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