Corporate Bylaws - Startup (Simplified)

BYLAWS

OF [COMPANY NAME], INC.

(a Delaware Corporation)

Adopted: [DATE]

ARTICLE I - CORPORATE OFFICES

1.1 Registered Office

The registered office of the Corporation shall be as stated in the Certificate of Incorporation. The registered office may be changed by the Board of Directors.

1.2 Other Offices

The Corporation may have other offices at such places as the Board of Directors may determine or as the business may require.

ARTICLE II - STOCKHOLDERS

2.1 Annual Meeting

An annual meeting of stockholders shall be held on such date, time, and place (if any) as designated by the Board of Directors. At the annual meeting, directors shall be elected and other proper business may be transacted.

2.2 Special Meetings

Special meetings of stockholders may be called by:

• The Board of Directors
• The Chairman of the Board
• The Chief Executive Officer
• The President

Only business stated in the notice may be transacted at a special meeting.

2.3 Notice of Meetings

Written notice stating the place (if any), date, time, and purpose (for special meetings) shall be given not less than ten (10) nor more than sixty (60) days before the meeting to each stockholder entitled to vote.

Notice may be given by:

• First-class mail
• Electronic transmission (with stockholder consent)
• Any other method permitted by law

2.4 Quorum

A majority of shares entitled to vote, present in person or by proxy, shall constitute a quorum.

2.5 Voting

Each share shall be entitled to one vote unless the Certificate of Incorporation provides otherwise. Except as otherwise required by law or the Certificate of Incorporation:

• Directors shall be elected by plurality of votes cast
• Other matters shall be decided by majority of shares present and entitled to vote

2.6 Proxies

Stockholders may vote by written proxy. Proxies shall be filed with the Secretary before or at the meeting. No proxy shall be valid after three (3) years unless otherwise specified.

2.7 Action by Written Consent

Any action required or permitted to be taken at a stockholders' meeting may be taken without a meeting by written consent signed by holders of outstanding stock having not less than the minimum number of votes necessary to authorize the action.

Prompt notice of any action taken by written consent shall be given to stockholders who did not consent.

2.8 Record Date

The Board may fix a record date not more than sixty (60) days nor less than ten (10) days before the meeting date (or other action). If no record date is fixed, it shall be as provided by law.

ARTICLE III - BOARD OF DIRECTORS

3.1 Powers

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

3.2 Number

The number of directors shall be fixed by resolution of the Board, but shall not be less than one (1). The initial number of directors shall be [NUMBER].

3.3 Election and Term

Directors shall be elected at the annual meeting of stockholders. Each director shall serve until the next annual meeting and until a successor is elected and qualified, or until earlier resignation, removal, or death.

3.4 Vacancies

Vacancies may be filled by majority vote of the remaining directors, even if less than a quorum. A director elected to fill a vacancy serves until the next annual meeting.

3.5 Resignation

A director may resign by written notice to the Corporation. The resignation is effective upon receipt or at a later time specified.

3.6 Removal

Directors may be removed with or without cause by holders of a majority of shares entitled to vote.

3.7 Regular Meetings

Regular meetings may be held at times and places determined by the Board. No notice is required if the time and place are fixed by the Board.

3.8 Special Meetings

Special meetings may be called by the Chairman, CEO, President, or any two directors. At least twenty-four (24) hours' notice shall be given by any usual means of communication.

3.9 Quorum and Voting

A majority of the total number of directors shall constitute a quorum. Actions shall be taken by majority vote of directors present at a meeting with a quorum.

3.10 Telephonic Meetings

Directors may participate by telephone or video conference. Participation constitutes presence in person.

3.11 Action by Written Consent

Any action required or permitted at a Board meeting may be taken without a meeting if all directors consent in writing or by electronic transmission.

3.12 Compensation

Directors may receive such compensation as determined by the Board.

3.13 Chairman

The Board may elect a Chairman to preside at meetings. The Chairman need not be an officer or employee.

ARTICLE IV - COMMITTEES

4.1 Committees

The Board may designate one or more committees, each consisting of one or more directors. Committees shall have such authority as the Board delegates, subject to legal limitations.

4.2 Procedure

Committee rules, quorum, and voting shall be as determined by the Board or the committee. Minutes shall be kept.

ARTICLE V - OFFICERS

5.1 Officers

The officers shall be:

• Chief Executive Officer (CEO)
• President (optional; may be combined with CEO)
• Secretary
• Chief Financial Officer (CFO) or Treasurer

The Board may appoint additional officers as needed. One person may hold multiple offices.

5.2 Appointment and Term

Officers shall be appointed by the Board and shall serve at the pleasure of the Board.

5.3 Resignation and Removal

Officers may resign at any time by written notice. Officers may be removed by the Board at any time with or without cause.

5.4 CEO / President

The CEO (or President, if no CEO) shall have general supervision of the Corporation's business, subject to Board oversight.

5.5 Secretary

The Secretary shall keep minutes, maintain corporate records, give notices, and perform such other duties as assigned.

5.6 CFO / Treasurer

The CFO (or Treasurer) shall have custody of funds, maintain financial records, and perform such other duties as assigned.

5.7 Compensation

Officer compensation shall be determined by the Board.

ARTICLE VI - INDEMNIFICATION

6.1 Right to Indemnification

The Corporation shall indemnify to the fullest extent permitted by law any person who was or is a party to any proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the Corporation's request as a director, officer, employee, or agent of another entity.

6.2 Advancement of Expenses

The Corporation shall advance expenses (including attorneys' fees) incurred by a director or officer in defending any proceeding in advance of final disposition, upon receipt of an undertaking to repay such amounts if it is ultimately determined that such person is not entitled to indemnification.

6.3 Insurance

The Corporation may purchase D&O liability insurance covering directors, officers, employees, and agents.

6.4 Non-Exclusivity

The indemnification rights provided herein are not exclusive of other rights available under any agreement, insurance policy, vote of stockholders or disinterested directors, or otherwise.

6.5 Exculpation

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

• Breach of the duty of loyalty
• Acts not in good faith or involving intentional misconduct or knowing violation of law
• Liability under Section 174 of the DGCL
• Any transaction yielding improper personal benefit

ARTICLE VII - STOCK

7.1 Certificates

Shares may be certificated or uncertificated, as determined by the Board.

7.2 Transfers

Transfers shall be made on the Corporation's books upon surrender of the certificate (if certificated) and presentation of proper documentation.

7.3 Lost Certificates

The Corporation may issue a replacement certificate upon receipt of an affidavit of loss and a bond of indemnity (if required by the Board).

7.4 Stock Ledger

The Corporation shall maintain a stock ledger showing stockholders' names, addresses, and shareholdings.

ARTICLE VIII - GENERAL PROVISIONS

8.1 Fiscal Year

The fiscal year shall end on December 31, unless otherwise determined by the Board.

8.2 Seal

The Corporation may have a corporate seal in such form as the Board determines.

8.3 Checks and Contracts

Checks, contracts, and other instruments shall be signed by officers or agents designated by the Board.

8.4 Notices

Notices to stockholders may be given by mail or electronic transmission. Notices to directors may be given by any usual means of communication.

8.5 Waiver of Notice

Notice may be waived in writing (before or after the event) or by attendance at the meeting.

8.6 Forum Selection

Unless the Corporation consents to an alternative forum, the exclusive forum for:

• Derivative actions
• Breach of fiduciary duty claims
• Claims under the DGCL
• Internal affairs claims

shall be the Court of Chancery of the State of Delaware (or, if that court lacks jurisdiction, another Delaware state court or the federal District Court of Delaware).

[// GUIDANCE (Delaware): Forum selection clauses designating Delaware courts are standard for Delaware corporations and generally enforceable.]

8.7 Severability

If any provision is held invalid, the remaining provisions shall remain in effect.

ARTICLE IX - AMENDMENTS

9.1 Amendment by Stockholders

Stockholders may amend these Bylaws by majority vote.

9.2 Amendment by Board

The Board may amend these Bylaws by majority vote, to the extent permitted by the Certificate of Incorporation.

CERTIFICATION

I, the undersigned, being the Secretary of [COMPANY NAME], Inc., certify that the foregoing Bylaws were adopted by the Board of Directors (or incorporator) on [DATE].

_________________________________________
[NAME], Secretary

Date: ___________________________________

APPENDIX: STARTUP GOVERNANCE CHECKLIST

Use the following checklist to ensure proper corporate governance:

Formation:
☐ Certificate of Incorporation filed with Delaware Secretary of State
☐ Bylaws adopted by incorporator or initial board
☐ Initial directors elected (if not named in Certificate)
☐ Initial officers appointed
☐ Organizational resolutions adopted
☐ Stock authorized and issued to founders
☐ 83(b) elections filed within 30 days (if restricted stock)

Ongoing Compliance:
☐ Annual Delaware franchise tax paid (due March 1)
☐ Annual meeting of stockholders held (or written consent)
☐ Annual meeting of directors held (or written consent)
☐ Stock ledger maintained and updated
☐ Corporate records maintained (minutes, consents, contracts)
☐ Proper approval for material transactions

Before Financing:
☐ Review and update capitalization table
☐ Confirm all stock issuances properly authorized and documented
☐ Review and update corporate records
☐ Consider whether bylaws amendments needed for investor rights

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