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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
- Corporate Offices
- Shareholders
- Board of Directors
- Officers
- Shares of Stock
- Distributions and Dividends
- Fiscal Year
- Amendments
- Indemnification
- Miscellaneous Provisions
- 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
-
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.
-
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.
-
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
- Corporate Records: Records of corporate activities are maintained at the principal office.
- Corporate Seal: A corporate seal may be adopted, though not required for document validity.
- Right of Inspection: Shareholders have the right to inspect records with prior written request.
- Intellectual Property: Proprietary algorithms, data models, and software developed for the corporation belong to the corporation.
- 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
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