Free Corporate Bylaws Template

OFFICES

The principal office of TechVenture Innovations Inc. shall be located at 500 Innovation Drive, Suite 200, Wilmington, DE 19801, in the State of Delaware. The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require.

SHAREHOLDERS

Annual Meeting. The annual meeting of shareholders shall be held during the month of May each year, at such date, time, and place as shall be designated by the Board of Directors, for the purpose of electing directors and transacting such other business as may properly come before the meeting (per DGCL §211(b); Model Business Corporation Act §7.01).

Notice. Written notice of each meeting of shareholders shall be given not fewer than 20 days before the date of the meeting to each shareholder entitled to vote at such meeting (and in any event not fewer than ten (10) nor more than sixty (60) days before the meeting, as required by DGCL §222(b); Model Business Corporation Act §7.05). Such notice shall state the place, date, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

Quorum. The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders (per DGCL §216; Model Business Corporation Act §7.25). If a quorum is not present, the meeting may be adjourned to a later date.

Voting. Each share of common stock shall entitle the holder thereof to one vote. Except as otherwise provided by law or the Articles of Incorporation, the affirmative vote of a simple majority of votes cast shall be the act of the shareholders (per DGCL §216; Model Business Corporation Act §7.25).

Special Meetings. Special meetings of the shareholders may be called by the Board of Directors (consistent with DGCL §211(d); Model Business Corporation Act §7.02). Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting.

Proxies. A shareholder may vote either in person or by proxy executed in writing (or transmitted by reliable electronic means) by the shareholder or by his or her authorized attorney-in-fact (per DGCL §212). No proxy shall be valid after three (3) years from the date of its execution unless otherwise provided in the proxy; provided that, unless coupled with an interest, no proxy shall extend beyond the period permitted by the corporation's governing law (and in no event shall this exceed eleven (11) months absent an express statement to the contrary).

BOARD OF DIRECTORS

General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Articles of Incorporation, or these Bylaws directed or required to be exercised or done by the shareholders (per DGCL §141(a); Model Business Corporation Act §8.01(b)). Directors owe the Corporation and its shareholders fiduciary duties of care and loyalty (see Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985); Aronson v. Lewis, 473 A.2d 805 (Del. 1984)), including an obligation of good-faith oversight (In re Caremark Int'l Derivative Litig., 698 A.2d 959 (Del. Ch. 1996); Marchand v. Barnhill, 212 A.3d 805 (Del. 2019)).

Number and Term. The number of directors shall be 5 (DGCL §141(b) requires at least one director). Each director shall serve for one (1) year and until his or her successor is elected and qualified, or until his or her earlier resignation, removal, or death (per DGCL §141(d); Model Business Corporation Act §8.05-§8.06 regarding staggered boards).

Regular Meetings. The Board of Directors shall hold regular meetings quarterly, at such time and place as the Board may determine. Notice of regular meetings need not be given if the date, time, and place have been fixed by resolution of the Board.

Special Meetings. Special meetings of the Board may be called by the Chairperson or by any two directors upon at least forty-eight (48) hours' notice to each director, delivered personally, by telephone, by electronic mail, or by other means of communication.

Quorum. A majority of the total number of directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board (per DGCL §141(b); Model Business Corporation Act §8.24).

Chairperson. The Chairperson of the Board shall be elected by the Board of Directors from among its members. The Chairperson shall preside at all meetings of the Board and shareholders and shall perform such other duties as may be assigned by the Board.

Vacancies. Any vacancy occurring on the Board of Directors shall be filled by a majority vote of the remaining directors, though less than a quorum. A director elected to fill a vacancy shall serve for the unexpired term of his or her predecessor.

Removal. Any director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote for the election of directors, at a special meeting called for that purpose (per DGCL §141(k); Model Business Corporation Act §8.08). For a classified (staggered) board, directors may only be removed for cause unless the Articles of Incorporation provide otherwise (DGCL §141(k)(1)).

Compensation. Directors may receive such compensation for their services as may be fixed by resolution of the Board. Directors may also be reimbursed for reasonable expenses incurred in attending Board meetings.

OFFICERS

Designation. The officers of the Corporation shall include President, Secretary, Treasurer (officers are authorized and elected as provided in DGCL §142 and Model Business Corporation Act §8.40). The Board of Directors shall appoint all officers at the annual meeting or as vacancies occur. Each officer shall serve for one (1) year.

Removal. Any officer may be removed by the Board of Directors at any time, with or without cause (per DGCL §142(b); Model Business Corporation Act §8.43). Such removal shall not prejudice the contract rights, if any, of the person so removed.

President. The President shall be the chief executive officer of the Corporation (unless a separate CEO is designated), shall preside at all meetings of the shareholders in the absence of the Chairperson, and shall have general supervision of the business and affairs of the Corporation, subject to the direction of the Board.

Secretary. The Secretary shall keep the minutes of all meetings of the shareholders and the Board of Directors, maintain the corporate records, give all required notices, and perform such other duties as may be assigned by the President or the Board.

Treasurer. The Treasurer shall have custody of the corporate funds and securities, keep full and accurate accounts of receipts and disbursements, deposit all moneys in the Corporation's name, and render financial reports as required by the Board.

STOCK AND DIVIDENDS

Stock Certificates. Shares of the Corporation shall be represented in uncertificated (book-entry) form. Within a reasonable time after issuance, the Corporation shall send to the registered holder a written statement of the information required to be included on stock certificates by applicable law (per DGCL §158 and UCC §8-210).

Transfers. Shares of stock may be transferred subject to a right of first refusal in favor of the Corporation and existing shareholders. Any transfer restriction shall be imposed in accordance with DGCL §202 and noted conspicuously on the certificate or book-entry record. All transfers shall be recorded in the stock ledger of the Corporation in accordance with UCC §8-401.

Record Date. The record date for determining shareholders entitled to notice of or to vote at any meeting, or entitled to receive payment of any dividend, shall be as fixed by the Board of Directors, not fewer than ten (10) nor more than sixty (60) days before the date of the meeting or event (and shall in no event be fewer than ten (10) nor more than sixty (60) days before the meeting or action, as prescribed by DGCL §213).

Dividends. Dividends upon the outstanding shares of the Corporation may be declared at the discretion of the Board of Directors, subject to applicable law and the financial condition of the Corporation. No dividend shall be declared or paid that violates the capital or solvency limitations of DGCL §170 and §173 (dividends may be paid only out of surplus or, in the absence of surplus, out of net profits for the current or preceding fiscal year), or the corresponding provisions of the Model Business Corporation Act §6.40(c).

Stock Ledger. The Corporation shall maintain a stock ledger containing the name and address of each shareholder, the number of shares held, and the date of issuance. The stock ledger shall be available for inspection by any shareholder upon reasonable request during normal business hours.

COMMITTEES

Standing Committees. The Board of Directors may establish standing committees to assist in the governance of the Corporation (per DGCL §141(c); Model Business Corporation Act §8.25). The following standing committees are hereby established: Executive Committee, Audit Committee.

Composition. Each committee shall consist of not fewer than 3 members of the Board of Directors, appointed by the Board. Committee members shall serve at the pleasure of the Board and may be removed or replaced at any time.

Authority. Each committee shall exercise its powers in delegated authority as specified by the Board, subject to limitations set forth in these Bylaws. Consistent with the statutory limitations of DGCL §141(c)(2) and Model Business Corporation Act §8.25(e), no committee shall have the power to: (a) amend the Articles of Incorporation; (b) adopt, amend, or repeal these Bylaws; (c) fill vacancies on the Board or any committee; or (d) declare dividends or authorize the issuance of shares (except pursuant to a resolution of the Board of Directors).

Executive Committee. The Executive Committee shall have and may exercise the authority of the Board of Directors in the management of the business and affairs of the Corporation between regular Board meetings, except as limited by law or these Bylaws.

Audit Committee. The Audit Committee shall oversee the Corporation's financial reporting process, review the annual audit, monitor internal controls, and make recommendations to the Board regarding the engagement of independent auditors.

Meetings and Quorum. Committees shall meet as often as necessary to fulfill their responsibilities. A majority of the members of a committee shall constitute a quorum. Minutes of committee meetings shall be maintained and reported to the full Board.

INDEMNIFICATION AND INSURANCE

Director Indemnification. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding by reason of the fact that such person is or was a director of the Corporation, to the fullest extent permitted by the laws of the State of Delaware (pursuant to DGCL §145 and/or Model Business Corporation Act §§8.50-8.59). Mandatory indemnification is required for a director who is wholly successful on the merits or otherwise, consistent with DGCL §145(c).

Officer Indemnification. Officers of the Corporation shall be indemnified on the same terms as directors as set forth above (as permitted by DGCL §145 and Model Business Corporation Act §8.56).

Advancement of Expenses. The Corporation shall advance expenses incurred by any director or officer in defending any proceeding prior to the final disposition of such proceeding, upon receipt of an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. Any advancement shall comply with DGCL §145(e) and Model Business Corporation Act §8.53.

Directors' and Officers' Insurance. The Corporation shall purchase and maintain directors' and officers' liability insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, against any liability asserted against and incurred by such person in any such capacity, as authorized by DGCL §145(g) and Model Business Corporation Act §8.57.

Limitations. Indemnification shall not apply in cases of adjudicated fraud, willful misconduct, or knowing violation of criminal law.

Non-Exclusivity. The indemnification provided herein shall not be exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors, or otherwise.

AMENDMENTS AND MISCELLANEOUS

Amendment of Bylaws. These Bylaws may be amended, altered, or repealed by either the Board of Directors or the shareholders, by a simple majority vote (consistent with DGCL §109 and Model Business Corporation Act §§10.20-10.22). Notice of any proposed amendment shall be given to all directors (or shareholders, as applicable) at least ten (10) days prior to the meeting at which the amendment is to be considered.

Conflict of Interest. Any director or officer who has a financial interest in any matter before the Board shall disclose such interest and shall refrain from voting on the matter. The remaining disinterested directors shall determine whether the transaction is fair and in the best interests of the Corporation, consistent with DGCL §144 and Model Business Corporation Act §§8.60-8.63 (director conflict-of-interest transactions). All conflict of interest disclosures shall be recorded in the minutes.

Emergency Bylaws. In the event of an emergency as defined by applicable state law, the Board of Directors may adopt emergency bylaws (as authorized by DGCL §110 and Model Business Corporation Act §2.07) that may modify or suspend any provision of these Bylaws to the extent necessary to manage the Corporation's affairs during the emergency. Emergency bylaws shall cease to be effective when the emergency ends.

Electronic Meetings. Meetings of the shareholders and the Board of Directors may be held by means of remote communication (including conference telephone, video conference, or other communications equipment) by which all persons participating in the meeting can hear each other, as permitted by DGCL §§211(a)(2) and 141(i), and Model Business Corporation Act §§7.09 and 8.20. Participation in a meeting by such means shall constitute presence in person at the meeting.

Action by Written Consent. Any action required or permitted to be taken at a meeting of the shareholders or the Board of Directors may be taken without a meeting if a written consent, setting forth the action to be taken, is signed by the requisite number of shareholders or directors entitled to vote on the matter (per DGCL §228 for shareholders, which permits action by the holders of shares having the minimum votes necessary to authorize the action at a meeting unless the Articles provide otherwise, and DGCL §141(f) for directors, which generally requires unanimous written consent). Such written consent shall have the same force and effect as a vote taken at a duly called and held meeting.

Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year.

Corporate Seal. The Corporation may have a corporate seal, which shall be in such form as the Board of Directors may from time to time determine. The seal is not required to be affixed to any document to make it valid or binding.

Books and Records. The Corporation shall keep correct and complete books and records of account, minutes of the proceedings of its shareholders and Board of Directors, and a record of its shareholders (as required by DGCL §224 and Model Business Corporation Act §16.01). All books and records may be inspected by any shareholder for any proper purpose at any reasonable time, pursuant to DGCL §220 and Model Business Corporation Act §16.02.

Severability. If any provision of these Bylaws is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.