[{"data":1,"prerenderedAt":538},["ShallowReactive",2],{"document-by-law-business-and-affairs-D81":3},{"document":4,"label":26,"preview":11,"thumb":27,"thumb600":28,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":29,"breadcrumb":33,"related":41,"customDescModule":188,"customdescription":6,"mdFm":189,"mdProseHtml":537},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"BY-LAW REGARDING BUSINESS AND AFFAIRS This By-Law Regarding Business and Affairs is effective [DATE], by: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [FULL ADDRESS] INTERPRETATION Definitions In this by-law: \"Act\" means the Business Corporations Act ([STATE/PROVINCE]) and the regulations enacted pursuant to it and any statute and regulations that may be substituted for them, as amended from time to time; \"Articles\" means the articles, as that term is defined in the Act, of the Corporation; \"Auditor\" means the auditor of the Corporation; \"Board\" means the board of directors of the Corporation; \"By-law\" means a by-law of the Corporation; \"Corporation\" means the corporation continued under the Act by certificate and Articles of Continuance, dated [DATE], under the name [INDIVIDUAL NAME] & [COMPANY NAME]/ [INDIVIDUAL NAME] & [COMPANY NAME]; \"Director\" means a director of the Corporation; \"Officer\" means an officer of the Corporation, and reference to any specific officer is to the person holding that office of the Corporation; \"Person\" means an individual, body corporate, partnership, joint venture, trust, unincorporated organization, association, the Crown or any agency or instrumentality thereof, or any entity recognized by [YOUR COUNTRY LAW]; \"Proxyholder\" means a person holding a valid proxy for a shareholder; \"Resident [COUNTRY]\" has the meaning ascribed to that phrase in the Act; \"Shareholder\" means a shareholder of the Corporation; and \"Voting person\" means, in respect of a meeting of shareholders, an individual who is either a shareholder entitled to vote at that meeting, a duly authorized representative of a shareholder entitled to vote at the meeting or a proxyholder entitled to vote at the meeting. Number, Gender and Headings In this by-law, words in the singular include the plural and vice-versa and words in one gender include all genders. The insertion of headings in this by-law and its division into articles, sections and other subdivisions are for convenience of reference only, and shall not affect the interpretation of this by-law. By-Law Subordinate to Other Documents This by-law is subordinate to, and should be read in conjunction with, the Act, the articles and any unanimous shareholder agreement of the Corporation. Computation of Time The computation of time and any period of days shall be determined in accordance with the Act. DIRECTORS Notice of Meeting Any director or the president may call a meeting of the board by giving notice stating the time and place of the meeting to each of the directors other than the director giving that notice. Notices sent by delivery or electronic means shall be sent no less than [NUMBER] hours before the time of the meeting. Notices sent by mail shall be sent no less than [NUMBER] days before the day of the meeting. The board may appoint, by resolution, dates, time and places for meetings of the board. A copy of any such resolution shall be sent to each director forthwith after being passed, but no other notice is required for any such meeting. Meetings Without Notice A meeting of the board may be held without notice immediately following the first or any annual meeting of shareholders. Place of Meeting A meeting of the board may be held at any place within or outside [LOCATION], and no such meeting need be held at a place within [COUNTRY]. No Notice to Newly Appointed Director A person need not be given notice of the meeting at which that person is appointed by the other directors to fill a vacancy on the board if present at that meeting. Quorum for Directors' Meetings If there are [NUMBER] or [NUMBER] directors, all of the directors constitute a quorum at a meeting of the board. If there are [NUMBER], [NUMBER] or [NUMBER] directors, a majority of the directors constitute a quorum at a meeting of the board. Otherwise, such a quorum consists of the next whole number larger than [NUMBER] of the number of directors. In this section, the \"number of directors\" is either: the number of directors specified in the articles; or if a minimum and maximum number of directors is provided for in the articles, the number determined from time to time by special resolution or, if the special resolution empowers the directors to determine the number, by resolution of the directors, or if no such resolution has been passed, the number of directors named in the articles. Chairman of Directors' Meetings The chairman of a meeting of the board must be a director present at the meeting who consents to preside as chairman. The first-mentioned of the chairman of the board, the managing director or the president who so qualifies shall preside as chairman of the meeting. If none of them is so qualified, the directors present at the meeting shall choose a director to preside as chairman of the meeting. Votes at Directors' Meetings Each director present at a meeting of the board shall have [NUMBER] vote on each motion arising. Motions arising at meetings of the board shall be decided by a majority vote. The chairman of the meeting shall not have a second or casting vote. When Directors Cease to Hold Office A director ceases to hold office when the Act or the articles so provide, or when that director ceases to be a resident [COUNTRY], if as a result the majority of directors on the board would not be resident [COUNTRY]. OFFICERS Each officer shall hold office during the pleasure of the board. Any officer may, however, resign at any time by giving notice to the Corporation. MEETINGS OF SHAREHOLDERS Notice of Shareholders' Meetings The board may call a meeting of shareholders by causing notice of the time and place of the meeting to be sent to each shareholder entitled to vote at the meeting, each director and the auditor. Such notice shall be sent no less than [NUMBER] days and no more than [NUMBER] days before the meeting, if the Corporation is an offering corporation (as defined in the Act), or no less than [NUMBER] days and no more than [NUMBER] days before the meeting, if the Corporation is not an offering corporation. Quorum at Meetings of Shareholders If the Corporation has only [NUMBER] shareholder entitled to vote at a meeting of shareholders, that shareholder constitutes a quorum. Otherwise, any [NUMBER] voting persons present shall constitute a quorum, but only to appoint a chairman and adjourn the meeting. For all other purposes, a quorum consists of at least [NUMBER] voting persons present and authorized to cast in the aggregate not less than [PERCENTAGE %] of the total number of votes attaching to all shares carrying the right to vote at that meeting. Chairman's Vote The chairman of any meeting of shareholders shall not have a second or casting vote. Voting Unless the chairman of a meeting of shareholders directs a ballot, or a voting person demands one, each motion shall be voted upon by a show of hands. Each voting person has [NUMBER] vote in a vote by show of hands. A ballot may be directed or demanded either before or after a vote by show of hands. If a ballot is taken, a prior vote by show of hands has no effect. Scrutineers The chairman of a meeting of shareholders may appoint for that meeting [NUMBER] or more scrutineers, who need not be voting persons. Who May Attend Shareholders' Meeting The only persons entitled to attend a meeting of shareholders are voting persons, the president, the directors, the auditor and others permitted by the chairman of the meeting. SECURITY CERTIFICATES Security certificates shall be in such form as the board may approve or the Corporation adopt",null,"By-Law Business and Affairs","9",76,"doc","https://templates.business-in-a-box.com/imgs/1000px/by-law_business-and-affairs-D81.png","https://templates.business-in-a-box.com/imgs/250px/81.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#81.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Business Plan Kit","/templates/business-plan-kit/",{"label":20,"url":21},"Board of Directors","/templates/board-of-directors/",{"label":23,"url":24},"Board Resolutions","/templates/business-resolutions/","by law business affairs","By-Law Business and Affairs Template","https://templates.business-in-a-box.com/imgs/400px/81.png","https://templates.business-in-a-box.com/imgs/600px/81.png",[30,16,19,22],{"label":31,"url":32},"Templates","/templates/",[34,35,38],{"label":31,"url":32},{"label":36,"url":37},"Legal 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Policy","/template/business-continuity-and-disaster-recovery-policy-D13609","https://templates.business-in-a-box.com/imgs/250px/13609.png",{"label":83,"url":84,"thumb":85,"extension":10},"Business Travel Expense Approval Policy","/template/business-travel-expense-approval-policy-D13611","https://templates.business-in-a-box.com/imgs/250px/13611.png",{"label":87,"url":88,"thumb":89,"extension":10},"How To Choose The Right Business Model For Your Business","/template/how-to-choose-the-right-business-model-for-your-business-D13178","https://templates.business-in-a-box.com/imgs/250px/13178.png",{"description":91,"descriptionCustom":6,"label":92,"pages":93,"size":94,"extension":10,"preview":95,"thumb":96,"svgFrame":97,"seoMetadata":98,"parents":100,"keywords":99,"url":106},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16",513,"https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":99,"description":6},"shareholders agreement",[101,103],{"label":36,"url":102},"business-legal-agreements",{"label":104,"url":105},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":108,"descriptionCustom":6,"label":109,"pages":110,"size":111,"extension":10,"preview":112,"thumb":113,"svgFrame":114,"seoMetadata":115,"parents":116,"keywords":119,"url":120},"LIMITED LIABILITY COMPANY OPERATING AGREEMENT This Limited Liability Company Operating Agreement is entered into as of the [DATE], BETWEEN: [INDIVIDUAL NAMES] (the \"Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Non-Managing Members\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] The Managing Members and the Non-Managing Members are referred to herein collectively as the \"Members\". The Members have formed the Company by causing a Certificate of Formation (the \"Certificate\") conforming to the requirements of the [STATE] Revised Limited Liability Company Act (the \"Act\") to be filed in the Office of the Secretary of State for the State of [STATE]. NAME, PURPOSE AND PRINCIPAL OFFICE OF COMPANY Name The name of the Company is [COMPANY NAME], LLC. The affairs of the Company shall be conducted under such name or such other name as the Managing Members may, in their discretion, determine. [COMPANY NAME] hereby grants the Company the right, at no cost, to use the [SPECIFY] name for the term of the Company as set forth in Article [SPECIFY] hereof. Agreement In consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members executing this Agreement hereby agree to the terms and conditions of this Agreement, as it may be amended from time to time. It is the express intention of the Members that this Agreement shall be the sole statement of agreement among them, and, except to the extent a provision of this Agreement expressly incorporates matters by express reference, this Agreement shall govern even when inconsistent with or different from the provisions of the Act or any other provision of law. Purpose; Powers Purpose. The primary purpose of the Company is to act as the general partner of [COMPANY NAME] (the \"Fund\"). Powers. Subject to all of the terms and provisions hereof, the Company shall have all powers necessary, suitable or convenient for the accomplishment of the purpose of the Company, including, without limitation, the following: to purchase, sell, invest and trade in securities of every kind, including, without limitation, capital stock, limited partnership interests, bonds, notes, debentures, securities convertible into other securities, trust receipts and other obligations, instruments or evidences of indebtedness, as well as in rights, warrants and options to purchase securities; to make and perform all contracts and engage in all activities and transactions necessary or advisable to [SPECIFY] out the purposes of the Company, including, without limitation, the purchase, sale, transfer, pledge and exercise of all rights, privileges and incidents of ownership or possession with respect to any Company asset or liability; the borrowing or lending of money and the securing of payment of any Company obligation by hypothecation or pledge of, or grant of a security interest in, Company assets; and the guarantee of or becoming surety for the debts of others; and otherwise to have all the powers available to it as a limited liability company under the Act. Registered Office and Agent The initial address of the Company registered office in [STATE] is, and its initial agent at such address for service of process is Incorporating Services Limited. The Managing Members may change the registered office and agent for service of process as they from time to time may determine. Principal Office The principal office of the Company shall initially be located at [ADDRESS]. The Managing Members may change the location of the principal office of the Company at any time. Definitions Additional Members. This term shall have the meaning ascribed to it in Paragraph 3.2. Affiliate. With reference to any person, any other person controlling, controlled by or under direct or indirect common control with such person. Agreement. This Operating Agreement of [COMPANY NAME], a [STATE] limited liability company. Assignee. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Bankruptcy. A person or entity shall be deemed bankrupt if: any proceeding is commenced against such person or entity as debtor for any relief under bankruptcy or insolvency laws, or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions and such proceeding is not dismissed within [NUMBER] days after such proceeding has commenced, or such person or entity commences any proceeding for relief under bankruptcy or insolvency laws or laws relating to the relief of debtors, reorganizations, arrangements, compositions or extensions. Book Value. This term shall have the meaning ascribed to it in Paragraph 6.2(a). Capital Account. This term shall have the meaning ascribed to it in Paragraph 6.2(b). Capital Commitment. This term shall have the meaning ascribed to it in Paragraph 5.1. Capital Contribution. This term shall have the meaning ascribed to it in Paragraph 5.1(b). [SPECIFY]. The Company [PERCENTAGE] carried interest in the income of the Fund. Certificate. The Certificate of Formation of [COMPANY NAME], a [STATE] limited liability company. Code. [SPECIFY YOUR COUNTRY INTERNAL REVENUE ACT/CODE/LAW], as amended from time to time (and any corresponding provisions of succeeding law). Defaulting Member. This term shall have the meaning ascribed to it in Paragraph 5.4(a). Fiscal Quarter. This term shall have the meaning ascribed to it in Paragraph 6.2(c). Fiscal Year. This term shall have the meaning ascribed to it in Paragraph 6.2(d). Management Fee. The management fee receivable by the Company from the Fund. Net Income or Net Loss. This term shall have the meaning ascribed to it in Paragraph 6.2(e). Percentage Interest. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Sale or Exchange. This term shall have the meaning ascribed to it in Paragraph [NUMBER]. Securities Act. [YOUR COUNTRY ACT/CODE/LAW] as amended from time to time. Securities. Securities of every kind and nature and rights and options with respect thereto, including stock, notes, bonds, debentures, evidences of indebtedness and other business interests of every type, including interests in partnerships, joint ventures, proprietorships and other business entities. TMP. This term shall have the meaning ascribed to it in Paragraph 13.16. Termination Date. This term shall have the meaning ascribed to it in Paragraph 2.1. Treasury Regulations. The Income Regulations promulgated under the Code, as such Regulations may be amended from time to time (including corresponding provisions of succeeding Regulations). TERM AND TERMINATION OF THE COMPANY Term The term of the Company shall continue until [NUMBER] year after the dissolution of the Fund unless sooner terminated as provided in Paragraph 2.2 or by operation of law or extended as provided in Paragraph 2.3. The last day of the term of the Company, as such may be extended as provided herein, is referred to herein as the \"Termination Date.\" Termination The Company shall terminate prior to the end of the period specified in Paragraph 2.1 at the election of the Managing Members. The Managing Members shall deliver notice of such termination to the Non-Managing Members. Extension of Term The term of the Company may be extended by the Managing Members. The Managing Members shall provide notice of any such extension to the Non-Managing Members. INITIAL MEMBERS; CHANGES IN MEMBERSHIP Name and Address The persons listed on Exhibit A are hereby admitted as Members of the Company","LLC Operating Agreement","21",207,"https://templates.business-in-a-box.com/imgs/1000px/llc-operating-agreement-D5209.png","https://templates.business-in-a-box.com/imgs/250px/5209.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5209.xml",{"title":6,"description":6},[117,118],{"label":36,"url":102},{"label":104,"url":105},"llc operating agreement","/template/llc-operating-agreement-D5209",{"description":122,"descriptionCustom":6,"label":123,"pages":124,"size":125,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":130,"keywords":137,"url":138},"BOARD RESOLUTION OF [YOUR COMPANY NAME] ADOPTED ON [DATE] The undersigned, being all the directors of [YOUR COMPANY NAME], hereby sign the following amended resolutions: RESOLVED THAT: The financial statements of the company for the fiscal year ended [Month and day], prepared by [Accountant's name], Chartered Accountants, under their comments dated [Date], are approved which approval shall be evidenced by signature of the balance sheet. OR The financial statements of the company for the fiscal year ended [Month and day], prepared by [Auditors' names], under their audit report dated [Date], are approved, which approval shall be evidenced by signature of the balance sheet. The approved financial statements be placed before the annual meeting of shareholders of the company. [Accountants] are appointed the accountants of the company for the current fiscal year. By-Law No. [Number] is passed as a by-law of the company to be placed before a meeting of shareholders of the company for confirmation. ","Board Resolution","1",34,"https://templates.business-in-a-box.com/imgs/1000px/board-resolution-D78.png","https://templates.business-in-a-box.com/imgs/250px/78.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#78.xml",{"title":6,"description":6},[131,133,135],{"label":17,"url":132},"business-plan-kit",{"label":20,"url":134},"board-of-directors",{"label":23,"url":136},"business-resolutions","board resolution","/template/board-resolution-D78",{"description":140,"descriptionCustom":6,"label":141,"pages":124,"size":142,"extension":10,"preview":143,"thumb":144,"svgFrame":145,"seoMetadata":146,"parents":147,"keywords":153,"url":154},"MEETING MINUTES [YOUR COMPANY NAME] Opening: The regular meeting of [YOUR COMPANY Name] duly called and held on [Date] at [Address], commencing at [Time]. Present were: [List of attendeeS] With the approval of the directors present, [Chairman name] acted as Chairman of the meeting and [Secretary name] recorded the minutes. Approval of Agenda The agenda was unanimously approved as distributed. Approval of Minutes The minutes of the previous meeting were unanimously approved as distributed. Announcements","Minutes for a Formal Meeting",30,"https://templates.business-in-a-box.com/imgs/1000px/minutes-for-a-formal-meeting-D13.png","https://templates.business-in-a-box.com/imgs/250px/13.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13.xml",{"title":6,"description":6},[148,149,150],{"label":17,"url":132},{"label":20,"url":134},{"label":151,"url":152},"Meeting Minutes","meeting-minutes","minutes for a formal meeting","/template/minutes-for-a-formal-meeting-D13",{"description":156,"descriptionCustom":6,"label":157,"pages":158,"size":94,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":164,"keywords":163,"url":172},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":163,"description":6},"employment agreement_at will employee",[165,168,171],{"label":166,"url":167},"Human Resources","human-resources",{"label":169,"url":170},"Hire an Employee","hire-employee",{"label":36,"url":102},"/template/employment-agreement_at-will-employee-D541",{"description":174,"descriptionCustom":6,"label":175,"pages":176,"size":94,"extension":10,"preview":177,"thumb":178,"svgFrame":179,"seoMetadata":180,"parents":182,"keywords":181,"url":187},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":181,"description":6},"non disclosure agreement nda",[183,184],{"label":36,"url":102},{"label":185,"url":186},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":190,"reviewer":202,"legal_disclaimer":206,"quick_facts":207,"at_a_glance":209,"personas":213,"variants":238,"glossary":264,"clauses":298,"how_to_fill":349,"common_mistakes":390,"faqs":415,"industries":443,"comparisons":468,"diy_vs_lawyer":481,"jurisdictions":494,"related_template_ids_curated":515,"schema":524,"classification":525},{"meta_title":191,"meta_description":192,"primary_keyword":193,"secondary_keywords":194},"By Law Business and Affairs Template (Free Word)","Free corporate by-law template for business and affairs governance. Covers meetings, officers, directors, voting, and records. Used in 190+ countries. Free Word and PDF download.","corporate by-law template",[195,196,197,198,199,200,201],"business by-laws template","corporate bylaws template word","by-law business and affairs","company bylaws template free","corporate governance bylaws","bylaws template for corporation","business affairs by-law document",{"name":203,"credential":204,"reviewed_date":205},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":208,"legal_review_recommended":206,"signature_required":206,"notarization_required":188},"advanced",{"what_it_is":210,"when_you_need_it":211,"whats_inside":212},"A By Law Business and Affairs document is the internal governing rulebook of a corporation, defining how the company is managed, how directors and officers are appointed and removed, how meetings are called and conducted, and how decisions are made and recorded. This free Word download gives you a professionally structured, fully editable by-law template you can customize for your corporation and export as PDF for adoption at your organizational meeting.\n","Use it when incorporating a new business, restructuring corporate governance, onboarding new directors or investors, or replacing outdated by-laws that no longer reflect how the company actually operates. Banks, lenders, and investors routinely request a certified copy of by-laws before extending credit or closing a transaction.\n","Registered office and records provisions, shareholder meeting procedures, director and officer roles and authorities, voting and quorum requirements, indemnification provisions, financial controls, amendment procedures, and conflict-of-interest rules.\n",[214,218,222,226,230,234],{"title":215,"use_case":216,"icon_asset_id":217},"Startup founders","Adopting initial by-laws at incorporation to satisfy bank and investor requirements","persona-startup-founder",{"title":219,"use_case":220,"icon_asset_id":221},"Corporate lawyers and paralegals","Preparing governance documents for newly incorporated business clients","persona-corporate-lawyer",{"title":223,"use_case":224,"icon_asset_id":225},"Small business owners","Formalizing corporate structure after operating informally without by-laws","persona-small-business-owner",{"title":227,"use_case":228,"icon_asset_id":229},"CFOs and finance directors","Providing certified by-law extracts to lenders during loan due diligence","persona-cfo",{"title":231,"use_case":232,"icon_asset_id":233},"Board secretaries","Maintaining and amending corporate records in compliance with by-law requirements","persona-operations-director",{"title":235,"use_case":236,"icon_asset_id":237},"Nonprofit executives","Establishing governance rules for a newly formed nonprofit corporation","persona-nonprofit-exec",[239,243,247,250,253,257,260],{"situation":240,"recommended_template":241,"slug":242},"Incorporating a for-profit corporation with a standard board structure","By Law Business and Affairs","by-law-business-and-affairs-D81",{"situation":244,"recommended_template":245,"slug":246},"Forming a nonprofit or charitable corporation","Nonprofit Corporate By-Laws","general-by-laws-D1008",{"situation":248,"recommended_template":109,"slug":249},"Establishing rules for a limited liability company","llc-operating-agreement-D5209",{"situation":251,"recommended_template":92,"slug":252},"Defining shareholder rights and transfer restrictions","shareholders-agreement-D1016",{"situation":254,"recommended_template":255,"slug":256},"Recording decisions made at the organizational meeting","Minutes of Organizational Meeting","minutes-for-a-formal-meeting-D13",{"situation":258,"recommended_template":123,"slug":259},"Documenting a board resolution to amend existing by-laws","board-resolution-D78",{"situation":261,"recommended_template":262,"slug":263},"Outlining director duties and indemnification separately","Director Indemnification Agreement","undertaking-of-indemnification--director-D924",[265,268,271,274,277,280,283,286,289,292,295],{"term":266,"definition":267},"By-Laws","The internal rules adopted by a corporation to govern its management, structure, and the conduct of its officers, directors, and shareholders.",{"term":269,"definition":270},"Quorum","The minimum number of directors or shareholders who must be present at a meeting for the decisions made at that meeting to be legally valid.",{"term":272,"definition":273},"Registered Office","The official address of the corporation on record with the government, where legal notices and correspondence are delivered.",{"term":275,"definition":276},"Articles of Incorporation","The foundational filing document that creates the corporation — by-laws are subordinate to the articles and cannot contradict them.",{"term":278,"definition":279},"Indemnification","The corporation's obligation to reimburse and defend directors and officers against legal claims arising from actions taken in their official capacity.",{"term":281,"definition":282},"Fiduciary Duty","The legal obligation of directors and officers to act in the best interest of the corporation and its shareholders, not in their own personal interest.",{"term":284,"definition":285},"Casting Vote","A tie-breaking vote granted to the chairperson of a meeting when a resolution results in a deadlock among directors or shareholders.",{"term":287,"definition":288},"Resolution","A formal decision made by the board of directors or shareholders, recorded in writing and retained in the corporate minute book.",{"term":290,"definition":291},"Ex Officio","A position held automatically by virtue of another office — for example, the CEO may serve as an ex officio member of all board committees.",{"term":293,"definition":294},"Ultra Vires","An action taken by a corporation or its officers that falls outside the powers granted by the articles of incorporation or applicable corporate law — such acts are generally void.",{"term":296,"definition":297},"Signing Authority","The designated officer or officers authorized by the board to execute contracts, banking instruments, and other documents on behalf of the corporation.",[299,304,309,314,319,324,329,334,339,344],{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Registered office and corporate records","Establishes where the corporation's official address is located and where statutory records — including the minute book, share register, and financial statements — must be kept.","The registered office of [CORPORATION NAME] shall be located at [ADDRESS], [CITY], [PROVINCE/STATE]. The Corporation shall maintain at its registered office the records required by [APPLICABLE CORPORATE STATUTE].","Using a personal home address as the registered office without updating it when the business moves — service of legal process at an outdated address can result in a default judgment going unnoticed.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Shareholder meetings — notice and procedures","Specifies how annual and special shareholder meetings are called, the required notice period, who may call them, and how they may be held (in person, by telephone, or electronically).","The annual meeting of shareholders shall be held within [X] months of the Corporation's fiscal year end on a date and at a place fixed by the directors. Notice shall be given not less than [10] and not more than [50] days before the meeting.","Setting a notice period shorter than the statutory minimum — many jurisdictions mandate at least 21 days for public companies and 10 days for private companies; a shorter contractual period is void.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Quorum and voting at shareholder meetings","Defines the minimum shareholder attendance required to constitute a valid meeting and the voting thresholds for ordinary and special resolutions.","A quorum for the transaction of business at any meeting of shareholders shall be [X] shareholders representing not less than [X]% of the voting shares. Each shareholder shall have one vote per share held of record.","Setting quorum too low — a quorum of one shareholder, even if legally permissible, enables a single party to make binding decisions without meaningful corporate oversight.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Board of directors — composition and election","States the minimum and maximum number of directors, how they are elected by shareholders, their term of office, and the conditions under which a director's seat becomes vacant.","The board shall consist of a minimum of [1] and a maximum of [X] directors. Directors shall be elected at each annual meeting of shareholders to hold office until the next annual meeting or until their successors are elected.","Omitting a vacancy-filling mechanism — if a director resigns and no process exists to fill the seat, the board may fall below quorum and be unable to act until a shareholder meeting is called.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Directors' meetings — notice, quorum, and resolutions","Governs how board meetings are convened, the notice required, what constitutes a quorum of directors, and how written resolutions in lieu of meetings are passed.","Meetings of the board may be held at any time and place. Notice shall be given to each director not less than [X] days before the meeting. A quorum shall be a majority of the directors then in office. A resolution in writing signed by all directors is as valid as a resolution passed at a duly called meeting.","Requiring unanimous written consent for all board resolutions — this gives any single director an effective veto over routine decisions and can paralyze operations when directors disagree.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Officers — appointment, authority, and removal","Identifies the corporate officers (CEO, President, Secretary, Treasurer, etc.), how they are appointed and removed by the board, and the scope of their authority to act on the corporation's behalf.","The board shall appoint a President, a Secretary, and a Treasurer, and may appoint such other officers as the board considers appropriate. Officers shall hold office at the pleasure of the board and may be removed at any time by a resolution of the board.","Defining officer authority too narrowly in the by-laws — if the by-laws require board approval for contracts above $1,000 but the CEO routinely signs larger contracts, every such contract is technically unauthorized.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Signing authority and banking","Identifies which officers may sign contracts, cheques, promissory notes, and other financial instruments on the corporation's behalf and whether countersignature is required above certain dollar thresholds.","Contracts, deeds, and instruments may be signed on behalf of the Corporation by the [TITLE] and/or the [TITLE]. Cheques and other banking instruments in excess of $[AMOUNT] shall require the signatures of any two of the following officers: [LIST OF OFFICERS].","Not requiring dual signing authority for payments above a material threshold — single-signatory authority on bank accounts is a common internal fraud vector in small and mid-size corporations.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Indemnification of directors and officers","Commits the corporation to defend and reimburse directors and officers against personal liability for claims arising from actions they took in their official capacity, within the limits set by law.","Subject to applicable law, the Corporation shall indemnify each director and officer against all costs, charges, and expenses reasonably incurred in respect of any civil, criminal, or administrative proceeding in which the individual is involved by reason of being a director or officer, provided the individual acted honestly and in good faith.","Including an absolute indemnity with no carve-out for fraud, willful misconduct, or bad faith — courts will void an indemnity that purports to shield directors from liability for dishonest acts, and the clause may be read as unenforceable in its entirety.",{"name":340,"plain_english":341,"sample_language":342,"common_mistake":343},"Conflict of interest and related-party transactions","Requires directors and officers to disclose any personal interest in a transaction the corporation is considering and to abstain from voting on matters where a conflict exists.","A director who has a material interest in any proposed contract or transaction with the Corporation shall disclose such interest to the board in writing as soon as practicable, and shall not vote on any resolution to approve such contract or transaction.","Omitting this clause entirely — without a conflict-of-interest provision, self-dealing transactions are harder to challenge and can expose the corporation to derivative litigation from minority shareholders.",{"name":345,"plain_english":346,"sample_language":347,"common_mistake":348},"Amendment of by-laws","States the procedure by which the corporation's by-laws may be changed — typically requiring a board resolution followed by shareholder ratification at the next meeting.","The board may, by resolution, make, amend, or repeal any by-law of the Corporation. Any such by-law, amendment, or repeal shall be submitted to the next meeting of shareholders, and the shareholders may by ordinary resolution confirm, reject, or amend the by-law.","Requiring a supermajority (e.g., two-thirds) for all amendments without distinguishing between routine administrative changes and fundamental governance changes — this can make correcting a drafting error as procedurally burdensome as restructuring the entire board.",[350,355,360,365,370,375,380,385],{"step":351,"title":352,"description":353,"tip":354},1,"Insert the corporation's legal name and registered office","Replace every instance of [CORPORATION NAME] with the exact legal name as it appears on the certificate of incorporation. Enter the full registered office address, including the street address, city, and province or state.","The registered office address in the by-laws must match the address on file with the corporate registry — a mismatch creates a discrepancy that surfaces during due diligence.",{"step":356,"title":357,"description":358,"tip":359},2,"Set the board composition limits","Decide on the minimum and maximum number of directors appropriate for your corporation's size and ownership structure. For most small private corporations, a minimum of 1 and a maximum of 5 is sufficient.","Keep the maximum high enough to accommodate future investor board seats — venture investors frequently require a board seat as a condition of investment.",{"step":361,"title":362,"description":363,"tip":364},3,"Define notice periods for meetings","Enter the number of days' notice required for shareholder and director meetings. Confirm these meet or exceed the minimums under the applicable corporate statute in your jurisdiction.","For a private corporation, 10 days for shareholder meetings and 48 hours for director meetings is a common practical standard that stays above most statutory floors.",{"step":366,"title":367,"description":368,"tip":369},4,"Specify quorum requirements","Set the quorum for both shareholder and board meetings. A majority of directors is standard for board meetings; for shareholders, 2 shareholders or holders of 10% of voting shares is typical for a small private company.","If you have a sole director and sole shareholder, quorum provisions are largely procedural — but they become critical the moment a second director or investor is added.",{"step":371,"title":372,"description":373,"tip":374},5,"Appoint officers and define their authority","List the officers your corporation will have at formation (typically President, Secretary, and Treasurer) and specify the dollar threshold above which contracts require board approval rather than officer sign-off.","A $25,000 officer signing authority is common for early-stage companies — it covers most operating contracts without requiring a board resolution for every vendor agreement.",{"step":376,"title":377,"description":378,"tip":379},6,"Configure signing authority and banking provisions","Identify which officers may sign cheques and financial instruments, and set a dual-signature threshold for large payments. Enter the dollar amount above which two signatories are required.","Set the dual-signature threshold at a level that requires oversight for significant expenditures but does not create operational bottlenecks — $10,000 to $25,000 is a practical range for most small corporations.",{"step":381,"title":382,"description":383,"tip":384},7,"Adopt the by-laws at the organizational meeting","The initial by-laws must be formally adopted by the board of directors at the corporation's first organizational meeting or by written resolution in lieu of meeting, signed by all directors.","Keep a certified copy of the adopted by-laws in the corporate minute book immediately after execution — banks and lenders will request a certified extract before opening accounts or extending credit.",{"step":386,"title":387,"description":388,"tip":389},8,"Submit to shareholders for ratification","After board adoption, present the by-laws to shareholders at the first annual meeting for confirmation. Record the shareholder ratification resolution in the minute book.","In many jurisdictions, by-laws adopted by the board are effective immediately but become permanent only upon shareholder ratification — failure to obtain ratification can leave governance in a legally uncertain state.",[391,395,399,403,407,411],{"mistake":392,"why_it_matters":393,"fix":394},"Adopting by-laws after the first banking or financing transaction","Banks and lenders require a certified copy of by-laws to open accounts and process loan documents. Operating without adopted by-laws delays these transactions and signals governance gaps to counterparties.","Adopt by-laws at the organizational meeting before any banking relationship is established, and keep a certified extract readily available for third-party requests.",{"mistake":396,"why_it_matters":397,"fix":398},"Using a generic template that conflicts with the applicable corporate statute","A by-law provision that contradicts a mandatory requirement of the governing corporate statute — such as minimum notice periods or residency requirements for directors — is void, leaving the corporation without a governing rule on that point.","Cross-reference every material provision against the specific corporate statute in your jurisdiction (e.g., CBCA, OBCA, DGCL, or Companies Act) before adoption.",{"mistake":400,"why_it_matters":401,"fix":402},"Omitting a written-resolution-in-lieu-of-meeting provision","Without this clause, every board decision technically requires a formal meeting with proper notice — a procedural burden that causes small corporations to act informally, creating gaps in the corporate record.","Include a provision allowing all directors to pass resolutions in writing without a meeting, signed by all directors, which is as valid as a resolution passed at a duly convened meeting.",{"mistake":404,"why_it_matters":405,"fix":406},"Setting unrestricted single-signatory banking authority","Allowing any one officer to sign cheques and authorize transfers of any amount is the most common governance weakness cited in corporate fraud cases involving small and mid-size businesses.","Require dual signatures for payments above a defined threshold — typically $10,000 to $25,000 — and hardcode this into both the by-laws and the banking resolution.",{"mistake":408,"why_it_matters":409,"fix":410},"Never updating by-laws after a financing round or ownership change","Investor shareholders often receive special rights — veto rights, board appointment rights, information rights — that must be reflected in the governing documents. Out-of-date by-laws can conflict with shareholder agreement terms, creating enforceability disputes.","Review and amend by-laws whenever a new shareholder class is created, a new director is appointed under a shareholder agreement, or a material governance change is agreed with investors.",{"mistake":412,"why_it_matters":413,"fix":414},"Failing to ratify by-laws at the first shareholder meeting","In jurisdictions such as Canada under the CBCA, by-laws adopted by the board are interim only until confirmed by shareholders. Unratified by-laws create uncertainty about whether board decisions made under them are legally valid.","Add shareholder ratification of the by-laws as a standing agenda item at the first annual meeting and record the confirming resolution in the minute book.",[416,419,422,425,428,431,434,437,440],{"question":417,"answer":418},"What are corporate by-laws?","Corporate by-laws are the internal governing rules of a corporation that establish how the company is managed on a day-to-day basis. They cover the roles and powers of directors and officers, how meetings are called and conducted, what constitutes a quorum, how decisions are recorded, and how the by-laws themselves can be amended. By-laws are subordinate to the articles of incorporation and the applicable corporate statute — they cannot override either.\n",{"question":420,"answer":421},"Are corporate by-laws legally required?","In most jurisdictions, corporations are required by statute to have by-laws or an equivalent governing document. Under the Canada Business Corporations Act and most provincial equivalents, corporations must adopt by-laws at their organizational meeting. In the US, Delaware and most states require initial by-laws to be adopted by the incorporators or the initial board. Operating without by-laws exposes the corporation to governance disputes and creates complications with banks and counterparties who require certified governance documents.\n",{"question":423,"answer":424},"What is the difference between articles of incorporation and by-laws?","Articles of incorporation are the foundational public document filed with the government that creates the corporation — they define the corporation's name, share structure, and any restrictions on business activity. By-laws are the internal operational rules adopted by the corporation after formation. The articles take precedence; by-laws fill in the procedural detail the articles do not address. Amending articles typically requires shareholder approval and a government filing; amending by-laws is usually a board and shareholder matter handled internally.\n",{"question":426,"answer":427},"Who adopts corporate by-laws?","Initial by-laws are typically adopted by the board of directors at the corporation's first organizational meeting. In most jurisdictions, the directors then submit the by-laws to shareholders for ratification at the first annual meeting. After adoption, by-law amendments follow the same two-step process: board resolution followed by shareholder confirmation. Some jurisdictions permit shareholders to amend by-laws directly without board action.\n",{"question":429,"answer":430},"Can a corporation operate without by-laws?","Technically, a corporation can operate without formally adopted by-laws, but doing so creates significant practical problems. Banks will not open corporate accounts without a certified copy of by-laws. Investors and lenders require them as part of due diligence. Without by-laws, disputes over meeting procedures, officer authority, and signing rights default to the bare statutory rules, which are often poorly suited to the specific needs of the business.\n",{"question":432,"answer":433},"What is the difference between by-laws and a shareholders agreement?","By-laws govern the internal operations of the corporation and apply to all shareholders equally. A shareholders agreement is a private contract among specific shareholders that can grant additional rights — pre-emptive rights, drag-along and tag-along rights, board appointment rights, and transfer restrictions — that go beyond what by-laws can provide. By-laws are publicly accessible in some jurisdictions; shareholders agreements are private. Where the two conflict, the shareholders agreement typically governs among the parties to it, but the by-laws govern the corporation itself.\n",{"question":435,"answer":436},"How often should by-laws be updated?","By-laws should be reviewed and updated whenever the corporation undergoes a material governance change — a new financing round, a change in board composition, the addition of a new class of shares, or a significant change in the scale of operations. At minimum, a full review every three to five years is good governance practice. Many corporations discover that their by-laws were adopted at incorporation and never amended, even as the business grew and governance needs changed substantially.\n",{"question":438,"answer":439},"Do by-laws need to be signed?","By-laws are typically adopted by a board resolution or organizational meeting resolution that is signed and entered into the corporate minute book. The by-laws themselves are attached as a schedule to that resolution. In some jurisdictions and for some corporate structures, the shareholders' confirming resolution also requires signatures. The signed resolution adopting the by-laws, together with the by-laws themselves, constitutes the enforceable governance document.\n",{"question":441,"answer":442},"Do I need a lawyer to draft corporate by-laws?","For a straightforward small private corporation with a simple share structure, a high-quality template reviewed against the applicable corporate statute is generally sufficient for initial adoption. Engage a corporate lawyer when the corporation has multiple classes of shares, external investors with negotiated rights, cross-border governance considerations, or when the by-laws need to align precisely with a shareholders agreement. A one to two hour lawyer review typically costs $400–$800 and is worthwhile before any financing transaction or ownership dispute arises.\n",[444,448,452,456,460,464],{"industry":445,"icon_asset_id":446,"specifics":447},"Technology / SaaS","industry-saas","Investor board seat provisions, information rights for preferred shareholders, and written-consent procedures that accommodate distributed founding teams operating across multiple time zones.",{"industry":449,"icon_asset_id":450,"specifics":451},"Professional Services","industry-professional-services","Partner-level officer designations, conflict-of-interest rules covering client engagements, and signing authority thresholds that align with engagement letter values.",{"industry":453,"icon_asset_id":454,"specifics":455},"Financial Services","industry-fintech","Regulatory compliance obligations incorporated by reference, fit-and-proper director requirements, and enhanced indemnification provisions required by D&O insurers.",{"industry":457,"icon_asset_id":458,"specifics":459},"Healthcare","industry-healthtech","Credentialing and licensing prerequisites for director eligibility, HIPAA-related confidentiality obligations referenced in officer duties, and conflict-of-interest rules covering referral relationships.",{"industry":461,"icon_asset_id":462,"specifics":463},"Manufacturing","industry-manufacturing","Capital expenditure thresholds for officer signing authority, dual-signature banking controls for high-value purchase orders, and environmental compliance incorporated into officer duties.",{"industry":465,"icon_asset_id":466,"specifics":467},"Retail / E-commerce","industry-retail","Written resolution procedures for fast-moving operational decisions, simplified annual meeting requirements for closely held ownership structures, and banking authority calibrated to inventory financing cycles.",[469,472,475,478],{"vs":92,"vs_template_id":470,"summary":471},"shareholders-agreement-D12692","By-laws are internal corporate rules that apply to all shareholders and govern meeting procedures, officer authority, and board composition. A shareholders agreement is a private contract among specific shareholders granting additional rights — transfer restrictions, pre-emptive rights, drag-along provisions — that bind only the parties who sign it. Most corporations need both: by-laws for governance, a shareholders agreement for investor and co-founder protections.",{"vs":109,"vs_template_id":473,"summary":474},"operating-agreement-llc-D12701","An LLC operating agreement serves the same governance function for a limited liability company that by-laws serve for a corporation — it defines management authority, profit distributions, member rights, and dissolution procedures. The key structural difference is that LLCs have members and managers rather than shareholders and directors. Corporations require by-laws; LLCs require an operating agreement.",{"vs":275,"vs_template_id":476,"summary":477},"D{ARTICLES_OF_INCORPORATION_ID}","Articles of incorporation are the foundational government-filed document that creates the corporation — they define its name, share classes, and any restrictions on business activity. By-laws are the internal operational rules that follow from incorporation. The articles take legal precedence, but by-laws govern the day-to-day mechanics the articles leave unaddressed. Both documents are required; neither can substitute for the other.",{"vs":123,"vs_template_id":479,"summary":480},"board-resolution-D9406","A board resolution is a specific decision made by the directors on a single matter — approving a contract, appointing an officer, or authorizing a bank account. By-laws are the standing governance framework that authorizes the board to pass such resolutions in the first place. Resolutions must be consistent with the by-laws to be valid; if no by-laws exist, the board has no defined authority to act.",{"use_template":482,"template_plus_review":486,"custom_drafted":490},{"best_for":483,"cost":484,"time":485},"Straightforward small private corporations with a simple share structure and a single class of common shares","Free","30–60 minutes",{"best_for":487,"cost":488,"time":489},"Corporations adding a second share class, taking on a co-founder, or preparing for a first external financing","$400–$800 for a corporate lawyer review","2–5 days",{"best_for":491,"cost":492,"time":493},"Multi-class share structures, corporations with institutional investors, cross-border governance, or regulated industries","$1,500–$4,000+","1–3 weeks",[495,500,505,510],{"code":496,"name":497,"flag_asset_id":498,"note":499},"us","United States","flag-us","Corporate by-laws are governed by the law of the state of incorporation — most US corporations use Delaware law, which gives broad flexibility to customize governance in by-laws. The DGCL requires initial by-laws to be adopted by the incorporators or board. Several states, including California and New York, impose mandatory provisions — such as cumulative voting rights and inspection rights — that by-laws cannot eliminate. Single-member LLCs in most states do not use by-laws; they use an operating agreement.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"ca","Canada","flag-ca","Under the Canada Business Corporations Act (CBCA) and most provincial equivalents, corporations must adopt by-laws at their first organizational meeting and submit them to shareholders for ratification. The CBCA imposes minimum notice periods, director residency requirements, and mandatory indemnification floors that by-laws cannot undercut. Quebec corporations under the Business Corporations Act (Loi sur les sociétés par actions) follow similar rules, and by-laws must be available in French for provincially regulated Quebec entities.",{"code":506,"name":507,"flag_asset_id":508,"note":509},"uk","United Kingdom","flag-uk","UK companies are governed by articles of association rather than by-laws — the functional equivalent. The Companies Act 2006 provides model articles that apply by default unless the company adopts bespoke articles. Private limited companies (Ltd) and public limited companies (PLC) have different model article sets. Any provision that conflicts with the Companies Act 2006 is void. Shareholders holding 75% or more of voting shares can amend articles by special resolution.",{"code":511,"name":512,"flag_asset_id":513,"note":514},"eu","European Union","flag-eu","EU member states each have their own corporate statutes governing governance documents — Germany uses a Satzung (articles), France uses statuts, and the Netherlands uses statuten. The EU Shareholder Rights Directive II requires listed companies to provide accessible governance documents. GDPR applies to data-handling provisions in any governance document that references employee or shareholder records. Cross-border EU corporations using the Societas Europaea (SE) structure are governed by the SE Regulation and supplemented by member state law.",[252,249,259,256,516,517,518,519,520,521,522,523],"employment-agreement_at-will-employee-D541","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","job-offer-letter-long-D12769","employment-agreement-executive-D543","certificate-of-corporate-resolution-D3","conflict-of-interest-policy-for-board-members-D13933","indemnification-agreement-D13016",{"emit_how_to":206,"emit_defined_term":206},{"primary_folder":102,"secondary_folder":526,"document_type":527,"industry":528,"business_stage":529,"tags":530,"confidence":536},"incorporation-and-bylaws","agreement","general","all-stages",[531,532,533,534,535],"incorporation","legal","governance","bylaws","corporate-governance",0.95,"\u003Ch2>What is a By Law Business and Affairs?\u003C/h2>\n\u003Cp>A \u003Cstrong>By Law Business and Affairs\u003C/strong> document is the binding internal governance rulebook of a corporation — the foundational legal text that defines how the company is managed, how its directors and officers are appointed and removed, how meetings of the board and shareholders are called and conducted, and how formal decisions are made, recorded, and challenged. Unlike the articles of incorporation, which are filed publicly with the government to create the corporation, by-laws are an internal document adopted by the board and ratified by shareholders to govern the day-to-day mechanics of corporate life. This free Word template covers every standard provision — from registered office and quorum rules to signing authority, indemnification, and conflict-of-interest procedures — in a format that is ready for adoption at your organizational meeting.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a corporation without formally adopted by-laws creates immediate and compounding problems. Banks will refuse to open a corporate account without a certified by-law extract; lenders and investors require governance documents as a standard condition of any financing transaction. More practically, without by-laws there is no agreed framework for resolving disputes about who has authority to sign a contract, how a director can be removed, or what constitutes a valid board decision — questions that are straightforward when governed by clear written rules and deeply disruptive when they are not. Every day a corporation operates without by-laws, it accumulates governance gaps that surface at the worst possible moment: a co-founder dispute, an acquisition due diligence process, or a regulatory audit. This template gives you a professionally structured, jurisdiction-aware starting point that closes those gaps in under an hour for a standard small private corporation.\u003C/p>\n",1781186035125]