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The bylaws document for **Midas Technologies Inc.** has been converted into a Markdown file and enhanced for clarity and readability. Here’s the enhanced and fully structured Markdown file:
---
# Bylaws of Midas Technologies Inc.
**Virginia S Corporation**
## Table of Contents
1. [Corporate Offices](#corporate-offices)
2. [Shareholders](#shareholders)
3. [Board of Directors](#board-of-directors)
4. [Officers](#officers)
5. [Shares of Stock](#shares-of-stock)
6. [Distributions and Dividends](#distributions-and-dividends)
7. [Fiscal Year](#fiscal-year)
8. [Amendments](#amendments)
9. [Indemnification](#indemnification)
10. [Miscellaneous Provisions](#miscellaneous-provisions)
11. [Adoption of Bylaws](#adoption-of-bylaws)
---
## Corporate Offices
### Principal Office
The corporation’s principal office is located at:
**1407 Jennifer Dr, Blacksburg, Virginia**
### Registered Office
The registered office of the corporation is maintained at the same address. Changes to the location may be made at the discretion of the Board of Directors.
---
## Shareholders
### Annual Meeting
- Held on **October 30th at 9:00 pm** at the corporation’s principal office or another location as determined by the Board.
- Purpose: **Election of directors** and transaction of other business.
### Special Meetings
- Can be called by the **President, Board of Directors, or shareholders holding at least 30% of shares**.
- May be held virtually if necessary.
### Notice of Meetings
Written notice, specifying location, date, and time, will be sent to each shareholder at least **seven days** before the meeting date.
### Quorum and Voting
- A **quorum** requires **50% plus one** of the voting shares.
- Decisions require a **majority vote** of the shareholders present, unless otherwise stated by law or these bylaws.
### Proxies
Shareholders may vote by **proxy**, which must be in writing and signed by the shareholder or their authorized representative.
---
## Board of Directors
### General Powers
The Board of Directors is responsible for managing the **business and affairs** of the corporation.
### Structure and Tenure
- **Three directors** on the Board, elected at the annual shareholders’ meeting.
- Directors serve until the next annual meeting or until their successors are elected.
### Meetings
- **Regular Meetings**: No notice is required; times and places are determined by the Board.
- **Special Meetings**: May be called by the President or directors, with at least **seven days’ notice**.
### Quorum and Decision-Making
A **majority of directors** is required for a quorum, and a majority vote is needed for decisions unless otherwise specified.
### Compensation
Directors may receive **reasonable compensation** for their services, aligned with market rates.
### Shareholder Agreement
**Substantial changes**, such as a sale of the company, require **unanimous consent** from both the Board and shareholders to protect founders’ interests.
---
## Officers
### Corporate Officers and Responsibilities
1. **Chief Data Officer (CDO)**
- Oversees data management, analysis, and research for trading algorithms.
- **Duties**:
- Lead data collection and interpretation for strategic insights.
- Collaborate with the CTO to integrate data streams.
- Conduct market trend research and model evaluations.
- Ensure data security, compliance, and accuracy.
2. **Chief Technical Officer (CTO)**
- Manages technological infrastructure and software development for trading programs.
- **Duties**:
- Lead software platform development and maintenance.
- Manage technical infrastructure, including API integrations.
- Collaborate on data-driven strategy with the CDO.
- Implement cybersecurity measures.
3. **Chief Operations Officer (COO)**
- Oversees operations, compliance, and investment strategy.
- **Duties**:
- Manage administrative, financial, and regulatory aspects.
- Ensure regulatory compliance.
- Oversee company-wide policies and procedures.
- Coordinate with CTO and CDO to align technical and data initiatives.
### Collaboration
The CDO, CTO, and COO collaborate on major initiatives, requiring **consensus** on decisions affecting the company’s direction or strategic assets.
### Election and Term
Officers are elected by the Board at the annual meeting and serve a **one-year term** or until successors are elected.
### Removal and Vacancies
Officers may be removed by a majority vote if deemed necessary, and any vacancies are filled by the Board.
---
## Shares of Stock
### Issuance of Shares
The Board has the authority to **issue shares** and set terms for stock issuance.
### Stock Certificates
Shares can be represented by **certificates or electronically**. Certificates display the corporation’s name, shareholder’s name, and number of shares.
### Transfer of Shares
Shareholders can transfer shares on the corporation’s books with proper authorization.
### Restrictions on Transfer
To maintain S Corporation status, any share transfer must first be offered to the corporation or other shareholders before outside parties.
---
## Distributions and Dividends
### Distributions
The Board of Directors determines shareholder distributions, following state and federal regulations.
### Dividends
Dividends may be declared at the Board’s discretion, adhering to S Corporation rules and the corporation’s financial status.
---
## Fiscal Year
The corporation’s fiscal year aligns with the **calendar year**, subject to change by the Board of Directors.
---
## Amendments
The bylaws can be **amended or repealed** by either the Board of Directors or shareholders during regular or special meetings. Amendments require a **majority vote**.
---
## Indemnification
Directors, officers, and agents of the corporation are indemnified against liabilities incurred in performing their duties, as permitted by **Virginia law**.
---
## Miscellaneous Provisions
1. **Corporate Records**: Records of corporate activities are maintained at the principal office.
2. **Corporate Seal**: A corporate seal may be adopted, though not required for document validity.
3. **Right of Inspection**: Shareholders have the right to inspect records with prior written request.
4. **Intellectual Property**: Proprietary algorithms, data models, and software developed for the corporation belong to the corporation.
5. **Conflict Resolution**: The corporation seeks mediation or arbitration before litigation in case of internal disputes.
---
## Adoption of Bylaws
These bylaws were adopted by the Board of Directors of **Midas Technologies Inc.** on **November 11, 2024**.
---
**Signatures:**
Chief Operations Officer
Chief Technical Officer
Chief Data Officer
---
This enhanced version provides clear formatting and structure for readability and accessibility. Let me know if you need further adjustments or additional files processed!