These sample bylaws and operating agreements are intended as a template that you can use as a starting point. However, these resources are in no way intended to be legal advice. As with any legal decision, it is important to consult with a lawyer.
- ICA Group Model Bylaws: Can be used as a starting point for cooperative corporations, C corporations, or S corporations. There is a template for one class of shares (which S corporations will need to use) as well as a version with two classes of shares.
- California Model Cooperative Corporation Bylaws:These Sample Bylaws for a Worker Cooperative prepared by the Green Collar Communities Clinic (GC3) of the East Bay Community Law Center (EBCLC) and by the Sustainable Economies Law Center (SELC) based on Bylaws created by Tim Huet of Arizmendi Association of Cooperatives and adapted by Jenny Kassan of Cutting Edge Counsel) can serve as a starting point. They include a provision for a modified consensus-based decision making which may or may not be relevant to your organization.
- LLC with a Permanent Capital Member Sample Operating Agreement: As a default, LLCs are taxed as partnerships, and any retained earnings that are not allocated to members’ accounts are still taxed to members, which may discourage retaining earnings and limit the company’s growth. To maintain the benefits of this model while promoting retained earnings, the Democracy at Work Institute worked with David Smathers Moore of Teamworks Cooperatives, Inc. to develop this operating agreement template for an LLC with a permanent capital member. This agreement can also be modified to remove references to the permanent capital member for a straightforward LLC-taxed-as-a-partnership template.
- LLC Taxed as a T Corporation Sample Operating Agreement: LLCs can also be taxed as a corporation. The Democracy at Work Institute worked with counsel to develop this sample operating agreement, which modifies the ICA Group Model Bylaws to be suitable for an LLC.