Electronic Signature Corporate Bylaws Made Easy

E signature corporate bylaws

hello everyone thanks for joining us today this is Michael Cooper with Harvard Business Services and we're going to get started with our webinar for you in just a moment a couple quick announcements as we usually do here at top first of all the whatever we do these webinars really it has people who want the slides to look at afterwards so we will be distributing those believe an email that you receive tomorrow in addition we are recording a session so you'll be able to view the actual video the recorded session as well so if there's anything you missed in our narration you're welcome to go back to check it out it will that verb as long as you need it and secondly we have a time set aside at the end we shouldn't need too long today for the presentation so there will be time for questions and answers if you have any questions along the way about bylaws or anything related to the content recovering just use the chat feature right in the webinar panel on your screen and you can type in your questions mike is going to be presenting will I usually answer them along the way as we're going and anything he doesn't get to will address at the end so you don't have to wait until the end to send us your questions and that being said I think we can we can get started with the presentation here today's webinar is what you need to know about corporate bylaws and sorry our experience just loading a little slowly right now so a little bit about us for Harvard Business Services we were founded in 1981 in Wilmington Delaware by Rick Bell who's pictured on the left in that photo there the company is family owned and operated and in fact Michael Bell who's going to be presenting to you in just a moment was named the president of the company this past January we're now located in a Lewes Delaware which is right on the Atlantic coast we have formed over 175,000 companies it actually just passed 180,000 recently and have over 75,000 current clients worldwide we are Delaware registered agent and formation specialist our company is very customer focused with offer free lifetime support low prices and we have a very friendly staff who's happy to answer your questions any time that you happen please note that we are not attorneys and we're not accountants so anything that we cover here today should not be taken as legal or accounting advice and this being adopted that requires of your company it's important just to keep that in mind and lastly we have no affiliation at all with Harvard University just so there's no confusion there so with that being said I think we can jump in and Mike will be able to talk to you a little bit about corporate vitalizing corporations hello everyone thanks again for joining our webinar we hope that you have found our webinars to be very informative for you and have provided a lot of information that for questions that may pop up at from time to time so today's webinar is going to be about corporation Bibles and what they mean for the company and why you know every company should have a set of bylaws on file at all times last week we spoke about LLC's and operating agreements so this week we're going to dive into the corporation's there are several different types of corporations that are available to be forked file most popular type of corporation that is filed is going to general corporation this is a basic for-profit corporation structure where the show holders can buy and sell shares stop show ownership in the company General Corporation is usually used for companies that want to transact business globally want to purchase other companies and are looking to go public or looking to bring in investors in their company along with the shareholders you then have the directors and officers that are chosen to manage the company on the day to day operations closed corporation is not as popular as a general corporation on the close corporation is typically used for family this is like mom top stores the shareholders directors and officers are typically the same people and they just desired a ring to remain small and Technik group and are restricted in no more than 30 shareholders another popular type of company is a nonprofit corporation also known as an exempt corporation so income left after the payment of day-to-day operations must be utilized further the mission of the nonprofit organization is not transferred to any shareholder II nonprofit status must be approved by the IRS by filing the proper form for the property 501 C status a new and up-and-coming type of corporations are public benefit corporation the public benefit corporation is for-profit entity similar to the general corporation but declares of the members cause that will benefit this enables the corporation gives money to its cause without violating its duty to maximize the shareholder value so those are the types of corporations we do file all these types of corporations we're happy to help answer any other questions you have regarding them to help clarify the difference between them and help you walk walk you through the process of exactly what type of entity best fits your business structure so as I'm ashamed saying before in a corporation there's three tiers of power there are the shareholders they're the owners of the company the directors run the company and are responsible for the company's overall management and then the officers carry out the board of directors decision and handle day-to-day management of the covers one individual can be the shareholder director and officer of the company at the same time this is very common in new startups because generally it's just one person who's starting the business and it's just them you know they may not be looking to bring in other shareholder real owners or investors or things of that nature so that is one thing that people may not know is that one person can hold all company positions and be the sole owner of the comment all right so moving on to the next slide now we're going to dive more into the corporate bylaws and what they entail what information they help when you know certain situations pop up so I think the bylaws is the Constitution for the business they are essential part of the company to help manage the company on a day to day operation they are created internally and amended internally as needed by the shareholders and/or directors of the corporation that corporate bylaws are extremely important the ongoing operation of corporation because the precise provisions of the corporate book by Walter berry Delaware law seeks to provide a level flexibility in the operations in the internal organization of the corporation with certain parameters one thing that most people don't know is that the by walls are not required to be disclosed to the state of Delaware North to your Dell or registration however Delaware law does require that you have corporation bylaws on file at all times and the reason for that is that a dispute happens or if a lawsuit is presented against the company the by walls help to show who's who in the company and who owns what in the company and how the company is run on a daily basis so it's very important to have the corporate bylaws we do provide templates for you to use and to you know to make sure that those pertain to your business so um what is included in the bylaw a lot of people may not write up bylaws because they don't know what's included in it that's why we do provide a template so it's a basic format for you to go off of to draw off your bylaws but you know the Bibles are yours so you can determine what is in the bylaws and what it's not in the bylaws some people may write up their own bylaws some people may use the assistance of an attorney some people may use a template like we provide but some names that are included in that and are defined is the voting procedures stockholder information including their voting rights as well as procedures for selecting disciplining and removing stockholders or directors information including election procedures qualifications length of term in size of the board officer information including their selection procedures make the term and responsibilities of each type of officer meeting guidelines corporations are required to have annual meetings and minutes so the time and place of the regular meetings requirements for notifying stockholders of the meeting proxy requirements and how many stockholders are needed for form it also will include how funds will be handled specifically who will be authorized to sign corporate tract checks contracts will be authorized and how loans may be contracted definition of conflicts of interest for officers and directors statement that the board may declare dividend and that the corporation may take that if applicable and then there's also rules on how the levels may be amended in the future as bylaws there you know bylaws may need be amended many different kinds that you add shareholders and directors and officers and things of that nature so you can amend the bylaws and it's not required to be disclosed to the state of Delaware nor to Harvard Business Services or your donor registry so some more information on bylaws and share borders the bylaws are often contain a number of provisions governing shareholder voting and activities including the means by which shareholder meetings are called any specific notice of record date requirements for voting the percentage of shareholders require to approve it the alienated action if greater than a majority the means by which a shareholder may provide a proxy to vote its shares and the means by which share orders may vote by written consent rather than through bylaws on the board of directors and corporation bylaws may often provide four terms governing the creation structure and operation of its board of directors again the board directors run the company the number of board of directors can be amended at any time you can have as many board of directors as you would like Committees of the Corporations board of directors and the functions of those committees the qualifications required to join the corporation board of directors the processes by which meetings of the board directors your board committees all the procedures governing the board of director meetings requirements voting percentages required for action in the means by which means may be held such as in person via telephone and or through web-based services the circumstances under which voting proxies maybe get into third parties in order to vote on directors we have and the requirements for directors to act by written consent without Nene so those are the corporation by laws that may provide or terms governing the creation and structure of the operation of its board of directors for governing the officers that will operate the day-to-day activities of corporation these provisions may also provide a board description of the officers respective responsibilities and the means by which thoughts replace your officer positions can be created the BIOS will determine the will actually we will detail the terms of condition that are which ops utopia and then the five for actions the role with the corporation amendments of the bylaws corporation bylaws may be amended by the motor directors by the shareholders or by both amendments to the biologic common especially for younger corporations still refining their processes and direction amended amendments to bylaws are not filed with state of Delaware nor with your registered agent so you know even though they're not filed with the state of Delaware or with your registered agent it's important to have them on record at all times even if you are just the sole owner so a lot of the questions that we these are some of the questions that we received often and one of the questions we receive our bylaws legally binding a court will often reference some bylaws running through the dispute or conflict this can help protect the company in the event that an individual person is found to be in violation of the bylaws this is why even though the document is not filed stated is very important create and maintain this document because if there is a dispute or conflict with another owner the bylaws define the ownership of the company who is wetting the company and how the company is run on a daily basis so we're going to give you some example language now for what you may include in the bylaws again these are not exactly work for wound up what you should put in your firewall this is just an example so an example for language for an annual meeting and meeting of the shareholders shall be held annually for the election of directors and the transaction of other business on such staying here as may be determined by the board of directors but in no event later than 100 date after the anniversary of the date of incorporation of the corporation the annual meeting is required is a required event for no more corporations and the bylaws can see this specific date for the week or just provide guidelines as in the example above so that's example language for holding annual meetings in the company example language for voting unless otherwise provided in the statistical corporation ever shared order of record shall be entitled at every meeting of the shareholders - one vote for every share schemes in its name on the record of the showers no shareholder shall sell men's vote or issue a proxy to vote to any person for any sum of money or anything of value except as permitted by law the bylaws can also stipulate terms for specific sharing rules about proxy votes and other related matters the bylaws 10 stated specific date for the meeting or just provide guidelines as evening as the need equal Lodge in Campbell language for the size of the board again as we said earlier this board can be any size that you want it to be the example language for your bylaws be the number of Directors constituting the entire Board of Directors shall be number number show me the number not less than one no more than ten picks from ten times time by a majority of total number of Directors which the corporation would have prior to any increase or decrease if there were no vacancies provided however the known increase shall shorten the term of an income the director it's all eyes fixed by the directors the number of Directors has to be the entire board shall be for using very specific phrasing out to avoid conflict you should infusion later on the voice of generally the inside directors agree upon example language for officer elections the Board of Directors as unit as may be practical activity new election of directors shall let the president secretary and a treasurer and from time to time a elector with such other officers as it may determine same person male one or any two or more offices the direct board directors may also elect one or more vice president's assistant secretaries and sister treasures so you can elect as many officers as you like and you can give them different titles they're not there's nothing that says that you need to name them a secretary or treasurer they can be called you know any name that you see fit within the company so there's no limit to the name that you provide to that person so here is an example of the corporate bylaws template where you can download it from again it is free for you to download from our website and you can customize it to your business needs you can also you know use it as a guide to write up your own by walls so you know please feel free to contact us if you want this template where you can just download it from right here from our website and if you have any questions it is best to speak to an attorney for any questions regarding that as we that's not our realm of expertise in drawing up corporate bylaws and not something that we assist our clients with but the main purpose of this webinar is to let you know how important they are to have on file at all times within the company so that does it for my part of the presentation I'll turn it back over to Mike here is how you can get in contact with us I will provide free lifetime customer support we are always happy to walk you through the process and it will pain sir any questions have by phone email live chat or Skype we also have what app available now as a way to contact us and so let me turn it back over to Mike now and I will get to your questions if you have any questions okay thank you thank you so again that was some you know strictly for informational purposes we do have the free template available to you which I just provided a link in the chat that you can click and download it from there as well and you can feel free to use that and customize it as you like as my extended would be recommended that you have an attorney or somebody look over it to make sure it's compliant and exactly what you need and yes this is our contact information here so please feel free to get in touch with us at any time and if you would like to get some more information from us on a regular basis you can subscribe to our blog right on our website if you just go to our home page at the HBS blog tab up at the top click Subscribe once you're on there you get a weekly email with content and news we will not spam you we will not send you more than one email per week and we never there not excuse me share or sell your information to partners or anything like that it just stays with us you can find that information in our privacy policy so I do want to move on to some questions if you have them I have just one lined up so far so if you do have questions in the audience and you'd like to have my against them please type them in and send to us now in that way we can make sure we get everything answered and Mike I'm gonna start with just a question are employees subject to corporate bylaws or is that just for shareholders and directors the corporate bylaws are strictly just for the owners which are the shareholders the directors which run the company and the officers that handle the day-to-day matters so a regular employee that is that is not an officer is typically not subject to the corporate bylaws alright I don't see any other questions in right now so this is sort of a simple topic although it is confusing at times for people so if there's no other questions then we can just wrap it up there I'll give you the rest of your power back and like I said you'll be receiving an email tomorrow that has a link to be reporting as well as the PDF of the slides so you can download those and refuse them as needed and of course please feel free to reach out to us at any kind of you have questions to follow up on this or on any other topic related to the Delaware campus so thanks for joining us and have a great afternoon