Article I: Name and Purpose

1. Name: The official name of the company is iWebGenics Pvt Ltd.
2. Purpose: iWebGenics Pvt Ltd is dedicated to providing web design, development, and digital services, as well as offering remote employee solutions through MyOffshoreEmployees.com.

Article II: Offices

1. Principal Office: The principal office of iWebGenics Pvt Ltd shall be located as designated in its incorporation documents, with any future relocations subject to board approval.
2. Additional Offices: The company may establish additional offices as needed.

Article III: Board of Directors

1. Powers and Duties: The Board of Directors is responsible for overseeing the company’s operations, strategic direction, and ensuring compliance with legal and ethical standards.
2. Number and Qualifications: The number of directors and any specific qualifications required shall be determined by the shareholders or initial founders.
3. Meetings: Board meetings will be held quarterly. Special meetings may be called with prior notice as specified by the board.
4. Quorum and Voting: A majority of board members constitutes a quorum, and decisions are made by majority vote unless otherwise specified.

Article IV: Officers

1. Designation: The company shall have a CEO, HR Director, Operations Manager, and any other officers as designated by the board.
2. Roles and Responsibilities:

– CEO: Oversees all aspects of the company, makes executive decisions, and acts as the primary point of contact for external relationships.

– HR Director: Manages human resources policies, recruitment, and employee relations.

– Operations Manager: Handles day-to-day operations, ensures smooth workflow, and manages client deliverables.

3. Removal and Resignation: Officers may be removed by the board for cause or may resign with notice.

Article V: Shareholders and Shares

1. Shareholder Meetings: Annual general meetings shall be held for reviewing the company’s performance and electing directors.
2. Voting Rights: Each share confers one vote. Shareholder resolutions require a majority vote, with certain actions (e.g., amendments to bylaws) requiring a supermajority.
3. Transfer of Shares: Shares may only be transferred with board approval, adhering to any existing shareholder agreements.

Article VI: Financial Matters

1. Fiscal Year: The fiscal year of iWebGenics Pvt Ltd shall begin on April 1 and end on March 31 of each year.
2. Bank Accounts: All funds of the company shall be deposited in accounts approved by the board.
3. Dividends and Distributions: Any distribution of profits is at the discretion of the board and will follow applicable laws and financial policies.
4. Audits: The company shall conduct annual audits to ensure financial compliance and transparency.

Article VII: Employment Policies

1. Hiring and Employment: Employees will be hired based on company needs and qualifications. For specialized roles like Graphic Designer and Video Editor, job responsibilities may include both design and editing tasks.
2. Remote Employment Services: Through MyOffshoreEmployees.com, the company offers dedicated remote employees at hourly tariffs starting from $4/$5.
3. Code of Conduct: Employees are expected to adhere to professional conduct policies, maintaining the integrity and reputation of iWebGenics Pvt Ltd.
4. Termination: Employees may be terminated for breach of conduct or failure to meet performance standards, following HR policies.

Article VIII: Intellectual Property

1. Ownership: All intellectual property created by employees within their role is the property of iWebGenics Pvt Ltd.
2. Confidentiality: Employees and directors are required to maintain confidentiality regarding sensitive information, proprietary knowledge, and client data.

Article IX: Amendments

1. Amendments to Bylaws: These bylaws may be amended by a supermajority vote of the board or shareholders as applicable.