Syndicate Legal Advisory Services prepares custom bylaws for a corporation of any type — a business corporation, close corporation, professional corporation, benefit or social purpose corporation, or nonprofit public benefit, mutual benefit, or religious corporation — in any U.S. state, whether as the original bylaws adopted at organization, as amendments to bylaws already in force, or as amended and restated bylaws that replace an outdated or accumulated set with a single current document. Bylaws are the corporation’s internal rulebook: they govern how shareholders and directors meet and vote, how officers are chosen and what they may do, how stock is issued and transferred, and how the corporation protects its directors and officers — and because they are not filed with the state, they are the document most often left as a generic form that no longer matches how the corporation actually operates. Working from the client’s answers to a structured intake and from the corporation’s charter and existing records, we draft bylaws written for the corporation’s specific ownership, board, and management structure and consistent with its charter, its shareholders’ or investor agreements, the governing statute, and any listing, licensing, or tax-exemption requirements that apply, together with the approvals that adopt them and the records that reflect them. State filing fees, where an amendment also requires a charter filing, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Governance planning and intake — a structured intake and written summary confirming the corporation’s type and state, the provisions of its charter that the bylaws must conform to or may supplement, the shareholders’ agreement, investor-rights agreement, or voting agreement whose terms the bylaws must accommodate, the number and classes of shareholders or members, the board’s size, composition, and election method, the officer structure and the allocation of authority among officers, the committees the corporation uses or is required to have, the governance requirements imposed by a stock exchange, a licensing board, a lender or investor, or the Internal Revenue Code for an exempt organization, and the practical problems — meeting mechanics, deadlock, officer authority, indemnification gaps — the client wants the bylaws to solve.
Review of existing documents — review of the charter and all amendments, the current bylaws and their amendment history, the shareholders’ and investor agreements, prior minutes and consents, and the statute, with a written summary of inconsistencies between the bylaws and the charter or the agreements (the charter controls where they conflict), provisions that are unenforceable or obsolete under the current statute, and the provisions the client’s objectives require.
Custom bylaws — drafting of the bylaws in full, addressing: the offices and records; shareholders (or members) — the annual and special meetings, who may call them, notice and waiver, the record date, quorum, voting and the vote required for each matter, proxies, action by written consent, remote and electronic meetings, the conduct of meetings, the inspectors of election, and, where applicable, the advance-notice provisions for shareholder nominations and proposals; the board of directors — its number and the method for changing it, qualifications, election and terms (including a staggered board or cumulative voting where the charter permits), vacancies and newly created directorships, resignation and removal, regular and special meetings, notice and waiver, quorum and voting, action by written consent, participation by remote communication, committees and the limits on delegation, compensation, and the standards of conduct and reliance the statute provides; the officers — the required and optional offices, election or appointment, terms, resignation and removal, vacancies, and the specific authority and duties of each office, including the signing authority and the limits that require board approval; stock (or membership) — certificated or uncertificated shares and the legends, the stock ledger and the transfer agent, transfers and the restrictions the charter or agreements impose, lost certificates, fractional shares, and dividends; indemnification and advancement of expenses for directors, officers, employees, and agents to the extent the statute and the charter permit, the procedures for determining entitlement, insurance, and the non-exclusivity and survival provisions; conflict-of-interest and interested-director transaction procedures; the fiscal year, the corporate seal, checks and contracts, and loans; emergency bylaws; the exclusive-forum provision where wanted and permitted; and the amendment procedure — by the board, by the shareholders, or both, with any provisions the shareholders alone may amend. For a close corporation, professional corporation, benefit corporation, cooperative, or nonprofit, the bylaws add the provisions those forms require — shareholder-management, licensure and transfer restrictions, the directors’ balancing duty and benefit reporting, patronage, or membership classes and member rights — as set out in the firm’s formation descriptions for those entities.
Adoption and approvals — for original bylaws, the incorporator’s action or the organizational consent of the board adopting them; for amendments or a restatement, the board resolution adopting or recommending them and, where the statute, the charter, or the existing bylaws require it, the notice and the shareholder approval by the vote required, with the officer’s certificate of adoption; and, where a bylaw change requires a corresponding charter amendment, the coordination with the firm’s certificate-of-amendment service.
Conforming documents — the conforming amendments to the shareholders’ or investor agreements where the bylaws change a provision those agreements address, the updated officer and committee rosters and the committee charters that the bylaws establish, the updated stock certificate form or legend where transfer provisions change, and the notifications to the corporation’s transfer agent, lenders, insurers, and listing exchange or licensing board where the bylaws affect them.
Post-adoption records and compliance — the record book entry of the adopted bylaws superseding the prior set, the retirement of the prior bylaws to an archive section, the compliance calendar entries the bylaws create (the annual meeting date and notice period, the board and committee meeting schedule, the advance-notice deadlines, and the indemnification determination procedure), and a one-page summary of the governance mechanics the directors and officers should follow under the new bylaws.
Deliverable: a complete, indexed bylaws file (electronic and hard copy) containing the written summary of the review, the executed bylaws or amended and restated bylaws, the adopting resolutions and consents and the officer’s certificate, the conforming documents, the updated rosters and committee charters, and the compliance calendar, with a signature-ready version of each document for execution by the incorporator, directors, officers, or shareholders as required.