The establishment and maintenance of well-documented corporate bylaws are fundamental to the efficient operation of any business. Not only does it lay out how your company should run, but it also explains the rights and obligations of the various internal management teams. A good model for the bylaws should also include guidelines that are very precise on voting rights and the format of board meetings.
This is rather a complicated piece of paper, all things considered. For this reason, rather than beginning the procedure from scratch, you can utilise the bylaws template that is provided by Signeasy to simplify it. This sample document can serve as the basis for the first draught of your company’s bylaws, and it can be changed very easily to accommodate any specific changes that may be required.
How to sign a bylaws template
Download the bylaws template provided by Signeasy.
During the initial meeting to organise the board of directors, talk about the clauses in the agreement.
Make adjustments to the sample company bylaws document in light of the feedback that you have gathered.
Send the file to Signeasy so it may be signed.
Request that the paper be signed digitally by the company secretary using just a few clicks.
Sections of a bylaws template
This document, which may also be referred to as “company bylaws” or “business bylaws,” is often drafted and authorised at the time an organisation is first established. Continue reading to gain a deeper comprehension of the terms of this contract and to learn what their implications are for your business.
This section contains provisions that identify the company in issue as well as the state in which it was incorporated as a legal entity.
The next thing that it does is give the board of directors the authority to decide where the primary place of business and any branch offices would be situated. Your company will now be able to relocate its headquarters without having to continually revise the governing document every time there is a change.
Last but not least, it stipulates that the office of the corporation must keep a record of the shareholders who are eligible to cast votes at shareholder meetings.
Meetings The shareholders and board members of each corporation are required to attend annual meetings when major corporate issues are discussed. The guidelines for conducting such gatherings are outlined in this section. The following is an explanation of each clause:
The primary office of the corporation is designated as the venue for all annual meetings of the corporation. Additionally, it grants the board of directors the authority to select any other place they see fit. Because it is anticipated that in the world that will exist after COVID, it will become increasingly customary for some shareholders to attend these meetings remotely, you may want to include a provision in this section that allows for remote attendance.
declares that certain decisions, such as the election of directors, can only be made during the annual meetings that are held by the company. You might also indicate how frequently these meetings need to take place, in the event that they take place more or less frequently than once per year, and what ought to take place in the event that the meeting does not take place in accordance with the timeline that has been established.
Describes the process through which shareholders (usually members who own more than 10 percent of the company’s shares) can request an extraordinary meeting of shareholders in the event that a crucial choice needs to be taken.
imposes the requirement that all communications about shareholder meetings must be distributed via email, fax, or regular mail.
Discusses a ‘quorum,’ which is the minimal number of individuals who must be present at each shareholder meeting in order for a decision to be reached and upheld in order for the meeting to be considered valid. Additionally, the majority of shareholders and board members are required to be present at the meetings for the majority of corporations.
Include information on how shareholders can exercise their voting rights. In most cases, there are two choices: voting by voice or voting by ballot.
lays out the requirements that must be met before a decision reached at a shareholder meeting that was not convened in accordance with an official call or notice can be regarded as legitimate.
outlines the parameters under which the majority shareholders can reach a decision without calling a special meeting of the shareholders.
Provide the shareholders who are unable to attend a meeting with the information they need to vote through proxy on any matters that are being considered.
3. Directors You are going to outline the rights and responsibilities of the directors in this section. In the event that it is required, you can also replicate this section for the people who are on the board.
The following are a few of the key themes that are discussed in this section:
What kinds of authority do the directors have available to them?
What is the maximum number of directors that the firm can accept?
Note: Always verify the rules of your state to ensure that the appropriate number of directors have been placed in accordance with the total number of shareholders.
How directors are elected to their positions, as well as the amount of time they serve in those roles
How to oust directors from their positions in the company
Where the board of directors ought to hold its meetings
How to hold the annual meeting of directors immediately following the annual meeting of shareholders
The procedure for holding an extraordinary gathering
When it comes to making important decisions for a company, what percentage of people must be present to create a quorum?
How to get the approval of directors to make important decisions for the company without holding a formal meeting
4. Police Officers
Every officer in a firm is responsible for a unique set of responsibilities. For instance, the Secretary is responsible for record-keeping and administrative responsibilities that do not pertain to the company’s money, but the Treasurer is entrusted with monitoring the company’s financial situation.mong the roles that are common among officers are:
Chairperson Vice President Treasurer Secretary Chairperson Vice President
The board of directors has the authority to establish additional jobs like these at their discretion.
You have the option of include the grounds for removal, appointment, resignation, and advertising of vacancies in this area as well, which is analogous to the ‘Director’ portion of the bylaws template that you are using.
5. Compensation for damages
This clause will protect the shareholders’ and employees’ interests about any acts made on behalf of the company in the event that they are involved in a legal dispute at any point in time. In the event that legal action is taken against the accused, the indemnity clause shields them from any potential damage that may result. Additionally, it suggests that the corporation is liable for paying the costs of defending itself against these legal actions.
6. General corporate matters
Who will be responsible for giving final approval to legal and financial documents such as checks, draughts, notes, and contracts? This clause contains the response to the aforementioned inquiry. In most cases, only certain members of the board of directors, including the President, Chairperson, Treasurer, and Secretary, are authorised to sign such documents.
In this part, an explanation of how stock certificates are issued should also be included.
This amendment provision explains the minimum conditions for the company to be able to make modifications to the bylaws or adopt new ones if the company decides it wants to do either of those things.
The corporation will indicate that it is willing to adhere to all of the restrictions stated in the document once the template for the bylaws has been approved by the company secretary.
By utilising a solution for electronic signatures such as Signeasy, you can rapidly seek and acquire the signature of the company secretary from a remote location. You can then transmit a copy of the corporate bylaws that has been digitally signed to all of the essential stakeholders.
Why use Signeasy to approve corporate bylaws?
You will need to get the company Secretary’s signature on the paper containing your bylaws and then distribute it to all of the business’s shareholders. With the help of a robust electronic signature solution such as Signeasy, it is now possible to carry out both of these processes remotely, eliminating the need for the exchange of physical documents in the process.
Signeasy is a leading SaaS solution for new businesses, and the following are some of the qualities that make it so:
Sign up for anything, at any time: It enables you to remotely sign and share documents from any device, as well as sign and share documents remotely. The approval of business documents does not require your physical presence at either the office or a board meeting.
Provides an audit trail: Signeasy keeps a record of crucial information such as the signer’s email address, the device IP, and the timestamp for the sake of auditing and legal compliance.
Authentication is performed using a passcode as well as fingerprints, and all of your papers are shared and saved using SSL encryption. A one-of-a-kind passcode or fingerprint authentication may be used by authorised personnel in order to gain access to files that are saved in the cloud and kept in a safe location.
Legally binding: all documents completed using Signeasy are consistent with the ESIGN Act, eIDAS, and other global legislation that treats electronic signatures on par with handwritten signatures. This means that all completed documents carry the same weight in the eyes of the law.
Signeasy provides a wide variety of eSignature fonts and even enables you to draw online signatures just like you would on paper. The result is a digital signature that is virtually indistinguishable from a wet signature.