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Bylaws Template

Documenting corporate bylaws is essential to ensuring a company runs smoothly. It not only outlines how your business should operate, but also the internal management teams’ rights and responsibilities. A good bylaws template should also feature very specific instructions regarding voting rights and the structure of board meetings.

All told, this is quite an elaborate document. So, instead of starting from scratch, you can use Signeasy’s bylaws template to simplify the process. This template document can act as a first draft of your company bylaws, and can be easily edited wherever necessary. 

How to sign a bylaws template

  1. Download Signeasy’s bylaws template.
  2. Discuss the agreement’s clauses at the first directors' organizational meeting.
  3. Make edits to the corporate bylaws template based on the input you’ve collected.
  4. Upload the document to Signeasy.
  5. Have the company secretary sign the document with just a few clicks.

Sections of a bylaws template

Also known as “company bylaws” or “business bylaws,” this document is usually created and approved when a business is founded. Read on to better understand the provisions in this contract and what they mean for your company.

  1. Overview

The clauses in this section identify the business in question as well as the state in which it was incorporated. 

Next, it gives the board of directors the right to choose the location for the principal place of business and branch offices. This allows your business to change your head office’s location without updating the bylaws document every time.

Finally, it also mandates the office of the corporation to maintain a list of shareholders who may vote at shareholder meetings.

  1. Meetings

Every company runs annual meetings for shareholders and board members to discuss important company issues. This section sets the rules for such meetings. Here is a breakdown of each clause:

  1. Assigns the principal office of the corporation as the location for annual meetings. It also gives the board of directors the right to choose any other location. In a post-COVID world, it will likely become more commonplace for some shareholders to attend these meetings remotely, so you may want to include a provision that allows remote attendance in this section.
  2. Declares that certain decisions can only be made during annual meetings, such as the election of directors. You could also mention how often these meetings must take place, in case they happen more or less frequently than once per year, and what should happen if the meeting does not occur according to the defined timeline.
  3. Specifies how shareholders (typically members who own 10%+ of the company’s shares) can call for a special shareholder meeting when an important decision must be made. 
  4. Mandates that all communication concerning shareholder meetings must be shared in the form of an email, fax, or snail mail.
  5. Talks about a ‘quorum,’ which is the minimum number of people who must be present at every shareholder meeting in order for a decision to be made and upheld. Most companies also require a majority of shareholders and board members to be at the meetings.
  6. Mentions how shareholders can cast a vote. Usually, there are two options: voice or ballot.
  7. Outlines the terms under which a decision made at a shareholder meeting that was not organized with an official call or notice is considered valid.
  8. Defines the terms for the majority shareholders to make a decision without a formal meeting.
  9. Detail how a shareholder who is unable to attend a meeting can cast a proxy vote on issues being discussed.

3. Directors 

In this section, you will define the directors’ rights and duties. You can also duplicate this section for the other board members if necessary. 

Some of the salient points mentioned in this section include: 

  1. What powers can be exercised by the directors?
  2. How many directors can the company onboard?

Note: Always check your state’s laws regarding the number of directors that need to be installed based on the number of shareholders.

  1. How to elect directors to their post and the length of their tenure
  2. How to remove directors from their post
  3. Where directors’ meetings should be held
  4. How to hold an annual directors’ meeting right after the shareholder meeting
  5. How to hold a special meeting
  6. What constitutes a quorum when approval for a business decision is required?
  7. How to obtain consent from directors to make business decisions without a formal meeting

4. Officers

Every officer at a company has a different role to play. For instance, the Secretary takes care of non-financial record-keeping and administrative tasks, while the Treasurer is tasked with overseeing the company’s finances. 

Common officer roles include:

  1. Chairperson
  2. President
  3. Vice President
  4. Treasurer
  5. Secretary

More such roles can be created at the board of directors’ discretion. 

Similar to the ‘Director’ section of this bylaws template, you can include the grounds for removal, appointment, resignation, and advertising of vacancies in this section as well.

5. Indemnification

If ever your shareholders or employees are caught in a legal skirmish, this clause will protect their interests regarding any actions taken on behalf of the company. The indemnification clause protects the accused from harm in the event that legal action is brought against them. It also indicates that the corporation is responsible for the legal fees to fight these lawsuits.

6. General corporate matters

Who will approve contracts, cheques, drafts, notes, and other legal/financial instruments? The answer to that question lies in this clause. Typically, the board of directors, President, Chairperson, Treasurer, and Secretary are allowed to authorize such documents. 

This section should also outline how stock certificates are distributed.

7. Amendments

If the company wishes to make changes to the bylaws or adopt new ones, this amendment clause outlines the minimum requirements to do so.

8. Certification

Once the bylaws template is signed by the company secretary, the corporation will agree to follow all the provisions outlined in the document. 

Use an eSignature solution like Signeasy to quickly request and obtain the company secretary’s signature remotely, and send a signed online copy of the corporate bylaws to all relevant stakeholders.

Why use Signeasy to approve corporate bylaws?

You will need to have your bylaws document signed by the company Secretary and shared with all of the shareholders. A powerful eSignature solution like Signeasy makes it possible to execute both of these tasks remotely, without the need for physical documents to change hands.

Here are some of the features that make Signeasy a top SaaS solution for new companies:

  1. Sign anywhere, anytime: Allows you to sign and share documents from any device, and do so remotely. You don't have to be at the office or a board meeting to approve business documents.
  2. Provides an audit trail: For auditing and legal purposes, Signeasy tracks essential information including signer email address, device IP, and timestamp. 
  3. Passcode and fingerprint-based authentication: All of your documents are shared and stored via SSL encryption. Files are securely stored on cloud and can be accessed by authorized personnel using a unique passcode or fingerprint authentication.
  4. Legally binding: All documents completed using Signeasy are compliant with the ESIGN Act, eIDAS, and other global legislation that equates eSignatures to handwritten ones.
  5. Looks just like a wet signature: Signeasy offers many eSignature fonts and even lets you draw online signatures just like you would on paper.

Sign your corporate bylaws template for free by signing up here.

Bylaws template FAQs

How do you write bylaws?

  1. Choose a bylaws template.
  2. Add the company name and purpose.
  3. Review the clauses that outline everything from membership rules to decision-making and annual meetings.
  4. Update the document with input from a corporate lawyer.
  5. Present the bylaws draft at the first directors' organizational meeting.
  6. Make edits to the bylaws template as needed.
  7. Get the company secretary to sign the document.

How do you write non-profit bylaws?

  1. Enter the non-profit’s official name.
  2. Include the principal address of the non-profit.
  3. Enter the purpose of the non-profit.
  4. Make note of the membership rules.
  5. Include details about shareholder meetings.
  6. List the board of directors.
  7. List the company officers.
  8. List the corporate staff.
  9. Add rules for amending to the bylaws or dissolving of the non-profit.

What are draft bylaws?

To create bylaws for your corporation, you can use a ready-made template and hire a lawyer to personalize it to your business's unique needs. The bylaws document is therefore called draft bylaws, and is then presented to the corporation's directors at their first board meeting.

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