Traditional fund Bilaws?

Thanks ^Searchfunder memberhate to sound like a lawyer with this response, but Bylaws (also referred to as an Operating Agreement depending on jurisdiction and corporate structure) can vary a TON based on how your business model is structured. In my opinion, a set of bylaws should be no more or less complex than is necessary. A business with two owners at 50/50 with equal contributions is going to have a very different agreement than a business with an owner who also serves as the CEO with a 25% stake and board of passive investors who may not be concerned with anything other than dividends.

In my experience, the 3 most common areas where issue arise within closely-held businesses/searchfuncs are: 1) Money (who gets paid what and how is that decided? What happens if we need more capital?), 2) Power (who makes the decisions generally? How are votes allocated? When do we need majority/super-majority/unanimous consent on a business decision?) and 3) Succession Plans (what happens if an owner dies/declares bankruptcy/doesn't want to be an owner any more? How will the Company retain ownership with adequate flexibility to maintain daily operations of the Company? What if an owner/employee gets fired?).

In my limited experience, smaller companies tend to over-think the Operating Agreement, and larger companies tend to under-think it. I think it's a good idea to make sure that your primary concerns are addressed in the document in a manner that is clear and understood by all the stakeholders. Talk to a lawyer that you trust that is used to working with businesses that are the same size as your fund, and hopefully you can get clarity on costs up front. While governing documents are important, don't let the legal tail wag the business dog.

And please make sure to loop your tax advisor in on the financial aspects to say on the right side of our good friends at the IRS!

I don't have any redacted templates available to share right now, but a document that was previously shared publicly by ^Searchfunder member‌ can be found here: https://docs.google.com/document/d/1_ZyxA_BqwZPKJwvD4ckIRJTYtjkIJYQx/edit. Thanks to Jordan for sharing that!

I may have a few operating agreement templates and adopted documents. They range a bit in complexity though. Caveat is I am not an attorney. Feel free to pm to discuss.