Bylaws Operating Agreement Template for United States

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Key Requirements PROMPT example:

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."

Document background
The Bylaws Operating Agreement is a fundamental document required when establishing or restructuring a Limited Liability Company (LLC) in the United States. This hybrid document combines elements of traditional corporate bylaws with LLC operating agreement provisions, making it particularly suitable for LLCs that want to maintain a more corporate-style governance structure while retaining LLC flexibility. It needs to comply with state-specific LLC laws and should be drafted when forming the company or updating its governance structure. The document typically includes detailed provisions about company organization, membership rights and obligations, management structure, capital contributions, profit distribution, voting procedures, transfer restrictions, and dissolution procedures. It serves as the primary reference for resolving internal disputes and guiding company operations.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Manufacturing

Professional Services

Real Estate

Healthcare

Retail

Financial Services

Construction

Education

Hospitality

Transportation

Energy

Agriculture

Entertainment

Consulting

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Operations

Board of Directors

Administrative

Risk Management

Corporate Secretary Office

Relevant Roles

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

Industries
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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