Ask Your Legal Question. Legal Experts Answer You ASAP.

(Not a Legal Question?)

Do corporate bylaws need to be ratified by stockholders or members?
Sent to Legal Experts January 09 05:06 PM

We have a non-profit association and just have incorporated in Kentucky. Do any of the over 700 members need to vote on the bylaws and officers, can we operate and legally do business without the vote or ratification of the membership.?

 

Optional Information:
Riverside, California

Already Tried:
Read some books and some information on line. Plus remembered information from my Political Science classes regarding General Law, etc.

Customer (name blocked for privacy)
Status:  Closed   Value: $15
Answer
January 9 11:38 PM (6 hours and 32 minutes and 11 seconds later)
         
ACCEPTEDCheck Mark

If the association has previous bylaws and was "member owned" then the association (now that it has been incorporated - I am assuming still as a non-profit) would be required to have the bylaws ratified by a quorm of the the membership in accordance to the non-profit laws corporate of the state of KY. In the by-laws it would spell out the members of the temporary board of directors (the incorporating board) and the process to nominate and elect a new noard and officers for the non-profit.

If the association had no previous by laws and has now incorporated in KY without filing by-laws at the time of incorporation than the provisions for by-laws, voting, officers and board we be according to the Articles of Incorporation as specified in each area of KY law below.

273.187 Members.

(1) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall be set forth in the articles of incorporation or the bylaws. If the corporation has no members, that fact shall be set forth in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership therein.

(2) The directors, officers, employees and members of the corporation shall not, as such, be liable on its obligations.History: Created 1968 Ky. Acts ch. 165, sec. 10.

273.191 Bylaws.The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of ncorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation. History: Created 1968 Ky. Acts ch. 165, sec. 11.

273.207 Board of directors. The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of this state or members of the corporation unless the articles of incorporation or the bylaws so require. The articles of ncorporation or the bylaws may prescribe other qualifications for directors.History: Created 1968 Ky. Acts ch. 165, sec. 16.273.201 Voting. (1) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote of members. (2) A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail. (3) The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate his vote and to give one (1) candidate a number of votes equal to his vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of such candidates. (4) If a corporation has no members or its members have no right to vote, the directors shall have the sole voting power. History: Created 1968 Ky. Acts ch. 165, sec. 14.

Good luck. If you have any other related questions please let me know. If you found this answer helpful please accept so I can continue to help others like you in the future. Thank you.

 

Picture
Bill F. -- Paralegal -- 99% Positive Feedback on 1326 Legal Accepts
State Paralegal - 10 Years Hands on Legal Experience
Reply
January 10 12:10 AM (32 minutes and 10 seconds later)
         
Reply to Bill F.'s Post:

Hello Bill - Thank you for the information. I probably need to post a second question, as I still do not have enought clarification. I built the organization up to the 700 dues paying members, but with now by-laws. I thought we should incorporate and asked a few others to be board members and we drafted by-laws and shortly thereafter, I had conflicts of interest and had to leave the board. The new officers have now taken total control and have postponed elections for a year and are managing the organizaiton with no one elected by the members and no ratification of the by-laws. Your information from Kentucky says the current board can ratify the by-laws and basically elect themselves. Is that correct? How do we get things changed so the other 700 can vote on how this organization can operate and ratify its bylaws.

Thank you,

Tim Connaghan

 

Customer (name blocked for privacy)
Answer
January 10 12:21 AM (11 minutes and 12 seconds later)
         
THIS ANSWER IS LOCKED!
You can view this answer by clicking here to Register or Login and paying $3.
Picture
Bill F. -- Paralegal -- 99% Positive Feedback on 1326 Legal Accepts
State Paralegal - 10 Years Hands on Legal Experience
Think you can answer this question?
Login or Become an Expert

Related Answers

 

DISCLAIMER: You acknowledge that any information you may obtain from individuals you contact through use of the Just Answer service comes from those individuals, not from Just Answer!, and that Just Answer is not in any way responsible for any of the information these third parties may supply. The site and services are provided "as is" with no warranty and no representations are made regarding the qualification of an Expert. Responses and comments on Just Answer! are for general information and are not intended to substitute for informed professional advice (such as medical, legal, investment or accounting) and do not establish a professional-client relationship. Just Answer! is not intended or designed to address EMERGENCY QUESTIONS which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service.

Just Answer! > Legal