Document Genius

Free Kentucky Corporate Bylaws Template

Corporate bylaws are the internal rules your Kentucky corporation runs on, and they are where most corporations set the size of the board. Answer a few simple questions and Document Genius builds a customizable set in minutes.

  • Download as PDF and Word
  • E-sign included

How It Works

1

Select Your Template

Choose the state or form type you need to start.

2

Fill In Your Details

Answer a few simple questions to customize your form.

3

Get Your Form

Download or print your custom document in PDF or Word.

What Are Corporate Bylaws in Kentucky?

Corporate bylaws are the internal rules a Kentucky corporation adopts to govern its own affairs. The Kentucky Business Corporation Act covers them at KRS 271B.2-060, which took effect at the start of 1989.

That bylaws section is short, so much of the substance of Kentucky corporate bylaws comes from elsewhere in the Act. Board size is the clearest example.

Kentucky Requirements for Corporate Bylaws

Two subsections handle adoption. A separate subtitle deals with the board.

Adoption

KRS 271B.2-060(1) directs the incorporators or the board of directors to adopt initial bylaws. Subsection (2) then permits any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation.

Setting a Variable Range for the Board

Under KRS 271B.8-030(3), the articles or the bylaws may establish a variable range for board size by fixing a minimum and a maximum. Where a range exists, the shareholders or the board can set the exact number within it.

The Rule That Tightens After Share Issuance

Once shares are issued, only the shareholders may change the range itself, or switch between a fixed board and a variable-range board. Directors lose that particular power, even though they keep the ability to move within an existing range.

Director Elections and Staggered Terms

KRS 271B.8-030(4) has shareholders elect directors at the first annual meeting and at each annual meeting after it, unless staggered terms apply under KRS 271B.8-060.

How Should Kentucky Bylaws Set Board Size?

A variable range usually ages better than a fixed number. KRS 271B.8-030(3) lets you name a minimum and a maximum, then move within that band as the corporation grows.

Timing explains why. Only shareholders can widen or narrow the range once shares go out, so a band that starts too tight becomes expensive to fix later.

Pick the maximum with a few years in mind. Adding a director inside an existing range is a board decision; changing the range is a shareholder vote.

One Kentucky provision catches directors by surprise. Under KRS 271B.8-030(5), every director, by accepting election or appointment or simply by serving, is deemed to have consented to the jurisdiction of the Kentucky courts for any action brought by or on behalf of the corporation. Worth mentioning to out-of-state directors before they join.

How to Adopt Corporate Bylaws in Kentucky

Adopting Kentucky corporate bylaws happens inside the corporation, with no filing attached.

  1. File your articles of incorporation to get the corporation on foot.
  2. Choose who adopts. KRS 271B.2-060(1) allows the incorporators or the board.
  3. Settle board size first, deciding between a fixed number and a minimum-maximum range.
  4. Draft the remaining bylaws around meetings, quorum, officers, and shares.
  5. Adopt them and record the vote with the date and the adopting group.
  6. Keep the current version in your corporate records, since KRS 271B.16-010 requires the corporation to keep its bylaws and all amendments in effect.