Operating Agreements and Bylaws Lawyer in Three Way, Tennessee

Complete Guide to Operating Agreements and Corporate Bylaws

Operating agreements and corporate bylaws define how a business is governed, how decisions are made, and how ownership interests are managed. For business owners in Three Way and surrounding areas of Tennessee, clear governing documents reduce uncertainty, protect relationships, and set expectations for daily operations and long-term transitions. Whether you are forming a new limited liability company or organizing a corporation, thoughtful drafting of these documents helps prevent disputes, streamline governance, and provide a clear roadmap for managers, members, officers, and shareholders.

This guide explains the practical elements of operating agreements and bylaws and how those documents fit into your overall business structure. It covers common provisions, important choices owners face, and how local law affects internal rules and dispute resolution. While templates can be a starting point, tailoring governance documents to match your company’s priorities—ownership structure, decision-making style, succession planning, and capital needs—yields stronger protection and smoother operations. Knowing how these documents work makes it easier to manage daily issues and plan for change.

Why Clear Operating Rules Matter for Your Business

Clear, well-structured operating agreements and bylaws reduce friction among owners and managers by establishing agreed procedures for decision-making, profit distribution, and transfer of ownership interests. These documents can reduce the risk of costly disputes and interruptions to business operations by providing predetermined steps for addressing disagreements and changes in management. They also help preserve the limited liability protections of the business entity by demonstrating that owners respect formal corporate or LLC procedures. A thoughtful governance document contributes to stability, investor confidence, and predictability for employees and partners.

How Jay Johnson Law Firm Supports Business Governance in Tennessee

Jay Johnson Law Firm works with business owners in Three Way and Madison County to prepare and refine operating agreements and corporate bylaws tailored to each client’s priorities. The firm focuses on practical, business-minded drafting that reflects Tennessee law and local business realities. From family-owned companies to privately held corporations, the firm helps clients identify governance issues, negotiate terms among owners, and draft clear provisions that limit ambiguity and provide mechanisms to resolve conflicts. The firm’s approach emphasizes long-term planning and ease of administration for busy owners.

Understanding Operating Agreements and Bylaws

Operating agreements and bylaws serve related but distinct roles depending on the business entity type. For LLCs, an operating agreement governs member rights, management structure, capital contributions, profit allocation, and procedures for transfers or buyouts. For corporations, bylaws set rules for board meetings, officer duties, shareholder voting, and internal recordkeeping. Both documents should align with the company’s formation documents and with applicable Tennessee statutes. Crafting these governing instruments requires attention to detail to ensure they function smoothly as the business grows and ownership changes.

Although state default rules may provide baseline governance requirements, relying solely on defaults can leave owners without preferred protections or procedures. Custom provisions address issues such as deadlock among owners, restrictions on transferring interests, methods for resolving disputes, and processes for removing or replacing managers or officers. Thoughtful drafting can also account for tax, succession, and financing goals, helping prevent unintended consequences. Clear operating rules are particularly valuable in periods of transition, investment, or when owners have differing visions for the company.

What Operating Agreements and Bylaws Do for Your Business

An operating agreement is a private contract among LLC members that sets operating procedures and economic arrangements. Corporate bylaws are internal rules adopted by a corporation’s board to manage corporate affairs. Both documents complement articles of organization or incorporation and help demonstrate that the entity maintains proper internal formalities. Well-drafted governance instruments outline voting thresholds, meeting protocols, financial controls, and contingency plans, creating a structure that supports consistent decision-making and helps reduce ambiguity when unexpected events arise.

Key Provisions and Typical Processes to Include

Common provisions in operating agreements and bylaws address ownership percentages, capital contributions, allocation of profits and losses, management authority, member or shareholder meetings, voting requirements, and procedures for admitting or removing owners. Other important areas include transfer restrictions, buy-sell mechanisms, confidentiality obligations, noncompetition limitations where appropriate, and methods for resolving disputes such as mediation or arbitration. Drafting should also consider recordkeeping, amendment procedures, and roles of officers or managers to ensure day-to-day administration remains efficient and transparent.

Key Terms and Glossary for Governance Documents

A concise glossary helps business owners understand recurring legal terms used in governance documents. Familiarity with these phrases makes it easier to evaluate proposed language and to communicate desired outcomes with other owners and advisors. Key terms covered here are presented with practical explanations focused on their impact within a Tennessee business context. Learning these definitions helps owners see how alterations to standard clauses change rights, risks, and operational flexibility.

Operating Agreement

An operating agreement is the written contract among members of an LLC that defines ownership interests, management structure, voting rights, profit and loss allocation, and procedures for handling transfers of membership. It is a private document that supplements the public articles of organization. In practice, the operating agreement clarifies expectations among owners, sets rules for day-to-day governance, and provides mechanisms for dealing with changes in membership or leadership. For many small and medium businesses, a tailored operating agreement reduces ambiguity and provides a roadmap for resolving disputes or transitions.

Bylaws

Bylaws are internal rules adopted by a corporation’s board of directors that guide how the corporation operates internally. Bylaws typically address meeting procedures, the number and duties of officers, voting procedures, recordkeeping, and mechanisms for electing and removing directors. Unlike articles of incorporation, bylaws are often private and more flexible to amend. For corporations in Tennessee, well-crafted bylaws help maintain corporate formalities, support consistent governance, and provide a clear structure for executive decision-making and shareholder engagement.

Member vs. Manager-Managed LLC

In a member-managed LLC, owners collectively handle the day-to-day operations and decision-making. In a manager-managed LLC, the members appoint one or more managers to run the company, which may be members or outside managers. This choice affects voting rights, fiduciary duties, and how management decisions are made. Including clear language in the operating agreement about whether the LLC is member-managed or manager-managed helps align expectations about authority, responsibilities, and procedures for selecting or replacing those who govern the company.

Buy-Sell Provisions

Buy-sell provisions establish how ownership interests will be transferred, valued, and purchased in the event of a triggering event such as death, disability, withdrawal, or disagreement among owners. These clauses can set valuation methods, define who has the right to buy or be offered the interests, and specify payment terms. Carefully drafted buy-sell rules help ensure continuity of the business, protect remaining owners from unwanted third-party entrants, and provide an orderly mechanism for resolving ownership transitions without prolonged conflict.

Comparing Governance Approaches for Different Business Needs

Business owners often decide between a limited, template-based governance approach and a tailored, comprehensive set of documents. Template provisions may be adequate for very simple ownership structures or where owners have high trust and minimal dispute risk. However, templates can omit important specifics and leave gaps that create problems later. A more comprehensive approach customizes provisions for the company’s size, ownership dynamics, financing plans, and long-term goals, providing clearer guidance and better protection against disagreements and operational surprises.

When a Simple Governance Document May Be Enough:

Small, Closely Held Companies with Clear Owner Relationships

A basic operating agreement or bylaws template can be appropriate when a company is very small, owners have long-standing personal relationships, and there is a strong, shared understanding of how the business will be run. In those circumstances, a shorter document that confirms basic roles and financial arrangements may provide sufficient clarity without extensive customization. However, even in close relationships, considering provisions for unexpected events and transfer restrictions can prevent future disputes and ensure continuity if circumstances change.

Low-Risk Operations with Minimal Outside Investment

When a business operates with minimal external capital, limited outside stakeholders, and a straightforward revenue model, a foundational governance document can meet current needs while keeping costs down. In such situations, owners may prefer to rely on simple provisions that handle management, profit distribution, and basic transfer rules. It remains important to periodically review and update these documents as the business grows or takes on investment, to prevent gaps between the operating reality and the written rules.

Why a Tailored Governance Package Often Makes Sense:

Complex Ownership or Growth Plans

Businesses with multiple owners, outside investors, or plans for rapid growth benefit from thorough governance documents that address potential conflicts and align with financing needs. Customized operating agreements and bylaws can include investor protections, tiered voting rights, vesting schedules, and detailed transfer restrictions. These provisions help attract capital while protecting existing owners’ interests and give clear rules for how decisions will be made during periods of expansion or change, reducing uncertainty for all stakeholders.

Succession Planning and Contingency Management

When owners want a clear roadmap for succession, disability, death, or involuntary exit events, a comprehensive set of governance documents is critical. Tailored buy-sell arrangements, valuation methods, and continuity rules help ensure the business survives transitions and that remaining owners can continue operations without lengthy disputes. Detailed contingency planning also helps address tax, family, and estate considerations that could otherwise complicate ownership transfers and destabilize the company during sensitive moments.

Benefits of a Thorough, Tailored Governance Approach

A comprehensive governance package reduces ambiguity in decision-making, establishes predictable procedures for dealing with change, and protects the company’s limited liability status by documenting formalities. Clear rules for voting, transfers, and dispute resolution limit the scope for disagreement and provide mechanisms to resolve issues without disrupting operations. Well-crafted governance also enhances the business’s attractiveness to lenders and investors who value transparent internal controls and predictable management structures.

Tailored governance documents can incorporate provisions that address tax and succession objectives, help preserve family relationships in family-owned enterprises, and provide structured approaches to handle owner departures or the introduction of new capital. By anticipating common stress points and setting rules in advance, owners reduce the chance that emotional or rushed decisions will dictate outcomes at critical moments. The practical result is smoother transitions, stronger internal accountability, and greater long-term stability for the business.

Reduced Risk of Owner Disputes

Detailed governance documents help prevent disputes by clearly allocating responsibilities, defining voting rights, and specifying procedures for resolving conflicts. When expectations about decision-making, profit distribution, and transferability of interests are spelled out in advance, owners are less likely to encounter ambiguous situations that lead to disagreement. Having predetermined steps for negotiation or dispute resolution also helps contain conflicts and preserve business continuity while parties work through disagreements in an organized manner.

Stronger Business Continuity and Transfer Planning

A well-drafted operating agreement or bylaws document provides clear mechanisms for transferring ownership, handling succession, and addressing the unexpected. These provisions enable smoother transitions in the event of an owner’s departure, death, or change in business strategy. By setting valuation methods, buyout terms, and transfer restrictions, owners can preserve business stability and reduce the need for court intervention. Thoughtful planning also helps protect relationships among remaining owners and supports continued operations with minimal disruption.

Jay Johnson Law firm Logo

Top Searched Keywords

Practical Tips for Drafting Governance Documents

Start with Clear Goals

Before drafting an operating agreement or bylaws, identify the key objectives you want the document to achieve. Consider ownership structure, decision-making style, plans for growth, and how you want to handle transfers or disputes. Clarifying those goals helps shape clause choices and avoids contradictions that can arise from piecing together template language. Early clarity helps keep the document aligned with business priorities and reduces the need for frequent amendments as the company evolves.

Address Transfer and Succession Issues Early

Including buy-sell provisions and transfer restrictions in the initial governance documents helps prevent unwelcome changes in ownership and provides a process for orderly transitions. Decide how interests will be valued and whether existing owners have first rights to purchase departing interests. Addressing these topics early ensures that unexpected events do not force rushed decisions and that owners have a shared understanding of the mechanisms available to manage succession or exit situations.

Review and Update Documents Regularly

Business circumstances change over time, so governance documents should be reviewed periodically to ensure they remain relevant. Changes in ownership, new financing, shifts in operations, or tax law adjustments can all warrant revisions. Scheduled reviews help maintain alignment between company practice and written rules, reduce legal risk, and ensure that procedures for meetings, approvals, and transfers reflect the current needs of the business and its owners.

When to Consider Preparing or Updating Governance Documents

Owners should consider preparing or updating operating agreements and bylaws when forming a new entity, when ownership changes, or when planning significant business events such as new investment, sale, or succession. Even in the absence of immediate transactions, having clear governance documents can prevent disputes and support smoother operations. Regular updates ensure the documents reflect current ownership percentages, capital contributions, and management arrangements, helping avoid misunderstandings as the company evolves.

Other triggers for revisiting governance documents include changes in tax strategy, the addition of active or passive investors, or significant operational shifts that change who makes day-to-day decisions. Updating provisions related to dispute resolution, valuation methods, and transfer restrictions can reduce the risk that owners are unprepared for common stress events. Thoughtful drafting also protects the company’s liability protections and preserves its ability to function during transitions or disagreements among owners.

Common Situations That Make Governance Documents Important

Common circumstances that often require attention to governance documents include onboarding new investors, resolving disagreements among owners, planning for retirement or succession, and preparing for a sale or capitalization event. Businesses facing growth or seeking outside capital benefit from clear rules that investors expect. Additionally, family-owned businesses often need provisions that address generational transitions and how family members participate. Addressing these scenarios proactively helps avoid crises and preserves business value.

Bringing in New Investors

When new investors join, governance documents should define voting rights, priority distributions, restrictions on transfers, and protections for existing owners. Clear clauses help align expectations about decision-making authority and financial returns. Tailoring provisions to address investor rights and owner protections facilitates fundraising while maintaining operational stability. Preparing these terms in advance reduces negotiation friction and sets a foundation for ongoing cooperation between owners and investors.

Owner Disputes or Deadlock

When owners disagree or a decision deadlock arises, having pre-agreed procedures for escalation and resolution prevents impasses from paralyzing the business. Clauses that address mediation, buyouts, or management changes provide pathways to move forward while minimizing harm. By anticipating potential conflict and agreeing on resolution mechanisms, owners protect the company from prolonged disruption and preserve its ability to operate while disputes are resolved.

Succession and Retirement Planning

Preparing for owner retirement or succession requires clear steps for valuing and transferring interests, funding buyouts, and maintaining business continuity. Governance documents can provide the framework to implement a planned transition, define roles for incoming leadership, and protect the ongoing enterprise from operational gaps. Including these provisions supports orderly transitions, eases uncertainty among employees and customers, and helps owners realize the value of their investment at departure.

Jay Johnson

Local Guidance for Operating Agreements and Bylaws in Three Way

Jay Johnson Law Firm provides local guidance for owners in Three Way and surrounding Madison County on drafting and updating operating agreements and corporate bylaws. The firm helps identify governance priorities, craft clear language that reflects Tennessee law, and coordinate with accountants or other advisors to align business, tax, and succession goals. Clients receive practical recommendations for governance structures that support daily management and long-term planning while minimizing disruption and uncertainty.

Why Clients Choose Jay Johnson Law Firm for Governance Documents

Clients choose Jay Johnson Law Firm for personalized drafting and pragmatic legal services tailored to Tennessee business needs. The firm focuses on translating owners’ business objectives into practical governance language that anticipates common pitfalls and supports effective administration. Working closely with clients, the firm explains the consequences of different clause choices and helps owners make informed decisions about management authority, ownership transfers, and dispute resolution that reflect their priorities.

The firm emphasizes clear, usable documents rather than overly complex legalese. By focusing on clarity and practicality, governance instruments become living tools that managers and owners can rely on to run the business. The firm also coordinates with other advisors as needed to align governance provisions with tax planning and succession objectives, ensuring that the documents support both operational needs and long-term goals for the company and its owners.

For owners in Three Way and Madison County, the firm offers responsive communication and practical timelines that respect the demands of running a business. Drafting, review, and amendment processes are structured to minimize business disruption while ensuring that the documents are robust and fit the company’s circumstances. Clients benefit from clear explanations, actionable recommendations, and documents designed to function in the real-world context of a Tennessee business.

Get Practical Help Drafting Your Governance Documents

How We Prepare Operating Agreements and Bylaws

The firm’s process begins with a focused intake to understand ownership structure, business goals, and potential risks. From there, the team drafts tailored provisions, reviews key clauses with owners, and refines language to ensure clarity and operational usefulness. Final documents are provided in user-friendly format with guidance on implementation and periodic review. The process emphasizes practical outcomes that align with the company’s priorities and Tennessee law to support smooth governance and decision-making.

Initial Assessment and Goal Setting

The first step involves a detailed assessment of the company’s current structure, ownership interests, and immediate and long-term goals. During this stage, the firm asks targeted questions about management preferences, transfer expectations, and financial plans. This information shapes which provisions are essential and which can remain more flexible. The assessment also identifies conflicts or gaps in existing documents that need to be addressed to reduce future risk and ensure the governance framework aligns with business objectives.

Gathering Ownership and Financial Details

Collecting accurate ownership, capital contribution, and financial information is critical to drafting effective governance documents. This step compiles who holds interests, what each owner has invested, and how distributions have been handled historically. Clear financial context supports fair allocation language, appropriate voting thresholds, and buy-sell arrangements. The firm ensures that documents reflect the true business circumstances rather than relying on assumptions, which helps prevent ambiguities that could lead to disputes later.

Identifying Management Preferences and Decision-Making Styles

Understanding how owners prefer to make decisions—whether collaboratively or through designated managers—allows the firm to draft governance provisions that mirror operational realities. The process clarifies who will act on daily matters, what types of decisions require owner approval, and how meetings or voting will be conducted. Aligning document language with the company’s actual decision-making approach helps ensure the rules are followed and reduces the chance that the written governance conflicts with practice.

Drafting and Negotiation

After the initial assessment, the firm prepares draft operating agreements or bylaws incorporating the agreed provisions. Drafts are structured for readability and practical use, highlighting clauses that require particular attention or negotiation. Owners and their advisors review the draft, propose edits, and address any points of disagreement. This collaborative drafting phase ensures that the final document reflects mutual understanding among owners and provides workable procedures for ongoing governance.

Preparing Clear, Actionable Drafts

Drafts are written to be clear and actionable so that managers and owners can follow the procedures without frequent legal consultation for routine matters. Each provision includes practical definitions and steps for implementation. The firm avoids unnecessary legal jargon and focuses on language that makes responsibilities and processes unambiguous. This approach reduces friction during administration and helps ensure the governance document functions as intended in everyday business operations.

Mediating and Resolving Outstanding Issues Between Owners

When owners have differing views, the firm facilitates discussion and proposes compromise language to bridge differences while protecting each party’s essential interests. The goal is to reach solutions that preserve relationships and enable continued business operations. The firm recommends mechanisms that balance flexibility with enforceability, such as staged approval processes or defined triggers for buyout rights, to give owners confidence that disputes can be managed without paralyzing the company.

Finalization and Implementation

Once owners approve the draft, the firm prepares final documents, coordinates signatures, and provides guidance on adopting and storing governance records. The final package often includes an implementation memo outlining steps for meetings, recordkeeping, and future amendment procedures. Clients receive a clear plan for applying the provisions in practice and for conducting periodic reviews to keep the documents current as the business changes.

Adoption and Recordkeeping Guidance

The firm explains the formal steps necessary to adopt or amend governing documents, including appropriate meetings, resolutions, and recordkeeping practices. Proper adoption preserves the company’s internal formality and demonstrates that owners acted consistently with the written rules. The advice includes recommended practices for storing signed documents and maintaining minutes or consents, which support continuity and help protect the company’s limited liability stature.

Ongoing Review and Amendments

After implementation, the firm recommends scheduling periodic reviews to confirm that governance documents remain aligned with business needs. Amendments are handled through clear procedures defined in the documents, and the firm assists with drafting any necessary changes as circumstances evolve. Regular reviews reduce the risk of outdated provisions creating operational friction and ensure the governance framework adapts to growth, new ownership, or strategic shifts.

Frequently Asked Questions About Operating Agreements and Bylaws

What is the difference between an operating agreement and corporate bylaws?

An operating agreement governs an LLC’s internal affairs, covering management, member rights, distributions, and transfer procedures. Bylaws perform a similar role for corporations by setting rules for board and shareholder meetings, officer roles, and voting practices. While both documents regulate internal relationships, their specific provisions vary to match the entity type and the owners’ preferences. Tailoring each document to reflect the company’s operational reality ensures the rules are relevant and usable. Having one of these governance documents helps establish clear expectations and reduces the likelihood of disputes. It also demonstrates that owners follow internal formalities, which supports the legal protections provided by the business entity. Well-drafted documents can align operational procedures with ownership objectives and provide practical mechanisms for handling changes or conflicts without disrupting the business.

Default state rules supply baseline governance when no tailored document exists, but relying solely on defaults can leave owners with unwanted outcomes. Templates often do not address specific ownership dynamics, buy-sell arrangements, or dispute resolution methods that fit a particular business. Drafting a tailored operating agreement or bylaws allows owners to define management powers, voting thresholds, and transfer restrictions that align with their goals and reduce ambiguity. Custom governance documents also support smoother operations during transitions, fundraising, or sale. By documenting agreed procedures, owners limit the need for external intervention when disagreements arise. Tailored documents provide clarity for investors and lenders and help preserve business continuity through clearly defined roles and processes.

A buy-sell provision defines the circumstances under which ownership interests can be transferred and sets the method for valuing and purchasing those interests. Typical elements include triggering events, valuation approach, right of first refusal for remaining owners, and payment terms. Clear valuation and timing provisions reduce disputes and enable orderly transitions when an owner leaves or cannot continue their role. Including practical mechanics such as notice requirements, appraisal procedures, and funding methods makes buy-sell clauses workable in real situations. Well-structured buy-sell rules help ensure continuity of operations, protect remaining owners from unwanted third parties acquiring interests, and provide a predictable path for owners to exit while preserving company value.

Governance documents should be reviewed whenever ownership changes significantly, when new investment occurs, or when major operational shifts happen. Regular reviews help ensure that provisions remain consistent with current business practices and legal developments. Scheduling periodic check-ins—annually or when a major event occurs—helps owners catch mismatches between practice and paperwork before they become problems. Updating documents proactively supports smoother transitions and avoids disputes caused by outdated provisions. Regular review also provides an opportunity to refine valuation methods, dispute resolution approaches, and governance structures as the business grows or ownership priorities evolve, maintaining relevance and effectiveness over time.

Standard or template documents may allow certain transfers by default, which can introduce risk if owners do not intend unrestricted transfers. Including transfer restrictions, right of first refusal provisions, or approval requirements in governance documents lets owners control who may become an owner and how transfers are handled. Such clauses protect the business from involuntary or disruptive ownership changes that could affect operations or relationships. Carefully drafted transfer provisions balance liquidity for owners with protection for remaining owners and the business. Clear procedures for sales, gifts, and involuntary transfers reduce surprises and provide predictable steps to address potential conflicts while supporting continuity and preserving the company’s strategic direction.

Governance documents can influence the ease of raising capital by outlining investor rights, governance protections, and transfer restrictions. Investors often seek clarity on voting rights, distribution preferences, and exit mechanisms before committing capital. Providing transparent governance provisions that align with investor expectations can make fundraising smoother and demonstrate that the business has predictable internal controls and decision-making processes. At the same time, owners can draft provisions to protect their interests while accommodating investors’ needs. Balancing investor protections with owner control requires careful drafting to ensure that financing does not unintentionally dilute decision-making or expose the company to management instability. Thoughtful governance provisions support both capital access and long-term stability.

To prevent deadlock, owners can include mechanisms such as designated tie-breaking procedures, buyout options triggered after a period of stalemate, or methods for appointing temporary managers. Identifying decision thresholds for routine versus fundamental matters can also reduce the chance that minor disagreements escalate into deadlocks. Clear escalation processes provide a path forward when owners cannot agree on major issues. Establishing these mechanisms in governance documents ahead of time reduces the risk that a deadlock will cripple operations. Owners should choose practical solutions that reflect their tolerance for outside decision-makers or buyout outcomes, and should agree on triggers and procedures that enable resolution rather than prolonged impasse.

Articles of organization and incorporation are public, but operating agreements and bylaws are typically private internal documents and are not usually filed publicly in Tennessee. Keeping governance documents private allows owners to specify internal arrangements without public disclosure and helps maintain confidentiality around internal decision-making processes. This privacy can be particularly valuable for owner compensation, buy-sell mechanics, and internal policies. Despite their private nature, properly maintaining and following governance documents is important for legal and tax purposes. Owners should ensure signed documents and adoption records are retained with company records and used consistently to support business practices and demonstrate adherence to internal formalities if ever reviewed by third parties.

Choosing between member-managed and manager-managed structures depends on how owners wish to allocate day-to-day control and how active owners will be in operations. Member-managed structures work well when owners are actively involved in running the business and prefer collective decision-making. Manager-managed structures are appropriate when owners want to appoint specific individuals to run operations, or when some owners are passive investors. The governance documents should explicitly state which model applies and detail the authority and duties associated with the chosen structure. Making this choice clear in writing avoids confusion over who has authority to act, reduces disputes about decision-making, and aligns governance with the company’s operational realities and growth plans.

Governance documents play a central role in succession planning by setting procedures for valuing and transferring interests, appointing successors, and funding buyouts. Clear succession provisions reduce uncertainty and help ensure continuity when an owner retires or departs. By defining timelines, valuation formulas, and payment arrangements, the documents provide a roadmap owners can follow during transitions. Including succession mechanisms also protects the business from abrupt leadership gaps and helps preserve relationships with employees and clients. Thoughtful succession planning aligns ownership goals, estate planning considerations, and operational needs to support a smooth transition and maintain business stability over time.

Leave a Reply

Your email address will not be published. Required fields are marked *

How can we help you?

Step 1 of 4

  • This field is for validation purposes and should be left unchanged.

or call