legal_markdown 0.4.5 → 0.4.6

data/lib/legal_markdown/legal_to_markdown/leaders.rb

@@ -5,10 +5,12 @@ module LegalToMarkdown
 
     def run_leaders
       get_the_substitutions
-      find_the_block
-      if @block
-        chew_on_the_block
-        clean_up_leaders
+      unless @substitutions == {}
+        find_the_block
+        if @block
+          chew_on_the_block
+          clean_up_leaders
+        end
       end
     end
 
@@ -68,55 +70,60 @@ module LegalToMarkdown
     private
 
     def get_level_style
-      if @headers.has_key?("level-style")
+      begin
         @headers["level-style"] =~ /l1/ ? @deep_leaders = true : @deep_leaders = false
         @headers.delete("level-style")
-      else
+      rescue
         @deep_leaders = false
       end
     end
 
     def get_the_indents
-      if @headers.has_key?("no-indent") && @headers["no-indent"]
+      begin
         no_indent_array = @headers["no-indent"].split(", ")
         no_indent_array.include?("l." || "l1.") ? @offset = no_indent_array.size : @offset = no_indent_array.size + 1
-      else
+        @headers.delete("no-indent")
+      rescue
         @offset = 1
       end
-      @headers.delete("no-indent")
     end
 
     def get_the_levels
-      @headers.each do | header, value |
-        if @deep_leaders
-          search = "l" + header[-1] + "." if header =~ /level-\d/
-        else
-          search = "l" * header[-1].to_i + "." if header =~ /level-\d/
-        end
+      begin
+        @headers.each do | header, value |
+          if @deep_leaders
+            search = "l" + header[-1] + "." if header =~ /level-\d/
+          else
+            search = "l" * header[-1].to_i + "." if header =~ /level-\d/
+          end
 
-        if header =~ /level-\d/
-          @substitutions[search]= set_the_subs_arrays(value.to_s)
-          @deep_leaders ? spaces = (search[1].to_i - @offset) : spaces = (search.size - @offset - 1)
-          spaces < 0 ? spaces = 0 : spaces = spaces * 2
-          @substitutions[search][6] = " " * spaces
-          if value =~ /\s*preval\s*/
-            @substitutions[search][1].gsub!(/preval\s*/, "")
-            @substitutions[search][7] = :preval
-          elsif value =~ /\s*pre\s*/
-            @substitutions[search][1].gsub!(/pre\s*/, "")
-            @substitutions[search][7] = :pre
+          if header =~ /level-\d/
+            @substitutions[search]= set_the_subs_arrays(value.to_s)
+            @deep_leaders ? spaces = (search[1].to_i - @offset) : spaces = (search.size - @offset - 1)
+            spaces < 0 ? spaces = 0 : spaces = spaces * 2
+            @substitutions[search][6] = " " * spaces
+            if value =~ /\s*preval\s*/
+              @substitutions[search][1].gsub!(/preval\s*/, "")
+              @substitutions[search][7] = :preval
+            elsif value =~ /\s*pre\s*/
+              @substitutions[search][1].gsub!(/pre\s*/, "")
+              @substitutions[search][7] = :pre
+            end
+            @headers.delete(header)
           end
-          @headers.delete(header)
         end
+      rescue
+        @substitutions = {}
       end
     end
 
     def get_the_resets
-      if @headers["no-reset"]
+      begin
         no_subs_array = @headers["no-reset"].split(", ")
         no_subs_array.each{ |e| @substitutions[e][5] = :no_reset unless e == "l." || e == "l1."}
+        @headers.delete("no-reset")
+      rescue
       end
-      @headers.delete("no-reset")
     end
 
     def set_the_subs_arrays( value )

data/lib/legal_markdown/version.rb

@@ -1,3 +1,3 @@
 module LegalMarkdown
-  VERSION = "0.4.5"
+  VERSION = "0.4.6"
 end

data/test/tests/46.throw_some_erroris.headers

@@ -0,0 +1,209 @@
+---
+
+# Mixins
+co_name: ""
+co_reg: ""
+dirs_number: ""
+dirs_term: ""
+jurisdiction: ""
+party1: ""
+party1_address: ""
+party1_full: ""
+party1_reg: ""
+party1_rep: ""
+party1_short: ""
+party1_type: ""
+party2: ""
+party2_address: ""
+party2_full: ""
+party2_reg: ""
+party2_rep: ""
+party2_short: ""
+party2_type: ""
+party3: ""
+party3_address: ""
+party3_full: ""
+party3_reg: ""
+party3_rep: ""
+party3_short: ""
+party3_type: ""
+regulating_act: ""
+
+# Optional Clauses
+co_private: ""
+co_private_bd_right_to_welcom: ""
+co_private_no_oblig_purc: ""
+co_private_right_due_dil_rev: ""
+co_private_right_first_refusal: ""
+co_private_shares_not_trans: ""
+co_public: ""
+dirctrs_elected_maj: ""
+dirctrs_elected_plur: ""
+dirctrs_elected_suprmaj: ""
+director_managed: ""
+dirs_act_wo_mtg: ""
+dirs_bd_can_expand: ""
+dirs_bd_can_fill_vac: ""
+dirs_bd_cannot_expand: ""
+dirs_bd_cannot_fill_vac: ""
+dirs_bd_has_coms: ""
+dirs_bd_maj_quorum: ""
+dirs_bd_supmaj_quorum: ""
+dirs_can_amend_bylaws: ""
+dirs_elected_annually: ""
+dirs_fixed_term: ""
+dirs_get_comp: ""
+dirs_many_reelect: ""
+dirs_no_reelect: ""
+dirs_not_shareholdrs: ""
+dirs_one_reelect: ""
+dirs_shareholdrs: ""
+divids_equal_dist: ""
+fiscl_yr_bd_sets: ""
+fiscl_yr_cal_yr: ""
+indem_empl: ""
+indem_insure: ""
+is_three_party: ""
+manager_managed: ""
+member_managed: ""
+not_formed: ""
+off_has_ceo: ""
+off_has_cfo: ""
+off_has_cont: ""
+off_has_ed: ""
+off_has_pres: ""
+off_has_treas: ""
+off_has_vp_many: ""
+off_has_vp_one: ""
+off_no_ceo: ""
+other_jurisdiction: ""
+party1_group: ""
+party1_indivdual: ""
+party2_group: ""
+party2_indivdual: ""
+party3_group: ""
+party3_indivdual: ""
+prior_formation: ""
+sharehold_act_wo_mtg: ""
+sharehold_adj_mtg_if_lose_quorum: ""
+sharehold_bd_rules: ""
+sharehold_chair_mtgs: ""
+sharehold_cont_mtg_if_lose_quorum: ""
+sharehold_maj_quorum: ""
+sharehold_suprmaj_quorum: ""
+shares_corp_owners: ""
+shares_in_classes: ""
+shares_joint_owners: ""
+shares_list: ""
+shares_not_encumbered: ""
+somaliland: ""
+tennessee: ""
+tit_by_laws: ""
+tit_op_agree: ""
+
+# Structured Headers
+level-1: ""
+level-2: ""
+level-3: ""
+
+# Properties
+no-indent: ""
+no-reset: ""
+level-style: ""
+
+---
+
+THIS AGREEMENT, ALSO KNOWN AS THE [{{tit_op_agree}} OPERATING AGREEMENT][{{tit_by_laws}} BY-LAWS] OF THE COMPANY is entered into as of the date shown below by and between {{party1_full}} {{party1_short}}, {{party2_full}} {{party2_short}} [{{is_three_party}} , {{party3_full}} {{party3_short}}]. {{party1}} is [{{party1_indivdual}} an individual with an address of {{party1_address}}] [{{party1_group}} a {{party1_type}} with an address of {{party1_address}}, registered under the laws of {{party1_reg}}, operating in and therefore subject to the laws of {{party1_reg}}, and represented by {{party1_rep}}]. {{party2}} is [{{party2_indivdual}} an individual with an address of {{party2_address}}] [{{party2_group}} a {{party2_type}} with an address of {{party2_address}}, registered under the laws of {{party2_reg}}, operating in and therefore subject to the laws of {{party2_reg}}, and represented by {{party2_rep}}]. [{{is_three_party}} {{party3}} is [{{party3_indivdual}} an individual with an address of {{party3_address}}] [{{party3_group}} a {{party3_type}} with an address of {{party3_address}}, registered under the laws of {{party3_reg}}, operating in and therefore subject to the laws of {{party3_reg}}, and represented by {{party3_rep}}].] These individuals are referred to individually as a Member and collectively as the Shareholders. This agreement is entered into with reference to the following facts:
+
+The Shareholders desire to form a [{{somaliland}} [{{co_private}} private][{{co_public}} public] company limited by shares][{{tennessee}} Limited Liability Company that is [{{member_managed}} managed by its members][{{director_managed}} managed by its directors][{{manager_managed}} managed by a manager]] ("Company") with a share capital under [{{tennessee}} Tennessee Revised Limited Liability Company Act (2005) 48 T.C.A. 249 *et seq*, as amended] [{{somaliland}} the Company's Act of Somaliland (No. 25, 2004, *as amended*)] [{{other_jurisdiction}} {{regulating_act}}] (the "Act"). The Shareholders enter into this Agreement [{{tit_by_laws}} ("Bylaws")] to provide for the governance of the Company, the conduct of the Company's business, and to specify their relative rights and obligations.
+
+NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties hereto agree to and do associate themselves solely and exclusively for the purposes and upon the terms and conditions set forth herein.
+
+```
+l. |form| Formation
+ll. Formation*. The undersigned [{{prior_formation}} have formed][{{not_formed}} will form] a [{{co_private}} Private][{{co_public}} Public] Company, Limited by Shares under the laws of {{jurisdiction}} [{{prior_formation}} with a registration number of: {{co_reg}}]. The Company can sue and be sued on its own name, the Company is independent from the Shareholders and all related persons.
+ll. Name*. The name of this Company is {{co_name}} (the "Company"). Only the Shareholders of the Company can change the name of the Company, by vote of more than 70% of all Shareholders currently active at the time a motion to change the name of the Company is brought to the Shareholders in an annual or special meeting called for such a purpose.
+ll. Registered Office*. The registered office of the Company in {{jurisdiction}} shall be as set forth in the Articles of Incorporation of the Company or as otherwise designated by the Board of Directors of the Company.
+ll. Other Offices*. The company may also open and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, either within or outside of {{jurisdiction}}, as the Board of Directors may from time to time determine in |form|.
+l. Shareholders Meetings
+ll. Place of Meetings*. Meetings of the Shareholders of the Company may be held at such place, either within or outside of {{jurisdiction}}, as may be determined from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication.
+ll. Annual Meeting*. The Annual Meeting of the Shareholders of the Company, for the purpose of election of Directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the Company and the proposal of business to be considered by the Shareholders may be made at an Annual Meeting of Shareholders:
+lll. pursuant to the Company's notice of meeting of Shareholders;
+lll. by or at the direction of the Board of Directors;
+lll. |xref2| by any Shareholder of the Company who was a Shareholder of record at the time when the Board sent notice of the Annual Meeting, and who is not otherwise barred from voting at the meeting.
+ll. Notice of Annual Meetings*. Except as otherwise provided by the Act, notice shall be provided by electronic transmission. Such Notice of each Annual Meeting of Shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to the electronic address provided by each Shareholder entitled to vote at such meeting. Such notice shall specify the place, if any, date and hour, and the means of remote communications, if any, by which Shareholders and proxyholders may be deemed to be present in person and vote at any such meeting in |xref2|.
+ll. Agenda of the Annual Meeting*. At an Annual Meeting of the Shareholders, only such business shall be conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an Annual Meeting by a Shareholder, the Shareholder must submit written notice of the business or nomination to the Board a minimum of ten (10) days prior to the Annual Meeting via electronic communication. Any notice of business or nomination that is not received by the Board a minimum of ten (10) days prior to the Annual Meeting shall not be considered by the Board nor added to the business or nominations tabled for discussion at the Annual Meeting, except as otherwise provided in the Act.
+ll. Special Meetings*. Special meetings of the Shareholders of the Company may be called, for any purpose or purposes, by the Chairperson of the Board of Directors, by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized Directors or by the holders of shares entitled to cast not less than forty percent (40%) of the votes at the meeting, and shall be held at such place, on such date, and at such time as the Board shall fix.
+ll. Notice of Special Meetings*. If a Special Meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered electronically to the Board. Upon receipt of the notice, the Board shall determine if the notice was valid as it was given by those authorized under this Agreement to call a Special Meeting. The Board shall call a meeting within sixty (60) days after receipt of notice, unless the Board has determined that the notice was invalid. The provisions of the Notice of Annual Meetings shall apply to Special Meetings.
+ll. Agenda of Special Meetings*. No business may be transacted at such special meeting otherwise than specified in such notice.
+ll. Quorum for All Shareholder Meetings*. At all meetings of shareholders, except where otherwise provided by the Act, or by this Agreement, the presence, in person, by remote communication or by proxy duly authorized, of the holders of [{{sharehold_maj_quorum}} a majority][{{sharehold_suprmaj_quorum}} more than 70%] of the outstanding shares of shares entitled to vote shall constitute a quorum for the transaction of business. [{{sharehold_cont_mtg_if_lose_quorum}} The shareholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.][{{sharehold_adj_mtg_if_lose_quorum}} The shareholders present at a duly called or convened meeting shall not continue to transact business and shall adjourn if enough shareholders depart the meeting such that there is less than a quorum.]
+ll. No Quorum for Shareholder Meetings*. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, either by the Chairperson of the meeting or by vote of the holders of a majority of the shares represented there, but no other business shall be transacted at such meeting.
+ll. Resolutions of Shareholders*. Except as otherwise provided within the Act or [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement], in all matters other than the election of Directors which are conducted at any meeting of Shareholders, the affirmative vote of a majority of shares present in person, by remote communication, or represented by proxy duly authorized at a validly constituted meeting and entitled to vote on the subject matter shall constitute the action and resolution of entire shareholders.
+ll. Election of Directors*. Except as otherwise provided within the Act or [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement], Directors shall be elected by [{{dirctrs_elected_plur}} a plurality][{{dirctrs_elected_maj}} a majority][{{dirctrs_elected_suprmaj}} more than 60%] of the votes of the shares entitled to vote on the election of Directors and present in person, by remote communication, or represented by proxy duly authorized at a validly constituted meeting.
+[{{shares_in_classes}} ll. Voting in Classes*. Where a separate vote by a class or classes or series of shares is required, except where otherwise provided by the Act or [{{tit_by_laws}} these Bylaws] [{{tit_op_agree}} this Agreement], a majority of the outstanding shares of such class or classes or series then present in person, by remote communication, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter.]
+ll. Adjournment of Shareholder Meetings*. Any meeting of shareholders, whether an Annual Meeting or Special Meeting, may be adjourned from time to time either by the Chairperson of the meeting or by the vote of a majority of the shares present in person, by remote communication or represented by proxy duly authorized.
+ll. Voting Rights*. For the purpose of determining those shareholders entitled to vote at any meeting of the shareholders, except as otherwise provided by law or the Articles of Incorporation, only persons in whose names shares of a class entitled to vote stand on the shares records of the Company on the record date, as provided in [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement], shall be entitled to vote at any meeting of shareholders. very person entitled to vote or execute consents shall have the right to do so either in person, by remote communication or by an agent or agents authorized by a proxy granted in accordance with the Act. A proxy so appointed need not be a shareholder. No proxy shall be voted after three (3) years from its date of creation.
+[{{shares_joint_owners}} ll. Joint Owners of Shares*. If shares are in the Company's records in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) the first individual to cast their votes shall by such bind all.]
+[{{shares_corp_owners}} ll. Corporate Owners of Shares*. If shares are in the Company's records in the names of any other corporation, joint venture, investment group, or any other collective entity, in order for the shares to be voted, the board of directors of the collective entity holding title to the shares must execute a written instrument appointing one authorized individual which shall vote the shares held by the collective entity. The instrument appointing the authorized individual must be received by the Secretary prior to the meeting, and may be changed from time to time as the board of the collective entity decides. The votes cast by the authorized individual shall bind the entire collective entity.]
+[{{shares_list}} ll. List of Shareholders*. The Secretary shall prepare and make, at least ten (10) days before every meeting of Shareholders, a complete list of the Shareholders entitled to vote at said meeting, arranged in alphabetical order, showing the number of shares registered in the name of each Shareholder. Such list shall be open to the examination of any Shareholder for any purpose germane to the meeting.]
+[{{sharehold_act_wo_mtg}} ll. Action Without Meeting*. Unless otherwise provided by the Act, any action required to be taken at any Annual or Special Meeting of the Shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic communication setting forth the action so taken is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which *all shares* entitled to vote were present and voted.]
+[{{sharehold_chair_mtgs}} ll. Meeting Chairperson*. At every meeting of Shareholders, the Chairperson of the Board, or, if a Chairperson of the Board of Directors has not been appointed or is absent, the President shall act as chairperson. The Secretary, or an Assistant Secretary directed to do so by the Secretary, shall act as secretary of the meeting.]
+[{{sharehold_bd_rules}} ll. Rules of Meetings*. The Board of Directors of the Company shall be entitled to make such rules or regulations for the conduct of meetings of Shareholders as it shall deem necessary, appropriate, or convenient.]
+l. Directors
+ll. Number*. [{{dirs_bd_can_expand}} The authorized number of Directors of the Company shall be fixed by resolution of the Board of Directors from time to time. ][{{dirs_bd_cannot_expand}} The authorized number of Directors of the Company shall be fixed at {{dirs_number}}. ][{{dirs_not_shareholdrs}} Directors need not be Shareholders.][{{dirs_shareholdrs}} Directors shall be Shareholders [{{shares_corp_owners}} or duly authorized representatives of the collective entity holding title to shares] prior to their election to the Board.] If for any cause, the Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient.
+ll. Powers*. The powers of the Company shall be exercised, its business conducted, and its property controlled by the Board of Directors, except as may be otherwise provided by the Act.
+ll. Term*. [{{dirs_elected_annually}} Directors shall be elected at each Annual Meeting of Shareholders for a term of one year, provided that, irrespective of the foregoing term, each Director shall serve until his successor is duly elected and qualified or until his death, resignation, or removal. ][{{dirs_fixed_term}} Directors shall be elected at the Annual Meeting of Shareholders following the conclusiong of the previous Director's {{dirs_term}}, provided that, irrespective of the foregoing term, each Director shall serve until his successor is duly elected and qualified or until his death, resignation, or removal. ][{{dirs_no_reelect}} Directors may not stand for reelection following the conclusion of their term. ][{{dirs_one_reelect}} Directors may stand for reelection following the conclusion of their term if they have not previously stood for reelection. ][{{dirs_many_reelect}} Directors may stand for reelection following the conclusion of their term.] [{{dirs_bd_can_expand}} No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.]
+ll. Vacancies*. Unless otherwise provided in the Act, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes [{{dirs_bd_can_expand}} and any newly created Directorships resulting from any increase in the number of Directors] [{{dirs_bd_can_fill_vac}} shall, unless the Board of Directors determines by resolution that any such vacancies [{{dirs_bd_can_expand}} or newly created Directorships] shall be filled by Shareholders, be filled only by the affirmative vote of a majority of the Directors then in office. Any Director elected in accordance with this Section shall hold office for the remainder of the full term of the Director for which the vacancy was created or occurred and until such Director's successor shall have been elected and qualified. [{{shares_in_classes}} Where the holders of any class or classes of shares or series thereof are entitled to elect one or more Directors, vacancies [{{dirs_bd_can_expand}} and newly created Directorships] of such class or classes or series shall, unless the Board of Directors determines by resolution that any such vacancies or newly created Directorships shall be filled by such Shareholders, be filled by a majority of the Directors elected by such class or classes or series thereof then in office, or by a sole remaining Director so elected.]][{{dirs_bd_cannot_fill_vac}} shall be filled by Shareholders at a Special Meeting the Chairperson or President, where the Chairperson is departing, shall call for such a purpose unless the time of the Director's departing is within three (3) months of the Annual Meeting.]
+ll. Resignation*. Any Director may resign at any time by delivering notice in writing or by electronic transmission to the Secretary, such resignation shall state whether it will be effective at a particular time, upon receipt by the Secretary, or at the pleasure of the Board. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.
+ll. Removal*. Subject to any limitations imposed by the Act, any Director may be removed during the Director's term, with or without cause, only by the affirmative vote of the holders of a majority of the shares [{{shares_in_classes}} of the class or series of shares entitled to elect such Director or Directors], given either at a special meeting of such Shareholders duly called for that purpose or pursuant to a written consent of Shareholders, and any vacancy thereby created may be filled by the affirmative vote of the holders of a majority of such shares represented at the meeting.
+ll. Meetings of the Board*. Regular or special meetings of the Board of Directors may be held at any time or date and at any place within or without the {{jurisdiction}} which has been designated by the Chairperson of the Board and publicized to all Directors, either orally or in writing, including and electronic transmission. No further notice shall be required for a regular meeting of the Board of Directors.
+ll. Meetings by Electronic Means*. Any member of the Board of Directors[{{dirs_bd_has_coms}}, or of any committee thereof,] may participate in a meeting by means of telephone or any other communications equipment so long as all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at such meeting.
+ll. Quorum of Board Meetings*. A quorum of the Board of Directors shall consist of [{{dirs_bd_maj_quorum}} a majority of the number of Directors][{{dirs_bd_supmaj_quorum}} more than 70% of the number of Directors] duly elected and serving.
+ll. Voting*. At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the Directors present.
+[{{dirs_act_wo_mtg}} ll. Action Without Meeting*. Unless otherwise prohibited by the Act, any action required to be taken at any meeting of the Board of Directors may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic communication setting forth the action so taken is signed by Directors constituting more than a majority of the total number of Directors authorized herein. For the purposes of this provision, the affirmative filing of forms in HTML or other electronic format shall constitute electronic communication.]
+[{{dirs_get_comp}} ll. Fees and Compensation*. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board, a fixed sum and expenses of attendance, if any, for attendance at each meeting of the Board [{{dirs_bd_has_coms}} and at any meeting of a committee of the Board of Directors].]
+ll. Chairperson - Duties*. The Chairperson of the Board of Directors, when present, shall preside at all meetings of the Shareholders and the Board of Directors. If the Chairperson is unable to preside at such a meeting, the Chairperson may appoint another member of the Board of Directors or the President as the Chairperson *pro tempore* to preside at such meeting, and in the absence of such an appointment, the Board of Directors may appoint a member of the Board of Directors as the Chairperson *pro tempore*.
+[{{dirs_bd_has_coms}} l. Committees of the Board]
+l. Officers
+ll. Officers Designated*. The officers of the Company shall include, if and when designated by the Board of Directors, [{{off_has_ceo}} the Chief Executive Officer, ][{{off_has_pres}} the President, ][{{off_has_ed}} Executive Director, ][{{off_has_vp_many}} one or more Vice Presidents, ][{{off_has_vp_one}} the Vice President, ][{{off_has_cfo}} the Chief Financial Officer, ][{{off_has_treas}} the Treasurer, ][{{off_has_cont}} the Controller,] and the Secretary, all of whom shall be elected at an annual organizational meeting of the Board of Directors. The Board of Directors may also appoint such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the Company at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Company shall be fixed by or in the manner designated by the Board of Directors.
+ll. General*. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed in accordance with [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement]. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
+[{{off_has_ceo}} ll. Duties of Chief Executive Officer*. The Chief Executive Officer shall preside at all meetings of the Shareholders and at all meetings of the Board of Directors, if a Chairperson of the Board of Directors has not been appointed or is not present or such Chairperson has appointed a Chairperson *pro tempore*. The Chief Executive Officer shall be the chief officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company. The Chief Executive Officer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.]
+[{{off_has_pres}} ll. Duties of President*. [{{off_has_ceo}} If no officer has been appointed Chief Executive Officer of the Company, or if the office of the Chief Executive Officer becomes vacant on a temporary or permanent basis, the President shall be the chief executive officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company and shall have all of the powers of the Chief Executive Officer set forth above. The President shall perform such duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer (if a Chief Executive Officer has been appointed) shall designate from time to time.] [{{off_no_ceo}} The President shall be the chief executive officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company. The President shall perform such duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors  shall designate from time to time.]]
+[{{off_has_vp_many}} ll. Duties of Vice Presidents*. [{{off_has_ceo}} The Vice Presidents may assume and perform the duties of the Chief Executive Officer or the President in the absence or disability of the Chief Executive Officer and the President or whenever the office of Chief Executive Officer and President are vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or the President shall designate from time to time.] [{{off_no_ceo}} The Vice President may assume and perform the duties of the President in the absence or disability of the President or whenever the President is vacant. The Vice President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.]]
+[{{off_has_vp_one}} ll. Duties of Vice President*. The Vice President may assume and perform the duties of the Chief Executive Officer or the President in the absence or disability of the Chief Executive Officer and the President or whenever the office of Chief Executive Officer and President are vacant. The Vice President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or the President shall designate from time to time.]
+[{{off_has_cfo}} ll. Duties of Chief Financial Officer*. The Chief Financial Officer shall keep or cause to be kept the books of account of the Company in a thorough and proper manner and shall render statements of the financial affairs of the Company in such form and as often as required by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Company. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time. The Chief Executive Officer may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.]
+ll. Duties of Secretary*. The Secretary shall attend all meetings of the Shareholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the Company. The Secretary shall give notice in conformity with these Bylaws of all meetings of the Shareholders and of all meetings of the Board of Directors [{{dirs_bd_has_coms}} and any committee thereof requiring notice]. The Secretary shall perform all other duties provided for in this Agreement and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
+ll. Delegation of Authority*. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.
+ll. Resignations*. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors, to the Chief Executive Officer, or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.
+ll. Removal*. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the Directors in office at the time, or by the unanimous written consent of the Directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.
+l. Shares of Stock
+ll. Form and Execution of Certificates*. The shares of the Company shall be represented by certificates, or shall be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Act.
+ll. Lost Certificates*. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates of stock to be lost, stolen, or destroyed.
+ll. Record Date*. In order that the Company may determine the Shareholders entitled to notice of or to vote at any meeting of Shareholders, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting or other required action. A determination of Shareholders of record entitled to notice of or to vote at a meeting of Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
+[{{co_public}} ll. Transfers. Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender of a properly endorsed certificate or certificates for a like number of shares. The Company shall have power to enter into and perform any agreement with any number of Shareholders[{{shares_in_classes}} of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such Shareholders in any manner not prohibited by the Act].]
+[{{co_private}} l. Share Transfers
+[{{co_private_no_oblig_purc}} ll. No Obligation to Purchase*. The Company shall have no obligation to purchase some or all of the Company's interest held by a Shareholder. Any Shareholder may withdraw from participation in the management of the business and affairs of the Company, such as the Shareholder's ability to select a Board Member, by written statement to such effect given to the Chairperson. If the Chairperson is an *individual* Shareholder, or the party which the Chairperson represents, desires to fully withdraw from participation in the management of the business and affairs of the Company, the Chairperson shall give a written statement to such effect to the Secretary, and the President shall succeed to the Chairperson's duties until a new Chairperson is chosen in accordance with the provisions of this Agreement.]
+[{{co_private_shares_not_trans}} ll. Restrictions on Encumbrances Against Share Interest*. Each of the Shareholders agrees that, without the prior written consent of all other Shareholders who are entitled to vote on Company affairs, Shareholder will not transfer, assign, sell, give, or otherwise transfer his or her interest in the Company ("Interest"), and any attempt to do any of the foregoing without such prior unanimous, written consent from the uninterested Shareholders shall be null, void, and of no effect.]
+[{{co_private_right_first_refusal}} ll. Company's Right of First Refusal*. In the event of a proposed sale or other disposition for value to an outside party of all or any portion of Shareholder's Interest by any individual or organization, whether voluntary or involuntary, advance written notice thereof shall be given to the Company. Any such notice shall be delivered in written form to the Secretary, or the Chairperson where the Secretary is or represents the proposed seller of the interest. Any such notice shall contain the name and identifying details for the proposed purchaser as well as the amount of the interest proposed to be sold along with the proposed price on which the sale will happen. After the proper delivery of any such notice, Company shall maintain the right to purchase the interest on the same terms from the seller rather than allowing the new party to become a Shareholder. Company's right of first refusal shall last for thirty days following delivery of the notice.]
+[{{co_private_bd_right_to_welcom}} ll. Board Vested with Authority to Decide to Purchase*. The decision whether to purchase the shares in lieu of allowing the sale to the third party, shall reside with the Board with the exception of any Members representing the Shareholder proposing to sell the interest. If Board, in its sole and exclusive discretion, decides to purchase the interest from the Shareholder, the Company will be bound to the same terms of sale as given in the notice delivered to the Board.]
+[{{co_private_right_due_dil_rev}} ll. Board's Right to Perform Due Diligence Review*. Where the Board, in its sole and exclusive discretion, decides not to purchase the interest, the Board shall conduct a thorough due diligence review of the individual or organization purchasing the interest. Such due diligence review shall preclude a final delivery of the interest to the Shareholder. The Board shall have thirty (30) to complete this review. If the Board has not fully performed its review upon the expiration of the thirty (30) days, the sale may be completed at that time. The results of the due diligence review shall be entered into the official records of the company. Following the review by the Board, if the Board, in its sole and exclusive discretion, determines that the individual or organization purchasing the shares does meet the minimum requirements established by the Board, the Board shall have the right to treat the transfered Shares as non-interested shares and restructure the transfered shares as shares of the Non-Voting Class.]]
+[{{shares_not_encumbered}} ll. Restrictions on Encumbrances Against Share Interest*. Each of the Shareholders agrees that Shareholder will not, without the prior written consent of all uninterested Shareholders, pledge, mortgage, or otherwise encumber the interest in the Company. Any attempt to do any of the foregoing without such prior unanimous, written consent from the uninterested Shareholders shall be null, void, and of no effect.]
+l. Dividends
+ll. Declaration of Dividends*. Dividends upon the capital stock or shares of the Company, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the Act. [{{divids_equal_dist}} Dividends shall be paid to all Shareholders in proportion to the Shareholder's percentage ownership of the total then outstanding shares, regardless of whether the shares are entitled to vote at Shareholder meetings or to otherwise participate in the management of the Company's affairs.]
+[{{somaliland}} ll. Dividend Reserve*. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purpose as the Board of Directors shall think conducive to the interests of the Company, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.]
+[{{tennessee}} ll. Limits to Payment of Dividends*. Dividends may only be approved such that, following the payment of any distributions, the Company will be able to continue to service its debts, if any, without any disruption to its creditors.]
+[{{tennessee}} ll. Dividend Reserve*. No distributions may be made when the total assets belonging to the Company following the payment of distributions would be less than the sum of its total liabilities, other than liabilities for which the recourse of creditors is limited to specified property, plus the amount that would be needed, if the LLC were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of members and holders of financial rights, whose preferential rights are superior to those receiving the distribution.]
+[{{tennessee}} ll. Personal Liability for Violation of this Section*. A member, manager, director, or holder of financial rights of the Company who votes for, consents to, or received a distribution that was conducted in violation of the provisions of this Agreement or the Act shall be personally liable to the Company for the amount of the distribution that exceeds the amount that could have been distributed without violating this Agreement or the Act.]
+l. Financial Matters
+ll. Fiscal Year*. The fiscal year of the Company shall be [{{fiscl_yr_cal_yr}} the calendar year][{{fiscl_yr_bd_sets}} fixed by a resolution of the Board of Directors].
+ll. Checks*. All checks or demands for money and notes of the Company shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate in writing.
+l. Indemnification
+ll. Indemnification of Directors and Officers*. The Company shall indemnify its Directors and officers to the fullest extent not otherwise prohibited by law; provided, however, that the Company may modify the extent of such indemnification by individual contracts with its Directors and officers; and, provided, further, that the Company shall not be required to indemnify any Director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
+lll. such indemnification is expressly required to be made by law;
+lll. the proceeding was authorized by the Board of Directors of the Company; or
+lll. such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Act or any other applicable law.
+[{{indem_empl}} ll. Indemnification of Employees and Other Agents*. The Company shall have power to indemnify its non-officer employees and other agents as set forth in any applicable law.]
+[{{indem_insure}} ll. Insurance*. To the fullest extent permitted by any other applicable law, the Company, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.]
+l. Amendments
+ll. Amendments*. [{{dirs_can_amend_bylaws}} The Board of Directors is expressly empowered to adopt, amend or repeal [{{tit_by_laws}} these Bylaws] [{{tit_op_agree}} this Agreement].] The Shareholders shall [{{dirs_can_amend_bylaws}} also ]have power to adopt, amend or repeal [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement][{{shares_in_classes}} ; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Company required by the Act, such action by Shareholders shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of Directors, voting together as a single class].
+```

data/test/tests/46.throw_some_erroris.json

@@ -0,0 +1 @@
+{"id":"fe2551c2c4499eae54f0d2bd1373c5b6","nodes":{"document":{"title":"","abstract":"","views":["content"]},"text:91800b97ec74f4224e549896b03c8a92":{"id":"text:91800b97ec74f4224e549896b03c8a92","type":"text","data":{"content":"THIS AGREEMENT, ALSO KNOWN AS THE [{{tit_op_agree}} OPERATING AGREEMENT][{{tit_by_laws}} BY-LAWS] OF THE COMPANY is entered into as of the date shown below by and between {{party1_full}} {{party1_short}}, {{party2_full}} {{party2_short}} [{{is_three_party}} , {{party3_full}} {{party3_short}}]. {{party1}} is [{{party1_indivdual}} an individual with an address of {{party1_address}}] [{{party1_group}} a {{party1_type}} with an address of {{party1_address}}, registered under the laws of {{party1_reg}}, operating in and therefore subject to the laws of {{party1_reg}}, and represented by {{party1_rep}}]. {{party2}} is [{{party2_indivdual}} an individual with an address of {{party2_address}}] [{{party2_group}} a {{party2_type}} with an address of {{party2_address}}, registered under the laws of {{party2_reg}}, operating in and therefore subject to the laws of {{party2_reg}}, and represented by {{party2_rep}}]. [{{is_three_party}} {{party3}} is [{{party3_indivdual}} an individual with an address of {{party3_address}}] [{{party3_group}} a {{party3_type}} with an address of {{party3_address}}, registered under the laws of {{party3_reg}}, operating in and therefore subject to the laws of {{party3_reg}}, and represented by {{party3_rep}}].] These individuals are referred to individually as a Member and collectively as the Shareholders. This agreement is entered into with reference to the following facts:"}},"text:a7fb3661bb09824e2576f19041f03a9a":{"id":"text:a7fb3661bb09824e2576f19041f03a9a","type":"text","data":{"content":"The Shareholders desire to form a [{{somaliland}} [{{co_private}} private][{{co_public}} public] company limited by shares][{{tennessee}} Limited Liability Company that is [{{member_managed}} managed by its members][{{director_managed}} managed by its directors][{{manager_managed}} managed by a manager]] (\"Company\") with a share capital under [{{tennessee}} Tennessee Revised Limited Liability Company Act (2005) 48 T.C.A. 249 *et seq*, as amended] [{{somaliland}} the Company's Act of Somaliland (No. 25, 2004, *as amended*)] [{{other_jurisdiction}} {{regulating_act}}] (the \"Act\"). The Shareholders enter into this Agreement [{{tit_by_laws}} (\"Bylaws\")] to provide for the governance of the Company, the conduct of the Company's business, and to specify their relative rights and obligations."}},"text:4bf23fbe2ac2468307a764ccb27c3504":{"id":"text:4bf23fbe2ac2468307a764ccb27c3504","type":"text","data":{"content":"NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties hereto agree to and do associate themselves solely and exclusively for the purposes and upon the terms and conditions set forth herein."}},"text:7ef511abd58601d7ac4552cb0673cc21":{"id":"text:7ef511abd58601d7ac4552cb0673cc21","type":"text","data":{"content":"```"}},"text:b9a27319ed2ea84d61a75715aace1207":{"id":"text:b9a27319ed2ea84d61a75715aace1207","type":"text","data":{"content":"l. |form| Formation"}},"text:67f0f54be6eb02ffa6935aae2cddbe19":{"id":"text:67f0f54be6eb02ffa6935aae2cddbe19","type":"text","data":{"content":"ll. Formation*. The undersigned [{{prior_formation}} have formed][{{not_formed}} will form] a [{{co_private}} Private][{{co_public}} Public] Company, Limited by Shares under the laws of {{jurisdiction}} [{{prior_formation}} with a registration number of: {{co_reg}}]. The Company can sue and be sued on its own name, the Company is independent from the Shareholders and all related persons."}},"text:8964d7d770a32ff98ba26d728b461187":{"id":"text:8964d7d770a32ff98ba26d728b461187","type":"text","data":{"content":"ll. Name*. The name of this Company is {{co_name}} (the \"Company\"). Only the Shareholders of the Company can change the name of the Company, by vote of more than 70% of all Shareholders currently active at the time a motion to change the name of the Company is brought to the Shareholders in an annual or special meeting called for such a purpose."}},"text:d4a7bb88a3f3ca196086c6e72fd954f9":{"id":"text:d4a7bb88a3f3ca196086c6e72fd954f9","type":"text","data":{"content":"ll. Registered Office*. The registered office of the Company in {{jurisdiction}} shall be as set forth in the Articles of Incorporation of the Company or as otherwise designated by the Board of Directors of the Company."}},"text:60baa43ed8762cbcd959a9d5eafa717b":{"id":"text:60baa43ed8762cbcd959a9d5eafa717b","type":"text","data":{"content":"ll. Other Offices*. The company may also open and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, either within or outside of {{jurisdiction}}, as the Board of Directors may from time to time determine in |form|."}},"text:71f2742e75ca0e01f94be24cca184a2f":{"id":"text:71f2742e75ca0e01f94be24cca184a2f","type":"text","data":{"content":"l. Shareholders Meetings"}},"text:708594223518775aa9cc9e5eaa0822ae":{"id":"text:708594223518775aa9cc9e5eaa0822ae","type":"text","data":{"content":"ll. Place of Meetings*. Meetings of the Shareholders of the Company may be held at such place, either within or outside of {{jurisdiction}}, as may be determined from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication."}},"text:63ab2018c687e0bca0992c1bb01ed758":{"id":"text:63ab2018c687e0bca0992c1bb01ed758","type":"text","data":{"content":"ll. Annual Meeting*. The Annual Meeting of the Shareholders of the Company, for the purpose of election of Directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the Company and the proposal of business to be considered by the Shareholders may be made at an Annual Meeting of Shareholders:"}},"text:2bb2f85d9d1407a1ec805318be2a6ac5":{"id":"text:2bb2f85d9d1407a1ec805318be2a6ac5","type":"text","data":{"content":"lll. pursuant to the Company's notice of meeting of Shareholders;"}},"text:2f4615c43de822d801c4050e9c64ef85":{"id":"text:2f4615c43de822d801c4050e9c64ef85","type":"text","data":{"content":"lll. by or at the direction of the Board of Directors;"}},"text:75c4793cb04966104c68b121b58b1abe":{"id":"text:75c4793cb04966104c68b121b58b1abe","type":"text","data":{"content":"lll. |xref2| by any Shareholder of the Company who was a Shareholder of record at the time when the Board sent notice of the Annual Meeting, and who is not otherwise barred from voting at the meeting."}},"text:b2db807eb2f7964c5e3d7a2249beb8bd":{"id":"text:b2db807eb2f7964c5e3d7a2249beb8bd","type":"text","data":{"content":"ll. Notice of Annual Meetings*. Except as otherwise provided by the Act, notice shall be provided by electronic transmission. Such Notice of each Annual Meeting of Shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to the electronic address provided by each Shareholder entitled to vote at such meeting. Such notice shall specify the place, if any, date and hour, and the means of remote communications, if any, by which Shareholders and proxyholders may be deemed to be present in person and vote at any such meeting in |xref2|."}},"text:02a09faeb95a781c1543f2316f13ee7f":{"id":"text:02a09faeb95a781c1543f2316f13ee7f","type":"text","data":{"content":"ll. Agenda of the Annual Meeting*. At an Annual Meeting of the Shareholders, only such business shall be conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an Annual Meeting by a Shareholder, the Shareholder must submit written notice of the business or nomination to the Board a minimum of ten (10) days prior to the Annual Meeting via electronic communication. Any notice of business or nomination that is not received by the Board a minimum of ten (10) days prior to the Annual Meeting shall not be considered by the Board nor added to the business or nominations tabled for discussion at the Annual Meeting, except as otherwise provided in the Act."}},"text:8c86d48617aa3a3a7d200a5358e048f6":{"id":"text:8c86d48617aa3a3a7d200a5358e048f6","type":"text","data":{"content":"ll. Special Meetings*. Special meetings of the Shareholders of the Company may be called, for any purpose or purposes, by the Chairperson of the Board of Directors, by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized Directors or by the holders of shares entitled to cast not less than forty percent (40%) of the votes at the meeting, and shall be held at such place, on such date, and at such time as the Board shall fix."}},"text:25d2093f241ed1e8b8f895c1a1dbcf7f":{"id":"text:25d2093f241ed1e8b8f895c1a1dbcf7f","type":"text","data":{"content":"ll. Notice of Special Meetings*. If a Special Meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered electronically to the Board. Upon receipt of the notice, the Board shall determine if the notice was valid as it was given by those authorized under this Agreement to call a Special Meeting. The Board shall call a meeting within sixty (60) days after receipt of notice, unless the Board has determined that the notice was invalid. The provisions of the Notice of Annual Meetings shall apply to Special Meetings."}},"text:faaedf682a242a29f27e73f1feda45e8":{"id":"text:faaedf682a242a29f27e73f1feda45e8","type":"text","data":{"content":"ll. Agenda of Special Meetings*. No business may be transacted at such special meeting otherwise than specified in such notice."}},"text:4c1d20ba65dbf4a58405717966deb103":{"id":"text:4c1d20ba65dbf4a58405717966deb103","type":"text","data":{"content":"ll. Quorum for All Shareholder Meetings*. At all meetings of shareholders, except where otherwise provided by the Act, or by this Agreement, the presence, in person, by remote communication or by proxy duly authorized, of the holders of [{{sharehold_maj_quorum}} a majority][{{sharehold_suprmaj_quorum}} more than 70%] of the outstanding shares of shares entitled to vote shall constitute a quorum for the transaction of business. [{{sharehold_cont_mtg_if_lose_quorum}} The shareholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.][{{sharehold_adj_mtg_if_lose_quorum}} The shareholders present at a duly called or convened meeting shall not continue to transact business and shall adjourn if enough shareholders depart the meeting such that there is less than a quorum.]"}},"text:56957be00a93d0bf74185d55a2ecead7":{"id":"text:56957be00a93d0bf74185d55a2ecead7","type":"text","data":{"content":"ll. No Quorum for Shareholder Meetings*. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, either by the Chairperson of the meeting or by vote of the holders of a majority of the shares represented there, but no other business shall be transacted at such meeting."}},"text:52a48c0996931f2d2e3d4176ae3486d4":{"id":"text:52a48c0996931f2d2e3d4176ae3486d4","type":"text","data":{"content":"ll. Resolutions of Shareholders*. Except as otherwise provided within the Act or [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement], in all matters other than the election of Directors which are conducted at any meeting of Shareholders, the affirmative vote of a majority of shares present in person, by remote communication, or represented by proxy duly authorized at a validly constituted meeting and entitled to vote on the subject matter shall constitute the action and resolution of entire shareholders."}},"text:fdfdfc04f6f54aa5d58a8a872fd14448":{"id":"text:fdfdfc04f6f54aa5d58a8a872fd14448","type":"text","data":{"content":"ll. Election of Directors*. Except as otherwise provided within the Act or [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement], Directors shall be elected by [{{dirctrs_elected_plur}} a plurality][{{dirctrs_elected_maj}} a majority][{{dirctrs_elected_suprmaj}} more than 60%] of the votes of the shares entitled to vote on the election of Directors and present in person, by remote communication, or represented by proxy duly authorized at a validly constituted meeting."}},"text:40229e33e59f8838fd69894736df8aac":{"id":"text:40229e33e59f8838fd69894736df8aac","type":"text","data":{"content":"[{{shares_in_classes}} ll. Voting in Classes*. Where a separate vote by a class or classes or series of shares is required, except where otherwise provided by the Act or [{{tit_by_laws}} these Bylaws] [{{tit_op_agree}} this Agreement], a majority of the outstanding shares of such class or classes or series then present in person, by remote communication, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter.]"}},"text:cbf383bf93964e9e9d48fe2dfc378196":{"id":"text:cbf383bf93964e9e9d48fe2dfc378196","type":"text","data":{"content":"ll. Adjournment of Shareholder Meetings*. Any meeting of shareholders, whether an Annual Meeting or Special Meeting, may be adjourned from time to time either by the Chairperson of the meeting or by the vote of a majority of the shares present in person, by remote communication or represented by proxy duly authorized."}},"text:ccbc63ee8961d28ba6b61030f7f78c75":{"id":"text:ccbc63ee8961d28ba6b61030f7f78c75","type":"text","data":{"content":"ll. Voting Rights*. For the purpose of determining those shareholders entitled to vote at any meeting of the shareholders, except as otherwise provided by law or the Articles of Incorporation, only persons in whose names shares of a class entitled to vote stand on the shares records of the Company on the record date, as provided in [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement], shall be entitled to vote at any meeting of shareholders. very person entitled to vote or execute consents shall have the right to do so either in person, by remote communication or by an agent or agents authorized by a proxy granted in accordance with the Act. A proxy so appointed need not be a shareholder. No proxy shall be voted after three (3) years from its date of creation."}},"text:3326e65191c5d6c4c991d1a5a449714e":{"id":"text:3326e65191c5d6c4c991d1a5a449714e","type":"text","data":{"content":"[{{shares_joint_owners}} ll. Joint Owners of Shares*. If shares are in the Company's records in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) the first individual to cast their votes shall by such bind all.]"}},"text:32d12720324e485e94f015a010362ce2":{"id":"text:32d12720324e485e94f015a010362ce2","type":"text","data":{"content":"[{{shares_corp_owners}} ll. Corporate Owners of Shares*. If shares are in the Company's records in the names of any other corporation, joint venture, investment group, or any other collective entity, in order for the shares to be voted, the board of directors of the collective entity holding title to the shares must execute a written instrument appointing one authorized individual which shall vote the shares held by the collective entity. The instrument appointing the authorized individual must be received by the Secretary prior to the meeting, and may be changed from time to time as the board of the collective entity decides. The votes cast by the authorized individual shall bind the entire collective entity.]"}},"text:1ac8399cb1039ce433a96e7dd0941fb5":{"id":"text:1ac8399cb1039ce433a96e7dd0941fb5","type":"text","data":{"content":"[{{shares_list}} ll. List of Shareholders*. The Secretary shall prepare and make, at least ten (10) days before every meeting of Shareholders, a complete list of the Shareholders entitled to vote at said meeting, arranged in alphabetical order, showing the number of shares registered in the name of each Shareholder. Such list shall be open to the examination of any Shareholder for any purpose germane to the meeting.]"}},"text:351f48c2cfd526dbf16529e4c09a11a0":{"id":"text:351f48c2cfd526dbf16529e4c09a11a0","type":"text","data":{"content":"[{{sharehold_act_wo_mtg}} ll. Action Without Meeting*. Unless otherwise provided by the Act, any action required to be taken at any Annual or Special Meeting of the Shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic communication setting forth the action so taken is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which *all shares* entitled to vote were present and voted.]"}},"text:2e0eb61a97864e2ad9c1f1e60e7250fd":{"id":"text:2e0eb61a97864e2ad9c1f1e60e7250fd","type":"text","data":{"content":"[{{sharehold_chair_mtgs}} ll. Meeting Chairperson*. At every meeting of Shareholders, the Chairperson of the Board, or, if a Chairperson of the Board of Directors has not been appointed or is absent, the President shall act as chairperson. The Secretary, or an Assistant Secretary directed to do so by the Secretary, shall act as secretary of the meeting.]"}},"text:dba4c82d56a63792c837d33ddd9018ba":{"id":"text:dba4c82d56a63792c837d33ddd9018ba","type":"text","data":{"content":"[{{sharehold_bd_rules}} ll. Rules of Meetings*. The Board of Directors of the Company shall be entitled to make such rules or regulations for the conduct of meetings of Shareholders as it shall deem necessary, appropriate, or convenient.]"}},"text:a9fe490cc62e9af2308a0f8b1a33fb10":{"id":"text:a9fe490cc62e9af2308a0f8b1a33fb10","type":"text","data":{"content":"l. Directors"}},"text:948a4bc9535fc2114b012ab81382a39e":{"id":"text:948a4bc9535fc2114b012ab81382a39e","type":"text","data":{"content":"ll. Number*. [{{dirs_bd_can_expand}} The authorized number of Directors of the Company shall be fixed by resolution of the Board of Directors from time to time. ][{{dirs_bd_cannot_expand}} The authorized number of Directors of the Company shall be fixed at {{dirs_number}}. ][{{dirs_not_shareholdrs}} Directors need not be Shareholders.][{{dirs_shareholdrs}} Directors shall be Shareholders [{{shares_corp_owners}} or duly authorized representatives of the collective entity holding title to shares] prior to their election to the Board.] If for any cause, the Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient."}},"text:077ab0bad1188221ca34b1633fd090ea":{"id":"text:077ab0bad1188221ca34b1633fd090ea","type":"text","data":{"content":"ll. Powers*. The powers of the Company shall be exercised, its business conducted, and its property controlled by the Board of Directors, except as may be otherwise provided by the Act."}},"text:14958e0c404532a5421de1a17b2e7b4d":{"id":"text:14958e0c404532a5421de1a17b2e7b4d","type":"text","data":{"content":"ll. Term*. [{{dirs_elected_annually}} Directors shall be elected at each Annual Meeting of Shareholders for a term of one year, provided that, irrespective of the foregoing term, each Director shall serve until his successor is duly elected and qualified or until his death, resignation, or removal. ][{{dirs_fixed_term}} Directors shall be elected at the Annual Meeting of Shareholders following the conclusiong of the previous Director's {{dirs_term}}, provided that, irrespective of the foregoing term, each Director shall serve until his successor is duly elected and qualified or until his death, resignation, or removal. ][{{dirs_no_reelect}} Directors may not stand for reelection following the conclusion of their term. ][{{dirs_one_reelect}} Directors may stand for reelection following the conclusion of their term if they have not previously stood for reelection. ][{{dirs_many_reelect}} Directors may stand for reelection following the conclusion of their term.] [{{dirs_bd_can_expand}} No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.]"}},"text:0ee7d93f1272913d09b1c06d00e754fd":{"id":"text:0ee7d93f1272913d09b1c06d00e754fd","type":"text","data":{"content":"ll. Vacancies*. Unless otherwise provided in the Act, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes [{{dirs_bd_can_expand}} and any newly created Directorships resulting from any increase in the number of Directors] [{{dirs_bd_can_fill_vac}} shall, unless the Board of Directors determines by resolution that any such vacancies [{{dirs_bd_can_expand}} or newly created Directorships] shall be filled by Shareholders, be filled only by the affirmative vote of a majority of the Directors then in office. Any Director elected in accordance with this Section shall hold office for the remainder of the full term of the Director for which the vacancy was created or occurred and until such Director's successor shall have been elected and qualified. [{{shares_in_classes}} Where the holders of any class or classes of shares or series thereof are entitled to elect one or more Directors, vacancies [{{dirs_bd_can_expand}} and newly created Directorships] of such class or classes or series shall, unless the Board of Directors determines by resolution that any such vacancies or newly created Directorships shall be filled by such Shareholders, be filled by a majority of the Directors elected by such class or classes or series thereof then in office, or by a sole remaining Director so elected.]][{{dirs_bd_cannot_fill_vac}} shall be filled by Shareholders at a Special Meeting the Chairperson or President, where the Chairperson is departing, shall call for such a purpose unless the time of the Director's departing is within three (3) months of the Annual Meeting.]"}},"text:02f59fa83fd5c1e1fe2f5e464ee1076c":{"id":"text:02f59fa83fd5c1e1fe2f5e464ee1076c","type":"text","data":{"content":"ll. Resignation*. Any Director may resign at any time by delivering notice in writing or by electronic transmission to the Secretary, such resignation shall state whether it will be effective at a particular time, upon receipt by the Secretary, or at the pleasure of the Board. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors."}},"text:443ce667beffd5bb96c25cff25bdd850":{"id":"text:443ce667beffd5bb96c25cff25bdd850","type":"text","data":{"content":"ll. Removal*. Subject to any limitations imposed by the Act, any Director may be removed during the Director's term, with or without cause, only by the affirmative vote of the holders of a majority of the shares [{{shares_in_classes}} of the class or series of shares entitled to elect such Director or Directors], given either at a special meeting of such Shareholders duly called for that purpose or pursuant to a written consent of Shareholders, and any vacancy thereby created may be filled by the affirmative vote of the holders of a majority of such shares represented at the meeting."}},"text:0c5d0a9fa949730a09168cfcdfe12d10":{"id":"text:0c5d0a9fa949730a09168cfcdfe12d10","type":"text","data":{"content":"ll. Meetings of the Board*. Regular or special meetings of the Board of Directors may be held at any time or date and at any place within or without the {{jurisdiction}} which has been designated by the Chairperson of the Board and publicized to all Directors, either orally or in writing, including and electronic transmission. No further notice shall be required for a regular meeting of the Board of Directors."}},"text:7879b04679cfc0b103e815c31777a8ed":{"id":"text:7879b04679cfc0b103e815c31777a8ed","type":"text","data":{"content":"ll. Meetings by Electronic Means*. Any member of the Board of Directors[{{dirs_bd_has_coms}}, or of any committee thereof,] may participate in a meeting by means of telephone or any other communications equipment so long as all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at such meeting."}},"text:25cd92e86119a97f77f52956b3577f66":{"id":"text:25cd92e86119a97f77f52956b3577f66","type":"text","data":{"content":"ll. Quorum of Board Meetings*. A quorum of the Board of Directors shall consist of [{{dirs_bd_maj_quorum}} a majority of the number of Directors][{{dirs_bd_supmaj_quorum}} more than 70% of the number of Directors] duly elected and serving."}},"text:6a656f2c87071de0704025e21f2fc50d":{"id":"text:6a656f2c87071de0704025e21f2fc50d","type":"text","data":{"content":"ll. Voting*. At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the Directors present."}},"text:1521e4689dfd5f65e977ecf1aec83dcf":{"id":"text:1521e4689dfd5f65e977ecf1aec83dcf","type":"text","data":{"content":"[{{dirs_act_wo_mtg}} ll. Action Without Meeting*. Unless otherwise prohibited by the Act, any action required to be taken at any meeting of the Board of Directors may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic communication setting forth the action so taken is signed by Directors constituting more than a majority of the total number of Directors authorized herein. For the purposes of this provision, the affirmative filing of forms in HTML or other electronic format shall constitute electronic communication.]"}},"text:1453c92a72d07b66ed52c8a4e010a051":{"id":"text:1453c92a72d07b66ed52c8a4e010a051","type":"text","data":{"content":"[{{dirs_get_comp}} ll. Fees and Compensation*. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board, a fixed sum and expenses of attendance, if any, for attendance at each meeting of the Board [{{dirs_bd_has_coms}} and at any meeting of a committee of the Board of Directors].]"}},"text:f2731941d39a1c1476d3982b30887c5e":{"id":"text:f2731941d39a1c1476d3982b30887c5e","type":"text","data":{"content":"ll. Chairperson - Duties*. The Chairperson of the Board of Directors, when present, shall preside at all meetings of the Shareholders and the Board of Directors. If the Chairperson is unable to preside at such a meeting, the Chairperson may appoint another member of the Board of Directors or the President as the Chairperson *pro tempore* to preside at such meeting, and in the absence of such an appointment, the Board of Directors may appoint a member of the Board of Directors as the Chairperson *pro tempore*."}},"text:7ebabb3279923aefe2d12b5e9bf0428a":{"id":"text:7ebabb3279923aefe2d12b5e9bf0428a","type":"text","data":{"content":"[{{dirs_bd_has_coms}} l. Committees of the Board]"}},"text:ad89508abe0b30812f6112ab55942a0a":{"id":"text:ad89508abe0b30812f6112ab55942a0a","type":"text","data":{"content":"l. Officers"}},"text:e2c3a6fee5a0266529d0ad22d2f5a90b":{"id":"text:e2c3a6fee5a0266529d0ad22d2f5a90b","type":"text","data":{"content":"ll. Officers Designated*. The officers of the Company shall include, if and when designated by the Board of Directors, [{{off_has_ceo}} the Chief Executive Officer, ][{{off_has_pres}} the President, ][{{off_has_ed}} Executive Director, ][{{off_has_vp_many}} one or more Vice Presidents, ][{{off_has_vp_one}} the Vice President, ][{{off_has_cfo}} the Chief Financial Officer, ][{{off_has_treas}} the Treasurer, ][{{off_has_cont}} the Controller,] and the Secretary, all of whom shall be elected at an annual organizational meeting of the Board of Directors. The Board of Directors may also appoint such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the Company at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Company shall be fixed by or in the manner designated by the Board of Directors."}},"text:1c078bab9f1c75c193bd5d4e2a5c71b1":{"id":"text:1c078bab9f1c75c193bd5d4e2a5c71b1","type":"text","data":{"content":"ll. General*. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed in accordance with [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement]. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors."}},"text:fdc6a780afd2bc44b3e120f496462903":{"id":"text:fdc6a780afd2bc44b3e120f496462903","type":"text","data":{"content":"[{{off_has_ceo}} ll. Duties of Chief Executive Officer*. The Chief Executive Officer shall preside at all meetings of the Shareholders and at all meetings of the Board of Directors, if a Chairperson of the Board of Directors has not been appointed or is not present or such Chairperson has appointed a Chairperson *pro tempore*. The Chief Executive Officer shall be the chief officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company. The Chief Executive Officer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.]"}},"text:50375ff5381fc19f0fac415a49bd57db":{"id":"text:50375ff5381fc19f0fac415a49bd57db","type":"text","data":{"content":"[{{off_has_pres}} ll. Duties of President*. [{{off_has_ceo}} If no officer has been appointed Chief Executive Officer of the Company, or if the office of the Chief Executive Officer becomes vacant on a temporary or permanent basis, the President shall be the chief executive officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company and shall have all of the powers of the Chief Executive Officer set forth above. The President shall perform such duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer (if a Chief Executive Officer has been appointed) shall designate from time to time.] [{{off_no_ceo}} The President shall be the chief executive officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company. The President shall perform such duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.]]"}},"text:31bb82c127d3f11f18d5bb1c3afeb3b1":{"id":"text:31bb82c127d3f11f18d5bb1c3afeb3b1","type":"text","data":{"content":"[{{off_has_vp_many}} ll. Duties of Vice Presidents*. [{{off_has_ceo}} The Vice Presidents may assume and perform the duties of the Chief Executive Officer or the President in the absence or disability of the Chief Executive Officer and the President or whenever the office of Chief Executive Officer and President are vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or the President shall designate from time to time.] [{{off_no_ceo}} The Vice President may assume and perform the duties of the President in the absence or disability of the President or whenever the President is vacant. The Vice President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.]]"}},"text:28376374befcc72c10acb9457bbe858e":{"id":"text:28376374befcc72c10acb9457bbe858e","type":"text","data":{"content":"[{{off_has_vp_one}} ll. Duties of Vice President*. The Vice President may assume and perform the duties of the Chief Executive Officer or the President in the absence or disability of the Chief Executive Officer and the President or whenever the office of Chief Executive Officer and President are vacant. The Vice President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or the President shall designate from time to time.]"}},"text:678123aeecd4be898827c262a06c386c":{"id":"text:678123aeecd4be898827c262a06c386c","type":"text","data":{"content":"[{{off_has_cfo}} ll. Duties of Chief Financial Officer*. The Chief Financial Officer shall keep or cause to be kept the books of account of the Company in a thorough and proper manner and shall render statements of the financial affairs of the Company in such form and as often as required by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Company. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time. The Chief Executive Officer may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.]"}},"text:4f1cbf6c1aab5de8ea8d34aa64da708c":{"id":"text:4f1cbf6c1aab5de8ea8d34aa64da708c","type":"text","data":{"content":"ll. Duties of Secretary*. The Secretary shall attend all meetings of the Shareholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the Company. The Secretary shall give notice in conformity with these Bylaws of all meetings of the Shareholders and of all meetings of the Board of Directors [{{dirs_bd_has_coms}} and any committee thereof requiring notice]. The Secretary shall perform all other duties provided for in this Agreement and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time."}},"text:a05f5aa1d26ff26506de2c5040ab0ed5":{"id":"text:a05f5aa1d26ff26506de2c5040ab0ed5","type":"text","data":{"content":"ll. Delegation of Authority*. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof."}},"text:e20d4ec768d3974ecd0e4bb15a0968b9":{"id":"text:e20d4ec768d3974ecd0e4bb15a0968b9","type":"text","data":{"content":"ll. Resignations*. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors, to the Chief Executive Officer, or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective."}},"text:a59eeb64f713427b0c5d72b8fe7a6480":{"id":"text:a59eeb64f713427b0c5d72b8fe7a6480","type":"text","data":{"content":"ll. Removal*. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the Directors in office at the time, or by the unanimous written consent of the Directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors."}},"text:92688f036fedacbfef6592a152b1ea66":{"id":"text:92688f036fedacbfef6592a152b1ea66","type":"text","data":{"content":"l. Shares of Stock"}},"text:e468e414604efdce31ea184e69276010":{"id":"text:e468e414604efdce31ea184e69276010","type":"text","data":{"content":"ll. Form and Execution of Certificates*. The shares of the Company shall be represented by certificates, or shall be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Act."}},"text:27e4a2a57946c88820a31cb6a6daf6b2":{"id":"text:27e4a2a57946c88820a31cb6a6daf6b2","type":"text","data":{"content":"ll. Lost Certificates*. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates of stock to be lost, stolen, or destroyed."}},"text:7f5a7bb0118aa283452c4bee02d10227":{"id":"text:7f5a7bb0118aa283452c4bee02d10227","type":"text","data":{"content":"ll. Record Date*. In order that the Company may determine the Shareholders entitled to notice of or to vote at any meeting of Shareholders, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting or other required action. A determination of Shareholders of record entitled to notice of or to vote at a meeting of Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting."}},"text:f27705b2dfd3b7f86dda2e5075c77a3e":{"id":"text:f27705b2dfd3b7f86dda2e5075c77a3e","type":"text","data":{"content":"[{{co_public}} ll. Transfers. Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender of a properly endorsed certificate or certificates for a like number of shares. The Company shall have power to enter into and perform any agreement with any number of Shareholders[{{shares_in_classes}} of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such Shareholders in any manner not prohibited by the Act].]"}},"text:4a7e9714783c07af3df398d966f5259f":{"id":"text:4a7e9714783c07af3df398d966f5259f","type":"text","data":{"content":"[{{co_private}} l. Share Transfers"}},"text:aedca4036e4865949e7659f9c5757b9d":{"id":"text:aedca4036e4865949e7659f9c5757b9d","type":"text","data":{"content":"[{{co_private_no_oblig_purc}} ll. No Obligation to Purchase*. The Company shall have no obligation to purchase some or all of the Company's interest held by a Shareholder. Any Shareholder may withdraw from participation in the management of the business and affairs of the Company, such as the Shareholder's ability to select a Board Member, by written statement to such effect given to the Chairperson. If the Chairperson is an *individual* Shareholder, or the party which the Chairperson represents, desires to fully withdraw from participation in the management of the business and affairs of the Company, the Chairperson shall give a written statement to such effect to the Secretary, and the President shall succeed to the Chairperson's duties until a new Chairperson is chosen in accordance with the provisions of this Agreement.]"}},"text:209fc656cdfd9bb697efda18a540130c":{"id":"text:209fc656cdfd9bb697efda18a540130c","type":"text","data":{"content":"[{{co_private_shares_not_trans}} ll. Restrictions on Encumbrances Against Share Interest*. Each of the Shareholders agrees that, without the prior written consent of all other Shareholders who are entitled to vote on Company affairs, Shareholder will not transfer, assign, sell, give, or otherwise transfer his or her interest in the Company (\"Interest\"), and any attempt to do any of the foregoing without such prior unanimous, written consent from the uninterested Shareholders shall be null, void, and of no effect.]"}},"text:0d6eb546937d3bf880517b3d7e140f01":{"id":"text:0d6eb546937d3bf880517b3d7e140f01","type":"text","data":{"content":"[{{co_private_right_first_refusal}} ll. Company's Right of First Refusal*. In the event of a proposed sale or other disposition for value to an outside party of all or any portion of Shareholder's Interest by any individual or organization, whether voluntary or involuntary, advance written notice thereof shall be given to the Company. Any such notice shall be delivered in written form to the Secretary, or the Chairperson where the Secretary is or represents the proposed seller of the interest. Any such notice shall contain the name and identifying details for the proposed purchaser as well as the amount of the interest proposed to be sold along with the proposed price on which the sale will happen. After the proper delivery of any such notice, Company shall maintain the right to purchase the interest on the same terms from the seller rather than allowing the new party to become a Shareholder. Company's right of first refusal shall last for thirty days following delivery of the notice.]"}},"text:586708611c21a918e2bde79c54b1bbaa":{"id":"text:586708611c21a918e2bde79c54b1bbaa","type":"text","data":{"content":"[{{co_private_bd_right_to_welcom}} ll. Board Vested with Authority to Decide to Purchase*. The decision whether to purchase the shares in lieu of allowing the sale to the third party, shall reside with the Board with the exception of any Members representing the Shareholder proposing to sell the interest. If Board, in its sole and exclusive discretion, decides to purchase the interest from the Shareholder, the Company will be bound to the same terms of sale as given in the notice delivered to the Board.]"}},"text:9b7624b6e1a093a04905a688be7ae43d":{"id":"text:9b7624b6e1a093a04905a688be7ae43d","type":"text","data":{"content":"[{{co_private_right_due_dil_rev}} ll. Board's Right to Perform Due Diligence Review*. Where the Board, in its sole and exclusive discretion, decides not to purchase the interest, the Board shall conduct a thorough due diligence review of the individual or organization purchasing the interest. Such due diligence review shall preclude a final delivery of the interest to the Shareholder. The Board shall have thirty (30) to complete this review. If the Board has not fully performed its review upon the expiration of the thirty (30) days, the sale may be completed at that time. The results of the due diligence review shall be entered into the official records of the company. Following the review by the Board, if the Board, in its sole and exclusive discretion, determines that the individual or organization purchasing the shares does meet the minimum requirements established by the Board, the Board shall have the right to treat the transfered Shares as non-interested shares and restructure the transfered shares as shares of the Non-Voting Class.]]"}},"text:b0e05ad752e4a4c5b737a14bf150277a":{"id":"text:b0e05ad752e4a4c5b737a14bf150277a","type":"text","data":{"content":"[{{shares_not_encumbered}} ll. Restrictions on Encumbrances Against Share Interest*. Each of the Shareholders agrees that Shareholder will not, without the prior written consent of all uninterested Shareholders, pledge, mortgage, or otherwise encumber the interest in the Company. Any attempt to do any of the foregoing without such prior unanimous, written consent from the uninterested Shareholders shall be null, void, and of no effect.]"}},"text:0958274f8794796723599862d272c4f2":{"id":"text:0958274f8794796723599862d272c4f2","type":"text","data":{"content":"l. Dividends"}},"text:e4268f443e97fa1a8234260b0f1572cd":{"id":"text:e4268f443e97fa1a8234260b0f1572cd","type":"text","data":{"content":"ll. Declaration of Dividends*. Dividends upon the capital stock or shares of the Company, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the Act. [{{divids_equal_dist}} Dividends shall be paid to all Shareholders in proportion to the Shareholder's percentage ownership of the total then outstanding shares, regardless of whether the shares are entitled to vote at Shareholder meetings or to otherwise participate in the management of the Company's affairs.]"}},"text:da8a3d67303f33b353e779961c042d63":{"id":"text:da8a3d67303f33b353e779961c042d63","type":"text","data":{"content":"[{{somaliland}} ll. Dividend Reserve*. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purpose as the Board of Directors shall think conducive to the interests of the Company, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.]"}},"text:fa44c355aaf099c47fba6b59b9918a29":{"id":"text:fa44c355aaf099c47fba6b59b9918a29","type":"text","data":{"content":"[{{tennessee}} ll. Limits to Payment of Dividends*. Dividends may only be approved such that, following the payment of any distributions, the Company will be able to continue to service its debts, if any, without any disruption to its creditors.]"}},"text:d6a4438212060b13aa81771baa49d507":{"id":"text:d6a4438212060b13aa81771baa49d507","type":"text","data":{"content":"[{{tennessee}} ll. Dividend Reserve*. No distributions may be made when the total assets belonging to the Company following the payment of distributions would be less than the sum of its total liabilities, other than liabilities for which the recourse of creditors is limited to specified property, plus the amount that would be needed, if the LLC were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of members and holders of financial rights, whose preferential rights are superior to those receiving the distribution.]"}},"text:4cfca2102a9c131f10f1bb45756b72b4":{"id":"text:4cfca2102a9c131f10f1bb45756b72b4","type":"text","data":{"content":"[{{tennessee}} ll. Personal Liability for Violation of this Section*. A member, manager, director, or holder of financial rights of the Company who votes for, consents to, or received a distribution that was conducted in violation of the provisions of this Agreement or the Act shall be personally liable to the Company for the amount of the distribution that exceeds the amount that could have been distributed without violating this Agreement or the Act.]"}},"text:684776e19568920f110b250305bd6d8b":{"id":"text:684776e19568920f110b250305bd6d8b","type":"text","data":{"content":"l. Financial Matters"}},"text:0570822d66b8e94af9d399bb4d1e02cd":{"id":"text:0570822d66b8e94af9d399bb4d1e02cd","type":"text","data":{"content":"ll. Fiscal Year*. The fiscal year of the Company shall be [{{fiscl_yr_cal_yr}} the calendar year][{{fiscl_yr_bd_sets}} fixed by a resolution of the Board of Directors]."}},"text:a72e801df7e724d36de54e9ba0d057f9":{"id":"text:a72e801df7e724d36de54e9ba0d057f9","type":"text","data":{"content":"ll. Checks*. All checks or demands for money and notes of the Company shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate in writing."}},"text:ea0f1c7c89cc65ac745024284770456d":{"id":"text:ea0f1c7c89cc65ac745024284770456d","type":"text","data":{"content":"l. Indemnification"}},"text:fe7db9f141fa8db3f4390b384ebd87c3":{"id":"text:fe7db9f141fa8db3f4390b384ebd87c3","type":"text","data":{"content":"ll. Indemnification of Directors and Officers*. The Company shall indemnify its Directors and officers to the fullest extent not otherwise prohibited by law; provided, however, that the Company may modify the extent of such indemnification by individual contracts with its Directors and officers; and, provided, further, that the Company shall not be required to indemnify any Director or officer in connection with any proceeding (or part thereof) initiated by such person unless:"}},"text:c467ee5c8a5ead0e453fc40ca7939e1c":{"id":"text:c467ee5c8a5ead0e453fc40ca7939e1c","type":"text","data":{"content":"lll. such indemnification is expressly required to be made by law;"}},"text:19fc7db489cb8b0761087dc57856ba21":{"id":"text:19fc7db489cb8b0761087dc57856ba21","type":"text","data":{"content":"lll. the proceeding was authorized by the Board of Directors of the Company; or"}},"text:240fe40370439563d14eafe99aec55aa":{"id":"text:240fe40370439563d14eafe99aec55aa","type":"text","data":{"content":"lll. such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Act or any other applicable law."}},"text:db019df5943c51ababbfe4d1635deeb6":{"id":"text:db019df5943c51ababbfe4d1635deeb6","type":"text","data":{"content":"[{{indem_empl}} ll. Indemnification of Employees and Other Agents*. The Company shall have power to indemnify its non-officer employees and other agents as set forth in any applicable law.]"}},"text:c4a07c929aa9bed0842cb3a973707b3b":{"id":"text:c4a07c929aa9bed0842cb3a973707b3b","type":"text","data":{"content":"[{{indem_insure}} ll. Insurance*. To the fullest extent permitted by any other applicable law, the Company, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.]"}},"text:b059726d38e4583335e750b3b8a2ff35":{"id":"text:b059726d38e4583335e750b3b8a2ff35","type":"text","data":{"content":"l. Amendments"}},"text:578c82d1734ae69796435e5ceca3f59b":{"id":"text:578c82d1734ae69796435e5ceca3f59b","type":"text","data":{"content":"ll. Amendments*. [{{dirs_can_amend_bylaws}} The Board of Directors is expressly empowered to adopt, amend or repeal [{{tit_by_laws}} these Bylaws] [{{tit_op_agree}} this Agreement].] The Shareholders shall [{{dirs_can_amend_bylaws}} also ]have power to adopt, amend or repeal [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement][{{shares_in_classes}} ; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Company required by the Act, such action by Shareholders shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of Directors, voting together as a single class]."}},"text:e48113853902924502bb85b1e579855d":{"id":"text:e48113853902924502bb85b1e579855d","type":"text","data":{"content":"```"}},"content":{"nodes":["text:91800b97ec74f4224e549896b03c8a92","text:a7fb3661bb09824e2576f19041f03a9a","text:4bf23fbe2ac2468307a764ccb27c3504","text:7ef511abd58601d7ac4552cb0673cc21","text:b9a27319ed2ea84d61a75715aace1207","text:67f0f54be6eb02ffa6935aae2cddbe19","text:8964d7d770a32ff98ba26d728b461187","text:d4a7bb88a3f3ca196086c6e72fd954f9","text:60baa43ed8762cbcd959a9d5eafa717b","text:71f2742e75ca0e01f94be24cca184a2f","text:708594223518775aa9cc9e5eaa0822ae","text:63ab2018c687e0bca0992c1bb01ed758","text:2bb2f85d9d1407a1ec805318be2a6ac5","text:2f4615c43de822d801c4050e9c64ef85","text:75c4793cb04966104c68b121b58b1abe","text:b2db807eb2f7964c5e3d7a2249beb8bd","text:02a09faeb95a781c1543f2316f13ee7f","text:8c86d48617aa3a3a7d200a5358e048f6","text:25d2093f241ed1e8b8f895c1a1dbcf7f","text:faaedf682a242a29f27e73f1feda45e8","text:4c1d20ba65dbf4a58405717966deb103","text:56957be00a93d0bf74185d55a2ecead7","text:52a48c0996931f2d2e3d4176ae3486d4","text:fdfdfc04f6f54aa5d58a8a872fd14448","text:40229e33e59f8838fd69894736df8aac","text:cbf383bf93964e9e9d48fe2dfc378196","text:ccbc63ee8961d28ba6b61030f7f78c75","text:3326e65191c5d6c4c991d1a5a449714e","text:32d12720324e485e94f015a010362ce2","text:1ac8399cb1039ce433a96e7dd0941fb5","text:351f48c2cfd526dbf16529e4c09a11a0","text:2e0eb61a97864e2ad9c1f1e60e7250fd","text:dba4c82d56a63792c837d33ddd9018ba","text:a9fe490cc62e9af2308a0f8b1a33fb10","text:948a4bc9535fc2114b012ab81382a39e","text:077ab0bad1188221ca34b1633fd090ea","text:14958e0c404532a5421de1a17b2e7b4d","text:0ee7d93f1272913d09b1c06d00e754fd","text:02f59fa83fd5c1e1fe2f5e464ee1076c","text:443ce667beffd5bb96c25cff25bdd850","text:0c5d0a9fa949730a09168cfcdfe12d10","text:7879b04679cfc0b103e815c31777a8ed","text:25cd92e86119a97f77f52956b3577f66","text:6a656f2c87071de0704025e21f2fc50d","text:1521e4689dfd5f65e977ecf1aec83dcf","text:1453c92a72d07b66ed52c8a4e010a051","text:f2731941d39a1c1476d3982b30887c5e","text:7ebabb3279923aefe2d12b5e9bf0428a","text:ad89508abe0b30812f6112ab55942a0a","text:e2c3a6fee5a0266529d0ad22d2f5a90b","text:1c078bab9f1c75c193bd5d4e2a5c71b1","text:fdc6a780afd2bc44b3e120f496462903","text:50375ff5381fc19f0fac415a49bd57db","text:31bb82c127d3f11f18d5bb1c3afeb3b1","text:28376374befcc72c10acb9457bbe858e","text:678123aeecd4be898827c262a06c386c","text:4f1cbf6c1aab5de8ea8d34aa64da708c","text:a05f5aa1d26ff26506de2c5040ab0ed5","text:e20d4ec768d3974ecd0e4bb15a0968b9","text:a59eeb64f713427b0c5d72b8fe7a6480","text:92688f036fedacbfef6592a152b1ea66","text:e468e414604efdce31ea184e69276010","text:27e4a2a57946c88820a31cb6a6daf6b2","text:7f5a7bb0118aa283452c4bee02d10227","text:f27705b2dfd3b7f86dda2e5075c77a3e","text:4a7e9714783c07af3df398d966f5259f","text:aedca4036e4865949e7659f9c5757b9d","text:209fc656cdfd9bb697efda18a540130c","text:0d6eb546937d3bf880517b3d7e140f01","text:586708611c21a918e2bde79c54b1bbaa","text:9b7624b6e1a093a04905a688be7ae43d","text:b0e05ad752e4a4c5b737a14bf150277a","text:0958274f8794796723599862d272c4f2","text:e4268f443e97fa1a8234260b0f1572cd","text:da8a3d67303f33b353e779961c042d63","text:fa44c355aaf099c47fba6b59b9918a29","text:d6a4438212060b13aa81771baa49d507","text:4cfca2102a9c131f10f1bb45756b72b4","text:684776e19568920f110b250305bd6d8b","text:0570822d66b8e94af9d399bb4d1e02cd","text:a72e801df7e724d36de54e9ba0d057f9","text:ea0f1c7c89cc65ac745024284770456d","text:fe7db9f141fa8db3f4390b384ebd87c3","text:c467ee5c8a5ead0e453fc40ca7939e1c","text:19fc7db489cb8b0761087dc57856ba21","text:240fe40370439563d14eafe99aec55aa","text:db019df5943c51ababbfe4d1635deeb6","text:c4a07c929aa9bed0842cb3a973707b3b","text:b059726d38e4583335e750b3b8a2ff35","text:578c82d1734ae69796435e5ceca3f59b","text:e48113853902924502bb85b1e579855d"]}}}

data/test/tests/46.throw_some_erroris.lmd

@@ -0,0 +1,107 @@
+---
+
+# Mixins
+this_does_not_exist: "1235"
+
+# Optional Clauses
+another_irrelevancy: true
+
+# Structured Headers
+something_irrelevant: "l., ll."
+
+---
+
+THIS AGREEMENT, ALSO KNOWN AS THE [{{tit_op_agree}} OPERATING AGREEMENT][{{tit_by_laws}} BY-LAWS] OF THE COMPANY is entered into as of the date shown below by and between {{party1_full}} {{party1_short}}, {{party2_full}} {{party2_short}} [{{is_three_party}} , {{party3_full}} {{party3_short}}]. {{party1}} is [{{party1_indivdual}} an individual with an address of {{party1_address}}] [{{party1_group}} a {{party1_type}} with an address of {{party1_address}}, registered under the laws of {{party1_reg}}, operating in and therefore subject to the laws of {{party1_reg}}, and represented by {{party1_rep}}]. {{party2}} is [{{party2_indivdual}} an individual with an address of {{party2_address}}] [{{party2_group}} a {{party2_type}} with an address of {{party2_address}}, registered under the laws of {{party2_reg}}, operating in and therefore subject to the laws of {{party2_reg}}, and represented by {{party2_rep}}]. [{{is_three_party}} {{party3}} is [{{party3_indivdual}} an individual with an address of {{party3_address}}] [{{party3_group}} a {{party3_type}} with an address of {{party3_address}}, registered under the laws of {{party3_reg}}, operating in and therefore subject to the laws of {{party3_reg}}, and represented by {{party3_rep}}].] These individuals are referred to individually as a Member and collectively as the Shareholders. This agreement is entered into with reference to the following facts:
+
+The Shareholders desire to form a [{{somaliland}} [{{co_private}} private][{{co_public}} public] company limited by shares][{{tennessee}} Limited Liability Company that is [{{member_managed}} managed by its members][{{director_managed}} managed by its directors][{{manager_managed}} managed by a manager]] ("Company") with a share capital under [{{tennessee}} Tennessee Revised Limited Liability Company Act (2005) 48 T.C.A. 249 *et seq*, as amended] [{{somaliland}} the Company's Act of Somaliland (No. 25, 2004, *as amended*)] [{{other_jurisdiction}} {{regulating_act}}] (the "Act"). The Shareholders enter into this Agreement [{{tit_by_laws}} ("Bylaws")] to provide for the governance of the Company, the conduct of the Company's business, and to specify their relative rights and obligations.
+
+NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties hereto agree to and do associate themselves solely and exclusively for the purposes and upon the terms and conditions set forth herein.
+
+```
+l. |form| Formation
+ll. Formation*. The undersigned [{{prior_formation}} have formed][{{not_formed}} will form] a [{{co_private}} Private][{{co_public}} Public] Company, Limited by Shares under the laws of {{jurisdiction}} [{{prior_formation}} with a registration number of: {{co_reg}}]. The Company can sue and be sued on its own name, the Company is independent from the Shareholders and all related persons.
+ll. Name*. The name of this Company is {{co_name}} (the "Company"). Only the Shareholders of the Company can change the name of the Company, by vote of more than 70% of all Shareholders currently active at the time a motion to change the name of the Company is brought to the Shareholders in an annual or special meeting called for such a purpose.
+ll. Registered Office*. The registered office of the Company in {{jurisdiction}} shall be as set forth in the Articles of Incorporation of the Company or as otherwise designated by the Board of Directors of the Company.
+ll. Other Offices*. The company may also open and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, either within or outside of {{jurisdiction}}, as the Board of Directors may from time to time determine in |form|.
+l. Shareholders Meetings
+ll. Place of Meetings*. Meetings of the Shareholders of the Company may be held at such place, either within or outside of {{jurisdiction}}, as may be determined from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication.
+ll. Annual Meeting*. The Annual Meeting of the Shareholders of the Company, for the purpose of election of Directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the Company and the proposal of business to be considered by the Shareholders may be made at an Annual Meeting of Shareholders:
+lll. pursuant to the Company's notice of meeting of Shareholders;
+lll. by or at the direction of the Board of Directors;
+lll. |xref2| by any Shareholder of the Company who was a Shareholder of record at the time when the Board sent notice of the Annual Meeting, and who is not otherwise barred from voting at the meeting.
+ll. Notice of Annual Meetings*. Except as otherwise provided by the Act, notice shall be provided by electronic transmission. Such Notice of each Annual Meeting of Shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to the electronic address provided by each Shareholder entitled to vote at such meeting. Such notice shall specify the place, if any, date and hour, and the means of remote communications, if any, by which Shareholders and proxyholders may be deemed to be present in person and vote at any such meeting in |xref2|.
+ll. Agenda of the Annual Meeting*. At an Annual Meeting of the Shareholders, only such business shall be conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an Annual Meeting by a Shareholder, the Shareholder must submit written notice of the business or nomination to the Board a minimum of ten (10) days prior to the Annual Meeting via electronic communication. Any notice of business or nomination that is not received by the Board a minimum of ten (10) days prior to the Annual Meeting shall not be considered by the Board nor added to the business or nominations tabled for discussion at the Annual Meeting, except as otherwise provided in the Act.
+ll. Special Meetings*. Special meetings of the Shareholders of the Company may be called, for any purpose or purposes, by the Chairperson of the Board of Directors, by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized Directors or by the holders of shares entitled to cast not less than forty percent (40%) of the votes at the meeting, and shall be held at such place, on such date, and at such time as the Board shall fix.
+ll. Notice of Special Meetings*. If a Special Meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered electronically to the Board. Upon receipt of the notice, the Board shall determine if the notice was valid as it was given by those authorized under this Agreement to call a Special Meeting. The Board shall call a meeting within sixty (60) days after receipt of notice, unless the Board has determined that the notice was invalid. The provisions of the Notice of Annual Meetings shall apply to Special Meetings.
+ll. Agenda of Special Meetings*. No business may be transacted at such special meeting otherwise than specified in such notice.
+ll. Quorum for All Shareholder Meetings*. At all meetings of shareholders, except where otherwise provided by the Act, or by this Agreement, the presence, in person, by remote communication or by proxy duly authorized, of the holders of [{{sharehold_maj_quorum}} a majority][{{sharehold_suprmaj_quorum}} more than 70%] of the outstanding shares of shares entitled to vote shall constitute a quorum for the transaction of business. [{{sharehold_cont_mtg_if_lose_quorum}} The shareholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.][{{sharehold_adj_mtg_if_lose_quorum}} The shareholders present at a duly called or convened meeting shall not continue to transact business and shall adjourn if enough shareholders depart the meeting such that there is less than a quorum.]
+ll. No Quorum for Shareholder Meetings*. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, either by the Chairperson of the meeting or by vote of the holders of a majority of the shares represented there, but no other business shall be transacted at such meeting.
+ll. Resolutions of Shareholders*. Except as otherwise provided within the Act or [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement], in all matters other than the election of Directors which are conducted at any meeting of Shareholders, the affirmative vote of a majority of shares present in person, by remote communication, or represented by proxy duly authorized at a validly constituted meeting and entitled to vote on the subject matter shall constitute the action and resolution of entire shareholders.
+ll. Election of Directors*. Except as otherwise provided within the Act or [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement], Directors shall be elected by [{{dirctrs_elected_plur}} a plurality][{{dirctrs_elected_maj}} a majority][{{dirctrs_elected_suprmaj}} more than 60%] of the votes of the shares entitled to vote on the election of Directors and present in person, by remote communication, or represented by proxy duly authorized at a validly constituted meeting.
+[{{shares_in_classes}} ll. Voting in Classes*. Where a separate vote by a class or classes or series of shares is required, except where otherwise provided by the Act or [{{tit_by_laws}} these Bylaws] [{{tit_op_agree}} this Agreement], a majority of the outstanding shares of such class or classes or series then present in person, by remote communication, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter.]
+ll. Adjournment of Shareholder Meetings*. Any meeting of shareholders, whether an Annual Meeting or Special Meeting, may be adjourned from time to time either by the Chairperson of the meeting or by the vote of a majority of the shares present in person, by remote communication or represented by proxy duly authorized.
+ll. Voting Rights*. For the purpose of determining those shareholders entitled to vote at any meeting of the shareholders, except as otherwise provided by law or the Articles of Incorporation, only persons in whose names shares of a class entitled to vote stand on the shares records of the Company on the record date, as provided in [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement], shall be entitled to vote at any meeting of shareholders. very person entitled to vote or execute consents shall have the right to do so either in person, by remote communication or by an agent or agents authorized by a proxy granted in accordance with the Act. A proxy so appointed need not be a shareholder. No proxy shall be voted after three (3) years from its date of creation.
+[{{shares_joint_owners}} ll. Joint Owners of Shares*. If shares are in the Company's records in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) the first individual to cast their votes shall by such bind all.]
+[{{shares_corp_owners}} ll. Corporate Owners of Shares*. If shares are in the Company's records in the names of any other corporation, joint venture, investment group, or any other collective entity, in order for the shares to be voted, the board of directors of the collective entity holding title to the shares must execute a written instrument appointing one authorized individual which shall vote the shares held by the collective entity. The instrument appointing the authorized individual must be received by the Secretary prior to the meeting, and may be changed from time to time as the board of the collective entity decides. The votes cast by the authorized individual shall bind the entire collective entity.]
+[{{shares_list}} ll. List of Shareholders*. The Secretary shall prepare and make, at least ten (10) days before every meeting of Shareholders, a complete list of the Shareholders entitled to vote at said meeting, arranged in alphabetical order, showing the number of shares registered in the name of each Shareholder. Such list shall be open to the examination of any Shareholder for any purpose germane to the meeting.]
+[{{sharehold_act_wo_mtg}} ll. Action Without Meeting*. Unless otherwise provided by the Act, any action required to be taken at any Annual or Special Meeting of the Shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic communication setting forth the action so taken is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which *all shares* entitled to vote were present and voted.]
+[{{sharehold_chair_mtgs}} ll. Meeting Chairperson*. At every meeting of Shareholders, the Chairperson of the Board, or, if a Chairperson of the Board of Directors has not been appointed or is absent, the President shall act as chairperson. The Secretary, or an Assistant Secretary directed to do so by the Secretary, shall act as secretary of the meeting.]
+[{{sharehold_bd_rules}} ll. Rules of Meetings*. The Board of Directors of the Company shall be entitled to make such rules or regulations for the conduct of meetings of Shareholders as it shall deem necessary, appropriate, or convenient.]
+l. Directors
+ll. Number*. [{{dirs_bd_can_expand}} The authorized number of Directors of the Company shall be fixed by resolution of the Board of Directors from time to time. ][{{dirs_bd_cannot_expand}} The authorized number of Directors of the Company shall be fixed at {{dirs_number}}. ][{{dirs_not_shareholdrs}} Directors need not be Shareholders.][{{dirs_shareholdrs}} Directors shall be Shareholders [{{shares_corp_owners}} or duly authorized representatives of the collective entity holding title to shares] prior to their election to the Board.] If for any cause, the Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient.
+ll. Powers*. The powers of the Company shall be exercised, its business conducted, and its property controlled by the Board of Directors, except as may be otherwise provided by the Act.
+ll. Term*. [{{dirs_elected_annually}} Directors shall be elected at each Annual Meeting of Shareholders for a term of one year, provided that, irrespective of the foregoing term, each Director shall serve until his successor is duly elected and qualified or until his death, resignation, or removal. ][{{dirs_fixed_term}} Directors shall be elected at the Annual Meeting of Shareholders following the conclusiong of the previous Director's {{dirs_term}}, provided that, irrespective of the foregoing term, each Director shall serve until his successor is duly elected and qualified or until his death, resignation, or removal. ][{{dirs_no_reelect}} Directors may not stand for reelection following the conclusion of their term. ][{{dirs_one_reelect}} Directors may stand for reelection following the conclusion of their term if they have not previously stood for reelection. ][{{dirs_many_reelect}} Directors may stand for reelection following the conclusion of their term.] [{{dirs_bd_can_expand}} No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.]
+ll. Vacancies*. Unless otherwise provided in the Act, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes [{{dirs_bd_can_expand}} and any newly created Directorships resulting from any increase in the number of Directors] [{{dirs_bd_can_fill_vac}} shall, unless the Board of Directors determines by resolution that any such vacancies [{{dirs_bd_can_expand}} or newly created Directorships] shall be filled by Shareholders, be filled only by the affirmative vote of a majority of the Directors then in office. Any Director elected in accordance with this Section shall hold office for the remainder of the full term of the Director for which the vacancy was created or occurred and until such Director's successor shall have been elected and qualified. [{{shares_in_classes}} Where the holders of any class or classes of shares or series thereof are entitled to elect one or more Directors, vacancies [{{dirs_bd_can_expand}} and newly created Directorships] of such class or classes or series shall, unless the Board of Directors determines by resolution that any such vacancies or newly created Directorships shall be filled by such Shareholders, be filled by a majority of the Directors elected by such class or classes or series thereof then in office, or by a sole remaining Director so elected.]][{{dirs_bd_cannot_fill_vac}} shall be filled by Shareholders at a Special Meeting the Chairperson or President, where the Chairperson is departing, shall call for such a purpose unless the time of the Director's departing is within three (3) months of the Annual Meeting.]
+ll. Resignation*. Any Director may resign at any time by delivering notice in writing or by electronic transmission to the Secretary, such resignation shall state whether it will be effective at a particular time, upon receipt by the Secretary, or at the pleasure of the Board. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.
+ll. Removal*. Subject to any limitations imposed by the Act, any Director may be removed during the Director's term, with or without cause, only by the affirmative vote of the holders of a majority of the shares [{{shares_in_classes}} of the class or series of shares entitled to elect such Director or Directors], given either at a special meeting of such Shareholders duly called for that purpose or pursuant to a written consent of Shareholders, and any vacancy thereby created may be filled by the affirmative vote of the holders of a majority of such shares represented at the meeting.
+ll. Meetings of the Board*. Regular or special meetings of the Board of Directors may be held at any time or date and at any place within or without the {{jurisdiction}} which has been designated by the Chairperson of the Board and publicized to all Directors, either orally or in writing, including and electronic transmission. No further notice shall be required for a regular meeting of the Board of Directors.
+ll. Meetings by Electronic Means*. Any member of the Board of Directors[{{dirs_bd_has_coms}}, or of any committee thereof,] may participate in a meeting by means of telephone or any other communications equipment so long as all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at such meeting.
+ll. Quorum of Board Meetings*. A quorum of the Board of Directors shall consist of [{{dirs_bd_maj_quorum}} a majority of the number of Directors][{{dirs_bd_supmaj_quorum}} more than 70% of the number of Directors] duly elected and serving.
+ll. Voting*. At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the Directors present.
+[{{dirs_act_wo_mtg}} ll. Action Without Meeting*. Unless otherwise prohibited by the Act, any action required to be taken at any meeting of the Board of Directors may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic communication setting forth the action so taken is signed by Directors constituting more than a majority of the total number of Directors authorized herein. For the purposes of this provision, the affirmative filing of forms in HTML or other electronic format shall constitute electronic communication.]
+[{{dirs_get_comp}} ll. Fees and Compensation*. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board, a fixed sum and expenses of attendance, if any, for attendance at each meeting of the Board [{{dirs_bd_has_coms}} and at any meeting of a committee of the Board of Directors].]
+ll. Chairperson - Duties*. The Chairperson of the Board of Directors, when present, shall preside at all meetings of the Shareholders and the Board of Directors. If the Chairperson is unable to preside at such a meeting, the Chairperson may appoint another member of the Board of Directors or the President as the Chairperson *pro tempore* to preside at such meeting, and in the absence of such an appointment, the Board of Directors may appoint a member of the Board of Directors as the Chairperson *pro tempore*.
+[{{dirs_bd_has_coms}} l. Committees of the Board]
+l. Officers
+ll. Officers Designated*. The officers of the Company shall include, if and when designated by the Board of Directors, [{{off_has_ceo}} the Chief Executive Officer, ][{{off_has_pres}} the President, ][{{off_has_ed}} Executive Director, ][{{off_has_vp_many}} one or more Vice Presidents, ][{{off_has_vp_one}} the Vice President, ][{{off_has_cfo}} the Chief Financial Officer, ][{{off_has_treas}} the Treasurer, ][{{off_has_cont}} the Controller,] and the Secretary, all of whom shall be elected at an annual organizational meeting of the Board of Directors. The Board of Directors may also appoint such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the Company at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Company shall be fixed by or in the manner designated by the Board of Directors.
+ll. General*. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed in accordance with [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement]. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
+[{{off_has_ceo}} ll. Duties of Chief Executive Officer*. The Chief Executive Officer shall preside at all meetings of the Shareholders and at all meetings of the Board of Directors, if a Chairperson of the Board of Directors has not been appointed or is not present or such Chairperson has appointed a Chairperson *pro tempore*. The Chief Executive Officer shall be the chief officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company. The Chief Executive Officer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.]
+[{{off_has_pres}} ll. Duties of President*. [{{off_has_ceo}} If no officer has been appointed Chief Executive Officer of the Company, or if the office of the Chief Executive Officer becomes vacant on a temporary or permanent basis, the President shall be the chief executive officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company and shall have all of the powers of the Chief Executive Officer set forth above. The President shall perform such duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer (if a Chief Executive Officer has been appointed) shall designate from time to time.] [{{off_no_ceo}} The President shall be the chief executive officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company. The President shall perform such duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors  shall designate from time to time.]]
+[{{off_has_vp_many}} ll. Duties of Vice Presidents*. [{{off_has_ceo}} The Vice Presidents may assume and perform the duties of the Chief Executive Officer or the President in the absence or disability of the Chief Executive Officer and the President or whenever the office of Chief Executive Officer and President are vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or the President shall designate from time to time.] [{{off_no_ceo}} The Vice President may assume and perform the duties of the President in the absence or disability of the President or whenever the President is vacant. The Vice President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.]]
+[{{off_has_vp_one}} ll. Duties of Vice President*. The Vice President may assume and perform the duties of the Chief Executive Officer or the President in the absence or disability of the Chief Executive Officer and the President or whenever the office of Chief Executive Officer and President are vacant. The Vice President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or the President shall designate from time to time.]
+[{{off_has_cfo}} ll. Duties of Chief Financial Officer*. The Chief Financial Officer shall keep or cause to be kept the books of account of the Company in a thorough and proper manner and shall render statements of the financial affairs of the Company in such form and as often as required by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Company. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time. The Chief Executive Officer may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.]
+ll. Duties of Secretary*. The Secretary shall attend all meetings of the Shareholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the Company. The Secretary shall give notice in conformity with these Bylaws of all meetings of the Shareholders and of all meetings of the Board of Directors [{{dirs_bd_has_coms}} and any committee thereof requiring notice]. The Secretary shall perform all other duties provided for in this Agreement and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
+ll. Delegation of Authority*. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.
+ll. Resignations*. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors, to the Chief Executive Officer, or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.
+ll. Removal*. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the Directors in office at the time, or by the unanimous written consent of the Directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.
+l. Shares of Stock
+ll. Form and Execution of Certificates*. The shares of the Company shall be represented by certificates, or shall be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Act.
+ll. Lost Certificates*. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates of stock to be lost, stolen, or destroyed.
+ll. Record Date*. In order that the Company may determine the Shareholders entitled to notice of or to vote at any meeting of Shareholders, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting or other required action. A determination of Shareholders of record entitled to notice of or to vote at a meeting of Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
+[{{co_public}} ll. Transfers. Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender of a properly endorsed certificate or certificates for a like number of shares. The Company shall have power to enter into and perform any agreement with any number of Shareholders[{{shares_in_classes}} of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such Shareholders in any manner not prohibited by the Act].]
+[{{co_private}} l. Share Transfers
+[{{co_private_no_oblig_purc}} ll. No Obligation to Purchase*. The Company shall have no obligation to purchase some or all of the Company's interest held by a Shareholder. Any Shareholder may withdraw from participation in the management of the business and affairs of the Company, such as the Shareholder's ability to select a Board Member, by written statement to such effect given to the Chairperson. If the Chairperson is an *individual* Shareholder, or the party which the Chairperson represents, desires to fully withdraw from participation in the management of the business and affairs of the Company, the Chairperson shall give a written statement to such effect to the Secretary, and the President shall succeed to the Chairperson's duties until a new Chairperson is chosen in accordance with the provisions of this Agreement.]
+[{{co_private_shares_not_trans}} ll. Restrictions on Encumbrances Against Share Interest*. Each of the Shareholders agrees that, without the prior written consent of all other Shareholders who are entitled to vote on Company affairs, Shareholder will not transfer, assign, sell, give, or otherwise transfer his or her interest in the Company ("Interest"), and any attempt to do any of the foregoing without such prior unanimous, written consent from the uninterested Shareholders shall be null, void, and of no effect.]
+[{{co_private_right_first_refusal}} ll. Company's Right of First Refusal*. In the event of a proposed sale or other disposition for value to an outside party of all or any portion of Shareholder's Interest by any individual or organization, whether voluntary or involuntary, advance written notice thereof shall be given to the Company. Any such notice shall be delivered in written form to the Secretary, or the Chairperson where the Secretary is or represents the proposed seller of the interest. Any such notice shall contain the name and identifying details for the proposed purchaser as well as the amount of the interest proposed to be sold along with the proposed price on which the sale will happen. After the proper delivery of any such notice, Company shall maintain the right to purchase the interest on the same terms from the seller rather than allowing the new party to become a Shareholder. Company's right of first refusal shall last for thirty days following delivery of the notice.]
+[{{co_private_bd_right_to_welcom}} ll. Board Vested with Authority to Decide to Purchase*. The decision whether to purchase the shares in lieu of allowing the sale to the third party, shall reside with the Board with the exception of any Members representing the Shareholder proposing to sell the interest. If Board, in its sole and exclusive discretion, decides to purchase the interest from the Shareholder, the Company will be bound to the same terms of sale as given in the notice delivered to the Board.]
+[{{co_private_right_due_dil_rev}} ll. Board's Right to Perform Due Diligence Review*. Where the Board, in its sole and exclusive discretion, decides not to purchase the interest, the Board shall conduct a thorough due diligence review of the individual or organization purchasing the interest. Such due diligence review shall preclude a final delivery of the interest to the Shareholder. The Board shall have thirty (30) to complete this review. If the Board has not fully performed its review upon the expiration of the thirty (30) days, the sale may be completed at that time. The results of the due diligence review shall be entered into the official records of the company. Following the review by the Board, if the Board, in its sole and exclusive discretion, determines that the individual or organization purchasing the shares does meet the minimum requirements established by the Board, the Board shall have the right to treat the transfered Shares as non-interested shares and restructure the transfered shares as shares of the Non-Voting Class.]]
+[{{shares_not_encumbered}} ll. Restrictions on Encumbrances Against Share Interest*. Each of the Shareholders agrees that Shareholder will not, without the prior written consent of all uninterested Shareholders, pledge, mortgage, or otherwise encumber the interest in the Company. Any attempt to do any of the foregoing without such prior unanimous, written consent from the uninterested Shareholders shall be null, void, and of no effect.]
+l. Dividends
+ll. Declaration of Dividends*. Dividends upon the capital stock or shares of the Company, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the Act. [{{divids_equal_dist}} Dividends shall be paid to all Shareholders in proportion to the Shareholder's percentage ownership of the total then outstanding shares, regardless of whether the shares are entitled to vote at Shareholder meetings or to otherwise participate in the management of the Company's affairs.]
+[{{somaliland}} ll. Dividend Reserve*. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purpose as the Board of Directors shall think conducive to the interests of the Company, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.]
+[{{tennessee}} ll. Limits to Payment of Dividends*. Dividends may only be approved such that, following the payment of any distributions, the Company will be able to continue to service its debts, if any, without any disruption to its creditors.]
+[{{tennessee}} ll. Dividend Reserve*. No distributions may be made when the total assets belonging to the Company following the payment of distributions would be less than the sum of its total liabilities, other than liabilities for which the recourse of creditors is limited to specified property, plus the amount that would be needed, if the LLC were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of members and holders of financial rights, whose preferential rights are superior to those receiving the distribution.]
+[{{tennessee}} ll. Personal Liability for Violation of this Section*. A member, manager, director, or holder of financial rights of the Company who votes for, consents to, or received a distribution that was conducted in violation of the provisions of this Agreement or the Act shall be personally liable to the Company for the amount of the distribution that exceeds the amount that could have been distributed without violating this Agreement or the Act.]
+l. Financial Matters
+ll. Fiscal Year*. The fiscal year of the Company shall be [{{fiscl_yr_cal_yr}} the calendar year][{{fiscl_yr_bd_sets}} fixed by a resolution of the Board of Directors].
+ll. Checks*. All checks or demands for money and notes of the Company shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate in writing.
+l. Indemnification
+ll. Indemnification of Directors and Officers*. The Company shall indemnify its Directors and officers to the fullest extent not otherwise prohibited by law; provided, however, that the Company may modify the extent of such indemnification by individual contracts with its Directors and officers; and, provided, further, that the Company shall not be required to indemnify any Director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
+lll. such indemnification is expressly required to be made by law;
+lll. the proceeding was authorized by the Board of Directors of the Company; or
+lll. such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Act or any other applicable law.
+[{{indem_empl}} ll. Indemnification of Employees and Other Agents*. The Company shall have power to indemnify its non-officer employees and other agents as set forth in any applicable law.]
+[{{indem_insure}} ll. Insurance*. To the fullest extent permitted by any other applicable law, the Company, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.]
+l. Amendments
+ll. Amendments*. [{{dirs_can_amend_bylaws}} The Board of Directors is expressly empowered to adopt, amend or repeal [{{tit_by_laws}} these Bylaws] [{{tit_op_agree}} this Agreement].] The Shareholders shall [{{dirs_can_amend_bylaws}} also ]have power to adopt, amend or repeal [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement][{{shares_in_classes}} ; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Company required by the Act, such action by Shareholders shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of Directors, voting together as a single class].
+```

data/test/tests/46.throw_some_erroris.md

@@ -0,0 +1,94 @@
+THIS AGREEMENT, ALSO KNOWN AS THE [{{tit_op_agree}} OPERATING AGREEMENT][{{tit_by_laws}} BY-LAWS] OF THE COMPANY is entered into as of the date shown below by and between {{party1_full}} {{party1_short}}, {{party2_full}} {{party2_short}} [{{is_three_party}} , {{party3_full}} {{party3_short}}]. {{party1}} is [{{party1_indivdual}} an individual with an address of {{party1_address}}] [{{party1_group}} a {{party1_type}} with an address of {{party1_address}}, registered under the laws of {{party1_reg}}, operating in and therefore subject to the laws of {{party1_reg}}, and represented by {{party1_rep}}]. {{party2}} is [{{party2_indivdual}} an individual with an address of {{party2_address}}] [{{party2_group}} a {{party2_type}} with an address of {{party2_address}}, registered under the laws of {{party2_reg}}, operating in and therefore subject to the laws of {{party2_reg}}, and represented by {{party2_rep}}]. [{{is_three_party}} {{party3}} is [{{party3_indivdual}} an individual with an address of {{party3_address}}] [{{party3_group}} a {{party3_type}} with an address of {{party3_address}}, registered under the laws of {{party3_reg}}, operating in and therefore subject to the laws of {{party3_reg}}, and represented by {{party3_rep}}].] These individuals are referred to individually as a Member and collectively as the Shareholders. This agreement is entered into with reference to the following facts:
+
+The Shareholders desire to form a [{{somaliland}} [{{co_private}} private][{{co_public}} public] company limited by shares][{{tennessee}} Limited Liability Company that is [{{member_managed}} managed by its members][{{director_managed}} managed by its directors][{{manager_managed}} managed by a manager]] ("Company") with a share capital under [{{tennessee}} Tennessee Revised Limited Liability Company Act (2005) 48 T.C.A. 249 *et seq*, as amended] [{{somaliland}} the Company's Act of Somaliland (No. 25, 2004, *as amended*)] [{{other_jurisdiction}} {{regulating_act}}] (the "Act"). The Shareholders enter into this Agreement [{{tit_by_laws}} ("Bylaws")] to provide for the governance of the Company, the conduct of the Company's business, and to specify their relative rights and obligations.
+
+NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties hereto agree to and do associate themselves solely and exclusively for the purposes and upon the terms and conditions set forth herein.
+
+```
+l. |form| Formation
+ll. Formation*. The undersigned [{{prior_formation}} have formed][{{not_formed}} will form] a [{{co_private}} Private][{{co_public}} Public] Company, Limited by Shares under the laws of {{jurisdiction}} [{{prior_formation}} with a registration number of: {{co_reg}}]. The Company can sue and be sued on its own name, the Company is independent from the Shareholders and all related persons.
+ll. Name*. The name of this Company is {{co_name}} (the "Company"). Only the Shareholders of the Company can change the name of the Company, by vote of more than 70% of all Shareholders currently active at the time a motion to change the name of the Company is brought to the Shareholders in an annual or special meeting called for such a purpose.
+ll. Registered Office*. The registered office of the Company in {{jurisdiction}} shall be as set forth in the Articles of Incorporation of the Company or as otherwise designated by the Board of Directors of the Company.
+ll. Other Offices*. The company may also open and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, either within or outside of {{jurisdiction}}, as the Board of Directors may from time to time determine in |form|.
+l. Shareholders Meetings
+ll. Place of Meetings*. Meetings of the Shareholders of the Company may be held at such place, either within or outside of {{jurisdiction}}, as may be determined from time to time by the Board of Directors. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication.
+ll. Annual Meeting*. The Annual Meeting of the Shareholders of the Company, for the purpose of election of Directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors. Nominations of persons for election to the Board of Directors of the Company and the proposal of business to be considered by the Shareholders may be made at an Annual Meeting of Shareholders:
+lll. pursuant to the Company's notice of meeting of Shareholders;
+lll. by or at the direction of the Board of Directors;
+lll. |xref2| by any Shareholder of the Company who was a Shareholder of record at the time when the Board sent notice of the Annual Meeting, and who is not otherwise barred from voting at the meeting.
+ll. Notice of Annual Meetings*. Except as otherwise provided by the Act, notice shall be provided by electronic transmission. Such Notice of each Annual Meeting of Shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to the electronic address provided by each Shareholder entitled to vote at such meeting. Such notice shall specify the place, if any, date and hour, and the means of remote communications, if any, by which Shareholders and proxyholders may be deemed to be present in person and vote at any such meeting in |xref2|.
+ll. Agenda of the Annual Meeting*. At an Annual Meeting of the Shareholders, only such business shall be conducted as shall have been properly brought before the meeting. For nominations or other business to be properly brought before an Annual Meeting by a Shareholder, the Shareholder must submit written notice of the business or nomination to the Board a minimum of ten (10) days prior to the Annual Meeting via electronic communication. Any notice of business or nomination that is not received by the Board a minimum of ten (10) days prior to the Annual Meeting shall not be considered by the Board nor added to the business or nominations tabled for discussion at the Annual Meeting, except as otherwise provided in the Act.
+ll. Special Meetings*. Special meetings of the Shareholders of the Company may be called, for any purpose or purposes, by the Chairperson of the Board of Directors, by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized Directors or by the holders of shares entitled to cast not less than forty percent (40%) of the votes at the meeting, and shall be held at such place, on such date, and at such time as the Board shall fix.
+ll. Notice of Special Meetings*. If a Special Meeting is properly called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered electronically to the Board. Upon receipt of the notice, the Board shall determine if the notice was valid as it was given by those authorized under this Agreement to call a Special Meeting. The Board shall call a meeting within sixty (60) days after receipt of notice, unless the Board has determined that the notice was invalid. The provisions of the Notice of Annual Meetings shall apply to Special Meetings.
+ll. Agenda of Special Meetings*. No business may be transacted at such special meeting otherwise than specified in such notice.
+ll. Quorum for All Shareholder Meetings*. At all meetings of shareholders, except where otherwise provided by the Act, or by this Agreement, the presence, in person, by remote communication or by proxy duly authorized, of the holders of [{{sharehold_maj_quorum}} a majority][{{sharehold_suprmaj_quorum}} more than 70%] of the outstanding shares of shares entitled to vote shall constitute a quorum for the transaction of business. [{{sharehold_cont_mtg_if_lose_quorum}} The shareholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.][{{sharehold_adj_mtg_if_lose_quorum}} The shareholders present at a duly called or convened meeting shall not continue to transact business and shall adjourn if enough shareholders depart the meeting such that there is less than a quorum.]
+ll. No Quorum for Shareholder Meetings*. In the absence of a quorum, any meeting of shareholders may be adjourned, from time to time, either by the Chairperson of the meeting or by vote of the holders of a majority of the shares represented there, but no other business shall be transacted at such meeting.
+ll. Resolutions of Shareholders*. Except as otherwise provided within the Act or [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement], in all matters other than the election of Directors which are conducted at any meeting of Shareholders, the affirmative vote of a majority of shares present in person, by remote communication, or represented by proxy duly authorized at a validly constituted meeting and entitled to vote on the subject matter shall constitute the action and resolution of entire shareholders.
+ll. Election of Directors*. Except as otherwise provided within the Act or [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement], Directors shall be elected by [{{dirctrs_elected_plur}} a plurality][{{dirctrs_elected_maj}} a majority][{{dirctrs_elected_suprmaj}} more than 60%] of the votes of the shares entitled to vote on the election of Directors and present in person, by remote communication, or represented by proxy duly authorized at a validly constituted meeting.
+[{{shares_in_classes}} ll. Voting in Classes*. Where a separate vote by a class or classes or series of shares is required, except where otherwise provided by the Act or [{{tit_by_laws}} these Bylaws] [{{tit_op_agree}} this Agreement], a majority of the outstanding shares of such class or classes or series then present in person, by remote communication, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter.]
+ll. Adjournment of Shareholder Meetings*. Any meeting of shareholders, whether an Annual Meeting or Special Meeting, may be adjourned from time to time either by the Chairperson of the meeting or by the vote of a majority of the shares present in person, by remote communication or represented by proxy duly authorized.
+ll. Voting Rights*. For the purpose of determining those shareholders entitled to vote at any meeting of the shareholders, except as otherwise provided by law or the Articles of Incorporation, only persons in whose names shares of a class entitled to vote stand on the shares records of the Company on the record date, as provided in [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement], shall be entitled to vote at any meeting of shareholders. very person entitled to vote or execute consents shall have the right to do so either in person, by remote communication or by an agent or agents authorized by a proxy granted in accordance with the Act. A proxy so appointed need not be a shareholder. No proxy shall be voted after three (3) years from its date of creation.
+[{{shares_joint_owners}} ll. Joint Owners of Shares*. If shares are in the Company's records in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) the first individual to cast their votes shall by such bind all.]
+[{{shares_corp_owners}} ll. Corporate Owners of Shares*. If shares are in the Company's records in the names of any other corporation, joint venture, investment group, or any other collective entity, in order for the shares to be voted, the board of directors of the collective entity holding title to the shares must execute a written instrument appointing one authorized individual which shall vote the shares held by the collective entity. The instrument appointing the authorized individual must be received by the Secretary prior to the meeting, and may be changed from time to time as the board of the collective entity decides. The votes cast by the authorized individual shall bind the entire collective entity.]
+[{{shares_list}} ll. List of Shareholders*. The Secretary shall prepare and make, at least ten (10) days before every meeting of Shareholders, a complete list of the Shareholders entitled to vote at said meeting, arranged in alphabetical order, showing the number of shares registered in the name of each Shareholder. Such list shall be open to the examination of any Shareholder for any purpose germane to the meeting.]
+[{{sharehold_act_wo_mtg}} ll. Action Without Meeting*. Unless otherwise provided by the Act, any action required to be taken at any Annual or Special Meeting of the Shareholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic communication setting forth the action so taken is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which *all shares* entitled to vote were present and voted.]
+[{{sharehold_chair_mtgs}} ll. Meeting Chairperson*. At every meeting of Shareholders, the Chairperson of the Board, or, if a Chairperson of the Board of Directors has not been appointed or is absent, the President shall act as chairperson. The Secretary, or an Assistant Secretary directed to do so by the Secretary, shall act as secretary of the meeting.]
+[{{sharehold_bd_rules}} ll. Rules of Meetings*. The Board of Directors of the Company shall be entitled to make such rules or regulations for the conduct of meetings of Shareholders as it shall deem necessary, appropriate, or convenient.]
+l. Directors
+ll. Number*. [{{dirs_bd_can_expand}} The authorized number of Directors of the Company shall be fixed by resolution of the Board of Directors from time to time. ][{{dirs_bd_cannot_expand}} The authorized number of Directors of the Company shall be fixed at {{dirs_number}}. ][{{dirs_not_shareholdrs}} Directors need not be Shareholders.][{{dirs_shareholdrs}} Directors shall be Shareholders [{{shares_corp_owners}} or duly authorized representatives of the collective entity holding title to shares] prior to their election to the Board.] If for any cause, the Directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient.
+ll. Powers*. The powers of the Company shall be exercised, its business conducted, and its property controlled by the Board of Directors, except as may be otherwise provided by the Act.
+ll. Term*. [{{dirs_elected_annually}} Directors shall be elected at each Annual Meeting of Shareholders for a term of one year, provided that, irrespective of the foregoing term, each Director shall serve until his successor is duly elected and qualified or until his death, resignation, or removal. ][{{dirs_fixed_term}} Directors shall be elected at the Annual Meeting of Shareholders following the conclusiong of the previous Director's {{dirs_term}}, provided that, irrespective of the foregoing term, each Director shall serve until his successor is duly elected and qualified or until his death, resignation, or removal. ][{{dirs_no_reelect}} Directors may not stand for reelection following the conclusion of their term. ][{{dirs_one_reelect}} Directors may stand for reelection following the conclusion of their term if they have not previously stood for reelection. ][{{dirs_many_reelect}} Directors may stand for reelection following the conclusion of their term.] [{{dirs_bd_can_expand}} No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.]
+ll. Vacancies*. Unless otherwise provided in the Act, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes [{{dirs_bd_can_expand}} and any newly created Directorships resulting from any increase in the number of Directors] [{{dirs_bd_can_fill_vac}} shall, unless the Board of Directors determines by resolution that any such vacancies [{{dirs_bd_can_expand}} or newly created Directorships] shall be filled by Shareholders, be filled only by the affirmative vote of a majority of the Directors then in office. Any Director elected in accordance with this Section shall hold office for the remainder of the full term of the Director for which the vacancy was created or occurred and until such Director's successor shall have been elected and qualified. [{{shares_in_classes}} Where the holders of any class or classes of shares or series thereof are entitled to elect one or more Directors, vacancies [{{dirs_bd_can_expand}} and newly created Directorships] of such class or classes or series shall, unless the Board of Directors determines by resolution that any such vacancies or newly created Directorships shall be filled by such Shareholders, be filled by a majority of the Directors elected by such class or classes or series thereof then in office, or by a sole remaining Director so elected.]][{{dirs_bd_cannot_fill_vac}} shall be filled by Shareholders at a Special Meeting the Chairperson or President, where the Chairperson is departing, shall call for such a purpose unless the time of the Director's departing is within three (3) months of the Annual Meeting.]
+ll. Resignation*. Any Director may resign at any time by delivering notice in writing or by electronic transmission to the Secretary, such resignation shall state whether it will be effective at a particular time, upon receipt by the Secretary, or at the pleasure of the Board. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.
+ll. Removal*. Subject to any limitations imposed by the Act, any Director may be removed during the Director's term, with or without cause, only by the affirmative vote of the holders of a majority of the shares [{{shares_in_classes}} of the class or series of shares entitled to elect such Director or Directors], given either at a special meeting of such Shareholders duly called for that purpose or pursuant to a written consent of Shareholders, and any vacancy thereby created may be filled by the affirmative vote of the holders of a majority of such shares represented at the meeting.
+ll. Meetings of the Board*. Regular or special meetings of the Board of Directors may be held at any time or date and at any place within or without the {{jurisdiction}} which has been designated by the Chairperson of the Board and publicized to all Directors, either orally or in writing, including and electronic transmission. No further notice shall be required for a regular meeting of the Board of Directors.
+ll. Meetings by Electronic Means*. Any member of the Board of Directors[{{dirs_bd_has_coms}}, or of any committee thereof,] may participate in a meeting by means of telephone or any other communications equipment so long as all persons participating in the meeting can hear each other. Participation in a meeting by such means shall constitute presence in person at such meeting.
+ll. Quorum of Board Meetings*. A quorum of the Board of Directors shall consist of [{{dirs_bd_maj_quorum}} a majority of the number of Directors][{{dirs_bd_supmaj_quorum}} more than 70% of the number of Directors] duly elected and serving.
+ll. Voting*. At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the Directors present.
+[{{dirs_act_wo_mtg}} ll. Action Without Meeting*. Unless otherwise prohibited by the Act, any action required to be taken at any meeting of the Board of Directors may be taken without a meeting, without prior notice and without a vote, if a consent in writing or by electronic communication setting forth the action so taken is signed by Directors constituting more than a majority of the total number of Directors authorized herein. For the purposes of this provision, the affirmative filing of forms in HTML or other electronic format shall constitute electronic communication.]
+[{{dirs_get_comp}} ll. Fees and Compensation*. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board, a fixed sum and expenses of attendance, if any, for attendance at each meeting of the Board [{{dirs_bd_has_coms}} and at any meeting of a committee of the Board of Directors].]
+ll. Chairperson - Duties*. The Chairperson of the Board of Directors, when present, shall preside at all meetings of the Shareholders and the Board of Directors. If the Chairperson is unable to preside at such a meeting, the Chairperson may appoint another member of the Board of Directors or the President as the Chairperson *pro tempore* to preside at such meeting, and in the absence of such an appointment, the Board of Directors may appoint a member of the Board of Directors as the Chairperson *pro tempore*.
+[{{dirs_bd_has_coms}} l. Committees of the Board]
+l. Officers
+ll. Officers Designated*. The officers of the Company shall include, if and when designated by the Board of Directors, [{{off_has_ceo}} the Chief Executive Officer, ][{{off_has_pres}} the President, ][{{off_has_ed}} Executive Director, ][{{off_has_vp_many}} one or more Vice Presidents, ][{{off_has_vp_one}} the Vice President, ][{{off_has_cfo}} the Chief Financial Officer, ][{{off_has_treas}} the Treasurer, ][{{off_has_cont}} the Controller,] and the Secretary, all of whom shall be elected at an annual organizational meeting of the Board of Directors. The Board of Directors may also appoint such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the Company at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the Company shall be fixed by or in the manner designated by the Board of Directors.
+ll. General*. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed in accordance with [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement]. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.
+[{{off_has_ceo}} ll. Duties of Chief Executive Officer*. The Chief Executive Officer shall preside at all meetings of the Shareholders and at all meetings of the Board of Directors, if a Chairperson of the Board of Directors has not been appointed or is not present or such Chairperson has appointed a Chairperson *pro tempore*. The Chief Executive Officer shall be the chief officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company. The Chief Executive Officer shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.]
+[{{off_has_pres}} ll. Duties of President*. [{{off_has_ceo}} If no officer has been appointed Chief Executive Officer of the Company, or if the office of the Chief Executive Officer becomes vacant on a temporary or permanent basis, the President shall be the chief executive officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company and shall have all of the powers of the Chief Executive Officer set forth above. The President shall perform such duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer (if a Chief Executive Officer has been appointed) shall designate from time to time.] [{{off_no_ceo}} The President shall be the chief executive officer of the Company and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Company. The President shall perform such duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.]]
+[{{off_has_vp_many}} ll. Duties of Vice Presidents*. [{{off_has_ceo}} The Vice Presidents may assume and perform the duties of the Chief Executive Officer or the President in the absence or disability of the Chief Executive Officer and the President or whenever the office of Chief Executive Officer and President are vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or the President shall designate from time to time.] [{{off_no_ceo}} The Vice President may assume and perform the duties of the President in the absence or disability of the President or whenever the President is vacant. The Vice President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.]]
+[{{off_has_vp_one}} ll. Duties of Vice President*. The Vice President may assume and perform the duties of the Chief Executive Officer or the President in the absence or disability of the Chief Executive Officer and the President or whenever the office of Chief Executive Officer and President are vacant. The Vice President shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer, or the President shall designate from time to time.]
+[{{off_has_cfo}} ll. Duties of Chief Financial Officer*. The Chief Financial Officer shall keep or cause to be kept the books of account of the Company in a thorough and proper manner and shall render statements of the financial affairs of the Company in such form and as often as required by the Board of Directors or the Chief Executive Officer. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Company. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time. The Chief Executive Officer may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer shall designate from time to time.]
+ll. Duties of Secretary*. The Secretary shall attend all meetings of the Shareholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the Company. The Secretary shall give notice in conformity with these Bylaws of all meetings of the Shareholders and of all meetings of the Board of Directors [{{dirs_bd_has_coms}} and any committee thereof requiring notice]. The Secretary shall perform all other duties provided for in this Agreement and other duties commonly incident to the office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.
+ll. Delegation of Authority*. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.
+ll. Resignations*. Any officer may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors, to the Chief Executive Officer, or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.
+ll. Removal*. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the Directors in office at the time, or by the unanimous written consent of the Directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.
+l. Shares of Stock
+ll. Form and Execution of Certificates*. The shares of the Company shall be represented by certificates, or shall be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Act.
+ll. Lost Certificates*. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate or certificates of stock to be lost, stolen, or destroyed.
+ll. Record Date*. In order that the Company may determine the Shareholders entitled to notice of or to vote at any meeting of Shareholders, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting or other required action. A determination of Shareholders of record entitled to notice of or to vote at a meeting of Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
+[{{co_public}} ll. Transfers. Transfers of record of shares of stock of the Company shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender of a properly endorsed certificate or certificates for a like number of shares. The Company shall have power to enter into and perform any agreement with any number of Shareholders[{{shares_in_classes}} of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such Shareholders in any manner not prohibited by the Act].]
+[{{co_private}} l. Share Transfers
+[{{co_private_no_oblig_purc}} ll. No Obligation to Purchase*. The Company shall have no obligation to purchase some or all of the Company's interest held by a Shareholder. Any Shareholder may withdraw from participation in the management of the business and affairs of the Company, such as the Shareholder's ability to select a Board Member, by written statement to such effect given to the Chairperson. If the Chairperson is an *individual* Shareholder, or the party which the Chairperson represents, desires to fully withdraw from participation in the management of the business and affairs of the Company, the Chairperson shall give a written statement to such effect to the Secretary, and the President shall succeed to the Chairperson's duties until a new Chairperson is chosen in accordance with the provisions of this Agreement.]
+[{{co_private_shares_not_trans}} ll. Restrictions on Encumbrances Against Share Interest*. Each of the Shareholders agrees that, without the prior written consent of all other Shareholders who are entitled to vote on Company affairs, Shareholder will not transfer, assign, sell, give, or otherwise transfer his or her interest in the Company ("Interest"), and any attempt to do any of the foregoing without such prior unanimous, written consent from the uninterested Shareholders shall be null, void, and of no effect.]
+[{{co_private_right_first_refusal}} ll. Company's Right of First Refusal*. In the event of a proposed sale or other disposition for value to an outside party of all or any portion of Shareholder's Interest by any individual or organization, whether voluntary or involuntary, advance written notice thereof shall be given to the Company. Any such notice shall be delivered in written form to the Secretary, or the Chairperson where the Secretary is or represents the proposed seller of the interest. Any such notice shall contain the name and identifying details for the proposed purchaser as well as the amount of the interest proposed to be sold along with the proposed price on which the sale will happen. After the proper delivery of any such notice, Company shall maintain the right to purchase the interest on the same terms from the seller rather than allowing the new party to become a Shareholder. Company's right of first refusal shall last for thirty days following delivery of the notice.]
+[{{co_private_bd_right_to_welcom}} ll. Board Vested with Authority to Decide to Purchase*. The decision whether to purchase the shares in lieu of allowing the sale to the third party, shall reside with the Board with the exception of any Members representing the Shareholder proposing to sell the interest. If Board, in its sole and exclusive discretion, decides to purchase the interest from the Shareholder, the Company will be bound to the same terms of sale as given in the notice delivered to the Board.]
+[{{co_private_right_due_dil_rev}} ll. Board's Right to Perform Due Diligence Review*. Where the Board, in its sole and exclusive discretion, decides not to purchase the interest, the Board shall conduct a thorough due diligence review of the individual or organization purchasing the interest. Such due diligence review shall preclude a final delivery of the interest to the Shareholder. The Board shall have thirty (30) to complete this review. If the Board has not fully performed its review upon the expiration of the thirty (30) days, the sale may be completed at that time. The results of the due diligence review shall be entered into the official records of the company. Following the review by the Board, if the Board, in its sole and exclusive discretion, determines that the individual or organization purchasing the shares does meet the minimum requirements established by the Board, the Board shall have the right to treat the transfered Shares as non-interested shares and restructure the transfered shares as shares of the Non-Voting Class.]]
+[{{shares_not_encumbered}} ll. Restrictions on Encumbrances Against Share Interest*. Each of the Shareholders agrees that Shareholder will not, without the prior written consent of all uninterested Shareholders, pledge, mortgage, or otherwise encumber the interest in the Company. Any attempt to do any of the foregoing without such prior unanimous, written consent from the uninterested Shareholders shall be null, void, and of no effect.]
+l. Dividends
+ll. Declaration of Dividends*. Dividends upon the capital stock or shares of the Company, if any, may be declared by the Board of Directors at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the Act. [{{divids_equal_dist}} Dividends shall be paid to all Shareholders in proportion to the Shareholder's percentage ownership of the total then outstanding shares, regardless of whether the shares are entitled to vote at Shareholder meetings or to otherwise participate in the management of the Company's affairs.]
+[{{somaliland}} ll. Dividend Reserve*. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Company, or for such other purpose as the Board of Directors shall think conducive to the interests of the Company, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.]
+[{{tennessee}} ll. Limits to Payment of Dividends*. Dividends may only be approved such that, following the payment of any distributions, the Company will be able to continue to service its debts, if any, without any disruption to its creditors.]
+[{{tennessee}} ll. Dividend Reserve*. No distributions may be made when the total assets belonging to the Company following the payment of distributions would be less than the sum of its total liabilities, other than liabilities for which the recourse of creditors is limited to specified property, plus the amount that would be needed, if the LLC were to be dissolved, wound up and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up and termination of members and holders of financial rights, whose preferential rights are superior to those receiving the distribution.]
+[{{tennessee}} ll. Personal Liability for Violation of this Section*. A member, manager, director, or holder of financial rights of the Company who votes for, consents to, or received a distribution that was conducted in violation of the provisions of this Agreement or the Act shall be personally liable to the Company for the amount of the distribution that exceeds the amount that could have been distributed without violating this Agreement or the Act.]
+l. Financial Matters
+ll. Fiscal Year*. The fiscal year of the Company shall be [{{fiscl_yr_cal_yr}} the calendar year][{{fiscl_yr_bd_sets}} fixed by a resolution of the Board of Directors].
+ll. Checks*. All checks or demands for money and notes of the Company shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate in writing.
+l. Indemnification
+ll. Indemnification of Directors and Officers*. The Company shall indemnify its Directors and officers to the fullest extent not otherwise prohibited by law; provided, however, that the Company may modify the extent of such indemnification by individual contracts with its Directors and officers; and, provided, further, that the Company shall not be required to indemnify any Director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
+lll. such indemnification is expressly required to be made by law;
+lll. the proceeding was authorized by the Board of Directors of the Company; or
+lll. such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the Act or any other applicable law.
+[{{indem_empl}} ll. Indemnification of Employees and Other Agents*. The Company shall have power to indemnify its non-officer employees and other agents as set forth in any applicable law.]
+[{{indem_insure}} ll. Insurance*. To the fullest extent permitted by any other applicable law, the Company, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.]
+l. Amendments
+ll. Amendments*. [{{dirs_can_amend_bylaws}} The Board of Directors is expressly empowered to adopt, amend or repeal [{{tit_by_laws}} these Bylaws] [{{tit_op_agree}} this Agreement].] The Shareholders shall [{{dirs_can_amend_bylaws}} also ]have power to adopt, amend or repeal [{{tit_by_laws}} these Bylaws][{{tit_op_agree}} this Agreement][{{shares_in_classes}} ; provided, however, that, in addition to any vote of the holders of any class or series of stock of the Company required by the Act, such action by Shareholders shall require the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of Directors, voting together as a single class].
+```

metadata

@@ -1,7 +1,7 @@
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 name: legal_markdown
 version: !ruby/object:Gem::Version
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+  version: 0.4.6
   prerelease: 
 platform: ruby
 authors:
@@ -177,6 +177,10 @@ files:
 - test/tests/45.all_features_speed_ratchet.json
 - test/tests/45.all_features_speed_ratchet.lmd
 - test/tests/45.all_features_speed_ratchet.md
+- test/tests/46.throw_some_erroris.headers
+- test/tests/46.throw_some_erroris.json
+- test/tests/46.throw_some_erroris.lmd
+- test/tests/46.throw_some_erroris.md
 - test/tests/partials/z.partial1
 - test/tests/partials/z.partial2
 homepage: http://github.com/compleatang/legal-markdown
@@ -194,7 +198,7 @@ required_ruby_version: !ruby/object:Gem::Requirement
       version: '0'
       segments:
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-      hash: 264622749286327641
+      hash: -4574451422924128598
 required_rubygems_version: !ruby/object:Gem::Requirement
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@@ -203,7 +207,7 @@ required_rubygems_version: !ruby/object:Gem::Requirement
       version: '0'
       segments:
       - 0
-      hash: 264622749286327641
+      hash: -4574451422924128598
 requirements: []
 rubyforge_project: 
 rubygems_version: 1.8.25
@@ -329,5 +333,9 @@ test_files:
 - test/tests/45.all_features_speed_ratchet.json
 - test/tests/45.all_features_speed_ratchet.lmd
 - test/tests/45.all_features_speed_ratchet.md
+- test/tests/46.throw_some_erroris.headers
+- test/tests/46.throw_some_erroris.json
+- test/tests/46.throw_some_erroris.lmd
+- test/tests/46.throw_some_erroris.md
 - test/tests/partials/z.partial1
 - test/tests/partials/z.partial2