Business Constitution Adoption Form

Business Constitution Adoption Form

Identification

Limited Liability Company    Corporation    Partnership    Other:

Recitals

WHEREAS, the undersigned incorporators, members or directors of the entity set forth above have determined it is in the best interest of the entity to adopt a formal Constitution to govern the organization, management, membership rights, and internal procedures of the entity;

WHEREAS, the Constitution establishes the fundamental principles, authorities of governance bodies, officer duties, membership or share classes, and procedures for amendment, and the parties desire that such Constitution take effect as of the Effective Date set forth below;

WHEREAS, authority to adopt this Constitution is vested in the undersigned pursuant to the entity's formation instrument, board resolution, or unanimous written consent of the initial members as applicable.

Adoption Resolution

NOW, THEREFORE, BE IT RESOLVED that the Constitution attached hereto and incorporated by reference is hereby adopted and shall constitute the governing Constitution of the entity effective as of (the "Effective Date").

Scope and Purpose

Describe the primary functions, governance scope, and objectives that this Constitution will address. Include the organizational boundaries, authority allocations, and any special governance provisions.

Payment Terms (if applicable)

If adoption of the Constitution contemplates initial capital contributions, membership dues, or fees, specify the amounts and terms below. If not applicable, enter "N/A".

Term and Termination

This Constitution shall commence on the Effective Date and shall continue in effect until terminated in accordance with the terms below or by operation of law.

Confidentiality

All non-public information exchanged in furtherance of implementing this Constitution that is designated as confidential, or which a reasonable person would understand to be confidential under the circumstances, shall be maintained in strict confidence by the receiving party. Confidential information shall not be disclosed except (i) with the prior written consent of the disclosing party, (ii) as required by applicable law after reasonable notice to the disclosing party, or (iii) to officers, directors, legal counsel, accountants, or advisers who have a need to know and who are bound to maintain confidentiality. The obligations set forth in this provision shall survive termination of this Constitution for a period of three (3) years unless a different period is specified below.

Amendment Procedure

This Constitution may be amended only by the procedure set forth herein: amendments must be proposed in writing, delivered to the governing body, and approved by the affirmative vote of the proportion of members or board specified below. Emergency amendments may be adopted temporarily by unanimous written consent and must be ratified at the next regular governance meeting.

Governing Law

This Constitution and any dispute arising out of or related to it shall be governed by and construed in accordance with the laws of the state or jurisdiction identified below without regard to conflicts of law principles.

Entire Agreement

This Constitution, together with any schedules or exhibits attached and any resolutions adopting or amending it, constitutes the entire agreement among the parties with respect to the subject matter and supersedes all prior agreements, understandings and negotiations, whether written or oral. No waiver, modification or amendment shall be effective unless in a writing signed by the party or parties required to take such action under the Constitution.

Attestation of Adoption

The undersigned hereby certify that they are authorized to execute this Adoption Form on behalf of the entity and that the Constitution has been duly adopted in accordance with the organizational instruments and applicable law.

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