Legal Constitution Document

LEGAL CONSTITUTION DOCUMENT

This Legal Constitution Document (the "Constitution") is made effective as of by and among (hereinafter "Constituent A") and (hereinafter "Constituent B") for the establishment, governance and operation of the organization to be known as .

Recitals

WHEREAS, Constituent A and Constituent B intend to form a legal entity to pursue the purposes set forth herein and to allocate governance, authority, and responsibility between them; and

WHEREAS, the parties desire to establish a constitutional framework defining the organization’s name, purpose, powers, membership, governance, amendment procedures, and other matters of internal governance; and

WHEREAS, the parties intend that this Constitution shall serve as the primary governing instrument for the organization and that the powers conferred hereunder shall be exercised in accordance with applicable law and the fiduciary duties of its officeholders.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

In this Constitution, unless the context otherwise requires: (a) "Board" means the governing body established pursuant to Section 5; (b) "Member" means any individual or entity admitted to membership in accordance with Section 4; (c) "Majority" means more than fifty percent (50%) of votes cast unless a greater threshold is specified.

2. Establishment and Purpose

2.1 Establishment. The parties hereby establish the organization under the name set forth above. The organization shall be formed under the laws of the jurisdiction selected in Section 11 and shall continue until dissolved in accordance with this Constitution.

3. Powers

3.1 General Powers. Subject to applicable law, the organization shall have all powers necessary, convenient, or incidental to accomplish its purposes, including without limitation the power to acquire, hold, encumber, lease, and convey property; to enter contracts; to hire employees and engage contractors; and to receive and disburse funds.

4. Membership

4.1 Admission. Admission to membership shall be as prescribed by the Board and consistent with this Constitution. The initial members shall be the parties executing this Constitution unless otherwise indicated below.

5. Governance and Board

5.1 Board Composition. The organization shall be governed by a Board of Directors (or equivalent governing body) consisting of members unless changed pursuant to Section 9. Directors owe fiduciary duties of care and loyalty to the organization.

5.2 Election and Removal. Directors shall be elected, removed and replaced in accordance with procedures adopted by the Board, provided that removal for cause requires a written statement of the grounds and an opportunity to be heard.

6. Meetings and Voting

6.1 Notice. Regular meetings shall be held on such schedule as the Board adopts. Notice of special meetings shall be provided no fewer than days prior to the meeting unless a different notice period is required by law.

6.2 Quorum. A quorum for Board action shall be the number of directors equal to of the authorized Board seats. Unless otherwise specified, action is authorized by a Majority of votes cast.

7. Records, Financials and Audit

7.1 Records. The organization shall maintain complete and accurate books and records of account and minutes of all meetings. Records shall be kept at or as otherwise determined by the Board.

7.2 Fiscal Year and Audit. The fiscal year end shall be . The Board shall cause annual financial statements to be prepared and, if deemed necessary by the Board or required by law, to be audited by an independent auditor.

8. Liability, Insurance and Indemnification

8.1 Liability. No Member or director shall be personally liable for the debts, liabilities or obligations of the organization solely by reason of such status, except as otherwise required by statute or contract.

8.2 Indemnification. To the fullest extent permitted by law, the organization shall indemnify and hold harmless any person who is or was a director, officer or agent of the organization from and against expenses, judgments, fines, and amounts paid in settlement arising from any proceeding by reason of such service, provided that indemnification shall not apply to acts finally adjudicated to have constituted willful misconduct or a knowing violation of law.

9. Amendments

9.1 Procedure. Except as otherwise provided by law, this Constitution may be amended by the affirmative vote of of the Board or such higher threshold as may be specified herein. Amendments affecting fundamental governance or membership rights shall require notice to all Members and an opportunity to be heard.

10. Notices

10.1 Method. All notices, demands, or communications required or permitted under this Constitution shall be in writing and shall be deemed duly given when delivered personally, sent by certified mail, return receipt requested, or by overnight courier, or by other nationally recognized delivery service, to the notice addresses provided below.

11. Governing Law

This Constitution shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties. The parties submit to the exclusive or non-exclusive jurisdiction as may be elected in writing by the Board for the resolution of disputes arising under this Constitution.

12. Entire Agreement

This Constitution, together with any exhibits or schedules attached hereto, constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties with respect to such subject matter.

13. Severability

If any provision of this Constitution is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.

14. Waiver, Amendments and Counterparts

14.1 Waiver. No waiver of any provision or breach of this Constitution shall be effective unless in writing and signed by the party against whom enforcement is sought.

14.2 Counterparts. This Constitution may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted electronically in portable document format (PDF) or as a scanned image shall be treated as original signatures.

15. Miscellaneous Administrative Provisions

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