DRAFT TEMPLATE, counsel-pending review
This document is a structural draft for investor data-room visibility.
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Do not execute without counsel review.
BYLAWS OF RŌVN, INC.
Entity: Rōvn, Inc. Jurisdiction: State of Delaware Entity Type: C-Corporation Effective Date: [To be set on adoption · post LLC-to-C-Corp conversion] Version: Draft v0.1 · 2026-05-14
ARTICLE I, OFFICES
1.1 Registered Office
The registered office of Rōvn, Inc. (the "Corporation") in the State of Delaware shall be as set forth in the Certificate of Incorporation, or such other location as the Board of Directors may designate.
1.2 Principal Executive Office
The principal executive office of the Corporation shall be located at such place within or outside Delaware as the Board may from time to time determine.
1.3 Other Offices
The Corporation may have additional offices at such places as the Board deems appropriate.
ARTICLE II, STOCKHOLDERS
2.1 Annual Meeting
An annual meeting of stockholders shall be held each calendar year on a date and at a time fixed by the Board. The purpose of the annual meeting is to elect directors and transact any other business properly brought before the meeting.
2.2 Special Meetings
Special meetings may be called by (a) the Board, (b) the Chief Executive Officer, or (c) holders of at least 25% of the Corporation's outstanding voting stock.
2.3 Notice of Meetings
Written notice of every meeting shall be delivered not fewer than 10 nor more than 60 days before the meeting date. Notice shall state the place (if any), date, time, and purpose of the meeting, and the means of remote communication if applicable.
2.4 Quorum
The presence, in person or by proxy, of holders of a majority of the outstanding shares entitled to vote constitutes a quorum.
2.5 Voting
Except as otherwise required by Delaware General Corporation Law ("DGCL") or the Certificate of Incorporation, each share is entitled to one vote on each matter submitted to a vote of stockholders. Decisions are by majority of votes cast unless a higher threshold is required.
2.6 Proxies
Each stockholder may authorize another person to act as proxy by written instrument or electronic transmission as permitted under DGCL §212.
2.7 Action by Written Consent
Any action required or permitted at a stockholder meeting may be taken without a meeting if a written or electronic consent is signed by the holders of outstanding stock having not less than the minimum votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote were present and voted.
2.8 List of Stockholders
A complete list of stockholders entitled to vote shall be prepared at least 10 days before each meeting and made available as required by DGCL.
ARTICLE III, BOARD OF DIRECTORS
3.1 Number and Composition
The number of directors shall be fixed by resolution of the Board, with an initial size of three (3) directors at incorporation, expandable as the Corporation grows and per the Stockholders Agreement.
3.2 Qualifications
Directors need not be stockholders or residents of Delaware.
3.3 Election and Term
Directors shall be elected at the annual meeting and serve until the next annual meeting and until their successors are duly elected and qualified, or until their earlier death, resignation, or removal.
3.4 Resignation
A director may resign at any time by written notice to the Corporation, effective on receipt or as otherwise specified.
3.5 Removal
Any director or the entire Board may be removed, with or without cause, by holders of a majority of the outstanding shares entitled to vote.
3.6 Vacancies
Vacancies (including newly created directorships) may be filled by a majority of the directors then in office, even if less than a quorum, or by sole remaining director, or by stockholders.
3.7 Regular Meetings
Regular meetings may be held at such times and places as the Board determines. Notice of regular meetings is not required if a schedule is adopted.
3.8 Special Meetings
Special meetings may be called by the Chair, the CEO, or any two directors on at least 24 hours' notice (or such shorter notice as is reasonable in the circumstances).
3.9 Quorum
A majority of total authorized directors constitutes a quorum.
3.10 Voting
Each director has one vote. Acts of a majority present at a meeting at which a quorum is present are acts of the Board, except where DGCL or these Bylaws require otherwise.
3.11 Action by Written Consent
Any action of the Board may be taken without a meeting by unanimous written or electronic consent.
3.12 Committees
The Board may designate one or more committees (e.g., Audit, Compensation, Nominating) by resolution. Each committee shall consist of one or more directors.
3.13 Compensation
Directors may receive reasonable compensation and reimbursement of expenses as authorized by the Board.
ARTICLE IV, OFFICERS
4.1 Officers
The officers shall include a Chief Executive Officer (CEO), Chief Financial Officer (CFO), and Secretary. The Board may appoint additional officers (President, COO, CTO, CPO, Treasurer, Vice Presidents) as needed.
4.2 Appointment
Officers are appointed by the Board and serve at the pleasure of the Board.
4.3 Chief Executive Officer
The CEO is the principal executive officer, responsible for general supervision of the business and affairs of the Corporation, subject to Board direction.
4.4 Chief Financial Officer
The CFO is the principal financial officer, responsible for financial books, records, statements, and oversight of treasury functions.
4.5 Secretary
The Secretary keeps minutes of stockholder and Board meetings, maintains corporate records, and gives required notices.
4.6 Other Officers
Other officers have duties assigned by the Board, the CEO, or these Bylaws.
4.7 Removal and Resignation
Any officer may be removed by the Board with or without cause. Any officer may resign by written notice to the Corporation.
4.8 Compensation
Officer compensation is fixed by the Board (or Compensation Committee).
ARTICLE V, CAPITAL STOCK
5.1 Classes of Stock
At adoption, the Corporation is authorized to issue a single class of Common Stock per the Certificate of Incorporation. Preferred Stock series will be authorized in connection with priced financing rounds.
5.2 Certificates
Shares may be represented by certificates or be uncertificated, as the Board determines. Certificates bear the manual or facsimile signature of authorized officers.
5.3 Transfers
Shares are transferable on the books of the Corporation only by the registered holder or by duly authorized attorney, on surrender of any certificate properly endorsed, subject to applicable securities laws, Stockholders Agreement restrictions, and ROFR/co-sale provisions.
5.4 Registered Holders
The Corporation may treat the registered holder as the absolute owner for all purposes.
5.5 Lost or Destroyed Certificates
Replacement certificates may be issued upon affidavit of loss and customary indemnity (and bond if required).
ARTICLE VI, INDEMNIFICATION
6.1 Right to Indemnification
The Corporation shall indemnify, to the fullest extent permitted by DGCL §145, any director or officer who is or was a party to any proceeding by reason of their service.
6.2 Employees and Agents
The Corporation may indemnify employees and agents to such extent as the Board may determine.
6.3 Advancement of Expenses
Expenses incurred in defending a proceeding shall be advanced on receipt of an undertaking to repay if it is ultimately determined that the person is not entitled to indemnification.
6.4 Insurance
The Corporation may purchase and maintain D&O insurance.
6.5 Non-Exclusivity
Indemnification rights are not exclusive of other rights under any agreement, vote, or otherwise.
ARTICLE VII, AMENDMENTS
These Bylaws may be amended or repealed by (a) the Board, except as otherwise required, or (b) by holders of a majority of outstanding voting shares. The Certificate of Incorporation may restrict the Board's ability to amend certain provisions.
ARTICLE VIII, GENERAL PROVISIONS
8.1 Corporate Seal
The Corporation may, but need not, have a corporate seal.
8.2 Fiscal Year
The fiscal year is the calendar year unless otherwise designated by the Board.
8.3 Execution of Instruments
The Board may authorize any officer to execute and deliver instruments on behalf of the Corporation.
8.4 Books and Records
The Corporation shall keep, at its principal office or as otherwise designated, complete books of account and records as required by DGCL.
8.5 Severability
If any provision is held invalid, the remaining provisions remain in full force.
8.6 Governing Law
These Bylaws are governed by the laws of the State of Delaware.
End of Draft v0.1 · 2026-05-14 Outside counsel review required prior to adoption.