Corporate Bylaws - Delaware

BYLAWS OF [CORPORATION NAME], a Delaware corporation

Effective as of [__/__/____]

These Bylaws (the "Bylaws") of [CORPORATION NAME] (the "Corporation"), a corporation organized under the General Corporation Law of the State of Delaware, 8 Del. C. § 101 et seq. (the "DGCL"), are adopted pursuant to 8 Del. C. § 109 and govern the conduct of the affairs of the Corporation. In the event of any conflict between these Bylaws and the Certificate of Incorporation of the Corporation, as amended or restated from time to time (the "Certificate"), or the DGCL, the Certificate and the DGCL shall control to the extent of such conflict.

ARTICLE I — OFFICES

Section 1.1. Registered Office and Registered Agent. The Corporation shall maintain a registered office in the State of Delaware and a registered agent at that office, as required by 8 Del. C. §§ 131–132. 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 by the Board of Directors (the "Board") in the manner provided by law.

Section 1.2. Principal Office. The principal office for the transaction of the business of the Corporation shall be located at [PRINCIPAL OFFICE ADDRESS], or at such other place as the Board may from time to time determine. The principal office need not be located in the State of Delaware.

Section 1.3. 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 designate or the business of the Corporation may require.

ARTICLE II — STOCKHOLDERS

Section 2.1. Place of Meetings. Meetings of stockholders may be held at such place, either within or without the State of Delaware, as may be designated by or in the manner provided in the Certificate or these Bylaws, or, if not so designated, as determined by the Board. As authorized by 8 Del. C. § 211(a), the Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place but shall instead be held solely by means of remote communication.

Section 2.2. Remote Communication. If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, participate in the meeting and be deemed present in person and vote at the meeting, in accordance with 8 Del. C. § 211(a)(2), provided that (a) the Corporation implements reasonable measures to verify that each person deemed present and permitted to vote by remote communication is a stockholder or proxyholder, (b) the Corporation implements reasonable measures to provide stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote, including an opportunity to read or hear the proceedings substantially concurrently with the proceedings, and (c) a record is maintained of any vote or other action taken by remote communication.

Section 2.3. Annual Meeting. An annual meeting of stockholders for the election of directors and the transaction of any other proper business shall be held on a date and at a time designated by or in the manner provided in these Bylaws, as required by 8 Del. C. § 211(b). Unless directors are elected by written consent in lieu of an annual meeting as permitted by 8 Del. C. § 211(b), the annual meeting shall be held each year. The failure to hold the annual meeting at the designated time shall not affect the validity of any corporate act, and any stockholder or director may apply to the Delaware Court of Chancery for an order compelling a meeting as provided in 8 Del. C. § 211(c).

Section 2.4. Special Meetings. Special meetings of stockholders, for any purpose or purposes, may be called at any time by the Board, the Chair of the Board, or the Chief Executive Officer, and shall be called by such persons as may be authorized by the Certificate or these Bylaws, as permitted by 8 Del. C. § 211(d). Business transacted at a special meeting shall be limited to the purpose or purposes stated in the notice of the meeting.

Section 2.5. Notice of Meetings. Written notice of each meeting of stockholders, stating the place (if any), date, hour, the means of remote communication (if any) by which stockholders may participate, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at the meeting, in accordance with 8 Del. C. § 222. Notice may be given by any means permitted by 8 Del. C. § 232.

Section 2.6. Waiver of Notice. A written waiver of notice signed by a stockholder, or a waiver by electronic transmission, whether before or after the time of the meeting, shall be equivalent to notice. Attendance of a stockholder at a meeting shall constitute a waiver of notice, except where the stockholder attends solely to object, at the beginning of the meeting, to the transaction of business because the meeting was not lawfully called or convened, as provided in 8 Del. C. § 229.

Section 2.7. Record Date. The Board may fix a record date to determine the stockholders entitled to notice of and to vote at any meeting, which record date shall not be more than sixty (60) nor less than ten (10) days before the meeting date, as provided in 8 Del. C. § 213. If no record date is fixed, the record date shall be the close of business on the day next preceding the day on which notice is given. A separate record date may be fixed for any other action, including the determination of stockholders entitled to receive a distribution or to consent to corporate action.

Section 2.8. Stockholder List. The Corporation shall prepare, at least ten (10) days before every meeting, a complete list of stockholders entitled to vote, arranged in alphabetical order and showing the address and number of shares registered to each stockholder, and shall make such list available for examination as required by 8 Del. C. § 219.

Section 2.9. Quorum. Except as otherwise provided by the Certificate or the DGCL, the holders of a majority of the voting power of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum, as provided in 8 Del. C. § 216. In no event shall a quorum consist of less than one-third (1/3) of the voting power of the shares entitled to vote. If a quorum is not present, the holders of a majority of the voting power present may adjourn the meeting. Once a quorum is present, it is not broken by the subsequent withdrawal of stockholders.

Section 2.10. Voting. Except as otherwise provided by law, the Certificate, or these Bylaws, each stockholder shall be entitled to one (1) vote for each share entitled to vote held of record. In all matters other than the election of directors, an action is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless a greater vote is required by law, the Certificate, or these Bylaws. Directors shall be elected by a [plurality / majority — verify Certificate] of the votes cast, as provided in 8 Del. C. § 216(3).

Section 2.11. Proxies. Each stockholder entitled to vote may authorize another person to act for such stockholder by proxy, executed in any manner permitted by 8 Del. C. § 212. No proxy shall be voted after three (3) years from its date unless the proxy provides for a longer period. A proxy is revocable unless it is irrevocable and coupled with an interest sufficient in law to support an irrevocable power.

Section 2.12. Action by Written Consent. Unless otherwise provided in the Certificate, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing or by electronic transmission, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize such action at a meeting, and are delivered to the Corporation in the manner required by 8 Del. C. § 228. Prompt notice of any action taken by less than unanimous written consent shall be given to those stockholders who did not consent.

Section 2.13. Conduct of Meetings; Inspectors of Election. The Chair of the Board, or such other person as the Board may designate, shall preside over meetings of stockholders. The Board may, and to the extent required by 8 Del. C. § 231 shall, appoint one or more inspectors of election to act at any meeting.

ARTICLE III — BOARD OF DIRECTORS

Section 3.1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, except as otherwise provided in the DGCL or the Certificate, as provided in 8 Del. C. § 141(a).

Section 3.2. Number and Qualifications. The Board shall consist of one (1) or more directors, each of whom shall be a natural person. The authorized number of directors shall be [NUMBER] and may be fixed or changed from time to time by resolution of the Board or by amendment of these Bylaws, unless the Certificate fixes the number of directors, in which case a change shall be made only by amendment of the Certificate, as provided in 8 Del. C. § 141(b). Directors need not be stockholders or residents of Delaware unless required by the Certificate or these Bylaws.

Section 3.3. Election and Term. Except as otherwise provided in the Certificate or by law, directors shall be elected at each annual meeting of stockholders. Each director shall hold office until such director's successor is elected and qualified or until such director's earlier death, resignation, or removal, as provided in 8 Del. C. § 141(b). If the Certificate provides for a classified board under 8 Del. C. § 141(d), such provisions shall control.

Section 3.4. Resignation. Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation, as provided in 8 Del. C. § 141(b). A resignation is effective when delivered unless it specifies a later effective date or an effective date determined upon the happening of an event.

Section 3.5. Removal. Except as otherwise provided in the Certificate, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, subject to the limitations of 8 Del. C. § 141(k) (including the rules applicable to classified boards and cumulative voting).

Section 3.6. Vacancies and Newly Created Directorships. Unless otherwise provided in the Certificate or these Bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, as provided in 8 Del. C. § 223. A director so chosen shall hold office until the next election of the class for which such director was chosen, or, if not classified, until the next election of directors, and until such director's successor is elected and qualified.

Section 3.7. Regular Meetings. Regular meetings of the Board may be held at such times and places, within or without the State of Delaware, as the Board may determine, without notice other than such resolution.

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. Special meetings may be held at any place, within or without the State of Delaware.

Section 3.9. Notice of Special Meetings. Notice of each special meeting of the Board, stating the place, date, and hour, 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), by personal delivery, mail, telephone, or electronic transmission. Notice need not state the purpose of the meeting. The notice requirements of this Section may be waived as provided in Section 3.12.

Section 3.10. Quorum and Voting. A majority of the total number of directors shall constitute a quorum for the transaction of business, unless the Certificate or these Bylaws require a greater number; provided that, unless the Certificate provides otherwise, these Bylaws may fix a quorum at no less than one-third (1/3) of the total number of directors, as provided in 8 Del. C. § 141(b). The 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 the Certificate or these Bylaws.

Section 3.11. Telephonic and Electronic Meetings. Members of the Board or any committee may participate in a meeting by means of conference telephone or other communications equipment by which all persons participating can hear each other, and participation by such means shall constitute presence in person at the meeting, as provided in 8 Del. C. § 141(i).

Section 3.12. Waiver of Notice. A written waiver of notice, or a waiver by electronic transmission, signed by a director, whether before or after the meeting, shall be equivalent to notice. Attendance of a director at a meeting shall constitute a waiver of notice, except where the director attends solely to object, at the beginning of the meeting, to the transaction of business because the meeting was not lawfully called or convened, as provided in 8 Del. C. § 229.

Section 3.13. Action by Unanimous Written Consent. Unless otherwise restricted by the Certificate or these Bylaws, any action required or permitted to be taken at any meeting of the Board or any committee may be taken without a meeting if all members of the Board or committee consent thereto in writing or by electronic transmission, and the consents are filed with the minutes of proceedings, as provided in 8 Del. C. § 141(f).

Section 3.14. Compensation. The Board may fix the compensation of directors and may provide for reimbursement of expenses incurred in connection with attendance at meetings or the performance of their duties, as provided in 8 Del. C. § 141(h). No such payment shall preclude a director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV — COMMITTEES

Section 4.1. Designation of Committees. The Board may, by resolution passed by a majority of the whole Board, designate one (1) or more committees, each committee to consist of one (1) or more directors of the Corporation, as provided in 8 Del. C. § 141(c). The Board may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting.

Section 4.2. Powers of Committees. Any such committee, to the extent provided in the resolution of the Board or in these Bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, except that no committee shall have the power or authority to approve or adopt, or recommend to stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or to adopt, amend, or repeal any bylaw, as provided in 8 Del. C. § 141(c)(2).

Section 4.3. Committee Procedures. Each committee shall keep regular minutes of its meetings and report to the Board when required. Unless otherwise provided by the Board, a majority of the members of a committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. The provisions of these Bylaws governing meetings, notice, waiver of notice, telephonic participation, and action by unanimous written consent of the Board shall apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1. Officers. The officers of the Corporation shall be chosen by the Board and shall include a President (or Chief Executive Officer), a Secretary, and a Treasurer (or Chief Financial Officer). The Board may also elect a Chair of the Board, one or more Vice Presidents, and such other officers and assistant officers as the Board deems necessary, as provided in 8 Del. C. § 142. Any number of offices may be held by the same person unless the Certificate or these Bylaws otherwise provide.

Section 5.2. Election and Term. The officers shall be elected by the Board and shall hold office until their successors are elected and qualified or until their earlier death, resignation, or removal. Officers need not be directors or stockholders.

Section 5.3. Removal and Resignation. Any officer may be removed by the Board at any time, with or without cause, without prejudice to the contract rights, if any, of the officer. Any officer may resign at any time upon written notice to the Corporation. As required by 8 Del. C. § 142(b), one officer shall have the duty to record the proceedings of meetings of stockholders and directors in a book kept for that purpose.

Section 5.4. Vacancies. A vacancy in any office may be filled by the Board for the unexpired portion of the term.

Section 5.5. Duties. The officers shall have such authority and perform such duties in the management of the Corporation as may be prescribed by the Board or these Bylaws.

(a) Chair of the Board. The Chair, if one is elected, shall preside at meetings of the Board and of stockholders and shall have such other powers and duties as the Board may assign.

(b) President / Chief Executive Officer. The President or Chief Executive Officer shall have general supervision and management of the business and affairs of the Corporation, subject to the direction of the Board.

(c) Vice Presidents. Each Vice President shall have such powers and perform such duties as the Board or the Chief Executive Officer may assign.

(d) Secretary. The Secretary shall record and keep the minutes of meetings of stockholders and directors, give required notices, maintain the stock records, and have custody of the corporate seal, if any.

(e) Treasurer / Chief Financial Officer. The Treasurer or Chief Financial Officer shall have custody of the corporate funds and securities, keep full and accurate accounts, and render financial statements as required by the Board.

Section 5.6. Compensation. The compensation of officers shall be fixed by the Board or by a committee or officer to whom such authority has been delegated.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1. Certificated and Uncertificated Shares. The shares of the Corporation may be certificated or uncertificated, as provided by resolution of the Board, and as permitted by 8 Del. C. § 158. Every holder of stock represented by certificates shall be entitled to a certificate signed by, or in the name of the Corporation by, any two authorized officers, as provided in 8 Del. C. § 158.

Section 6.2. Signatures. Any or all signatures on a certificate may be a facsimile. If an officer, transfer agent, or registrar who has signed a certificate has ceased to hold such position before the certificate is issued, it may be issued by the Corporation with the same effect as if the person held the position at the date of issue.

Section 6.3. 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 of that fact and, if the Board so requires, a bond sufficient to indemnify the Corporation, as provided in 8 Del. C. § 167.

Section 6.4. 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 for cancellation of the certificate (if certificated) or upon proper instruction (if uncertificated), and upon compliance with applicable law and any transfer restrictions of record.

Section 6.5. Registered Stockholders. The Corporation shall be entitled to treat the registered holder of any share as the absolute owner thereof for all purposes, and shall not be bound to recognize any equitable or other claim to or interest in such share, except as otherwise provided by law.

ARTICLE VII — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 7.1. Right to Indemnification. To the fullest extent permitted by 8 Del. C. § 145, as the same may be amended (but only to the extent any amendment permits broader indemnification), the Corporation shall indemnify 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, while a director or officer, is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred, if such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe the person's conduct was unlawful, as provided in 8 Del. C. § 145(a).

Section 7.2. Actions by or in the Right of the Corporation. In the case of a Proceeding by or in the right of the Corporation to procure a judgment in its favor, indemnification shall be limited to expenses (including attorneys' fees) actually and reasonably incurred in connection with the defense or settlement, and no indemnification shall be made in respect of any claim as to which the person is adjudged liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which the Proceeding was brought determines that the person is fairly and reasonably entitled to indemnity, as provided in 8 Del. C. § 145(b).

Section 7.3. Mandatory Indemnification for Success. To the extent that a present or former director or officer has been successful on the merits or otherwise in defense of any Proceeding referred to in Sections 7.1 or 7.2, or in defense of any claim, issue, or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred, as provided in 8 Del. C. § 145(c).

Section 7.4. 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 its final disposition upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified, as provided in 8 Del. C. § 145(e). The Corporation may advance expenses to employees and agents on such terms as it deems appropriate.

Section 7.5. Determination of Entitlement. Any indemnification under Sections 7.1 or 7.2 (unless ordered by a court) shall be made only upon a determination that indemnification is proper because the person has met the applicable standard of conduct, made in the manner set forth in 8 Del. C. § 145(d): (a) by a majority vote of the directors who are not parties to the Proceeding, even though less than a quorum; (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (d) by the stockholders.

Section 7.6. Indemnification of Others. The Corporation may, to the extent authorized by the Board, indemnify and advance expenses to employees and agents of the Corporation with the same scope and effect as the indemnification of directors and officers provided in this Article.

Section 7.7. Non-Exclusivity. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which a person may be entitled under the Certificate, any agreement, vote of stockholders or disinterested directors, or otherwise, as provided in 8 Del. C. § 145(f). A right to indemnification or advancement arising under a provision of these Bylaws shall not be eliminated or impaired by an amendment to or repeal of such provision after the occurrence of the act or omission that is the subject of the Proceeding, unless the provision in effect at the time explicitly authorizes such elimination or impairment.

Section 7.8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation against any liability asserted against such person, whether or not the Corporation would have the power to indemnify such person against such liability under 8 Del. C. § 145(g).

Section 7.9. Continuation; Successors. The indemnification and advancement of expenses provided by this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person, as provided in 8 Del. C. § 145(j).

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1. Dividends. Subject to the Certificate and the limitations of 8 Del. C. § 170, the Board may declare and pay dividends upon the shares of the Corporation, either out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year, as permitted by law.

Section 8.2. Reserves. The Board may set apart out of any funds of the Corporation available for dividends such reserves as the Board deems proper for any lawful corporate purpose, and may modify or abolish any such reserve.

Section 8.3. Form of Distributions. Distributions may be paid in cash, in property, or in shares of the Corporation's capital stock, subject to the Certificate and applicable law.

ARTICLE IX — RECORDS AND REPORTS

Section 9.1. Books and Records. The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of its stockholders, Board, and committees, and a stock ledger giving the names and addresses of stockholders and the number of shares held by each. Records may be maintained in any information storage device or method, provided they can be converted into clearly legible paper form within a reasonable time, as provided in 8 Del. C. § 224.

Section 9.2. Inspection by Stockholders. Any stockholder, in person or by attorney or other agent, shall have the right, upon written demand under oath stating a proper purpose, to inspect and copy the Corporation's stock ledger, list of stockholders, and other books and records, during the usual hours for business, to the extent and in the manner provided in 8 Del. C. § 220.

Section 9.3. Inspection by Directors. Any director shall have the right to examine the Corporation's stock ledger, books, records, and documents of every kind, and to inspect the physical properties of the Corporation, for a purpose reasonably related to the director's position, as provided in 8 Del. C. § 220(d).

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. The seal may be used by causing it or a facsimile to be affixed, impressed, or reproduced. The absence 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 owned by the Corporation.

Section 10.5. Reliance on Records. A director or officer shall, in the performance of duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports, or statements presented by officers, employees, committees, or other persons as to matters the director or officer reasonably believes to be within such person's professional or expert competence, as provided in 8 Del. C. § 141(e).

Section 10.6. Forum. Unless the Corporation consents in writing to the selection of an alternative forum, and to the fullest extent permitted by 8 Del. C. § 115, the Court of Chancery of the State of Delaware (or, if the Court of Chancery lacks jurisdiction, another state or federal court located in the State of Delaware) shall be the sole and exclusive forum for any internal corporate claim.

ARTICLE XI — AMENDMENTS

Section 11.1. Amendment by Stockholders. These Bylaws may be adopted, amended, or repealed by the stockholders entitled to vote, as provided in 8 Del. C. § 109(a). The power to adopt, amend, or repeal bylaws is conferred upon the stockholders and may not be divested or limited where the stockholders are the original adopters.

Section 11.2. Amendment by the Board. As provided in the Certificate pursuant to 8 Del. C. § 109(a), the Board is authorized to adopt, amend, or repeal these Bylaws by the affirmative vote of a majority of the directors then in office; provided that the power conferred upon the Board shall not divest or limit the power of the stockholders to adopt, amend, or repeal bylaws.

Section 11.3. Limitations. No amendment shall be inconsistent with the Certificate or the DGCL.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1. Emergency Bylaws. This Article shall be operative during any emergency resulting from an attack on the United States, a nuclear or atomic disaster, an epidemic or pandemic, a catastrophe, an act of terrorism, a declared national or local emergency, or any similar event that makes it impracticable for the Corporation to conduct its business in the usual manner, as contemplated by 8 Del. C. § 110, notwithstanding any different or conflicting provision of these Bylaws, the Certificate, or the DGCL.

Section 12.2. Meetings. During any such emergency, a meeting of the Board may be called by any director or officer by such notice and to such persons as is feasible under the circumstances. The director or directors in attendance at a meeting shall constitute a quorum.

Section 12.3. Substitute Officers and Directors. To the extent required to constitute a quorum at any meeting during an emergency, the officers of the Corporation who are present shall, unless otherwise provided by the Board, be deemed, in order of rank and within the same rank in order of seniority, directors for such meeting, as authorized by 8 Del. C. § 110(a)(3).

Section 12.4. Liability. No officer, director, or employee acting in accordance with any emergency bylaw shall be liable except for willful misconduct. Corporate action taken in good faith in an emergency to further the ordinary business affairs of the Corporation shall bind the Corporation, as provided in 8 Del. C. § 110(d) and (e).

Section 12.5. Repeal or Change. These emergency provisions shall be subject to repeal or change by further action of the Board or the stockholders, except that no such repeal or change shall modify the provisions of Section 12.4 with regard to action taken prior to the time of such repeal or change.

SECRETARY'S CERTIFICATE OF ADOPTION

The undersigned, being the duly elected and acting Secretary of [CORPORATION NAME], a Delaware corporation, hereby certifies that the foregoing Bylaws, consisting of [____] pages, were duly adopted as the Bylaws of the Corporation by [the incorporator / the Board of Directors / the stockholders] on [__/__/____], and that such Bylaws are in full force and effect as of the date set forth below.

Sources & References

• Delaware General Corporation Law, 8 Del. C. § 101 et seq.
• 8 Del. C. § 109 — Adoption, amendment, and repeal of bylaws
• 8 Del. C. § 110 — Emergency bylaws and other emergency powers
• 8 Del. C. § 115 — Forum selection provisions
• 8 Del. C. §§ 131–132 — Registered office and registered agent
• 8 Del. C. §§ 141–142 — Board of directors; quorum and committees; officers
• 8 Del. C. § 145 — Indemnification of officers, directors, employees and agents; insurance
• 8 Del. C. §§ 158, 167 — Stock certificates; lost certificates
• 8 Del. C. § 170 — Dividends; payment; wasting asset corporations
• 8 Del. C. § 211 — Meetings of stockholders; annual meeting; remote communication
• 8 Del. C. §§ 212–213 — Voting rights; proxies; fixing record date
• 8 Del. C. § 216 — Quorum and required vote for stock corporations
• 8 Del. C. § 219 — List of stockholders entitled to vote
• 8 Del. C. § 220 — Inspection of books and records
• 8 Del. C. § 222 — Notice of meetings and adjourned meetings
• 8 Del. C. § 223 — Vacancies and newly created directorships
• 8 Del. C. § 224 — Form of records
• 8 Del. C. § 228 — Consent of stockholders in lieu of meeting
• 8 Del. C. §§ 229, 231, 232 — Waiver of notice; inspectors of election; notice by electronic transmission

Delaware Code primary source: https://delcode.delaware.gov/title8/c001/