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Bylaws Operating Agreement
"I need a Bylaws Operating Agreement for a newly formed technology startup with three founding members, planning to launch operations in March 2025, with a focus on protecting intellectual property rights and including provisions for future investor admission."
1. Article I - Organization: Company name, purpose, principal office, registered agent, and term of existence
2. Article II - Definitions and Interpretations: Key terms used throughout the agreement and rules of interpretation
3. Article III - Members: Member rights, responsibilities, voting powers, and meetings
4. Article IV - Management: Management structure, manager appointments, powers, and limitations
5. Article V - Capital Contributions: Initial and additional capital contributions, capital accounts
6. Article VI - Allocations and Distributions: Profit/loss allocations and distribution procedures
7. Article VII - Transfer of Interests: Rules for transferring membership interests and restrictions
8. Article VIII - Dissolution and Liquidation: Events triggering dissolution and liquidation procedures
9. Article IX - Books, Records, and Accounting: Record-keeping requirements and accounting procedures
10. Article X - General Provisions: Amendments, notices, governing law, and severability
1. Article on Tax Matters: Include when specific tax elections or complex tax arrangements are needed
2. Article on Competitive Activities: Include when restrictions on member competition are desired
3. Article on Employment of Members: Include when members may be employed by the company
4. Article on Intellectual Property: Include when IP ownership and development are significant concerns
5. Article on Special Purpose Provisions: Include for industry-specific requirements or special business purposes
6. Article on Emergency Powers: Include when specific provisions for emergency situations are needed
1. Schedule A - Member Information: List of members, contact information, and capital contributions
2. Schedule B - Initial Officers: Names and positions of initial officers if applicable
3. Schedule C - Capital Contributions: Detailed breakdown of initial capital contributions
4. Schedule D - Approved Budget: Initial or annual budget if applicable
5. Appendix 1 - Voting Procedures: Detailed voting procedures and requirements
6. Appendix 2 - Tax Elections: Specific tax elections and procedures
7. Appendix 3 - Valuation Methods: Agreed methods for company/interest valuation
Authors
Agreement
Articles of Organization
Affiliate
Bankruptcy
Board
Business Day
Capital Account
Capital Contribution
Certificate of Formation
Company
Code
Confidential Information
Default
Defaulting Member
Dissolution Event
Distribution
Effective Date
Encumbrance
Fair Market Value
Fiscal Year
GAAP
Governing Law
Initial Capital Contribution
Interest
Majority Vote
Manager
Member
Membership Interest
Net Income
Net Loss
Officer
Operating Agreement
Percentage Interest
Person
Principal Office
Profits and Losses
Quorum
Registered Agent
Registered Office
Related Party
Required Vote
Secretary
State
Subsidiary
Super Majority Vote
Tax Matters Representative
Transfer
Treasury Regulations
Unit
Voting Interest
Withdrawal
Purpose and Powers
Registered Office and Agent
Membership
Capital Contributions
Additional Capital
Voting Rights
Management Structure
Officers and Directors
Meetings
Notice Requirements
Quorum
Profit and Loss Allocation
Distributions
Transfer Restrictions
Right of First Refusal
Tag-Along Rights
Drag-Along Rights
Confidentiality
Non-Competition
Intellectual Property
Books and Records
Tax Matters
Indemnification
Insurance
Amendment Procedures
Dissolution
Winding Up
Dispute Resolution
Governing Law
Severability
Integration
Force Majeure
Notices
Assignment
Withdrawal Rights
Buy-Sell Provisions
Valuation Methods
Deadlock Resolution
Representation and Warranties
Technology
Manufacturing
Professional Services
Real Estate
Healthcare
Retail
Financial Services
Construction
Education
Hospitality
Transportation
Energy
Agriculture
Entertainment
Consulting
Legal
Corporate Governance
Executive Leadership
Finance
Compliance
Operations
Board of Directors
Administrative
Risk Management
Corporate Secretary Office
CEO
CFO
General Counsel
Corporate Secretary
Chief Legal Officer
Managing Director
Board Member
Company Director
Compliance Officer
Legal Counsel
Business Development Manager
Operations Manager
Finance Director
Managing Partner
Corporate Governance Officer
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