[{"id":"0e17546f-b3c9-4b8a-adac-e0d22949fad6","order":1,"text":"BYLAWS","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c29ffbde-3f92-4696-a168-7b8ff9dcab53","order":2,"text":"OF","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0860f31a-518e-43e6-a950-6c0747f68068","order":3,"text":"[Corporation Name]","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0b40e243-1051-4df2-a72b-ba66f64b3648","order":4,"text":"a [State] [Corp. Type]","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"40","cflou":false,"active":true},{"id":"eef9f197-e281-4763-9635-58affbf9bda5","order":5,"text":"ARTICLE I","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"5","cflou":false,"active":true,"marginTop":"10"},{"id":"a5330547-4062-48e8-9b32-b21bdcebd192","order":6,"text":"OFFICES","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"64627047-f17c-4148-a377-25adc74ed4ea","order":7,"text":"Section 1.01 Principal Office. The principal office of [Corporation Name] (hereinafter referred to as the "Corporation") shall be located at [Street Address], [City, State] [ZIP Code]. The Corporation may have such other offices, either within or outside the State of [State], as the Board of Directors may designate or as the business of the Corporation may from time to time require.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"76ad332a-9ddd-4fd4-9264-5f049c22b1a6","order":8,"text":"Section 1.02 Registered Office and Registered Agent. The Corporation shall maintain a registered office and a registered agent for service of process in the State of [State] as required by law. The registered office shall be the same as the principal office of the Corporation, and the registered agent shall be such person as the Board of Directors may designate from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"81d1ee87-9b44-463b-bff8-2f5dc22c409c","value":"Yes","type":"add","operator":"="}]},{"id":"79c68717-1098-43a7-af22-600d56260e4c","order":9,"text":"Section 1.02 Registered Office and Registered Agent. The Corporation shall maintain a registered office and a registered agent for service of process in the State of [State] as required by law. The registered agent of the Corporation is [Registered Agent Name], whose business address is [Agent Street Address], [Agent City, State] [Agent ZIP]. The Board of Directors may, by resolution, change the registered office or registered agent in accordance with applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"81d1ee87-9b44-463b-bff8-2f5dc22c409c","value":"No","type":"add","operator":"="}]},{"id":"7144d6d5-a357-4938-9d82-de05650ecf21","order":10,"text":"ARTICLE II","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"5","cflou":false,"active":true,"marginTop":"20"},{"id":"87389756-2075-45d5-abce-be2dfea2106e","order":11,"text":"SHAREHOLDERS","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"28683037-29fe-47df-be39-fd97e12bd7f0","order":12,"text":"Section 2.01 Annual Meeting. The annual meeting of the shareholders of the Corporation shall be held in the month of [Month] of each year, at such date, time, and place (within or outside the State of [State]) as the Board of Directors may determine, for the purpose of electing directors and transacting such other business as may properly come before the meeting. If the day fixed for the annual meeting falls on a legal holiday, the meeting shall be held on the next succeeding business day.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"24cfbeba-1053-4500-94b0-568dbdd24cbe","order":13,"text":"Section 2.02 Special Meetings. Special meetings of the shareholders may be called at any time by the Chairperson of the Board, the President, the Board of Directors, or by the holders of not less than ten percent (10%) of all outstanding shares entitled to vote at such meeting. Business transacted at any special meeting shall be confined to the purposes stated in the notice of the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"a07a5fb7-f646-45c9-b808-7ab85067e521","order":14,"text":"Section 2.03 Notice of Meetings. Written or printed notice stating the place, date, and hour of each meeting of shareholders, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered, either personally or by mail, to each shareholder of record entitled to vote at such meeting, not less than ten (10) nor more than sixty (60) days before the date of the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"1c2e61b3-c549-4154-a4a9-4041a7c8c087","order":15,"text":"Section 2.04 Quorum. The presence, in person or by proxy, of the holders of [Quorum %] percent of the shares entitled to vote at a meeting of shareholders shall constitute a quorum for the transaction of business. If a quorum is not present, the meeting may be adjourned from time to time without further notice until a quorum is obtained.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"e3adaf19-41e1-4ccd-b8d1-9056ffae0e73","order":16,"text":"Section 2.05 Voting. Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, all matters submitted to a vote of the shareholders shall be decided by the affirmative vote of [Vote %] percent of the shares represented in person or by proxy at the meeting and entitled to vote on the matter. Each outstanding share entitled to vote shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"31985a2c-697f-4700-bd60-f3e34ced6ede","order":17,"text":"Section 2.06 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a written consent setting forth the action so taken is signed by all of the shareholders entitled to vote on such action, in accordance with the laws of the State of [State].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"5c2b09ed-97a1-4c47-8613-74b099447f70","order":18,"text":"Section 2.07 Proxies. A shareholder may vote in person or by proxy executed in writing by the shareholder or by the shareholder's duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"fae962b7-a8f1-4189-a293-920522cfe739","order":19,"text":"ARTICLE III","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"5","cflou":false,"active":true,"marginTop":"20"},{"id":"19e5518a-d496-4e6d-a621-3925b50c635a","order":20,"text":"BOARD OF DIRECTORS","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"abdb8bf3-927e-4bdb-8002-ed84db4ed2fd","order":21,"text":"Section 3.01 General Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, its Board of Directors. The Board of Directors 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.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"6f656cc1-ef43-42c4-a000-f52f28eb944f","order":22,"text":"Section 3.02 Number and Qualifications. The Board of Directors shall consist of [Number of Directors] director(s). Each director shall be a natural person of full age. Directors need not be residents of the State of [State] or shareholders of the Corporation, unless required by the Articles of Incorporation or these Bylaws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"596cb1cb-63ad-4bf9-b244-b9f805e82a90","order":23,"text":"Section 3.03 Election and Term. Directors shall be elected at the annual meeting of shareholders. Each director shall hold office for a term of [Term in Years] year(s) and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, or removal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"ad82d6d6-deb0-4630-98fa-9e05aed39b38","order":24,"text":"Section 3.04 Vacancies. Any vacancy occurring on the Board of Directors, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors then in office, even if less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor in office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"6cad39f9-bb27-4f28-b071-83de68c10288","order":25,"text":"Section 3.05 Regular Meetings. Regular meetings of the Board of Directors shall be held [Board Meeting Frequency] at such time and place as may be determined by the Board. No notice of regular meetings shall be required other than the resolution establishing such regular meetings.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"ff5e735b-e426-4336-be4b-a9f30e576e62","order":26,"text":"Section 3.06 Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board, the President, or any [Number of Directors] director(s) on at least two (2) days' written notice to each director, either personally, by mail, by telephone, or by electronic transmission. Notice of a special meeting need not state the purpose of the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"defa2949-ce0b-4b3d-8f35-96fab02cd488","order":27,"text":"Section 3.07 Quorum and Voting. A majority of the directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. 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 of Directors, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"0052998e-b70a-423d-9245-08fc8bdc69c3","order":28,"text":"Section 3.08 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a written consent setting forth the action is signed by all of the directors then in office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"c848a9cc-f498-4ca6-b1ed-ddfa40a186ef","order":29,"text":"Section 3.09 Telephonic Meetings. Members of the Board of Directors may participate in a meeting of the Board by means of a conference telephone, video conference, or similar communications equipment by which all persons participating in the meeting can hear each other at the same time, and such participation shall constitute presence in person at the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"52e88e84-a4be-4fad-b695-90db62bc1893","order":30,"text":"Section 3.10 Removal. Any director or the entire Board of Directors may be removed, with or without cause, by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"ea00b0b7-c921-4268-a284-5f5b8fe0a44f","order":31,"text":"Section 3.11 Compensation. Directors, as such, may receive such compensation and reimbursement of expenses as may be fixed from time to time by resolution of the Board of Directors. Nothing herein shall preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"1182e52e-f81a-4e15-8086-a28a73290e3f","order":32,"text":"ARTICLE IV","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"5","cflou":false,"active":true,"marginTop":"20"},{"id":"5aedbd7d-f395-4856-8e97-beda189ec477","order":33,"text":"OFFICERS","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"5935bf10-095c-41ea-b837-5334f67b36b4","order":34,"text":"Section 4.01 Officers. The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, and may also include a Chairperson of the Board, one or more Vice Presidents, and such other officers and assistant officers as may be deemed necessary by the Board of Directors. Any two or more offices may be held by the same person, except as otherwise prohibited by the laws of the State of [State].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"f69a3659-2ecc-4b91-bf5b-cff51af920f2","order":35,"text":"Pursuant to these Bylaws, the offices of Secretary and Treasurer may be held by the same individual, who shall exercise all rights and perform all duties of both offices.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"8bb28f10-4a10-4756-99f7-345b31fcfa69","value":"1","type":"add","operator":"="}]},{"id":"6df0a317-2220-41de-aa0a-e5b1cb6364ae","order":36,"text":"Section 4.02 Election and Term. The officers shall be elected annually by the Board of Directors at the first meeting of the Board following the annual meeting of shareholders. Each officer shall hold office until a successor is duly elected and qualified, or until such officer's earlier death, resignation, or removal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"772e454b-e1f5-468a-bbf3-a7aec99064ec","order":37,"text":"Section 4.03 Removal. Any officer may be removed by the Board of Directors at any time, with or without cause, whenever in its judgment the best interests of the Corporation will be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the officer so removed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"d3170d12-7c40-428c-8882-21851451f46f","order":38,"text":"Section 4.04 President. The President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and affairs of the Corporation. The President shall preside at all meetings of the shareholders and, in the absence of the Chairperson of the Board, at all meetings of the Board of Directors. The President shall perform all duties incident to the office and such other duties as may be prescribed by the Board of Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"b66a03fb-7c36-425c-b211-6528ad4e9173","order":39,"text":"Section 4.05 Vice President(s). In the absence of the President or in the event of the President's inability or refusal to act, the Vice President (or, if there is more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, in the order of their election) shall perform the duties of the President. The Vice President(s) shall perform such other duties as may be assigned by the President or the Board of Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"b372d388-f0ab-4918-a2ed-fb0d0551d921","order":40,"text":"Section 4.06 Secretary. The Secretary shall keep accurate records of the proceedings of all meetings of the shareholders and of the Board of Directors; give all notices required by law or these Bylaws; have custody of the corporate seal, if any, and the corporate records; authenticate records of the Corporation; and perform such other duties as may be prescribed by the President or the Board of Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"2ac50dc4-e324-4325-b0fa-ed6828fcfc6e","order":41,"text":"Section 4.07 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation; deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; and, in general, perform all duties incident to the office of Treasurer and such other duties as may be assigned by the President or the Board of Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"2519caf1-c8dd-4fe2-a011-685baf485394","order":42,"text":"Section 4.08 Compensation. The compensation of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the Corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"1e8c284d-ca0a-497d-9148-a7a44f4bc847","order":43,"text":"ARTICLE V","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"5","cflou":false,"active":true,"marginTop":"20"},{"id":"82951a12-3026-4145-a789-4933c4e70ddc","order":44,"text":"CAPITAL STOCK","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"eb5aa5d8-5c8c-4825-ba3d-0ff2fcac9214","order":45,"text":"Section 5.01 Authorized Capital. The Corporation is authorized to issue [Authorized Shares] shares of stock, having a par value of [Par Value] per share. The capital stock of the Corporation shall consist of [Classes of Stock], with such rights, preferences, and limitations as may be set forth in the Articles of Incorporation or as may be designated by resolution of the Board of Directors to the extent permitted by law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"053fa872-c1a7-4954-b16e-587b4bc1c34d","order":46,"text":"Section 5.02 Stock Certificates. Shares of the Corporation may be represented by certificates or may be uncertificated, as determined by the Board of Directors. Certificates, if issued, shall be signed by the President or a Vice President and the Secretary or an Assistant Secretary of the Corporation, and shall be sealed with the corporate seal, if any, or a facsimile thereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"fe72f8ca-2001-418b-b450-6c06b3a2b780","order":47,"text":"Section 5.03 Transfer of Shares. Transfers of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by such holder's legal representative or duly authorized attorney-in-fact, upon surrender for cancellation of the certificate for such shares (if the shares are certificated) and the recording of such transfer in the books of the Corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"fb629dc6-7dee-4a6b-8f22-ee2369a6a488","order":48,"text":"Section 5.04 Lost Certificates. The Board of Directors may, in its discretion, direct the issuance of a new certificate or uncertificated shares in place of any certificate previously issued and alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board may prescribe, including the requirement of an indemnity bond.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"1fe91ec7-9682-46b1-b2c9-9fff105680aa","order":49,"text":"ARTICLE VI","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"5","cflou":false,"active":true,"marginTop":"20"},{"id":"db1c58f3-3cd9-45ae-a55c-3c0532fdc4ad","order":50,"text":"DIVIDENDS AND FINANCE","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"7e167637-822b-4c81-a119-7093f38486ef","order":51,"text":"Section 6.01 Dividends. The Board of Directors may, from time to time, declare and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and the Articles of Incorporation, subject to any restrictions contained in any agreements to which the Corporation is a party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"026f221b-2563-447c-bb78-5ed3ebb2b781","order":52,"text":"Section 6.02 Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors, from time to time and in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any other purpose deemed conducive to the interests of the Corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"06b44d9c-4380-46c7-809f-50c871c149fa","order":53,"text":"Section 6.03 Checks and Drafts. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall be determined by resolution of the Board of Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"6f8ff555-6016-4453-bc07-e43711fb6810","order":54,"text":"ARTICLE VII","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"5","cflou":false,"active":true,"marginTop":"20"},{"id":"e61cdff8-ff7c-4492-83d4-58f0272030b6","order":55,"text":"INDEMNIFICATION","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d018ab20-50fd-4e2f-ba1b-173a269886a0","order":56,"text":"Section 7.01 Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by applicable law, 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) by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation, or 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 by such person in connection with such action, suit, or proceeding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"c7bf45a6-67ba-4a73-9fd0-128d87f40581","value":"1","type":"add","operator":"="}]},{"id":"4711dc74-9679-4e0b-86e5-2d6724f7dba4","order":57,"text":"Section 7.02 Advancement of Expenses. Expenses (including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative, or investigative action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of such officer or director to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"c7bf45a6-67ba-4a73-9fd0-128d87f40581","value":"1","type":"add","operator":"="}]},{"id":"7100d4b5-1dbd-4790-b295-3b77a186378b","order":58,"text":"Section 7.03 Insurance. The Corporation may purchase and maintain insurance, at its expense, 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, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"c7bf45a6-67ba-4a73-9fd0-128d87f40581","value":"1","type":"add","operator":"="}]},{"id":"cb106c8d-8ae7-49cf-a7b8-ea09d632b987","order":59,"text":"Section 7.01 Indemnification. The Corporation shall indemnify its directors, officers, employees, and agents only to the extent and in the manner specifically required by applicable law. Nothing in these Bylaws shall be construed to expand the right of indemnification beyond such statutory minimum requirements.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"c7bf45a6-67ba-4a73-9fd0-128d87f40581","value":"0","type":"add","operator":"="}]},{"id":"8d2396ac-489a-41fc-bb72-e063f2c740dd","order":60,"text":"ARTICLE VIII","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"5","cflou":false,"active":true,"marginTop":"20"},{"id":"3ff3ea42-f30d-4a6d-8fe2-e0a99038b098","order":61,"text":"CORPORATE RECORDS","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"0032d18b-6a9b-4aef-b879-c9fee3ba6278","order":62,"text":"Section 8.01 Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and Board of Directors. The Corporation shall keep at its principal office a record of its shareholders giving the names and addresses of all shareholders and the number and class of the shares held by each. All books and records of the Corporation may be inspected by any shareholder or such shareholder's agent or attorney for any proper purpose at any reasonable time, in accordance with applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"c2033999-904c-47f7-98f9-94e70539387d","order":63,"text":"ARTICLE IX","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"5","cflou":false,"active":true,"marginTop":"20"},{"id":"d8a588a0-edf7-4eb3-873f-d93145e69804","order":64,"text":"FISCAL YEAR","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"264f2244-aaa4-44e7-93ff-f11defee77f4","order":65,"text":"Section 9.01 Fiscal Year. The fiscal year of the Corporation shall end on [Fiscal Year End] of each year, unless otherwise determined by resolution of the Board of Directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"1ab0f133-2434-4884-99aa-77960a578fbc","order":66,"text":"ARTICLE X","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"5","cflou":false,"active":true,"marginTop":"20"},{"id":"8b727d0d-ebe6-43d9-bbc2-4489c92b854b","order":67,"text":"CORPORATE SEAL","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"e628e5ca-3274-498f-aa69-1e68dad186cc","order":68,"text":"Section 10.01 Corporate Seal. The Board of Directors may provide a corporate seal, which shall be circular in form and shall bear the name of the Corporation and the words "Corporate Seal, [State]". The use or non-use of the corporate seal shall not affect the validity of any instrument executed by or on behalf of the Corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"a54b9a19-76ca-439b-9ab1-4dccc7e35b4f","order":69,"text":"ARTICLE XI","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"5","cflou":false,"active":true,"marginTop":"20"},{"id":"d6bb7c8f-b0cb-4b9a-9d9f-3eca1c5d6b59","order":70,"text":"AMENDMENTS","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"12514117-3834-4256-9f17-08da338af080","order":71,"text":"Section 11.01 Amendment by Shareholders. These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted, by the affirmative vote of [Amendment %] percent of the shares entitled to vote at any annual or special meeting of the shareholders, provided that notice of the proposed amendment is contained in the notice of the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"680c8b16-d2ff-4a44-9076-d38098aeb502","order":72,"text":"Section 11.02 Amendment by Directors. Subject to repeal or change by action of the shareholders, the Board of Directors may, by the affirmative vote of [Amendment %] percent of the directors then in office, alter, amend, or repeal these Bylaws or adopt new Bylaws, except as may otherwise be restricted by law or the Articles of Incorporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"3a115934-1ba5-4441-8505-753afb18bd09","order":73,"text":"ARTICLE XII","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"5","cflou":false,"active":true,"marginTop":"20"},{"id":"cbab51b2-caa7-4b8e-bfd7-4fb33ba0a8b5","order":74,"text":"MISCELLANEOUS","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"adcb1091-0129-47f4-a0cd-a3478a77a5d9","order":75,"text":"Section 12.01 Severability. If any provision of these Bylaws is held to be illegal, invalid, or unenforceable under any present or future law, such provision shall be fully severable; these Bylaws shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof; and the remaining provisions of these Bylaws shall remain in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"2ef4c12f-5571-4ffe-9f0d-793edf314455","order":76,"text":"Section 12.02 Governing Law. These Bylaws shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"cf8fcadb-1b8b-4020-a836-4745f632d6eb","order":77,"text":"Section 12.03 Headings. The headings of the Articles and Sections of these Bylaws are inserted for convenience of reference only and shall not be deemed to constitute a part hereof or to affect the meaning or interpretation of any provision hereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"92da6140-aac5-456f-bc5c-c227605756a1","order":78,"text":"CERTIFICATION OF ADOPTION","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"20","cflou":false,"active":true,"marginTop":"20"},{"id":"134e59a0-cff2-4092-ac94-bd1ee6fefff5","order":79,"text":"The undersigned, being the duly elected and acting [Signer Title] of [Corporation Name], a [State] [Corp. Type], hereby certifies that the foregoing Bylaws were duly adopted by the Board of Directors of the Corporation as the Bylaws of the Corporation effective as of [Adoption Date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"40","cflou":false,"active":true},{"id":"44b42951-2b9f-48fb-9423-81b4977edbcc","order":80,"text":"IN WITNESS WHEREOF, the undersigned has executed this certification as of [Adoption Date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"40","cflou":false,"active":true},{"id":"f0b3147f-103d-4808-b5b5-9081a4a4d9b3","order":81,"text":"_________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"4a81bb8f-2ed9-4d40-b200-de14451e7c77","order":82,"text":"[Signer Name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"2","cflou":false,"active":true},{"id":"d16b456d-0fe8-4c11-bf3f-8160352bba60","order":83,"text":"[Signer Title]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"94ef3d3d-958b-4e0f-b237-796ebdf0cc41","order":84,"text":"[Corporation Name]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true}]