Standalone, versioned terms. A clause composes into a constitution as an ordinary
article, so an entity grows toward an LLC, a corporation or any other form by
adopting clauses rather than by switching documents. Each clause binds the
namespaces above and is published with its own text, model fragment and sample.
The rendered text is served from
templates.entity.id.
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Amendment of the Bylaws
bylaw-amendment@1.0.0
Who may adopt, amend or repeal the bylaws, and on what vote - the second-tier document, distinct from amending this Constitution.
Binds id.entity.core@2.2.0 · fills bylawStakeholderThresholdText
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Arbitration
arbitration@1.0.0
Submits disputes to a named arbitral forum before any court is approached, with the provider, the venue and the binding effect all stated as terms rather than assumed.
Binds id.entity.core@2.2.0 · fills arbitrationProvider, arbitrationVenue, bindingEffect, feeAllocation
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Board of Directors
board@2.0.0
The business and affairs of the Entity are managed by or under the direction of a board, whose size is fixed as the bylaws provide; how directors are elected, how long they hold office, and on what vote a director or the whole board may be removed. Consolidates the board, election and removal terms that 1.0.0 carried as three clauses: directors, election and removal are one term, stated once.
Binds id.entity.ext.e7@0.1.0 · fills constituentNounPlural, removalThresholdText
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Cumulative Voting
cumulative-voting@1.0.0
Whether a holder may concentrate votes on one candidate in a director election, and the notice required to do so.
Binds id.entity.ext.e7@0.1.0 · fills constituentNoun, constituentNounPlural
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Director and Officer Liability
do-liability@1.0.0
Eliminates the personal liability of directors and officers for monetary damages for breach of fiduciary duty, to the fullest extent the governing law allows.
Binds id.entity.core@2.2.0 · fills jurisdiction
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Duration and Dissolution
dissolution-duration@1.0.0
How long the Entity exists, when it is dissolved, and what it may do afterwards.
Binds id.entity.core@2.2.0 · fills term
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Entity Type
entity-type@1.0.0
Declares what the Entity is - a corporation, a limited liability company, a partnership, a marriage, a network - so every later clause reads against a stated form. The running text keeps saying Entity; this clause is where the form is pinned.
Binds id.entity.core@2.2.0 · fills entityType, entityTypeDescription
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Governing Law
governing-law@1.0.0
Names the law under which this Constitution is read and the Entity's internal affairs are decided. The base constitution carries only the slot; adopting this clause is the act that attaches the Entity to a legal system.
Binds id.entity.core@2.2.0 · fills jurisdiction, lawName
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Incorporator
incorporator@1.0.0
Names the incorporator and the mailing address recorded for them. A charter is subscribed by a person or entity in this capacity, and the statutes require the name and address to be stated; in Delaware that person need not be a constituent, and need not be a natural person.
Binds id.entity.core@2.2.0 · fills incorporatorName, incorporatorAddress
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Indemnification
indemnification@1.0.0
Authorizes the Entity to indemnify its directors, officers and agents, and to advance their expenses, to the fullest extent the governing law allows.
Binds id.entity.core@2.2.0 · fills jurisdiction
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Management
management@1.0.0
Who manages the entity - a manager, the constituents acting together, or a body named in the record - and the managers of record at adoption. Added when an entity adopts the management module; this is the clause that moves an entity toward a managed LLC.
Binds id.entity.core@2.2.0 · fills managementBody, managersList
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Name
name@1.0.0
The Entity's name and the identifier it is known by on the register. Carried as a standalone clause so a document that is not the constitution itself can still state the name the same way.
Binds id.entity.core@2.2.0 · fills entityName, identifier
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Officers
officers@1.0.0
The officer roles the Entity has, who appoints them, and the seats held at adoption. Presupposes a Board of Directors, which appoints and removes them.
Binds id.entity.ext.e7@0.1.0 · fills officersList
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Open Registry
open-registry@1.0.0
Records that the Entity is constituted on the Open Registry and accepts the Open Registry Rules in force at adoption, naming the version. Adopted when the Entity registers; a charter drafted before registration carries no such article, because it would claim a fact that is not yet true.
Binds id.entity.registry@0.1.0 · fills rulesVersion
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Purpose
purpose@1.0.0
States the purpose for which the Entity is organized, in the broad form a corporate charter uses. Required of a corporation; a Delaware limited liability company never states one.
Binds id.entity.core@2.2.0 · fills lawName
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Registered Agent
registered-agent@1.0.0
The entity designates a registered agent to receive service of process, and states the registered office as distinct from the principal office. Added when an entity adopts the registered-agent module; required before a jurisdictional deployment that demands an agent of record.
Binds id.entity.ext.e4@0.1.0 · fills agentName, agentAddress, agentJurisdiction
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Right to Amend
right-to-amend@1.0.0
Reserves to the Entity the right to amend, alter, change or repeal any provision of this Constitution, with every right conferred granted subject to that reservation.
Binds id.entity.core@2.2.0 · fills
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Share Structure
shares@2.0.0
Authorized shares, their class and par value, in the wording a Delaware corporate charter uses. Supersedes the Entity.ID drafting shipped at 1.0.0.
Binds id.entity.ext.e1@0.1.0 · fills shareClassName, authorizedShares, parValue