Corporate Bylaws - District of Columbia

BYLAWS OF [CORPORATION NAME], a District of Columbia corporation

Effective as of [__/__/____]

These Bylaws (the "Bylaws") of [CORPORATION NAME] (the "Corporation"), a corporation organized under the District of Columbia Business Corporation Act, D.C. Code § 29-301.01 et seq. (the "Act"), are adopted pursuant to D.C. Code § 29-306.06 and govern the management of the business and the regulation of the affairs of the Corporation. In the event of any conflict between these Bylaws and the Articles of Incorporation of the Corporation, as amended or restated from time to time (the "Articles"), or the Act, the Articles and the Act shall control to the extent of such conflict.

ARTICLE I — OFFICES

Section 1.1. Registered Office and Registered Agent. The Corporation shall continuously maintain a registered agent and registered office in the District of Columbia, as required by D.C. Code §§ 29-104.04 and 29-104.05. The registered office is located at [REGISTERED OFFICE ADDRESS], and the registered agent is [REGISTERED AGENT NAME]. The registered office and registered agent may be changed from time to time in the manner provided by law.

Section 1.2. Principal Office. The principal office of the Corporation shall be located at [PRINCIPAL OFFICE ADDRESS], or at such other place as the Board of Directors (the "Board") may from time to time determine. The principal office need not be located in the District of Columbia.

Section 1.3. Other Offices. The Corporation may also maintain offices at such other places, within or without the District of Columbia, as the Board may from time to time designate or the business of the Corporation may require.

ARTICLE II — SHAREHOLDERS

Section 2.1. Annual Meeting. Unless directors are elected by written consent in lieu of an annual meeting as permitted by D.C. Code § 29-305.04, the Corporation shall hold a meeting of shareholders annually, for the election of directors and the transaction of any other proper business, at a time stated in or fixed in accordance with these Bylaws, as required by D.C. Code § 29-305.01. The failure to hold an annual meeting at the time stated in or fixed in accordance with these Bylaws shall not affect the validity of any corporate action.

Section 2.2. Place of Meetings; Remote Participation. Annual and special shareholders' meetings may be held in or outside of the District of Columbia at the place stated in or fixed in accordance with these Bylaws. If no place is stated or fixed, meetings shall be held at the Corporation's principal office, as provided in D.C. Code §§ 29-305.01(b) and 29-305.02(d). As authorized by D.C. Code § 29-305.09, the Board may permit shareholders and proxyholders to participate in any meeting by means of remote communication, provided the Corporation implements reasonable measures to verify participants, to provide a reasonable opportunity to participate and vote, and to record any vote or action taken by remote communication.

Section 2.3. Special Meetings. A special meeting of shareholders shall be held: (a) on call of the Board or any person authorized to do so by the Articles or these Bylaws; or (b) if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered sign, date, and deliver to the Corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held, as provided in D.C. Code § 29-305.02. Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting.

Section 2.4. Notice of Meetings. The Corporation shall notify shareholders of the date, time, and place (if any) of each annual and special shareholders' meeting no fewer than ten (10) nor more than sixty (60) days before the meeting date, as required by D.C. Code § 29-305.05. Unless the Act or the Articles require otherwise, notice need be given only to shareholders entitled to vote at the meeting. Notice of an annual meeting need not state the purpose of the meeting; notice of a special meeting shall include a description of the purpose or purposes for which the meeting is called.

Section 2.5. Waiver of Notice. A shareholder may waive any notice required by the Act, the Articles, or these Bylaws before or after the date and time stated in the notice, by a signed waiver delivered to the Corporation for inclusion in the minutes or filing with the corporate records, as provided in D.C. Code § 29-305.06. Attendance at a meeting waives objection to lack of notice or defective notice, unless the shareholder objects at the beginning of the meeting (or promptly upon arrival) to holding the meeting or transacting business and does not vote for or assent to the action.

Section 2.6. Record Date. These Bylaws may fix or provide the manner of fixing the record date for determining the shareholders entitled to notice of a meeting, to demand a special meeting, to vote, or to take any other action. If not fixed in accordance with these Bylaws, the Board may fix a future record date; if no record date is fixed for notice or voting, the record date is the day before the first notice is delivered to shareholders. A record date shall not be more than seventy (70) days before the meeting or action requiring a determination of shareholders, as provided in D.C. Code §§ 29-305.05(d) and 29-305.07.

Section 2.7. Quorum. Shares entitled to vote as a separate voting group may take action on a matter only if a quorum of those shares exists. Unless the Articles provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group, as provided in D.C. Code § 29-305.25. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment, unless a new record date is or must be set.

Section 2.8. Voting. If a quorum exists, action on a matter other than the election of directors is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Act or the Articles require a greater number of affirmative votes, as provided in D.C. Code § 29-305.25(c). Unless otherwise provided in the Articles, directors are elected by a plurality of the votes cast by the shares entitled to vote, as provided in D.C. Code § 29-305.28. Except as otherwise provided in the Articles, each outstanding share entitled to vote shall have one (1) vote on each matter voted on at a shareholders' meeting, as provided in D.C. Code § 29-305.21.

Section 2.9. Proxies. A shareholder may vote shares in person or by proxy. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission, in the manner and subject to the limitations of D.C. Code § 29-305.22. An appointment of a proxy is effective when a signed appointment form or electronic transmission is received by the person authorized to tabulate votes, and is valid for eleven (11) months unless a longer period is expressly provided.

Section 2.10. Action Without Meeting. Action required or permitted to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action. The Articles may permit such action by less than unanimous written consent of the holders of the minimum number of votes that would be required to take the action at a meeting, as provided in D.C. Code § 29-305.04. The action shall be evidenced by one or more consents in a record, bearing the date of signature, signed by the requisite shareholders and delivered to the Corporation for inclusion in the minutes or filing with the corporate records. Notice of action taken by less than unanimous consent shall be given to nonconsenting and nonvoting shareholders as required by D.C. Code § 29-305.04(e) and (f).

Section 2.11. Conduct of Meetings. The Chair of the Board, or such other person as the Board may designate, shall preside over meetings of shareholders and shall determine the order of business and the procedures for the meeting.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1. General Powers. All corporate powers shall be exercised by or under the authority of the Board, and the business and affairs of the Corporation shall be managed by or under the direction, and subject to the oversight, of the Board, except as otherwise provided in the Act or the Articles, as provided in D.C. Code § 29-306.01.

Section 3.2. Number and Qualifications. The Board shall consist of one (1) or more individuals, with the number specified in or fixed in accordance with the Articles or these Bylaws, as provided in D.C. Code § 29-306.03. The authorized number of directors shall be [NUMBER] and may be changed from time to time by amendment of these Bylaws. Directors need not be residents of the District of Columbia or shareholders of the Corporation unless the Articles or these Bylaws so require, as provided in D.C. Code § 29-306.02.

Section 3.3. Election and Term. Directors shall be elected at the first annual shareholders' meeting and at each annual meeting thereafter, unless their terms are staggered under D.C. Code § 29-306.06(c). The terms of all directors expire at the next annual shareholders' meeting following their election unless their terms are staggered, as provided in D.C. Code § 29-306.05. Despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or until there is a decrease in the number of directors.

Section 3.4. Resignation. A director may resign at any time by delivering a signed written notice to the Board or the Corporation, as provided in D.C. Code § 29-306.07. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

Section 3.5. Removal. The shareholders may remove one or more directors with or without cause, unless the Articles provide that directors may be removed only for cause, in the manner provided in D.C. Code § 29-306.08. A director may be removed only at a meeting called for the purpose of removing the director, and the meeting notice must state that such purpose is the purpose of the meeting.

Section 3.6. Vacancies. Unless the Articles provide otherwise, a vacancy on the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders or by the Board, as provided in D.C. Code § 29-306.10. If the directors remaining in office constitute fewer than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

Section 3.7. Regular Meetings. Regular meetings of the Board may be held without notice of the date, time, place, or purpose at such times and places, within or without the District of Columbia, as the Board may determine, as permitted by D.C. Code §§ 29-306.20 and 29-306.22.

Section 3.8. Special Meetings. Special meetings of the Board may be called by the Chair of the Board, the Chief Executive Officer, or any [two (2)] directors, as provided in D.C. Code § 29-306.20. Special meetings may be held at any place, within or without the District of Columbia.

Section 3.9. Notice of Special Meetings. Unless the Articles or these Bylaws provide otherwise, special meetings of the Board must be preceded by at least [two (2) days'] notice of the date, time, and place of the meeting; the notice need not describe the purpose of the meeting, as provided in D.C. Code § 29-306.22. Notice may be given by any reasonable means.

Section 3.10. Waiver of Notice. A director may waive any required notice before or after the date and time stated in the notice by a signed waiver delivered to the Corporation for inclusion in the minutes or filing with the corporate records, as provided in D.C. Code § 29-306.23. A director's attendance at or participation in a meeting waives any required notice unless the director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business and does not thereafter vote for or assent to action taken.

Section 3.11. Quorum and Voting. Unless the Articles or these Bylaws require a greater number, a quorum of the Board shall consist of a majority of the fixed number of directors (or, for a variable-range board, the number prescribed or, if none, the number in office immediately before the meeting begins), as provided in D.C. Code § 29-306.24. These Bylaws may authorize a quorum of no less than one-third (1/3) of the fixed or prescribed number of directors. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board, unless the Articles or these Bylaws require the vote of a greater number.

Section 3.12. Telephonic and Electronic Meetings. Unless the Articles or these Bylaws provide otherwise, the Board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all participating directors may simultaneously hear each other during the meeting, and a director participating by such means is deemed present in person at the meeting, as provided in D.C. Code § 29-306.20(b).

Section 3.13. Action by Unanimous Written Consent. Except to the extent the Articles or these Bylaws require that action be taken at a meeting, action required or permitted to be taken by the Board may be taken without a meeting if each director signs a consent in a record describing the action and delivers it to the Corporation, as provided in D.C. Code § 29-306.21. The action is the act of the Board when consents signed by all directors are delivered to the Corporation, and a consent signed under this Section has the effect of action taken at a meeting.

Section 3.14. Compensation. Unless the Articles or these Bylaws provide otherwise, the Board may fix the compensation of directors, as provided in D.C. Code § 29-306.01(d).

ARTICLE IV — COMMITTEES

Section 4.1. Creation of Committees. Unless the Articles or these Bylaws provide otherwise, the Board may create one or more committees and appoint one or more members of the Board to serve on each committee, as provided in D.C. Code § 29-306.25. The creation of a committee and appointment of members must be approved by the greater of a majority of all the directors in office when the action is taken or the number of directors required by the Articles or these Bylaws to take action.

Section 4.2. Powers of Committees. Each committee may exercise the powers of the Board to the extent specified by the Board or in these Bylaws, except that a committee shall not (a) authorize or approve distributions except according to a formula or method prescribed by the Board, (b) approve or propose to shareholders action that the Act requires be approved by shareholders, (c) fill vacancies on the Board or any committee, or (d) adopt, amend, or repeal these Bylaws, all as provided in D.C. Code § 29-306.25(e).

Section 4.3. Committee Procedures. The provisions of these Bylaws and the Act governing meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the Board apply to committees and their members, as provided in D.C. Code § 29-306.25(c). Each committee shall keep regular minutes of its proceedings and report to the Board as required.

ARTICLE V — OFFICERS

Section 5.1. Officers. The Corporation shall have the officers described in these Bylaws or appointed by the Board in accordance with these Bylaws, as provided in D.C. Code § 29-306.40. The officers shall include a President (or Chief Executive Officer), a Secretary, and a Treasurer (or Chief Financial Officer), and may include a Chair of the Board, one or more Vice Presidents, and such other officers as the Board may appoint. The same individual may simultaneously hold more than one office.

Section 5.2. Duties; Records. The Board (or an officer to whom the Board has delegated authority) shall assign to each officer such authority and duties as are set forth in these Bylaws or as the Board may determine, as provided in D.C. Code § 29-306.41. One of the officers shall have responsibility for preparing and maintaining minutes of the directors' and shareholders' meetings and for authenticating records of the Corporation.

Section 5.3. Election and Term. Officers shall be appointed by the Board (or by another officer if authorized by the Board or these Bylaws) and shall hold office until a successor is appointed or until the officer's earlier death, resignation, or removal. Officers need not be directors or shareholders.

Section 5.4. Resignation and Removal. An officer may resign at any time by delivering notice to the Corporation, and the resignation is effective when the notice is delivered unless it specifies a later effective date. The Board may remove any officer at any time with or without cause, as provided in D.C. Code § 29-306.43. Appointment of an officer does not itself create contract rights.

Section 5.5. Vacancies. A vacancy in any office may be filled by the Board for the unexpired portion of the term.

Section 5.6. Standards of Conduct. Each officer with discretionary authority shall discharge the officer's duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the Corporation, as provided in D.C. Code § 29-306.42.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1. Certificated and Uncertificated Shares. Shares may be certificated or uncertificated, as provided by resolution of the Board, as permitted by D.C. Code § 29-304.25. Each share certificate shall state on its face the name of the issuing Corporation and that it is organized under the law of the District of Columbia, the name of the person to whom the certificate is issued, and the number and class of shares and the designation of the series, if any, the certificate represents.

Section 6.2. Signatures. Each share certificate shall be signed, either manually or in facsimile, by two officers designated in these Bylaws or by the Board, as provided in D.C. Code § 29-304.25(d). If an officer who signed a certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

Section 6.3. Uncertificated Shares. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send the shareholder a written statement of the information required on certificates, as provided in D.C. Code § 29-304.26.

Section 6.4. Lost, Stolen, or Destroyed Certificates. The Corporation may issue a new certificate in place of one alleged to have been lost, stolen, or destroyed upon such terms, including an affidavit and an indemnity bond, as the Board may require, consistent with applicable law.

Section 6.5. Transfer of Shares. Transfers of shares shall be made on the books of the Corporation only by the record holder or by a duly authorized attorney, upon surrender of the certificate (if certificated) or proper instruction (if uncertificated), and upon compliance with applicable law and any transfer restrictions of record.

Section 6.6. Registered Holders. The Corporation may treat the registered holder of any share as the owner thereof for all purposes and is not bound to recognize any equitable or other claim or interest, except as otherwise provided by law.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1. Mandatory Indemnification. The Corporation shall indemnify a director or officer who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because of being a director or officer, against reasonable expenses incurred in connection with the proceeding, as required by D.C. Code §§ 29-306.52 and 29-306.56.

Section 7.2. Permissible Indemnification. Except as limited by the Act, the Corporation shall indemnify, to the fullest extent permitted by D.C. Code §§ 29-306.51 and 29-306.56, an individual who is a party to a proceeding because the individual is or was a director or officer against liability incurred in the proceeding if the individual: (a) acted in good faith; (b) reasonably believed (i) in the case of conduct in an official capacity, that the conduct was in the best interests of the Corporation, and (ii) in all other cases, that the conduct was at least not opposed to the best interests of the Corporation; and (c) in the case of any criminal proceeding, had no reasonable cause to believe the conduct was unlawful. A director's or officer's conduct with respect to an employee benefit plan for a purpose reasonably believed to be in the interests of the participants and beneficiaries of the plan satisfies clause (b)(ii).

Section 7.3. Limitations on Indemnification. Unless ordered by the Superior Court of the District of Columbia under D.C. Code § 29-306.54, the Corporation may not indemnify a director or officer: (a) in connection with a proceeding by or in the right of the Corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the individual met the relevant standard of conduct; or (b) in connection with any proceeding with respect to conduct for which the individual was adjudged liable on the basis of receiving a financial benefit to which the individual was not entitled, as provided in D.C. Code § 29-306.51(d).

Section 7.4. Advancement of Expenses. The Corporation shall, before final disposition of a proceeding, advance funds to pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding because of being a director or officer, if the individual delivers to the Corporation (a) a signed written affirmation of the individual's good-faith belief that the relevant standard of conduct has been met or that the proceeding involves conduct for which liability has been eliminated, and (b) a signed written undertaking to repay any funds advanced if the individual is not entitled to mandatory indemnification and it is ultimately determined that the relevant standard of conduct was not met, as provided in D.C. Code §§ 29-306.53 and 29-306.56.

Section 7.5. Determination of Entitlement. A determination that indemnification of a director or officer is permissible shall be made in the manner provided in D.C. Code § 29-306.55: (a) by a majority vote of the disinterested directors if there are at least two; (b) by a committee of two or more disinterested directors; (c) by special legal counsel; or (d) by the shareholders, with shares owned by or voted under the control of a director who is a party to the proceeding excluded.

Section 7.6. Indemnification of Employees and Agents. The Corporation may indemnify and advance expenses to an employee or agent of the Corporation who is not a director or officer to the extent, consistent with public policy, that may be provided by the Articles, these Bylaws, general or specific action of the Board, or contract, as provided in D.C. Code § 29-306.58.

Section 7.7. Insurance. The Corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the Corporation against liability asserted against or incurred by the individual in that capacity, whether or not the Corporation would have the power to indemnify or advance expenses to the individual under D.C. Code §§ 29-306.51 through 29-306.58, as provided in D.C. Code § 29-306.57.

Section 7.8. Non-Exclusivity and Continuation. The indemnification and advancement of expenses provided by this Article are not exclusive of other rights to which a person may be entitled, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the person's heirs, executors, and administrators, to the extent permitted by the Act.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1. Distributions. The Board may authorize and the Corporation may make distributions to its shareholders, subject to any restriction in the Articles and to the limitations of D.C. Code § 29-305.40, which prohibit distributions if, after giving effect to the distribution, the Corporation would not be able to pay its debts as they become due in the usual course of business or the Corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed to satisfy the preferential rights of senior shareholders.

Section 8.2. Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution. If no record date is fixed, the record date is the date the Board authorizes the distribution.

Section 8.3. Form of Distributions. Distributions may be paid in cash, in property, or in shares of the Corporation, subject to the Articles and applicable law.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1. Corporate Records. The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken without a meeting, a record of all actions taken by a committee in place of the Board, and a record of all actions taken by shareholders or the Board without a meeting, as required by D.C. Code § 29-305.60. The Corporation shall maintain appropriate accounting records and a record of its shareholders in a form that permits preparation of a list of names and addresses of all shareholders, in alphabetical order by class of shares, showing the number and class of shares held by each. Records may be maintained in any form capable of conversion into written form within a reasonable time.

Section 9.2. Records at Principal Office. The Corporation shall keep a copy of the records specified in D.C. Code § 29-305.60(e) at its principal office, including the Articles, these Bylaws, resolutions affecting classes of shares, minutes of shareholders' meetings for the past three years, written communications to shareholders for the past three years, a list of current directors and officers, and the most recent biennial report.

Section 9.3. Inspection by Shareholders. A shareholder is entitled to inspect and copy the records of the Corporation, on written demand and during regular business hours, to the extent and subject to the conditions and proper-purpose requirements set forth in D.C. Code §§ 29-305.61 and 29-305.62.

Section 9.4. Financial Statements. Upon written request, the Corporation shall furnish a shareholder its latest annual financial statements as required by D.C. Code § 29-305.20.

ARTICLE X — SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1. Corporate Seal. The Board may adopt a corporate seal in such form as it determines, but the use or non-use of a seal shall not affect the validity of any instrument.

Section 10.2. Fiscal Year. The fiscal year of the Corporation shall end on [MONTH/DAY] of each year, or as otherwise fixed by resolution of the Board.

Section 10.3. Execution of Instruments. All checks, drafts, contracts, and other instruments shall be executed on behalf of the Corporation by such officers or agents as the Board may from time to time authorize.

Section 10.4. Voting Securities of Other Entities. Unless otherwise directed by the Board, any officer of the Corporation may vote, in person or by proxy, any shares or other securities of other entities held by the Corporation.

Section 10.5. Reliance on Records and Reports. A director or officer is entitled to rely on information, opinions, reports, or statements prepared or presented by officers or employees the director or officer reasonably believes to be reliable and competent, by legal counsel, public accountants, or other persons retained as to matters within their professional or expert competence, or, in the case of a director, by a committee of which the director is not a member, as provided in D.C. Code §§ 29-306.30 and 29-306.42.

ARTICLE XI — AMENDMENTS

Section 11.1. Amendment by the Board. The Board may amend or repeal these Bylaws or adopt new bylaws, unless (a) the Articles, the Act, or D.C. Code § 29-306.20(b) reserves that power exclusively to the shareholders in whole or in part, or (b) the shareholders, in amending, repealing, or adopting a particular bylaw, expressly provide that the Board may not amend, repeal, or reinstate that bylaw, all as provided in D.C. Code § 29-306.20.

Section 11.2. Amendment by Shareholders. The shareholders may amend or repeal these Bylaws or adopt new bylaws even though the Bylaws may also be amended or repealed by the Board, as provided in D.C. Code § 29-306.20(a).

Section 11.3. Bylaw Increasing Quorum or Voting Requirements. A bylaw that fixes a greater quorum or voting requirement for shareholders or the Board may be adopted, amended, or repealed only as provided in D.C. Code §§ 29-306.20(c) and 29-306.21.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1. Emergency Bylaws. This Article shall be operative only during an emergency, as defined in D.C. Code § 29-306.03(d), being a catastrophic event, attack, disaster, epidemic or pandemic, or other emergency condition that prevents a quorum of the Board or a committee from being readily assembled, notwithstanding any different provision of these Bylaws, the Articles, or the Act, as authorized by D.C. Code § 29-306.03.

Section 12.2. Notice and Quorum. During an emergency, notice of a meeting of the Board need be given only to those directors whom it is practicable to reach, and may be given by any practicable means. One or more officers of the Corporation present at a Board meeting, as is necessary to achieve a quorum, may be deemed directors for the meeting, in order of rank and within the same rank in order of seniority, as authorized by D.C. Code § 29-306.03(c).

Section 12.3. Effect of Action. Corporate action taken in good faith during an emergency to further the ordinary business affairs of the Corporation binds the Corporation, and no director, officer, or employee acting in accordance with these emergency provisions is liable except for willful misconduct, as provided by the Act.

Section 12.4. Repeal or Change. These emergency provisions are subject to repeal or change by further action of the Board, except that no such repeal or change shall affect the validity or enforceability of any action taken before such repeal or change.

SECRETARY'S CERTIFICATE OF ADOPTION

The undersigned, being the duly appointed and acting Secretary of [CORPORATION NAME], a District of Columbia corporation, hereby certifies that the foregoing Bylaws, consisting of [____] pages, were duly adopted as the Bylaws of the Corporation by [the incorporator(s) / the Board of Directors / the shareholders] on [__/__/____] pursuant to D.C. Code § 29-306.06, and that such Bylaws are in full force and effect as of the date set forth below.

Sources & References

• District of Columbia Business Corporation Act, D.C. Code § 29-301.01 et seq. (Title 29, Chapter 3)
• D.C. Code §§ 29-104.04, 29-104.05 — Registered agent and registered office
• D.C. Code § 29-306.06 — Bylaws
• D.C. Code § 29-305.01 — Annual meeting
• D.C. Code § 29-305.02 — Special meeting
• D.C. Code § 29-305.04 — Action without meeting (shareholders)
• D.C. Code § 29-305.05 — Notice of meeting
• D.C. Code § 29-305.07 — Record date
• D.C. Code §§ 29-305.21–.22 — Shareholder voting; proxies
• D.C. Code § 29-305.25 — Quorum and voting requirements for voting groups
• D.C. Code § 29-305.28 — Election of directors
• D.C. Code §§ 29-305.40, 29-305.60–.62 — Distributions; corporate records; inspection
• D.C. Code §§ 29-306.01–.10 — Board of directors; powers, number, election, removal, vacancies
• D.C. Code §§ 29-306.20–.25 — Meetings, action without meeting, notice, quorum and voting, committees
• D.C. Code §§ 29-306.40–.43 — Officers; duties; standards of conduct; removal
• D.C. Code §§ 29-306.50–.59 — Indemnification of directors and officers; advancement; insurance
• D.C. Code § 29-306.51 — Permissible indemnification (standard of conduct)
• D.C. Code § 29-306.52 — Mandatory indemnification
• D.C. Code § 29-306.53 — Advancement of expenses

D.C. Law Library primary source: https://code.dccouncil.gov/us/dc/council/code/titles/29/chapters/3