Ainos, Inc 8-K, filed Oct 16, 2026
Ainos, Inc. (AIMD)
About this 8-K
Ainos, Inc filed this 8-K on October 16, 2026, reporting on events of October 14, 2026.
Ainos, Inc.'s board on October 14, 2026 unanimously approved second amended and restated bylaws adopting a classified board with three classes and amended Corporate Governance Policies reflecting that structure. AI summary
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year
On October 14, 2026, the board of directors (the “Board”) of Ainos, Inc., a Texas corporation (the “Company”), unanimously approved the second amended and restated bylaws (the “Restated Bylaws”) of the Company, effective immediately, which among other things, adopted a classified board structure under which the directors are divided into three classes, designated as Class I, Class II and Class III, each class consisting, as nearly equal in number as possible, of one-third of the total number of directors constituting the entire Board.
Effective upon the effectiveness of the Restated Bylaws, the current directors are hereby assigned to classes as follows: Class I (term expiring at the 2026 annual meeting of shareholders): Ting-Chuan Lee, Chun-Jung Tsai, and Chung-Yi Tsai; Class II (term expiring at the 2027 annual meeting): Yao-Chung Chiang and Pao-Sheng Wei; Class III (term expiring at the 2028 annual meeting): Chun-Hsien Tsai and Wen-Han Chang; and that directors elected at each annual meeting thereafter to succeed the class whose term expires shall be elected for a term expiring at the third succeeding annual meeting, and each director shall hold office until his or her successor is elected and qualified, or until earlier death, resignation or removal.
The foregoing description of the amendment is qualified in its entirety by reference to the full text of the Restated Bylaws of the Company, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and herein incorporated by reference.
Item 8.01 Other Events.
On the same day, the Board unanimously approved the amended Corporate Governance Policies of the Board (the “Corporate Governance Policies”), which among other things, reflected the classified board structure disclosed above.
A copy of the Corporate Governance Policies is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Second Amended and Restated Bylaws of Ainos, Inc. | |
| 99.1 | Corporate Governance Policies of the Board of Directors, as amended | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ainos, Inc. | ||
| Date: October 16, 2026 | By: | /s/ Chun-Hsien Tsai |
| Name: | Chun-Hsien Tsai | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 3.1
AINOS, INC.
SECOND AMENDED AND RESTATED BYLAWS – EFFECTIVE OCTOBER 14, 2026
ARTICLE I: SHAREHOLDERS
Section 1. Annual Meeting. Annual meetings of the shareholders shall be held each year within the fiscal year following the fiscal year end of the corporation, at a date, time and location (including virtually by remote communication) determined by resolution of the Board of Directors for the purpose of electing directors and transacting such other business as may properly come before the meeting.
Section 2. Special Meeting. A special meeting of shareholders may be called at any time by the holders of at least ten percent (10%) of the outstanding stock entitled to vote at such meeting, by the Board of Directors, by the Chairman of the Board, if any, or by the President. Only such business shall be transacted at a special meeting as maybe stated or indicated in the notice of such meeting.
Section 3. Place. The annual meeting of shareholders may be held at any place within or without the State of Texas designated by the Board of Directors. Special meetings of shareholders may be held at any place within or without the State of Texas designated by the Board of Directors or, in the absence of such designation, by the chief executive officer. Any meeting may be held at any place within or without the State of Texas designated in a waiver of notice of such meeting signed by shareholders. Meetings of shareholders shall be held at the principal office of the Corporation unless another place is designated for meetings in the manner provided herein.
Section 4. Notice. Written or printed notice stating the place, day and hour of each meeting of shareholdersand, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail or electronic transmission, to each shareholder entitled to vote at such meeting. Such notice, if given by electronic transmission, shall be effective only if the shareholder receiving such notice shall have previously consented to receive notices by electronic transmission, and shall be sent using a form of electronic transmission specified by the shareholder.
Section 5. Advance Notice of Shareholder Proposals
At any annual meeting of the shareholders, only such business will be conducted or considered as is properly brought before the annual meeting (i) as specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) by the presiding officer or by or at the direction of a majority of the Board of Directors, or (iii) by any shareholder or group of shareholders entitled to vote at the annual meeting who comply with the procedures set forth in this Section 5.
For business properly to be brought before an annual meeting by shareholder(s), the shareholder(s) must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely in connection with an annual meeting, a shareholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than ninety (90) nor more than one-hundred twenty (120) calendar days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30) calendar days prior to such anniversary date or delayed more than sixty (60) calendar days after such anniversary date then to be timely such notice must be received by the Corporation no later than the later of seventy (70) calendar days prior to the date of the annual meeting or the close of business on the seventh (7th) calendar day following the date on which notice of the annual meeting is first mailed by or on behalf of the Corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of the notice required by this Section 5.
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To be in proper written form, the notice to the Secretary shall set forth in writing, either in the mail or pursuant to Article VI, Section 4 of these Bylaws, as to each matter the shareholder(s) propose to bring before the annual meeting:
(1) a description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting;
(2) the text of the proposal or business (including the text of any resolutions proposed for consideration);
(3) the shareholder’s name and address, as they appear on the Corporation’s books;
(4) the class and number of shares of the Corporation and any other securities of the Corporation which are, directly or indirectly, owned by such shareholder, and any derivatives, hedged positions, synthetic and temporary ownership techniques, swaps, securities loans, timed purchases and other economic and voting interests or similar positions, securities or interests held by such shareholder with respect to the Corporation’s securities;
(5) any proxy (other than a revocable proxy given solely in response to a solicitation made by such shareholder to all of the Corporation’s other shareholders pursuant to a publicly disclosed proxy solicitation statement, a true and complete copy of which has previously been delivered to the Secretary of the Corporation at the principal executive offices of the Corporation);
(6) any interest of the shareholder or its proxy in such business being proposed; and
(7) any agreements the shareholder proposing such business has with other persons or entities in connection with such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 5. The presiding of the meeting shall refuse to acknowledge or consider any business that is not properly brought before the meeting in accordance with the provisions of this Section 5.
Section 6. Quorum. The holders of at least one-third of the outstanding stock entitled to vote thereat and present in person or by proxy, shall constitute a quorum. Except as otherwise required by law, the Articles of Incorporation or these Bylaws, the act of a majority of the stock at any meeting at which a quorum is present shall be the act of the shareholders’ meeting. The shareholders present at any meeting, though less than a quorum, may adjourn the meeting, and any business may be transacted at the adjournment that could be transacted at the original meeting. No notice of adjournment, other than the announcement at the meeting, need be given.
Section 7. Proxies. At all meetings of shareholders, a shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxies shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable or unless otherwise made irrevocable by law.
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Section 8. Voting of Shares. Each outstanding share of a class entitled to vote upon a matter submitted to a vote at a meeting of shareholders shall be entitled to one vote on such matter.
Section 9. Fixing of Record Date for Determining Shareholders
For the purpose of determining shareholders entitled to notice of and to vote at any meeting of shareholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall be not more than sixty (60) (or the maximum number permitted by applicable law) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of and to vote at a meeting of shareholders shall be at 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. A determination of shareholders of record entitled to notice of and to vote at the meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
For the purpose of determining shareholders entitled to consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which date shall not be more than ten (10) (or the maximum number permitted by applicable law) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date has been fixed by the Board, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board is required by the Texas Business Corporation Act, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Texas, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board and prior action by the Board is required by the Texas Business Corporation Act, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.
For the purpose of determining shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of shares, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not less than ten (10) and not more than sixty (60) (or the maximum number permitted by applicable law) days prior to such action. If no record date is fixed, the record date for determining shareholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.
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Section 10. List of Shareholders. A complete list of shareholders entitled to vote at each shareholders’ meeting, arranged in alphabetical order, with the address of and number of shares held by each, shall be prepared by the Secretary and filed at the registered office of the Corporation and shall be subject to inspection by any shareholder during usual business hours for a period of ten (10) days prior to such meeting and shall be produced at such meeting and at all times during such meeting be subject to inspection by any shareholder.
Section 11. Action Without Meeting. Any action permitted or required by law, by these Bylaws or by the Certificate of Formation of the Corporation to be taken at a meeting of shareholders of the Corporation may be taken without a meeting or by means of conference telephone as provided in Article VI, Section 6 of the Bylaws.
ARTICLE II: BOARD OF DIRECTORS
Section 1. Number, Classification, and Term of Office. The business and property of the Corporation shall be managed by the Board of Directors, and subject to the restrictions imposed by law, the Certificate of Formation or by these Bylaws, they may exercise all the powers of the Corporation.
The directors shall be divided into three classes, designated Class I, Class II and Class III, each class consisting, as nearly equal in number as possible, of one-third of the total number of directors constituting the entire Board of Directors. The Board of Directors is authorized to assign members of the Board of Directors already in office to such classes at the time the classification becomes effective. The terms of the initial Class I directors shall terminate on the date of the first annual meeting of stockholders held after the effective date of this Article II; the term of the initial Class II directors shall terminate on the date of the second annual meeting of stockholders held after the effective date of this Article II; and the term of the initial Class III directors shall terminate on the date of the third annual meeting of stockholders held after the effective date of this Article II. At each annual meeting of stockholders beginning with the first annual meeting held after the effective date of this Article II, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term.
The Board of Directors shall consist of not less than one nor more than thirty directors, as so determined from time to time by resolution of the Board of Directors. Within the above limits, the number of directors may be increased or decreased (provided such decrease does not shorten the term of any incumbent director) from time to time by resolution of the Board of Directors. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional directors of any class elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining terms of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.
Each director shall hold office until the annual meeting at which his or her term expires and until his successor shall have been elected and qualified, subject to earlier death, resignation, disqualification or removal. Directors need not be shareholders nor residents of Texas. Any director may be removed from office, with or without cause, by a majority vote of the shareholders at any meeting at which a forum of shareholders is present; provided that, if the Articles of Incorporation do not expressly deny to shareholders the right of cumulative voting for the election of directors and if less than the entire Board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors.
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Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. In case of any increase in the number of directors, the additional directors shall be elected at an annual or special meeting of shareholders called for that purpose or by the Board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that during a period between two successive annual meetings of shareholders, the Board of Directors may not fill more than two vacancies created by an increase in the number of directors.
Section 2. General Powers. The business and affairs of the corporation shall be managed by the Board of Directors, who may exercise all such powers of the corporation and do all such lawful acts and things as are not by law, the Certificate of Formation or these Bylaws directed or required to be exercised or done by the shareholders.
Section 3. Meetings of Directors. The directors may hold their meetings and may have an office and keep the books of the Corporation, except as otherwise provided by statute, in such place or places in the State of Texas, or outside the State of Texas, as the Board of Directors may from time to time determine.
Section 4. First Meeting. Each newly elected Board of Directors may hold its first meeting for the purpose of organization and the transaction of business, if a quorum is present, immediately after and at the same place as the annual meeting of the shareholders, and no notice of such meeting shall be necessary.
Section 5. Election of Officers. At the first meeting of the Board of Directors in each year at which a quorum shall be present, held next after the annual meeting of shareholders, the Board of Directors shall proceed to the election of the officers of the Corporation.
Section 6. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as shall be designated from time to time by resolution of the Board of Directors. Notice of such regular meetings shall not be required.
Section 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, if any, the President, or by a majority of the directors for the time being in office. Each such special meeting shall be held at such time and place as shall be designated by the officer or directors calling such meeting.
Section 8. Notice. The Secretary shall give notice of each special meeting in person, or by mail or electronic transmission, to each director at least four (4) hours before the time of such meeting. Such notice, if given by electronic transmission, shall be effective only if the director receiving such notice shall have previously consented to receive notices by electronic transmission, and shall be sent using a form of electronic transmission specified by the director. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transactions any business on the grounds that the meeting is not lawfully called or convened.
Notice may also be waived in writing as provided in Article VI, Section 4 of these Bylaws. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or written waiver of notice of such meeting.
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Section 9. Quorum. A majority of the directors fixed in the manner provided in these Bylaws shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there be less than a quorum present, a majority of those present or any director solely present may adjourn the meeting from time to time without further notice. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall be the act of the Board of Directors, unless the act of a greater number is required by the Articles of Incorporation or by these Bylaws.
Section 10. Order of Business. At meetings of the Board of Directors, business shall be transacted in such order as from time to time the Board may determine.
At meetings of the Board of Directors, the Chairman of the Board, if any, shall preside. In the absence of the Chairman of the Board, the President shall preside, and in the absence of the President, a chairman shall be chosen by the Board from among the directors present. The Secretary of the Corporation shall act as secretary of the meetings of the Board of Directors, but in the absence of the Secretary, the presiding officer may appoint any person to act as secretary of the meeting.
Section 11. Compensation. The Board of Directors may provide for the compensation to members of the Board of Directors upon the recommendation of its Compensation Committee and in accordance with its Compensation Policies; provided, that nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity or receiving compensation therefor.
Section 12. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 13. Action Without Meeting. Any action permitted or required by law, by these Bylaws or by the Articles of Incorporation of the Corporation, to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting or by means of conference telephone as provided in Article VI, Section 6 of these Bylaws.
Section 14. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, except that no such committee shall have the authority of the Board of Directors in reference to amending the Articles of Incorporation, approving a merger or consolidation, recommending to the shareholders the sale, lease or exchange of all or substantially all of the property and assets of the Corporation otherwise than in the usual and regular course of business, recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof, amending, altering or repealing the Bylaws of the Corporation or adopting new Bylaws for the Corporation, filling vacancies in or removing members of the Board of Directors or any such committee, fixing the compensation of any member of such committee or altering or repealing any resolution of the Board of Directors which by its term provides that it shall not be so amendable or repealable, and, unless such resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of shares of the Corporation.
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ARTICLE III: OFFICERS
Section 1. Number, Titles and Term of Office. The officers of the Corporation shall be a President, one or more Vice-Presidents, a Secretary, a Treasurer and, if the Board of Directors so elects, a Chairman of the Board and such other officers as the Board of Directors may from time to time elect or appoint. Each officer shall hold office until his successor shall have been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. One person may hold more than one office, except that the President shall not hold the office of Secretary. No officer, except the Chairman of the Board, must be a director.
Section 2. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
Section 3. Vacancies. A vacancy in the office of any officer may be filled by a vote of a majority of the directors.
Section 4. Powers and Duties of the Chief Executive Officer. The President shall be the chief executive officer of the Corporation unless the Board of Directors designates the Chairman of the Board as chief executive officer. Subject to the control of the Board of Directors, the chief executive officer shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; he may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation and may sign all certificates for shares of capital stock of the Corporation; and shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him by the Board of Directors.
Section 5. Powers and Duties of the Chairman of the Board. If elected, the Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors; and he shall have such other powers and duties as designated in these Bylaws and as from time to time may be assigned to him by the Board of Directors.
Section 6. Powers and Duties of the President. The President, if any, shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness, and other obligations in the name of the Corporation; unless the Board of Directors otherwise determines, he shall, in the absence of the Chairman of the Board of if there be no Chairman of the Board, preside at all meetings of the stockholders and (should he be a director) of the Board of Directors; and he shall have such other powers and duties as designated in accordance with these Bylaws and as from time to time may be assigned to him by the Board of Directors.
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Section 7. Vice-Presidents. In the absence of the Chairman of the Board, if any, or President, or in the event of their inability or refusal to act, a Vice-President designated by the Board of Directors shall perform the duties of the Chairman of the Board, if any, or the President, as the case may be, and when so acting shall have all the powers of and be subject to all the restrictions upon the Chairman of the Board, if any, or the President. In the absence of a designation by the Board of Directors of a Vice-President to perform the duties of the Chairman of the Board, if any, or President, the Vice-President who is senior in terms of time as a Vice-President of the Corporation shall so act. The Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
Section 8. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation which come into his hands. When necessary or proper, he may endorse, on behalf of the Corporation, for collection checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board of Directors, and he may sign all receipts and vouchers for payments made to the Corporation, either alone or jointly with such other officer as is designated by the Board of Directors. Whenever required by the Board of Directors, he shall render a statement of his cash account, he shall enter or cause to be entered regularly in the books of the Corporation to be kept by him for that purpose full and accurate accounts of all moneys received and paid out on account of the Corporation; he shall perform all acts incident to the position of Treasurer subject to the control of the Board of Directors; and he shall, if required by the Board of Directors, give such bond for the faithful discharge of his duties in such form as the Board of Directors may require.
Section 9. Assistant Treasurer. Each Assistant Treasurer shall have the usual powers and duties pertaining to his office, together with such other powers and duties as may be assigned to him by the Board of Directors. The Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability to act.
Section 10. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders, in books provided for that purpose; he shall attend to the giving and serving of all notices; he may in the name of the Corporation attest to all contracts of the Corporation and affix the seal of the Corporation thereto; he may sign with the President all certificates for shares of the capital stock of the Corporation; he shall have charge of the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct, all of which shall at all reasonable times be open to inspection of any director upon application at the office of the Corporation during business hours, and he shall in general perform all duties incident to the office of Secretary, subject to the control of the Board of Directors.
Section 11. Assistant Secretaries. Each Assistant Secretary shall have the usual powers and duties pertaining to his office, together with such other powers and duties as may be assigned to him by the Board of Directors or the Secretary. The Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.
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ARTICLE IV: INDEMNIFICATION AND INSURANCE OF DIRECTORS AND OFFICERS
Each director and each officer or former director or officer of this Corporation or each person who may have served at request as a director or officer of another corporation in which it owned shares of capital stock or of which it is a creditor, shall be indemnified by the Corporation against liabilities imposed upon him and expenses reasonably incurred by him in connection with any claim made against him, or any action, suit or proceeding to which he may be a party by reason of his being, or having been such director or officer, and against such sums as independent counsel selected by the Board of Directors shall deem reasonable payment made in settlement of any such claim, action, suit or proceeding primarily with a view of avoiding expenses of litigation; provided, however, that no director or officer shall be indemnified with respect to matters as to which he shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in performance of duty, or with respect to any matters which shall be settled by the payment of sums which counsel selected by the Board of Directors shall not deem reasonable payment made primarily with a view to avoiding expenses of litigation, or with respect to matters for which such indemnification would be against public policy. Such right of indemnification shall be in addition to any other rights to which directors or officers maybe entitled.
This Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability.
ARTICLE V: CAPITAL STOCK
Section 1. Form of Shares. The ownership interests in the Company, inclusive of its common stock and its preferred stock, shall be uncertificated shares. As used herein, the term “uncertificated shares” means shares not represented by instruments and the transfers of which are registered upon books maintained for that purpose by or on behalf of the Company. Any certificated shares that have been issued and are outstanding to date shall be deemed to be uncertificated shares only after the certificate is surrendered to the Company in accordance with the requirements of the Board, as may be adopted at its discretion. As used herein, the term “certificated shares” means shares represented by instruments in bearer or registered form.
Section 2. Transfer of Shares. Shares of stock of the Corporation shall be transferable only on the books of the Corporation by the holders thereof in person or by their duly authorized attorneys or legal representatives, and in the case of certificated shares, upon surrender and cancellation of certificates for a like number of shares.
Section 3. Closing of Transfer Books. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed in any case one hundred ten (110) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than one hundred ten (110) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders or shareholders entitled to receive payment of a dividend, the date on which the notice of the meeting is mailed or date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.
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Section 4. Regulations. The Board of Directors shall have power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of capital stock of the Corporation.
ARTICLE VI: MISCELLANEOUS PROVISIONS
Section 1. Offices. Until the Board of Directors otherwise determines, the registered office of the Corporation required by the Texas Business Corporation Act to be maintained in the State of Texas, shall be the registered office named in the original Articles of Incorporation of the Corporation, or such other office as may be designated from time to time by the Board of Directors in the manner provided by law. Such registered office need not be identical to the principal place of business of the Corporation.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be established by resolution of the Board of Directors.
Section 3. Seal. The seal of the Corporation shall be such as from time to time may be approved by the Board of Directors.
Section 4. Notice and Waiver of Notice. Whenever any notice whatever is required to be given under the provisions of these Bylaws, said notice shall be deemed to be sufficient if given by depositing the same in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his post office address, as it appears on the books of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. A waiver of notice, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
Section 5. Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time is specified, at the time of its receipt by the Chairman of the Board of Directors, if any, the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.
Section 6. Action Without Meeting or by Conference Telephone. Any action permitted or required by law, these Bylaws or by the Certificate of Formation of the Corporation, to be taken at a meeting of the shareholders, the Board of Directors or any committee designated by the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the shareholders or members of the Board of Directors or committee, as the case may be. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State. In addition, the shareholders of the Corporation are authorized to take any action required or authorized to be taken under the Texas Business Organizations Code or the governing documents of this Corporation at an annual or special meeting of the shareholders of the Corporation, without holding a meeting, providing notice, or taking a vote if shareholders of the Corporation having at least the minimum number of votes that would be necessary to take the action that is the subject of the consent at a meeting, in which each owner or member entitled to vote on the action is present and votes, sign a written consent or consents stating the action taken. Any action taken by less-than-unanimous consent of shareholders shall be subject to the notification requirements contained in Section 6.202 of the Texas Business Organizations Code, or successor provisions. Subject to the requirement for notice of meetings, shareholders, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in and hold a meeting of such shareholders, Board of Directors or committee, as the case may be, by means of conference telephone or similar communications equipment, or another suitable electronic communications system, including videoconferencing technology or the Internet, or any combination, if the equipment or system permits each person participating in the meeting to communicate with all other persons participating in the meeting; all subject to any identification and/or record keeping requirements of the Texas Business Organizations Code, or successor statutes.
Section 7. Securities of Other Corporations. The Chief Executive Officer (or any other officers designated by the Board of Directors) of the Corporation shall have power and authority to transfer, endorse for transfer, vote, consent or take any other action with respect to any securities of another issuer which may be held or owned by the Corporation and to make, execute and deliver any waiver, proxy or consent with respect to any such securities.
ARTICLE VII: AMENDMENTS
These Bylaws may be altered, amended, or repealed by the affirmative vote of the holders of a majority of the outstanding stock at any annual meeting, or at any special meeting if notice of the proposed amendment be contained in the notice of said special meeting, or by the affirmative vote of a majority of the full Board of Directors at any regular or special meeting, provided notice of said proposed amendment be contained in the notice of the meeting.
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Exhibit 99.1
AINOS, INC.
CORPORATE GOVERNANCE POLICIES OF THE BOARD OF DIRECTORS
| 1.0 | PURPOSE OF THE POLICIES |
These Corporate Governance Policies (the “Policies”) have been adopted by the Board of Directors (the “Board”) of AINOS, INC., a Texas corporation (the “Company”) to assist the Board in carrying out its responsibilities and in following corporate best practices. These Policies are to be interpreted in the context of all applicable laws and regulations, the Company’s charter documents and other governing legal documents.
The Company’s management is responsible for:
| ● | development of strategic, financial and management policies of the Company for consideration by the Board; |
| ● | the operations of the Company in accordance with such policies; |
| ● | timely preparation of financial statements and other reports about the Company, and informing the Board about the Company’s operations; and |
| ● | identification and management of the Company’s risks and development of risk mitigation strategies. |
The Board is responsible for protecting and enhancing the assets of the Company and serving the best interests of the Company’s stockholders. These duties include:
| ● | monitoring the effectiveness of management and Company policies and decisions; and |
| ● | oversight of the Company’s risk management process, which shall include periodic review of management’s risk analysis. |
| 2.0 | AUTHORITY OF THE BOARD |
Pursuant to Article II, Section 1 of the Company’s Second Amended and Restated Bylaws adopted on October 14, 2026 (the “Bylaws”): “The business and property of the Corporation shall be managed by the Board of Directors, and subject to the restrictions imposed by law, the Articles of Incorporation or by these Bylaws, they may exercise all the powers of the Corporation.”
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| 3.0 | COMPOSITION OF BOARD |
| 3.1 | Selection of Directors. The Board shall select members to fill Board vacancies and nominate candidates for election at the annual meeting of stockholders (the “Annual Meeting”) or other similar meeting. Pursuant to Article II, Section 1 of the Bylaws, the Board is divided into three classes, designated Class I, Class II and Class III, each consisting as nearly equal in number as possible of one-third of the total number of directors. Directors of each class are elected for staggered three (3) year terms, such that the term of one class expires at each Annual Meeting, and each director holds office until the Annual Meeting at which his or her term expires and until his or her successor is elected and qualified, subject to earlier death, resignation, disqualification or removal. At each Annual Meeting, the Board shall nominate candidates only for the class of directors whose term expires at such meeting |
| 3.1.1 | Board Membership Criteria. The Board encourages selection of directors, including nominees by stockholders, who will contribute to the Company’s overall corporate goals. The Board will periodically review the characteristics appropriate for directors to possess in light of the Board’s composition and skills and expertise needed at the Board and committee levels. In determining whether to recommend a nominee for election, the Board shall consider all of his or her relationships with any of the Company’s stockholders, competitors, customers, suppliers or other persons related to the Company, and for determining whether to recommend a director for re-election, the Board shall also consider the director’s past meeting attendance and participation in and contributions to the activities of the Board. The Board is committed to Board diversity and shall consider a nominee’s background and experience to ensure that a broad range of perspectives is represented on the Board. In particular, the Board will consider a nominee’s membership in an underrepresented community, such as race, ethnicity, sexuality, gender or veteran status. |
| 3.1.2 | Management Director. The Board anticipates that the Company’s Chief Executive Officer (“CEO”) will be nominated to serve on the Board. |
| 3.1.3 | Nomination Process. |
If the Company qualifies as a “controlled company” as defined under the Nasdaq rules, the Company’s Secretary shall be notified of all potential candidates for nomination to the Board. Nominations made other than by the Board must be made in full compliance with the Company’s Bylaws.
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If the Company does NOT qualify as a “controlled company” as defined under the Nasdaq rules, the Company’s Secretary shall propose lists of potential director candidates. However, director nominees shall be selected or recommended by a majority of the Company’s independent directors.
Each potential candidate must provide a list of references and agree (i) to be interviewed by the Board and (ii) to a background check or other review of qualifications by the Company. Prior to nomination of any candidate by the Board, each director shall be provided the opportunity to meet with the candidate. Any candidate nominated shall upon request agree in writing to comply with these Policies and all other Company policies and procedures applicable to members of the Board.”
| 3.1.4 | Vacancies. Pursuant to Article II, Section 1 of the Bylaws, any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. In case of any increase in the number of directors, the additional directors shall be elected at an annual or special meeting of shareholders called for that purpose or by the Board for a term of office continuing only until the next election of one or more directors by the shareholders; provided, however, that during a period between two successive annual meetings of shareholders, the Board may not fill more than two vacancies created by an increase in the number of directors. The Board shall designate the class to which any newly created directorship is assigned, and a director elected by the shareholders to fill such directorship serves for the remainder of the term of that class. |
| 3.2 | Size of the Board. The number of directors shall be established by the Board in accordance with the Company’s Certificate of Formation and Bylaws. The Board will review the appropriate size of the Board from time to time and may approve a change in the authorized number of directors. The Bylaws of the Company states: “The Board of Directors shall consist of not less than one nor more than thirty directors, as so determined from time to time by resolution of the Board of Directors. Within the above limits, the number of directors may be increased or decreased (provided such decrease does not shorten the term of any incumbent director) from time to time by resolution of the Board of Directors.” Any increase or decrease in the number of directors shall be apportioned by the Board among the classes so as to maintain the number of directors in each class as nearly equal as possible. |
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| 3.3 | Independent Directors. |
| 3.3.1 | Independent Directors. |
If the Company qualifies as a “controlled company” as defined under the Nasdaq rules, the Company shall elect to be covered by the Controlled Company exemption from the independent director requirement of Nasdaq 5065(b)(1).
If the Company does NOT qualify as a “controlled company” as defined under the Nasdaq rules, within 12 months from the date the company ceases to be a controlled company, the Company’s board of directors must consist of a majority of independent directors pursuant to Listing Rule 5605(b) and 5615(c).”
| 3.3.2 | Affirmative Determination of Independence. Based on information provided by Board members and advice of counsel, the Board, or a designated committee of the Board shall affirmatively determine at times required by the Nasdaq listing standards (the “Listing Standards”) that the directors designated as independent have no material relationships to the Company (either directly or indirectly) that may interfere with the exercise of their independence from management and the Company. |
| 3.3.3 | Proposed Transactions. Directors may be asked from time to time to leave a Board meeting when the Board is considering a transaction in which the director (or another organization in which a director is a director or officer) has a financial or other interest. The Board shall review and approve any proposed related party transactions in compliance with the Company’s policies and Listing Standards. |
| 3.3.4 | Annual Determination. The Board will make an affirmative determination, at least annually, that other commitments of non- employee directors, including services on additional public boards, continue to allow sufficient time to perform their Board and committee duties. |
| 3.4 | Board Leadership. The Board may elect a chairperson of the Board pursuant to Article III, Section 5 of the Bylaws. If elected, the Chairman of the Board shall preside at all meetings of the shareholders and of the Board of Directors; and he shall have such other powers and duties as designated in the Bylaws and as from time to time may be assigned to him by the Board of Directors. |
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| 3.5 | Fixed Terms. Longer-serving directors have valuable insight about the Company’s business, operations, history, policies and objectives. The Board believes that term limits and mandatory retirement ages for directors are not in the best interests of the Company, and the Board shall instead review annually the current effectiveness of each director in nominating candidates for election or re-election. |
| 3.6 | Director Time Commitment. Directors should be able to devote sufficient time to Board and committee duties and to understanding the Company’s business. The Board will review the other commitments of potential Board candidates, and do so annually for existing Board members, to make this determination. Board members must notify the Board and the General Counsel, and obtain the Board’s approval, before accepting an invitation to serve on the board of another company. Factors the Board may consider include the following: (i) resulting actual or potential conflicts of interest; (ii) actual or potential competition between the Company and the other company; (iii) significant or potentially significant relationships between the Company and the other company, such as vendor, customer, supplier, contractor or consultant; and (iv) whether acceptance of the offer may reflect unfavorably on the Company. Unless otherwise approved by the Board, no Board member shall serve on the board of any significant Company competitor, supplier or customer (as determined by the Board). |
| 3.7 | Change in Circumstances. Directors who change their principal occupation or business association should not necessarily leave the Board. However, if any director has a Change in Circumstances (as defined below), then the director shall promptly disclose it to the General Counsel (or if none, the CFO), who will notify the Board of any material Change in Circumstances (as determined by the General Counsel or if none, the CFO). The Board, excluding the applicable director, will determine whether to request that director to resign. For these purposes, “Change in Circumstances” will mean any change in a director’s personal or professional circumstances, since such director’s most recent election to the Board, that would require disclosure in such director’s D&O Questionnaire or the proxy statement of the Company if such director were to be nominated for re-election at the next Annual Meeting, including, but not limited to, a change of employer or primary occupation (including retirement) or a material change in occupational responsibilities. |
| 3.8 | Ownership Guidelines. The Board expects all directors and executive officers to display confidence in the Company by owning shares of the Company’s common stock. For purposes of these guidelines, stock ownership includes shares of the Company’s common stock held in trust for the director or executive officer, as applicable, and his or her immediate family, plus vested deferred stock, but not unvested or unexercised equity. If the Board adopts a minimum ownership requirement, the number of shares is calculated annually as of the last day of the Company’s fiscal year. The value of a share shall be the greater of the then current market price or the closing price on the acquisition date. |
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| 3.9 | Director Education. Each director is expected to participate in continuing education to maintain the necessary level of expertise to perform his or her responsibilities. The Board and the General Counsel are responsible for administering or approving eligible continuing education programs, which may include a mix of in-house and third-party programs. The Company will pay the out-of-pocket costs of attendance for any director. |
| 3.10 | Board Assessment. The Board shall conduct, at least annually, an assessment of its overall effectiveness and performance. |
| 3.11 | Executive Officer Review. The Compensation Committee of the Board shall conduct, and review with the Board, an annual evaluation of the performance of all executive officers. |
| 3.12 | Management Development. Annually, the Board shall review management development and discuss candidates to fulfill the CEO’s responsibilities on an interim basis in the event that the CEO is disabled or otherwise incapacitated. |
| 4.0 | MEETINGS AND MINUTES |
| 4.1 | Meetings of Board. Each fiscal year, the Board will hold at least two (2) meetings without management present, and may invite the Company’s independent auditors, legal counsel, finance staff and other employees to attend. |
| 4.2 | Session with CEO. Each regular Board meeting is intended to include a session between the CEO and the independent directors, to permit discussion of personnel and management issues, management development and other topics. |
| 4.3 | Agenda. The chairperson of the Board, if designated, or the CEO will have primary responsibility for preparing any Board meeting agenda and distributing it to the directors with appropriate written information and background materials. Agendas should address items suggested by Board members. |
| 4.4 | Board Materials Distributed In Advance. Information concerning the Company, and its finances, operations and strategy, is important to the Board’s understanding and decision-making process. When feasible, appropriate information relating to agenda items should be distributed in writing to the Board in advance of the Board meeting. For sensitive or late-breaking topics, discussion will be held at the meeting and no materials need be distributed. |
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| 4.5 | Board Access to Management. Management will afford each Board member access to Company employees, and outside auditors, legal counsel and other professional advisors for any purpose reasonably related to the Board’s responsibilities, with the Board authorized to establish reasonable processes related to such matters. The Board encourages management to include in Board meetings Company personnel who can provide additional insight into the items being discussed, and/or to present key employees who should be given exposure to the Board. Management is responsible for arranging presentations at Board meetings and providing information to the Board about the operations of the Company. Each director is entitled to inspect the Company’s books and records and obtain such other data and information as the director may reasonably request; inspect facilities as reasonably appropriate for the performance of director duties; and to receive notice of all meetings in which a director is entitled to participate and copies of all Board meeting minutes, with the Board authorized to establish reasonable processes related to such matters. |
| 4.6 | Outside Advisors. The Board and its committees are authorized to obtain legal or other advisors of their choice, at the Company’s expense, who shall report directly to the Board or the committee. |
| 5.0 | BOARD COMMITTEES |
| 5.1 | Committees. The current committees of the Board are the Audit Committee and the Compensation Committee. The Board may form, merge or dissolve committees as it deems appropriate from time to time. The Audit Committee and the Compensation Committee shall be comprised entirely of Independent Directors. Exceptions shall only be made under unusual circumstances and only with unanimous approval of the Independent Directors. Committee composition shall conform to applicable laws and regulations. |
| 5.2 | Committee Member Selection. The Board will designate the members and the chairperson of each committee, endeavoring to match the committee’s function and needs for expertise with individual skills and experience of the appointees. |
| 5.3 | Committee Functions. Each committee will have a written charter approved by the Board. The charters shall be at a minimum in compliance with all legal requirements and Listing Standards. The number of, and content and processes for, such committee meetings (including attendees at such meetings) and means of carrying out committee responsibilities will be determined by each committee in light of the committee’s charter, the committee’s authority delegated by the Board, and the legal, regulatory, accounting and governance principles applicable to the committee’s function. The minutes of the committees will be available to the full Board. The Company will afford access to the Company’s employees, professional advisors and other resources to enable committee members to carry out their responsibilities. |
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| 6.0 | BOARD MEMBER RESPONSIBILITIES |
| 6.1 | Generally. A director is expected to discharge his or her duties, including duties as a committee member, in good faith and in a manner the director reasonably believes to be in the best interests of the Company and its stockholders and to abide by the highest ethical and fiduciary standards. |
| 6.2 | Disclose Relationships and Other Information. E ach director is expected to disclose promptly to the Board and to respond promptly and accurately to periodic inquiries from the Company regarding any existing or proposed relationships with the Company, including compensation and stock ownership, which could affect the independence of the director under applicable Listing Standards or any additional standards as may be established by the Board. Each director shall also promptly inform the Company of any material change in such information. |
| 6.3 | Attendance. Board members are expected to devote sufficient time and attention to prepare for, attend and participate in Board meetings and meetings of committees on which they serve, including advance review of meeting materials that may be circulated prior to each meeting. |
| 6.4 | Reporting and compliance systems. Based on information available, each director should be satisfied that the Company’s management maintains an effective system for timely reporting to the Board or appropriate Board committees on the following, without limitation: (1) the Company’s financial and business plans, strategies and objectives; (2) the recent financial results and condition of the Company and its business segments; (3) significant accounting, regulatory, competitive, litigation and other external issues affecting the Company; and (4) systems of control which promote accurate and timely reporting of financial information to stockholders and compliance with laws and corporate policies. Each director is expected to have a basic understanding of the foregoing matters to the extent information is furnished by management or otherwise available to the Board. |
| 6.5 | Continuing education. The Board is expected periodically to review the Company’s policies and procedures for providing orientation sessions for newly elected or appointed directors and to recommend, on an as-needed basis, continuing director education programs for Board or committee members. |
| 6.6 | Annual evaluation. The Board will evaluate these corporate governance guidelines and whether the Board and its committees are functioning effectively at least annually. |
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| 6.7 | Risk Oversight. The Board should understand the principal risks associated with the Company’s business on an on-going basis and it is the responsibility of management to assure that the Board and its committees are kept well informed of these changing risks on a timely basis. It is important that the Board oversee the key risk decisions of management, which includes comprehending the appropriate balance between risks and rewards. The Board reserves oversight of the major risks facing the Company and has delegated risk oversight responsibility to the appropriate committees in the following areas: the audit committee oversees risks relating to financial matters, financial reporting and auditing and the compensation committee oversees risks relating to the design and implementation of the Company’s compensation policies and procedures. |
| 6.8 | Reliance on Information. A director is entitled to rely on reports or other information provided by Company management, independent auditors, legal counsel and other persons, in the discharge of his or her duties. |
| 6.9 | Confidentiality. Directors have an obligation to protect and keep confidential all non-public information related to the Company (“Confidential Information”) unless and until the Company has authorized public disclosure (or unless otherwise required by law or regulation). Confidential Information includes all non-public information entrusted to or obtained by a director by reason of his or her position on the Board, such as information regarding the strategy, business, finances and operations of the Company and third parties, minutes, reports and materials of the Board and its committees, other documents identified as confidential by the Company and all other non-public information provided by the Company, including but not limited to non-public information concerning: (i) the Company’s financial condition, prospects or plans, its marketing and sales programs and research and development information, as well as information relating to acquisitions, divestitures and actions relating to the Company’s stock; (ii) possible transactions with other companies or information about the Company’s suppliers, customers or partners that the Company is under an obligation to maintain as confidential; and (iii) the proceedings and deliberations of the Board and its committees, and the discussions and decisions between and among employees, officers and directors and their advisors. Directors may not use Confidential Information for personal benefit or to benefit other persons or entities other than the Company. Directors shall refrain from disclosing Confidential Information to anyone outside the Company, specifically including any principal or employee of any entity or person that employs the director or has sponsored the director’s election to the Board, except with Company authorization or as otherwise may be required by applicable law. The obligations described above continue even after service on the Board has ended. Any questions or concerns about potential disclosures should be directed to the General Counsel. |
| 6.10 | Management Succession Planning. At least annually, the Compensation Committee will consider and assist the Board in developing succession plans for the CEO and other key executive officers and appropriate management personnel. The Board may from time to time ask the Compensation Committee to undertake other specific reviews concerning management succession planning. |
| 6.11 | Applicable Laws and Policies. Board members will comply with all applicable laws and requirements of applicable regulatory agencies, including the Listing Standards, and with all policies and guidelines of the Company, including, without limitation, the Company’s Code of Conduct and Financial Team Code of Conduct. |
| 7.0 | REVIEW OF GOVERNANCE GUIDELINES |
The directors will periodically review and assess the adequacy of these guidelines and recommend any proposed changes to the Board for approval.
| 8.0 | ADOPTIONS, REVIEWS AND REVISIONS |
As of July 30, 2021 – No prior policy
Adopted – August 20, 2021
Revised – March 15, 2024
Revised – October 14, 2026
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