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Free Indiana Corporate Bylaws Template

Corporate bylaws are the internal rules your Indiana corporation runs on, and by default only the board may change them later. Answer a few simple questions and Document Genius builds a customizable set in minutes.

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What Are Corporate Bylaws in Indiana?

Corporate bylaws are the internal rules an Indiana corporation adopts to govern itself. IC 23-1-21-6 covers adoption, and a whole chapter, IC 23-1-39, covers amendment.

Indiana corporate bylaws diverge from most states in that chapter. Shareholders have no default power to change them at all.

Indiana Requirements for Corporate Bylaws

Adoption is conventional. Amendment is not.

Adoption

IC 23-1-21-6(a) directs the incorporators or the board of directors to adopt initial bylaws. Subsection (b) then allows any provision for running the business and regulating the corporation’s affairs, provided it squares with the law and the articles.

Board-Only Amendment

IC 23-1-39-1 states that unless the articles of incorporation provide otherwise, only a corporation’s board of directors may amend or repeal the bylaws. The word only is doing real work: shareholders sit outside the process unless the articles let them in.

The One Shareholder Carve-Out

IC 23-1-39-2 opens a narrow door. Where the articles expressly authorize it, shareholders may adopt or amend a bylaw fixing a greater quorum or voting requirement for shareholders than the article otherwise requires.

That kind of bylaw then becomes shareholder territory. Subsection (b) provides that a bylaw fixing a greater shareholder quorum or voting requirement under subsection (a) may not be adopted, amended, or repealed by the board.

Can Shareholders Amend Indiana Bylaws?

Not unless the articles of incorporation say so. IC 23-1-39-1 gives that power to the board alone as the starting position, which is the reverse of what many neighbouring states do.

The articles are the lever. Granting shareholders a role means writing it into the articles at formation, or amending them later, rather than putting it in the bylaws.

There is one exception built into the statute. Under IC 23-1-39-2, a shareholder quorum or voting bylaw adopted with express authority in the articles sits beyond the board’s reach entirely.

If your shareholders expect a say over the bylaws, raise it while the articles of incorporation are still being drafted. Adding that authority afterwards means amending the articles, which is a heavier process than amending a bylaw.

How to Adopt Corporate Bylaws in Indiana

Bylaws are never filed with the state, so this all stays internal.

  1. File your articles of incorporation, deciding at the same time whether shareholders get any bylaw authority.
  2. Pick the adopting group. IC 23-1-21-6(a) accepts the incorporators or the board.
  3. Draft the bylaws, working through meetings, voting, directors, officers, and shares.
  4. Adopt them and minute the decision, naming the group that acted and the date.
  5. Note any shareholder quorum bylaw adopted under IC 23-1-39-2, since the board cannot later touch it.
  6. Store the signed copy with your corporate records, replacing it after every amendment.