Free Kansas Corporate Bylaws Template

Corporate bylaws are the internal rules a Kansas corporation adopts to govern itself. K.S.A. 17-6009, part of the Kansas general corporation code, covers who holds power over them and what they may say.

The section splits along an unusual line. Kansas corporate bylaws follow one rule for corporations that existed on 1 July 1972 and a different rule for everyone formed since.

Subsection (a) carries the split, and subsection (b) sets the outer limit on content.

Corporations in Existence on 1 July 1972

For those corporations, the right to adopt, amend, or repeal bylaws is vested in the board of directors. That default gives way if the articles of incorporation provide otherwise, and it remains subject to the stockholders’ own right to adopt, amend, or repeal.

Every Other Corporation

For corporations formed after that date, bylaws may be adopted, amended, or repealed by the incorporators, unless the initial directors were named in the articles. The board may also act, but only before the corporation has received any payment for any of its stock.

Once the Corporation Is Paid for Stock

Power moves to the stockholders entitled to vote. A corporation may still confer bylaw power on its directors through the articles of incorporation, and doing so does not divest the stockholders of the power or limit their own ability to use it.

What the Bylaws May Not Do

Subsection (b) permits any provision not inconsistent with law or the articles, covering the business of the corporation, its affairs, and the rights or powers of stockholders, directors, officers, and employees. One thing is excluded: bylaws may not impose liability on a stockholder for the attorney fees or expenses of the corporation or another party in connection with an internal corporate claim, as defined in K.S.A. 17-6015.

Only for corporations that predate it. Kansas adopted its general corporation code in 1972, and subsection (a) preserved the older arrangement for companies already in existence on 1 July that year.

Those corporations start from board control rather than stockholder control. Anything formed afterwards follows the payment-for-stock sequence instead.

Check your incorporation date before assuming which applies. A family corporation carried forward for decades may sit on the older side of the line without anyone realising it.

Kansas corporate bylaws stay inside the corporation, so nothing here involves the Secretary of State.

1. File your articles of incorporation, deciding at the same time whether to confer bylaw power on the directors.
2. Identify who may act under subsection (a), based on your formation date and whether the articles named initial directors.
3. Draft the bylaws covering meetings, quorum, directors, officers, and stock.
4. Adopt them before stock is paid for if you want the incorporators or board acting alone.
5. Minute the adoption with the date and the acting group recorded.
6. Keep the signed set with your corporate records, refreshing it whenever an amendment passes.