BYLAWS OF
[NAME OF CORPORATION]

I. INCORPORATION. It is recognized that [NAME OF CORPORATION] (“Corporation”) is a duly organized corporation authorized to do business in the State of [STATE OF FORMATION] (“State of Formation”) by its Articles of Incorporation or similar registered documents.

II. STATE LAW. The Corporation is organized under the relevant laws of the State of Formation (“Statutes”), and except as otherwise provided herein, the Statutes shall apply to the governance of the Corporation.

III. PURPOSE. The purpose of the Corporation is to engage in any lawful activity for which corporations may be formed.

IV. ANNUAL MEETING. Meetings of Shareholders shall be held at the principal office of the Corporation or at such other place that may be determined from time to time by the Board of Directors of the Corporation. The purpose of the annual meeting shall be to elect the Board of Directors, officers and decide on any other business activities and/or corporate decisions.

An annual meeting must be held within 13 months after the last annual meeting or the date of the original organization of the Corporation. If an annual meeting has not been made within such time, then any Shareholder or Director may demand a meeting to be held within [# OF DAYS] days after proper notice has been made.

V. SPECIAL MEETINGS. Unless otherwise proscribed by statute, special meetings of the Shareholders may be called by: (check all that apply)

☐ – President (or Chief Executive Officer).

☐ – [#]% of the Board of Directors.

☐ – [#]% of the Shareholders.

☐ – Other. [OTHER]

After a special meeting has been called, the Board of Directors shall decide its time and place within [#] days after the special meeting has been called.

VI. PLACE OF MEETINGS. Annual and special meetings shall be determined by the Board of Directors. By default, such meetings shall take place at the principal office of the Corporation. Shareholders of all classes and series may attend any meeting of the Corporation.

Such meetings may be attended: (check all that apply)

☐ – In-person at the Corporation’s principal office.

☐ – Via remote communication, the method to be determined by the Board of Directors.

☐ – Other. [OTHER]

All communication methods shall offer each attending Shareholder the right to be present, vote on business matters, and provide their consent or dissent for any actionable item.

VII. DISSOLUTION. The Corporation may only be dissolved in the following ways: (check all that apply)

☐ – [#]% vote by the Board of Directors.

☐ – [#]% vote by the Shareholders.

☐ – Other. [OTHER]

VIII. NOTICE OF MEETINGS. Written notice shall be provided to each Shareholder of any meeting that such Shareholder is permitted to take action in the form of a vote and/or offer their consent or dissent for any actionable item. Such written notice shall detail the time, place, remote access (if available), and in the case of a special meeting, the purpose or purposes for which the meeting is called.

Notice of any meeting can be sent to the Shareholders by the following method(s): (check all that apply):

☐ – E-Mail.

☐ – Mailing Address via United States Mail (postage paid by the Corporation).

☐ – Fax.

☐ – Hand-Delivered.

☐ – Other. [OTHER]

IX. QUORUM. A quorum, which represents the required number of individuals to be present to hold an annual or special meeting, shall be: (check all that apply)

☐ – [#]% of the Board of Directors being present.

☐ – [#]% of the Shareholders being present.

☐ – Other. [OTHER]

Upon meeting the requirements of the quorum, the attending individuals of the meeting shall be able to take action and make decisions for the Corporation.

X. ACTIONS OF THE CORPORATION. Actions made on behalf of the Corporation must be: (check one)

☐ – Made with a Meeting ONLY. Any action required to be taken or which may be taken at any meeting, whether annual or special, must be taken with a meeting, in accordance with these Bylaws.

☐ – Can be Made WITHOUT a Meeting. Any action required to be taken or which may be taken at any meeting, whether annual or special, may be taken without a meeting, without prior notice, and without a vote, if consent is in writing, setting forth the action so taken, and shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all Shareholders entitled to vote were present and voted.

XI. CORPORATE SEAL. The Corporation shall: (check one)

☐ – HAVE a Corporate Seal. The corporate seal shall be in such form that the Board of Directors shall approve.

☐ – NOT HAVE a Corporate Seal.

XII. EXECUTION OF DOCUMENTS. All contracts, checks, drafts, demands for money, notes, and other legal instruments or rights of any nature of the Corporation may be signed by: (check all that apply)

☐ – Board of Directors.

☐ – Chairperson.

☐ – President.

☐ – Treasurer.

☐ – Secretary.

☐ – Other. [OTHER]

XIII. INDEMNIFICATION. Subject to any applicable statute, any Director or Officer of the Corporation shall: (check one)

☐ – BE INDEMNIFIED and held harmless by the Corporation to the fullest extent of the law. This includes, but is not limited to, a party to any action, suit, or proceeding, by reason of the fact of being a testator or intestate representative, is or was a Director, Officer, Agent, or Employee of the Corporation.

☐ – NOT BE INDEMNIFIED or held harmless in any way by the Corporation.

XIV. AMENDMENTS. These Bylaws may be amended by: (check all that apply):

☐ – [#]% vote of the Board of Directors.

☐ – [#]% vote of the Shareholders.

☐ – Other. [OTHER]

XV. STOCK CERTIFICATES. The Corporation may provide shares of stock: (check one)

☐ – WITH CERTIFICATES. The Corporation, within a reasonable time after issue or transfer of shares without certificates, provide Shareholders a written statement of the information that is required by law to be on the certificates. Upon written request to the Secretary, a Shareholder may request certified stock certificates as provided by the Board of Directors.

☐ – WITHOUT CERTIFICATES. The Corporation, within a reasonable time after issue or transfer of shares without certificates, provide Shareholders a written statement of the information that is required by law to be on the certificates.

XVI. DIRECTORS. The Corporation shall be managed by [#] Directors, who together constitute the Board of Directors.

a.) Nomination. The Board of Directors shall be elected by the Shareholders at the annual meeting by the vote of Shareholders holding of record in the aggregate at least a plurality of the shares of stock of the Corporation present in person or by proxy and entitled to vote at the annual meeting of Shareholders. Each Director serving a term of [#] years unless removed by the Shareholders or upon the Director’s resignation.

b.) Quorum. It is required that a majority of the Board of Directors be present to be considered a quorum.

c.) Regular Meetings. By resolution and after the annual meeting, the Board of Directors may provide a time and place to meet without notice other than that resolution.

d.) Special Meetings. Special meetings may be demanded by any Officer or Director of the Corporation. Such demand must be made by submitting written notice via the United States Postal Service and by providing at least five (5) days’ notice.

e.) Remote Communication. One or more Directors may participate in meetings of the Board or a committee of the Board by any communication, including videoconference, by means of which all participating Directors can simultaneously hear each other during the meeting. Participation in this manner shall constitute presence in person at such meeting.

XVII. CONFLICT OF INTEREST. A Director of the Corporation has a conflict of interest if the Director has an existing or potential business, financial or personal interest or holds an elected or appointed position that could impair or might reasonably appear to impair the exercise of independent, unbiased judgment in the discharge of his or her responsibilities to the Corporation.

XVIII. OFFICERS. The officers of the Corporation shall be a Chairperson, a President, a Secretary, and a Treasurer, and such other officers as the Board may from time to time appoint, including one or more Vice Presidents and such other officers as it deems advisable.

XIX. LIST OF SHAREHOLDERS. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before any meeting of Shareholders, a complete list of the Shareholders entitled to vote at the meeting, arranged alphabetically, and showing the address of each Shareholder and the number of shares held by each Shareholder.

XX. CERTIFICATION. The original, or a copy of these bylaws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the Corporation’s principal executive office and shall be open to inspection by the stockholders of the Corporation, at all reasonable times during office hours.

By the signature below, these bylaws are hereby certified to be a complete and correct copy of the above-named Corporation, duly adopted by the initial Board of Directors on [DATE].

By: _________________________________ Date: ________________

Print Name: _________________________________ Title: ________________