This By-Laws document contains the following information: the name and location of the corporation, the shareholders, and the duties of the officers.
Bylaws Of A Corporation With No Members In Arizona
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Your bylaws are legally binding—so treat them as such. Failure to comply with your bylaws can result in issues ranging from organizational conflict to personal liability, the rejection or loss of tax-exempt status, and in some cases, lawsuits.
Your bylaws are legally binding—so treat them as such. Failure to comply with your bylaws can result in issues ranging from organizational conflict to personal liability, the rejection or loss of tax-exempt status, and in some cases, lawsuits.
The corporation is required by law to adopt bylaws. Bylaws are written rules that govern how the corporation operates internally, such as how the Board of Directors will be elected and what votes are required for a particular action. Bylaws can have any provision in them that is not prohibited by law. See A.R.S.
Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 1 through 17 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors.
Unlike employee guidelines, bylaws pertain to board-level decisions and actions about the day-to-day running of the business. Think of them as legal guidelines for your business, any action that violates them could be challenged in court.
A court of law will side with your bylaws in any dispute brought by another board member, an employee, volunteer or recipient of services who may have a grievance. Keep your bylaws relevant.
Legal Repercussions: Actions that go beyond the bylaws can expose a board and the nonprofit—or even the president—to legal challenges. Members or other stakeholders could contest unauthorized decisions, leading to expensive legal disputes.
The minimum number of board members is set by state statute. Arizona requires one board member. Nonprofits do not need to be incorporated to receive tax exempt status from the IRS, but it is usually recommended.
Corporate bylaws are legally required in Arizona. AZ Rev Stat § 10-206 states that the “board of directors of a corporation shall adopt initial bylaws for the corporation.” This means that adopting bylaws is a legal requirement.