AMENDED AND RESTATED BYLAWS
OF
1 FINANX AI TECHNOLOGIES, INC.
a Montana corporation
Effective as of 03/04/2026
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office of 1 Finanx AI Technologies, Inc. (the “Corporation”) in the State of Montana shall be located at such place as may be set forth in the Articles of Incorporation or in the most recent statement filed with the Montana Secretary of State.
Section 1.2 Principal Office. The principal executive office of the Corporation shall be at such place as the Board of Directors (the “Board”) may from time to time determine.
Section 1.3 Other Offices. The Corporation may also have offices at such other places, both within and outside the State of Montana, as the Board may determine or as the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS
Section 2.1 Annual Meeting. An annual meeting of stockholders shall be held each year on such date, at such time, and at such place, if any, as shall be determined by the Board for the purpose of electing directors and transacting such other business as may properly come before the meeting.
Section 2.2 Special Meetings. Special meetings of stockholders may be called only by the Chair of the Board, the Chief Executive Officer, the President, or by resolution duly adopted by a majority of the Board. Only such business as is specified in the notice of special meeting may be brought before such meeting.
Section 2.3 Place of Meetings. Meetings of stockholders shall be held at the principal office of the Corporation or at such other place, within or outside the State of Montana, as may be designated by the Board and stated in the notice of the meeting. The Board may, in its sole discretion, determine that a meeting shall be held solely by means of remote communication to the extent permitted by applicable law.
Section 2.4 Notice of Meetings. Written notice stating the place, if any, date, and hour of each meeting of stockholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting.
Section 2.5 Quorum. Unless otherwise provided by law, the Articles of Incorporation, or these Bylaws, the holders of a majority of the voting power of the shares entitled to vote, present in person, by remote communication if authorized, or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of stockholders.
Section 2.6 Adjournments. Any meeting of stockholders, whether or not a quorum is present, may be adjourned from time to time by the chair of the meeting or by the holders of a majority of the voting power present at the meeting and entitled to vote thereon.
Section 2.7 Voting. Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, each holder of Class A common stock shall be entitled to one vote for each share standing in such holder’s name on the books of the Corporation, and each holder of Class B common stock shall be entitled to ten votes for each share standing in such holder’s name on the books of the Corporation. Except as otherwise required by law or the Articles of Incorporation, holders of Class A common stock and Class B common stock shall vote together as a single class.
Section 2.8 Proxies. Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy as permitted by applicable law.
Section 2.9 Record Date. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution, or for any other proper purpose, the Board may fix a record date as permitted by applicable law.
Section 2.10 Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting only if permitted by the Articles of Incorporation and applicable law.
Section 2.11 List of Stockholders. The officer having charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of and the number of shares held by each.
Section 2.12 Conduct of Meetings. Meetings of stockholders shall be presided over by the Chair of the Board, if any, or in the Chair’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence by the President, or by such other person as the Board may designate.
Section 2.13 Advance Notice of Stockholder Nominations and Business.
(a) Annual Meetings. At an annual meeting of stockholders, only such business shall be conducted, and only such nominations shall be made, as shall have been properly brought before the meeting.
(b) Stockholder Notice. For business or nominations to be properly brought before an annual meeting by a stockholder, the stockholder must give timely written notice to the Secretary of the Corporation containing the information required by applicable law and any additional information reasonably requested by the Corporation.
(c) Timeliness. To be timely, a stockholder’s notice must be delivered not less than ninety (90)
days nor more than one hundred twenty (120) days before the first anniversary of the preceding year’s annual meeting; provided, however, that if the annual meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, notice by the stockholder must be so delivered not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made.
(d) Special Meetings. Nominations of persons for election to the Board may be made at a special meeting only if the election of directors is a matter specified in the Corporation’s notice of meeting and only by the Board or by a stockholder who has delivered timely notice in the manner provided above, adapted as necessary for the date of the special meeting.
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, except as otherwise provided by law or the Articles of Incorporation.
Section 3.2 Number, Election, and Term. The number of directors that shall constitute the whole Board shall be fixed from time to time by resolution adopted by the Board. Directors shall be elected at each annual meeting of stockholders unless the Board is classified in accordance with the Articles of Incorporation. Each director shall hold office until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, retirement, disqualification, or removal.
Section 3.3 Newly Created Directorships and Vacancies. Subject to the rights of holders of any series of preferred stock, newly created directorships resulting from any increase in the authorized number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal, or other cause may be filled by a majority of the remaining directors then in office, even if less than a quorum, or by the sole remaining director.
Section 3.4 Resignation. Any director may resign at any time by giving written notice to the Chair of the Board, the Chief Executive Officer, the President, or the Secretary. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt.
Section 3.5 Removal. Subject to the rights of holders of any series of preferred stock and any limitations set forth in the Articles of Incorporation or applicable law, any director may be removed from office by the stockholders.
Section 3.6 Regular Meetings. Regular meetings of the Board may be held without notice at such times and places as shall from time to time be determined by the Board.
Section 3.7 Special Meetings. Special meetings of the Board may be called by the Chair of the Board, the Chief Executive Officer, the President, or any two directors then in office. Notice of any special meeting shall be given to each director at least twenty-four (24) hours before the meeting.
Section 3.8 Remote Meetings. Unless otherwise restricted by the Articles of Incorporation or applicable law, members of the Board or any committee thereof may participate in a meeting by means of conference telephone, video conference, or other communications equipment by means of which all persons participating can hear each other, and such participation shall constitute presence in person at the meeting.
Section 3.9 Quorum and Vote Required. A majority of the total number of directors then in office shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless a greater vote is required by law, the Articles of Incorporation, or these Bylaws.
Section 3.10 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission.
Section 3.11 Committees. The Board may designate one or more committees, each committee to consist of one or more directors of the Corporation, to the extent permitted by law. Each committee shall have such authority as provided in the resolutions of the Board establishing such committee, except as otherwise limited by law.
Section 3.12 Compensation. Directors may receive such compensation for their services and reimbursement of expenses as may be fixed or determined by the Board.
ARTICLE IV
OFFICERS
Section 4.1 Officers. The officers of the Corporation shall be chosen by the Board and shall include a Chief Executive Officer and/or a President, a Secretary, and a Treasurer or Chief Financial Officer. The Board may also choose a Chair of the Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as it deems appropriate.
Section 4.2 Appointment and Term of Office. Each officer shall hold office until such officer’s successor shall have been duly appointed and qualified or until such officer’s earlier death, resignation, disqualification, or removal.
Section 4.3 Removal. Any officer may be removed by the Board at any time with or without cause.
Section 4.4 Resignation. Any officer may resign at any time by giving written notice to the Corporation. Such resignation shall take effect at the time specified therein or, if no time is specified, upon receipt.
Section 4.5 Vacancies. Any vacancy in any office may be filled by the Board.
Section 4.6 Chief Executive Officer. The Chief Executive Officer shall have general supervision, direction, and control of the business and affairs of the Corporation, subject to the authority of the Board.
Section 4.7 President. The President shall perform such duties as may be assigned by the Board or the Chief Executive Officer and, in the absence of the Chief Executive Officer, shall perform the duties of the Chief Executive Officer unless otherwise determined by the Board.
Section 4.8 Chief Financial Officer/Treasurer. The Chief Financial Officer or Treasurer shall have custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements, and shall perform such other duties as may be prescribed by the Board, the Chief Executive Officer, or the President.
Section 4.9 Secretary. The Secretary shall attend all meetings of the stockholders and of the Board, shall record all proceedings, shall give or cause to be given notice of meetings, shall maintain the corporate records, and shall perform such other duties as may be prescribed by the Board, the Chief Executive Officer, or the President.
ARTICLE V
CAPITAL STOCK
Section 5.1 Certificates. Shares of the Corporation may be certificated or uncertificated, as provided under applicable law and as determined by the Board. If certificates are issued, they shall be signed by the appropriate officers of the Corporation and shall otherwise be in such form as the Board may determine.
Section 5.2 Transfer of Shares. Transfers of shares of the Corporation shall be made only on the books of the Corporation upon surrender to the Corporation or the transfer agent of the certificate therefor properly endorsed, if shares are certificated, or upon proper transfer instructions with respect to uncertificated shares, and otherwise in accordance with applicable law and such rules as may be established by the Board.
Section 5.3 Lost, Stolen, or Destroyed Certificates. The Corporation may issue a new certificate or uncertificated replacement in the place of any certificate previously issued by the Corporation alleged to have been lost, stolen, or destroyed, upon such terms and conditions as the Board may determine.
Section 5.4 Record Holders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, except as otherwise provided by law.
ARTICLE VI
INDEMNIFICATION
Section 6.1 Right to Indemnification. To the fullest extent permitted by the Montana Business Corporation Act, as the same exists or may hereafter be amended, the Corporation shall indemnify any person who was or is made or is threatened to be made a party to or is otherwise involved in any action, suit, or proceeding by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation in
such capacity for another enterprise, against all liability and loss suffered and expenses reasonably incurred by such person.
Section 6.2 Advancement of Expenses. The Corporation shall, to the fullest extent not prohibited by law, pay the expenses incurred by any director or officer in defending any proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance shall be made only upon receipt of an undertaking to repay all amounts advanced if it shall ultimately be determined that such person is not entitled to be indemnified.
Section 6.3 Non-Exclusivity. The rights to indemnification and advancement of expenses conferred by this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.
Section 6.4 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under applicable law.
ARTICLE VII
GENERAL PROVISIONS
Section 7.1 Dividends. Subject to applicable law and the Articles of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board at any regular or special meeting.
Section 7.2 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board.
Section 7.3 Corporate Seal. The corporate seal, if any, shall be in such form as may be approved by the Board.
Section 7.4 Waiver of Notice. Whenever any notice is required to be given under the provisions of applicable law, the Articles of Incorporation, or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission, whether before or after the time stated therein, shall be deemed equivalent to notice.
Section 7.5 Forum for Adjudication of Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for any internal corporate claim, to the fullest extent permitted by law, shall be a state or federal court located within the State of Montana; provided, however, that this provision shall not apply to claims arising under the Securities Act of 1933 or the Securities Exchange Act of 1934 unless permitted by law.
Section 7.6 Amendments. These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by the Board or by the stockholders, subject to any limitations set forth in the Articles of Incorporation, these Bylaws, or applicable law.
CERTIFICATION
The undersigned hereby certifies that the foregoing is a true and correct copy of the Amended and Restated Bylaws of 1 Finanx AI Technologies, Inc., adopted effective as of 03/04/2026.
1 FINANX AI TECHNOLOGIES, INC.
By: BRETT ALLAN
Name: BRETT ALLAN
Title: PRESIDENT