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# **PROVANCE HOLDINGS, LLC**

## **Imperial Company Bylaws**

### **As Amended and Restated [DATE]**

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## **PREAMBLE**

**WHEREAS**, Provance Holdings, LLC (the "Company") was organized as a limited liability company under the laws of the State of [STATE], United States of America; and

**WHEREAS**, the Company is designated as an **Imperial Company** of the Confederated Empire of Bir Tawil and Territories (the "Empire"), existing under the sovereignty and authority of His Imperial Majesty Bryce L.S.P. Ivrea I; and

**WHEREAS**, these Bylaws are enacted to govern the Company's operations in accordance with both the laws of the United States and the Imperial Law of the Empire;

**NOW, THEREFORE**, these Bylaws are adopted as the governing instrument of Provance Holdings, LLC.

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## **ARTICLE I: DEFINITIONS**

**1.01 "Empire"** means the Confederated Empire of Bir Tawil and Territories, a sovereign aspirant state established November 2, 2020.

**1.02 "His Imperial Majesty"** or "the Emperor" means Bryce L.S.P. Ivrea I, Basileus and Autokrator of the Confederated Empire.

**1.03 "Imperial Chancellery"** means the executive administrative body of the Empire responsible for foreign and domestic affairs.

**1.04 "Imperial Treasury"** means the treasury of the Confederated Empire.

**1.05 "Imperial Citizen"** means a natural person holding valid citizenship in the Confederated Empire.

**1.06 "Imperial Law"** means the Constitution, statutes, decrees, and legal instruments of the Confederated Empire.

**1.07 "Managing Director"** means the individual appointed by His Imperial Majesty to oversee Company operations.

**1.08 "Board of Advisors"** means the body of Imperial officials providing strategic guidance to the Company.

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## **ARTICLE II: PURPOSE AND POWERS**

**2.01 Corporate Purpose.** The Company is organized to:

- (a) Own, manage, and develop assets in support of the Empire's territorial and economic objectives;

- (b) Generate revenue for the Imperial Treasury;

- (c) Employ Imperial Citizens and provide economic opportunity for the Empire's population;

- (d) Conduct scientific, anthropological, and business research;

- (e) Support Projects Osiris and Poseidon;

- (f) Establish banking and financial relationships in multiple jurisdictions;

- (g) Serve as the commercial and legal vehicle of the Empire internationally.

**2.02 Imperial Supremacy Clause.** Where the laws of the United States or any other jurisdiction conflict with Imperial Law regarding matters of Imperial governance, citizenship, diplomatic protocol, or territorial authority, Imperial Law shall prevail within the Company's operations to the extent permitted by applicable law.

**2.03 Dual Jurisdiction.** The Company acknowledges and operates under:

- (a) The corporate laws of its state of registration; and

- (b) The Imperial Law of the Confederated Empire.

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## **ARTICLE III: MEMBERSHIP AND OWNERSHIP**

**3.01 Sole Member.** His Imperial Majesty Bryce L.S.P. Ivrea I is the sole Member of the Company, holding 100% ownership interest.

**3.02 Membership Transfer.** Membership interest may only be transferred to:

- (a) The Crown of the Confederated Empire;

- (b) A successor Emperor of the Confederated Empire;

- (c) An Imperial Company designated by His Imperial Majesty.

**3.03 Member Resolutions.** As sole Member, His Imperial Majesty may:

- (a) Adopt, amend, or repeal these Bylaws;

- (b) Admit additional Members (provided total Imperial ownership remains 100%);

- (c) Dissolve the Company;

- (d) Merge or consolidate the Company;

- (e) Make any other decision reserved to the Member under applicable law or these Bylaws.

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## **ARTICLE IV: MANAGEMENT**

**4.01 Managing Director.** The Company shall be managed by a Managing Director appointed by His Imperial Majesty. The Managing Director shall be an Imperial Citizen.

**4.02 Qualifications for Managing Director.** The Managing Director must:

- (a) Be an Imperial Citizen in good standing for not less than [ONE] year;

- (b) Hold a noble title or Imperial office, or be granted a waiver by His Imperial Majesty;

- (c) Execute an Oath of Loyalty to the Empire;

- (d) Report to the Imperial Chancellery on a quarterly basis.

**4.03 Powers of Managing Director.** The Managing Director shall have authority to:

- (a) Conduct the day-to-day operations of the Company;

- (b) Enter contracts and agreements on behalf of the Company;

- (c) Hire, supervise, and terminate employees and contractors;

- (d) Manage Company assets and finances;

- (e) Represent the Company in legal and business matters;

- (f) Execute all documents necessary to Company operations.

**4.04 Limitations on Authority.** The Managing Director may not, without approval of His Imperial Majesty or the Imperial Chancellery:

- (a) Sell or encumber Company assets valued in excess of $[AMOUNT];

- (b) Enter into contracts with terms exceeding [FIVE] years;

- (c) Assume debt obligations exceeding $[AMOUNT];

- (d) Change the fundamental business purpose of the Company;

- (e) Transfer membership interest;

- (f) Dissolve or merge the Company.

**4.05 Board of Advisors.** His Imperial Majesty may appoint a Board of Advisors to provide strategic guidance to the Managing Director. The Board shall consist of:

- (a) The Grand Logothete of the Imperial Chancellery (or designee);

- (b) The Logothete of the Treasury;

- (c) Up to [THREE] additional Imperial officials or advisors.

**4.06 Board Functions.** The Board of Advisors shall:

- (a) Meet quarterly to review Company operations;

- (b) Advise the Managing Director on strategic matters;

- (c) Review and approve annual budgets;

- (d) Report to His Imperial Majesty on Company performance;

- (e) Ensure alignment between Company operations and Imperial objectives.

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## **ARTICLE V: IMPERIAL REPORTING AND OVERSIGHT**

**5.01 Quarterly Reports.** The Managing Director shall submit to the Imperial Chancellery within [THIRTY] days of each quarter-end:

- (a) Financial statements including balance sheet, income statement, and cash flow;

- (b) Narrative report on operations and significant developments;

- (c) Updates on Projects Osiris and Poseidon;

- (d) Personnel report including Imperial Citizens employed;

- (e) Any legal or regulatory matters affecting the Company.

**5.02 Annual Report.** The Managing Director shall submit an Annual Report to His Imperial Majesty within [SIXTY] days of each fiscal year-end, including:

- (a) Audited financial statements (if required);

- (b) Comprehensive review of Company performance;

- (c) Strategic plan for the upcoming year;

- (d) Assessment of progress toward Imperial objectives;

- (e) Recommendations for Imperial policy or action.

**5.03 Imperial Audit.** The Imperial Chancellery may conduct audits of Company records at any time upon [TEN] days' notice.

**5.04 Imperial Decrees.** His Imperial Majesty may issue Imperial Decrees directing Company operations, which shall be binding on the Managing Director and Board of Advisors.

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## **ARTICLE VI: FINANCIAL PROVISIONS**

**6.01 Fiscal Year.** The Company's fiscal year shall be [JANUARY 1 — DECEMBER 31].

**6.02 Imperial Treasury Contribution.** The Company shall contribute [TWENTY-FIVE PERCENT] of net profits to the Imperial Treasury annually, payable within [THIRTY] days of fiscal year-end.

**6.03 Reserve Requirements.** The Company shall maintain reserves as directed by the Imperial Chancellery to ensure operational continuity and funding of Imperial projects.

**6.04 Banking Relationships.** The Managing Director shall establish and maintain banking relationships in multiple jurisdictions as directed by the Imperial Chancellery.

**6.05 Financial Controls.** The Company shall implement financial controls sufficient to prevent fraud, waste, and mismanagement, including:

- (a) Separation of duties in financial operations;

- (b) Dual signatures on checks exceeding $[AMOUNT];

- (c) Monthly reconciliation of accounts;

- (d) Annual review by qualified accounting professionals.

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## **ARTICLE VII: PERSONNEL**

**7.01 Employment of Imperial Citizens.** The Company shall give preference to Imperial Citizens in hiring, particularly for positions of trust and authority.

**7.02 Oath of Loyalty.** All employees holding positions of authority shall execute an Oath of Loyalty to the Empire, acknowledging:

- (a) The sovereignty of His Imperial Majesty;

- (b) The supremacy of Imperial Law in matters of Imperial governance;

- (c) The confidential nature of Imperial business;

- (d) Loyalty to the Empire above personal gain.

**7.03 Imperial Titles.** Imperial noble titles shall be recognized and respected in Company operations. Employees holding Imperial titles may use them in Company business.

**7.04 Discipline.** The Managing Director may discipline employees for violation of Company policies or Imperial Law. Serious matters may be referred to Imperial courts.

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## **ARTICLE VIII: PROJECTS**

**8.01 Project Osiris.** The Company shall support Project Osiris (Bir Tawil development) through:

- (a) Funding for research and infrastructure;

- (b) Logistical support for expeditions;

- (c) Equipment and supply procurement;

- (d) Personnel deployment as required.

**8.02 Project Poseidon.** The Company shall be the primary vehicle for Project Poseidon (maritime platform), including:

- (a) Platform acquisition and financing;

- (b) Legal registration and flagging;

- (c) Operational management;

- (d) Revenue generation to support platform operations.

**8.03 Imperial Foreign Mission Support.** The Company shall provide logistical and financial support to Imperial Foreign Missions, including the Mission to the EZLN.

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## **ARTICLE IX: LEGAL COMPLIANCE**

**9.01 US Law Compliance.** The Company shall comply with all applicable laws of the United States and the State of [STATE], including:

- (a) Tax obligations;

- (b) Employment laws;

- (c) Environmental regulations;

- (d) Securities laws (if applicable);

- (e) Banking regulations.

**9.02 Foreign Law Compliance.** The Company shall comply with applicable laws in foreign jurisdictions where it operates.

**9.03 Conflict Resolution.** In the event of conflict between Imperial Law and local law:

- (a) The Company shall comply with local law to avoid civil or criminal liability;

- (b) The Managing Director shall immediately report the conflict to the Imperial Chancellery;

- (c) His Imperial Majesty may issue guidance on resolution;

- (d) The Company may withdraw from jurisdictions where compliance with Imperial Law is impossible.

**9.04 Sovereign Immunity.** The Company asserts that it operates as an instrumentality of a sovereign aspirant state. While it shall comply with local law as a matter of comity, it reserves all rights and immunities available to sovereign entities under international law.

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## **ARTICLE X: RECORDS AND ARCHIVES**

**10.01 Corporate Records.** The Company shall maintain:

- (a) Minutes of all Board of Advisors meetings;

- (b) Financial records for [SEVEN] years;

- (c) Contracts and agreements;

- (d) Personnel files;

- (e) Correspondence with the Imperial Chancellery.

**10.02 Imperial Archives.** Copies of all significant documents shall be deposited with the Imperial Archives for preservation.

**10.03 Access.** The Imperial Chancellery shall have access to all Company records upon request.

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## **ARTICLE XI: AMENDMENTS**

**11.01 Amendment Authority.** These Bylaws may be amended by:

- (a) His Imperial Majesty acting as sole Member; or

- (b) The Managing Director with approval of the Board of Advisors and ratification by His Imperial Majesty.

**11.02 Effective Date.** Amendments shall be effective upon adoption unless otherwise specified.

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## **ARTICLE XII: DISSOLUTION**

**12.01 Dissolution Authority.** The Company may be dissolved by:

- (a) His Imperial Majesty acting as sole Member; or

- (b) Operation of law.

**12.02 Asset Distribution.** Upon dissolution, assets shall be distributed:

- (a) First, to satisfy debts and obligations;

- (b) Second, to the Imperial Treasury;

- (c) Third, as directed by His Imperial Majesty.

**12.03 Continuation of Imperial Functions.** In the event of dissolution, His Imperial Majesty may direct that essential functions continue under another Imperial Company or instrumentality.

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## **CERTIFICATION**