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:

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# 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)

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## 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.

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## 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.

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## 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.

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## 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.

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## 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.

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## 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.

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## Fiscal Year

The corporation’s fiscal year aligns with the **calendar year**, subject to change by the Board of Directors.

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## 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**.

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## Indemnification

Directors, officers, and agents of the corporation are indemnified against liabilities incurred in performing their duties, as permitted by **Virginia law**.

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## 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.

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## Adoption of Bylaws

These bylaws were adopted by the Board of Directors of **Midas Technologies Inc.** on **November 11, 2024**.

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**Signatures:**

Chief Operations Officer  
Chief Technical Officer  
Chief Data Officer  

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