Tesla Bylaws

Article I: Name and Purpose

Section 1.1 Name

The name of the corporation shall be Tesla Inc. (hereinafter referred to as the "Company").

Section 1.2 Purpose

The purpose of these bylaws is to define the responsibilities and powers of the board of directors, committees, and officers of the Company under applicable laws and regulations.

Article II: Board of Directors

Section 2.1 Powers

The board of directors shall have the authority to manage the affairs of the Company, including but not limited to, the power to make strategic decisions, appoint officers, and oversee corporate governance.

Section 2.2 Composition

The board shall consist of a minimum of five and a maximum of fifteen directors, as determined by resolution of the board. Directors shall be elected by the shareholders at the annual meeting for a term of one year.

Section 2.3 Meetings

Regular meetings of the board shall be held at least quarterly at such time and place as determined by the board. Special meetings may be called by the chairman of the board or by any two directors upon reasonable notice.

Article III: Committees

Section 3.1 Establishment

The board may establish committees to assist in the performance of its duties, including but not limited to, an audit committee, compensation committee, and nominating committee.

Section 3.2 Composition

The composition of each committee shall include a minimum of three directors, with appointments being carried out by the board. As part of their tasks, the board shall also assign the chairman role for each committee.

Section 3.3 Authority

The committees are entrusted with certain powers and authority, the extent of which is determined by what is delegated to them by the board. This delegation of power is done under the regulations stated within these bylaws and also in adherence to any relevant, binding laws.

Article IV: Officers

Section 4.1 Officers

The officers of the Company shall include a president, secretary, treasurer, and such other officers as may be determined by the board. Officers shall be appointed by the board and shall serve at the pleasure of the board.

Section 4.2 Duties

The president shall be the chief executive officer of the Company and shall have general supervision over the affairs of the Company. The secretary shall be responsible for maintaining corporate records and ensuring compliance with applicable laws. The treasurer shall be responsible for the custody and management of corporate funds.

Section 4.3 Removal

The board reserves the right, at any given time, to remove any officer from their position, and this removal can be instituted either with a stated reason or without having to provide a specific cause.

Article V: Indemnification

Section 5.1 Indemnification

The Company shall indemnify, to the fullest extent permitted by law, any director or officer who is made a party to any proceeding because they served the Company, provided such person acted in good faith and in a manner reasonably believed to be in the best interests of the Company.

Section 5.2 Insurance

The Company may purchase and maintain insurance on behalf of any director or officer against any liability asserted against them and incurred by them in any such capacity.

Article VI: Amendments

Section 6.1 Amendments

These bylaws may be amended, altered, or repealed by the board of directors at any regular or special meeting, provided that notice of the proposed amendment is given under these bylaws. Amendments shall require the affirmative vote of a majority of the directors present and voting.

Article VII: Miscellaneous

Section 7.1 Fiscal Year

The financial year during which all accounting and budgeting processes of the Company will be carried out shall be established and determined by the decisions, choices, and discretion of the Company's board of directors.

Section 7.2 Conflict of Interest

Directors and officers shall disclose any potential conflicts of interest and refrain from participating in any decisions in which they have a conflict of interest, as provided by law.

Section 7.3 Severability

In the event any provision of these bylaws is held to be invalid or unenforceable, the remaining provisions shall continue to be in full force and effect.

Article VIII: Adoption

Section 8.1 Adoption

These bylaws, once they have been formally adopted by the board of directors, shall officially go into effect and will apply to all relevant operations and activities.

These bylaws were duly adopted by the board of directors of Tesla Inc. on [Date].