Draft Bylaws For Post

---
name: post-series-a-delaware-bylaws
task_id: corporate-governance/draft-bylaws-for-post
description: Execution-ready bylaws for a Delaware corporation following a financing, incorporating board composition from transaction documents, mandatory indemnification and advancement provisions, exclusive forum clauses, and a structured amendment regime, with a cover memo flagging cross-document discrepancies.
activates_for: [planner, solver, checker]
---

# Skill: Delaware Corporation Bylaws for Post-Series A Company

## 1. Subject-matter triage
- Treat the bylaws as the primary deliverable and the cover memo as secondary.
- Draft the bylaws first, then the memo after the bylaws are complete and internally consistent.
- If the source set includes a charter, term sheet, voting or rights agreements, and ancillary governance documents, reconcile them as a single control set before drafting.
- If multiple documents address board designation, forum, officer roles, indemnification, or amendment rights, identify the governing document hierarchy before writing operative text.

## 2. Failure modes the skill is correcting
- Drafting bylaws that diverge from the board composition and director designation mechanics reflected in the financing documents.
- Using permissive or qualified indemnification language where mandatory protection and advancement are intended.
- Omitting one or both exclusive forum provisions, or collapsing internal-affairs and federal-securities claims into a single clause.
- Drafting amendment mechanics that allow unilateral board changes to provisions meant to protect investor or director rights.
- Failing to include a workable officer structure, appointment/removal mechanics, and authority framework.
- Overlooking charter-level anti-takeover treatment or duplicating it inconsistently in the bylaws.
- Missing cross-document inconsistencies in share structure, par value, venue, quorum, or governance timing obligations.
- Producing a memo that summarizes drafting choices without identifying open items, conflicts, and resolution paths.

## 3. Legal frameworks / domain conventions that apply
- Delaware General Corporation Law governs bylaws, stockholder and board action, officer authority, meetings, indemnification, advancement, emergency bylaws, and forum selection provisions.
- DGCL §§ 109, 141, 144, 145, and related provisions supply the baseline for bylaw power, board authority, and indemnification and advancement mechanics.
- Mandatory indemnification language should track the fullest indemnification authority permitted by DGCL § 145, while preserving any contractual or charter-based limits.
- Advancement provisions should require an undertaking to repay amounts if indemnification is later unavailable, consistent with DGCL § 145.
- Exclusive forum provisions should separately address internal affairs claims under Delaware law and federal securities claims in federal court, using clear, non-overlapping drafting.
- The charter controls authorized shares, classes, preferences, and par value; bylaws should not restate or alter charter economics, but should remain consistent with them.
- Anti-takeover defaults, if addressed at all, must be checked against the certificate of incorporation and any investor-side governance agreements before being repeated in the bylaws.
- Amendment provisions should be bifurcated: ordinary provisions may be board-amendable, while investor-protective or director-protective provisions require stockholder approval and, where appropriate, a heightened voting threshold.
- Officer provisions should state required offices, optional offices, appointment and removal authority, and who may bind the corporation in ordinary course.
- Use Delaware-conventional terminology and avoid overfitting the draft to one financing package unless the source documents clearly require it.

## 4. Analytical scaffolds
- Board composition: extract the director designation rights from the financing documents and the charter, then draft seat categories and election mechanics that map cleanly onto those rights.
- Governance consistency check: compare any bylaw provision on meetings, quorum, class voting, written consent, and board composition against the charter and related agreements before finalizing.
- Indemnification and advancement: write the provisions in mandatory form, cover directors, officers, employees, and agents, and distinguish third-party matters, derivative actions, and proceedings initiated by or on behalf of the corporation.
- Forum drafting: draft separate clauses for internal affairs claims and federal securities claims, and ensure the clauses do not conflict with any venue covenant or litigation framework elsewhere in the source set.
- Amendment bifurcation: identify provisions that should not be modifiable by the board alone, and reserve those for stockholder approval with any supermajority requirement supported by the source documents or market convention.
- Officer architecture: state the minimum officer set, any optional offices, who appoints and removes them, and whether any officer may delegate or execute instruments on the corporation’s behalf.
- Transaction-specific insertions: include only those governance items supported by the source documents, such as board-observer mechanics, committee formation timing, or investor consent rights, if actually present.
- Cross-document verification: compare authorized capital, class structure, par value, meeting mechanics, and any timing obligations across all source materials, then flag each inconsistency with a concrete drafting choice or follow-up.
- Cover memo synthesis: explain the principal drafting decisions, identify conflicts and omissions, and state what was resolved by conforming text versus what requires client direction.

## 5. Vertical / structural / temporal relationships
- The charter controls structural equity terms; the bylaws should implement governance mechanics without changing charter economics.
- Board designation rights in transaction documents should be mirrored in the bylaws to avoid ambiguity over who may elect or remove directors.
- If the source documents assign time-sensitive governance actions, surface them in the memo and draft any needed operative deadline into the bylaws only if the governing materials support it.
- Forum clauses should be internally consistent with any venue or dispute-resolution language in the transaction documents and should not silently narrow or expand the intended scope.
- Amendment protections should track the vertical relationship between board authority and stockholder consent so that protective provisions cannot be altered by the wrong constituency.

## 6. Output structure conventions
- Deliver a complete, execution-ready bylaws document in conventional Delaware style, with full operative clauses rather than commentary.
- Include the standard corporation sections expected for a venture-backed Delaware company: stockholder meetings, board meetings, committees, officers, indemnification, notices, records, amendment mechanics, and any transaction-specific governance provisions supported by the source set.
- Draft the cover memo as an advisory document that identifies key drafting decisions, explains why the chosen language matches the source documents and Delaware law, and flags unresolved issues or discrepancies.
- In the memo, organize issues by topic and state the practical consequence of each conflict or omission for execution, governance, or later disputes.
- End the memo with clear recommended actions for counsel or the business team, tied to the next drafting or signing milestone.
- Before finalizing, confirm that the bylaws file is non-empty and contains operative clauses, and that the memo file is non-empty and addresses the cross-document review rather than merely summarizing the bylaws.