A Practical Guide to Operating Agreements and Corporate Bylaws
Operating agreements and bylaws form the foundation of how a business operates, how decisions are made, and how ownership and management responsibilities are allocated. For business owners in Bloomingdale and across Tennessee, clear governing documents reduce conflict, preserve value, and support growth. At Jay Johnson Law Firm we assist businesses in drafting, reviewing, and updating these documents so they reflect owners’ intentions and comply with state law. Our approach focuses on listening to your goals, explaining legal choices in plain language, and producing durable documents that protect your business and relationships over time.
Whether you are forming a new limited liability company, revising an existing operating agreement, or preparing corporate bylaws for a formal structure, careful drafting matters. Well-drafted agreements anticipate common issues, establish procedures for decision making, and set out dispute resolution and ownership transfer rules. We work with entrepreneurs, family businesses, and small companies to ensure their internal rules align with their business operations and long-term plans. This guidance helps owners avoid misunderstandings and positions the business for smoother transitions and continuity when circumstances change.
Why Strong Operating Agreements and Bylaws Matter for Your Business
Strong internal governance documents provide clarity on ownership percentages, voting rights, management duties, profit distributions, and procedures for adding or removing members or directors. They reduce the likelihood of disputes and streamline decision making during everyday operations and unexpected events. For companies doing business in Bloomingdale, having these rules in writing also supports legal protections under Tennessee law and improves credibility with banks, investors, and potential buyers. Investing time to tailor these documents to your business needs can prevent costly disagreements and preserve the company s value for the future.
About Jay Johnson Law Firm and Our Business Law Services
Jay Johnson Law Firm serves businesses and individuals throughout Hendersonville and the surrounding Tennessee communities. Our practice supports company formation, governance, contract drafting, and succession planning, with a focus on practical solutions for small and mid-sized businesses. We prioritize clear communication, realistic planning, and documents that match how a business actually operates. Clients benefit from hands-on assistance during formation and later when operational changes or ownership transitions require updates. We aim to build long-term relationships so clients have reliable legal support as their businesses evolve.
Understanding Operating Agreements and Corporate Bylaws
An operating agreement governs the internal affairs of a limited liability company and sets expectations among members regarding management, allocations, distributions, and buyout procedures. Bylaws perform a similar role for corporations, describing the roles of directors and officers, meeting procedures, and voting protocols. Although state statutes provide baseline rules, customized documents allow owners to adapt governance to their business model, protect minority interests, and create predictable processes for change. Careful drafting aligns formal requirements with everyday business practices and reduces reliance on default statutory provisions that may not suit your organization.
The scope of drafting or review can vary from simple templates to comprehensive, company-specific agreements that address complex ownership structures, succession planning, and dispute resolution. We guide clients through choices about management versus member control, allocation methods for profits and losses, transfer restrictions, and buy-sell mechanisms. Drafting clear transfer provisions helps maintain business continuity when ownership changes due to retirement, disability, or disagreement. Our goal is to present practical options and recommend language that balances flexibility with stability so the documents remain useful as the business grows.
What Operating Agreements and Bylaws Cover
Operating agreements and bylaws typically cover ownership percentages, voting rights, contributions, distributions, management and approval thresholds, meeting requirements, and procedures for resolving deadlocks. They often include buy-sell provisions, restrictions on transfers, and mechanisms for valuing ownership interests. For corporations, bylaws additionally set out the duties and appointment of directors and officers, committee structures, and shareholder meeting rules. Including dispute resolution and amendment procedures in these documents gives owners predictable paths to resolve conflicts and adapt governance when circumstances change.
Core Elements and Processes to Address in Governing Documents
When drafting or reviewing operating agreements and bylaws, attention to detail on several core items is essential. These items include management authority, voting thresholds for ordinary and major decisions, capital contribution obligations, distributions and tax allocations, member or shareholder transfer restrictions, and procedures for valuing interests. Also important are meeting notice requirements, recordkeeping, and methods for removing or replacing managers, officers, or directors. Addressing these topics up front makes day-to-day operations smoother and provides clear steps for addressing disputes or ownership transitions.
Key Terms and Glossary for Business Governance Documents
Understanding terminology used in operating agreements and bylaws helps owners make informed choices. Terms such as voting rights, management structure, fiduciary duties, distributions, transfer restrictions, buy-sell provisions, and quorum requirements appear frequently. Clarifying these terms in the document and in conversations reduces ambiguity. We often include definitions sections in governing documents so that terms carry consistent meaning throughout. This glossary approach prevents disagreements about interpretation and supports enforcement if disputes arise.
Voting Rights
Voting rights determine how decisions are made and who must approve them. Documents should specify whether votes are proportional to ownership, equal per member or share, or weighted by class. They should also state what types of decisions require simple majority approval, supermajority approval, or unanimous consent. Clear voting rules reduce confusion and provide predictable processes for common decisions like approving budgets, entering contracts, or selling the business. Establishing thresholds in advance helps avoid gridlock and provides a framework for resolving disputes over control.
Buy-Sell Provisions
Buy-sell provisions set out how ownership interests are transferred when an owner leaves, dies, becomes disabled, or is otherwise required to sell. These provisions can require first rights of refusal, set valuation methods, and define payment terms for purchases. Well-crafted buy-sell clauses help maintain continuity and prevent unwanted third-party ownership. They also protect remaining owners from abrupt changes by providing structured opportunities to acquire departing interests and by establishing procedures for determining fair value at the time of transfer.
Management Structure
Management structure clarifies who handles day-to-day operations and strategic decisions. In an LLC this may mean member-managed versus manager-managed roles, while in a corporation it defines director and officer responsibilities. Documents should describe decision-making authority, delegation powers, and limits on spending or contract approvals. Clear allocation of management duties prevents overlapping responsibilities and reduces disputes. Having written boundaries also assists third parties, such as banks or vendors, in identifying who can bind the company.
Transfer Restrictions
Transfer restrictions limit who can acquire ownership interests and under what conditions transfers may occur. These can include approvals by other owners, rights of first refusal, or prohibitions on transfers to competitors. Transfer rules preserve business culture and control, prevent fragmentation of ownership, and protect minority owners. Explicit procedures for transfers, including notice requirements and valuation methods, promote orderly changes in ownership and help avoid litigation when transfers are attempted.
Comparing Limited and Comprehensive Document Approaches
Business owners can choose simple template-based documents or a comprehensive, tailored approach. Templates are quicker and less expensive up front but may leave gaps that produce disputes or require renegotiation later. A comprehensive approach invests in clarity by addressing foreseeable scenarios, ownership transitions, and dispute resolution. Deciding which route fits depends on company size, ownership complexity, future plans, and appetite for risk. We help clients weigh the pros and cons and recommend a balanced approach that reflects operational realities and long-term objectives.
When a Template or Limited Agreement May Be Appropriate:
Simple Ownership and Minimal Outside Investment
A limited or template agreement can be suitable when a small number of owners share equal responsibilities, no outside investors are involved, and the business has straightforward operations. In such cases, a clear but concise document covering basic voting, distributions, and transfer restrictions can keep costs low while providing necessary legal structure. However, even in simple situations, owners should ensure templates are reviewed for consistency with Tennessee law and that any custom terms needed to reflect unique arrangements are included to avoid surprises later.
Short-Term or Low-Risk Ventures
For short-term projects, informal ventures, or businesses where owners plan to dissolve or sell quickly, a limited approach may be pragmatic. A basic operating agreement or bylaw set covers essential roles, profit sharing, and dissolution procedures without extensive customization. This path reduces upfront legal spending while establishing clear expectations. Nevertheless, owners should remain mindful that as the business grows or takes on partners and investment, revisiting and expanding governance documents will likely become necessary to support evolving needs.
Why a Tailored, Comprehensive Document Often Pays Off:
Complex Ownership or Investor Relationships
When ownership involves multiple classes, family members, or outside investors, tailored governance documents protect all parties by spelling out rights and expectations in detail. Comprehensive agreements address valuation methods, buyout triggers, minority protections, and investor rights, reducing the risk of costly disputes. Clear provisions for capital calls, dilution, and exit strategies allow owners and investors to proceed with confidence and provide a predictable roadmap for resolving conflicts without resorting to litigation.
Long-Term Planning and Succession Needs
Businesses planning for succession, transfer to family, or gradual ownership transitions benefit from comprehensive documents that anticipate future scenarios. Provisions for retirements, incapacity, and phased transfers help preserve business continuity and avoid surprises at critical moments. Including valuation formulas, funding mechanisms for buyouts, and governance changes for new ownership structures ensures smoother transitions. Thoughtful planning ahead of time reduces tension among owners and supports the longevity of the business through predictable and fair procedures.
Benefits of a Comprehensive Governance Approach
A comprehensive governance approach reduces ambiguity and provides stronger protections for owners and the business itself. It encourages consistent decision making, defines dispute resolution methods, and lays out clear procedures for major events like sales, mergers, or transfers. These documents can also enhance credibility with lenders and partners by demonstrating that the business has thoughtfully addressed internal risk management and continuity. The time invested in drafting thorough agreements often pays dividends by avoiding litigation and preserving operational focus.
Well-constructed operating agreements and bylaws can lower long-term costs by preventing disputes and making resolution processes faster and less adversarial. Clear duties and restrictions reduce misunderstandings and provide a roadmap for resolving conflicts. They also protect minority owners by spelling out approval thresholds and procedural safeguards, while giving majority owners predictable paths for achieving business objectives. Comprehensive documents help the company adapt to growth, new investment, and leadership changes with less friction and greater stability.
Predictability and Reduced Conflict
When responsibilities, voting rules, and transfer processes are written down, business activity becomes more predictable and disputes are less likely to escalate. Clear procedures for meetings, approvals, and conflict resolution provide owners with reliable steps to follow when disagreements arise. Predictability also supports planning and investment decisions, since stakeholders can anticipate how major choices will be made. This reduces the time owners spend resolving internal matters and allows them to focus on growth and operations rather than unresolved governance questions.
Protection for Long-Term Value
Comprehensive governing documents help preserve and transfer business value by setting fair mechanisms for ownership changes and valuations. By defining buyout processes, rights of first refusal, and succession steps, these agreements reduce the risk that a forced or poorly managed transfer will damage the company. Predictable transfer and valuation rules also make the business more attractive to potential buyers or investors, since they see a stable governance framework that minimizes legal uncertainty and supports continuity of operations.
Practice Areas
Top Searched Keywords
- Bloomingdale operating agreement lawyer
- corporate bylaws Tennessee attorney
- LLC operating agreement Bloomingdale
- business governance Bloomingdale TN
- buy-sell agreement Bloomingdale
- transfer restrictions LLC Tennessee
- running bylaws for corporations Bloomingdale
- business succession planning Bloomingdale
- Jay Johnson Law Firm operating agreements
Pro Tips for Operating Agreements and Bylaws
Start with clear ownership and voting rules
Begin by deciding and documenting who owns what percentage of the company and how votes are allocated. Clarity in ownership and voting prevents confusion during key decisions and helps ensure that management authority aligns with owners intent. Set thresholds for routine approvals and separate those that require a higher level of agreement. This early attention to roles and voting reduces the likelihood of conflict and streamlines everyday operations by setting expectations about who makes which decisions.
Include practical transfer and valuation procedures
Review and update documents periodically
Governance documents should be reviewed whenever ownership changes, business operations evolve, or state law updates occur. Regular reviews ensure that operating agreements and bylaws remain aligned with current business practices and priorities. Periodic updates also provide an opportunity to add clarity where ambiguities have arisen in actual operation. Scheduling a review every few years, or sooner after significant changes, helps maintain documents that continue to serve the company effectively as it grows and adapts.
Why Consider Professional Help for Your Governing Documents
Professional assistance can help translate business goals into clear, enforceable provisions that reflect Tennessee law and the realities of running a company in Bloomingdale. Lawyers familiar with business governance can identify potential blind spots, recommend language that mitigates common disputes, and draft provisions for transition events like retirement or sale. Professional drafting reduces ambiguity, creates plans for likely scenarios, and increases confidence that documents will operate as intended during stressful moments for owners and managers.
When owners rely solely on generic templates, they risk overlooking state-specific requirements and unique circumstances that could later cause conflict. Engaging a legal advisor for drafting or review allows owners to focus on building the business while leaving technical drafting and compliance details to someone who can anticipate pitfalls. This collaborative process produces documents tailored to the business’s structure, industry, and long-term plans, improving stability and helping the company present a professional profile to banks, partners, and potential investors.
Common Situations That Require Drafting or Revising Governance Documents
Owners frequently need new or revised agreements when forming a company, admitting new partners, planning for succession, preparing for investment, or responding to disputes. Other triggers include changes in management structure, a desire to formalize informal practices, or an upcoming sale or merger. Addressing governance proactively at these moments reduces friction and prepares the business for growth. We assist clients at each stage, from initial formation to complex restructuring, with documents that reflect current needs and future plans.
Forming a New Company
When forming a new LLC or corporation, owners should create an operating agreement or bylaws to document ownership, management, and financial arrangements from the start. Setting these rules early helps prevent misunderstandings and establishes formal expectations. Founders who invest time in governance at formation reduce the chance that informal norms created during the startup phase will conflict with later business realities. A well-constructed founding document supports orderly growth and provides a baseline for future amendments.
Adding Investors or New Owners
Admitting new investors or owners changes dynamics and often requires updated governance to address investor rights, dilution, and decision-making authorities. Revised documents may introduce classes of ownership, protective provisions for investors, and clearer procedures for capital calls or distributions. Addressing these matters proactively ensures that both new and existing owners have aligned expectations about influence, economic rights, and exit strategies, which reduces the likelihood of conflict as the business expands.
Ownership Transfers and Succession Planning
When owners plan retirement, transfer to family, or foresee a potential sale, governing documents should contain mechanisms for orderly transition. Buyout provisions, valuation methods, and funding terms provide a structured path for ownership changes without disrupting operations. Succession planning also includes provisions for temporary incapacity or death to ensure continuity. Having these rules in place ahead of time protects the business s operations and reputation by minimizing uncertainty and giving all stakeholders a clear process to follow.
Bloomingdale Legal Counsel for Operating Agreements and Bylaws
We serve Bloomingdale and nearby Tennessee communities with practical guidance on operating agreements and corporate bylaws. Our approach emphasizes clear communication and drafting documents that align with how your company actually functions. Whether you are starting a new business, updating governance, or planning for a future ownership transition, we provide step-by-step counsel to help you choose provisions that meet both legal requirements and business goals. Our office is available to discuss your situation and propose straightforward solutions designed to reduce future disputes and support continuity.
Why Hire Jay Johnson Law Firm for Your Governing Documents
Jay Johnson Law Firm brings practical business law experience to clients in Bloomingdale and throughout Tennessee, focusing on realistic solutions that support company operations. We take time to understand your business model, relationships among owners, and long-term objectives before recommending language for operating agreements or bylaws. Our goal is to produce documents that are easy to apply in practice, reduce ambiguity, and create an effective framework for decision making and ownership changes.
Engaging a lawyer for drafting or review helps ensure that your documents comply with Tennessee corporate and LLC statutes while reflecting your specific needs. We draft clear provisions for voting, distributions, transfers, dispute resolution, and succession planning. Clients appreciate our focus on actionable language that anticipates common issues rather than relying on boilerplate. Our work aims to protect business value and simplify governance, allowing owners to focus on operations and growth with greater confidence.
We also provide ongoing support when circumstances change, such as admitting new owners, modifying management structures, or preparing for sale. Regular reviews and amendments help keep documents current and effective. Our practice is built on building strong client relationships so you have a trusted resource when governance questions arise. If you are considering updates or need a new operating agreement or set of bylaws, we offer a collaborative process to craft documents suited to your business and goals.
Ready to Review or Draft Your Operating Agreement or Bylaws? Call Us
Our Process for Drafting and Reviewing Governing Documents
Our process begins with a focused intake conversation to understand ownership structure, management practices, and long-term plans. We then review any existing documents and identify gaps or inconsistencies. After discussing options and priorities, we draft tailored provisions and present them for your review and comment. Once approved, we finalize the documents and provide guidance on implementation, recordkeeping, and future amendment procedures. We aim for efficient drafting with clear language that owners can apply in everyday business situations.
Step One: Initial Consultation and Document Review
The first step is a detailed consultation to learn about your business goals, ownership relationships, and current governance practices. We request copies of any existing agreements, formation documents, and recent meeting minutes to assess alignment with actual operations. This review helps identify immediate issues to address, such as ambiguous transfer provisions, missing voting thresholds, or inadequate succession rules. Having a clear picture at the outset allows us to recommend the most effective structure for your operating agreement or bylaws.
Intake and Goal Setting
During intake we focus on understanding the business vision, roles of owners and managers, and key concerns that should be reflected in governance documents. We discuss short-term needs and longer-term plans like investment, sale, or succession. Setting clear goals helps prioritize which provisions require detailed drafting and which can use standard language. This alignment ensures the final documents support the company in both daily decisions and major events.
Review of Existing Materials
We examine existing formation papers, prior agreements, and any informal or written policies to ensure the new or revised documents reconcile with past practices. This step identifies inconsistencies between how the business operates and what is written down. Where gaps exist, we recommend specific language to reduce future disputes. Reviewing materials also allows us to leverage existing provisions that remain appropriate, reducing time and cost while improving clarity.
Step Two: Drafting and Client Collaboration
After gathering information and reviewing materials, we prepare a draft operating agreement or set of bylaws tailored to your business structure and goals. We present the draft to you with explanations of key choices and alternative options where relevant. This collaborative phase invites feedback, allowing us to adjust language and strike the right balance between flexibility and formal controls. Our drafting emphasizes plain language and practical procedures to make the documents easy to follow and enforceable in typical business contexts.
Drafting Custom Provisions
Custom provisions typically include voting thresholds, transfer limitations, buyout mechanisms, and dispute resolution steps. We tailor these clauses to fit the ownership makeup and operational realities of the business, ensuring they address foreseeable events while remaining workable. Drafting also considers tax allocation language and financial reporting requirements if relevant. Carefully crafted provisions prevent ambiguity and reduce the chance of conflict among owners and managers in high-stress situations.
Client Review and Revisions
We provide the initial draft for your review and explain the rationale behind key terms. Clients review the draft with owners and advisers, then provide comments for revision. We incorporate feedback and refine the language until it accurately reflects agreed-upon governance. This iterative process ensures buy-in from owners and results in documents that can be implemented consistently across the company. Final revisions address clarity, enforceability, and alignment with Tennessee law.
Step Three: Finalization and Implementation
Once the governing documents are finalized, we assist with execution, internal distribution, and recordkeeping. This includes preparing signature pages, advising on required filings if any, and ensuring that meeting minutes and corporate records reflect the new provisions. We also recommend or prepare ancillary documents such as resolutions, stock or membership ledgers, and transfer notices. Proper implementation helps ensure the documents are effective and enforceable and that the company s records support the governance framework.
Execution and Recordkeeping
We guide clients through the execution process, confirm that signature and approval thresholds are met, and advise on updating corporate or LLC records. Proper recordkeeping includes maintaining signed copies, updating ledgers, and noting amendments in meeting minutes. These steps make the governance changes clear to banks, investors, and third parties and provide the documentary trail that supports enforcement if disputes arise. Good records are essential to demonstrating compliance with internal procedures and state requirements.
Ongoing Updates and Support
Businesses change over time, and governing documents often require amendments to reflect new ownership structures, business strategies, or legal developments. We offer ongoing support to update documents when needed, advise on amendments, and help implement changes smoothly. Periodic reviews and revisions keep governance responsive to growth and reduce the risk that outdated provisions will hinder operations. Having a trusted legal resource for updates simplifies the process and encourages proactive governance maintenance.
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 and sets out member rights, management arrangements, allocations, and transfer rules. Bylaws serve a similar purpose for corporations by describing board and officer responsibilities, meeting procedures, and shareholder rules. Both documents define internal governance beyond what state statutes provide, so they should reflect the company s ownership structure and operating practices. Having the appropriate document helps ensure clarity in decision making and sets procedures for changes in ownership. Tailoring these agreements to your business reduces reliance on default statutory rules that might not match how your company operates, creating clearer expectations for all parties.
Do I need an operating agreement for my LLC in Tennessee?
Tennessee does not always require an operating agreement to form an LLC, but having one is strongly recommended. Without an operating agreement, default rules in state law will control, which may not reflect owners intentions for voting, distributions, or transfers. A written agreement preserves owners rights and clarifies processes, which is particularly important when multiple members are involved. An operating agreement also helps demonstrate separation between business and personal affairs, which can support liability protections and make clear how the company should operate. It is a practical step toward predictable governance and long-term stability for the LLC.
Can governing documents prevent disputes between owners?
Governing documents can significantly reduce the likelihood of disputes by setting expectations and procedures for common issues like decision making, distributions, and transfers. Clear rules for valuation, buyouts, and approvals provide owners with predictable ways to resolve disagreements without litigation. While documents cannot eliminate all conflicts, they create structure that facilitates resolution and helps preserve working relationships. Including alternative dispute resolution methods, such as mediation or arbitration clauses, gives owners pathways to resolve issues more quickly and less expensively than formal court proceedings. These mechanisms often preserve business value and relationships better than adversarial litigation.
How often should operating agreements or bylaws be reviewed?
Operating agreements and bylaws should be reviewed whenever ownership changes, significant business activities occur, or state law changes. A general best practice is a periodic review every few years to confirm the documents reflect current practices and goals. Events like admitting investors, mergers, or leadership changes also warrant immediate review and potential amendment. Regular review ensures that governance documents continue to serve the company as it grows and faces new challenges. Staying proactive about updates reduces exposure to disputes caused by outdated or ambiguous provisions and supports smooth transitions when circumstances change.
What should a buy-sell provision include?
A buy-sell provision should state the triggers for a sale, the method for valuing the interest, the process and timeline for purchase, and payment terms. It may include rights of first refusal, mandatory buyouts after certain events, and formulas or appraisal methods to determine fair value. Clarity in these areas reduces disagreement about price and timing when an owner leaves or wishes to sell. Including funding mechanisms, such as installment payments or insurance, helps ensure buyouts are executable without jeopardizing company liquidity. Well-drafted buy-sell clauses make ownership transitions orderly and can protect the business from sudden ownership changes.
How are member disputes commonly resolved under these documents?
Many governing documents provide step-by-step procedures for addressing disputes, starting with negotiation, then moving to mediation or arbitration as agreed avenues for resolution. These staged approaches encourage parties to resolve matters without court intervention, often preserving relationships and reducing legal costs. Clear procedural requirements, such as notice and timelines, make it easier to address issues before they escalate. When disputes cannot be resolved internally, arbitration or court proceedings may become necessary, but prior agreement on procedures and remedies often streamlines such processes. Documents that anticipate common conflicts and prescribe practical resolution methods help keep owners focused on business continuity rather than protracted disputes.
Can an operating agreement override Tennessee default rules?
An operating agreement can modify many default rules under Tennessee LLC law, allowing owners to define governance and financial arrangements suited to their needs. However, certain statutory protections and public filing requirements remain in force. Careful drafting can customize voting rights, management structures, and transfer restrictions, subject to statutory limitations. Reviewing the interplay between your desired provisions and state law is important to ensure enforceability. We help clients craft language that achieves their objectives while remaining consistent with Tennessee statutory requirements and recognized legal principles.
How do transfer restrictions help protect a business?
Transfer restrictions limit who may acquire ownership and under what terms, which helps maintain control, culture, and long-term plans of the business. By requiring approvals or rights of first refusal, transfer provisions prevent unwanted outside parties from becoming owners and protect minority interests. They also provide a predictable process when transfers are necessary, reducing the chance of disruptive ownership changes. Clear transfer rules also support valuation and buyout mechanics by setting expectations for how and when interests may change hands. Well-defined restrictions facilitate smoother transitions and preserve operational stability during ownership changes.
What role do bylaws play in corporate governance?
Bylaws set out the internal management rules for a corporation, including director and officer duties, meeting procedures, committee powers, and shareholder rights. They provide structure for corporate governance that complements statutory requirements and shareholder agreements. Proper bylaws support effective oversight and clarify how directors and officers should act and make decisions. Bylaws also facilitate interactions with third parties by documenting authority to enter contracts or open accounts. Maintaining up-to-date bylaws and records helps show that corporate formalities have been observed, which can be important for legal and financial credibility.
How long does it take to draft or revise governing documents?
The time required to draft or revise governing documents depends on complexity. A relatively straightforward template review and minor revisions can often be completed in a few weeks. For more complex ownership structures, investor protections, or customized buy-sell arrangements, the process may take longer as owners provide input and negotiate terms. Scheduling time for review by all owners is an important part of the timeline. We work to balance efficiency with careful drafting and client collaboration. Timelines typically include initial consultation, draft preparation, review cycles, and finalization, and we provide estimated timelines based on the level of customization and the availability of client decision makers.