Bylaws And Operating Agreement Template for United States

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Key Requirements PROMPT example:

Bylaws And Operating Agreement

"I need a Bylaws and Operating Agreement for my Delaware-registered technology startup launching in January 2025, with provisions for four co-founders having different equity stakes and planned Series A investment within the first year."

Document background
The Bylaws And Operating Agreement serves as a foundational document for business entities in the United States, combining elements of traditional corporate governance with flexible LLC management structures. This hybrid approach is particularly valuable for organizations that want comprehensive governance documentation in a single instrument, whether due to regulatory requirements, investor preferences, or operational efficiency. The document typically needs to comply with state-specific corporation and LLC laws, while also addressing federal regulatory requirements. It's commonly used during entity formation, major reorganizations, or when updating governance structures to accommodate growth or changes in business strategy. The document includes detailed provisions for management structure, capital arrangements, member/shareholder rights, transfer restrictions, and dissolution procedures, making it essential for establishing clear organizational guidelines and preventing future disputes.
Suggested Sections

1. Article I - Parties: Identifies the company and all initial members/shareholders

2. Article II - Background and Purpose: States the purpose of forming the entity and basic background information

3. Article III - Definitions: Defines key terms used throughout the document

4. Article IV - Formation and Name: Details of company formation, registered name, and registered office

5. Article V - Capital Contributions: Initial and additional capital contributions, capital accounts

6. Article VI - Membership Interests: Classes of membership/shares, voting rights, transfer restrictions

7. Article VII - Management Structure: Management rights, responsibilities, and decision-making processes

8. Article VIII - Meetings: Procedures for member/shareholder meetings, voting requirements

9. Article IX - Officers and Directors: Appointment, removal, and duties of officers and directors

10. Article X - Distributions: Profit and loss allocations, distribution procedures

11. Article XI - Books and Records: Record-keeping requirements and member access rights

12. Article XII - Tax Matters: Tax classifications, responsibilities, and procedures

13. Article XIII - Dissolution: Procedures for winding up and dissolving the company

14. Article XIV - Amendment Procedures: Process for modifying the operating agreement or bylaws

15. Article XV - General Provisions: Miscellaneous legal provisions including governing law, notices, severability

Optional Sections

1. Article - Special Purpose Provisions: For specific industry requirements or special purpose entities

2. Article - Buy-Sell Provisions: Detailed procedures for buying out members, used when members want specific exit rights

3. Article - Intellectual Property Rights: IP ownership and licensing provisions, important for technology companies

4. Article - Non-Compete and Confidentiality: Restrictive covenants, used when protecting trade secrets is crucial

5. Article - Advisory Board: For companies wanting formal advisory structures

6. Article - Series LLC Provisions: When using series LLC structure in permitted states

7. Article - Professional Service Requirements: For professional service companies (law firms, medical practices)

8. Article - International Operations: For companies with international business activities

Suggested Schedules

1. Schedule A - Member Information: Details of members, ownership percentages, and contact information

2. Schedule B - Initial Capital Contributions: Itemized list of initial contributions and valuations

3. Schedule C - Management Authority Matrix: Detailed breakdown of management approval requirements

4. Schedule D - Tax Elections: Specific tax elections and treatments

5. Appendix 1 - Organizational Chart: Visual representation of company structure

6. Appendix 2 - Form of Membership Certificate: Template for membership certificates if used

7. Appendix 3 - Transfer Documents: Standard forms for transferring membership interests

8. Appendix 4 - Conflict Resolution Procedures: Detailed procedures for resolving member disputes

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Professional Services

Manufacturing

Retail

Healthcare

Real Estate

Financial Services

Construction

Education

Hospitality

Agriculture

Energy

Transportation

Media and Entertainment

Non-Profit Organizations

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Compliance

Human Resources

Finance

Operations

Risk Management

Administrative

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Corporate Secretary

Chief Financial Officer

Board Member

Managing Director

Compliance Officer

Corporate Governance Officer

Managing Partner

Human Resources Director

Operations Director

Company Secretary

Risk Manager

Legal Counsel

Industries
Delaware General Corporation Law (DGCL): Even if not incorporating in Delaware, this law often serves as a model for corporate governance and is considered the gold standard for business entity laws in the US
State Limited Liability Company Act: The specific state's LLC Act that governs the formation, operation, and dissolution of LLCs, including requirements for operating agreements
Internal Revenue Code (IRC): Federal tax law that affects choice of entity classification, tax treatment, and operating provisions, particularly Subchapter K (partnerships) and Subchapter S (S-corporations)
Securities Exchange Act of 1934: Federal law governing the trading of securities and requiring certain disclosures, relevant if membership interests are considered securities
Securities Act of 1933: Federal law requiring registration of securities offerings and providing exemptions, important for member interest transfers
State Securities Laws ('Blue Sky Laws'): State-specific regulations governing the offering and sale of securities, including membership interests
Fair Labor Standards Act (FLSA): Federal law establishing standards for employment relationships that should be considered in management and operational provisions
State Employment Laws: State-specific requirements for employee relations, benefits, and workplace policies that may need to be referenced
Uniform Commercial Code (UCC): State-adopted uniform law governing business transactions, particularly relevant for transfer of membership interests and security interests
Sarbanes-Oxley Act: Federal law establishing corporate governance and financial disclosure requirements, relevant for larger organizations or those planning to go public
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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