SoylentNews PBC Bylaws - Revision history

BlackHole: Incorporated Amendment No. 1 to the Bylaws

2014-10-04T14:59:27Z

Incorporated Amendment No. 1 to the Bylaws

← Older revision		Revision as of 14:59, 4 October 2014
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	6. Removal. To the extent permitted by law, a Director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of such Director or by way of a resolution passed in writing by the holders of a majority of the shares of stock entitled to vote in the election of such Director. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.		6. Removal. To the extent permitted by law, a Director may be removed from office with or without cause by vote of the holders of a majority of the shares of stock entitled to vote in the election of such Director or by way of a resolution passed in writing by the holders of a majority of the shares of stock entitled to vote in the election of such Director. A Director may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him.

	7. Meetings. Regular meetings of the Board of Directors may be held at such time, date and place (if any) as the Board of Directors may from time to time determine, but no less often than semi-annually, at the headquarters of the Corporation (unless the Board of Directors shall select another location) or by conference telephone call. Special meetings of the Board of Directors may be called, orally or in writing, by the Chief Executive Officer, the President or by any Director (or the sole Director, as applicable), designating the time, date and place (if any) thereof on two (2) business days prior notice. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting.		7. Meetings. Regular meetings of the Board of Directors may be held at such time, date and place (if any) as the Board of Directors may from time to time determine, but no less often than semi-annually, at the headquarters of the Corporation (unless the Board of Directors shall select another location) or by conference telephone call or by Internet Relay Chat (“<u>''IRC''</u>”). Special meetings of the Board of Directors may be called, orally or in writing or by email, by the Chief Executive Officer, the President or by any Director (or the sole Director, as applicable), designating the time, date and place (if any) thereof on two (2) business days prior notice. Directors may participate in meetings of the Board of Directors by means of conference telephone or similar communications equipment by means of which all Directors participating in the meeting can hear each other, or, in the case of a meeting held by IRC, by means of any communications equipment useful for that purpose, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting, <u>provided, however</u>, that votes cast at any meeting held by IRC shall be confirmed within two (2) days of the meeting in writing or by electronic transmission to the Secretary of the Corporation to be binding and effective.

	8. Notice of Meetings. Notice of the time, date and place (if any) of all special meetings of the Board of Directors shall be given to each Director by the Secretary, or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph, facsimile transmission or PDF, or by electronic mail or other electronic means, during normal business hours, at least two (2) business days in advance of the meeting. Notice need not be given to any Director if a written waiver of notice is executed by him before or after the meeting, or if communication with such Director is unlawful, and will be waived by any Director by attendance thereat, except when the Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.		8. Notice of Meetings. Notice of the time, date and place (if any) of all special meetings of the Board of Directors shall be given to each Director by the Secretary, or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph, facsimile transmission or PDF, or by electronic mail or other electronic means, during normal business hours, at least two (2) business days in advance of the meeting. Notice need not be given to any Director if a written waiver of notice is executed by him before or after the meeting, or if communication with such Director is unlawful, and will be waived by any Director by attendance thereat, except when the Director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.
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	10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors, unless otherwise provided by law, by the Certificate of Incorporation or by these Bylaws.		10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, a majority of the Directors present may take any action on behalf of the Board of Directors, unless otherwise provided by law, by the Certificate of Incorporation or by these Bylaws.

	11. Action without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors ~~or committee thereof~~ may be taken without a meeting if ~~all members~~ of the ~~Board of~~ Directors ~~or committee thereof~~ consent thereto in writing or by electronic transmission, and such writings or electronic transmissions are filed with the records of the meetings of the Board of Directors ~~or committee thereof~~. Such filing may be in paper form if the minutes are maintained in paper form and may be in electronic form if the minutes are maintained in electronic form. The consents (and transmission thereof) shall be valid whether executed and delivered via electronic or facsimile transmission, PDF, hand delivery, or other means. Such consent shall be treated as a valid and proper vote of the Board of Directors ~~or committee thereof~~ for all purposes.		11. Action without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a majority of the Directors then in office consent thereto in writing or by electronic transmission, and such writings or electronic transmissions are certified by the Secretary of the Corporation and filed with the records of the meetings of the Board of Directors. Such filing may be in paper form if the minutes are maintained in paper form and may be in electronic form if the minutes are maintained in electronic form. The consents (and transmission thereof) shall be valid whether executed and delivered via electronic or facsimile transmission, PDF, hand delivery, or other means. Such consent shall be treated as a valid and proper vote of the Board of Directors for all purposes.

	12. Committees. The Board of Directors, by vote of a majority of the Directors then in office, may establish one or more committees, each committee to consist of one or more Directors, and may delegate thereto some or all of its powers except those which by law, by the Certificate of Incorporation, or by these Bylaws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these Bylaws for the Board of Directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board may abolish any committee, other than the Compensation Committee, at any time. Each such committee shall report its action to the Board of Directors who shall have power to rescind any action of any committee, other than the Compensation Committee, without retroactive effect.		12. Committees. The Board of Directors, by vote of a majority of the Directors then in office, may establish one or more committees, each committee to consist of one or more Directors, and may delegate thereto some or all of its powers except those which by law, by the Certificate of Incorporation, or by these Bylaws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but in the absence of such rules its business shall be conducted so far as possible in the same manner as is provided in these Bylaws for the Board of Directors. All members of such committees shall hold their committee offices at the pleasure of the Board of Directors, and the Board may abolish any committee, other than the Compensation Committee, at any time. Each such committee shall report its action to the Board of Directors who shall have power to rescind any action of any committee, other than the Compensation Committee, without retroactive effect.

BlackHole: Protected "SoylentNews PBC Bylaws" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

2014-08-20T22:21:47Z

Protected "SoylentNews PBC Bylaws" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

← Older revision	Revision as of 22:21, 20 August 2014
(No difference)

BlackHole at 04:47, 16 August 2014

2014-08-16T04:47:50Z

← Older revision		Revision as of 04:47, 16 August 2014
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	2. Acceptance by the Corporation. The Corporation shall have the assignable right, at any time within forty five (45) days after receipt of the Offer, to elect to accept the same by so notifying the stockholder attempting to transfer Shares (the "Offeror") in a writing setting forth its acceptance of the Offer. The price at which the Corporation shall purchase, and at which the stockholder shall sell, the shares shall be the price stated in the Offer; provided, however, that such Offer is a bona fide offer. If the Offer is not a bona fide Offer, as determined by the Board of Directors in its reasonable discretion, the price shall be the fair market value of the Shares as determined in accordance with Article IX, Section 3 (the "Fair Market Value").		2. Acceptance by the Corporation. The Corporation shall have the assignable right, at any time within forty five (45) days after receipt of the Offer, to elect to accept the same by so notifying the stockholder attempting to transfer Shares (the "Offeror") in a writing setting forth its acceptance of the Offer. The price at which the Corporation shall purchase, and at which the stockholder shall sell, the shares shall be the price stated in the Offer; provided, however, that such Offer is a bona fide offer. If the Offer is not a bona fide Offer, as determined by the Board of Directors in its reasonable discretion, the price shall be the fair market value of the Shares as determined in accordance with Article IX, Section 3 (the "Fair Market Value").

	3. Completion of Transfers to the Offeree. If the Corporation fails to elect to purchase the Offered Shares, or having accepted, shall fail to purchase such shares pursuant to the terms of these Bylaws, the Offeror may, prior to the expiration of sixty (60) days from the date of such return by the Corporation, complete the transfer specified in the Offer with the Offeree named in the Offer (and no other). After the expiration of said sixty (60) days, the stockholder may not transfer the Offered Shares to the Offeree without again ~~offer¬ing~~ the Offered Shares to the Corporation for purchase by it hereunder. It shall be a condition to the completion of any transfers completed under this Article VIII that the Offeree agrees, in writing, to be bound by the terms and conditions set forth in these Bylaws.		3. Completion of Transfers to the Offeree. If the Corporation fails to elect to purchase the Offered Shares, or having accepted, shall fail to purchase such shares pursuant to the terms of these Bylaws, the Offeror may, prior to the expiration of sixty (60) days from the date of such return by the Corporation, complete the transfer specified in the Offer with the Offeree named in the Offer (and no other). After the expiration of said sixty (60) days, the stockholder may not transfer the Offered Shares to the Offeree without again offering the Offered Shares to the Corporation for purchase by it hereunder. It shall be a condition to the completion of any transfers completed under this Article VIII that the Offeree agrees, in writing, to be bound by the terms and conditions set forth in these Bylaws.

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	1. Repurchase Rights at Fair Market Value. Upon the occurrence of any of the following events with respect to any stockholder, the Corporation shall have the continuing right (but not the obligation) to purchase all of the shares held by the stockholder and the stockholder's Permitted Transferees at a price equal to the Fair Market Value of the shares: (a) the stockholder dies or becomes disabled; (b) the stockholder files a voluntary petition under any ~~bankrupt¬cy~~ or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors; (c) the stockholder is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to such stockholder's shares and such involuntary petition or assignment or ~~attach¬ment~~ is not discharged within sixty (60) days after its date; or (d) the stockholder is subject to a transfer of such stockholder's shares by operation of law (other than as a result of the stockholder's death or disability). In connection with the Corporation's repurchase rights under this Article IX, the stockholder, and on behalf of the stockholder's Permitted Transferees, agrees that such Permitted Transferees shall be obligated to sell to the Corporation all shares transferred to them from the stockholder. Any action of the Corporation in electing to purchase or in purchasing or in requiring the sale to it of any shares under these bylaws, or in paying for such shares or in waiving any provisions of this Agreement, or in any other matter referred to in this Agreement, shall require, and may be effected by, a vote of the Board of Directors. The Board of Directors may in good faith and with a proper corporate purpose waive, modify, supplement or otherwise amend the application of the provisions of this Article in any individual instance.		1. Repurchase Rights at Fair Market Value. Upon the occurrence of any of the following events with respect to any stockholder, the Corporation shall have the continuing right (but not the obligation) to purchase all of the shares held by the stockholder and the stockholder's Permitted Transferees at a price equal to the Fair Market Value of the shares: (a) the stockholder dies or becomes disabled; (b) the stockholder files a voluntary petition under any bankruptcy or insolvency law or a petition for the appointment of a receiver or makes an assignment for the benefit of creditors; (c) the stockholder is subjected involuntarily to such a petition or assignment or to an attachment or other legal or equitable interest with respect to such stockholder's shares and such involuntary petition or assignment or attachment is not discharged within sixty (60) days after its date; or (d) the stockholder is subject to a transfer of such stockholder's shares by operation of law (other than as a result of the stockholder's death or disability). In connection with the Corporation's repurchase rights under this Article IX, the stockholder, and on behalf of the stockholder's Permitted Transferees, agrees that such Permitted Transferees shall be obligated to sell to the Corporation all shares transferred to them from the stockholder. Any action of the Corporation in electing to purchase or in purchasing or in requiring the sale to it of any shares under these bylaws, or in paying for such shares or in waiving any provisions of this Agreement, or in any other matter referred to in this Agreement, shall require, and may be effected by, a vote of the Board of Directors. The Board of Directors may in good faith and with a proper corporate purpose waive, modify, supplement or otherwise amend the application of the provisions of this Article in any individual instance.

	2. Repurchase Rights at Original Purchase Price in the Event of Termination for Cause. Upon a termination of the employment or any consulting engagement or advisory role of a stockholder for “Cause,” the Corporation shall have the continuing right (but not the obligation) to purchase all of the shares held by the stockholder and the stockholder's Permitted Transferees at a price equal to the original purchase price of the shares (or in the case of an exercise of a stock option, at the exercise price of such option).		2. Repurchase Rights at Original Purchase Price in the Event of Termination for Cause. Upon a termination of the employment or any consulting engagement or advisory role of a stockholder for “Cause,” the Corporation shall have the continuing right (but not the obligation) to purchase all of the shares held by the stockholder and the stockholder's Permitted Transferees at a price equal to the original purchase price of the shares (or in the case of an exercise of a stock option, at the exercise price of such option).
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	The following factors shall be deemed relevant for purposes of determining Fair Market Value by the Board of Directors. The factors which the Board of Directors shall consider shall include, without limitation, recent sale and offer prices of the capital stock of the Corporation in private transactions negotiated at arm’s length; recent valuations of the Common Stock undertaken for IRS 409A purposes; revenues and operating earnings of the Corporation for the most recent twelve-month period; projected revenues and operating earnings of the Corporation for the next twelve-month period; the positive cash flow of the Corporation, discounted to present value; the nature and timing of any product releases, product orders and product shipments; generation of significant orders, cash flow from operations, consummation of relationships with strategic partners; the book value of the Corporation’s assets as recorded on the most recently prepared balance sheet of the Corporation; the price/earnings multiples of comparable publicly-traded companies, but discounted for the illiquidity and lack of marketability associated with the Corporations’ status as a private company; a comparison of the revenue-to-sale and EBITDA ratios and multiples of acquisition of comparable privately-held companies; and appropriate consideration of the senior rights, preferences and privileges of all series of preferred stock outstanding, in relation to other series of outstanding preferred stock; and other pertinent factors determined by the Board of Directors to be relevant to the Enterprise Value of the Corporation and the Fair Market Value of any stock in relation to such Enterprise Value, but excluding discounts for minority holdings, and the impact of any redemption of the future working capital needs and operations of the Corporation, as determined in good faith by the Board of Directors. The “Enterprise Value” shall be the price which could be obtained for the sale or transfer to an unrelated third party of one hundred percent (100%) of the equity interest in the Corporation on a consolidated basis if the Corporation were sold to a willing buyer by a willing seller in a single arm’s-length transaction.		The following factors shall be deemed relevant for purposes of determining Fair Market Value by the Board of Directors. The factors which the Board of Directors shall consider shall include, without limitation, recent sale and offer prices of the capital stock of the Corporation in private transactions negotiated at arm’s length; recent valuations of the Common Stock undertaken for IRS 409A purposes; revenues and operating earnings of the Corporation for the most recent twelve-month period; projected revenues and operating earnings of the Corporation for the next twelve-month period; the positive cash flow of the Corporation, discounted to present value; the nature and timing of any product releases, product orders and product shipments; generation of significant orders, cash flow from operations, consummation of relationships with strategic partners; the book value of the Corporation’s assets as recorded on the most recently prepared balance sheet of the Corporation; the price/earnings multiples of comparable publicly-traded companies, but discounted for the illiquidity and lack of marketability associated with the Corporations’ status as a private company; a comparison of the revenue-to-sale and EBITDA ratios and multiples of acquisition of comparable privately-held companies; and appropriate consideration of the senior rights, preferences and privileges of all series of preferred stock outstanding, in relation to other series of outstanding preferred stock; and other pertinent factors determined by the Board of Directors to be relevant to the Enterprise Value of the Corporation and the Fair Market Value of any stock in relation to such Enterprise Value, but excluding discounts for minority holdings, and the impact of any redemption of the future working capital needs and operations of the Corporation, as determined in good faith by the Board of Directors. The “Enterprise Value” shall be the price which could be obtained for the sale or transfer to an unrelated third party of one hundred percent (100%) of the equity interest in the Corporation on a consolidated basis if the Corporation were sold to a willing buyer by a willing seller in a single arm’s-length transaction.

	4. Appraisal. If no determination of Fair Market Value pursuant to Section 3 is in effect, and the parties to a proposed transaction cannot agree upon the Fair Market Value of the Common Stock, the Fair Market Value shall be determined by appraisal. The cost of the appraisal shall be borne by the stockholder if the stockholder disagrees with the Board of Director’s determination of Fair Market Value and Enterprise Value. In such case, the parties to a proposed transfer shall appoint an appraiser; provided that, if the parties are unable to agree on an appraiser within sixty (60) days, an appraiser shall be appointed by the American Arbitration Association or a similar dispute resolution body, located in Boston, Massachusetts. The appraiser shall proceed to determine Fair Market Value as of a convenient date selected by it, and such determination shall be final and binding upon all parties. For purposes of any appraisal under this Section, the Fair Market Value shall be the price per share that a ready, willing and able buyer would pay to a ready, willing and able seller in a bona fide transaction negotiated at arm's length, where neither party is under any compulsion to buy or sell and each party is in possession of all relevant information, considering all material relevant factors affecting the value of such shares at the date of determination, including, but not limited to, the impact of any minority interest and/or other applicable discount factors. The Corporation shall promptly furnish to the appraiser such ~~finan¬cial~~ information as it may reasonably request. The appraiser shall promptly notify the Corporation and the parties to the proposed transfer in writing of its final determination of Fair Market Value.		4. Appraisal. If no determination of Fair Market Value pursuant to Section 3 is in effect, and the parties to a proposed transaction cannot agree upon the Fair Market Value of the Common Stock, the Fair Market Value shall be determined by appraisal. The cost of the appraisal shall be borne by the stockholder if the stockholder disagrees with the Board of Director’s determination of Fair Market Value and Enterprise Value. In such case, the parties to a proposed transfer shall appoint an appraiser; provided that, if the parties are unable to agree on an appraiser within sixty (60) days, an appraiser shall be appointed by the American Arbitration Association or a similar dispute resolution body, located in Boston, Massachusetts. The appraiser shall proceed to determine Fair Market Value as of a convenient date selected by it, and such determination shall be final and binding upon all parties. For purposes of any appraisal under this Section, the Fair Market Value shall be the price per share that a ready, willing and able buyer would pay to a ready, willing and able seller in a bona fide transaction negotiated at arm's length, where neither party is under any compulsion to buy or sell and each party is in possession of all relevant information, considering all material relevant factors affecting the value of such shares at the date of determination, including, but not limited to, the impact of any minority interest and/or other applicable discount factors. The Corporation shall promptly furnish to the appraiser such financial information as it may reasonably request. The appraiser shall promptly notify the Corporation and the parties to the proposed transfer in writing of its final determination of Fair Market Value.

	5. The Repurchase Rights mentioned above shall be independent of any repurchase rights and conditions that may arise on account of any agreement entered into by and between the Corporation and any of its shareholders. In the event of any conflict between this Article IX and any such agreement, the terms of such agreement shall prevail.		5. The Repurchase Rights mentioned above shall be independent of any repurchase rights and conditions that may arise on account of any agreement entered into by and between the Corporation and any of its shareholders. In the event of any conflict between this Article IX and any such agreement, the terms of such agreement shall prevail.

BlackHole: Created page with "
'''SoylentNews PBC''' (the “''Corporation''”) '''BYLAWS''' ARTICLE I ..."

2014-08-16T04:11:04Z

Created page with "<div class="center" style="width: auto; margin-left: auto; margin-right: auto;"> '''SoylentNews PBC''' (the “''Corporation''”) '''BYLAWS''' ARTICLE I ..."

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SoylentNews PBC Bylaws - Revision history

BlackHole: Incorporated Amendment No. 1 to the Bylaws

BlackHole: Protected "SoylentNews PBC Bylaws" ([Edit=Allow only administrators] (indefinite) [Move=Allow only administrators] (indefinite))

BlackHole at 04:47, 16 August 2014

BlackHole: Created page with " '''SoylentNews PBC''' (the “''Corporation''”) '''BYLAWS''' ARTICLE I ..."

BlackHole: Created page with "
'''SoylentNews PBC''' (the “''Corporation''”) '''BYLAWS''' ARTICLE I ..."