Free Delaware Corporation Operating Agreement Template
Delaware Corporation Operating Agreement
1. Introduction
This Operating Agreement ("Agreement") is entered into as of January 1, 2071, by and among the undersigned parties, and sets forth the terms and conditions governing the management and operation of [YOUR COMPANY NAME], a Delaware corporation ("Corporation").
2. Definitions
As used in this Agreement, the following terms shall have the meanings specified below:
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"Corporation" - Refers to [YOUR COMPANY NAME], formed under the laws of the State of Delaware.
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"Board of Directors" - The group of individuals elected to govern the affairs of the Corporation.
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"Shareholders" - The individuals or entities that own shares in the Corporation.
3. Purpose
The Corporation is organized for the purpose of conducting technology solutions for advanced AI integration in education and other lawful business activities in accordance with the laws of the State of Delaware.
4. Governance
4.1 Board of Directors
The Board of Directors shall be responsible for the overall management and control of the business and affairs of the Corporation. The Board shall consist of 7 directors, each serving a term of 3 years.
4.2 Officers
The officers of the Corporation shall consist of a President, a Treasurer, and a Secretary, as well as any other officers the Board may appoint, including a Chief Technology Officer (CTO) and a Chief Marketing Officer (CMO).
5. Shareholders
The shareholders of the Corporation shall have the right to vote on certain corporate matters as outlined in this Agreement and in accordance with Delaware law.
6. Meetings
6.1 Annual Meetings
An annual meeting of the shareholders shall be held on March 15th each year for the purpose of electing directors and transacting any other business that may come before the meeting.
6.2 Special Meetings
Special meetings of the shareholders may be called by the Board of Directors or by shareholders holding at least 10% of the outstanding shares of the Corporation.
7. Financial Matters
7.1 Fiscal Year
The fiscal year of the Corporation shall end on the 31st of December.
7.2 Financial Statements
The Corporation shall prepare annual financial statements in accordance with generally accepted accounting principles (GAAP).
7.3 Distributions
Distributions to shareholders shall be made at the discretion of the Board of Directors and in accordance with Delaware law.
8. Amendments
This Agreement may be amended only by a written agreement signed by shareholders holding at least 75% of the outstanding shares of the Corporation.
9. Dissolution
The Corporation may be dissolved by a vote of shareholders holding at least 80% of the outstanding shares. Upon dissolution, the assets of the Corporation shall be liquidated and distributed in accordance with Delaware law.
10. Miscellaneous
10.1 Governing Law
This Agreement shall be governed by the laws of the State of Delaware.
10.2 Severability
If any provision of this Agreement is deemed invalid, the remaining provisions shall remain in full force and effect.
11. Signatures
IN WITNESS WHEREOF, the undersigned parties have executed this Operating Agreement as of the date first above written.
[YOUR NAME] (President)
Ellis Bednar (Treasurer)
Rob Davids (Secretary)
Ann Brown (Shareholder)
Mike Harris (Shareholder)
