may occur before/after incorporation and in/out of state; incorporators and board have unanimous signed-consent routes; no adoption deadline stated (§§ 33-639, 33-749) |
Any provision consistent with law/certificate; proxy access/reimbursement and internal-claim forum bylaws expressly regulated (§§ 33-640, 33-642) |
Concurrent later power subject to certificate/special-section reservation and shareholder protection; board retains reasonable-process authority over proxy bylaws (§§ 33-640(d), 33-806) |
Articles-authorized greater shareholder-vote bylaws are shareholder-only; greater board-vote/place bylaws use actor-of-origin and same-or-greater rules; election bylaw is public-only (§§ 33-807 to 33-809) |
No general execution or public filing; keep current bylaws at principal office and permit direct inspection after 5-business-day signed notice (§§ 33-945 to 33-946) |
Unanimous qualifying agreement may override ch. 601, including through bylaws, but ends when corporation becomes public; current agreement sets its own duration (§ 33-717) |
| Delaware verified 2026-08-21 | Delaware General Corporation Law, Title 8, Chapter 1; ordinary domestic stock corporation in scope (8 Del. C. ch. 1) |
Adoption is authorized, not separately phrased as a duty; organization action is mandatory and lists adopting bylaws as a purpose; no separate no-bylaws default (§§ 107-109) |
Incorporators or named initial directors may adopt; before stock payment the board may act; after payment voting stockholders hold power, with certificate-conferred concurrent board power (§ 109(a)) |
After filing, majority-called organization meeting on 2 days' written/electronic notice; unanimous written/electronic consent may replace it and may take effect within 60 days; no post-filing deadline stated (§ 108) |
Any corporate-affairs provision consistent with law and certificate; fee-shifting against stockholders is barred; forum provisions must preserve an available Delaware court (§§ 109(b), 115) |
After stock payment, voting stockholders hold power; certificate may add concurrent board power but cannot divest stockholders; committees cannot act (§§ 109(a), 141(c)(2)) |
Stockholder-adopted director-election-vote bylaw is board-protected; proxy, transfer, classified-board, quorum/vote, forum, and emergency provisions have special limits (§§ 110, 112-113, 115, 141(b), (d), 202, 216) |
No general signing, certification, notarization, or public filing; current bylaws are inspectable books and records only through an under-oath, good-faith, proper-purpose, particularized demand (§§ 109, 220) |
Stockholder contracts may restrict corporate action within § 122(18); § 218 voting agreements remain separate; close-corporation board restrictions use § 350; federal/listing rules remain outside scope |
| District of Columbia verified 2026-08-21 | Business Corporation Act of 2010; domestic for-profit corporation incorporated under or subject to Chapter 3 (D.C. Code §§ 29-301.01, -301.02(4)) |
Mandatory initial bylaws; provision-specific principal-office and two-day board-notice defaults apply when bylaws are silent (§§ 29-302.06(a), -305.01(b), -306.22(b)) |
Incorporators or board adopt initially; shareholders and usually board hold later power (§§ 29-302.05 to -302.06, -308.20) |
After incorporation, named directors or incorporators organize; unanimous signed incorporator consent and unanimous delivered board consent are available; no deadline stated (§§ 29-302.05, -306.21) |
Any business-management or affairs-regulation provision consistent with law and articles (§ 29-302.06(b)) |
Shareholders may amend/repeal; board may unless articles or special sections reserve power or shareholders protect the bylaw; committees cannot act (§§ 29-306.25(e)(4), -308.20) |
Shareholder-origin higher-board-threshold bylaws and public-corporation election bylaws have special actor, same-or-greater-vote, and repeal rules (§§ 29-308.21 to -308.22) |
No general signing, certification, or public filing stated; keep current bylaws at principal office for inspection after five business days' notice in a record (§§ 29-313.01(e)(2), -313.02(a)) |
Unanimous agreement may appear in bylaws, defaults to 10 years unless otherwise stated, and ends when corporation becomes public; public corporations have a separate election-bylaw option (§§ 29-305.42, -308.22) |
| Florida verified 2026-08-20 | Florida Business Corporation Act; ordinary domestic for-profit corporation bylaws (Fla. Stat. §§ 607.0205-.0208, .1020-.1022) |
Mandatory: incorporators or board shall adopt initial bylaws unless the articles reserve that power to shareholders (§ 607.0206(1)) |
Incorporators or board ordinarily adopt initially; articles may reserve initial power to shareholders; board/shareholders generally share later power (§§ 607.0206, .1020) |
Majority of initial directors/incorporators calls; at least 2 days' time/place notice; unanimous signed consents may replace the organizational meeting (§ 607.0205) |
Any provision consistent with law/articles; proxy-access/reimbursement and forum clauses are expressly regulated, while internal-claim shareholder fee shifting is barred (§§ 607.0206-.0208) |
Board may amend unless statute/articles/shareholders reserve or protect; shareholders may amend even when board also can; no vested property right in a bylaw (§ 607.1020) |
Shareholder higher-vote bylaws need articles authorization, shareholder action, and same-or-greater approval; director higher-vote bylaws follow adopter-specific protections (§§ 607.1021-.1022) |
No general signature, notarization, or public filing; maintain current bylaws and make them available at the principal office after 5 business days' written demand (§§ 607.1601-.1602) |
Emergency bylaws have a separate board/shareholder regime; shareholder agreements, nonprofits, public companies, and special entities remain outside this ordinary-corporation answer (§ 607.0207) |
| Georgia verified 2026-08-20 | Georgia Business Corporation Code; ordinary domestic for-profit corporation and its internal bylaws (§§ 14-2-206, 14-2-1020) |
Mandatory: incorporators or board shall adopt initial bylaws; the statute supplies no permission to remain bylaw-free (§ 14-2-206(a)) |
Incorporators or board adopt initially; pre-share bylaws count as shareholder-adopted; board and shareholders generally share later power (§§ 14-2-206(a), 14-2-1020) |
After incorporation, named directors organize at a majority-called meeting; otherwise incorporators organize or elect a board; unanimous incorporator or director consent may replace a meeting; no numeric adoption deadline (§§ 14-2-205, 14-2-821) |
Any business-management or affairs provision consistent with law and articles; since July 1, 2026, bylaws may require internal-entity claims in the Georgia State-wide Business Court (§ 14-2-206; 2026 H.B. 1185 § 3) |
Board acts unless articles/chapter reserve power or shareholders lock a bylaw; shareholders retain power; incorporators/board may amend before shares issue (§ 14-2-1020) |
Shareholder higher-vote bylaws are board-protected and use same-or-greater amendment rules; director higher-vote bylaws use majority-entitled/entire-board defaults; staggered-term bylaws are shareholder-only; committees cannot act (§§ 14-2-727, 14-2-1020 through -1022, 14-2-825) |
No general signature, certification, acknowledgment, notarization, or public filing in the surveyed bylaw sections; keep current bylaws and allow inspection at the principal office after ≥5 business days' written notice (§ 14-2-1602(a)-(b)) |
A unanimous qualifying shareholder agreement may appear in bylaws, lasts ≤20 years, and ends when shares become publicly traded; a listed/traded company has a special board election-bylaw route (§§ 14-2-732, 14-2-728) |
| Hawaii verified 2026-08-21 | Hawaii Business Corporation Act; domestic for-profit corporation (Haw. Rev. Stat. §§ 414-1, -3) |
Mandatory initial bylaws; incorporators or board shall adopt; no separate no-bylaws default stated (§ 414-36(a)) |
Incorporators or board adopt initially; board and shareholders may later amend/repeal (§§ 414-36(a), -301) |
Named directors organize by meeting; incorporators may use unanimous signed consent; board may use unanimous signed/electronic record consent; no deadline stated (§§ 414-35, -212) |
Any managing or affairs provision consistent with law and articles (§ 414-36(b)) |
Board and shareholders may amend/repeal; articles/chapter may reserve power and shareholders may protect a bylaw; committees cannot act (§§ 414-301, -216(e)(5)) |
Articles-authorized higher-shareholder-vote bylaws are shareholder-only; higher-board-vote bylaws use actor-of-origin and greater-threshold safeguards; emergency bylaws are temporary (§§ 414-302 to -303, -37) |
No general signing, certification, public filing, bylaw-retention, or bylaw-inspection rule stated; shareholder register is directly inspectable (§ 414-470) |
Unanimous agreement may override chapter and permit less-than-all written action; ten-year default unless changed; ends on listing or regular trading (§ 414-163) |
| Idaho verified 2026-08-21 | Idaho Business Corporation Act; domestic for-profit corporation (Idaho Code §§ 30-29-101, -140(5)) |
Mandatory initial bylaws; incorporators or board shall adopt; no separate no-bylaws default stated (§ 30-29-206(a)) |
Incorporators or board adopt initially; shareholders and usually board hold later power (§§ 30-29-206(a), -1020) |
Named directors organize by meeting; incorporators may use unanimous signed consent; board may use unanimous delivered consent; no deadline stated (§§ 30-29-205, -821) |
Any provision consistent with law and articles; forum bylaw cannot exclude Idaho courts or require arbitration (§§ 30-29-206(b), -208) |
Shareholders may amend/repeal; board may unless articles/statute reserve power or shareholders protect the bylaw; committees cannot act (§§ 30-29-1020, -825(d)(4)) |
Higher-board-vote bylaw uses actor-of-origin and greater-threshold safeguards; election, proxy, forum, and emergency bylaws have special rules (§§ 30-29-206(c)-(d), -207 to -208, -1021 to -1022) |
No general signing, certification, or public filing stated; retain current bylaws; direct inspection after five business days' signed notice (§§ 30-29-1601(a)(3), -1602(a)) |
Qualifying unanimous shareholder agreement may override chapter rules and appear in bylaws; amendment and duration follow the agreement (§ 30-29-732) |
| Illinois verified 2026-08-20 | Illinois Business Corporation Act of 1983; ordinary domestic corporation bylaws (805 ILCS 5/2.20-.30) |
Initial shareholders may adopt in the subscriber route; otherwise initial directors adopt at their first meeting (§ 2.20) |
Shareholders may adopt before the initial-director meeting; initial directors act if they have not; board/shareholders generally share later power (§§ 2.20, 2.25) |
Called by the statutory majority; at least 3 days' written notice unless waived; may meet in/out of Illinois; subscriber-shareholders may use § 7.10 consent (§ 2.20) |
May regulate and manage corporate affairs if consistent with law and the articles (§ 2.25) |
Board or shareholders unless articles reserve shareholders; bylaws may protect a shareholder-adopted bylaw from board amendment or repeal (§ 2.25) |
Shareholder quorum/vote increases belong in articles; bylaws may raise board thresholds, set board size/range/classification, and support shareholder-approved emergency rules (§§ 2.30, 7.60, 8.10, 8.15) |
No general execution or filing step; secretary may certify bylaws, but § 7.75's statutory inspection list covers books, minutes, voting trusts, and shareholder records—not bylaws (§§ 7.75, 8.50) |
Unanimous written shareholder management agreements have separate effect; close, public, professional, nonprofit, residential-cooperative, and regulated corporations use additional rules (§ 7.71; Art. 2A) |
| Indiana verified 2026-08-20 | Indiana Business Corporation Law, IC 23-1; ordinary domestic business-corporation bylaws (§§ 23-1-21-5 to -7, 23-1-39-1 to -3) |
Mandatory: incorporators or board shall adopt initial bylaws; no ordinary-corporation no-bylaws substitute is stated (§ 23-1-21-6) |
Incorporators or board adopt initial bylaws; later board-only default unless articles provide otherwise, with narrow articles-authorized shareholder routes (§§ 23-1-21-6, 23-1-39-1 to -3) |
Named initial directors organize after incorporation; otherwise incorporators elect a board; incorporators/subscribers may use unanimous signed consent; meeting may be in/out of Indiana (§ 23-1-21-5) |
May manage the business and regulate corporate affairs if not inconsistent with law or the articles (§ 23-1-21-6(b)) |
Only the board may amend or repeal unless the articles provide otherwise; no general concurrent shareholder power (§ 23-1-39-1) |
Articles-authorized higher shareholder rules are board-proof; higher board rules follow actor-of-origin and greater-threshold protections; committees cannot change bylaws (§§ 23-1-34-6, 23-1-39-2 to -3) |
No general execution or public-filing step in the surveyed provisions; keep current bylaws at the principal office, directly inspectable on five-business-day written notice (§§ 23-1-52-1 to -2) |
A 50-or-fewer-shareholder corporation may limit or omit the board through its articles; SEC-registered voting shares have a separate staggered-board opt-out bylaw (§§ 23-1-33-1, -6) |
| Iowa verified 2026-08-21 | Iowa Business Corporation Act, Iowa Code ch. 490; ordinary domestic business corporation (§§ 490.205 to 490.208) |
Mandatory: incorporators or board shall adopt initial bylaws; no no-bylaws substitute stated (§ 490.206(1)) |
Incorporators or board adopt initially; named initial directors organize, while no-named-director incorporators elect directors or a board to complete organization (§§ 490.205 to 490.206) |
Majority-called organization meeting in/out of Iowa; incorporators and board have unanimous signed-consent routes; no adoption deadline stated (§§ 490.205, 490.821) |
Any provision consistent with law/articles; proxy access/reimbursement and internal-claim forum bylaws expressly regulated (§§ 490.206, 490.208) |
Concurrent later power subject to articles/special-section reservation and shareholder protection; board retains reasonable-process authority over proxy bylaws (§§ 490.206(4), 490.1020) |
Greater board-vote/meeting-place bylaws use actor-of-origin and same-or-greater rules; director-election bylaw is available to an ordinary corporation, not limited to public companies (§§ 490.1021 to 490.1022) |
No general execution or public filing; maintain current bylaws and permit direct principal-office inspection after 5-business-day signed notice (§§ 490.1601 to 490.1602) |
Unanimous qualifying agreement may override ch. 490, including through bylaws; current agreement states any duration limit and has no automatic public-company cutoff (§ 490.732) |
| Kansas verified 2026-08-21 | Kansas General Corporation Code, K.S.A. ch. 17; ordinary domestic private stock corporation (§ 17-6001) |
Ordinary organization meeting is for adopting bylaws unless articles make a different adoption provision; no express no-bylaws operating default (§ 17-6008(a)) |
No named initial directors: incorporators adopt; named initial directors: board adopts. Before any stock payment the board may act; afterward voting stockholders control, with articles-authorized concurrent board power (§§ 17-6007 to -6009) |
After filing, majority-called meeting in/out of Kansas; 2 days' written/electronic notice stating time, place, purposes, or unanimous consent. Future-effective consent capped at 60 days; no numeric meeting deadline (§ 17-6008) |
Business, affairs, and actor-rights provisions consistent with law/articles; no stockholder fee shifting for internal corporate claims. Kansas-only internal-claim forum and qualifying transfer restrictions allowed (§§ 17-6009, -6015, -6426) |
After any stock payment, voting stockholders hold adoption/amendment/repeal power; articles may grant the board concurrent power but cannot divest or limit stockholders (§ 17-6009(a)) |
Stockholder quorum may not fall below 1/3; stockholder-adopted director-election vote bylaw is board-protected. Board quorum may fall no lower than 1/3 unless articles say otherwise; only initial or stockholder bylaw may classify directors; committees cannot change bylaws (§§ 17-6301, -6506) |
No general execution, certification, notarization, public filing, or bylaw-location rule. Electronic documents/signatures are allowed when required/permitted; stockholder inspection uses written under-oath proper-purpose demand for other books/records (§§ 17-6016, -6510) |
Separate close-corporation stockholder agreements and partnership-style bylaw terms fall outside this ordinary-corporation answer; nonprofit, public, foreign, regulated, and bankruptcy rules also remain outside (§§ 17-7210, -7214) |
| Kentucky verified 2026-08-21 | Kentucky Business Corporation Act, KRS ch. 271B; ordinary domestic business-corporation bylaws (§§ 271B.2-060, 271B.10-200) |
Mandatory: incorporators or board shall adopt initial bylaws; no no-bylaws substitute stated (§ 271B.2-060) |
Incorporators or board adopt initially; named initial directors organize, while no-named-director incorporators may complete organization or elect a board (§§ 271B.2-050 to .2-060) |
Majority-called organizational meeting; incorporators may act by unanimous written consent and board may use unanimous written consent unless governing documents say otherwise; no deadline stated (§§ 271B.2-050, 271B.8-210) |
May manage business and regulate affairs if consistent with law and articles; emergency bylaws are separately limited to a catastrophic-event emergency (§§ 271B.2-060 to .2-070) |
Board and shareholders share amendment/repeal power; articles/chapter may reserve power and shareholders may protect a particular bylaw from board change (§ 271B.10-200) |
Greater board quorum/vote bylaws use actor-of-origin and same-or-greater rules; committees cannot change bylaws (§§ 271B.8-250, 271B.10-220) |
No general execution or public filing stated; keep current bylaws at principal office and permit inspection after 5-business-day written notice (§§ 271B.16-010 to .16-020) |
No separate shareholder-agreement or public-company bylaw regime is applied in the cited ordinary Ch. 271B provisions; special entities remain outside this survey |
| Louisiana verified 2026-08-21 | Louisiana Business Corporation Act, La. R.S. Title 12 ch. 1; ordinary domestic business-corporation bylaws (§§ 12:1-206, 12:1-1020) |
Permissive: board may adopt bylaws; no ordinary shall-adopt command or no-bylaws substitute (§ 12:1-206) |
Board alone has initial adoption authority; no-named-director incorporators elect the board; shareholders have later amendment/repeal power (§§ 12:1-205, 12:1-206, 12:1-1020) |
Named directors hold majority-called organization meeting; otherwise incorporators meet or unanimously consent only to elect board; no bylaw-adoption deadline stated (§ 12:1-205) |
May manage business and regulate affairs if consistent with law/articles; conditioned proxy-access and proxy-expense bylaws are expressly authorized (§ 12:1-206) |
Concurrent later power subject to articles/special-section reservation and shareholder protection; board retains reasonable-process authority over proxy bylaws (§§ 12:1-206(D), 12:1-1020) |
Greater board quorum/vote bylaws use actor-of-origin and same-or-greater rules; director-election bylaw regime is public-corporation-only (§§ 12:1-1021 to -1022) |
No general execution or public filing; keep current bylaws at principal office and allow direct inspection after 5-business-day signed notice (§§ 12:1-1601 to -1602) |
Separate unanimous governance agreement may override ordinary governance but ends when corporation becomes public; public election-bylaw rule remains outside private scope (§§ 12:1-732, 12:1-1022) |
| Maine verified 2026-08-21 | Maine Business Corporation Act; domestic for-profit or share corporation (13-C M.R.S. §§ 101, 102(4)) |
Mandatory initial bylaws; incorporators or board shall adopt; no separate no-bylaws default stated (§ 206(1)) |
Incorporators or board adopt initially; shareholders and usually board hold later power (§§ 206(1), 1020) |
Organization meeting may occur before or after incorporation; incorporators may use unanimous signed consent; board may use unanimous delivered consent (§§ 205, 822) |
Any provision consistent with law and articles (§ 206(2)) |
Shareholders may amend/repeal; board may unless articles/statute reserve power or shareholders protect the bylaw; committees cannot act (§§ 1020, 826(5)(E)) |
Higher-board-vote bylaw uses actor-of-origin and greater-threshold safeguards; proxy and emergency bylaws preserve special powers (§§ 1021, 206(3)-(4), 207) |
No general signing, certification, or public filing stated; keep current bylaws at principal or registered office; direct inspection after five business days' signed notice (§§ 1601(5)(B), 1602(2)) |
Unanimous agreement may override Act rules and appear in bylaws; unlimited-term default unless changed; ends when corporation becomes public (§ 743) |
| Maryland verified 2026-08-21 | Maryland Corporations and Associations Article, Title 2; ordinary domestic stock corporation bylaws (§§ 2-109, 2-110) |
Mandatory: named directors shall hold the post-acceptance organization meeting to adopt bylaws; no ordinary no-bylaws substitute stated (§ 2-109(a)) |
Named directors adopt initially; afterward stockholders hold power except to the extent the charter or bylaws vest it in the board (§ 2-109) |
Majority of named directors calls the post-acceptance meeting; each director gets at least 3 days' written notice; the specific section states a meeting (§ 2-109(a)) |
May regulate and manage corporate affairs if consistent with law and the charter; provisions may depend on outside facts (§ 2-110) |
After organization, stockholders hold adopt/alter/repeal power except to the extent the charter or bylaws vest it in the board; committees cannot amend (§§ 2-109(b), 2-411) |
Bylaws may raise the board action vote, set board quorum no lower than 1/3, and classify directors; registered/public-company stockholder-quorum rule is separate (§§ 2-110, 2-408, 2-506(c)) |
No general signing, certification, notarization, or public-filing step; any stockholder may inspect/copy bylaws, due at the principal office or electronically within 7 days (§ 2-512) |
Ordinary private stockholder vote changes are charter-based; registered equity/public and open-end investment companies have a limited bylaw quorum route (§§ 2-104(b), 2-506(c)) |
| Massachusetts verified 2026-08-20 | Massachusetts Business Corporation Act, G.L. c. 156D; ordinary domestic business-corporation bylaws (§§ 2.05-2.07, 10.20-10.22) |
Mandatory: incorporators or the board shall adopt initial bylaws; no ordinary-corporation no-bylaws substitute is stated (§§ 2.05-2.06) |
Incorporators or initial directors adopt the first bylaws; shareholders own primary later power, with board power only through articles-based authorization (§§ 2.05-2.06, 10.20) |
Incorporators may meet before or after incorporation or act by unanimous signed consent; otherwise initial directors meet after incorporation; meetings may be inside or outside Massachusetts (§ 2.05) |
May manage the business and regulate corporate affairs if not inconsistent with law or the articles of organization (§ 2.06(b)) |
Shareholders may make, amend, or repeal; an articles-authorized board may also act, must give next-meeting notice, and remains subject to shareholder reversal (§ 10.20) |
Special shareholder and board quorum/vote bylaws use actor limits and dual existing-rule approval; committees cannot change bylaws (§§ 8.25, 10.21-10.22) |
No general execution or public-filing step in the surveyed provisions; keep current bylaws within Massachusetts, directly inspectable on five-business-day written notice (§§ 16.01-16.02) |
A unanimous statutory shareholder agreement may be placed in the bylaws, lasts 10 years unless otherwise stated, and terminates upon covered public trading (§ 7.32) |
| Michigan verified 2026-08-20 | Michigan Business Corporation Act, 1972 PA 284; ordinary domestic corporation and its internal bylaws (MCL §§ 450.1101, 450.1231) |
Mandatory: initial bylaws shall be adopted; no statutory option to remain bylaw-free (MCL § 450.1231) |
Incorporators, shareholders, or board may adopt initially; shareholders and board generally share later amendment/repeal/new-bylaw power (MCL §§ 450.1223, 450.1231) |
Majority of incorporators select board before/after filing and may adopt bylaws; after filing, any director calls first board meeting on ≥3 days' mailed notice, with majority quorum; unanimous board consent may replace meeting; no adoption deadline (MCL §§ 450.1223, 450.1525) |
Any regulation/management provision consistent with law and articles; corporation also has power to adopt emergency bylaws, but the Act supplies no separate emergency-adoption procedure (MCL §§ 450.1231, 450.1261(d)) |
Shareholders or board may amend/repeal/adopt new; articles/bylaws may reserve new-bylaw power exclusively to shareholders or protect all/a particular bylaw from board alteration or repeal; board amendment needs majority of directors then in office (MCL §§ 450.1231, 450.1523(2)) |
Ordinary shareholder action is majority of votes cast unless articles/Act require more; classified-board bylaw is incorporator/shareholder-only; bylaws set board quorum/vote and amendment floor; committee cannot amend (MCL §§ 450.1441, 450.1506, 450.1523, 450.1528) |
No general bylaw signature, certification, acknowledgment, notarization, or public filing; no separately listed bylaw-copy rule; record shareholder uses written particularized proper-purpose demand for other books/records, with court route after 5 business days (MCL §§ 450.1485, 450.1487) |
Unanimous qualifying shareholder agreement may be in bylaws or signed writing and may alter board power; it ends when shares become listed/regularly traded; insurance, banking, and other excluded corporations are outside the Act (§§ 450.1123, 450.1488) |
| Minnesota verified 2026-08-21 | Minnesota Business Corporation Act, Chapter 302A; ordinary non-public domestic business-corporation bylaws (§§ 302A.181, 302A.461) |
Expressly optional: corporation may, but need not, have bylaws; no ordinary no-bylaws substitute stated (§ 302A.181, subd. 1) |
Incorporators or first board may adopt initially; board has default later power unless articles reserve it, subject to shareholder override (§ 302A.181, subds. 2-3) |
After filing, incorporators or named directors must hold a majority-called organization meeting or take written action; meeting requires 3 days' notice (§§ 302A.171, 302A.239) |
May manage the business or regulate corporate affairs if consistent with § 302A.201, other law, and the articles; forum bylaws cannot exclude Minnesota courts (§§ 302A.181, 302A.191) |
Board-default power may be articles-reserved; shareholders holding 3% may propose an override resolution; post-initial board power excludes listed quorum, removal, vacancy, number, classification, qualification, and term bylaws (§§ 302A.181, 302A.135) |
Bylaws may modify board/shareholder quorum defaults, but larger action-vote rules require articles or a shareholder control agreement; protected post-initial governance bylaws are shareholder-controlled (§§ 302A.111, 302A.181) |
No general bylaw execution or public filing; keep current bylaws at a board-chosen U.S. records location, with absolute private-company access and 10-day availability on written demand (§ 302A.461) |
Unanimously effective shareholder control agreement may alter board bylaw power; public-company inspection instead requires an acknowledged/verified proper-purpose demand (§§ 302A.111, 302A.457, 302A.461) |
| Mississippi verified 2026-08-21 | Mississippi Business Corporation Act, Miss. Code §§ 79-4-1.01 et seq.; ordinary domestic private business corporation |
Mandatory: incorporators or board shall adopt initial bylaws; the Act states no substitute for operating without them (§ 79-4-2.06) |
Incorporators or board adopt initially; named initial directors organize, while no-named-director incorporators elect directors and may complete organization or elect a board to do so (§§ 79-4-2.05 to -2.06) |
Majority-called organization meeting in/out of Mississippi; unanimous incorporator consent or unanimous delivered board consent; no post-filing adoption deadline (§§ 79-4-2.05, 79-4-8.21) |
Any management or affairs provision consistent with law and articles; emergency bylaws operate only during the statutory emergency (§§ 79-4-2.06 to -2.07) |
Shareholders may amend/repeal; board may unless the articles or § 79-4-10.21 reserve power, or shareholders expressly bar board amendment, repeal, or reinstatement (§ 79-4-10.20) |
Greater board quorum/vote bylaws use actor-of-origin and same-or-greater safeguards; no separate current greater-shareholder-vote bylaw section. Committees cannot change bylaws; articles may reference a county-of-principal-office internal-claims bylaw (§§ 79-4-2.02, -8.25, -10.21 to -10.22) |
No general execution, notarization, certification, or public filing rule; keep current bylaws/amendments at principal office. Any shareholder may inspect/copy after 5 business days' signed written notice (§§ 79-4-16.01 to -16.02) |
Unanimous governance agreement may be in articles/bylaws or a signed writing, defaults to 10 years, and ends when the corporation becomes public; board may delete expired references (§ 79-4-7.32) |
| Missouri verified 2026-08-21 | Missouri General and Business Corporation Law, Chapter 351; ordinary domestic business-corporation bylaws (§§ 351.080, 351.290) |
No general deadline or stand-alone shall-adopt command; statute says directors may adopt original bylaws and gives a conditional incorporator route (§§ 351.080, 351.290) |
Directors may adopt original bylaws; if first directors are not named, incorporators may do so unanimously; later power defaults to shareholders (§§ 351.080, 351.290) |
No-named-director incorporators act unanimously at a meeting or by written consent; first board meets as soon as convenient, and may act by unanimous written/electronic consent (§§ 351.080, 351.340) |
May regulate and manage corporate affairs, but may not conflict with law or the articles (§§ 351.290, 351.385) |
Shareholders hold make/alter/amend/repeal power unless and to the extent the articles vest it in the board; board may adopt emergency bylaws (§ 351.290) |
Shareholder-adopted greater share-vote rules control; bylaws may require greater board quorum/action votes; no special same-or-greater amendment lock stated (§§ 351.270, 351.325) |
No general execution or public-filing step; § 351.215 does not specifically list bylaws, but grants shareholders access to company books at proper times under bylaw-prescribed regulations |
Statutory close corporations may omit bylaws if required provisions are in articles or a unanimous shareholder agreement; they must adopt bylaws immediately when close status ends (§§ 351.800, 351.810) |
| Montana verified 2026-08-21 | Montana Business Corporation Act; domestic for-profit corporation incorporated under Chapter 14 (Mont. Code Ann. §§ 35-14-101, -140(5)) |
Mandatory initial bylaws; incorporators or board shall adopt; no separate no-bylaws default stated (§ 35-14-206(1)) |
Incorporators or board adopt initially; shareholders and usually board hold later power (§§ 35-14-206(1), -1020) |
After incorporation, named directors or incorporators organize; unanimous signed incorporator consent and unanimous delivered board consent are available; no deadline stated (§§ 35-14-205, -821) |
Any provision consistent with law and articles; internal-claim forum bylaws cannot bar Montana courts or require arbitration (§§ 35-14-206(2), -208) |
Shareholders may amend/repeal; board may unless articles or special sections reserve power or shareholders protect the bylaw; committees cannot act (§§ 35-14-1020, -825(4)(d)) |
Higher-board-vote, shareholder-meeting-place, proxy, election, and emergency bylaws have special actor, threshold, or effect rules (§§ 35-14-206(3)-(4), -207, -1021 to -1022) |
No general signing, certification, or public filing stated; maintain current bylaws for direct inspection after five business days' signed notice (§§ 35-14-140(41), -1601(1)(c), -1602(1)) |
Unanimous agreement may override chapter rules and appear in bylaws; duration limits are agreement-stated; current § 35-14-732 states no public-company cutoff |
| Nebraska verified 2026-08-21 | Nebraska Model Business Corporation Act, Neb. Rev. Stat. §§ 21-201 to 21-2,232; ordinary domestic private business corporation |
Mandatory: incorporators or board shall adopt initial bylaws; no substitute for operating without bylaws is stated (§ 21-224(a)) |
Incorporators or board adopt initially; named initial directors organize, while no-named-director incorporators elect directors and may complete organization or elect a board to do so (§§ 21-223 to -224) |
Majority-called organization meeting in/out of Nebraska; unanimous incorporator consent or unanimous delivered board consent, with optional stated effective time and pre-completion revocation; no adoption deadline (§§ 21-223, -296) |
Any provision consistent with law and articles; expressly permits proxy-access and qualifying shareholder proxy-expense reimbursement bylaws (§ 21-224(b)-(c)) |
Shareholders may amend/repeal; board may unless articles or § 21-2,160 reserve power, or shareholders expressly bar board amendment, repeal, or reinstatement, subject to proxy-bylaw procedure exception (§§ 21-224(d), 21-2,159) |
Greater board quorum/vote bylaws use actor-of-origin and same-or-greater safeguards; proxy bylaws preserve reasonable board procedure-setting; emergency bylaws are shareholder-changeable; committees cannot change bylaws (§§ 21-224 to -225, 21-2,100, -2,160) |
No general execution, notarization, certification, or public filing rule; keep current bylaws/amendments at principal office. Any shareholder may inspect/copy after 5 business days' signed written notice without second-tier proper-purpose conditions (§§ 21-2,221 to -2,222) |
Unanimous governance agreement may be in articles/bylaws or signed writing, lasts as stated in agreement, and ends when corporation becomes public; board may delete expired references (§ 21-274) |
| Nevada verified 2026-08-21 | Nevada Private Corporations law, NRS ch. 78; ordinary domestic private corporation, subject to separate close-corporation and special-entity statutes (§ 78.015) |
Permissive: directors may make bylaws and stockholder bylaws are recognized as 'if any'; absent a bylaw provision, the board fills officer vacancies and sets the annual meeting date, time, and place (§§ 78.120, 78.130, 78.330) |
Directors and stockholders may adopt; incorporators have no separate bylaw power unless acting in another authorized capacity; articles may make director authority exclusive (§ 78.120) |
No special organization-meeting or adoption deadline; board action uses an assembled meeting or generally unanimous written consent, while stockholders use ordinary meeting or majority-voting-power consent unless governing documents change the rule (§§ 78.310, 78.315, 78.320, 78.370) |
Management, property, stock-transfer, business, and stockholder-meeting terms must be consistent with federal/state constitutions and law and remain subject to Chapter 78 and the articles; forum and transfer restrictions have express limits (§§ 78.046, 78.060, 78.120, 78.242) |
Board may adopt, amend, or repeal any bylaw, including a stockholder bylaw, unless a stockholder-adopted bylaw prohibits it; articles may reserve all bylaw power exclusively to directors (§ 78.120(2)) |
Bylaws may vary board/shareholder proportions, require more than plurality for director elections, and classify directors; higher standards govern later ratification, and accrued indemnification/advancement rights receive anti-impairment protection (§§ 78.0296, 78.315, 78.320, 78.330, 78.751) |
No general execution or public filing step; keep an officer-certified copy and all amendments at the principal office or named custodian. Six-month record holders or a 5% bloc get inspection after 5 days' written demand plus affidavit; remote copies are due within 10 business days after registered-agent demand (§ 78.105) |
Ordinary Chapter 78 agreements regulate voting; broader management-override agreements belong to elected close corporations under Chapter 78A. Public-company notice and takeover provisions and professional/nonprofit/specially regulated entities remain separate (§§ 78.015, 78.365; §§ 78A.010, 78A.070) |
| New Hampshire verified 2026-08-21 | New Hampshire Business Corporation Act; domestic for-profit corporation (RSA 293-A:1.01, :1.40(4)) |
Mandatory initial bylaws; incorporators or board shall adopt; no separate no-bylaws default stated (RSA 293-A:2.06(a)) |
Incorporators or board adopt initially; shareholders and usually board hold later power (RSA 293-A:2.06(a), :10.20) |
Named directors organize by meeting; incorporators may use unanimous signed consent; board may use unanimous signed record consent; no deadline stated (RSA 293-A:2.05, :8.21) |
Any provision consistent with law and articles (RSA 293-A:2.06(b)) |
Shareholders may amend/repeal; board may unless articles/statute reserve power or shareholders protect the bylaw; committees cannot act (RSA 293-A:10.20, :8.25(e)(4)) |
Higher-board-vote, proxy, emergency, and public-corporation election bylaws have special actor or threshold rules (RSA 293-A:2.06(c)-(d), :2.07, :10.21-.22) |
No general signing, certification, or public filing stated; keep current bylaws at principal office; direct inspection after five business days' signed notice (RSA 293-A:16.01(e)(2), :16.02(a)) |
Unanimous agreement may override chapter rules and appear in bylaws; ten-year default unless changed; ends when corporation becomes public (RSA 293-A:7.32) |
| New Jersey verified 2026-08-20 | New Jersey Business Corporation Act, Title 14A; ordinary domestic private business-corporation bylaws (N.J.S.A. §§ 14A:2-8 to -10) |
Mandatory: the initial bylaws shall be adopted by the board at its organization meeting; the surveyed provisions state no bylaw-free alternative (N.J.S.A. § 14A:2-9(1)) |
Initial board adopts; thereafter board and shareholders have overlapping authority, subject to certificate reservation and shareholder protection of shareholder-made bylaws (N.J.S.A. § 14A:2-9(1)-(2)) |
On/after certificate effectiveness, a majority of named directors calls the organization meeting and mails every named director at least 5 days' time-and-place notice; the general board rule separately permits unanimous written/electronic consent unless the certificate or bylaws provide otherwise (N.J.S.A. §§ 14A:2-8, 14A:6-7.1(5)) |
Any provision consistent with law and the certificate concerning corporate business, affairs, or stakeholder rights/powers; authorized New Jersey exclusive-forum bylaws may include reasonable enforcement costs and prospective-only amendment effects (N.J.S.A. § 14A:2-9(3)-(5)) |
Board may make/alter/repeal unless certificate reserves power to shareholders; shareholders may alter/repeal board bylaws and make new ones, and may bar board change to a shareholder-made bylaw (N.J.S.A. § 14A:2-9(1)) |
Board quorum may be varied by bylaws but not below one-third of board votes; bylaws may require greater board action; shareholder action ordinarily uses majority of votes cast; committee cannot make/alter/repeal bylaws; emergency bylaws have a separate board route (N.J.S.A. §§ 14A:5-11, 14A:6-7.1, 14A:6-9, 14A:2-10) |
No general signature, acknowledgment, notarization, certification, or public filing appears in the surveyed bylaw sections; § 14A:5-28 requires account books/minutes/shareholder records but does not separately list bylaws, and its direct inspection right is limited while courts retain broader proper-purpose production power |
Ordinary Title 14A bylaw rules only; separate shareholder agreements, close-corporation arrangements, nonprofits, professional entities, banks, insurers, and other specially regulated organizations are outside this row |
| New Mexico verified 2026-08-21 | New Mexico Business Corporation Act, NMSA 1978 §§ 53-11-1 to 53-18-12; ordinary domestic private business corporation |
Mandatory: initial bylaws shall be adopted by the board; no substitute or express no-bylaws operating default (§ 53-11-27) |
Initial board adopts; incorporators have no stated initial-bylaw power. Board controls later unless articles reserve power to shareholders (§ 53-11-27) |
After certificate issuance, majority-called board meeting in/out of New Mexico on 3+ days' mailed notice stating time/place; unanimous written director consent may substitute unless articles/bylaws say otherwise; no numeric deadline (§§ 53-12-5, 53-11-43) |
Any regulation or management provision consistent with law and articles; officer titles/duties may be in bylaws or a consistent board resolution (§§ 53-11-27, -48) |
Board adopts, alters, amends, or repeals unless articles reserve power to shareholders; statute states no bylaw-based reservation or protected-individual-bylaw rule (§ 53-11-27) |
Bylaws may require greater board quorum/vote but not lower; shareholder quorum/vote variation belongs in articles. Committees cannot amend bylaws. Narrow legacy public-company election bylaw has special rescission route (§§ 53-11-32, -40 to -41; 53-18-6.1) |
No general bylaw execution, notarization, certification, public filing, or named-location rule. Records statute does not list bylaws; limited statutory inspection covers relevant account books, minutes, and shareholder records after written proper-purpose demand (§ 53-11-50) |
Ordinary Act authorizes voting trusts and specifically enforceable voting agreements, not a broad governance-override agreement. Legacy listed/public-company election and special-entity statutes remain boundaries (§§ 53-11-34, 53-18-6.1) |
| New York verified 2026-08-20 | New York Business Corporation Law; ordinary domestic business-corporation bylaws (BCL §§ 404, 601) |
Mandatory: incorporators shall adopt initial bylaws at the organization meeting; no ordinary no-bylaws alternative is stated (§§ 404, 601(a)) |
Incorporators adopt initially; shareholders act later; board power exists only if authorized by the certificate or a shareholder-adopted bylaw (§ 601(a)) |
After corporate existence begins, any incorporator may call; at least 5 days' mailed notice; all incorporators may sign action without a meeting (§ 404) |
May address the corporation's business, affairs, rights, or powers if consistent with the BCL, other New York statutes, and certificate (§ 601(b)) |
Shareholders: majority of votes cast; board: only under certificate/shareholder-bylaw authority and its specified vote; shareholders may undo a board bylaw (§ 601(a)) |
Greater shareholder/director quorum or vote rules belong in the certificate; a board-authorized director-number change needs a majority of the entire board (§§ 616, 702, 709) |
No general execution or filing formality in §§ 404 and 601; § 624 lists books, minutes, and shareholder records but no automatic current-bylaw copy right |
Certificate-based shareholder control provisions cease when shares are exchange-listed or regularly OTC-quoted; residential cooperatives have separate 10-day notice/posting rules (§§ 620, 708(e)-(f)) |
| North Carolina verified 2026-08-20 | North Carolina Business Corporation Act, Chapter 55; ordinary domestic for-profit corporation and its internal bylaws (§§ 55-2-06, 55-10-20) |
Mandatory: incorporators or board shall adopt initial bylaws; the statute supplies no bylaw-free option (§ 55-2-06(a)) |
Incorporators or board adopt initially; board and shareholders generally share later amendment/repeal authority, subject to shareholder locks (§§ 55-2-06, 55-10-20) |
After incorporation, named directors organize at a majority-called meeting; otherwise incorporators organize or elect a board; unanimous incorporator or all-director written consent may replace a meeting; no numeric deadline (§§ 55-2-05, 55-8-21) |
Any management/affairs provision consistent with law and articles; articles may carry bylaw-permitted terms; forum bylaws must preserve a North Carolina court and cannot require arbitration (§§ 55-2-02(b), 55-2-06(b), 55-2-08) |
Board may amend/repeal subject to articles, Chapter, and shareholder bylaws; a shareholder-adopted bylaw blocks board readoption/change unless articles or a shareholder bylaw authorizes it; shareholders retain power (§ 55-10-20) |
Shareholder higher-vote bylaws need article-amendment-level approval and same-or-greater later votes; shareholder-adopted board higher-vote/remote-only bans are shareholder-protected; staggered terms are shareholder-bylaw-only; committees cannot act (§§ 55-7-27, 55-8-06, 55-8-25, 55-10-22) |
No general bylaw signature, certification, acknowledgment, notarization, or public filing; maintain current bylaws; qualified shareholder means ≥6 months' ownership or ≥5% of a class and gets inspection after ≥5 business days' notice (§§ 55-16-01 through -02) |
A unanimous qualifying shareholder agreement may appear in bylaws or a signed writing and may alter board power; it is unavailable to public corporations and ends when the corporation becomes public (§ 55-7-31) |
| North Dakota verified 2026-08-21 | North Dakota Business Corporation Act, N.D.C.C. ch. 10-19.1; ordinary domestic private business corporation |
Expressly optional; corporation may, but need not, have bylaws; statutory defaults operate without document changes (§ 10-19.1-31(1)) |
Unless articles reserve power to voting shareholders, majority of incorporators or first board adopts initially; board holds later default power (§ 10-19.1-31(2)) |
Within a reasonable time after certificate issuance, incorporators or named directors meet on 3 days' notice or take written action; board action defaults unanimous unless articles authorize meeting-equivalent consent (§§ 10-19.1-30, -47) |
Any management or affairs provision consistent with § 10-19.1-32, law, and articles; specified first-board, greater-vote, nonshareholder-vote, and director-liability terms are articles-only (§§ 10-19.1-10(4), -31(1)) |
Board holds default power unless articles reserve it; shareholders may reverse board bylaws through a proposal route, defaulting to a 5% voting-power proponent threshold (§ 10-19.1-31(2)-(3)) |
Bylaws may set larger or smaller board quorum with no stated floor and may classify directors; greater-than-majority director/shareholder vote is articles-only; no special actor-of-origin amendment lock (§§ 10-19.1-10(4), -31, -45) |
No general bylaw signing, certification, or public filing; keep current bylaws in a listed U.S. location; private-corporation shareholders have absolute written-demand access within 10 days (§ 10-19.1-84(2), (4)) |
Unanimous-at-inception signed shareholder-control agreement may govern business and board power, may allow nonunanimous amendment, and must be filed with corporation and noted on shares; no duration or public cutoff stated (§ 10-19.1-83) |
| Ohio verified 2026-08-20 | Ohio General Corporation Law, R.C. Chapter 1701; 'regulations' are the ordinary corporation's statutory bylaw equivalent (§§ 1701.10-.11) |
Organization includes adopting regulations; if none are adopted within 90 days, only shareholders may adopt them (§ 1701.10(A)) |
Initial directors ordinarily adopt; subscriber-shareholders may adopt; after 90 days shareholders only; later board power requires articles/regulations authorization (§§ 1701.10-.11) |
Director meeting called by majority; subscriber-shareholder route uses at least 7 days' written notice unless waived; unanimous incorporator consent allowed; in/out of Ohio (§ 1701.10) |
May govern the corporation, conduct its affairs, and manage property consistently with law/articles; listed subjects include meetings, directors, officers, committees, transfers, and authority (§ 1701.11(A)-(B)) |
Shareholders cannot be divested or limited; directors act only as articles/regulations permit and not on shareholder-reserved subjects; shareholder meeting default is majority voting power (§ 1701.11(A)) |
Articles/regulations may raise shareholder approval; written consent defaults to two-thirds but may vary no lower than majority; shareholder-authority limits and public-company director classification have protected routes (§ 1701.11(A)-(B)) |
No general execution or public filing in §§ 1701.10-.11; shareholders may inspect/copy regulations for a proper purpose, and nonmeeting changes trigger copy delivery to record shareholders (§§ 1701.11(D), 1701.37(C)) |
Issuing public corporations have special classified-board/control-share votes and may use an SEC-report notice route; nonprofit, professional, benefit, banking, insurance, and regulated entities are outside scope (§ 1701.11(A)(2)-(3), (D)(2)) |
| Oklahoma verified 2026-08-21 | Oklahoma General Corporation Act, 18 O.S. §§ 1001-1144; ordinary domestic private stock corporation (§§ 1012-1013) |
Organization meeting shall be held for purposes including bylaw adoption; § 1013 allocates actors with 'may' language and states no no-bylaws substitute (§§ 1012-1013) |
Before stock payment: incorporators, named initial directors, or board; after payment: voting shareholders by default, with certificate-conferred director power that does not divest shareholders (§ 1013(A)) |
Post-filing majority-called meeting in/out of Oklahoma; 2-day written/electronic purpose notice or unanimous consent; future effect within 60 days and revocable before effect (§ 1012) |
Any business, affairs, or stakeholder rights/powers provision consistent with law and certificate; emergency bylaws separately authorized (§§ 1013(B), 1014) |
After stock payment shareholders hold default power; certificate may add director power without limiting shareholder power; before payment the initial actors retain the stated routes (§ 1013(A)) |
Bylaws may set board number/qualifications, higher vote, or quorum down to 1/3 unless certificate bars; initial/shareholder bylaw may classify board; committees cannot change bylaws (§ 1027(B)-(D)) |
No general bylaw execution/public filing or bylaw-specific retention; electronic document/signature methods allowed, and current inspection uses sworn proper-purpose other-records route (§§ 1014.3, 1065, 1069) |
Ordinary private stock-corporation answer; § 1013 gives nonstock corporations a governing-body/member route, while enacted Nov. 1, 2026 law separately adds shareholder-contract authority |
| Oregon verified 2026-08-21 | Oregon Business Corporation Act, ORS ch. 60; ordinary domestic for-profit corporation (§§ 60.001, 60.951) |
Mandatory: incorporators or board shall adopt initial bylaws; no no-bylaws substitute stated (§ 60.061) |
Incorporators or board adopt initially; named initial directors organize, while no-named-director incorporators may complete organization or elect a board (§§ 60.057, 60.061) |
Majority-called organizational meeting; incorporators may act by unanimous written consent and board may use unanimous signed consents unless documents say otherwise; no deadline stated (§§ 60.057, 60.341) |
May manage business and regulate affairs if consistent with law/articles; emergency bylaws are limited to catastrophic-event emergencies (§§ 60.061, 60.064) |
Board and shareholders share amendment/repeal power; articles/chapter may reserve power and shareholders may protect a particular bylaw from board change (§ 60.461) |
Articles-authorized greater shareholder-vote bylaws are shareholder-only and use greater-current/proposed approval; greater board-vote bylaws follow actor of origin (§§ 60.464, 60.467) |
No general execution or public filing stated; keep current bylaws at principal/registered office and permit inspection after 5-business-day signed notice (§§ 60.771, 60.774) |
Unanimous qualifying agreement may override ch. 60, including through bylaws; default 10-year term, share notice, and listed/quoted-company cutoff (§ 60.265) |
| Pennsylvania verified 2026-08-20 | Pennsylvania Business Corporation Law of 1988; ordinary domestic business-corporation bylaws (15 Pa.C.S. §§ 1310, 1504) |
Mandatory organization step: initial directors, or incorporators if none are named, hold a meeting to adopt bylaws (§ 1310) |
Initial directors or, if none are named, incorporators adopt initially; shareholders act later; bylaws may expressly vest limited power in the board (§§ 1310, 1504) |
After existence begins; any initial director/incorporator may call; at least 5 days' written time/place notice; incorporators may act by consent or proxy (§ 1310) |
May manage the business and regulate corporate affairs if consistent with law and articles; an articles-only rule cannot be moved into bylaws (§ 1504(a), (c)) |
Shareholders hold the power; bylaws may expressly vest board authority, but shareholders may change board action and shareholder-committed subjects remain reserved (§ 1504(a)-(b)) |
Shareholder bylaws may require higher votes and protect them from a lesser-vote repeal; shareholder-adopted bylaws may alter director votes; emergency bylaws have a separate board route (§§ 1504(d), 1509, 1729, 1757) |
No general signature, notarization, or public filing in §§ 1310 and 1504; every shareholder may demand the current bylaws promptly, in record form, without charge (§ 1508(c.3)) |
A closely held shareholder agreement may assign board powers to others; registered, professional, benefit, nonprofit, and regulated corporations use additional or separate rules (§ 1725(b)(3)) |
| Rhode Island verified 2026-08-21 | Rhode Island Business Corporation Act, Chapter 7-1.2; ordinary domestic corporation in scope (R.I. Gen. Laws § 7-1.2-101) |
Mandatory initial bylaws at organization; incorporators or board must adopt; no separate no-bylaws default stated (§ 7-1.2-203(a)) |
Incorporators or board adopt initially; shareholders and usually board amend later (§ 7-1.2-203(a)) |
After incorporation, named directors or incorporators organize; incorporator meeting needs 3 days' mailed notice or unanimous written consent; board consent is unanimous written/electronic and filed with minutes (§§ 7-1.2-201, -810) |
Any regulation or management provision consistent with law and articles; qualifying share-transfer restrictions may appear in bylaws (§§ 7-1.2-203(a), -609) |
Shareholders may amend; board may unless articles/bylaws provide otherwise; shareholders may change any board amendment; committees cannot amend (§§ 7-1.2-203(a), -808) |
Bylaws may raise board quorum or vote but carry no special amendment safeguard; greater shareholder-vote protection is articles-based; transfer and narrow emergency bylaws have special effects (§§ 7-1.2-609, -706, -806, -203(b)) |
No general bylaw signing, certification, public filing, or named retention location; general relevant-record inspection requires written proper-purpose demand (§ 7-1.2-1502) |
Ordinary voting agreements generally use a 10-year cap; qualifying close-corporation provisions may shift board power and escape that cap only with unanimous approval and the required articles heading (§§ 7-1.2-709, -1701) |
| South Carolina verified 2026-08-21 | South Carolina Business Corporation Act, Title 33, Chapters 1-20; ordinary domestic business-corporation bylaws (§§ 33-2-106, 33-10-200) |
Mandatory: incorporators or board shall adopt initial bylaws; no ordinary no-bylaws substitute (§ 33-2-106) |
Incorporators or board adopt initially; board and shareholders generally share later authority (§§ 33-2-106, 33-10-200) |
After incorporation, majority-called initial-director or incorporator meeting; incorporators may use unanimous signed consent; no separate adoption deadline stated (§ 33-2-105) |
May manage the business and regulate corporate affairs if consistent with South Carolina law and the articles (§ 33-2-106) |
Concurrent power; board yields to statutory/articles reservation or shareholder protection of a particular bylaw or subject; shareholder-meeting notice must include proposal (§ 33-10-200) |
Articles-authorized greater shareholder thresholds are board-proof and use greater current-or-proposed test; director thresholds use actor-of-origin and same-or-greater rules (§§ 33-10-210 to -220) |
No general execution or public-filing step; keep current bylaws at principal office and allow direct inspection after 5-business-day written notice (§§ 33-16-101 to -102) |
Statutory close corporation may substitute articles or unanimous shareholder agreement for required bylaw provisions, but must adopt bylaws immediately when close status ends (§§ 33-18-200, 33-18-220) |
| South Dakota verified 2026-08-21 | South Dakota Business Corporation Act; ordinary domestic business corporation under Chapter 47-1A (SDCL § 47-1A-101) |
Mandatory initial bylaws; incorporators or board shall adopt; no separate no-bylaws default stated (§ 47-1A-206) |
Incorporators or board adopt initially; shareholders and usually board hold later power (§§ 47-1A-206, -1020) |
After incorporation, named directors or incorporators organize; incorporators may use unanimous signed consent; board may use unanimous signed-and-delivered consent; no deadline stated (§§ 47-1A-205, -821) |
Any management or affairs provision consistent with law and articles (§ 47-1A-206) |
Shareholders may amend/repeal; board may unless articles or higher-vote section reserve power or shareholders protect the bylaw; committees cannot act (§§ 47-1A-825.1(4), -1020) |
Higher-board-quorum/vote bylaw uses actor-of-origin and greater-threshold safeguards; emergency bylaws remain shareholder-controlled (§§ 47-1A-207, -1021) |
No general signing, certification, or public filing stated; keep current bylaws at principal office; direct inspection after five business days' written notice (§§ 47-1A-1601.1(2), -1602) |
Unanimous agreement may override Act rules and appear in bylaws; ten-year default unless changed; ends on exchange listing or regular securities-market trading (§§ 47-1A-732 to -732.3) |
| Tennessee verified 2026-08-20 | Tennessee Business Corporation Act, Title 48, chapters 11-27; ordinary domestic business-corporation bylaws (§§ 48-12-105 to -107, 48-20-201 to -203) |
Mandatory: incorporators or board shall adopt initial bylaws; failure to complete organization alone does not invalidate corporate action (§§ 48-12-105(d), -106) |
Incorporators or board adopt initial bylaws; board and shareholders generally share later amendment or repeal power (§§ 48-12-106, 48-20-201) |
Named initial directors organize after incorporation; otherwise incorporators meet on 2 days' notice or use the all-incorporator written-consent route; meeting may be in/out of state (§ 48-12-105) |
May manage the business and regulate corporate affairs if not inconsistent with law or the charter (§ 48-12-106(b)) |
Board may amend or repeal unless the charter or Act reserves power or shareholders protect a bylaw; shareholders retain amendment and repeal power (§ 48-20-201) |
Charter-authorized higher shareholder rules and higher board rules use protected actors and greater current-or-proposed thresholds; committees cannot change bylaws (§§ 48-18-206, 48-20-202 to -203) |
No general execution or public-filing step in the surveyed provisions; keep current bylaws at the principal office, directly inspectable on five-business-day written notice (§§ 48-26-101 to -102) |
No special shareholder-agreement bylaw regime in chapters 11-27; a 50-or-fewer-shareholder corporation may instead limit board authority through its charter (§ 48-18-101(c)) |
| Texas verified 2026-08-20 | Texas Business Organizations Code; ordinary domestic for-profit corporation bylaws (§§ 21.057-.059) |
Mandatory: the board shall adopt initial bylaws; no ordinary-corporation no-bylaws substitute is stated (§ 21.057(a)) |
Initial board adopts; shareholders and board generally share later authority, subject to reservations and protected shareholder bylaws (§§ 21.057-.058) |
After formation takes effect, a majority of the initial board calls an organization meeting; notice of time/place goes out no later than the third day before (§ 21.059) |
May regulate and manage corporate affairs consistently with law and the certificate; specialized clauses keep their own statutory conditions (§§ 21.057(b), 21.101, 21.210) |
Board may amend unless the certificate, Code, or shareholders reserve/protect the bylaw; shareholders may amend unless the certificate or shareholder-adopted bylaw provides otherwise (§§ 21.057(c)-.058) |
Existing documents may require greater board action; board quorum cannot be below one-third; transfer-restriction bylaws have an optional public-filing route (§§ 21.413, 21.415, 21.212) |
No general signature, notarization, or public-filing step in §§ 21.057-.059; corporate records may be paper/electronic, with inspection rights and an optional transfer-bylaw filing (§§ 3.151-.152, 21.212, 21.218) |
Unanimously approved shareholder agreements may be placed in bylaws; a statutory close corporation can omit bylaws only under its separate rule (§§ 21.101, 21.704) |
| Utah verified 2026-08-21 | Utah Revised Business Corporation Act, Utah Code Title 16 ch. 10a; ordinary domestic business corporation (§§ 16-10a-205 to -206) |
Permissive: board may adopt; if no directors, incorporators may; if neither acts, shareholders may; no shall-adopt command or no-bylaws substitute (§ 16-10a-206) |
Sequential three-actor route: board; incorporators only before directors are elected; shareholders only if neither incorporators nor board adopted (§ 16-10a-206(1)) |
Named directors or no-named-director incorporators may hold majority-called meeting in/out of Utah; incorporators may use unanimous written consent; no adoption deadline stated (§ 16-10a-205) |
May manage business and regulate affairs if consistent with law/articles, including emergency management; no separate emergency-only bylaw section (§ 16-10a-206(2)) |
Board and shareholders may amend at any time; articles, bylaws, or chapter may reserve board power exclusively to shareholders (§ 16-10a-1020) |
Greater shareholder-vote bylaw is shareholder-only; greater board-vote bylaw uses actor-of-origin and same-or-greater repeal rule; listed-company election bylaw is outside private scope (§§ 16-10a-1021 to -1023) |
No general execution or public filing; keep current bylaws at principal office and permit shareholder/director inspection after 5-business-day written notice (§§ 16-10a-1601 to -1602) |
Unanimous qualifying agreement may override ch. 10a, including through bylaws; default 10-year term and listed/traded-company cutoff (§ 16-10a-732) |
| Vermont verified 2026-08-21 | Title 11A Vermont Business Corporations; domestic for-profit corporation incorporated under or subject to the title (11A V.S.A. § 1.40(4)) |
Mandatory initial bylaws; provision-specific meeting-place and other defaults apply when bylaws are silent (§§ 2.06(a), 7.01(b)) |
Incorporators or board adopt initially; shareholders and usually board hold later power (§§ 2.05 to 2.06, 10.20) |
After incorporation, named directors or incorporators organize; unanimous signed incorporator consent and unanimous signed board consent are available; no deadline stated (§§ 2.05, 8.21) |
Any business-management or affairs-regulation provision consistent with law and articles; may be stored or depicted in tangible or electronic medium (§ 2.06(b)) |
Shareholders may amend/repeal; board may unless articles/title reserve power or shareholders protect the bylaw; committees cannot act (§§ 8.25(e)(5), 10.20) |
Higher shareholder and board thresholds have articles-authorization, actor, same-or-greater-vote, or board-exclusion rules; post-share variable-board-range bylaws are shareholder-only (§§ 8.03(c), 10.21 to 10.22) |
No general signing, certification, or public filing stated; keep current bylaws at principal or Vermont registered office for inspection after five business days' written notice (§§ 16.01(e)(2), 16.02(a)) |
Unanimous agreement may appear in bylaws, defaults to 10 years unless otherwise stated, and ends when corporation becomes public; close corporations have distinct board rules (§§ 7.32, 8.01(c), 8.03) |
| Virginia verified 2026-08-20 | Virginia Stock Corporation Act, Title 13.1, Chapter 9; ordinary domestic stock-corporation bylaws (§§ 13.1-623 to -625) |
Mandatory: incorporators or board shall adopt initial bylaws; no ordinary bylaw-free alternative is stated (§ 13.1-624(A)) |
Incorporators or board adopt initially; shareholders and board generally share later amendment/repeal power, subject to articles reservations and protected shareholder bylaws (§§ 13.1-624, 13.1-714) |
After incorporation, named initial directors organize and adopt bylaws, or incorporators elect a board/completely organize; unanimous signed written consent may replace the organizational meeting; meeting may be in/out of Virginia; no numeric deadline (§ 13.1-623) |
Any provision consistent with law and articles; proxy-access procedures and specified internal-claim forum bylaws are authorized, but internal claims cannot be barred from Virginia courts or forced to arbitration (§ 13.1-624) |
Shareholders may amend/repeal; board may do so unless articles or § 13.1-715 reserve power, or shareholders expressly bar board amendment/repeal/reinstatement of a bylaw, subject to the proxy-access-process exception (§§ 13.1-624(E), 13.1-714) |
Shareholder-adopted higher-board-quorum/vote bylaws are shareholder-only unless they say otherwise; board repeal must meet the existing heightened quorum/vote; committees cannot adopt/amend/repeal; separate emergency-bylaw route applies (§§ 13.1-625, 13.1-689, 13.1-715) |
No general execution, notarization, certification, or Commission filing for ordinary bylaws; corporation must maintain current bylaws; shareholder may inspect/copy them at principal office after signed notice to secretary at least 10 business days ahead (§§ 13.1-770(E)(2), 13.1-771(A)) |
A qualifying all-shareholder agreement may be in bylaws or a signed writing, can alter board/governance power, and can be deleted from bylaws by board without shareholder action after it ceases; nonstock, professional, benefit, regulated, foreign, and other special entities remain outside this row (§ 13.1-671.1) |
| Washington verified 2026-08-20 | Washington Business Corporation Act, Title 23B RCW; ordinary domestic business-corporation bylaws (RCW 23B.02.050-.070) |
Mandatory: incorporators or board must adopt initial bylaws; no ordinary bylaw-free alternative is stated (RCW 23B.02.060(1)) |
Incorporators or board initially; shareholders and board generally share later amend/repeal/new-bylaw authority, subject to reservations and protected shareholder bylaws (RCW 23B.02.060, 23B.10.200) |
After incorporation, named initial directors organize/adopt, or incorporators elect directors and complete/delegate organization; unanimous executed incorporator or board consent may replace meetings; meeting may be in/out of Washington; no bylaw deadline (RCW 23B.02.050, 23B.08.210) |
Any management/affairs provision that does not infringe the board's exclusive statutory authority and does not conflict with law, articles, or a qualifying shareholder agreement (RCW 23B.02.060(2)) |
Board may amend/repeal/adopt unless power is reserved by articles, qualifying shareholder agreement, or statute, or shareholders expressly protect a particular bylaw; shareholders retain concurrent power (RCW 23B.10.200) |
Higher board quorum/vote bylaws use actor-specific repeal and current/proposed-threshold rules; public companies have a protected director-election bylaw route; committees cannot adopt/amend/repeal; emergency bylaws are separate (RCW 23B.02.070, 23B.08.250, 23B.10.205-.210) |
No general bylaw execution, notarization, certification, or public filing; keep current bylaws/restatements/amendments at principal office; shareholder may inspect/copy after executed written notice at least 5 business days ahead (RCW 23B.16.010-.020) |
Unanimous signed shareholder agreement may override ordinary governance but ends when shares become exchange-listed or regularly traded; special public-company election bylaws have their own rule; nonprofits, professional entities, regulated corporations, and other special forms are outside this row (RCW 23B.07.320, 23B.10.205) |
| West Virginia verified 2026-08-21 | West Virginia Business Corporation Act; special corporation chapters prevail where inconsistent (W. Va. Code §§ 31D-1-101, -103) |
Mandatory initial bylaws; incorporators or board shall adopt; no separate no-bylaws default stated (§ 31D-2-205(a)) |
Incorporators or board adopt initially; shareholders and usually board hold later power (§§ 31D-2-205(a), 31D-10-1020) |
Named directors organize by meeting; incorporators may use unanimous signed consent; board may use unanimous signed record consent; no deadline stated (§§ 31D-2-204, 31D-8-821) |
Any managing or affairs provision consistent with law and articles (§ 31D-2-205(b)) |
Shareholders may amend/repeal; board may unless articles/statute reserve power or shareholders protect the bylaw; committees cannot act (§§ 31D-10-1020, 31D-8-825(e)(5)) |
Higher-board-vote bylaw uses actor-of-origin and greater-threshold safeguards; emergency bylaws are shareholder-amendable and temporary (§§ 31D-10-1021, 31D-2-206) |
No general signing, certification, or public filing stated; keep current bylaws at principal office; direct inspection after five business days' written notice (§§ 31D-16-1601(e)(2), -1602(a)) |
Unanimous agreement may override chapter rules and appear in bylaws; ten-year default unless changed; ends on listing or regular trading (§ 31D-7-732) |
| Wisconsin verified 2026-08-21 | Wisconsin Business Corporation Law, Chapter 180; ordinary domestic business-corporation bylaws (§§ 180.0205-.0207, 180.1020-.1022) |
Permissive: incorporators, board, or shareholders may adopt initial bylaws; no ordinary no-bylaws substitute stated (§ 180.0206) |
Incorporators, board, or shareholders may adopt initially; board and shareholders generally share later power (§§ 180.0206, 180.1020) |
Named directors organize at a majority call; otherwise incorporators meet and may use unanimous signed consent; no bylaw-adoption deadline stated (§ 180.0205) |
May manage the business and regulate corporate affairs if consistent with the articles and Wisconsin law (§ 180.0206(2)) |
Concurrent board/shareholder power, except articles or law may reserve power and shareholders may make a particular bylaw board-proof (§ 180.1020) |
Articles-authorized shareholder quorum/vote bylaws are board-proof; board quorum/vote bylaws follow actor-of-origin and current-rule thresholds (§§ 180.1021-.1022) |
No general execution or public-filing step; current bylaws are directly inspectable at the principal office on 5-business-day written notice (§ 180.1602(1m)) |
No separate ordinary shareholder-agreement substitution in surveyed provisions; emergency bylaws and special Chapter 180 transaction/public-company rules remain separate (§ 180.0207) |
| Wyoming verified 2026-08-21 | Wyoming Business Corporation Act; domestic for-profit corporation incorporated under or subject to the act (Wyo. Stat. §§ 17-16-140(a)(iv), (l)) |
Mandatory initial bylaws; if absent, annual meeting within 3 months after fiscal-year close, president/secretary/treasurer required, and later meeting adoption allowed (§ 17-16-206) |
Incorporators or board adopt initially; if omitted, directors or shareholders may adopt at a meeting; shareholders and usually board hold later power (§§ 17-16-206, -1020) |
After incorporation, named directors or incorporators organize; unanimous signed incorporator consent and requisite-number board consent/e-transmission are available; no bylaw deadline stated (§§ 17-16-205, -821) |
Any business-management or affairs-regulation provision consistent with law and articles (§ 17-16-206(b)) |
Shareholders may amend/repeal; board may unless articles/special sections reserve or shareholders protect; committee needs specific board authorization (§§ 17-16-825(e)(iv), -1020) |
Post-share board-range changes are shareholder-only; higher-board-threshold and public-corporation election bylaws have special actor, vote, or repeal rules (§§ 17-16-803(d), -1021 to -1022) |
No general signing, certification, or public filing stated; keep current bylaws at principal office for inspection after five business days' written notice (§§ 17-16-1601(e)(ii), -1602(a)) |
Unanimous agreement may appear in bylaws, defaults to 10 years unless otherwise stated, and ends when corporation becomes public; public corporations have separate election rules (§§ 17-16-732, -1022) |
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