Bylaws of ACME INC
====

Adopted as of 15 September 2026. These Bylaws are effective before any jurisdictional filing and, upon deployment, take effect as the bylaws of the deployed entity as of the filing.

Article I - Offices
----

The corporation has two offices of record, stated separately. Registered office: Registered Agents of Delaware LLC, 1209 Orange Street, Wilmington, Delaware 19801. Principal office: 1120 Harbour View Road, Oakhaven, California 94612. The registered office is the statutory office in the jurisdiction of deployment; the principal office is the address where the corporation conducts its business.

Article II - Stockholders
----

An annual meeting of stockholders shall be held each year, on a date and at a time fixed by the Board of Directors, for the election of directors and the transaction of any other proper business. The annual meeting may not be waived. Special meetings may be called by the Board of Directors. Stockholders may act without a meeting as provided in Article VIII.

The initial stockholders of record of the corporation are (as Name, ID, Role):
-  Amara Osei (ID: 0x1111111111111111111111111111111111111111 - Stockholder, Director, President)
-  Jordan Reyes (ID: 0x2222222222222222222222222222222222222222 - Stockholder, Director, Secretary, Treasurer)

Article III - Directors
----

The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors. The number of directors shall be fixed by the Board, with a minimum of 1. Directors are elected at the annual meeting of stockholders and serve until their successors are elected and qualified.

Article IV - Officers
----

The officers of the corporation shall be a President, a Secretary, and a Treasurer, and such other officers as the Board may designate. One person may hold any number of offices. Officers are appointed by, and serve at the pleasure of, the Board of Directors.

Article V - Stock, Ledger, and Transfers
----

The corporation's on-chain record on the Entity.ID registry is the stock ledger of the corporation. The stock ledger is the official record of the stockholders of record, the shares held by each, and all issuances and transfers. The ledger shall at all times be capable of being converted into clearly legible paper form within a reasonable time and shall support the preparation of the stockholder lists and inspection materials required by the law of the jurisdiction of deployment.

Shares are uncertificated. A transfer of shares is a register action recorded on the stock ledger and is subject to the transfer restrictions recorded as platform rules for the corporation, including any board-consent and right-of-first-refusal rules so recorded. No paper certificate, instrument of assignment, or escrow of certificates is required for any issuance or transfer.

The aggregate position at formation: 8,000,000 shares issued at formation, of 10,000,000 authorized. The initial share allocation is as follows:
-  Amara Osei - 4,800,000 shares of Common Stock (60.00% of shares issued)
-  Jordan Reyes - 3,200,000 shares of Common Stock (40.00% of shares issued)

Article VI - Inspection Rights
----

Any stockholder of record has the right, for a proper purpose, to inspect the corporation's stock ledger, stockholder lists, and books and records. Nothing in these Bylaws restricts that right below the floor set by the law of the jurisdiction of deployment.

Article VII - Wallet Signatures and Key Rotation
----

A signature produced by the signing wallet bound to a constituent of the corporation on the Entity.ID registry is valid as if signed in writing. An action executed through a bound wallet is conclusive evidence of the action of the constituent to whom the wallet is bound. Where the registry's records exist on more than one chain, the records on the canonical chain recognized by the registry control.

The stockholder of record is the person or legal entity named in the register; the bound wallet is a signing credential and holds no interest of its own. A constituent may re-bind a new signing wallet through an identity-verified platform action recorded in the amendment log. Loss of a signing key does not extinguish an interest; the named holder recovers signing capability by re-binding. A transfer of shares is a register action under these Bylaws; movement of a signing key alone transfers nothing.

Notices and consents may be delivered and recorded through the corporation's Entity.ID platform record. Delivery to the platform record constitutes delivery in writing.

Article VIII - Consents and Platform Actions
----

Any action required or permitted to be taken at a meeting of the stockholders, of the Board of Directors, or of a committee of the Board may be taken without a meeting by consent recorded and signed through the corporation's Entity.ID platform record. A consent so recorded and signed constitutes a writing signed by the consenting person, including, upon deployment to Delaware, for the purposes of Sections 108, 141(f), 228, and 116 of the General Corporation Law of the State of Delaware. Each recorded consent is entered in the amendment log and may be rendered as a written consent document on demand.

Article IX - Indemnification
----

Upon deployment, the corporation may indemnify its directors and officers to the fullest extent permitted by applicable law.

Article X - Pre-Deployment Status
----

Before jurisdictional deployment, the entity governed by this document is a proto entity: it is not a registered legal person in any state, and its constituents may bear personal liability for its obligations under applicable law. Deployment to a jurisdiction activates the limited liability of a registered legal person.

Article XI - Governing Law
----

These Bylaws are governed by the law of the jurisdiction of deployment; until deployment, the terms of this constitution and the designated forum.

Article XII - Dispute Resolution
----

A question about the meaning or application of these Bylaws is decided by the Court of Chancery of the State of Delaware.

Article XIII - Amendments
----

These Bylaws may be amended by the Board of Directors or by the stockholders holding a majority of the outstanding shares, except that Article XIV may not be amended or removed prior to deployment.

Article XIV - Adoption and Novation
----

Filing with a state does not convert this entity in place; it brings a new legal person into existence. Accordingly, upon deployment of ACME INC to any jurisdiction:
1. Adoption of this constitution. The legal person resulting from the jurisdictional filing (the "Deployed Entity") adopts this document as its governing instrument, effective as of the filing, as the successor governance document of ACME INC.

2. Adoption of the ledger. The Deployed Entity adopts the entity's on-chain record as its official ledger of ownership interests, effective as of the filing.

3. Novation of proto-era contracts. Each contract entered into by or on behalf of ACME INC before deployment is adopted by the Deployed Entity upon deployment. Upon that adoption, each counterparty releases the individual members, founders, and signatories from personal liability under the contract, and the Deployed Entity is substituted as the obligated party by novation.

This article is a standing term of every constitution generated for a proto entity and of every proto-era contract generated on the platform. It may not be amended or removed prior to deployment.

Article XV - Additional Terms
----

No additional terms have been specified.

# Bylaws of {{entityName}}

Adopted as of {{formationDate as "D MMMM YYYY"}}. These Bylaws are effective before any jurisdictional filing and, upon deployment, take effect as the bylaws of the deployed entity as of the filing.

## Article I - Offices

The corporation has two offices of record, stated separately. Registered office: {{registeredAgentText}}. Principal office: {{principalOffice}}. The registered office is the statutory office in the jurisdiction of deployment; the principal office is the address where the corporation conducts its business.

## Article II - Stockholders

An annual meeting of stockholders shall be held each year, on a date and at a time fixed by the Board of Directors, for the election of directors and the transaction of any other proper business. The annual meeting may not be waived. Special meetings may be called by the Board of Directors. Stockholders may act without a meeting as provided in Article VIII.

The initial stockholders of record of the corporation are (as Name, ID, Role):

{{#ulist stockholders}}
{{name}} ({{stockholderText}})
{{/ulist}}

## Article III - Directors

The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors. The number of directors shall be fixed by the Board, with a minimum of {{minDirectors}}. Directors are elected at the annual meeting of stockholders and serve until their successors are elected and qualified.

## Article IV - Officers

The officers of the corporation shall be a President, a Secretary, and a Treasurer, and such other officers as the Board may designate. One person may hold any number of offices. Officers are appointed by, and serve at the pleasure of, the Board of Directors.

## Article V - Stock, Ledger, and Transfers

The corporation's on-chain record on the Entity.ID registry is the stock ledger of the corporation. The stock ledger is the official record of the stockholders of record, the shares held by each, and all issuances and transfers. The ledger shall at all times be capable of being converted into clearly legible paper form within a reasonable time and shall support the preparation of the stockholder lists and inspection materials required by the law of the jurisdiction of deployment.

Shares are uncertificated. A transfer of shares is a register action recorded on the stock ledger and is subject to the transfer restrictions recorded as platform rules for the corporation, including any board-consent and right-of-first-refusal rules so recorded. No paper certificate, instrument of assignment, or escrow of certificates is required for any issuance or transfer.

The aggregate position at formation: {{aggregateSharesText}}. The initial share allocation is as follows:

{{#ulist holdings}}
{{constituentName}} - {{holdingText}}
{{/ulist}}

## Article VI - Inspection Rights

Any stockholder of record has the right, for a proper purpose, to inspect the corporation's stock ledger, stockholder lists, and books and records. Nothing in these Bylaws restricts that right below the floor set by the law of the jurisdiction of deployment.

## Article VII - Wallet Signatures and Key Rotation

A signature produced by the signing wallet bound to a constituent of the corporation on the Entity.ID registry is valid as if signed in writing. An action executed through a bound wallet is conclusive evidence of the action of the constituent to whom the wallet is bound. Where the registry's records exist on more than one chain, the records on the canonical chain recognized by the registry control.

The stockholder of record is the person or legal entity named in the register; the bound wallet is a signing credential and holds no interest of its own. A constituent may re-bind a new signing wallet through an identity-verified platform action recorded in the amendment log. Loss of a signing key does not extinguish an interest; the named holder recovers signing capability by re-binding. A transfer of shares is a register action under these Bylaws; movement of a signing key alone transfers nothing.

Notices and consents may be delivered and recorded through the corporation's Entity.ID platform record. Delivery to the platform record constitutes delivery in writing.

## Article VIII - Consents and Platform Actions

Any action required or permitted to be taken at a meeting of the stockholders, of the Board of Directors, or of a committee of the Board may be taken without a meeting by consent recorded and signed through the corporation's Entity.ID platform record. A consent so recorded and signed constitutes a writing signed by the consenting person, including, upon deployment to Delaware, for the purposes of Sections 108, 141(f), 228, and 116 of the General Corporation Law of the State of Delaware. Each recorded consent is entered in the amendment log and may be rendered as a written consent document on demand.

## Article IX - Indemnification

Upon deployment, the corporation may indemnify its directors and officers to the fullest extent permitted by applicable law.

## Article X - Pre-Deployment Status

Before jurisdictional deployment, the entity governed by this document is a proto entity: it is not a registered legal person in any state, and its constituents may bear personal liability for its obligations under applicable law. Deployment to a jurisdiction activates the limited liability of a registered legal person.

## Article XI - Governing Law

These Bylaws are governed by {{governingLaw}}.

## Article XII - Dispute Resolution

A question about the meaning or application of these Bylaws is decided by {{interpreter}}.

## Article XIII - Amendments

These Bylaws may be amended by the Board of Directors or by the stockholders holding a majority of the outstanding shares, except that Article XIV may not be amended or removed prior to deployment.

## Article XIV - Adoption and Novation

Filing with a state does not convert this entity in place; it brings a new legal person into existence. Accordingly, upon deployment of {{entityName}} to any jurisdiction:

1. Adoption of this constitution. The legal person resulting from the jurisdictional filing (the "Deployed Entity") adopts this document as its governing instrument, effective as of the filing, as the successor governance document of {{entityName}}.

2. Adoption of the ledger. The Deployed Entity adopts the entity's on-chain record as its official ledger of ownership interests, effective as of the filing.

3. Novation of proto-era contracts. Each contract entered into by or on behalf of {{entityName}} before deployment is adopted by the Deployed Entity upon deployment. Upon that adoption, each counterparty releases the individual members, founders, and signatories from personal liability under the contract, and the Deployed Entity is substituted as the obligated party by novation.

This article is a standing term of every constitution generated for a proto entity and of every proto-era contract generated on the platform. It may not be amended or removed prior to deployment.

{{#clause additionalTerms}}
## Article XV - Additional Terms

{{this}}

{{/clause}}

/*
 * id.entity.render.ccorp - the render view model for startup-de-ccorp.
 *
 * NOT a canonical data model. The canonical instance is an
 * id.entity.core@2.2.0.Constitution carrying an E1 SHARES extension and
 * an E4.US.DE DelawareCCorpExtension; this concept is the deterministic
 * projection both documents (certificate + bylaws) render from, produced
 * by lib/project-render-data.mjs. Property paths are preserved from the
 * canonical models where a field exists there (entityName, identifier,
 * principalOffice, incorporatorName,
 * incorporatorAddress, statedBusinessPurpose, governingLaw, minDirectors,
 * interpreter); computed presentation fields carry a `Text` suffix.
 *
 * What used to be hidden logic in dashboard-ui placeholders.ts is now
 * visible: terminology (stockholder/shares) is pre-composed template
 * text, the conditional purpose prose is a guarded template clause block over
 * statedBusinessPurpose, and the 10,000,000 / USD 0.0001 defaults live
 * in the fixture as E1 UnitClass data.
 *
 * provenance:
 *   source: models/core@2.2.0.cto + ext-e1@0.1.0 + ext-e4-us-de@0.1.0 (projection);
 *           dashboard-ui placeholders.ts (surfaced logic)
 *   licence: Apache-2.0
 */
namespace id.entity.render.ccorp@1.0.0

import org.accordproject.runtime@0.2.0.{Request,Response} from https://models.accordproject.org/accordproject/runtime@0.2.0.cto

concept StockholderRender {
  o String name
  o String stockholderText
}

concept HoldingRender {
  o String constituentName
  o String holdingText
}

@template
concept CCorpFormationRender identified by identifier {
  o String entityName
  o String identifier
  o String register
  o String registeredAgentText
  o String statedBusinessPurpose optional
  o String authorizedSharesText
  o String parValueText
  o String shareClassesText
  o String principalOffice
  o String incorporatorName
  o String incorporatorAddress
  o String governingLaw
  o Integer minDirectors
  o StockholderRender[] stockholders
  o String aggregateSharesText
  o HoldingRender[] holdings
  o String interpreter
  o String additionalTerms optional
  o DateTime formationDate
}