CORPORATE GOVERNANCE

Corporate Bylaws

Entity: Rehabwheel Inc.
Jurisdiction: State of California

Publication on this website is informational and does not by itself establish adoption, amendment, effectiveness, or certification of these Bylaws. Corporate records and duly approved resolutions control.

Article I: Offices & Principal Place of Business

Section 1.1 Principal Executive Office

The principal executive office of Rehabwheel Inc. (the "Corporation") shall be located at 655 Bryant St, San Francisco, CA 94107. The Board of Directors may relocate this office or establish secondary R&D and operational facilities (including expansion footprints in Austin, Texas) at any time.

Section 1.2 Other Offices

The Corporation may also maintain offices at such other places, both within and outside the State of California, as the business of the Corporation may require.

Article II: Shareholders' Meetings

Section 2.1 Annual Meeting

The annual meeting of shareholders shall be held each year at a date and time designated by the Board of Directors, for the purpose of electing directors and conducting routine corporate business.

Section 2.2 Special Meetings

Special meetings of the shareholders may be called at any time by the Chief Executive Officer, the Board of Directors, or shareholders holding not less than ten percent (10%) of the voting power of the Corporation.

Section 2.3 Notice of Meetings

Written notice stating the place, date, and hour of any shareholder meeting shall be delivered personally or transmitted electronically to each shareholder of record not less than ten (10) nor more than sixty (60) days before the meeting date.

Article III: Board of Directors

Section 3.1 Powers & Governance

The business and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors. The Board may exercise all corporate powers and perform all lawful acts delegated by law or these Bylaws.

Section 3.2 Composition & Election

Directors need not be shareholders. The authorized number of directors shall be determined by resolution of the Board. Directors shall be elected at the annual meeting of shareholders and shall hold office until their successors are elected and qualified.

Section 3.3 Board Meetings

Regular meetings of the Board of Directors may be held without notice at such times and places as the Board may determine. Special meetings may be called by the Chief Executive Officer or a majority of the sitting directors.

Article IV: Officers

Section 4.1 Required Officers

The officers of the Corporation shall consist of a Chief Executive Officer (CEO), a Chief Technology Officer (CTO), a Chief Financial Officer (CFO), a Secretary, and such other officers as the Board of Directors may deem necessary.

Section 4.2 Duties of the Chief Executive Officer

The CEO shall serve as the primary executive and administrative head of the Corporation, presiding over general operations, engineering workflows, and corporate strategy in alignment with the Board.

Section 4.3 Removal & Resignation

Any officer may be removed by the Board of Directors at any time, with or without cause, without prejudice to the contractual rights of such officer.

Article V: Stock & Intellectual Property Protection

Section 5.1 Issuance of Shares

Shares of the Corporation shall be issued in accordance with forms and conditions approved by the Board of Directors and compliant with California corporate securities laws.

Section 5.2 Protection of Intellectual Property

In recognition of the Corporation's focus on advanced mechatronics, medical hardware, and physical artificial intelligence (including the LegMaker platform), all officers, employees, and contractors must execute comprehensive proprietary information and invention assignment agreements protecting all patents, trade secrets, and designs.

Article VI: Amendments

These Bylaws may be adopted, amended, or repealed by the vote of a majority of the Board of Directors or by the affirmative vote of a majority of the outstanding shares entitled to vote at a duly convened shareholders' meeting.