BYLAWS

OF [CORPORATION NAME], INC.

(a [State] Corporation)

Adopted: [ADOPTION DATE]

TABLE OF CONTENTS

Article I - Offices
Article II - Stockholders
Article III - Board of Directors
Article IV - Committees
Article V - Officers
Article VI - Indemnification and Advancement of Expenses
Article VII - Capital Stock
Article VIII - General Provisions
Article IX - Amendments

ARTICLE I - OFFICES

Section 1.1 Registered Office

The registered office of the Corporation in the State of [STATE] shall be located at:

[REGISTERED OFFICE ADDRESS]

The name of the registered agent at such address is: [REGISTERED AGENT NAME]

The registered office and/or registered agent may be changed by the Board of Directors.

[// GUIDANCE (Delaware): 8 Del. C. Section 131 requires a registered office and agent in Delaware. The registered agent must be available during business hours.]

[// GUIDANCE (MBCA): MBCA Section 5.01 requires a registered agent with a street address.]

Section 1.2 Other Offices

The Corporation may also have offices at such other places, within or outside the State of [STATE], as the Board of Directors may from time to time determine or as the business of the Corporation may require.

Section 1.3 Principal Executive Office

The principal executive office of the Corporation shall be located at:

[PRINCIPAL OFFICE ADDRESS]

or at such other location as designated by the Board of Directors.

ARTICLE II - STOCKHOLDERS

Section 2.1 Annual Meeting

a. Time and Place: The annual meeting of stockholders shall be held on such date, at such time, and at such place (if any), within or outside the State of [STATE], as shall be designated by the Board of Directors.

b. Purpose: At the annual meeting, stockholders shall elect directors and transact such other business as may properly come before the meeting.

c. Remote Meetings: Stockholders may participate by means of remote communication as authorized by the Board of Directors in accordance with applicable law.

[// GUIDANCE (Delaware): 8 Del. C. Section 211 permits meetings by remote communication if the Corporation implements measures to verify stockholder identity and permit participation.]

[// GUIDANCE (MBCA): MBCA Section 7.01 permits remote participation in stockholder meetings.]

Section 2.2 Special Meetings

a. Authority to Call: Special meetings of stockholders may be called only by:

(i) The Chairman of the Board;
(ii) The Chief Executive Officer;
(iii) The President; or
(iv) The Board of Directors pursuant to a resolution adopted by a majority of the Whole Board.

b. Stockholder Call (Optional):

☐ Not Permitted: Stockholders may not call special meetings except as required by law.

☐ Permitted: Stockholders holding at least [25/33/50]% of the voting power may request a special meeting by written demand.

c. Business at Special Meetings: Only business stated in the notice may be transacted at a special meeting.

[// GUIDANCE (Delaware): 8 Del. C. Section 211(d) permits, but does not require, stockholder-called special meetings. Many corporations limit this right.]

Section 2.3 Notice of Meetings

a. Content: Written notice stating the place (if any), date, time, means of remote communication (if any), and, in the case of a special meeting, the purpose(s) shall be given to each stockholder entitled to vote.

b. Timing: Notice shall be given not less than [10] days nor more than [60] days before the meeting date.

c. Manner of Notice: Notice may be given by:
(i) First-class mail;
(ii) Electronic transmission (if stockholder consents); or
(iii) Other means permitted by law.

d. Waiver: A stockholder may waive notice before or after a meeting by written waiver signed by the stockholder or by attendance at the meeting (unless the stockholder attends solely to object to transacting business).

[// GUIDANCE (Delaware): 8 Del. C. Section 222 governs notice requirements.]

[// GUIDANCE (MBCA): MBCA Section 7.05 requires 10-60 days' notice.]

Section 2.4 Quorum

a. General: The holders of a majority of the shares entitled to vote, present in person or by proxy, shall constitute a quorum for the transaction of business.

b. Adjournment: If a quorum is not present, the meeting may be adjourned to another time or place by the chairman of the meeting or by stockholders present.

c. Withdrawal: Once a quorum is present, the subsequent withdrawal of stockholders shall not affect the quorum.

Section 2.5 Voting

a. Voting Standard: Unless otherwise required by law, the Certificate of Incorporation, or these Bylaws, any matter (other than the election of directors) shall be decided by the affirmative vote of a majority of the shares present in person or by proxy and entitled to vote.

b. Election of Directors: Directors shall be elected by a plurality of the votes cast, unless otherwise provided in the Certificate of Incorporation.

☐ Alternative - Majority Voting: Directors in uncontested elections shall be elected by the affirmative vote of a majority of the votes cast. In contested elections, directors shall be elected by plurality.

c. Voting Power: Each stockholder shall be entitled to one vote per share owned, unless otherwise provided in the Certificate of Incorporation.

[// GUIDANCE (Delaware): 8 Del. C. Section 216 provides default voting standards, which may be modified by the Certificate of Incorporation or Bylaws.]

Section 2.6 Proxies

a. Authorization: Each stockholder entitled to vote may authorize another person to act by proxy.

b. Form: A proxy must be in writing, signed by the stockholder or the stockholder's authorized agent, and filed with the Secretary before or at the meeting.

c. Electronic Proxies: Proxies may be granted by electronic transmission as permitted by 8 Del. C. Section 212(c) or equivalent state law.

d. Duration: No proxy shall be valid after three (3) years from its date, unless the proxy specifies a longer period (not exceeding the maximum permitted by law).

[// GUIDANCE (Delaware): 8 Del. C. Section 212 governs proxies.]

Section 2.7 Record Date

a. Determination: The Board of Directors may fix a record date for determining stockholders entitled to notice of or to vote at a meeting, or to receive dividends or other distributions.

b. Timing: The record date shall not precede the date on which the resolution fixing the record date is adopted and shall not be more than [60] days nor less than [10] days before the meeting or action.

c. Default: If no record date is fixed, the record date shall be as provided by applicable law.

[// GUIDANCE (Delaware): 8 Del. C. Section 213 governs record dates.]

Section 2.8 List of Stockholders

The Corporation shall prepare a complete list of stockholders entitled to vote, arranged alphabetically within each class and series, showing each stockholder's address and number of shares. The list shall be available for examination as required by law.

Section 2.9 Inspectors of Election

The Board of Directors may appoint one or more inspectors to act at meetings of stockholders and determine the validity and effect of proxies and the number of shares represented.

Section 2.10 Action by Written Consent

☐ Permitted: Any action required or permitted to be taken at a stockholders' meeting may be taken without a meeting if a consent in writing, setting forth the action, is signed by stockholders holding not less than the minimum number of votes required to authorize the action.

☐ Not Permitted: Stockholder action may be taken only at a duly called meeting and not by written consent.

[// GUIDANCE (Delaware): 8 Del. C. Section 228 permits action by written consent unless the Certificate of Incorporation provides otherwise.]

Section 2.11 Conduct of Meetings

The Chairman of the Board (or, in the Chairman's absence, the CEO or President, or a person designated by the Board) shall preside at stockholder meetings and shall have authority to determine the order of business and rules of conduct.

ARTICLE III - BOARD OF DIRECTORS

Section 3.1 Powers

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as otherwise provided by law or the Certificate of Incorporation.

[// GUIDANCE (Delaware): 8 Del. C. Section 141(a) vests management in the Board of Directors.]

[// GUIDANCE (MBCA): MBCA Section 8.01 similarly vests management in the board.]

Section 3.2 Number of Directors

The number of directors shall be fixed from time to time by resolution of the Board of Directors, but shall not be less than [ONE/THREE] nor more than [FIFTEEN]. The initial number of directors shall be [NUMBER].

[// GUIDANCE (Delaware): 8 Del. C. Section 141(b) requires at least one director. Private companies may have a single director.]

Section 3.3 Election and Term

a. Election: Directors shall be elected at the annual meeting of stockholders.

b. Term: Each director shall hold office until the next annual meeting and until such director's successor is elected and qualified, or until such director's earlier death, resignation, or removal.

c. Classified Board (Optional):

☐ Not Classified: All directors shall be elected annually.

☐ Classified: The Board shall be divided into [two/three] classes, as nearly equal in number as possible. Class [I] directors shall serve until the [YEAR] annual meeting; Class [II] directors until [YEAR]; [Class III directors until [YEAR]]. Thereafter, directors shall be elected for [two/three]-year terms.

[// GUIDANCE (Delaware): 8 Del. C. Section 141(d) permits classified boards.]

Section 3.4 Vacancies and Newly Created Directorships

a. Vacancies and newly created directorships resulting from an increase in the authorized number of directors may be filled by:

(i) A majority of the directors then in office, even if less than a quorum; or
(ii) A sole remaining director.

b. A director elected to fill a vacancy shall hold office for the remainder of the predecessor's term (or, for a newly created directorship, until the next annual meeting).

c. Stockholders may fill a vacancy only if no directors remain in office.

[// GUIDANCE (Delaware): 8 Del. C. Section 223 governs vacancies.]

Section 3.5 Resignation

A director may resign at any time by delivering written notice to the Corporation. The resignation is effective upon receipt or at a later time specified in the notice. Acceptance is not required for the resignation to be effective.

Section 3.6 Removal

a. Directors may be removed:

☐ With or without cause, by the affirmative vote of holders of a majority of the shares entitled to vote at an election of directors.

☐ Only for cause, by the affirmative vote of holders of a majority of the shares entitled to vote at an election of directors.

b. If the Corporation has a classified board, directors may be removed only for cause, unless the Certificate of Incorporation provides otherwise.

[// GUIDANCE (Delaware): 8 Del. C. Section 141(k) permits removal with or without cause unless the board is classified.]

Section 3.7 Regular Meetings

Regular meetings of the Board of Directors may be held at such times and places as the Board may determine. No notice is required for regular meetings if the time and place are fixed by the Board.

Section 3.8 Special Meetings

a. Authority to Call: Special meetings may be called by the Chairman, Chief Executive Officer, President, or any [two] directors.

b. Notice: Notice of any special meeting shall be given to each director at least [24 hours / 48 hours / 3 days] in advance (or on such shorter notice as the person calling the meeting deems necessary under the circumstances), by any usual means of communication.

c. Waiver: Notice may be waived in writing or by attendance (unless the director attends solely to object to transacting business).

Section 3.9 Quorum and Voting

a. Quorum: A majority of the Whole Board shall constitute a quorum.

b. Voting: The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless a greater vote is required by law, the Certificate of Incorporation, or these Bylaws.

c. Loss of Quorum: If a quorum is present when a meeting is convened, the directors present may continue to transact business until adjournment, notwithstanding the withdrawal of directors.

[// GUIDANCE (Delaware): 8 Del. C. Section 141(b) permits quorum and voting requirements to be set by bylaws.]

Section 3.10 Telephonic Meetings

Directors may participate in meetings by means of conference telephone or other communications equipment by which all persons participating can hear each other. Participation by such means shall constitute presence in person at the meeting.

[// GUIDANCE (Delaware): 8 Del. C. Section 141(i) permits telephonic/electronic meetings.]

Section 3.11 Action by Written Consent

Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all directors consent thereto in writing or by electronic transmission, and such consent is filed with the minutes.

[// GUIDANCE (Delaware): 8 Del. C. Section 141(f) permits action by unanimous written consent.]

Section 3.12 Compensation of Directors

Directors may receive such compensation and reimbursement of expenses for their service as directors as may be determined by the Board. No such compensation shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 3.13 Chairman of the Board

The Board may elect a Chairman to preside at Board and stockholder meetings and to perform such other duties as assigned. The Chairman need not be an officer or employee of the Corporation.

ARTICLE IV - COMMITTEES

Section 4.1 Designation of Committees

The Board of Directors may designate one or more committees, each consisting of one or more directors, to exercise such authority as the Board delegates, subject to limitations imposed by law.

[// GUIDANCE (Delaware): 8 Del. C. Section 141(c) permits delegation to committees. Certain actions (e.g., amending bylaws, approving mergers) generally cannot be delegated.]

Section 4.2 Authority

Committees shall have and may exercise such powers of the Board as are delegated in the resolution establishing the committee, except that no committee may:

a. Approve or recommend to stockholders any action required by law to be approved by stockholders;
b. Fill vacancies on the Board or any committee;
c. Amend or repeal these Bylaws or adopt new bylaws;
d. Approve any action that requires stockholder approval under applicable law.

Section 4.3 Procedure

a. Rules: Each committee shall adopt rules of procedure consistent with these Bylaws.

b. Quorum and Voting: Unless otherwise provided, a majority of committee members shall constitute a quorum, and the affirmative vote of a majority of members present shall be the act of the committee.

c. Minutes: Minutes shall be kept of each committee meeting.

Section 4.4 Standing Committees (Optional)

The Board may establish the following standing committees:

a. Audit Committee: To oversee financial reporting, internal controls, and the independent auditor.

b. Compensation Committee: To oversee executive compensation and benefit plans.

c. Nominating and Governance Committee: To identify director candidates and oversee corporate governance matters.

d. Other committees as the Board may determine.

ARTICLE V - OFFICERS

Section 5.1 Officers

The officers of the Corporation shall include:

a. Chief Executive Officer (CEO);
b. President;
c. Secretary;
d. Chief Financial Officer (CFO) or Treasurer.

The Board may also appoint one or more Vice Presidents and such other officers as it deems necessary. The same person may hold two or more offices.

Section 5.2 Appointment

Officers shall be appointed by the Board of Directors. Officers need not be directors or stockholders.

Section 5.3 Term of Office

Each officer shall hold office until a successor is appointed and qualified, or until such officer's earlier death, resignation, or removal.

Section 5.4 Resignation

An officer may resign at any time by delivering written notice to the Corporation. The resignation shall be effective upon receipt or at such later time as specified.

Section 5.5 Removal

Any officer may be removed by the Board of Directors at any time, with or without cause. Removal shall be without prejudice to any contractual rights.

Section 5.6 Vacancies

Vacancies in any office may be filled by the Board of Directors.

Section 5.7 Chief Executive Officer

The Chief Executive Officer shall have general supervision and direction of the Corporation's business and affairs, subject to the Board's oversight. The CEO shall preside at stockholder meetings in the absence of the Chairman.

Section 5.8 President

The President shall have such duties as assigned by the Board or CEO. If no CEO is appointed, the President shall perform the CEO's duties.

Section 5.9 Vice Presidents

Each Vice President shall have such duties as assigned by the Board, CEO, or President.

Section 5.10 Secretary

The Secretary shall:
a. Keep minutes of stockholder and Board meetings;
b. Maintain the corporate records and stock ledger;
c. Give notices as required;
d. Have custody of the corporate seal (if any);
e. Perform such other duties as assigned.

Section 5.11 Chief Financial Officer / Treasurer

The Chief Financial Officer or Treasurer shall:
a. Have custody of corporate funds and securities;
b. Keep accurate financial records;
c. Deposit funds in designated depositories;
d. Disburse funds as directed by the Board;
e. Provide financial reports to the Board;
f. Perform such other duties as assigned.

Section 5.12 Compensation

Officer compensation shall be fixed by the Board of Directors or a designated committee.

ARTICLE VI - INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1 Right to Indemnification

The Corporation shall indemnify, to the fullest extent permitted by applicable law, 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 (a "Proceeding"), by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another entity, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such person.

[// GUIDANCE (Delaware): 8 Del. C. Section 145 governs indemnification. Section 102(b)(7) permits exculpation of directors (and since 2022 amendments, officers) for monetary damages.]

[// GUIDANCE (MBCA): MBCA Sections 8.50-8.58 provide a comprehensive indemnification framework.]

Section 6.2 Advancement of Expenses

Expenses (including attorneys' fees) incurred by a director or officer in defending any Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such person to repay such amounts if it shall ultimately be determined that such person is not entitled to be indemnified.

Section 6.3 Indemnification of Employees and Agents

The Corporation may, by resolution of the Board, extend indemnification and advancement of expenses to employees and agents to the extent authorized.

Section 6.4 Non-Exclusivity

The rights to indemnification and advancement of expenses provided herein shall not be exclusive of any other rights to which any person may be entitled under any statute, provision of the Certificate of Incorporation, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.

Section 6.5 Insurance

The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent, against any liability asserted against such person or incurred by such person in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability.

Section 6.6 Exculpation

To the fullest extent permitted by 8 Del. C. Section 102(b)(7) (or equivalent state law), no director or officer shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty, except for:

a. Breach of the duty of loyalty;
b. Acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;
c. Liability under Section 174 of the DGCL (or equivalent); or
d. Any transaction from which the director or officer derived an improper personal benefit.

[// GUIDANCE (Delaware 2022 Amendment): The DGCL now permits exculpation of officers in addition to directors per 8 Del. C. Section 102(b)(7).]

Section 6.7 Survival

The indemnification and advancement rights provided herein shall continue after a person has ceased to be a director or officer and shall inure to the benefit of such person's heirs, executors, and administrators.

ARTICLE VII - CAPITAL STOCK

Section 7.1 Certificates

a. Certificated or Uncertificated: Shares may be represented by certificates or may be uncertificated, as determined by the Board of Directors.

b. Form: Certificates shall be signed by two officers designated by the Board and may bear the corporate seal.

c. Legend: Certificates shall contain any legends required by law, the Certificate of Incorporation, or these Bylaws.

[// GUIDANCE (Delaware): 8 Del. C. Section 158 permits uncertificated shares.]

Section 7.2 Transfers

Transfers of shares shall be made on the books of the Corporation only by the holder of record or by a duly authorized attorney-in-fact, upon surrender of the certificate (if certificated) and payment of any applicable transfer taxes.

Section 7.3 Lost, Stolen, or Destroyed Certificates

The Corporation may issue a new certificate in place of any certificate alleged to have been lost, stolen, or destroyed, upon receipt of:

a. An affidavit of loss;
b. A bond of indemnity in such amount as the Board or designated officer may require; and
c. Such other requirements as the Corporation may impose.

Section 7.4 Record Owners

The Corporation shall be entitled to treat the person registered as the owner of shares as the owner for all purposes, including voting, dividends, and notices.

Section 7.5 Stock Ledger

The Corporation shall maintain a stock ledger containing the names and addresses of all stockholders, the number and class of shares held by each, and the date of issuance.

Section 7.6 Dividends

The Board of Directors may declare and pay dividends upon the shares of stock from time to time out of surplus or net profits, in accordance with applicable law.

ARTICLE VIII - GENERAL PROVISIONS

Section 8.1 Fiscal Year

The fiscal year of the Corporation shall end on [MONTH/DAY] of each year, unless otherwise determined by the Board of Directors.

Section 8.2 Corporate Seal

The Corporation may have a corporate seal in such form as the Board of Directors may determine. The seal may be used by causing it or a facsimile thereof to be affixed or reproduced.

Section 8.3 Checks, Notes, and Contracts

All checks, drafts, or orders for payment of money shall be signed by such officers or agents as the Board of Directors may designate. All contracts, deeds, and other instruments shall be executed by such persons as authorized by the Board.

Section 8.4 Notices

a. Method: Notices to stockholders may be given by mail, personal delivery, or electronic transmission (if the stockholder consents). Notices to directors may be given by any usual means of communication.

b. Computation of Time: When a period of time is measured from the giving of notice, the day of giving shall be excluded, and the last day of the period shall be included.

Section 8.5 Waiver of Notice

Whenever notice is required, a written waiver signed by the person entitled to notice (or electronic transmission by such person) shall be equivalent to notice, whether signed before or after the event.

Section 8.6 Forum Selection

Unless the Corporation consents in writing to an alternative forum, the sole and exclusive forum for:

a. Any derivative action or proceeding brought on behalf of the Corporation;
b. Any action asserting a breach of fiduciary duty;
c. Any action asserting a claim arising under the [DGCL / applicable state corporation statute];
d. Any action asserting a claim governed by the internal affairs doctrine;

shall be [the Court of Chancery of the State of Delaware / state courts of [STATE] / federal court of the District of [STATE]] (or, if such court lacks jurisdiction, another state or federal court in [STATE]).

[// GUIDANCE (Delaware): 8 Del. C. Section 115 permits forum selection provisions but prohibits provisions that would prevent bringing such claims in Delaware courts.]

Section 8.7 Federal Forum for Securities Claims (Optional)

☐ Applicable: Unless the Corporation consents in writing to an alternative forum, the federal district courts of the United States shall be the exclusive forum for any claim arising under the Securities Act of 1933.

Section 8.8 Severability

If any provision of these Bylaws is held invalid, the remaining provisions shall remain in full force and effect.

Section 8.9 Governing Law

These Bylaws shall be governed by the laws of the State of [STATE], without regard to conflict of laws principles.

ARTICLE IX - AMENDMENTS

Section 9.1 Amendment by Stockholders

These Bylaws may be amended, altered, or repealed, and new bylaws may be adopted, by the affirmative vote of the holders of a majority of the shares entitled to vote, unless a greater vote is required by the Certificate of Incorporation.

Section 9.2 Amendment by Board of Directors

To the extent authorized by the Certificate of Incorporation, the Board of Directors may amend, alter, or repeal these Bylaws, or adopt new bylaws, by the affirmative vote of a majority of the Whole Board.

Section 9.3 Limitations

No bylaw amendment shall conflict with the Certificate of Incorporation or applicable law.

[// GUIDANCE (Delaware): 8 Del. C. Section 109 permits bylaws to be amended by stockholders and, if authorized in the Certificate, by the Board. Stockholders always retain the power to amend.]

CERTIFICATION

The undersigned, being the duly elected Secretary of [CORPORATION NAME], Inc., hereby certifies that the foregoing Bylaws were duly adopted by the Board of Directors (or the Incorporator) as the Bylaws of the Corporation on [DATE].

_________________________________________
[NAME], Secretary

Date: ___________________________________

[END OF DOCUMENT]