AMENDED AND RESTATED BYLAWS OF CALLOWAY-BRIGGS RENEWABLES INC.

AMENDED AND RESTATED BYLAWS OF CALLOWAY-BRIGGS RENEWABLES INC.
These Amended and Restated Bylaws (these "Bylaws") are adopted by the Board of Directors of Calloway-Briggs Renewables Inc., a Delaware corporation (the "Corporation"), effective as of the closing of the Corporation's initial public offering of its common stock (the "IPO Closing Date").
These Bylaws amend and restate in their entirety the bylaws of the Corporation previously in effect and are adopted pursuant to the Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware (the "Certificate of Incorporation"). These Bylaws are intended to operate in accordance with, and shall be interpreted consistently with, the Delaware General Corporation Law, as the same may be amended from time to time (the "DGCL").
Article I — Offices
Section 1.1 — Registered Office
The registered office of the Corporation in the State of Delaware shall be located at the office of Capitol Statutory Services, Inc., 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Corporation at such address shall be Capitol Statutory Services, Inc.
The Board of Directors may, from time to time and in the manner permitted by applicable law, change the registered office of the Corporation in the State of Delaware and/or the registered agent of the Corporation by resolution duly adopted by the Board of Directors and by causing the appropriate filing or filings to be made with the Secretary of State of the State of Delaware.
Section 1.2 — Principal Office
The principal executive office of the Corporation shall be located at 4200 Ridgeline Parkway, Suite 1100, Austin, Texas 78746, unless and until changed by resolution of the Board of Directors.
The Board of Directors may at any time, and from time to time, establish, relocate, or discontinue the principal office of the Corporation as the business, operations, and administrative needs of the Corporation may require.
Section 1.3 — Other Offices
The Corporation may also maintain and operate such other offices, business locations, and places of operation, whether within or without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require.
Article II — Meetings of Stockholders
Section 2.1 — Annual Meetings
An annual meeting of the stockholders of the Corporation shall be held on such date, at such time, and at such place, if any, within or without the State of Delaware, or solely by means of remote communication to the extent permitted by law, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.
At each annual meeting, the stockholders shall elect directors and transact such other business as may properly be brought before the meeting in accordance with the Certificate of Incorporation, these Bylaws, the notice of meeting, and applicable law.
Section 2.2 — Special Meetings
Special meetings of stockholders of the Corporation may be called only by (a) the Chairman of the Board, (b) the Chief Executive Officer, or (c) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors.
Special meetings of stockholders may not be called by stockholders or by any other person or persons.
Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice of the meeting, and matters not fairly encompassed within such stated purpose or purposes shall not be acted upon at such special meeting.
Section 2.3 — Notice of Meetings
Written notice of each meeting of stockholders shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of each meeting shall be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each stockholder of record entitled to vote at such meeting.
Notice may be given personally, by mail, by courier service, by facsimile, or by electronic transmission in accordance with Section 232 of the DGCL and any other applicable provision of law. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation. If given by electronic transmission, such notice shall be deemed given as provided by the DGCL.
Section 2.4 — Quorum
Except as otherwise required by law, the Certificate of Incorporation, or these Bylaws, the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication if authorized by the Board of Directors, or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of stockholders.
If a quorum shall not be present or represented at any meeting of stockholders, the chairperson of the meeting or the holders of a majority of the voting power present in person or represented by proxy and entitled to vote thereat may adjourn the meeting from time to time to another date, time, or place, if any, or to another means of remote communication, without further notice other than announcement at the meeting, except to the extent otherwise required by the DGCL.
At any adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting.
Section 2.5 — Voting
Except as otherwise provided by the Certificate of Incorporation, these Bylaws, the rules of the New York Stock Exchange, on which the Corporation's common stock is listed under the ticker symbol "CBRI," or applicable law, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of common stock, par value $0.01 per share, standing in the name of such stockholder on the books of the Corporation on the applicable record date.
All elections of directors shall be determined by a plurality of the votes cast by the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
All other matters properly brought before any meeting of stockholders shall, unless otherwise required by the Certificate of Incorporation, these Bylaws, the applicable rules of the New York Stock Exchange, or applicable law, be decided by the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter.
Section 2.6 — Proxies
Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy in any manner permitted by law.
No proxy shall be voted or acted upon after three (3) years from its date, unless such proxy expressly provides for a longer period.
Every proxy shall be filed with the Secretary of the Corporation or with such officer or agent of the Corporation as may be designated to receive proxies before or at the time of the meeting at which it is to be used.
Section 2.7 — Record Date
In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting.
If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.
Section 2.8 — Action by Written Consent
Subject to the Certificate of Incorporation and applicable law, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing or by electronic transmission, setting forth the action so taken, shall be signed or delivered by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Notwithstanding the foregoing, this Section 2.8 shall remain in effect in the foregoing form only for so long as Pinnacle Vista Capital Partners III, LP and its affiliates beneficially own shares representing a majority of the voting power of the Corporation's then-outstanding capital stock. At such time as Pinnacle Vista Capital Partners III, LP and its affiliates no longer beneficially own shares representing such majority of voting power, any action by written consent of stockholders shall thereafter require the unanimous written consent of all stockholders entitled to vote thereon, unless otherwise provided in the Certificate of Incorporation.
Prompt notice of the taking of corporate action by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission to such action to the extent required by the DGCL.
Section 2.9 — Inspectors of Election
Before any meeting of stockholders, the Board of Directors or the chairperson of the meeting may appoint one or more inspectors of election to act at the meeting or any adjournment thereof and to make a written report thereof. The Board of Directors or the chairperson of the meeting may designate one or more persons as alternate inspectors to replace any inspector who fails to act.
The inspector or inspectors of election, if any, shall have such duties and powers as are prescribed by the DGCL and such additional duties and powers as may be assigned by the Board of Directors or the chairperson of the meeting.
Section 2.10 — Advance Notice of Stockholder Nominations and Other Business
Section 2.10(a) — Annual Meeting Nominations and Business.  At an annual meeting of stockholders, nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made only:
1.  pursuant to the Corporation's notice of meeting, or any supplement thereto, given by or at the direction of the Board of Directors;
2.  by or at the direction of the Board of Directors or any committee thereof duly authorized to do so;
3.  by any stockholder of the Corporation who:
•  (A) was a stockholder of record of the Corporation at the time of giving the notice provided for in this Section 2.10 and is a stockholder of record at the time of the annual meeting,
•  (B) is entitled to vote at the meeting, and
•  (C) complies with the notice procedures and other applicable requirements set forth in this Section 2.10; or
4.  by any Eligible Stockholder, to the extent and in the manner provided in any proxy access provisions adopted by the Corporation and then in effect.
For purposes of these Bylaws, "public announcement" shall mean disclosure in a press release reported by a national news service, in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or in such other manner as is reasonably designed to inform the public or stockholders of the relevant event or information. For purposes of clause (4) above, "Eligible Stockholder" shall have the meaning, if any, specified in the Corporation's then-effective proxy access provisions.
Section 2.10(b) — Timing of Stockholder Notice.  To be timely with respect to an annual meeting of stockholders, a stockholder's notice shall be delivered to or mailed and received by the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day and not later than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year's annual meeting.
Notwithstanding the foregoing, in the event that the annual meeting is called for a date that is more than thirty (30) days before or more than seventy (70) days after such anniversary date, a stockholder's notice in order to be timely must be so delivered, or mailed and received, not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of:
1.  the ninetieth (90th) day prior to such annual meeting; and
2.  the tenth (10th) day following the day on which public announcement of the date of such annual meeting is first made by the Corporation.
In no event shall any adjournment, recess, postponement, or rescheduling of an annual meeting, or any public announcement thereof, commence a new time period or extend any time period for the giving of a stockholder's notice under this Section 2.10.
Section 2.10(c) — Contents of Stockholder Notice for Director Nominations.  A stockholder's notice to the Secretary with respect to any proposed nomination of a person for election or reelection as a director at an annual meeting shall set forth, as to each person whom the stockholder proposes to nominate for election as a director:
1.  all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including such person's name, age, business address, residence address, principal occupation or employment, and directorships and other positions required to be disclosed;
2.  such person's written consent to:
•  (A) being named in the Corporation's proxy statement and in any proxy materials relating to the meeting as a nominee, if applicable, and
•  (B) serving as a director of the Corporation if elected;
3.  a completed and signed questionnaire, representation, and agreement required by the Corporation, if any, including a completed director questionnaire in the form provided by the Secretary of the Corporation upon written request of the proposing stockholder;
4.  a representation by or on behalf of the nominee as to whether such nominee would be considered independent under the applicable listing standards of the New York Stock Exchange and the applicable rules and regulations of the Securities and Exchange Commission; and
5.  such other information as the Corporation may reasonably request to determine the eligibility, qualifications, independence, and suitability of such proposed nominee to serve as a director of the Corporation.
The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine whether such proposed nominee is eligible to serve as an independent director of the Corporation or could be subject to any disqualification under applicable law, regulation, or stock exchange rule.
Section 2.10(d) — Contents of Stockholder Notice for Other Business.  As to any business other than nominations that the stockholder proposes to bring before an annual meeting, the stockholder's notice shall set forth:
1.  a brief description of the business desired to be brought before the meeting;
2.  the text of the proposal or business, including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the exact language of the proposed amendment;
3.  the reasons for conducting such business at the meeting; and
4.  any material interest in such business of the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is made, including any anticipated benefit to such persons therefrom.
Section 2.10(e) — Information Required Regarding Proposing Stockholder and Beneficial Owner.  A stockholder's notice to the Secretary under this Section 2.10 shall also set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made:
1.  the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner;
2.  the class or series and number of shares of stock of the Corporation that are owned of record and beneficially by such stockholder and such beneficial owner;
3.  a description of any agreement, arrangement, or understanding with respect to the nomination or proposal between or among such stockholder, such beneficial owner, any proposed nominee, and any other person or persons, including any agreements, arrangements, or understandings concerning voting commitments, financial support, indemnification, reimbursement, or the future disposition of securities of the Corporation;
4.  a description of any derivative, synthetic, or other instrument, contract, arrangement, understanding, or relationship, the value, return, or effect of which is based upon or derived in whole or in part from the value of any class or series of shares of the Corporation, and any short interest, profit interest, option, warrant, convertible security, stock appreciation or similar right, hedging transaction, borrowed or loaned shares, repurchase or reverse repurchase transaction, or similar arrangement or understanding relating to any shares of the Corporation, whether or not subject to settlement in underlying shares of stock of the Corporation;
5.  a representation that the stockholder giving the notice intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting; and
6.  a representation as to whether the stockholder or the beneficial owner, if any, intends or is part of a group that intends:
•  (A) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation's outstanding capital stock required to elect the proposed nominee or to approve or adopt the proposal, as applicable, and/or
•  (B) otherwise to solicit proxies or votes from stockholders in support of such nomination or proposal.
The stockholder's notice shall further include any other information relating to such stockholder, beneficial owner, or proposed nominee that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents in support of the nomination or proposal pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder.
Section 2.10(f) — Updates and Supplements.  A stockholder providing notice of any nomination or other business proposed to be brought before a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of:
1.  the record date for determining the stockholders entitled to notice of the meeting; and
2.  the date that is ten (10) business days prior to the meeting or any adjournment, recess, postponement, or rescheduling thereof.
Any such update and supplement shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for determining the stockholders entitled to notice of the meeting in the case of the update required by clause (1) above, and not later than eight (8) business days prior to the date of the meeting or, if practicable, any adjournment, recess, postponement, or rescheduling thereof in the case of the update required by clause (2) above.
For the avoidance of doubt, the obligation to update and supplement as set forth in these Bylaws or any request for additional information by the Corporation shall not limit the Corporation's rights with respect to any deficiencies in any notice previously delivered.
Section 2.10(g) — Special Meeting Nominations.  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to the Board of Directors at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's notice of meeting may be made:
1.  by or at the direction of the Board of Directors or any committee thereof duly authorized by the Board of Directors; or
2.  provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any stockholder of the Corporation who:
•  (A) is a stockholder of record at the time of giving the notice provided for in this Section 2.10 and at the time of the special meeting,
•  (B) is entitled to vote at the meeting, and
•  (C) delivers a timely notice complying with the requirements of this Section 2.10.
In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder notice shall be delivered to or mailed and received by the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of:
1.  the ninetieth (90th) day prior to such special meeting; and
2.  the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.
In no event shall any adjournment, recess, postponement, or rescheduling of a special meeting, or any public announcement thereof, commence a new time period or extend any time period for the giving of a stockholder's notice as described above.
Section 2.10(h) — General.  Only persons who are nominated in accordance with the procedures set forth in this Section 2.10 shall be eligible to be elected as directors at a meeting of stockholders, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 2.10.
Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, the chairperson of the meeting shall have the power and duty to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed in accordance with this Section 2.10 and, if any proposed nomination or business is not in compliance with this Section 2.10, to declare that such defective nomination or proposal shall be disregarded.
Nothing in this Section 2.10 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act, to the extent such rule is applicable to the Corporation.
Section 2.11 — Conduct of Meetings
Meetings of stockholders shall be presided over by the Chairman of the Board or, in the Chairman's absence, by the Chief Executive Officer, or, in the absence of both, by such other person as may be designated by the Board of Directors. The Secretary of the Corporation shall act as secretary of the meeting, but in the Secretary's absence, the chairperson of the meeting may appoint any person to act as secretary of the meeting.
The chairperson of any meeting of stockholders shall have the authority to determine the order of business and to establish rules, regulations, and procedures for the conduct of the meeting as the chairperson shall deem appropriate. Such rules, regulations, and procedures may include, without limitation, rules and procedures for maintaining order and safety, limiting attendance to stockholders of record, beneficial owners, their duly authorized proxies, and such other persons as the chairperson shall determine, restricting entry to the meeting after the time fixed for commencement, establishing procedures for the opening and closing of the polls, and regulating the manner of voting and the conduct of discussion.
Section 2.12 — Meetings by Remote Communication
If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders may participate in and be deemed present in person at any meeting of stockholders by means of remote communication in accordance with Section 211(a) of the DGCL.
Participation by remote communication shall be subject to such reasonable measures as the Corporation may implement to verify that each person participating remotely is a stockholder or proxy holder, to provide such persons with a reasonable opportunity to participate in the meeting and vote on matters submitted to stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and to maintain a record of any votes or other actions taken by means of remote communication.
Article III — Board of Directors
Section 3.1 — General Powers
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by the DGCL or by the Certificate of Incorporation.
Without limiting the generality of the foregoing, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation, or these Bylaws required to be exercised or done by the stockholders.
Section 3.2 — Number; Qualification; Term of Office
Subject to the rights, if any, of the holders of any series of preferred stock to elect additional directors under specified circumstances and subject further to the Certificate of Incorporation, the number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution adopted by a majority of the entire Board of Directors, provided that in no event shall the number of directors be less than three (3) nor more than fifteen (15).
Effective as of the IPO Closing Date, the number of directors shall initially be seven (7), and the directors then serving shall be:
1.  Garrett Calloway — Co-Founder, Chairman & Chief Executive Officer — non-independent management director;
2.  Elaine Briggs — Co-Founder & President, Development — non-independent management director;
3.  Hugh Pemberton — Pinnacle Vista Capital Partners — non-independent investor designee;
4.  Diane Kovac — Pinnacle Vista Capital Partners — non-independent investor designee;
5.  Warren Okoro — independent director;
6.  Catherine Liang — independent director; and
7.  Richard Estavez — independent director.
The directors shall be divided into three classes, designated Class I, Class II, and Class III, as nearly equal in number as possible. The initial allocation of directors among such classes shall be determined by resolution of the Board of Directors consistent with the Certificate of Incorporation and applicable law.
The term of office of the initial Class I directors shall expire at the first annual meeting of stockholders following the IPO Closing Date. The term of office of the initial Class II directors shall expire at the second annual meeting of stockholders following the IPO Closing Date. The term of office of the initial Class III directors shall expire at the third annual meeting of stockholders following the IPO Closing Date. At each annual meeting of stockholders thereafter, directors elected to succeed those directors whose terms then expire shall be elected for a term of three (3) years, to hold office until the third succeeding annual meeting of stockholders following their election.
Each director shall hold office until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal from office.
Directors need not be stockholders of the Corporation unless so required by the Certificate of Incorporation or by resolution of the Board of Directors.
Section 3.3 — Vacancies and Newly Created Directorships
Subject to the rights, if any, of the holders of any series of preferred stock and subject to the rights set forth in the Amended and Restated Stockholders' Agreement among the Corporation, Pinnacle Vista Capital Partners III, LP, Garrett Calloway, and Elaine Briggs, any vacancy on the Board of Directors occurring for any reason, including because of death, resignation, retirement, disqualification, removal, or otherwise, and any newly created directorship resulting from any increase in the authorized number of directors, may be filled solely by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by the sole remaining director.
Any director elected to fill a vacancy shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, disqualification, or removal. Any director elected to fill a newly created directorship shall hold office for the term assigned by the Board of Directors consistent with the classified board structure set forth in the Certificate of Incorporation and these Bylaws.
No decrease in the number of authorized directors constituting the Board of Directors shall shorten the term of any incumbent director.
Section 3.4 — Removal
Subject to the rights of the holders of any series of preferred stock then outstanding and except as otherwise provided by the Certificate of Incorporation, any director or the entire Board of Directors may be removed from office, with or without cause, only by the affirmative vote of the holders of at least a majority of the voting power of the then-outstanding shares of stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
Notwithstanding the foregoing, following such time as the Corporation ceases to qualify as a "controlled company" under the rules of the New York Stock Exchange, including at such time as Pinnacle Vista Capital Partners III, LP and its affiliates no longer hold shares representing a majority of the Corporation's voting power, any director or the entire Board of Directors may thereafter be removed only for cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of the then-outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.
Section 3.5 — Resignation
Any director may resign at any time upon notice given in writing or by electronic transmission to the Chairman of the Board, the Chief Executive Officer, or the Secretary of the Corporation.
Such resignation shall be effective at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If no effective time is specified, such resignation shall be effective upon delivery.
Section 3.6 — Regular Meetings
Regular meetings of the Board of Directors may be held at such times and at such places, within or without the State of Delaware, or by means of remote communications equipment permitted by these Bylaws and applicable law, as may from time to time be determined by the Board of Directors.
Notice of regular meetings of the Board of Directors need not be given if the date, time, and place thereof, or the means of remote communication by which the meeting is to be held, shall have been fixed by resolution of the Board of Directors.
Section 3.7 — Special Meetings
Special meetings of the Board of Directors may be called by the Chairman of the Board, the Chief Executive Officer, or by a majority of the directors then in office.
Notice of any special meeting of the Board of Directors shall be given to each director at least twenty-four (24) hours before the meeting if given in person, by telephone, voicemail, or electronic transmission, and at least forty-eight (48) hours before the meeting if given by mail. Such notice shall state the date, time, and place of the meeting, if any, or the means of communication by which directors may participate. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice of such meeting except to the extent required by law.
A notice, or waiver of notice, of a meeting of the Board of Directors need not specify the purpose of the meeting unless otherwise required by the DGCL, the Certificate of Incorporation, or these Bylaws.
Section 3.8 — Quorum
Except as otherwise provided by law, the Certificate of Incorporation, or these Bylaws, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time until a quorum shall be present.
The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors unless a greater number is required by the Certificate of Incorporation, these Bylaws, or the DGCL.
Section 3.9 — Action by Written Consent
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors.
Any such consent shall have the same force and effect as a unanimous vote of the Board of Directors at a duly called and held meeting.
Section 3.10 — Meetings by Telephone or Other Communications Equipment
Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone, video conference, or other communications equipment by means of which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this Section 3.10 shall constitute presence in person at such meeting.
Section 3.11 — Compensation of Directors
Unless otherwise restricted by the Certificate of Incorporation, the Board of Directors shall have the authority to fix the compensation of directors for service on the Board of Directors and on any committee thereof, including cash retainers, equity awards, meeting fees, and reimbursement of expenses.
Directors may be paid their reasonable expenses, if any, of attendance at each meeting of the Board of Directors or any committee thereof and such other expenses as may be approved by the Board of Directors or any authorized committee.
Nothing contained in this Section 3.11 shall be construed to preclude any director from serving the Corporation in any other capacity, whether as an officer, employee, consultant, or otherwise, and receiving compensation therefor.
In connection with the discharge of its responsibilities relating to director and executive compensation, the Board of Directors and any duly authorized committee thereof may engage and rely upon compensation consultants and other advisors. As of the IPO Closing Date, the Board-retained compensation consultant is Clarendon Rowe Advisory Group LLC, which may advise the Board of Directors and the Compensation Committee on director and executive compensation benchmarking and related matters.
Section 3.12 — Interested Directors
No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other entity in which one or more of the Corporation's directors or officers are directors, officers, equityholders, members, managers, partners, or otherwise have a financial interest, shall be void or voidable solely for this reason, or solely because the interested director or officer is present at or participates in the meeting of the Board of Directors or committee thereof that authorizes the contract or transaction, or solely because such person's votes are counted for such purpose, if the requirements of Section 144 of the DGCL are satisfied.
Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof that authorizes such contract or transaction to the extent permitted by the DGCL.
Article IV — Committees of the Board of Directors
Section 4.1 — Establishment of Committees
The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation, to serve at the pleasure of the Board of Directors and to have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.
The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.
In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.
Section 4.2 — Audit Committee
The Board of Directors shall establish an Audit Committee. The Audit Committee shall consist of at least three (3) members, each of whom shall satisfy the independence and other qualification requirements of the applicable rules and regulations of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange, subject to any applicable phase-in periods, transition accommodations, or exemptions, including any exemption or accommodation available to the Corporation as a controlled company or newly public company, to the extent permitted by applicable law and listing standards.
As of the IPO Closing Date, Warren Okoro is designated as the audit committee financial expert for purposes of the applicable rules and regulations of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange.
The Audit Committee shall be responsible for such matters as are delegated to it by the Board of Directors or set forth in its charter, including oversight of:
1.  the integrity of the Corporation's financial statements and financial reporting processes;
2.  the Corporation's internal accounting controls, disclosure controls and procedures, and related compliance processes;
3.  the qualifications, independence, and performance of the Corporation's independent registered public accounting firm, initially Ashford & Pemberton LLP, or such other independent registered public accounting firm as may thereafter be appointed;
4.  the performance of the Corporation's internal audit or finance functions to the extent applicable;
5.  the review, approval, and oversight of related-party transactions; and
6.  the Corporation's compliance with legal and regulatory requirements to the extent assigned to the Audit Committee by its charter or by the Board of Directors.
The Audit Committee shall have a written charter approved by the Board of Directors, and the committee shall act in accordance with such charter as it may be amended from time to time.
Section 4.3 — Compensation Committee
The Board of Directors shall establish a Compensation Committee. The Compensation Committee shall consist of at least two (2) members, each of whom shall satisfy the independence and other qualification requirements of the applicable rules and regulations of the Securities and Exchange Commission and the listing standards of the New York Stock Exchange, subject to any applicable phase-in periods and transition rules.
As of the IPO Closing Date, the initial members of the Compensation Committee shall be Catherine Liang, who shall serve as Chair, Richard Estavez, and Warren Okoro.
The Compensation Committee shall be responsible for such matters as are delegated to it by the Board of Directors or set forth in its charter, including:
1.  reviewing and approving the compensation of the Corporation's executive officers;
2.  overseeing the Corporation's compensation philosophy, policies, and programs;
3.  administering, or supervising the administration of, the Corporation's 2022 Omnibus Equity Incentive Plan, under which 12,727,273 shares are reserved for issuance, representing ten percent (10%) of the Corporation's post-IPO outstanding shares on a fully exercised basis of 127,272,727 shares;
4.  administering, or supervising the administration of, the Corporation's 2022 Employee Stock Purchase Plan, under which 2,545,455 shares are reserved for issuance, representing two percent (2%) of the Corporation's post-IPO outstanding shares;
5.  engaging, retaining, overseeing, and evaluating compensation consultants, legal counsel, and other advisors to the committee; and
6.  making recommendations to the Board of Directors with respect to director compensation and such other compensation-related matters as the Board of Directors may refer to the committee.
The Compensation Committee shall have a written charter approved by the Board of Directors, and the committee shall act in accordance with such charter as it may be amended from time to time.
Section 4.4 — Nominating and Corporate Governance Committee
The Board of Directors shall establish a Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee shall consist of at least two (2) members.
As of the IPO Closing Date, the initial members of the Nominating and Corporate Governance Committee shall be Richard Estavez, who shall serve as Chair, Catherine Liang, and Hugh Pemberton.
For so long as the Corporation qualifies as a "controlled company" under the rules of the New York Stock Exchange, the Nominating and Corporate Governance Committee shall not be required to consist entirely of independent directors to the extent permitted by such rules. Upon the Corporation's loss of controlled-company status, the composition of the Nominating and Corporate Governance Committee shall transition to full independence within the applicable phase-in period required by the listing standards of the New York Stock Exchange.
The Nominating and Corporate Governance Committee shall be responsible for such matters as are delegated to it by the Board of Directors or set forth in its charter, including:
1.  identifying, evaluating, and recommending to the Board of Directors individuals qualified to serve as directors;
2.  recommending to the Board of Directors nominees for election at each annual meeting of stockholders or to fill vacancies on the Board of Directors;
3.  developing and recommending to the Board of Directors corporate governance guidelines and related governance policies;
4.  overseeing the evaluation of the Board of Directors and its committees; and
5.  such other governance matters as the Board of Directors may from time to time assign.
The Nominating and Corporate Governance Committee shall have a written charter approved by the Board of Directors, and the committee shall act in accordance with such charter as it may be amended from time to time.
Section 4.5 — Committee Rules
Each committee of the Board of Directors shall keep regular minutes of its proceedings and shall report the same to the Board of Directors when requested or otherwise as appropriate.
Each committee may adopt its own rules of procedure to the extent not inconsistent with the Certificate of Incorporation, these Bylaws, the committee's charter, any resolution of the Board of Directors, or the DGCL.
Unless the Board of Directors otherwise provides, each committee shall conduct its business and affairs in the same manner as the Board of Directors conducts its business and affairs pursuant to these Bylaws, including with respect to meetings, notice, quorum, action without a meeting, and participation by means of communications equipment.
Section 4.6 — Delegation of Authority
Any committee of the Board of Directors, to the extent provided in the resolution or resolutions of the Board of Directors designating such committee or in the charter of such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation.
Notwithstanding the foregoing, no such committee shall have the power or authority to:
1.  approve or adopt, or recommend to the stockholders, any action or matter, other than the election or removal of directors, expressly required by the DGCL to be submitted to stockholders for approval; or
2.  adopt, amend, or repeal any bylaw of the Corporation.
Nothing in this Section 4.6 shall be construed to permit any committee to exercise any authority prohibited by the DGCL.
Article V — Officers
Section 5.1 — Officers Designated
The officers of the Corporation shall include a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time elect or appoint.
Any two or more offices may be held by the same person, except that the offices of Chief Executive Officer and Secretary shall not be held by the same person.
As of the IPO Closing Date, the officers of the Corporation shall be:
1.  Garrett Calloway — Chairman of the Board and Chief Executive Officer;
2.  Elaine Briggs — President, Development;
3.  Marcus Yoon — Chief Financial Officer;
4.  Sandra Haverford — General Counsel & Corporate Secretary;
5.  Dale Renfroe — Chief Operating Officer;
6.  Priya Anand — Senior Vice President, Finance & Treasurer;
7.  Tomás Quintero — Senior Vice President, Project Development; and
8.  Rachel Whitmore — Chief People Officer.
The enumeration of particular officers in these Bylaws shall not be deemed to limit the authority of the Board of Directors to create, designate, or appoint such additional or assistant officers as it may consider necessary or desirable for the conduct of the Corporation's business.
Section 5.2 — Election and Term of Office
The officers of the Corporation shall be elected by the Board of Directors at such times and in such manner as the Board of Directors shall determine.
Each officer shall hold office until such officer's successor shall have been duly elected or appointed and qualified, or until such officer's earlier death, resignation, or removal.
The Board of Directors may require any officer to give bond for the faithful performance of such officer's duties in such amount and with such sureties as the Board of Directors may determine.
Section 5.3 — Removal
Any officer of the Corporation may be removed, with or without cause, by the Board of Directors at any time.
Any such removal shall be without prejudice to the contractual rights, if any, of the person so removed.
Section 5.4 — Resignation
Any officer may resign at any time by delivering written notice to the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the Secretary of the Corporation.
Any such resignation shall take effect at the time specified therein, or if no time is specified, upon delivery thereof, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5.5 — Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause may be filled by the Board of Directors for the unexpired portion of the term.
Pending action by the Board of Directors, the duties of a vacant office may be performed by such other officer as the Board of Directors, the Chairman of the Board, or the Chief Executive Officer may designate to the extent consistent with applicable law and these Bylaws.
Section 5.6 — Chairman of the Board
The Chairman of the Board shall preside at all meetings of the Board of Directors and, except as otherwise provided in these Bylaws, at all meetings of the stockholders.
The Chairman of the Board shall perform such other duties and have such other powers as may from time to time be assigned by the Board of Directors.
Section 5.7 — Chief Executive Officer
Subject to the authority of the Board of Directors, the Chief Executive Officer shall have general charge and supervision of the business and affairs of the Corporation and shall see that the resolutions and directives of the Board of Directors are carried into effect.
The Chief Executive Officer shall have power to execute and deliver in the name and on behalf of the Corporation certificates, contracts, deeds, instruments, and other documents of the Corporation, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be otherwise required by law to be signed or executed by another person.
The Chief Executive Officer shall perform all duties incident to the office of Chief Executive Officer and such other duties as may from time to time be assigned by the Board of Directors.
Section 5.8 — President
The President shall have such duties and powers as may from time to time be prescribed by the Board of Directors or the Chief Executive Officer.
In the absence or disability of the Chief Executive Officer, the President shall perform the duties and exercise the powers of the Chief Executive Officer, subject to the control of the Board of Directors and except to the extent the Board of Directors shall otherwise provide.
Section 5.9 — Chief Financial Officer
The Chief Financial Officer shall have general supervision of the financial affairs of the Corporation and shall be responsible for the financial reporting, financial planning, treasury, capital structure, accounting, and other finance functions of the Corporation, subject to the oversight of the Board of Directors and any applicable committee thereof.
The Chief Financial Officer shall render to the Chief Executive Officer and the Board of Directors, whenever they may require it, an account of the financial condition of the Corporation and shall perform all duties incident to the office of Chief Financial Officer and such other duties as may be assigned from time to time by the Board of Directors or the Chief Executive Officer.
Section 5.10 — Secretary
The Secretary shall:
1.  keep or cause to be kept the minutes of all meetings of the stockholders and of the Board of Directors and of committees of the Board of Directors in books or records provided for that purpose;
2.  see that all notices are duly given in accordance with these Bylaws and as required by law;
3.  be custodian of the corporate records and of the seal of the Corporation, if any; and
4.  maintain or cause to be maintained a stock ledger or have charge of the stock ledger of the Corporation.
The Secretary shall perform all other duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer.
As of the IPO Closing Date, the Corporate Secretary of the Corporation is Sandra Haverford.
Section 5.11 — Treasurer
The Treasurer shall have custody of all funds and securities of the Corporation, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.
The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, the Chief Financial Officer, and the Board of Directors, whenever requested, an account of all such transactions and of the financial condition of the Corporation.
As of the IPO Closing Date, the Treasurer of the Corporation is Priya Anand, who serves as Senior Vice President, Finance & Treasurer.
Section 5.12 — Other Officers
Such other officers and assistant officers as the Board of Directors may deem necessary or advisable may be elected or appointed by the Board of Directors.
Each such officer or assistant officer shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.
Article VI — Stock
Section 6.1 — Certificates; Uncertificated Shares
The shares of stock of the Corporation may be represented by certificates or may be uncertificated, as provided under the DGCL and as determined by the Board of Directors from time to time.
Every holder of certificated shares shall be entitled to a certificate representing the number of shares registered in such holder's name on the books of the Corporation. Each such certificate shall be signed by, or in the name of the Corporation by, the Chairman of the Board, the Vice Chairman of the Board, the President, or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by such holder in the Corporation.
Any or all of the signatures on a certificate may be facsimile signatures to the extent permitted by law. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.
Notwithstanding the foregoing, the Board of Directors may provide by resolution that some or all of any class or series of stock of the Corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof the written notice required by the DGCL.
Continental Shareowner Services, Inc. shall serve as the transfer agent and registrar of the Corporation's common stock, unless and until a successor transfer agent and registrar is duly appointed.
Section 6.2 — Transfers of Stock
Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation or by the transfer agent therefor, if any, by the holder of record thereof, by such holder's legal representative, or by such holder's attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with the transfer agent.
Transfers of certificated shares shall be made only upon the surrender of the certificate or certificates representing such shares, properly endorsed for transfer or accompanied by proper evidence of succession, assignment, or authority to transfer.
Subject to applicable law, the Certificate of Incorporation, these Bylaws, and any applicable agreement relating to transfer restrictions, the Board of Directors may make such additional rules and regulations as it may deem expedient concerning the issue, transfer, and registration of shares of stock of the Corporation.
Section 6.3 — Lost, Stolen, or Destroyed Certificates
The Corporation may issue a new certificate, or may register uncertificated shares, in place of any certificate theretofore issued by the Corporation that is alleged to have been lost, stolen, or destroyed.
The Board of Directors may, in its discretion and as a condition precedent to the issuance of any such new certificate or registration of uncertificated shares, require the owner of the lost, stolen, or destroyed certificate, or such owner's legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond, in such sum as the Board of Directors may direct, sufficient to indemnify the Corporation, its transfer agent, registrar, officers, and agents against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen, or destroyed.
Section 6.4 — Record Date
In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or in order to make a determination of stockholders for any other lawful action, the Board of Directors shall fix a record date.
Such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not be more than sixty (60) days nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to any other action, including the payment of any dividend or other distribution.
Section 6.5 — Dividends
Subject to applicable law and the provisions of the Certificate of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors and may be paid in cash, in property, or in shares of the Corporation's capital stock.
Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, to equalize dividends, to repair or maintain any property of the Corporation, or for any proper purpose of the Corporation.
The Corporation does not anticipate paying cash dividends following the IPO Closing Date. In addition, the Corporation's credit agreements with Veltrano National Bank contain restrictions on the payment of dividends. Accordingly, any determination to declare and pay dividends shall be subject not only to applicable law and the Certificate of Incorporation, but also to contractual restrictions and to the Board of Directors' assessment of the Corporation's financial condition, operating results, capital requirements, and other relevant considerations.
Section 6.6 — Registered Stockholders
The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock for all purposes, including the right to receive dividends and notices, to vote as such owner, and to hold liable for calls and assessments, if any.
The Corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not i