BYLAWS

OF [CORPORATION NAME]

(Delaware Corporation)

Effective as of [EFFECTIVE DATE]

[// GUIDANCE: These Bylaws are drafted to comply with the Delaware General Corporation Law (“DGCL”), 8 Del. C. § 101 et seq., and incorporate standard protective provisions for privately-held and venture-backed corporations. Bracketed placeholders should be tailored to the Company’s specific capital structure, board composition, and investor rights agreements.]

TABLE OF CONTENTS

1. Document Header
2. Article I – Definitions
3. Article II – Offices
4. Article III – Meetings of Stockholders
5. Article IV – Board of Directors
6. Article V – Committees of the Board
7. Article VI – Officers
8. Article VII – Indemnification & Exculpation
9. Article VIII – Stock & Transfer of Shares
10. Article IX – Miscellaneous Governance Provisions
11. Article X – Exclusive Forum, Jury Waiver & Injunctive Relief
12. Article XI – Amendments
13. Execution Block

1. DOCUMENT HEADER

WHEREAS, [CORPORATION NAME], a corporation duly organized and existing under the laws of the State of Delaware (the “Corporation”), deems it advisable and in the best interests of the Corporation and its stockholders to adopt these Bylaws (the “Bylaws”) in accordance with 8 Del. C. § 109;

NOW, THEREFORE, the Corporation hereby adopts the following Bylaws, which shall become effective as of the date first written above (the “Effective Date”).

2. ARTICLE I – DEFINITIONS

For purposes of these Bylaws, the following capitalized terms shall have the meanings set forth below. Undefined capitalized terms shall have the meanings given in the DGCL.

“Board” means the Board of Directors of the Corporation.
“Bylaws” has the meaning set forth in the Document Header.
“Certificate” means the Corporation’s Certificate of Incorporation, as amended from time to time.
“DGCL” means the Delaware General Corporation Law, 8 Del. C. § 101 et seq.
“Director” means a member of the Board.
“Electronic Transmission” has the meaning given in 8 Del. C. § 232.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Person” means any individual, corporation, partnership, trust, limited liability company or other entity.
“Whole Board” means the total number of authorized directors whether or not there exist any vacancies.

[// GUIDANCE: Add, delete, or modify definitions to align with shareholder agreements or investor rights documents.]

3. ARTICLE II – OFFICES

Section 2.01. Registered Office. The registered office of the Corporation in the State of Delaware shall be located at [REGISTERED AGENT ADDRESS], or such other place as the Board may designate in the manner provided by law.

Section 2.02. Other Offices. The Corporation may also maintain offices at such other places, within or without the State of Delaware, as the Board may from time to time determine or the business of the Corporation may require.

4. ARTICLE III – MEETINGS OF STOCKHOLDERS

Section 3.01. Annual Meeting.
(a) Time and Place. The annual meeting shall be held on such date, at such time, and at such place (if any) as the Board shall designate.
(b) Purpose. The purpose of the annual meeting shall be the election of Directors and the transaction of any other business properly brought before the meeting.

Section 3.02. Special Meetings.
(a) Authority to Call. Special meetings of stockholders may be called at any time by (i) the Chair of the Board, (ii) the Chief Executive Officer, or (iii) the Board pursuant to a resolution adopted by a majority of the Whole Board.
(b) Stockholder Call. Stockholders may not call a special meeting except as required by the Certificate or DGCL.

Section 3.03. Notice of Meetings.
(a) Content & Delivery. Written notice stating the place, if any, date, and hour of the meeting, and, in the case of a special meeting, the purpose(s) for which the meeting is called, shall be given in accordance with 8 Del. C. § 222.
(b) Waiver. Notice may be waived in writing or by attendance.

Section 3.04. Quorum. Except as otherwise provided by the Certificate or DGCL, the holders of a majority of the shares entitled to vote, present in person or by proxy, shall constitute a quorum.

Section 3.05. Voting; Proxies.
(a) Voting Standard. Except as otherwise provided by law, the Certificate, or these Bylaws, any matter shall be decided by the affirmative vote of the holders of a majority of the shares present in person or by proxy and entitled to vote.
(b) Proxies. Each stockholder entitled to vote may authorize another Person to act for such stockholder by proxy in the manner provided by 8 Del. C. § 212.

Section 3.06. Adjournment; Postponement. Any meeting of stockholders may be adjourned or postponed by the chair of the meeting or by the Board to another time or place.

Section 3.07. List of Stockholders. A complete list shall be prepared and available as required by 8 Del. C. § 219.

Section 3.08. Inspectors of Election. The Board may, and to the extent required by law shall, appoint one or more inspectors to act at any meeting of stockholders in accordance with 8 Del. C. § 231.

5. ARTICLE IV – BOARD OF DIRECTORS

Section 4.01. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided by the DGCL or the Certificate. 8 Del. C. § 141(a).

Section 4.02. Number; Election; Term.
(a) Number. The number of Directors shall be fixed from time to time by resolution of the Board but shall not be less than one (1).
(b) Election & Classification. Directors shall be elected at the annual meeting of stockholders, and each Director shall hold office until the next annual meeting and until such Director’s successor is elected and qualified, subject to earlier resignation or removal. If the Certificate provides for classified Directors, such provisions shall control.
(c) Vacancies. Vacancies and newly created directorships may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director. 8 Del. C. § 223.

Section 4.03. Meetings.
(a) Regular Meetings. Regular meetings may be held at such times and places as the Board determines.
(b) Special Meetings. Special meetings may be called by the Chair, Chief Executive Officer, or any two (2) Directors.
(c) Notice. Notice of any special meeting shall be given to each Director at least twenty-four (24) hours before the meeting, or on such shorter notice as the Person calling the meeting deems necessary under the circumstances.
(d) Quorum & Voting. A majority of the Whole Board shall constitute a quorum; actions of the Board shall require the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present.
(e) Telephonic/Electronic Meetings. Directors may participate by means of conference telephone or other communications equipment in accordance with 8 Del. C. § 141(i).
(f) Action Without Meeting. Any action required or permitted may be taken without a meeting if all members of the Board consent thereto in writing or by Electronic Transmission. 8 Del. C. § 141(f).

Section 4.04. Compensation of Directors. Directors may receive such compensation and reimbursement of expenses as the Board determines.

Section 4.05. Chair of the Board. The Board may elect a Chair to preside at meetings of the Board and stockholders and to perform such other duties as may be assigned by the Board.

6. ARTICLE V – COMMITTEES OF THE BOARD

Section 5.01. Committees Generally. The Board may designate one or more committees, each consisting of one or more Directors, to exercise such powers and authority as the Board shall delegate, subject to the limitations of 8 Del. C. § 141(c).

Section 5.02. Committee Rules. Each committee shall adopt rules of procedure consistent with these Bylaws and the DGCL. Unless otherwise provided, committee actions shall require the affirmative vote of a majority of committee members present.

[// GUIDANCE: Typical committees for private corporations include Audit, Compensation, and Nominating & Governance. Tailor committee composition to any investor board rights.]

7. ARTICLE VI – OFFICERS

Section 6.01. Titles & Appointment. The officers of the Corporation shall include a Chief Executive Officer, a Secretary, and a Chief Financial Officer or Treasurer, and may include a President, one or more Vice Presidents, and such other officers as the Board may determine. Officers shall be appointed by the Board.

Section 6.02. Duties. Officers shall have the authority and perform the duties prescribed by the Board or these Bylaws. Any two or more offices may be held by the same Person.

Section 6.03. Term; Removal; Resignation. Each officer shall serve at the pleasure of the Board and may be removed by the Board at any time with or without cause. Any officer may resign by delivering written notice to the Board or the Secretary.

Section 6.04. Vacancies. A vacancy in any office shall be filled by the Board.

8. ARTICLE VII – INDEMNIFICATION & EXCULPATION

Section 7.01. Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by the DGCL, any Person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such Person is or was a Director or officer of the Corporation, or, while a Director or officer, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another entity.

Section 7.02. Advancement of Expenses. Expenses incurred by a Director or officer in defending any such proceeding shall be paid by the Corporation in advance of its final disposition upon receipt of an undertaking as required by the DGCL.

Section 7.03. Indemnification of Others. The Corporation may indemnify and advance expenses to employees and agents to the extent authorized by the Board.

Section 7.04. Non-Exclusivity. The rights conferred by this Article are not exclusive and the Corporation may provide additional indemnification as permitted by law.

Section 7.05. Insurance. The Corporation may purchase and maintain insurance on behalf of any Person entitled to indemnification, whether or not the Corporation would have the power to indemnify such Person under these Bylaws.

Section 7.06. Exculpation of Directors. To the fullest extent permitted by 8 Del. C. § 102(b)(7), no Director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for (i) any breach of the Director’s duty of loyalty, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under § 174, or (iv) any transaction from which the Director derived an improper personal benefit.

[// GUIDANCE: If the Certificate currently lacks the exculpatory language of § 102(b)(7), consider amending the Certificate before relying on this provision.]

9. ARTICLE VIII – STOCK & TRANSFER OF SHARES

Section 8.01. Certificates; Uncertificated Shares. Shares may be certificated or uncertificated as determined by the Board, subject to 8 Del. C. §§ 151, 158.

Section 8.02. Signatures on Certificates. Certificates shall be signed by any two officers designated by the Board, and may bear the seal of the Corporation.

Section 8.03. Lost, Stolen, or Destroyed Certificates. The Corporation may issue a new certificate or uncertificated shares in place of any certificate alleged to have been lost, stolen, or destroyed upon receipt of an affidavit and, if required, a bond to indemnify the Corporation.

Section 8.04. Transfer of Shares. Transfers shall be made on the books of the Corporation only by the holder of record or by duly authorized attorney.

Section 8.05. Record Date. The Board may fix, in advance, a record date for the purpose of determining stockholders entitled to notice of and to vote at any meeting or to receive dividends, not exceeding 60 nor fewer than 10 days before the meeting or action requiring a record date. 8 Del. C. § 213.

10. ARTICLE IX – MISCELLANEOUS GOVERNANCE PROVISIONS

Section 9.01. Fiscal Year. The fiscal year of the Corporation shall end on [MONTH/DAY] of each year, unless changed by resolution of the Board.

Section 9.02. Corporate Seal. The corporate seal shall be in such form as the Board may determine.

Section 9.03. Form of Records. The Corporation may maintain its books, records, and accounts in electronic form, provided that conversion to paper form is available within a reasonable time.

Section 9.04. Reliance on Records. Each Director or officer shall, in the performance of duties, be fully protected in relying upon the records of the Corporation and upon information presented by officers, employees, or committees the Director or officer reasonably believes to be reliable and competent. 8 Del. C. § 141(e).

11. ARTICLE X – EXCLUSIVE FORUM, JURY WAIVER & INJUNCTIVE RELIEF

Section 10.01. Governing Law. All internal affairs of the Corporation shall be governed by and construed in accordance with the laws of the State of Delaware (without regard to conflict of laws doctrines).

Section 10.02. Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for any internal corporate claim, as defined in 8 Del. C. § 115, shall be the Court of Chancery of the State of Delaware (or, if such court lacks subject-matter jurisdiction, the federal district court for the District of Delaware).

Section 10.03. Jury Waiver. To the extent any internal corporate claim is not heard in the Court of Chancery, each stockholder and the Corporation irrevocably waives any and all right to trial by jury to the fullest extent permitted by law.

Section 10.04. Injunctive Relief. The Corporation shall be entitled to seek specific performance, injunctive relief, or other equitable remedies to enforce or prevent violation of these Bylaws, without posting bond unless required by the Court of Chancery.

[// GUIDANCE: Arbitration is intentionally excluded per client metadata. If future investors require arbitration, amend this Article accordingly.]

12. ARTICLE XI – AMENDMENTS

Section 11.01. Amendments by Stockholders. Subject to the Certificate and DGCL, these Bylaws may be amended or repealed, or new bylaws adopted, by the affirmative vote of the holders of a majority of the shares entitled to vote thereon.

Section 11.02. Amendments by Board of Directors. To the extent permitted by the Certificate, the Board may also amend, repeal, or adopt new bylaws by the affirmative vote of a majority of the Whole Board.

Section 11.03. Limitations. No bylaw amendment shall conflict with the Certificate or applicable law.

13. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned, being [the duly elected and acting Secretary / an authorized officer] of the Corporation, hereby certifies that these Bylaws were duly adopted by the Board of Directors of the Corporation on the Effective Date set forth above.

[NAME OF SECRETARY], Secretary

Date: ________

[// GUIDANCE: If state filings or investor consents are required for adoption, attach resolutions or written consents as exhibits.]