[{"data":1,"prerenderedAt":526},["ShallowReactive",2],{"document-general-by-laws-D1008":3},{"document":4,"label":24,"preview":11,"thumb":25,"thumb600":26,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":27,"breadcrumb":31,"related":37,"customDescModule":184,"customdescription":6,"mdFm":185,"mdProseHtml":525},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":23},"General By-Laws Your business slogan here. Prepared By: [YOUR NAME] [YOUR JOB TITLE] Phone 555.555.5555 Email info@yourbusiness.com www.yourbusiness.com GENERAL BY-LAWS OF [YOUR COMPANY NAME] TABLE OF CONTENTS Pages 1. SEAL AND OFFICES 5 1.1. Corporate Seal 5 1.2. Registered Office 5 1.3. Other Offices 5 2. MEMBERSHIP 5 2.1. Definition of Person 5 2.2. Membership 5 2.3. Condition of Membership 6 2.4. Application for Membership 6 2.5. Membership Dues 6 2.6. Registration of System Members 6 2.7. Withdrawal 6 2.8. Removal 7 2.9. Regional Associations 7 3. MEETINGS 7 3.1. Fiscal Year and Time of Annual Meeting 7 3.2. Annual Meeting 7 3.3. Auditors' Report 7 3.4. General and Special General Meetings 7 3.5. Regional Meetings 8 3.6. Vote Allocation to Each Voting Member 8 3.7. Majority of Votes to Determine Question 8 3.8. Notice of Meeting Quorum 8 3.9. Error or Omission 8 3.10. Rules 8 4. BOARD OF DIRECTORS 9 4.1. Range 9 4.1.1. Directors - System Members 9 4.1.2. Directors - Service Members 9 4.1.3. Director - Trade Members 9 4.1.4. Certain Ex-officio Directors 9 4.1.5. Directors - Regions 10 4.1.6. Regions 10 4.2. Directors - Qualification 10 4.3. Directors - Re-election 10 4.4. Chairman Ex-officio Director 11 4.5. Vacation of Office 11 4.6. Directors' Meetings 12 4.7. Remuneration 12 4.8. Resignation 12 4.9. Powers - General 12 4.10. Agents, Employees 12 4.11. Remuneration - Agents, Employees 13 4.12. Delegation 13 4.13. Borrowing 13 4.14. Delegation Borrowing 13 4.15. No Restriction - Borrowing 13 4.16. Committees 13 5. EXECUTIVE COMMITTEE 14 5.1. Executive Committee 14 5.2. Powers 14 5.3. Meetings 15 5.4. Quorum 15 6. OFFICERS 15 6.1. Officers 15 6.2. Chairman 15 6.3. President 15 6.4. Secretary 16 6.5. Treasurer 16 6.6. Immediate Past Chairman 16 6.7. Absence of Chairman 17 6.8. Directors to Occupy Offices 17 6.9. Removal 17 6.10. Remuneration 17 7. INDEMNITIES TO DIRECTORS, OFFICERS AND OTHERS 17 7.1. Indemnity 17 8. NOMINATING COMMITTEE 17 8.1. Nominating Committee 17 8.2. Duties 17 9. EXECUTION AND CERTIFICATION OF DOCUMENTS 18 9.1. Execution 18 10. RULES AND REGULATIONS 18 10.1. Rules 18 10.2. Construction 18 11. AMENDMENT OF BY-LAWS 18 11.1. Amendment 18 11.2. Previous By-Laws 18 GENERAL BY-LAWS OF [YOUR COMPANY NAME] These General By-Laws are made and effective [DATE]. SEAL AND OFFICES Corporate Seal The corporate seal shall have inscribed thereon the name of [YOUR COMPANY NAME], referred hereto as the \"Corporation\". Registered Office The head office of the Corporation shall be in the City of [NAME OF THE CITY] in State/Province of [STATE/PROVINCE] or elsewhere in COUNTRY/STATE/PROVINCE] as may be determined from time to time by by-law of the Corporation pursuant to the applicable provisions of the [COUNTRY] Corporations [ACT/LAW/RULE] (the \"Act\"). Other Offices The Corporation may establish such other offices and agencies elsewhere within [COUNTRY/STATE/PROVINCE] as the board of directors of the Corporation (the \"Board of Directors\" or the \"Board\") may designate. MEMBERSHIP Definition of Person For the purposes of this By-law \"person\" includes a corporation, a subsidiary or division thereof, a partnership, joint venture, an individual or other entity. Membership Membership in the Corporation shall be limited to persons directly or indirectly engaged in, or supplying goods, equipment and services to the [INDUSTRY/MARKET] and shall consist of the following classes Voting members (the \"Voting Members\"): system members (the \"System Members\"), being persons engaged in the operation of the business; and service members (the \"Service Members\"), being persons engaged in the operation of services offered. Voting Members shall be entitled to receive notice of, to attend and to vote at all meetings of members as provided in this By-law. Non-voting members (the \"Non-Voting Members\"): trade members (the \"Trade Members\"), being persons engaged in the supply of goods, equipment, non-licensed services and other licensed distribution services to System Members; and associate members (the \"Associate Members\"), being persons who qualify for membership in the Corporation as described in Article [NUMBER] above, but are ineligible for membership as a System, Service or Trade Member. Subject to the provisions of Article [NUMBER], Non-Voting Members may receive notice of and attend all meetings of members provided that, they shall not be entitled to vote thereat. Condition of Membership A condition of membership in either of the [PERCENTAGE %] classes shall be that such membership shall not in the determination of the Board, either at the time of application or at any other time, prejudice the best interests of the Corporation or of a majority of its members. Application for Membership Application for membership shall be made in writing addressed to the Secretary in such form as the Board of Directors may from time to time prescribe. Election to membership shall be by majority vote of the directors (the \"Directors\" or \"Director\") present at any meeting of the Board. All applicants approved for membership shall abide by the Letters Patent, Supplementary Letters Patent and by [YOUR COUNTRY LAW] of the Corporation. Membership Dues Membership dues for each class or sub-class of members shall be that sum as is fixed by the Board of Directors from time to time. Registration of System Members Each and every System Member of the Corporation operating [NUMBER] or more systems, or having a sole or controlling interest in [NUMBER] or more persons operating such systems shall, as a condition of membership in the Corporation, register each and every one of such persons as System Members. For the purposes of this By-law, a System Member is deemed to control or have controlling interest in a person operating a [SYSTEM] where the System Member beneficially owns more than [PERCENTAGE %] percent: of the share capital (having full voting rights under all circumstances) of such person, if a corporation; or of any other ownership interest (having full voting rights under all circumstances) of such person, if not a corporation. Withdrawal Any members may withdraw from the Corporation by delivering a written resignation to the Secretary. Such member shall pay all membership dues due at the date of his, her or its resignation. Removal Any member may be required to resign by resolution of the Board of Directors. Prior to the adoption of such resolution the member affected shall have the right to appear before the Board of Directors and to be heard. Regional Associations The System Members of the Corporation may from time to time form an additional association of a regional or provincial nature. The Board of Directors, by resolution, may recognize such an association as an affiliate of the Corporation, provided that [PERCENTAGE %] percent of the subscribers served by those System Members constituting such association are also served by System Members of the Corporation and that the letters patent, supplementary letters patent, by-laws, rules, regulations or actions of such association, do not, at any time, prejudice the best interests of the Corporation or a majority of its members. The Board of Directors may, by resolution, revoke its recognition of any affiliate of the Corporation at any time, provided that such affiliate shall have the right to appear before the Board of Directors and to be heard. MEETINGS Fiscal Year and Time of Annual Meeting The fiscal year of the Corporation shall end on the last day of [MONTH] in each year and the annual meeting of the members (the \"Annual Meeting\") shall be held in [COUNTRY] within the [NUMBER] months following in such place and at such time and date as shall be designated by the Board of Directors. The Voting Members may resolve that a particular meeting of members be held outside [COUNTRY]. Annual Meeting At each Annual Meeting the Voting Members shall:",null,"General By-Laws","19",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/general-by-laws-D1008.png","https://templates.business-in-a-box.com/imgs/250px/1008.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1008.xml",{"title":15,"description":6},"general by-laws",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"Incorporation Agreements","/templates/incorporation-agreement/","general by laws","General By-Laws Template","https://templates.business-in-a-box.com/imgs/400px/1008.png","https://templates.business-in-a-box.com/imgs/600px/1008.png",[28,17,20],{"label":29,"url":30},"Templates","/templates/",[32,33,34],{"label":29,"url":30},{"label":18,"url":19},{"label":35,"url":36},"Incorporation & Bylaws","/templates/incorporation-and-bylaws/",[38,42,46,50,55,59,63,67,71,75,79,83,87,102,116,137,151,165],{"label":39,"url":40,"thumb":41,"extension":10},"Board Resolution Approving Amendment to General By-Laws","/template/board-resolution-approving-amendment-to-general-by-laws-D36","https://templates.business-in-a-box.com/imgs/250px/36.png",{"label":43,"url":44,"thumb":45,"extension":10},"General Safety Rules","/template/general-safety-rules-D716","https://templates.business-in-a-box.com/imgs/250px/716.png",{"label":47,"url":48,"thumb":49,"extension":10},"General Safety Policy","/template/general-safety-policy-D715","https://templates.business-in-a-box.com/imgs/250px/715.png",{"label":51,"url":52,"thumb":53,"extension":54},"General Ledger","/template/general-ledger-D12609","https://templates.business-in-a-box.com/imgs/250px/12609.png","xls",{"label":56,"url":57,"thumb":58,"extension":10},"Development Agreement General","/template/development-agreement-general-D789","https://templates.business-in-a-box.com/imgs/250px/789.png",{"label":60,"url":61,"thumb":62,"extension":10},"General Continuing Guaranty","/template/general-continuing-guaranty-D399","https://templates.business-in-a-box.com/imgs/250px/399.png",{"label":64,"url":65,"thumb":66,"extension":10},"General Power of Attorney","/template/general-power-of-attorney-D1037","https://templates.business-in-a-box.com/imgs/250px/1037.png",{"label":68,"url":69,"thumb":70,"extension":10},"General Market Survey","/template/general-market-survey-D1462","https://templates.business-in-a-box.com/imgs/250px/1462.png",{"label":72,"url":73,"thumb":74,"extension":10},"General Video Script","/template/general-video-script-D13894","https://templates.business-in-a-box.com/imgs/250px/13894.png",{"label":76,"url":77,"thumb":78,"extension":10},"General Manager Job Description","/template/general-manager-job-description-D13547","https://templates.business-in-a-box.com/imgs/250px/13547.png",{"label":80,"url":81,"thumb":82,"extension":10},"General Liability Waiver Form","/template/general-liability-waiver-form-D13981","https://templates.business-in-a-box.com/imgs/250px/13981.png",{"label":84,"url":85,"thumb":86,"extension":10},"General Non-Compete Agreement","/template/general-non-compete-agreement-D882","https://templates.business-in-a-box.com/imgs/250px/882.png",{"description":88,"descriptionCustom":6,"label":89,"pages":90,"size":9,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":101},"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","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":95,"description":6},"shareholders agreement",[97,99],{"label":18,"url":98},"business-legal-agreements",{"label":21,"url":100},"incorporation-agreement","/template/shareholders-agreement-D1016",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":106,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":111,"keywords":114,"url":115},"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},[112,113],{"label":18,"url":98},{"label":21,"url":100},"llc operating agreement","/template/llc-operating-agreement-D5209",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":135,"url":136},"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},[126,129,132],{"label":127,"url":128},"Business Plan Kit","business-plan-kit",{"label":130,"url":131},"Board of Directors","board-of-directors",{"label":133,"url":134},"Board Resolutions","business-resolutions","board resolution","/template/board-resolution-D78",{"description":138,"descriptionCustom":6,"label":139,"pages":140,"size":141,"extension":10,"preview":142,"thumb":143,"svgFrame":144,"seoMetadata":145,"parents":146,"keywords":149,"url":150},"ARTICLES OF INCORPORATION These Articles of Incorporation (the \"Agreement\") are made and effective [DATE], BY: [YOUR COMPANY NAME] (the \"Incorporator\"), 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: [REGISTERED AGENT NAME] (the \"Registered Agent\"), 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] ARTICLES OF INCORPORATION OF [CORPORATION NAME] The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby forms a corporation under the laws of the [State/Province] of [STATE/PROVINCE]. NAME The name of the corporation shall be: NATURE OF BUSINESS This corporation may engage in or transact any and all lawful activities or business permitted under the laws of [COUNTRY], the State of [STATE/PROVINCE], or any other state, county, territory or nation. CAPITAL STOCK The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is [NUMBER] shares of common stock having a par value of [VALUE] per share. ADDRESS The street address of the initial registered office of the corporation shall be: [ADDRESS] and the name of the initial Registered Agent for the corporation at that address is: [NAME] SPECIAL PROVISIONS The stock of this corporation is intended to qualify under the requirements of Section [NUMBER] of the [LAW OR CODE] and the regulations issued thereunder. Such actions as may be necessary shall be deemed to have been taken by the appropriate officers to accomplish this compliance. TERM OF EXISTENCE This corporation shall exist perpetually. LIMITATION OF LIABILITY Each director, stockholder and officer, in consideration for his services, shall, in the absence of fraud, be indemnified, whether then in office or not, for the reasonable cost and expenses incurred by him in connection with the defense of, or for advice concerning any claim asserted or proceeding brought against him by reason of his being or having been a director, stockholder or officer of the corporation or of any subsidiary of the corporation, whether or not wholly owned, to the maximum extent permitted by law","Articles of Incorporation","3",38,"https://templates.business-in-a-box.com/imgs/1000px/articles-of-incorporation-D998.png","https://templates.business-in-a-box.com/imgs/250px/998.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#998.xml",{"title":6,"description":6},[147,148],{"label":18,"url":98},{"label":21,"url":100},"articles incorporation","/template/articles-of-incorporation-D998",{"description":152,"descriptionCustom":6,"label":153,"pages":140,"size":9,"extension":10,"preview":154,"thumb":155,"svgFrame":156,"seoMetadata":157,"parents":159,"keywords":158,"url":164},"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","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":158,"description":6},"non disclosure agreement nda",[160,161],{"label":18,"url":98},{"label":162,"url":163},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":166,"descriptionCustom":6,"label":167,"pages":168,"size":169,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":174,"keywords":182,"url":183},"EMPLOYMENT AGREEMENT FOR AN EXECUTIVE This Employment Agreement for an Executive (the \"Agreement\") is made and effective this [Date], BETWEEN: [EXECUTIVE NAME] (the \"Executive\"), an individual with his main address at: AND: [COMPANY NAME] (the \"Company\"), an entity organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: Recitals In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Company hereby employs the Executive and the Executive hereby agrees to perform services as an Executive of the Company, upon the following terms and conditions: TERM The Company hereby employs Executive to serve as [position] and to serve in such additional or different position or positions as the Company may determine in its sole discretion. The term of employment shall be for a period of [NUMBER] years (\"Employment Period\") to commence on [DATE], unless earlier terminated as set forth herein. The effective date of this Agreement shall be the date first set forth above, and it shall continue in effect until the earlier of: The effective date of any subsequent employment agreement between the Company and the Executive; The effective date of any termination of employment as provided elsewhere herein; or [NUMBER] year(s) from the effective date hereof, provided, that this Employment Agreement shall automatically renew for successive periods of [NUMBER] years each unless either party gives written notice to other that it does not wish to automatically renew this Agreement, which written notice must be received by the other party no less than [NUMBER] days and no more than [NUMBER] days prior to the expiration of the applicable term. Duties and Responsibilities Executive will be reporting to [IDENTIFY]. Within the limitations established by the By-laws of the Company, the Executive shall have each and all of the duties and responsibilities of that position and such other or different duties on behalf of the Company, as may be assigned from time to time by [identify what person or body may assign additional responsibilities]. Location The initial principal location at which Executive shall perform services for the Company shall be [location]. Acceptance of Employment Executive accepts employment with the Company upon the terms set forth above and agrees to devote all Executive's time, energy and ability to the interests of the Company, and to perform Executive's duties in an efficient, trustworthy and business-like manner. Devotion of Time to Employment The Executive shall devote the Executive's best efforts and substantially all of the Executive's working time to performing the duties on behalf of the Company. The Executive shall provide services during the normal business hours of the Company as determined by the Company. Reasonable amounts of time may be allotted to personal or outside business, charitable and professional activities and shall not constitute a violation of this Agreement provided such activities do not materially interfere with the services required to be rendered hereunder. QUALIFICATIONS The Executive shall, as a condition of this Agreement, satisfy all of the qualification that are reasonably and in good faith established by the Board of Directors. Compensation Base Salary Executive shall be paid a base salary (\"Base Salary\") at the annual rate of [salary], payable in bi-weekly installments consistent with Company's payroll practices. The annual Base Salary shall be reviewed on or before [DATE] of each year, unless Executive's employment hereunder shall have been terminated earlier pursuant to this Agreement, starting on [agreed upon date] by the Board of Directors of the Company to determine if such Base Salary should be increased for the following year in recognition of services to the Company. In consideration of the services under this Agreement, Executive shall be paid the aggregate of basic compensation, bonus and benefits as hereinafter set forth. Payment Payment of all compensation to Executive hereunder shall be made in accordance with the relevant Company policies in effect from time to time, including normal payroll practices. Bonus From time to time, the Company may pay to Executive a bonus out of net revenues of the Company. Payment of any bonus compensation shall be at the sole discretion of the Board of Directors or the Executive committee of the Board of Directors and the Executive shall have no entitlement to such amount absent a decision by the Company as aforesaid to make such bonus compensation. Executive shall also be entitled to a bonus determined as follows: [DESCRIBE] Benefits The Company shall provide Executive with such benefits as are provided to other senior management Of the Company. Benefits shall include at a minimum (i) paid vacation of [NUMBER] days per year, at such times as approved by the Board of Directors, (ii) health insurance coverage under the same terms as offered to other Executives of the Company, (iii) retirement and profit sharing programs as offered to other Executives of the Company, (iv) paid holidays as per the Company's policies, and (v) such other benefits and perquisites as are approved by the Board of Directors. The Company has the right to modify conditions of participation, terminate any benefit, or change insurance plans and other providers of such benefits in its sole discretion. The Executive shall be reimbursed for out of pocket expenses that are pre-approved by the Company, subject to the Company's policies and procedures therefore, and only for such items that are a necessary and integral part of the Executive's job functions. NonDeductible Compensation In the event a deduction shall be disallowed by the Internal Revenue Service or a court of competent jurisdiction for federal income tax purposes for all or any part of the payment made to Executive by the Company or any other shareholder or Executive of the Company, shall be required by the Internal Revenue Service to pay a deficiency on account of such disallowance, then Executive shall repay to the Company or such other individual required to make such payment, an amount equal to the tax imposed on the disallowed portion of such payment, plus any and all interest and penalties paid with respect thereto. The Company or other party required to make payment shall not be required to defend any proposed disallowance or other action by the Internal Revenue Service or any other state, federal, or local taxing authorities. Withholding All sums payable to Executive under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. Other Employment Benefits Business Expenses Upon submission of itemized expense statements in the manner specified by the Company, Executive shall be entitled to reimbursement for reasonable travel and other reasonable business expenses duly incurred by Executive in the performance of his duties under this Agreement. Benefit Plans Executive shall be entitled to participate in the Company's medical and dental plans, life and disability insurance plans and retirement plans pursuant to their terms and conditions. Executive shall be entitled to participate in any other benefit plan offered by the Company to its Executives during the term of this Agreement (other than stock option or stock incentive plans, which are governed by Section 3(d) below). Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any Executive benefit plan or program from time to time. Vacation Executive shall be entitled to [agreed upon number of time] weeks of vacation each year of full employment, exclusive of legal holidays, as long as the scheduling of Executive's vacation does not interfere with the Company's normal business operations.","Employment Agreement Executive","12",97,"https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_executive-D543.png","https://templates.business-in-a-box.com/imgs/250px/543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#543.xml",{"title":6,"description":6},[175,178,181],{"label":176,"url":177},"Human Resources","human-resources",{"label":179,"url":180},"Hire an Employee","hire-employee",{"label":18,"url":98},"employment agreement executive","/template/employment-agreement-executive-D543",false,{"seo":186,"reviewer":198,"legal_disclaimer":202,"quick_facts":203,"at_a_glance":205,"personas":209,"variants":234,"glossary":260,"clauses":292,"how_to_fill":343,"common_mistakes":384,"faqs":409,"industries":437,"comparisons":454,"diy_vs_lawyer":468,"jurisdictions":481,"related_template_ids_curated":502,"schema":513,"classification":514},{"meta_title":187,"meta_description":188,"primary_keyword":189,"secondary_keywords":190},"General By Laws Template (Free Word)","Free general by laws template for corporations and organizations. Covers board structure, voting, officers, meetings, and amendments. Used in 190+ countries. Free Word and PDF download.","general by laws template",[191,192,193,194,195,196,197],"corporate bylaws template","company bylaws template word","bylaws template free download","corporate bylaws template free","small business bylaws template","bylaws document template","organization bylaws template",{"name":199,"credential":200,"reviewed_date":201},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":204,"legal_review_recommended":202,"signature_required":202,"notarization_required":184},"advanced",{"what_it_is":206,"when_you_need_it":207,"whats_inside":208},"General By Laws are the foundational governance document of a corporation or formal organization, setting out the internal rules by which the entity is managed and controlled. This free Word download gives you a complete, customizable bylaws template covering board composition, officer roles, meeting procedures, voting rights, and amendment processes — export as PDF to file with your state, province, or registrar.\n","Bylaws are typically required at or immediately after incorporation. You also need them when forming a nonprofit, establishing a cooperative, or when a bank, investor, or regulator requests a certified copy of your governance documents.\n","Board of directors structure, officer titles and duties, shareholder and member meeting rules, quorum and voting requirements, conflict-of-interest procedures, indemnification provisions, and an amendment clause — all organized into a single governing instrument.\n",[210,214,218,222,226,230],{"title":211,"use_case":212,"icon_asset_id":213},"Startup founders","Establishing governance rules at incorporation to satisfy investor due diligence","persona-startup-founder",{"title":215,"use_case":216,"icon_asset_id":217},"Small business owners","Formalizing board and officer structure after converting to a corporation","persona-small-business-owner",{"title":219,"use_case":220,"icon_asset_id":221},"Nonprofit executives","Creating bylaws required for 501(c)(3) tax-exempt status applications","persona-nonprofit-exec",{"title":223,"use_case":224,"icon_asset_id":225},"Corporate attorneys","Drafting or updating bylaws for newly formed or restructuring clients","persona-corporate-attorney",{"title":227,"use_case":228,"icon_asset_id":229},"HR managers and company secretaries","Maintaining compliant bylaws records and preparing certified copies for regulators","persona-hr-manager",{"title":231,"use_case":232,"icon_asset_id":233},"Cooperative and association organizers","Structuring member voting rights and governance for a newly formed cooperative","persona-operations-director",[235,239,243,246,249,252,256],{"situation":236,"recommended_template":237,"slug":238},"Forming a for-profit corporation with shareholders","Corporate Bylaws","general-by-laws-D1008",{"situation":240,"recommended_template":241,"slug":242},"Establishing a nonprofit seeking 501(c)(3) status","Nonprofit Bylaws","bylaws-not-for-profit-corporation-D1004",{"situation":244,"recommended_template":104,"slug":245},"Governing an LLC with multiple members","llc-operating-agreement-D5209",{"situation":247,"recommended_template":248,"slug":242},"Forming a cooperative or member-owned organization","Cooperative Bylaws",{"situation":250,"recommended_template":251,"slug":242},"Structuring a homeowners or condo association","HOA Bylaws",{"situation":253,"recommended_template":254,"slug":255},"Setting up a professional or trade association","Association Bylaws","articles-of-association-D996",{"situation":257,"recommended_template":258,"slug":259},"Creating supplemental rules for board committee operations","Board Committee Charter","board-resolution-establishing-performance-committee-D58",[261,264,267,269,271,274,277,280,283,286,289],{"term":262,"definition":263},"Bylaws","The internal governance document of a corporation or organization that defines how it is managed, how decisions are made, and how the entity operates day to day.",{"term":265,"definition":266},"Quorum","The minimum number of directors, officers, or members who must be present at a meeting for decisions made at that meeting to be legally valid.",{"term":130,"definition":268},"The elected or appointed governing body responsible for overseeing the management of a corporation and making major strategic decisions.",{"term":139,"definition":270},"The public-facing founding document filed with a government authority to legally create a corporation — distinct from bylaws, which are the internal rules.",{"term":272,"definition":273},"Fiduciary Duty","The legal obligation of directors and officers to act in the best interests of the corporation and its shareholders or members, above their own personal interests.",{"term":275,"definition":276},"Indemnification","A bylaw provision that commits the corporation to covering legal costs and damages incurred by directors and officers acting in good faith on behalf of the organization.",{"term":278,"definition":279},"Proxy","A written authorization allowing one shareholder or member to vote on behalf of another at a meeting they cannot attend.",{"term":281,"definition":282},"Written Consent","A procedure allowing directors or shareholders to approve a resolution without holding a formal meeting, provided all required parties sign a written consent document.",{"term":284,"definition":285},"Record Date","The specific date used to determine which shareholders are entitled to notice of and to vote at an upcoming meeting.",{"term":287,"definition":288},"Amendment Clause","The bylaw provision that defines the process — notice period, vote threshold, and authority — required to change any part of the bylaws.",{"term":290,"definition":291},"Conflict of Interest","A situation in which a director or officer has a personal financial or other interest in a transaction that could compromise their duty to act in the corporation's best interest.",[293,298,303,308,313,318,323,328,333,338],{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Name, principal office, and registered agent","Identifies the corporation's legal name, its primary place of business, and the registered agent designated to receive legal notices on its behalf.","The principal office of [CORPORATION NAME] (the 'Corporation') shall be located at [ADDRESS], [CITY], [STATE]. The Corporation's registered agent in the State of [STATE] shall be [REGISTERED AGENT NAME].","Using a trade name instead of the exact legal name as it appears in the articles of incorporation — any mismatch creates ambiguity in official filings and can complicate litigation.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Board of directors — composition and term","States the number of directors, how they are elected or appointed, the length of each term, and the conditions under which a seat becomes vacant.","The Board of Directors shall consist of not fewer than [MINIMUM] nor more than [MAXIMUM] directors. Each director shall serve a term of [X] year(s) and may be re-elected for up to [X] consecutive terms.","Setting a fixed number of directors rather than a minimum-maximum range — a fixed number requires a bylaws amendment every time the board needs to expand or contract.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Meetings of the board — notice and quorum","Defines how often the board meets, how much advance notice is required, and how many directors must be present for a vote to be valid.","Regular meetings of the Board shall be held [FREQUENCY] at such time and place as the Board may determine. Special meetings require at least [X] days' written notice. A quorum shall consist of a majority of the total number of directors then in office.","Setting quorum at a bare majority of the authorized maximum rather than the current filled seats — if seats are vacant, an unreachable quorum can paralyze governance.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Shareholder meetings — annual and special","Establishes when annual meetings must be held, who can call a special meeting, the notice period for shareholders, and the record date for determining voting eligibility.","An annual meeting of shareholders shall be held on [DATE / 'the [X] business day of [MONTH]'] each year. Special meetings may be called by the Board or by shareholders holding at least [X]% of outstanding shares. Notice shall be given not fewer than [X] nor more than [X] days before the meeting.","Setting no mechanism for shareholders to call a special meeting — in many jurisdictions this right is non-waivable by statute, so omitting it creates a conflict between the bylaws and applicable law.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Voting rights and procedures","Specifies who may vote, the default voting threshold for routine decisions, the supermajority requirements for fundamental changes, and the rules for cumulative or proxy voting.","Each share of common stock shall entitle the holder to one vote on each matter submitted to a vote of shareholders. Approval of routine resolutions requires a majority of votes cast. Approval of a merger, dissolution, or sale of substantially all assets requires a vote of at least [X]% of outstanding shares.","Applying a majority-of-outstanding-shares threshold to routine resolutions — when a large portion of shares are held by passive investors, this threshold is routinely impossible to meet, stalling ordinary business.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Officers — titles, duties, and appointment","Lists the required officer positions (typically President/CEO, Secretary, and Treasurer), describes their core duties, and states who appoints and removes them.","The officers of the Corporation shall include a President, a Secretary, and a Treasurer, each appointed by the Board of Directors at its annual organizational meeting. Officers shall serve at the pleasure of the Board and may be removed with or without cause at any meeting of the Board.","Defining officer duties in granular operational detail inside the bylaws — operational specifics belong in job descriptions or a board resolution, not governing documents that are difficult to amend.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Conflict of interest","Requires directors and officers to disclose any personal interest in a transaction the corporation is considering, and establishes the process for handling conflicted votes.","Any director or officer with a direct or indirect financial interest in a proposed transaction shall (a) disclose the interest to the Board before any vote, (b) answer questions, and (c) leave the meeting room prior to the vote. The transaction may proceed only if the disinterested directors determine it is fair and in the Corporation's best interest.","Omitting a conflict-of-interest clause entirely — without one, interested transactions are harder to defend in litigation and may expose the corporation to breach-of-fiduciary-duty claims.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Indemnification of directors and officers","Commits the corporation to defending and compensating directors and officers against personal liability for actions taken in good faith on behalf of the organization.","The Corporation shall indemnify each director and officer against all expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any proceeding arising from their service to the Corporation, to the fullest extent permitted by applicable law.","Limiting indemnification to out-of-pocket costs and omitting advancement of legal fees — directors faced with personal liability often need defense funding before a case is resolved, not after.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Fiscal year and financial records","States the corporation's fiscal year start and end dates and describes the records the company must maintain and the shareholders' right to inspect them.","The fiscal year of the Corporation shall begin on [DATE] and end on [DATE] each year. The Corporation shall maintain accurate books of account and other financial records. Shareholders of record may inspect the books and records during normal business hours upon [X] days' written notice.","Omitting the fiscal year clause entirely and relying on the calendar year as a default — if the corporation later changes its fiscal year, the absence of a bylaw provision creates uncertainty about the amendment process.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Amendment procedure","Sets out how the bylaws can be changed — who may propose an amendment, what notice is required, and what vote threshold must be met.","These Bylaws may be amended by the Board of Directors at any regular or special meeting, provided that written notice stating the proposed amendment has been delivered to each director at least [X] days before the meeting. Amendments affecting shareholder rights require approval by [X]% of outstanding voting shares.","Granting the board sole unlimited power to amend any bylaw provision, including those protecting shareholder rights — most jurisdictions require shareholder approval for amendments that affect voting, meeting, or fundamental rights.",[344,349,354,359,364,369,374,379],{"step":345,"title":346,"description":347,"tip":348},1,"Enter the corporation's legal name and principal office","Use the exact legal name from your articles of incorporation — not a trade name or DBA. Enter the full registered address and the name of the registered agent in the state or province of incorporation.","Cross-reference the name against your state or provincial corporate registry filing before signing to catch any discrepancy.",{"step":350,"title":351,"description":352,"tip":353},2,"Set board size, terms, and election mechanics","Define a minimum and maximum board size, the term length for each director seat, and whether directors are elected by shareholders annually or classified into staggered terms.","A classified board (e.g., three classes, each serving 3-year terms) makes hostile takeovers harder but slows board renewal — choose based on your ownership structure.",{"step":355,"title":356,"description":357,"tip":358},3,"Define meeting frequency, notice periods, and quorum","Set the schedule for regular board meetings, the minimum advance notice for special meetings, and the quorum threshold. Specify whether meetings may be held by telephone or video conference.","Add explicit language permitting electronic participation — courts have questioned quorum in jurisdictions where bylaws predate virtual meetings and are silent on the issue.",{"step":360,"title":361,"description":362,"tip":363},4,"Draft the shareholder meeting and voting rights section","State the annual meeting date formula, the notice window for shareholders, the record date mechanism, and the vote threshold for routine versus fundamental resolutions.","Use a majority-of-votes-cast standard (not majority of outstanding shares) for routine matters — it avoids quorum-like deadlocks when many shareholders are passive.",{"step":365,"title":366,"description":367,"tip":368},5,"List officer titles and assign core duties","Name each required officer position, describe their primary responsibilities at a high level, and state who appoints and removes them. Keep descriptions brief — detail belongs in a separate board resolution or job description.","Include a clause permitting one person to hold two officer roles (e.g., President and Secretary) to preserve flexibility for small or early-stage corporations.",{"step":370,"title":371,"description":372,"tip":373},6,"Complete the conflict-of-interest and indemnification provisions","Fill in the disclosure and recusal procedure for interested transactions. In the indemnification clause, confirm the standard matches the maximum permitted under your jurisdiction's corporations statute.","Check whether your jurisdiction requires advance advancement of legal expenses to be explicitly authorized in the bylaws — some do, and omitting it limits your ability to pay a director's defense costs before judgment.",{"step":375,"title":376,"description":377,"tip":378},7,"Set the fiscal year and records-inspection rights","Enter the start and end dates of the fiscal year and the notice period shareholders must provide to request an inspection of financial records.","If your corporation uses a non-calendar fiscal year, confirm the same year-end is reflected consistently in your tax filings, articles, and bank account agreements.",{"step":380,"title":381,"description":382,"tip":383},8,"Execute and file in the corporate minute book","Have the incorporators or initial board members sign the bylaws at the organizational meeting. Record the adoption in the meeting minutes and file the signed bylaws in the corporate minute book.","Some banks and investors require a certified copy of the bylaws — designate the Secretary as the authorized certifying officer in the bylaws themselves to streamline future requests.",[385,389,393,397,401,405],{"mistake":386,"why_it_matters":387,"fix":388},"Copying a bylaws template without adjusting for jurisdiction","Corporate statutes in California, Delaware, Ontario, and the UK differ significantly on minimum notice periods, director liability, and shareholder rights — a one-size template can conflict with mandatory statutory provisions.","Review the applicable corporations statute for your jurisdiction and ensure every bylaw provision meets or exceeds the statutory minimum; provisions that fall below statutory minimums are void.",{"mistake":390,"why_it_matters":391,"fix":392},"Setting quorum at a majority of the authorized maximum seats","If the board has three vacant seats out of seven authorized positions, a quorum of four (majority of seven) may be impossible to reach with only four directors serving — paralyzing governance.","Define quorum as a majority of directors then in office rather than a majority of the authorized maximum, so quorum adjusts dynamically as vacancies occur.",{"mistake":394,"why_it_matters":395,"fix":396},"Granting the board unlimited power to amend all bylaw provisions","In most jurisdictions, amendments that alter shareholder voting rights, meeting notice periods, or fundamental transaction thresholds require shareholder approval — bylaws that omit this trigger statutory non-compliance.","Include a tiered amendment clause: board-only for operational provisions, shareholder supermajority for provisions affecting shareholder rights.",{"mistake":398,"why_it_matters":399,"fix":400},"Omitting a conflict-of-interest procedure","Without a documented disclosure-and-recusal process, interested-party transactions are difficult to defend in shareholder litigation and may constitute a breach of fiduciary duty.","Add a conflict-of-interest clause requiring written disclosure, removal from the vote, and a disinterested-director approval finding before any interested transaction is ratified.",{"mistake":402,"why_it_matters":403,"fix":404},"Using the bylaws to specify detailed officer job responsibilities","Operational role details change frequently; embedding them in bylaws means every update requires a formal amendment vote — an administrative burden that often goes undone, leaving outdated provisions in force.","Keep officer duty descriptions at a high level in the bylaws and delegate operational detail to board resolutions or written job descriptions that the board can update without a bylaws amendment.",{"mistake":406,"why_it_matters":407,"fix":408},"Failing to adopt bylaws at the organizational meeting","Without formally adopted bylaws on record, the corporation has no documented governance rules — banks may refuse to open accounts, investors may delay closing, and regulators may flag the gap during audits.","Schedule the organizational meeting on or immediately after the date of incorporation, adopt the bylaws by board or incorporator resolution, and record the adoption in the meeting minutes.",[410,413,416,419,422,425,428,431,434],{"question":411,"answer":412},"What are corporate bylaws?","Corporate bylaws are the internal governance rules of a corporation — they define how the board of directors is structured, how meetings are conducted, how officers are appointed, and how major decisions are made and documented. They are distinct from the articles of incorporation, which are the public-facing founding document filed with the government. Bylaws are typically confidential internal documents, though banks, investors, and certain regulators regularly request certified copies.\n",{"question":414,"answer":415},"Are bylaws legally required?","In most US states, Canadian provinces, and UK company law, corporations are required to adopt bylaws or equivalent governance documents shortly after incorporation. Some jurisdictions (Delaware, for example) do not mandate specific bylaw content but require that one exist. Without bylaws, the corporation falls back on default statutory rules, which may not reflect the founders' intentions on voting thresholds, quorum, or director terms.\n",{"question":417,"answer":418},"What is the difference between bylaws and articles of incorporation?","Articles of incorporation (or a certificate of incorporation) are filed with the state or provincial government to legally create the corporation — they are a public document. Bylaws are the internal operating rules adopted by the incorporators or initial board and are not typically filed publicly. Articles define the corporation's basic structure and authorized shares; bylaws define how the organization actually runs day to day.\n",{"question":420,"answer":421},"Who adopts and can amend corporate bylaws?","Bylaws are typically adopted by the incorporators at the organizational meeting or, in some jurisdictions, by the initial board of directors. After adoption, the power to amend usually rests with the board for operational provisions and with shareholders for provisions affecting their rights — such as voting thresholds, meeting notice periods, and fundamental transaction approvals. The bylaws themselves should specify the amendment procedure clearly.\n",{"question":423,"answer":424},"Do bylaws need to be filed with the government?","In most US states and Canadian provinces, bylaws do not need to be filed publicly — they are kept in the corporate minute book. However, some states (such as New York for certain nonprofit corporations) require filing. In the UK, certain constitutional documents for companies limited by guarantee must accompany the incorporation application. Banks, investors, and regulated industries routinely require certified copies even when public filing is not required.\n",{"question":426,"answer":427},"What quorum and voting thresholds should bylaws set?","For routine board decisions, a quorum of a majority of directors then in office and approval by a majority of those present is standard. For shareholder meetings, a quorum of shares representing 25–50% of outstanding voting shares is typical, with routine resolutions passing by majority of votes cast. Fundamental transactions — mergers, asset sales, dissolution, and certain amendments — typically require a supermajority of 66.7% or more of outstanding voting shares.\n",{"question":429,"answer":430},"How often should bylaws be reviewed or updated?","A comprehensive review is advisable whenever the corporation undergoes a significant change: a new funding round, a change in ownership structure, expansion into a new jurisdiction, or the appointment of independent directors. At minimum, bylaws should be reviewed every three to five years against the current corporate statute in your jurisdiction, since statutory defaults evolve and provisions that were compliant at adoption may become outdated.\n",{"question":432,"answer":433},"Can one person be both President and Secretary under the bylaws?","In most jurisdictions, yes — a single individual may hold multiple officer positions, including President and Secretary, unless the bylaws explicitly prohibit it. This is common in early-stage or single-owner corporations. The bylaws should include a clause expressly permitting one person to hold two or more offices to avoid ambiguity, since some jurisdictions require affirmative authorization for dual-officer roles.\n",{"question":435,"answer":436},"Do I need a lawyer to draft corporate bylaws?","For a straightforward single-jurisdiction corporation with a standard ownership structure, a high-quality template is typically sufficient for adoption at incorporation. Legal review becomes important when the corporation has multiple share classes, when it operates in a heavily regulated industry, when non-US or non-Canadian shareholders are involved, or when the bylaws need to coordinate with a shareholder agreement or voting trust. A one-hour review with a corporate attorney typically costs $200–$500 and is worthwhile for any corporation with outside investors.\n",[438,442,446,450],{"industry":439,"icon_asset_id":440,"specifics":441},"Technology / SaaS","industry-saas","Bylaws for VC-backed startups frequently include investor protective provisions, drag-along and tag-along rights references, and board observer seat procedures — coordinated with the shareholder agreement.",{"industry":443,"icon_asset_id":444,"specifics":445},"Healthcare","industry-healthtech","Medical professional corporations require bylaws that comply with state or provincial restrictions on share ownership by non-licensed individuals and credentialing committee structures.",{"industry":447,"icon_asset_id":448,"specifics":449},"Nonprofit / Charitable Organizations","industry-nonprofit","IRS 501(c)(3) applications require bylaws that include a conflict-of-interest policy, a dissolution clause directing assets to another tax-exempt organization, and explicit prohibition of private benefit.",{"industry":451,"icon_asset_id":452,"specifics":453},"Financial Services","industry-fintech","Regulated financial entities often require bylaws to address regulatory compliance committee charters, fit-and-proper director standards, and specific record-retention obligations mandated by FINRA or equivalent regulators.",[455,458,462,465],{"vs":104,"vs_template_id":456,"summary":457},"limited-liability-company-operating-agreement-D1039","An LLC operating agreement governs a limited liability company — it defines member contributions, profit allocations, voting rights, and management structure for an entity type that has no shareholders or board of directors. Corporate bylaws serve the same governance function for a corporation. The two documents are not interchangeable; the entity type determines which document applies.",{"vs":459,"vs_template_id":460,"summary":461},"Shareholder Agreement","shareholders-agreement-D1083","A shareholder agreement is a contract among shareholders (and often the corporation) covering share transfer restrictions, rights of first refusal, drag-along and tag-along rights, and deadlock resolution. Bylaws are the corporation's internal governance rulebook adopted by the board. Both documents coexist and should be drafted consistently — conflicts between them are resolved differently by jurisdiction, often in favor of the shareholder agreement.",{"vs":139,"vs_template_id":463,"summary":464},"D{ARTICLES_OF_INCORPORATION_ID}","Articles of incorporation are the public-filing document that legally creates the corporation — they state the corporate name, authorized shares, and registered agent. Bylaws are the private internal rules for running the corporation after it is formed. Articles are harder to amend (requiring a shareholder vote and state filing); bylaws can typically be amended by the board alone for most provisions.",{"vs":118,"vs_template_id":466,"summary":467},"board-resolution-D13224","A board resolution is a formal record of a specific decision made by the board of directors at a given meeting — approving a contract, authorizing a bank account, or ratifying an officer appointment. Bylaws establish the standing rules under which the board operates. Resolutions are made within the framework the bylaws create; they cannot override bylaw provisions without a formal amendment.",{"use_template":469,"template_plus_review":473,"custom_drafted":477},{"best_for":470,"cost":471,"time":472},"Single-jurisdiction corporations with a simple equity structure and no outside investors","Free","30–60 minutes",{"best_for":474,"cost":475,"time":476},"Corporations with multiple share classes, outside investors, or operations in a regulated industry","$200–$600","2–5 business days",{"best_for":478,"cost":479,"time":480},"VC-backed startups, multi-jurisdiction corporations, nonprofits seeking tax-exempt status, or entities with complex governance requirements","$1,000–$4,000+","1–3 weeks",[482,487,492,497],{"code":483,"name":484,"flag_asset_id":485,"note":486},"us","United States","flag-us","Bylaws requirements vary by state. Delaware permits extremely flexible bylaws and is the most common incorporation jurisdiction for VC-backed companies. California imposes mandatory shareholder rights that bylaws cannot waive, including minimum notice periods and cumulative voting for certain corporations. Federal securities law also affects bylaw provisions for publicly traded companies. Non-compete clauses in bylaws for officers are subject to state-by-state enforceability rules.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"ca","Canada","flag-ca","Under the Canada Business Corporations Act (CBCA) and most provincial equivalents, bylaws must be adopted by the directors and then confirmed by shareholders at the first annual meeting. Quebec civil law introduces distinct concepts around corporate governance that differ from common-law provinces. Federal CBCA corporations must file a notice of change when bylaws are amended. French-language bylaws are required for provincially incorporated entities in Quebec.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"uk","United Kingdom","flag-uk","UK companies are governed by a constitution consisting of the memorandum and articles of association rather than 'bylaws' in the North American sense. Articles of association must be filed at Companies House on incorporation and whenever amended. The Companies Act 2006 sets default model articles that apply if no custom articles are filed. Private limited companies (Ltd) and public limited companies (PLC) have different model article templates with different governance defaults.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"eu","European Union","flag-eu","EU member states each have their own corporate governance statutes — German GmbH articles (Gesellschaftsvertrag), French SAS statuts, and Dutch BV articles each follow distinct national rules. The EU's freedom-of-establishment case law permits some cross-border flexibility, but governance documents must comply with the law of the member state of incorporation. GDPR imposes additional obligations on how corporate records and member data are maintained and disclosed.",[503,245,504,505,506,507,508,509,509,510,511,512],"shareholders-agreement-D1016","board-resolution-D78","articles-of-incorporation-D998","non-disclosure-agreement-nda-D12692","employment-agreement-executive-D543","conflict-of-interest-policy-for-board-members-D13933","minutes-for-a-formal-meeting-D13","certificate-of-corporate-resolution-D3","indemnification-agreement-D13016","stock-purchase-agreement-D349",{"emit_how_to":202,"emit_defined_term":202},{"primary_folder":98,"secondary_folder":515,"document_type":516,"industry":517,"business_stage":518,"tags":519,"confidence":524},"incorporation-and-bylaws","agreement","general","startup",[520,521,518,522,523],"incorporation","governance","bylaws","corporate-structure",0.95,"\u003Ch2>What is a General By Laws document?\u003C/h2>\n\u003Cp>\u003Cstrong>General By Laws\u003C/strong> are the foundational governance instrument of a corporation or formal organization — a binding legal document that establishes the internal rules by which the entity is managed, decisions are made, and the rights and responsibilities of directors, officers, and shareholders are defined. Unlike the articles of incorporation, which are filed publicly to create the legal entity, bylaws are the corporation's private operating constitution: they govern board composition and elections, meeting procedures, quorum and voting thresholds, officer roles, conflict-of-interest procedures, indemnification, and the process for amending the document itself. Bylaws must be consistent with both the articles of incorporation and the corporate statute of the governing jurisdiction — any provision that conflicts with mandatory statutory minimums is void and unenforceable.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a corporation without adopted bylaws exposes the organization to governance failures that are both legally and operationally costly. Without bylaws, there is no documented procedure for calling a board meeting, no quorum standard to determine whether decisions are validly made, and no process for resolving a director conflict of interest — gaps that invite disputes among founders, trigger lender or investor objections at closing, and create liability exposure for individual directors. Banks routinely require a certified copy of bylaws to open a business account or authorize a credit facility. Investors conducting due diligence will flag missing or inadequate bylaws as a material risk. Regulators in healthcare, financial services, and nonprofit sectors often mandate specific governance provisions as a condition of licensure or tax-exempt status. This template gives you a complete, jurisdictionally adaptable starting point — ready to customize, adopt at your organizational meeting, and file in your corporate minute book in under an hour.\u003C/p>\n",1781185909153]