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. 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