About these Bylaws
These are the Bylaws of , the Company.
The Company was formed under the laws of the state of Delaware. As a result, Delaware law governs the Internal Affairs of the Company. How the Company is organized, how the Company makes business decisions, rights and responsibilities of those involved with the Company, and disputes between them are examples of Internal Affairs.
The most important Delaware law governing Delaware corporations is the Delaware General Corporation Law, or Corporation Law for short. Under the Corporation Law, the most important document setting out rules for the Company is its Certificate of Incorporation. The Certificate of Incorporation was filed with the Secretary of State of Delaware to form the Company. Changes to the Certificate of Incorporation require stockholder votes and additional filings with the Secretary of State.
The Company may put any rules that do not contradict its Certificate of Incorporation or the Corporation Law in these Bylaws. If there is ever a dispute about the Company's rules, courts will try to read the Certificate of Incorporation and Bylaws so they make sense together. If that is not possible, the Certificate of Incorporation will trump Bylaws. As described in Changing Bylaws, the Certificate of Incorporation may give the Company's board of directors, the Board, power to change Bylaws.
In addition to the Certificate of Incorporation and Bylaws, the Corporation Law provides a number of rules that apply when neither the Certificate of Incorporation nor Bylaws address a topic. These are called Default Rules. Still other rules in the Corporation Law, and possibly in other states' laws, apply to the Internal Affairs of the Company no matter what. These are Mandatory Rules. The Certificate of Incorporation and Bylaws, as well as Default Rules and Mandatory Rules as they change over time, all add up to the rules for the Internal Affairs of the Company.
Stockholder Action Without Meeting
None of these Bylaws prevents stockholders from taking action without a meeting per the Corporation Law.
Annual Stockholders Meetings
The Board will decide the dates and times of any annual stockholders meetings.
Special Stockholders Meetings
Who May Call Special Stockholders Meetings
In addition to the Board, the chair of the Board, the chief executive officer, the president, or, subject to Notice of Special Meeting Called by Stockholders, one or more stockholders whose combined shares represent at least 50% of the votes at the meeting, may also also call special stockholders meetings.
Notice of Special Meeting Called by Stockholders
To call a special stockholders meeting, stockholders must give notice to the chair of the Board, the chief executive officer, the president, or the secretary. The notice must describe the business stockholders will do at the special stockholders meeting. The Board will decide the place, time, and other details of special stockholders meetings called by stockholders, which will happen from 35 to 60 days after receipt of notice.
Notice to Stockholders
The Company will give notice to stockholders per the Corporation Law.
The number of stockholders needed for quorum will be per the Corporation Law.
Chair of Stockholders Meeting
The Board may designate the chair of each stockholders meeting. If the Board does not designate a chair, the chair will be the first of the following who is available to serve as chair: the chief executive officer, the president, or the person chosen by a majority of shares voting at the stockholders meeting. The chair of a stockholders meeting will determine the order of business and rules of procedure for the stockholders meeting and announce when the polls open and close. The chair of a stockholders meeting may also adjourn the stockholders meeting.
Secretary of Stockholders Meeting
The secretary of the Company will be the secretary of each stockholders meeting. If the secretary of the Company is not available, the chair of the stockholders meeting will appoint the secretary of the stockholders meeting.
Subject to the Mandatory Rules of the Corporation Law, stockholders will elect directors by plurality vote and take other action by majority vote of all shares entitled to vote.
Stockholders may authorize others to vote their shares by proxy per the Corporation Law.
Stockholder Election Inspectors
The Company will not appoint inspectors of stockholders meetings while it is exempt from the Mandatory Rules of the Corporation Law requiring inspectors.
The Board may set record dates for counting stockholders according to the Corporation Law.
Director Action Without Meeting
None of these Bylaws prevents directors from taking action without a meeting per the Corporation Law.
Remote Participation by Directors
None of these Bylaws restricts any director from participating remotely by conference call or other technology allowed by the Corporation Law.
Number of Directors
When these bylaws are first adopted, the number of directors will be . After these bylaws are adopted, the either the board or the stockholders can change the number of directors. Neither the stockholders nor the board can remove a director from the board before the end of their term by reducing the number of directors.
Filling New or Vacant Directorships
Vacant directorships may be filled by the board or the stockholders per the Corporation Law.
The number of directors needed for quorum will be per the Corporation Law. Quorum is required whenever the board takes action, and not just at the beginning of meetings.
Regular Directors Meetings
The Board will hold regular meetings. The Board will decide the place, time, and other details of regular meetings and communicate those decisions to current and any new directors. No other notice will be required for regular meetings.
Special Directors Meetings
Who May Call Special Directors Meetings
Subject to Notice of Special Directors Meeting, the chair of the Board, the chief executive officer, or the president may call special directors meetings.
Notice of Special Directors Meeting
To call a special directors meeting, the one calling the meeting must give notice to each director at least 7 calendar days before the meeting will happen. The notice must describe the business directors will do at the special directors meeting, as well as the place, time, and other details of the meeting.
None of these Bylaws restricts directors from fixing director compensation per the Corporation Law.
Chair of the Board
The Board may appoint a chair of the Board. The chair of the Board is not an officer of the Company.
Creation of Committees
None of these Bylaws restricts directors from creating committees per the Corporation Law.
Each committee will follow Director Action Without Meeting, Remote Participation by Directors, Directors Quorum, Regular Directors Meetings, and Special Directors Meetings, but applied to the committee, rather than to the Board as a whole. In addition, each committee will keep minutes of its meetings and provide copies to the Board. Otherwise, each committee will set and follow its own rules and procedures.
Alternate members of any committee must receive every notice given to regular members of the committee. Alternate members may attend any committee meeting.
Types of Officers
The Company will have a president and a secretary. If the Board decides, they Company may also have a treasurer, any number of vice presidents, assistant secretaries, and assistant treasurers, or both. In addition, the Board may empower the chief executive officer or president to appoint other officers and agents. The chief executive officer and president will set the terms of office and authorities of officers they appoint.
None of these Bylaws prevent any person from holding multiple offices.
Removal of Officers
Subject to any rights under an employment contract, a majority of the Board may remove any officer.
Vacant offices may be filled per the Corporation Law.
The president will be the chief executive officer of the Company. The president will supervise, direct, and control the business, officers, and employees of the Company generally, as well as any other powers presidents and chief executive officers usually have.
The Board will designate one vice president to exercise the power of the president in the president's absence or disability.
The secretary will keep minutes and copies of written actions of stockholders, the Board, and any board committees, as directed by the Board. The secretary will record the time and place of every meeting or other corporate action, as well as the names of those present at directors meetings and the number of shares represented at stockholders meetings.
The secretary will keep an original or duplicate share register as determined by the Board. The register will record the name the names of all stockholders and their addresses, the number and classes of shares held by each stockholder, the number and date of any stock certificates, and the number and date every cancelled certificate.
The secretary will give all required notices of stockholders meetings and directors meetings.
The treasurer will be the chief financial officer of the Company. The treasurer will keep Company financial records, report on the Company's finances, and make authorized disbursements of Company funds.
Additional Officer Powers and Responsibilities
Stockholders and the Board may give officers powers and responsibilities in addition to those listed in Officers.
Voting Securities of Other Legal Entities
Unless otherwise directed by the Board, the president will have the power to vote and otherwise act on behalf of the Company in its capacity as holder of securities of other legal entities. The president may delegate this power to other officers as the president chooses.
The Board will decide who can sign and endorse checks and similar negotiable instruments for the Company.
The Board will decide when fiscal year of the Company ends.
Transfer Of Stock
The Company will issue a new certificate or notice of issuance of shares, cancel any old certificate, and record the transfer of ownership of shares when it receives transfer instructions from the record holder of shares and good evidence that the owner of the shares has changed.
California Records Requirement
The provisions of California Corporations Code section 1501 are waived to fullest legal extent.
Copies of signatures and electronic signatures will be equivalent to manual signatures of stockholders, directors, and officers.
Stockholders may change Bylaws per the Corporation Law. The Board may change Bylaws if the Certificate of Incorporation gives it that power.