BYLAWS Template — Cotopia

BYLAWS

of
[Company Name]

Effective Date: [MM/DD/YYYY]    Principal Office: [Street Address, City, State, ZIP]    State of Incorporation: [State of Incorporation]    Registered Agent: [Registered Agent Name and Address]

NOTE: These Bylaws are a template. Have them reviewed by qualified legal counsel in your jurisdiction before use or resale.

1. Definitions 2. Offices 3. Shareholders 4. Board of Directors 5. Committees 6. Officers 7. Capital Stock 8. Fiscal Matters 9. Indemnification; Insurance 10. Conflicts of Interest 11. Corporate Records; Notices 12. Amendments 13. Miscellaneous 14. Adoption and Execution

Article I — Definitions

• "Board" means the Board of Directors of the Company.
• "Corporation" or "Company" means [Company Name], a corporation organized under the laws of [State of Incorporation].
• "Shareholder" means a holder of record of the Corporation's capital stock.
• Other capitalized terms shall have meanings given by applicable law or the Certificate of Incorporation if not defined here.

Article II — Offices

1. Principal Office. The principal office of the Corporation shall be located at [Principal Office Address]. The Board may change the principal office.
2. Other Offices. The Corporation may have additional offices within or outside [State of Incorporation] as the Board may determine.
3. Registered Office and Agent. The Corporation's registered office and registered agent shall be as set forth in the Certificate of Incorporation or as otherwise filed with the Secretary of State.

Article III — Shareholders

1. Annual Meetings.
   • An annual meeting of shareholders shall be held each year at a date and time fixed by the Board for the election of directors and the transaction of such other business as may come before the meeting.
2. Special Meetings.
   • Special meetings of shareholders may be called by the Board, the Chair (if any), the Chief Executive Officer, or any person authorized by the Certificate of Incorporation or applicable law.
3. Place of Meetings.
   • Meetings may be held at the principal office or at any place determined by the Board, or electronically to the extent permitted by law.
4. Notice.
   • Written notice stating the place, date, time, and purpose of the meeting shall be given to each shareholder entitled to vote at least [10] and no more than [60] days prior to the meeting (or as required by law).
5. Quorum.
   • A quorum is present if holders of a majority of the outstanding voting power are present in person or by proxy (unless Certificate requires a greater amount). If no quorum, meeting may be adjourned.
6. Voting.
   • Each outstanding share entitled to vote shall have one vote per share unless otherwise provided. Except as otherwise required by law or Certificate, decisions are made by a majority of votes cast.
7. Proxies.
   • Votes may be cast in person or by proxy executed in writing by the shareholder or the shareholder's authorized attorney-in-fact. Proxies are valid for [11] months unless otherwise provided.
8. Record Date.
   • The Board may fix a record date for determining shareholders entitled to notice or vote; otherwise record date is the close of business on the day before notice is mailed.
9. Action Without Meeting.
   • Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if a unanimous written consent is executed by all shareholders entitled to vote (to the extent permitted by law).
10. Inspectors of Election.
    • The Board may appoint one or more Inspectors of Election to act at meetings, determine validity of proxies, and count votes.

Article IV — Board of Directors

1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which has all powers permitted by law or the Certificate.
2. Number, Qualification, and Term. The number of directors shall be fixed from time to time by resolution of the Board or the shareholders, consistent with the Certificate, and need not be shareholders. Directors serve until their successors are elected and qualified or until earlier resignation or removal.
3. Election; Vacancies. Directors shall be elected at the annual meeting of shareholders. Vacancies on the Board may be filled by a majority vote of remaining directors or by the shareholders to the extent required by law.
4. Meetings. Regular meetings of the Board shall be held at times and places determined by the Board. Special meetings may be called by the Chair, CEO, or any two directors.
5. Notice. Notice of special meetings shall be delivered at least [48] hours prior to the meeting (or as required by law), unless waived in writing.
6. Quorum and Action. A majority of the total number of directors constitutes a quorum. Except as otherwise required, the act of a majority of directors present at a meeting at which a quorum is present is the act of the Board.
7. Electronic Participation. Directors may participate in a meeting by conference telephone or similar communications equipment if all participants can hear each other; such participation constitutes presence in person.
8. Meetings by Written Consent. Any action required or permitted to be taken at a Board meeting may be taken without a meeting if all directors consent in writing and the consent is filed with corporate records.
9. Removal. Directors may be removed with or without cause as provided in the Certificate or by applicable law, and subject to any supermajority requirements in the Certificate.
10. Compensation. Directors may receive compensation for their services, including meeting fees, equity, or other benefits as approved by the Board and permitted by law.

Article V — Committees

1. Committees Generally. The Board may establish one or more committees (e.g., Audit, Compensation, Nominating) with powers and duties as delegated by the Board, subject to applicable law.
2. Committee Composition. Committee members and chairs shall be appointed by the Board and shall serve until removed or replaced.
3. Committee Procedures. Committees act by majority vote of members present at a duly called meeting, subject to any committee charter requirements.

Article VI — Officers

1. Officers; Appointment. The officers of the Corporation shall include a Chief Executive Officer (CEO), President (if any), Chief Financial Officer (CFO), Secretary, and such other officers (including Vice Presidents) as the Board may appoint. Officers need not be directors.
2. Term. Officers are appointed by the Board and serve at the Board's discretion until removed or replaced.
3. Duties.
   • CEO/President: General management and supervision of the business; implement Board policies.
   • CFO/Treasurer: Financial records, accounts, and reports; custody of funds.
   • Secretary: Minutes of meetings, corporate records, notices, and custodian of the corporate seal (if any).
   • Other officers perform duties delegated by the Board or CEO.
4. Removal and Resignation. Officers may be removed with or without cause by the Board. Any officer may resign by written notice to the Board or CEO; resignation is effective when delivered unless a later effective date is specified.
5. Vacancies. Vacancies in any office may be filled by the Board for the unexpired term.
6. Delegation. The Board may authorize officers to execute documents, enter into contracts, and perform duties on behalf of the Corporation.

Article VII — Capital Stock

1. Certificates; Uncertificated Shares. The Corporation may issue certificates for shares or record shares without certificates as permitted by law. Certificates shall be signed as required by law and the Certificate of Incorporation.
2. Transfers. Transfers of shares shall be recorded on the stock ledger upon surrender of certificates (if issued) and compliance with any transfer restrictions, right of first refusal, buy-sell, or shareholder agreements.
3. Record Date for Dividends. The Board may fix record dates for dividends and distributions.
4. Dividends. Dividends may be declared by the Board from funds legally available and in accordance with the Certificate and applicable law.
5. Fractional Shares. The Corporation may issue fractional shares or provide cash in lieu of fractional shares.
6. Restrictions on Transfer; Legends. Certificates or ledger entries for restricted securities shall bear any legends required by applicable agreements, securities laws, or the Board.

Article VIII — Equity Incentive Plans; Option Grants

1. Equity Plans. The Board may adopt equity incentive plans and grant stock options, restricted stock, RSUs, or other awards to employees, directors, contractors, and consultants, subject to shareholder approval if required.
2. Exercise; Vesting. Terms of grants, including vesting schedules, exercise prices, and conditions, shall be set in award agreements.

Article IX — Fiscal Matters

1. Fiscal Year. The fiscal year shall end on [Month Day] or as fixed by the Board.
2. Loans and Advances. No loans shall be made by the Corporation to officers or directors except as authorized by the Board and permitted by law.
3. Checks, Drafts and Endorsements. The Board shall authorize officers or agents to sign checks, drafts, or other orders for payment of money.

Article X — Indemnification; Insurance

1. Indemnification to the Fullest Extent. To the fullest extent permitted by law, the Corporation shall indemnify and advance expenses to its directors, officers, employees, and agents who are parties or threatened to be made parties to any action by reason of their corporate role.
2. Advancement of Expenses. The Corporation shall advance reasonable expenses incurred by an indemnitee in connection with a proceeding upon receipt of an undertaking to repay advances if it is ultimately determined they are not entitled to indemnification.
3. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent against any liability asserted or incurred in that capacity.
4. Contract Right; Non-Exclusivity. The indemnification provided is contractual, may be provided by agreement, and is in addition to any other rights granted by law or contract.
5. Survival. Rights to indemnification survive the termination of service and the dissolution of the Corporation.

Article XI — Conflicts of Interest

1. Duty of Disclosure. Directors and officers must disclose any material interest they have in any transaction to the Board before the Corporation enters into the transaction.
2. Procedures. A transaction with an interested director or officer may be approved if (a) the material facts and interest are disclosed and the transaction is approved in good faith by a majority of disinterested directors, or (b) ratified by a majority of disinterested shareholders, or satisfies any safe-harbor under applicable law.
3. Related Party Transactions. All related-party transactions shall be reviewed under a conflict-of-interest policy adopted by the Board.

Article XII — Corporate Records; Notices

1. Minutes and Records. The Corporation shall keep minutes of meetings of shareholders and the Board, a record of shareholders, and appropriate financial records at its principal office or another location determined by the Board.
2. Inspection Rights. Shareholders entitled to inspect corporate records shall have the rights provided by law and upon reasonable notice and purpose.
3. Notices. Notices to shareholders and directors shall be given in writing (including electronic transmission where permitted) to their addresses in the corporate records or as otherwise provided by law. Notice is deemed given upon delivery, when deposited with the U.S. mail, or when sent by confirmed electronic transmission.

Article XIII — Amendments

1. Amendment by Board or Shareholders. Unless the Certificate or law requires shareholder approval, the Board may amend these Bylaws by majority vote. Shareholders may adopt, amend, or repeal these Bylaws by the vote required by law and the Certificate.
2. Conflicts. If any provision of these Bylaws is inconsistent with the Certificate or law, the Certificate or law controls.

Article XIV — Miscellaneous

1. Severability. If any provision is invalid under applicable law, it shall be curtailed only to the extent necessary while remaining otherwise enforceable.
2. Headings. Headings are for convenience only and do not affect interpretation.
3. Governing Law. These Bylaws are governed by the laws of the State of [State of Incorporation].
4. Electronic Signatures. Electronic or facsimile signatures shall have the same force as originals to the extent permitted by law.
5. No Third-Party Beneficiaries. These Bylaws are for the benefit of the Corporation and its shareholders, directors, and officers and no other person has rights as a third-party beneficiary.

Article XV — Dispute Resolution

1. Internal Disputes. Matters involving interpretation or enforcement of these Bylaws shall be determined by the Board, unless otherwise required by law or the Certificate.
2. Arbitration (Optional). To the extent permitted by law, disputes among the Corporation and its shareholders, directors, or officers arising out of their relationships with the Corporation may be resolved by binding arbitration under the rules of [specify arbitration body, e.g., AAA or JAMS], with seat in [City, State], unless otherwise agreed. (Include only if the Corporation intends to require arbitration; consult counsel regarding enforceability.)

Article XVI — Adoption and Execution

These Bylaws were adopted by the Board (or by the incorporator/shareholders) on [MM/DD/YYYY].

IN WITNESS WHEREOF, the undersigned, being the duly appointed Secretary (or incorporator) of [Company Name], certifies that the foregoing Bylaws were adopted as the Bylaws of the Corporation on the date above written.

________________________________
[Name], Secretary
Date: [MM/DD/YYYY]

________________________________
[Name], Chief Executive Officer
Date: [MM/DD/YYYY]

Appendix A — Sample Fillable Fields (search/replace)

• [Company Name]
• [State of Incorporation]
• [Principal Office Address]
• [Registered Agent Name and Address]
• [MM/DD/YYYY]
• [City, State] (for arbitration seat)
• [List specific officer titles, if different]
• [Number ranges for notice periods, quorum thresholds] — adjust to conform with Certificate/law

End of Bylaws template.

If you’d like:

• a version prefilled for Delaware C-Corp defaults,
• a Microsoft Word (.docx) export,
• numbered placeholders replaced with specific values (e.g., notice days = 10, quorum = majority),