In the process of drafting comprehensive wills and trusts, I carefully account for every asset and plan for any tax burdens that may arise, often facilitating a much smoother inheritance for the heirs of my clients. Not only am I better able to run my own practice than I otherwise would be; I am able to help other small business owners fulfill their dreams, as well.
I am a young attorney with four years' experience in real estate transactions, fund formation, and general corporate transactional work. I stayed around Champaign for law school and graduated in I then worked at a big law firm in downtown Chicago. It was boring, so I quit in early I thought that I could not be happy practicing law - I was wrong. After I quit the traditional law firm life, I began representing my own clients.
I realize now that I love helping normal people, small business owners, and non-profits address a variety of legal issues. I hope to hear from you.
I graduated from Harvard Law School and worked first for a federal judge and then a leading DC firm before starting a firm with a law school classmate. After 21 years as an in-house attorney for both large and small organizations, I formed Osensky Law in to bring my unique in-house counsel insights to entrepreneurs and smaller businesses.
Unlike a traditional law firm, my focus is on delivering the kind of legal support a business wants and needs - not just technically correct legal advice, but strategic problem-solving with a focus on providing business value to clients.
This unique combination of experience allows me to bring together the best practices of all of them. I have led multi-disciplinary teams to achieve important business goals and have successfully negotiated many multi-million dollar deals.
Now, as a business owner myself, I can relate to my clients and understand the challenges they face. I have an established reputation for providing practical advice and perspectives based on my legal training combined with over 20 years of practical hands-on experience as a business lawyer and leader. Today, with my firm Osensky Law, I advise clients on starting a new business, buying or selling a small business, and doing business with contracts.
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I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier. What is a Corporation? What Does Terminated Mean? What Are Securities? Resource Guides. Most Recent Questions. Breach of contract? Review of severance agreement and decision to contest How. I am a resident of Florida?
What are your fees in Miami? Home Types of Contracts Corporate Bylaws. Jump to Section. Need help with a Corporate Bylaws? What are Corporate Bylaws? How Bylaws Work Corporate bylaws are usually written by the owners of the company. Do Corporations Need Bylaws? Meet some lawyers on our platform. In a lawsuit, loan application, or other business dealings, you can point to your bylaws as evidence that you're following proper corporate rules in running your enterprise.
Drafting Corporate Bylaws The process of creating bylaws usually happens along with, or soon after, the articles of incorporation. Basic Corporate Information The bylaws should include your corporation's formal name and the address of its main place of business. Officers Officers are in charge of running the business day to day and are usually appointed by the directors.
Shareholders Shareholders own stock in the company. Committees If your corporation will have committees, your bylaws can identify the committees and describe their responsibilities. Meetings The board of directors and shareholders must meet at least annually, and the directors may also hold special meetings. Conflicts of Interest Board members have an obligation to place the company's interests ahead of their own, but conflicts can arise if one of your directors has a financial stake in another company you're doing business with.
Amendment Your bylaws should also explain the procedure for amending the bylaws, including the way that notice of a potential amendment should be given and the way amendments can be voted on and approved. About the Author Jane Haskins, Esq. Related Topics. Facebook Twitter. This portion of the site is for informational purposes only. The content is not legal advice. The statements and opinions are the expression of the author, not LegalZoom, and have not been evaluated by LegalZoom for accuracy, completeness, or changes in the law.
You may also like. Managing Your Business Writing Your Corporate Bylaws Your corporation's bylaws provide the basic operating instructions for how you will do business.
Managing Your Business Using a Conflict of Interest Clause If a conflict of interest arises for an employee or member of your company, it can cause serious problems. Managing Your Business Key Tips to Keeping Corporate Minutes Follow these tips for writing effective corporate minutes to ensure your business doesn't risk losing the advantages of operating as a corporation. Managing Your Business Fiduciary Responsibility of a Nonprofit Board In addition to the responsibility to act ethically, there are three main fiduciary duties board members must comply with.
For example, they could be quarterly or the second Tuesday of every month at 7 pm at the head office. Corporations may wish to include provisions for meetings taking place virtually or specify whether directors can take action by written consent if state law allows.
The bylaws should also include how many directors must be present to make a quorum. Typically, a simple majority of directors constitutes a quorum, but the bylaws can specify otherwise. Common committees include executive and nominating committees, but corporations can create any committee in line with its purpose or goals.
The board of directors selects officers to manage the daily operations of the company. Most corporations will have a chief executive officer, chief operations officer, and chief financial officer. Shareholders, or stockholders, are owners of the company who have exchanged assets for shares or stocks. Companies should include information about shareholder meetings in the corporate bylaws, including:.
Depending on state law, corporations can also include provisions for shareholders to take action by written consent. Likewise, if you have a fundraising expert on your board, he or she can lead the fundraising committee. A committee can, therefore, be created around a board member who has the specific skill set needed to solve a particular problem.
Its function is not to make binding decisions but to recommend to the board what decisions should be made. There are essentially two types of committees that can be established by your board of directors: standing committees or ad hoc committees.
Standing committees are committees that are running all the time, while ad hoc committees are those that are created around a given issue or problem and then dissolved when the issue has been resolved. Your corporation should not do business until it has issued stock to its shareholders.
Here you will explain how the issuance of stock certificates will proceed, who will be entitled to receive stock in the company, the different classes of stock that will be issued and to whom, and how the transfers of stock shall be made.
Stock or equity in a corporation comes in the form of shares. Each share represents a percentage of ownership in the corporation. There are fundamentally two types of stock that can be offered by a corporation — common stock and preferred stock — and each has a different set of ownership rights associated with it. These rights are referred to as preferences. Preferred stock, as the name implies, generally comes with a lot more preferences than common stock.
Some of these preferences include the following:. Preferred stockholders generally have more power than common stockholders in terms of corporate involvement.
Furthermore, when a company is liquidated or sold, preferred stockholders will be paid before common stockholders see any money. Your bylaws should include provisions for electing and appointing officers, and to specify whether or not these officers will be board members and what responsibilities they will have. Officers are generally employees of a corporation, although they don't always have to be.
They oversee the day-to-day operation of the corporation and report directly to the board of directors. They are usually elected or appointed annually by the board, and may typically be removed at any time if it is in the best interest of the corporation.
The various officers of a corporation typically include at least a president, one or more vice presidents, a secretary, and a treasurer. Also, unless specified otherwise in your bylaws, an individual can be both an officer and a director, and may hold more than one office, as long as it is not both president and secretary.
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