Comprehensive Guide to Operating Agreements and Corporate Bylaws
At Jay Johnson Law Firm serving Spencer and Van Buren County, we help business owners draft and review operating agreements and corporate bylaws that reflect how a company will operate and how decisions will be made. These foundational documents cover ownership interests, management roles, voting rules, allocation of profits and losses, transfer restrictions, and procedures for dissolution. Thoughtful drafting can reduce the chance of later disputes and provide clear paths for resolving disagreements when they arise. Whether you are forming a new entity or updating existing governance documents, clear written rules offer stability and predictability for owners and managers.
Operating agreements and bylaws are practical documents that translate business intentions into enforceable procedures and terms. They clarify day-to-day governance and long-term expectations, including who has authority to sign contracts, how profits are distributed, how new members are admitted, and how deadlocks are resolved. Well-drafted documents also support the companys limited liability protections by demonstrating that owners and managers follow corporate formalities. For residents of Spencer and nearby towns in Tennessee, having these documents prepared with local practice in mind helps align state filing requirements, tax considerations, and owner goals into a manageable governance structure.
Why Strong Operating Agreements and Bylaws Matter for Your Business
A clear operating agreement or set of bylaws reduces uncertainty among owners, defines managerial authority, and sets expectations for capital contributions, distributions, and transfers. These documents can prevent disputes by spelling out procedures for voting, buyouts, and member departures, and they often include provisions for resolving conflicts without resorting to litigation. In addition, properly documented governance helps preserve liability protections by showing that the business observes formalities. For businesses in Spencer, a reliable agreement tailored to the companys size and goals provides practical benefits such as streamlined decision-making, better investor relations, and a roadmap for growth and succession.
About Jay Johnson Law Firm and Our Business Guidance
Jay Johnson Law Firm serves business clients across Tennessee, including Spencer and Van Buren County, providing hands-on assistance with business formation, operating agreements, and corporate bylaws. Our team focuses on listening to owner priorities and translating those priorities into clear, enforceable documents. We bring practical experience advising small businesses, family enterprises, and closely held companies on governance, ownership transitions, and dispute prevention. Our work balances legal requirements and commercial realities so owners can focus on running their business while relying on governance documents that reflect their intentions and reduce future friction.
Understanding Operating Agreements and Bylaws
An operating agreement governs the internal affairs of a limited liability company, while corporate bylaws set rules for how a corporation will be run. Both types of documents address ownership interests, management powers, voting procedures, meeting protocols, and financial arrangements. They also outline how transfers of ownership will be treated and what happens if an owner dies, becomes incapacitated, or wants to leave. For businesses in Spencer, tailoring these documents to reflect family dynamics, investor expectations, or multi-member partnerships helps avoid future disagreements and supports continuity when circumstances change.
Drafting or updating governance documents involves more than boilerplate language. It requires attention to the companys ownership structure, tax treatment, future plans for capital raising, and preferences around decision-making speed and formality. Certain provisions, like buy-sell terms, deadlock resolution methods, and restrictions on transfers, can materially affect an owners rights and the companys ability to survive disruptive events. A carefully written agreement or set of bylaws brings clarity to day-to-day operations while preserving flexibility for strategic change when owners agree to it.
What Operating Agreements and Bylaws Include
Operating agreements and bylaws set out core governance topics such as membership or shareholder rights, manager and director responsibilities, voting thresholds, meeting requirements, and procedures for issuing or transferring ownership interests. They often include financial provisions addressing capital contributions, distributions, allocation of profits and losses, and bookkeeping obligations. Other common clauses address indemnification, limitations on authority, dispute resolution mechanisms, and how amendments are adopted. The specific structure and clauses should reflect the businesss size, culture, and goals, ensuring the document is practical and enforceable under Tennessee law.
Key Elements and Common Drafting Processes
Preparing a robust operating agreement or bylaws involves reviewing the companys current operations, interviewing owners about expectations, and identifying foreseeable scenarios that need guidance. Common elements to cover include ownership percentages, management and voting rights, meeting notice and quorum requirements, transfer restrictions and buyout remedies, dispute resolution steps, and dissolution procedures. The drafting process should include a review period where owners can provide input, followed by revisions and a final execution step where documents are signed and retained with corporate records. Periodic reviews keep governance aligned with growth and ownership changes.
Key Terms and Glossary for Business Governance
Understanding governance terminology helps business owners make informed choices when drafting operating agreements or bylaws. Terms such as manager-managed, member-managed, voting thresholds, transfer restrictions, buy-sell provisions, and quorum can have significant consequences for control and liquidity. A glossary of commonly used phrases clarifies how those terms operate in practice and how they interact with state law. Taking time to define terms clearly prevents ambiguity and ensures that the document means the same thing to all parties involved, reducing disagreements rooted in differing interpretations.
Operating Agreement
An operating agreement is the written contract among members of a limited liability company that governs the companys internal operations and sets forth member rights and obligations. It covers management structure, capital contributions, profit and loss allocation, voting rules, transfer restrictions, and procedures for admitting or removing members. The agreement can also include dispute resolution steps and buyout provisions. For businesses in Spencer, a clear operating agreement tailored to the members vision helps guide decisions, protect limited liability status, and provide a plan for transitions in ownership or leadership.
Bylaws
Bylaws are the internal rules adopted by a corporations board of directors and shareholders that govern the companys management and decision-making processes. Bylaws typically address director appointment, meeting schedules, officer duties, voting procedures, and records retention. They complement the articles of incorporation by detailing how the corporation will function internally. Properly drafted bylaws help maintain consistent governance and clarify responsibilities among directors, officers, and shareholders, which is particularly important when ownership changes or disputes emerge.
Buy-Sell Provision
A buy-sell provision outlines the terms under which an owner may sell or transfer their ownership interest and the process for buying out that interest. These provisions commonly set valuation methods, establish triggers for mandatory buyouts such as death or disability, and may include rights of first refusal for other owners. Well-crafted buy-sell language reduces uncertainty about price and process, helps preserve business continuity, and protects remaining owners from undesirable third-party transfers.
Transfer Restrictions
Transfer restrictions limit how and when ownership interests can be sold or assigned, often requiring approval from other owners or offering them the first opportunity to purchase the interests. Common mechanisms include right of first refusal, consent requirements, and limitations on transfers to competitors. These provisions help control who can become an owner and protect the companys culture, operations, and strategic direction by preventing unwanted or disruptive transfers.
Comparing Limited and Comprehensive Governance Approaches
When creating governance documents, owners choose between a limited approach that addresses only essential matters and a comprehensive approach that anticipates numerous scenarios. A limited approach may suit very small ventures or closely aligned partners who want a simple, low-cost agreement to cover immediate needs. A comprehensive approach is appropriate where owners want detailed guidance on transfers, succession, deadlocks, valuation, and dispute resolution. Comparing these options involves weighing current costs and convenience against the potential for future disputes or growth that could make more complex provisions desirable.
When a Focused, Minimal Agreement Makes Sense:
Small, Closely Aligned Ownership Groups
A pared-down operating agreement can be suitable when a small group of owners shares trust and common goals and the business is unlikely to seek outside investors in the near term. In these cases, owners may prefer simpler rules that document basic management authority, capital responsibilities, and distribution practices without extensive valuation mechanisms. Simplicity reduces initial cost and administrative burden while still providing a record of agreed-upon governance. It is important, however, to revisit the agreement if circumstances change, such as adding new owners or seeking outside capital.
Low-Risk, Low-Complexity Operations
Businesses with straightforward operations, minimal outside investment, and predictable cash flows may benefit from a shorter agreement that focuses on daily management and basic owner rights. For such entities, detailed transfer restrictions or sophisticated valuation formulas may be unnecessary. The goal is clear documentation of roles and financial arrangements without the expense of addressing unlikely contingencies. Owners should still ensure key protections are in place to maintain liability shields and to document how business decisions will be made in routine circumstances.
Why a Comprehensive Governance Agreement May Be Preferable:
Growth, Investors, and Ownership Changes
When a business plans to expand, accept outside investors, or undergo ownership changes, a more detailed operating agreement or bylaws can prevent future disputes by setting clear rules for valuation, investor rights, transfer approvals, and dilution. Comprehensive governance documents also facilitate smooth onboarding of new owners and protect the companys strategic direction. Investing time upfront to address potential future events reduces the risk of costly disagreements and enables owners to pursue growth with a shared understanding of how major decisions will be handled.
Complex Ownership Structures and Family Businesses
Family-owned companies or businesses with layered ownership, multiple classes of interests, or special voting arrangements benefit from thorough governance provisions. Detailed agreements can provide succession planning, specify differing rights between member classes, and set mechanisms for resolving deadlocks or competing priorities. These provisions are especially helpful to preserve family relationships and business continuity by creating predictable processes for transfer, valuation, and management transitions when personal circumstances change.
Benefits of Taking a Comprehensive Governance Approach
A comprehensive operating agreement or set of bylaws can reduce ambiguity, minimize the risk of disputes, and provide a clear framework for addressing ownership transitions, governance disputes, and unexpected events. Detailed provisions for valuation, buyouts, and dispute resolution enable owners to resolve issues internally rather than resorting to litigation. For businesses in Spencer and across Tennessee, these benefits support long-term stability, protect relationships among owners, and make the company more attractive to potential investors by demonstrating orderly governance practices.
Comprehensive documents also help preserve limited liability protections by documenting that the business operates according to formal procedures and that ownership and management roles are clearly defined. When disputes arise, a well-drafted agreement provides a roadmap for resolution and can often reduce the time and expense involved in negotiating a solution. Additionally, thoughtful governance provisions can address tax planning considerations, decision-making efficiency, and continuity planning so that the business is prepared for both expected and unforeseen changes.
Clarity and Reduced Disputes
When ownership, authority, and financial arrangements are documented clearly, there is less room for misunderstanding or disagreement. Comprehensive agreements define processes for voting, meetings, and transfers, as well as procedures for handling deadlocks or disputed decisions. This clarity helps owners focus on operations and growth rather than spending time resolving internal conflicts. In many cases, a detailed agreement allows owners to resolve issues according to agreed rules, preserving working relationships and reducing the chance of costly court involvement.
Continuity and Preparedness
Comprehensive governance documents prepare a business for transitions such as ownership transfers, retirement, or the death of an owner by providing clear buyout mechanisms and succession plans. Having these provisions in place ensures an orderly transition and helps maintain operations with minimal disruption. This preparedness also supports strategic decisions like bringing in outside capital or restructuring ownership, since investors and lenders often expect clear governance and predictable procedures for management and ownership changes.
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Practical Tips for Operating Agreements and Bylaws
Define key terms clearly
Use precise definitions for terms such as ownership interest, voting majority, quorum, and transfer to prevent differing interpretations later. Clear definitions reduce ambiguity in contract language and ensure all parties share the same understanding of important concepts. When owners agree on definitions at the outset, it becomes easier to apply provisions consistently. This approach also helps outside advisors and courts interpret the agreement according to the parties intent, which can be valuable if a dispute arises years after the document is signed.
Address transfers and valuation up front
Review and update periodically
Treat operating agreements and bylaws as living documents that should be reviewed as the business grows, new owners join, or strategic priorities change. Periodic updates ensure the governance framework aligns with current operations, tax considerations, and ownership structures. Regular reviews also provide an opportunity to incorporate lessons learned from operating the business and to refine dispute resolution and succession provisions. Keeping documents current reduces surprises and strengthens the companys ability to adapt to new circumstances with a shared plan.
When to Consider Drafting or Updating Governance Documents
Consider drafting or updating an operating agreement or bylaws when forming a new company, admitting new owners, changing management structure, or preparing for a sale or succession. Other triggers include recognizing recurring disputes about authority or distributions, planning for tax or investment events, or wanting to formalize informal practices. Addressing governance matters proactively reduces ambiguity about roles and expectations, helping owners make decisions with confidence and protecting the businesss long-term viability in a way that aligns with Tennessee law and the owners shared objectives.
Periods of growth or restructuring are especially important times to review governance documents. Bringing in outside investors, issuing new classes of interests, or expanding into new markets can introduce new dynamics that a basic agreement may not address. Updating bylaws or an operating agreement before changes become urgent preserves stability and can make future transactions smoother. A carefully timed review ensures that governance supports strategic goals rather than reacting to crises, and it helps owners maintain orderly records that reflect actual practices and decision-making protocols.
Common Situations That Prompt Governance Work
Owners often seek drafting or revision services when adding partners, preparing a buyout, experiencing disputes, planning succession, or pursuing outside financing. Family businesses frequently require provisions for ownership transfer and continuity to prevent personal issues from disrupting operations. Companies anticipating a sale or investor round benefit from clear governance that supports due diligence and valuation. Even routine concerns like clarifying officer duties or documenting meeting procedures can be resolved through thoughtful bylaws or operating agreements tailored to the companys needs.
New Business Formation
When founding a new company, drafting an operating agreement or bylaws should be part of initial planning to set ownership percentages, capital contributions, and management roles. Early agreement on these matters reduces later conflict and provides a framework for decision-making during the important early months and years. New businesses that document their governance from the outset are better positioned to preserve liability protections and to present orderly records for banking, licensing, or investor review, which can simplify growth and operational logistics.
Ownership Changes and Buyouts
When an owner plans to leave, retire, or transfer their interest, a clear buyout and valuation process in the agreement prevents disputes and ensures a predictable outcome. Buy-sell provisions, rights of first refusal, and defined valuation mechanisms give owners a roadmap to follow during transitions. These provisions protect remaining owners by limiting unwanted transfers and help departing owners receive fair value for their interest, all while minimizing interruptions to the companys operations and relationships with customers and suppliers.
Disputes and Deadlocks
Recurring disagreements about management decisions, distributions, or strategic direction often reveal gaps in governance that can be addressed through clearer agreements. Provisions for resolving deadlocks, appointing tie-breakers, or engaging mediation and arbitration help avoid escalations that can damage the business. Implementing dispute resolution steps within bylaws or operating agreements gives parties a structured way to handle conflicts and preserves working relationships by promoting resolution within a framework the owners previously agreed upon.
Local Legal Assistance for Spencer Businesses
Jay Johnson Law Firm provides local guidance to business owners in Spencer and across Van Buren County on operating agreements, corporate bylaws, and related governance matters. Our approach emphasizes clear communication and practical documents that reflect how the business actually operates and what the owners want to achieve. By working with local counsel familiar with Tennessee law and the needs of small and family-owned businesses, owners gain governance documents that protect interests, support operations, and prepare the company for future growth or change.
Why Work with Jay Johnson Law Firm for Governance Documents
We focus on creating governance documents that are practical, clearly written, and aligned with each businesss goals. Our process starts with listening to owners to understand priorities, then translating those priorities into enforceable provisions that address management, transfers, dispute resolution, and succession. For businesses in Spencer and the surrounding region, we provide realistic planning that considers local practices, tax implications, and likely future scenarios so owners can make informed choices about structure and control.
Our work includes drafting, reviewing, and updating operating agreements and bylaws to match a companys evolving needs. We help clients anticipate common friction points, recommend practical provisions to reduce conflict, and document processes for decision-making and financial distributions. Clear governance documents can prevent costly misunderstandings and provide a reliable framework for owners to operate within, whether the company is staying small, preparing for growth, or planning a transition.
We also assist with implementing buy-sell mechanisms, transfer restrictions, and valuation methods that reflect owner priorities for fairness and continuity. When disputes arise, having a preexisting agreement often allows owners to resolve matters according to agreed procedures rather than through public litigation. For Spencer businesses that value predictability and orderly governance, having well-crafted operating agreements and bylaws in place supports business continuity and owner relationships.
Contact Jay Johnson Law Firm for Governance Guidance in Spencer
How We Draft and Implement Governance Documents
Our process begins with a detailed intake to understand the business structure, owner goals, and foreseeable events that should be addressed. We review existing documents and corporate records, identify gaps, and suggest practical provisions tailored to the companys needs. Drafts are circulated to owners for comment and revised until the parties are comfortable with the terms. After execution, we provide signed copies and recommendations for recordkeeping, annual review, and triggering future amendments to keep governance aligned with development.
Initial Review and Goal Setting
Step one involves gathering information about the companys formation documents, ownership structure, financial arrangements, and the owners priorities for governance and continuity. We ask about anticipated growth, potential investors, family involvement, and succession preferences to ensure documents cover relevant scenarios. This phase establishes the foundation for drafting provisions that reflect both current operations and likely future needs while aligning with Tennessee statutory requirements and practical business considerations.
Document and Ownership Assessment
We review formation documents, past amendments, capital contribution records, and any previous agreements that affect governance rights. Understanding existing obligations and any conflicting terms is essential to drafting coherent documents. This assessment uncovers issues such as ambiguous ownership percentages, undocumented capital loans, or outdated provisions that should be clarified or replaced to reflect current realities and owner intentions.
Owner Interviews and Priority Setting
We conduct interviews with owners to identify priorities around control, distributions, transferability, and dispute resolution. These conversations help shape provisions that balance flexibility for operations with protections for ownership continuity. Establishing priorities early ensures the resulting document addresses what matters most to the owners and reduces the need for future revisions driven by misunderstandings.
Drafting and Review
During drafting, we translate owners priorities into clear, enforceable provisions and create a draft document for owner review. We focus on plain language that reduces ambiguity while capturing necessary legal detail. The draft includes definitions, management structures, voting rules, financial provisions, transfer mechanisms, and dispute resolution steps. Owners review the draft, propose changes, and we revise until the document accurately reflects agreed terms and practical business functioning.
Draft Preparation
Draft preparation converts the agreed framework into precise contract language that sets expectations and obligations. We include sections for management authority, voting thresholds, meeting procedures, financial distributions, and transfer limitations. The goal is to anticipate common issues and provide workable processes that owners can follow, reducing uncertainty and promoting consistent governance in daily operations.
Feedback and Revision
After the initial draft, owners provide feedback on specific clauses and practical implications. We discuss trade-offs and suggest alternative language where needed to balance flexibility and protection. Revisions reflect owner input and aim to produce a document that is clear, acceptable to all parties, and effective for real-world operations, with language that aligns with Tennessee law and business practices.
Execution and Recordkeeping
Once the final document is approved, owners execute the agreement and we advise on proper recordkeeping steps. Signed documents should be stored with corporate records, and owners should be reminded of any ongoing formalities like annual meetings, minutes, and capital contribution tracking. We also recommend a schedule for periodic review to ensure the governance documents remain current as the business evolves.
Signing and Filing Recommendations
We guide owners through the signing process and advise about any filings or notices appropriate under Tennessee law. While operating agreements and bylaws are generally internal documents, certain changes may require updating state filings or providing documentation to banks and investors. Proper execution and distribution of the final documents reduce confusion and bolster the companys governance records.
Ongoing Maintenance
After execution, we recommend retaining the agreement in the corporate record book and scheduling periodic reviews or updates as the business changes. Ongoing maintenance includes documenting amendments, tracking capital contributions, and holding required meetings. Regular attention preserves the value of good governance and keeps owners aligned as goals and circumstances shift over time.
Frequently Asked Questions About Operating Agreements and Bylaws
What is the difference between an operating agreement and bylaws?
An operating agreement is used by limited liability companies to set out management structure, member rights, and financial arrangements, while bylaws are adopted by corporations to govern board and shareholder procedures. Both describe how the business will operate internally, but they apply to different entity types and use slightly different terminology. The choice between them depends on the entity form chosen at formation and the specific needs of the owners. Having the right document for your entity type clarifies roles, authority, and processes for decision-making.Both documents should reflect the companys practical operations and owner preferences. They are not merely formalities and can play an important role when disputes arise or when dealing with banks, investors, or potential buyers. Preparing governance documents early and tailoring them to business realities provides a record of agreed procedures and reduces confusion over authority and financial expectations.
Do I need an operating agreement if I formed an LLC in Tennessee?
While Tennessee law does not always require an operating agreement to form an LLC, having one is strongly advisable to define member relationships, management authority, and financial practices. Without a written agreement, default state rules govern many aspects of the companys operations, which may not match owner intentions. A written agreement preserves flexibility and clarifies expectations on issues like profit distribution, voting, and transfer of interests.Creating an operating agreement also helps protect limited liability by demonstrating that the business follows formal internal procedures. For any LLC expecting growth, outside investment, or multiple owners, a written agreement reduces future uncertainty and makes it easier to manage ownership transitions and disputes in a structured way.
Can operating agreements and bylaws be changed later?
Yes, operating agreements and bylaws can be amended as the business changes, subject to the amendment procedures set out within the documents themselves. Typical amendment requirements include approval by a specified majority or supermajority of owners or directors, and written consent is recommended to avoid misunderstandings. Updating governance documents should follow the rules set forth in the original text to ensure changes are valid and enforceable.Periodic revision is a best practice, especially after admitting new owners, completing significant financing, or changing management structure. Documented amendments should be retained in the corporate records so there is a clear history of governance decisions and the current authoritative version is readily accessible for owners and advisors.
How do buy-sell provisions work in these documents?
Buy-sell provisions establish the process for buying out an owner under specified events such as death, disability, retirement, or desire to sell. These clauses typically set valuation methods, set timelines for offers, and may give remaining owners rights of first refusal to purchase the departing owners interest. A clear buy-sell clause reduces the chance of disputes and provides a smoother transition by specifying how prices are determined and how transfers are handled.Valuation mechanisms vary and can include fixed formulas, appraisal processes, or negotiated pricing. The chosen method should reflect the owners comfort with fairness, administrative burden, and cost. Thoughtful buy-sell language balances the interests of departing and continuing owners and supports business continuity during ownership transitions.
What happens if owners do not have written governance documents?
Without written governance documents, state default rules govern many internal matters, which can lead to outcomes owners did not intend and create ambiguity about authority, profit sharing, and transfer rights. Lack of written agreements also increases the likelihood of disputes and may complicate relationships with banks, investors, and potential buyers. Owners who rely on oral understandings risk disagreements that are harder to resolve without a documented framework.Having written documents reduces uncertainty by clarifying roles, financial responsibilities, and dispute resolution mechanisms. Even small companies benefit from documenting basic procedures to prevent conflicts and ensure that decisions reflect the owners shared intentions rather than unclear assumptions.
Should family businesses include succession planning in their agreements?
Yes, including succession planning provisions is advisable for family businesses to address how ownership and management will pass between generations or in the event of an owners incapacity. Succession language can specify buyout terms, criteria for management appointments, and steps to ease transitions while preserving family relationships and business continuity. Clear planning reduces the chance of surprises and conflict at emotional times when business continuity is most important.A well-considered succession plan balances fairness to family members with the operational needs of the business, outlining valuation methods, timing, and potential tax implications. Incorporating these elements into bylaws or an operating agreement provides a transparent, agreed-upon roadmap for the future.
How do transfer restrictions protect the business?
Transfer restrictions prevent unwanted third parties from becoming owners by requiring consent, rights of first refusal, or other approval mechanisms before an ownership interest can be sold. These provisions help current owners control who joins the company and protect the businesss culture and strategic direction. They are particularly useful for closely held companies where maintaining internal cohesion and trust among owners is important.Including transfer restrictions also provides a predictable process for handling proposed transfers and competitive concerns, reducing the risk of disruptions from unknown or undesirable buyers. Clear transfer rules contribute to stability and provide a mechanism for orderly ownership changes when they are necessary.
Will these documents affect taxes or accounting?
Governance documents can have implications for tax treatment and accounting practices because they define profit and loss allocations, distributions, and capital accounts. For example, the way profits are allocated among members in an operating agreement affects tax reporting and the partners or members responsibility for income tax. It is important to coordinate governance language with tax planning to ensure the documents reflect both legal and financial objectives.When drafting provisions that impact financial arrangements, consider consulting with tax and accounting advisors so that the governance terms align with the companys tax strategy and recordkeeping needs. Clear accounting provisions in the agreement also help prevent disputes over distributions and financial reporting.
How often should governance documents be reviewed?
Governance documents should be reviewed whenever there are meaningful changes in ownership, management, business operations, or strategy, and at regular intervals such as annually or biennially for growing companies. Reviews ensure that provisions for capital contributions, distributions, transfer restrictions, and succession remain aligned with current realities. Regular review avoids surprises and helps owners proactively amend the agreement when necessary rather than reacting to crises.A scheduled review also allows owners to incorporate lessons learned from business operations and adjust governance to support new goals such as seeking investors, expanding markets, or preparing for a sale. Keeping documents current preserves clarity and supports orderly decision-making.
How can I get started with drafting or updating my operating agreement or bylaws?
To get started, gather any existing formation documents, shareholder or member records, and notes on owner expectations and desired outcomes. Contact a local business attorney to discuss your business structure, ownership plans, and any foreseeable events that should be addressed in governance documents. An initial consultation will identify priority issues and outline a drafting process that fits your needs and timeline.After the initial meeting, the attorney typically reviews documents, interviews owners, prepares a draft, and revises the agreement based on owner feedback. Executing and retaining the signed documents with corporate records completes the process, and the attorney can recommend a schedule for periodic review and updates.