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The following is a sample of LLC bylaws. Although similar to an operating agreement, the bylaws are slightly different.

Bylaws can be as long or short has you need them to be. Although they can get very detailed, it always covers a few main topics like; who will run the llc, membership rights, and elected offices. You can copy or download the sample llc bylaws and use them as a template. All the forms on this site are free and ready for immediate download.

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This Exhibit A is a part of that certain Operating Agreement of ______________________ , LLC executed on the ______ day of _______________ , (year)______ and is incorporated therein by reference.

The following Bylaws shall govern the addressing and behavior of meetings of Members and Managers of the Company.


1.1 Annual Meetings of Members:

An annual meeting of the Members of the Company will be held at such time and date at the primary office of the Company or at such other place as shall be specified by the Managers from time to time and declared in the notice of the meeting. The purposes of the annual meeting do not need to be specifically listed in the notice of such meeting.

1.2 Special Meetings of Members:

Special meetings of the Members may be called by any Manager or by holders of not less than fifty percent (50%) of all the Membership Interests. Business transacted at all special meetings will be limited to the purposes stated in the notice.

1.3 Notice of Meetings of Members:

Written notice designating the place, day and hour of the meeting and in the case of special meetings, stating the purposes for which the meeting is being called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each Member entitled to vote at such meeting.

1.4 Quorum; Actions by Members:

A Majority in Interest of the Members shall constitute a quorum at all meetings of the Members. Once a quorum is present at a meeting of the Members, the subsequent withdrawal from the meeting by any Member prior to adjournment or the refusal of any Member to vote shall not affect the presence of a quorum at the meeting. However, if such quorum shall not be present at the opening of any meeting of the Members, the Members eligible to vote at such meeting will have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the holders of the required amount of Membership Interests shall be present or represented. Except for a matter for which the affirmative vote of the holders of a greater portion of the Membership Interests eligible to vote is required by law, the Articles of Organization or this Agreement, the act of Members shall be the affirmative vote of a Majority in Interest of all the Members represented and voting at the meeting.

1.5 Action Without a Meeting:

All actions of the Members provided for herein may be taken without a meeting by written consent signed by all Members eligible to vote on such action.


2.1 Meetings of Managers:

In the event the Company has more than one manager, the Managers may hold meetings, both regular and special, for the conduct of the Company's business at the primary office of the Company or at such other place designated in the notice of the meeting.

2.2 Notice of Meetings:

The Managers may meet at such intervals and at such times as they schedule. Any scheduled meetings of Managers may be held without notice. Special meetings of the Managers may be called at any time by no less than one-third of the serving Managers for any purpose or purposes. Notice of such special meetings, unless waived by attendance, or by written consent to the holding of the special meeting, will be given at least five (7) days before the date of such meeting to all Managers not calling the meeting, and will state the date, hour, and location of the special meeting, and its purpose or purposes. Absent the written consent of a majority of the Managers to take other action, the business transacted at such special meeting will be limited to such purpose or purposes as stated in the notice.

2.3 Quorum; Action by Managers:

A majority of the Managers shall be necessary to constitute a quorum for the transaction of business. Every decision made by a Majority of the Managers present at a meeting held at which a quorum is present shall be regarded as the act of the Company, unless a greater number is required by law or by the Articles of Organization. A majority of the Managers present may adjourn any Managers' meeting to meet again at a stated date and hour.

2.4 Action Without a Meeting:

Any action which under any provision of the Act or this Agreement is to be taken at a meeting of the Managers may be taken without a meeting by written consent signed by all Managers who would be eligible to vote upon such action at a meeting. Such written consent must be kept with the records of the Company.

We hope these sample llc bylaws are helpful.