BYLAWS
OF [CORPORATION NAME]
(Arizona Corporation)
Effective as of [EFFECTIVE DATE]
[// GUIDANCE: These Bylaws are drafted to comply with the Arizona Business Corporation Act (A.R.S. Title 10).]
ARTICLE I - OFFICES
Section 1.01. Principal Office. The principal office of the Corporation shall be located at [ADDRESS], Arizona.
Section 1.02. Registered Office. The registered office of the Corporation shall be located at the address of the statutory agent as set forth in the Articles of Incorporation.
ARTICLE VII - INDEMNIFICATION
Section 7.01. Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by the Arizona Business Corporation Act (A.R.S. Section 10-851), any person who was or is a party to any proceeding by reason of the fact that such Person is or was a Director or officer of the Corporation.
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 Arizona Business Corporation Act.
Section 7.03. Exculpation of Directors. To the fullest extent permitted by the Arizona Business Corporation Act, no Director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director.
ARTICLE X - GOVERNING LAW AND FORUM
Section 10.01. Governing Law. All internal affairs of the Corporation shall be governed by the laws of the State of Arizona.
Section 10.02. Exclusive Forum. The state and federal courts located in Arizona shall have exclusive jurisdiction over any internal corporate claim.
Section 10.03. Jury Waiver. Each stockholder and the Corporation irrevocably waives any right to trial by jury to the fullest extent permitted by law.
EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned Secretary 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: ________________________________