Exhibit 3.1
SECOND AMENDED AND RESTATED BYLAWS
OF
helius medical technologies, Inc.
(A DELAWARE CORPORATION)
March 12, 2024
Table of Contents
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ARTICLE I Offices | 1 | |
Section 1. | Registered Office | 1 |
Section 2. | Other Offices | 1 |
ARTICLE II Corporate Seal | 1 | |
Section 3. | Corporate Seal | 1 |
ARTICLE III Stockholders’ Meetings | 1 | |
Section 4. | Place of Meetings | 1 |
Section 5. | Annual Meeting. | 1 |
Section 6. | Special Meetings. | 8 |
Section 7. | Notice of Meetings | 9 |
Section 8. | Quorum | 10 |
Section 9. | Adjournment and Notice of Adjourned Meetings | 10 |
Section 10. | Voting Rights | 11 |
Section 11. | Joint Owners of Stock | 11 |
Section 12. | List of Stockholders | 11 |
Section 13. | Action Without Meeting | 12 |
Section 14. | Organization. | 12 |
ARTICLE IV Directors | 13 |
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Section 15. | Number | 13 |
Section 16. | Powers | 13 |
Section 17. | Term of Directors | 13 |
Section 18. | Vacancies | 13 |
Section 19. | Resignation | 13 |
Section 20. | Removal. | 14 |
Section 21. | Meetings. | 14 |
Section 22. | Quorum and Voting. | 15 |
Section 23. | Action Without Meeting | 15 |
Section 24. | Fees and Compensation | 15 |
Section 25. | Committees. | 15 |
Section 26. | Duties of Chairperson of the Board of Directors and Lead Independent Director | 17 |
Section 27. | Organization | 17 |
ARTICLE V Officers | 17 | |
Section 28. | Officers Designated | 17 |
Section 29. | Tenure and Duties of Officers. | 18 |
Section 30. | Delegation of Authority | 19 |
Section 31. | Resignations | 20 |
Section 32. | Removal | 20 |
ARTICLE VI Execution Of Corporate Instruments And Voting Of Securities Owned By The Corporation | 20 | |
Section 33. | Execution of Corporate Instruments | 20 |
Section 34. | Voting of Securities Owned by the Corporation | 20 |
ARTICLE VII Shares Of Stock | 20 | |
Section 35. | Form and Execution of Certificates | 21 |
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Section 36. | Lost Certificates | 21 |
Section 37. | Transfers. | 21 |
Section 38. | Fixing Record Dates. | 21 |
Section 39. | Registered Stockholders | 22 |
ARTICLE VIII Other Securities Of The Corporation | 22 | |
Section 40. | Execution of Other Securities | 22 |
ARTICLE IX Dividends | 23 | |
Section 41. | Declaration of Dividends | 23 |
Section 42. | Dividend Reserve | 23 |
ARTICLE X Fiscal Year | 23 | |
Section 43. | Fiscal Year | 23 |
ARTICLE XI Indemnification | 23 | |
Section 44. | Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents | 23 |
ARTICLE XII Notices | 26 | |
Section 45. | Notices. | 26 |
ARTICLE XIII Amendments | 28 | |
Section 46. | Amendments. | 28 |
ARTICLE XIV Forum For Adjudication Of Disputes | 28 | |
Section 47. | Forum for Adjudication of Disputes. | 28 |
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SECOND AMENDED AND RESTATED BYLAWS
OF
helius medical technologies, Inc.
(A DELAWARE CORPORATION)
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(a) | the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the corporation, |
(b) | which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the corporation, |
(c) | the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or |
(d) | which provides the right to vote or increase or decrease the voting power of, such Proponent or nominee, as applicable, or any of its affiliates or associates, with respect to any securities of the corporation, |
which agreement, arrangement, contract, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, repurchase, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proponent or nominee, as applicable, in the securities of the corporation held by any general or limited partnership, or any limited liability company, of which such Proponent or nominee, as applicable, is, directly or indirectly, a general partner or managing member.
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waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given. The Board of Directors may postpone, reschedule or cancel any meeting of stockholders previously scheduled by the Board of Directors.
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business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
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future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until such director’s successor shall have been duly elected and qualified.
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of the corporation shall be fixed by or in the manner designated by the Board of Directors or a committee thereof to which the Board of Directors has delegated such responsibility. The election of an officer shall not of itself create any contract rights.
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All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do.
Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
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Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Section 44, no advance shall be made by the corporation to an executive officer of the corporation (except by reason of the fact that such executive officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by a majority vote of directors who were not parties to the proceeding, even if not a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or such directors so direct, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.
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Subject to the limitations set forth in Section 44(h) or the provisions of the Certificate of Incorporation, the Board of Directors is expressly empowered to adopt, amend or repeal these Bylaws of the corporation. Any adoption, amendment or repeal of these Bylaws of the corporation by the Board of Directors shall require the approval of a majority of the authorized number of directors present at the meeting of a Board of Directors at which a quorum is present. The stockholders also shall have power to adopt, amend or repeal these Bylaws of the corporation; provided, however, that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the Certificate of Incorporation, such action by stockholders shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors, voting together as a single class. Any proposal by a stockholder to amend these Bylaws will also be subject to the provisions of Article III.
If any action the subject matter of which is within the scope of this Section 47 is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to: (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce this Section 47 (an “Enforcement Action”); and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder. This Section 47 shall not apply to actions brought to enforce a duty or liability created by the 1934 Act
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or the Securities Act of 1933, as amended, or any claim for which the federal courts have exclusive jurisdiction.
Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Section 47.
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