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Ardelyx(ARDX) - 2025 Q2 - Quarterly Results
ArdelyxArdelyx(US:ARDX)2025-08-04 20:22

ARTICLE I - CORPORATE OFFICES This article defines the Corporation's registered and other corporate office locations and the Board's authority to establish them 1.1 REGISTERED OFFICE This section specifies that the Corporation's registered office is established in its certificate of incorporation - The registered office of Ardelyx, Inc. is fixed in the Corporation's certificate of incorporation6 1.2 OTHER OFFICES This section grants the Board of Directors the authority to establish additional corporate offices - The Board of Directors may establish other offices at any place where the Corporation is qualified to do business7 ARTICLE II - MEETINGS OF STOCKHOLDERS This article details the procedures for stockholder meetings, including scheduling, notice, quorum, voting, and director nominations 2.1 PLACE OF MEETINGS This section outlines the permissible locations for stockholder meetings, including remote communication options - Stockholder meetings can be held within or outside Delaware, or solely by remote communication as authorized by DGCL Section 211(a)(2), as designated by the Board9 2.2 ANNUAL MEETING This section details the scheduling and permissible business for the annual stockholder meeting - The Board designates the date and time of the annual meeting, where directors are elected and other proper business (in accordance with Section 2.4) may be transacted10 - The Board has the authority to postpone, reschedule, or cancel any previously scheduled annual meeting10 2.3 SPECIAL MEETING This section specifies who can call special stockholder meetings and limits the business that can be conducted - Special meetings of stockholders may only be called by persons and in the manner set forth in the certificate of incorporation11 - Only business specified in the meeting notice may be transacted at a special meeting11 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING This section establishes the strict procedures and deadlines for stockholders to propose business at annual meetings, requiring timely and detailed notice - Stockholders must provide 'Timely Notice' in writing to the Secretary, generally 90-120 days prior to the one-year anniversary of the preceding year's annual meeting14 - The notice must include 'Stockholder Information' (name, address, share ownership, investment intent) and 'Disclosable Interests' (derivative securities, legal proceedings, material relationships, proxy solicitation intent)151617 - Only business properly brought before the annual meeting in accordance with these procedures, or specified by the Board, may be conducted1222 2.5 ADVANCE NOTICE PROCEDURES FOR NOMINATIONS OF DIRECTORS This section outlines the specific advance notice requirements and information disclosures for stockholders nominating directors for election at annual or special meetings - For annual meetings, nominations require 'Timely Notice' (as defined in Section 2.4); for special meetings, notice must be 90-120 days prior, or 10 days after public disclosure of the meeting date2729 - Nominating Persons must provide 'Stockholder Information', 'Disclosable Interests', and 'Nominee Information' (including consent to serve, background, qualifications, and compliance with corporate policies)323338 - Nominating Persons soliciting proxies must comply with Rule 14a-19 under the Exchange Act, including timely notice and evidence of compliance3637 2.6 NOTICE OF STOCKHOLDERS' MEETINGS This section specifies the timeframe and content requirements for notices of stockholder meetings - Notice of any stockholder meeting must be given not less than 10 nor more than 60 days before the meeting date44 - The notice must specify the place, date, time, means of remote communication (if any), and for special meetings, the purpose(s)44 2.7 QUORUM This section defines what constitutes a quorum for stockholder meetings and the procedures if a quorum is not present - A majority in voting power of the stock issued, outstanding, and entitled to vote (present in person, by remote communication, or by proxy) constitutes a quorum45 - If a quorum is not present, the chairperson or a majority of voting stockholders may adjourn the meeting until a quorum is present45 2.8 ADJOURNED MEETING; NOTICE This section details the notice requirements for adjourned stockholder meetings - Notice of an adjourned meeting is generally not required if the new time, place, and remote communication means are announced at the original meeting46 - If an adjournment is for more than 30 days, or if a new record date is fixed, notice of the adjourned meeting must be given47 2.9 CONDUCT OF BUSINESS This section grants the chairperson of a stockholder meeting the authority to determine the order and procedure of business - The chairperson of any stockholder meeting determines the order of business and meeting procedures, including voting conduct48 2.10 VOTING This section defines voting rights and the vote required for director elections and other matters - Each stockholder is entitled to one vote per share of capital stock, unless otherwise provided by DGCL, certificate of incorporation, or bylaws50 - Directors are elected by a plurality of votes cast; other matters are decided by a majority of votes cast (excluding abstentions and broker non-votes), unless otherwise specified51 2.11 STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING This section generally prohibits stockholder action by written consent, requiring actions to be taken at duly called meetings - Any action required or permitted to be taken by stockholders must be effected at a duly called annual or special meeting and cannot be effected by written consent, except as provided in the certificate of incorporation or for preferred stock holders52 2.12 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING CONSENTS This section outlines the Board's authority to fix record dates for determining stockholders entitled to notice, vote, or receive distributions - The Board may fix a record date for stockholder meetings, which must be 10-60 days before the meeting date53 - A record date may also be fixed for determining stockholders entitled to dividends or other distributions, not more than 60 days prior to such action57 2.13 PROXIES This section details the rules for stockholder proxies, including authorization, validity period, and form - Stockholders may authorize proxies in writing or by permitted electronic transmission, valid for up to three years unless a longer period is specified58 - Stockholders soliciting proxies must use a proxy card color other than white, which is reserved for the Board58 2.14 LIST OF STOCKHOLDERS ENTITLED TO VOTE This section mandates the Corporation to prepare and make available a list of stockholders entitled to vote before each meeting - The Corporation must prepare a complete list of voting stockholders at least 10 days before each meeting, showing names, addresses, and share numbers59 - This list must be open for examination by any stockholder for purposes germane to the meeting, either electronically or at the principal executive office59 2.15 INSPECTORS OF ELECTION This section outlines the appointment and duties of inspectors of election for stockholder meetings - The Corporation must appoint inspectors of election to ascertain shares, determine validity of proxies/ballots, count votes, and certify results6162 - Inspectors must take an oath to faithfully and impartially execute their duties63 2.16 DELIVERY TO THE CORPORATION This section specifies the exclusive method for delivering documents and information to the Corporation under Article II - Documents and information required by Article II must be delivered in writing exclusively by hand (including courier) or certified/registered mail, return receipt requested64 - The Corporation expressly opts out of DGCL Section 116 for delivery of information under Article II64 ARTICLE III - DIRECTORS This article outlines the powers, election, terms, meetings, and compensation of the Board of Directors 3.1 POWERS This section defines the general powers and responsibilities of the Board of Directors in managing the Corporation's business - The business and affairs of the Corporation shall be managed by or under the direction of the Board, subject to DGCL and corporate documents66 3.2 NUMBER OF DIRECTORS This section addresses the determination of the number of directors on the Board - The total number of directors is determined by Board resolution, with a minimum of one member67 - A reduction in the authorized number of directors does not remove any director before their term expires67 3.3 ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS This section outlines the election, qualifications, and term of office for directors - Each director holds office until their class term expires, their successor is elected and qualified, or until earlier death, resignation, disqualification, or removal68 - Directors need not be stockholders unless required by the certificate of incorporation or bylaws68 - If provided in the certificate of incorporation, directors may be divided into three classes69 3.4 RESIGNATION AND VACANCIES This section details the process for director resignations and how vacancies on the Board are filled - Directors may resign upon written or electronic notice, effective at the specified time or upon receipt70 - Vacancies and newly created directorships are filled by a majority of the directors then in office, even if less than a quorum, or by a sole remaining director71 3.5 PLACE OF MEETINGS; MEETINGS BY TELEPHONE This section specifies where Board meetings can be held and permits participation via telecommunication - Board meetings can be held within or outside Delaware72 - Directors may participate in meetings via conference telephone or other communication equipment allowing all participants to hear each other, which constitutes presence in person73 3.6 REGULAR MEETINGS This section addresses the scheduling and notice for regular Board meetings - Regular Board meetings are held at times and places designated by the Board and publicized among all directors; no further notice is required74 3.7 SPECIAL MEETINGS; NOTICE This section outlines who can call special Board meetings and the required notice procedures - Special Board meetings can be called by the chairperson, CEO, president, secretary, or a majority of directors75 - Notice of special meetings must be delivered personally, by courier, telephone, or electronic mail at least 24 hours in advance, or by U.S. mail at least 4 days in advance7576 3.8 QUORUM This section defines the quorum for Board meetings and the voting threshold for Board actions - A majority of the total number of directors constitutes a quorum for Board meetings77 - The vote of a majority of directors present at a meeting with a quorum is considered the act of the Board77 3.9 BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING This section permits the Board or its committees to take action by unanimous written or electronic consent without a formal meeting - Any action required or permitted at a Board or committee meeting may be taken without a meeting if all members consent in writing or by electronic transmission78 - Such action by written consent has the same force and effect as a unanimous vote of the Board78 3.10 FEES AND COMPENSATION OF DIRECTORS This section grants the Board the authority to determine director compensation - The Board has the authority to fix the compensation, including fees and expense reimbursement, for directors' services79 3.11 REMOVAL OF DIRECTORS This section specifies the conditions and voting requirements for the removal of directors - Directors may be removed only for cause by the affirmative vote of at least 66-2/3% of the voting power of all outstanding voting stock80 - A reduction in the authorized number of directors does not remove any director prior to the expiration of their term81 ARTICLE IV - COMMITTEES This article authorizes the Board to establish committees, defining their powers, limitations, and meeting protocols 4.1 COMMITTEES OF DIRECTORS This section authorizes the Board to designate committees and outlines their powers and limitations - The Board may designate one or more committees, each consisting of one or more directors, with powers and authority of the Board in managing corporate affairs83 - Committees cannot approve actions requiring stockholder approval or adopt, amend, or repeal any bylaw83 4.2 COMMITTEE MINUTES This section requires committees to maintain minutes of their meetings - Each committee must keep regular minutes of its meetings and report them to the Board when required84 4.3 MEETINGS AND ACTION OF COMMITTEES This section specifies that committee meetings and actions are governed by the same rules as Board meetings, with some committee-specific adjustments - Committee meetings and actions are governed by the same provisions as Board meetings (e.g., place, notice, written consent), with contextual changes8586 - The Board may adopt specific rules for committee governance that override general provisions, provided they comply with the certificate of incorporation or law86 ARTICLE V - OFFICERS This article specifies the appointment, removal, duties, and compensation of the Corporation's officers 5.1 OFFICERS This section lists the required and optional officers of the Corporation and notes that multiple offices can be held by one person - The Corporation must have a chief executive officer, president, and secretary; other officers are optional at the Board's discretion88 - Any number of offices may be held by the same person, and officers need not be stockholders88 5.2 APPOINTMENT OF OFFICERS This section states that the Board is responsible for appointing the Corporation's officers - The Board shall appoint the officers of the Corporation, except for those appointed under Section 5.389 5.3 SUBORDINATE OFFICERS This section allows for the appointment of additional subordinate officers and agents by the Board or CEO/President - The Board, or the CEO/President, may appoint other officers and agents as needed, with duties and authority determined by bylaws or the Board90 5.4 REMOVAL AND RESIGNATION OF OFFICERS This section outlines the procedures for the removal and resignation of corporate officers - Any officer may be removed, with or without cause, by the Board or by an officer empowered by the Board (except for Board-chosen officers)91 - Officers may resign at any time by written notice, effective upon receipt or a specified later date, without prejudice to the Corporation's contractual rights92 5.5 VACANCIES IN OFFICES This section specifies how vacancies in corporate offices are to be filled - Any vacancy in a corporate office shall be filled by the Board or as provided in Section 5.293 5.6 REPRESENTATION OF SHARES OF OTHER CORPORATIONS This section grants specific officers the authority to represent the Corporation's interests in other entities - The chairperson, CEO, president, any vice president, treasurer, secretary, or assistant secretary (or other authorized person) may vote and exercise rights for shares/securities of other corporations held by Ardelyx, Inc94 5.7 AUTHORITY AND DUTIES OF OFFICERS This section broadly defines the authority and duties of the Corporation's officers - Officers shall have authority and perform duties as provided in the bylaws or designated by the Board, and as generally pertain to their respective offices, subject to Board control95 5.8 COMPENSATION This section addresses the compensation of corporate officers - The compensation of officers is fixed by or at the direction of the Board96 - An officer may receive compensation even if they are also a director96 ARTICLE VI - RECORDS AND REPORTS This article mandates the maintenance of corporate records, including the stock ledger, and permits electronic record-keeping 6.1 RECORDS AND REPORTS This section mandates the maintenance of corporate records, including the stock ledger, and permits electronic record-keeping - The Corporation must administer a stock ledger recording stockholders, addresses, share numbers, and stock issuances/transfers98 - Records, including the stock ledger, books of account, and minute books, may be kept electronically, provided they can be converted to legible paper form within a reasonable time98 ARTICLE VII - GENERAL MATTERS This article covers various corporate governance aspects, including contracts, stock issuance, dividends, and fiscal year 7.1 EXECUTION OF CORPORATE CONTRACTS AND INSTRUMENTS This section outlines the authority required for officers or agents to execute contracts and instruments on behalf of the Corporation - The Board may authorize any officer or agent to enter into contracts or execute instruments on behalf of the Corporation100 - Without such authorization or Board ratification, no officer, agent, or employee can bind the Corporation by contract or pledge its credit100101 7.2 STOCK CERTIFICATES; PARTLY PAID SHARES This section covers the issuance of stock, including certificated and uncertificated shares, and provisions for partly paid shares - Shares may be represented by certificates or be uncertificated, with certificates requiring signatures of two authorized officers102 - The Corporation may issue partly paid shares, with the amount paid stated on certificates or records, and dividends declared proportionally103 7.3 SPECIAL DESIGNATION ON CERTIFICATES This section requires disclosure of stock class/series rights on certificates or through notice for uncertificated shares - If multiple classes or series of stock exist, their powers, designations, preferences, and restrictions must be fully set forth or summarized on certificates (or in a notice for uncertificated shares)104 7.4 LOST CERTIFICATES This section outlines the procedure for replacing lost, stolen, or destroyed stock certificates - New certificates or uncertificated shares may be issued to replace lost, stolen, or destroyed ones, typically requiring an indemnification bond from the owner105 7.5 UNCERTIFICATED SHARES This section permits the Corporation to use an electronic system for issuing, recording, and transferring shares - The Corporation may adopt a system for issuance, recordation, and transfer of shares by electronic or other means not involving physical certificates, if permitted by law106 7.6 CONSTRUCTION; DEFINITIONS This section specifies that the DGCL's general provisions and definitions govern the construction of these bylaws - The general provisions, rules of construction, and definitions in the DGCL govern the interpretation of these bylaws, unless the context requires otherwise107 7.7 DIVIDENDS This section grants the Board authority to declare and pay dividends and establish reserves - The Board may declare and pay dividends on capital stock in cash, property, or shares, subject to DGCL and certificate of incorporation restrictions108 - The Board may set apart and abolish reserves from funds available for dividends for proper purposes, such as equalizing dividends or meeting contingencies109 7.8 FISCAL YEAR This section states that the Board determines and may change the Corporation's fiscal year - The fiscal year of the Corporation is fixed and may be changed by resolution of the Board110 7.9 SEAL This section allows the Corporation to adopt and alter a corporate seal - The Corporation may adopt and alter a corporate seal, which can be impressed, affixed, or reproduced111 7.10 TRANSFER OF STOCK This section outlines the procedures for transferring shares of the Corporation's stock - Shares are transferable on the Corporation's books only by the record holder or authorized attorney, upon surrender of certificates (or instructions for uncertificated shares) and necessary evidence112 - No stock transfer is valid against the Corporation until entered in its stock records112 7.11 STOCK TRANSFER AGREEMENTS This section grants the Corporation the power to enter into agreements restricting stock transfers - The Corporation has the power to enter into agreements with stockholders to restrict the transfer of shares in any manner not prohibited by the DGCL113114 7.12 REGISTERED STOCKHOLDERS This section clarifies the Corporation's right to recognize only registered stockholders for dividends and voting - The Corporation is entitled to recognize the exclusive right of registered owners to receive dividends and vote115 - The Corporation is not bound to recognize equitable or other claims to shares from other persons, except as provided by Delaware law115 7.13 WAIVER OF NOTICE This section defines how notice requirements can be waived for meetings - A written waiver or waiver by electronic transmission, signed by the person entitled to notice, is equivalent to notice116 - Attendance at a meeting constitutes a waiver of notice, unless the person attends solely to object to the meeting's legality116 ARTICLE VIII - DELIVERY OF NOTICE; NOTICE BY ELECTRONIC TRANSMISSION This article specifies the methods and effectiveness of delivering notices to stockholders, including electronic transmission 8.1 DELIVERY OF NOTICE; NOTICE BY ELECTRONIC TRANSMISSION This section details the methods and effectiveness of delivering notices to stockholders, including provisions for electronic transmission - Notices to stockholders may be given in writing to mailing addresses or by electronic transmission to electronic mail addresses118 - Electronic mail notices must include a prominent legend indicating it's an important notice118 - Notices given by electronic transmission are effective if consented to by the stockholder, though electronic mail can be used without prior consent119 ARTICLE IX - INDEMNIFICATION This article mandates and permits indemnification and expense advancement for directors, officers, employees, and agents 9.1 INDEMNIFICATION OF DIRECTORS AND OFFICERS This section mandates the indemnification of directors and officers to the fullest extent permitted by Delaware law - The Corporation shall indemnify directors and officers against all liability and loss (including attorneys' fees, judgments, fines, and settlement amounts) incurred in connection with any proceeding by reason of their service123 - Indemnification for proceedings initiated by the person is only required if authorized by the Board123 9.2 INDEMNIFICATION OF OTHERS This section grants the Corporation the power to indemnify employees and agents - The Corporation has the power to indemnify employees and agents against liability and loss incurred in connection with proceedings by reason of their service, to the fullest extent permitted by law124 9.3 PREPAYMENT OF EXPENSES This section requires the prepayment of expenses for covered persons and permits it for employees/agents, subject to an undertaking to repay - The Corporation shall pay expenses (including attorneys' fees) incurred by covered persons in defending proceedings in advance of final disposition125 - Such advance payments require an undertaking by the person to repay if ultimately determined not entitled to indemnification126 9.4 DETERMINATION; CLAIM This section outlines the process for making and resolving claims for indemnification or expense advancement - If an indemnification or expense advancement claim is not paid within 60 days, the claimant may file suit to recover the unpaid amount127 - In such a suit, the Corporation bears the burden of proving the claimant was not entitled to the requested indemnification or payment127 9.5 NON-EXCLUSIVITY OF RIGHTS This section clarifies that the indemnification rights provided are not exclusive of other available rights - The indemnification rights conferred by this Article are not exclusive of any other rights a person may have under statute, certificate of incorporation, bylaws, agreement, or stockholder/director vote128 9.6 INSURANCE This section permits the Corporation to purchase and maintain insurance for directors, officers, employees, and agents - The Corporation may purchase and maintain insurance on behalf of any director, officer, employee, or agent against liabilities, whether or not the Corporation would have the power to indemnify them under DGCL129 9.7 OTHER INDEMNIFICATION This section specifies that the Corporation's indemnification obligations may be reduced by amounts collected from other entities - The Corporation's obligation to indemnify or advance expenses to a person serving at its request for another entity shall be reduced by any amount such person collects from that other entity130 9.8 CONTINUATION OF INDEMNIFICATION This section ensures that indemnification rights continue even after a person ceases to be a director or officer - Indemnification and prepayment rights continue after a person ceases to be a director or officer and inure to the benefit of their estate and heirs131 9.9 AMENDMENT OR REPEAL This section establishes that the indemnification provisions constitute a contract and protects existing rights from adverse amendment or repeal - The provisions of Article IX constitute a legally binding contract between the Corporation and its current/former directors and officers, with rights fully vested upon adoption of bylaws or commencement of service132133 - Any repeal or modification of Article IX shall not adversely affect existing indemnification rights for acts or omissions occurring prior to such change133 - References to 'officer' in this Article are limited to specific roles appointed by the Board or delegated authority, excluding those merely holding a 'Vice President' title without formal appointment134 ARTICLE X - AMENDMENTS This article outlines the process and voting requirements for amending or repealing the Corporation's bylaws 10.1 AMENDMENTS This section outlines the process and voting requirements for amending or repealing the Corporation's bylaws - The Board is empowered to adopt, amend, or repeal the bylaws136 - Stockholder action to amend or repeal bylaws requires the affirmative vote of at least 66-2/3% of the voting power of all outstanding voting stock136 ARTICLE XI – FORUM SELECTION This article designates specific courts in Delaware as the exclusive forum for certain corporate litigation and federal courts for Securities Act claims 11.1 FORUM SELECTION This section designates specific courts in Delaware as the exclusive forum for certain corporate litigation and federal courts for Securities Act claims - The Court of Chancery in Delaware (or other Delaware state/federal courts if jurisdiction is lacking) is the sole and exclusive forum for derivative actions, fiduciary duty claims, DGCL claims, and internal affairs doctrine claims138 - Federal district courts of the United States are the exclusive forum for claims arising under the Securities Act of 1933139 - Any person acquiring shares is deemed to have notice of and consented to these forum selection provisions140 ARTICLE XII - DEFINITIONS This article provides definitions for key terms used throughout the bylaws, particularly related to electronic communications and the term 'person' 12.1 DEFINITIONS This section provides definitions for key terms used throughout the bylaws, particularly related to electronic communications and the term 'person' - An 'electronic transmission' is defined as any non-paper communication creating a retrievable record reproducible in paper form143 - An 'electronic mail' is an electronic transmission directed to a unique electronic mail address, including attachments and hyperlinked information144 - The term 'person' is broadly defined to include various legal entities and organizations146