Coinbase Global : Bylaws

About this update from Coinbase Global, Inc.

Exhibit 3.2 COINBASE GLOBAL, INC. (a Texas corporation) BYLAWS As Effective December 15, 2025 TABLE OF CONTENTS Section 1.1 Annual Meetings 1 Page ARTICLE I. SHAREHOLDERS 1 Section 1.3 Notice of Meetings 1 Section 1.2 Special Meetings 1 Section 1.5 Quorum 1 Section 1.4 Adjournments 1 Section 1.7 Voting; Proxies 2 Section 1.6 Organization 2 Section 1.9 List of Shareholders Entitled to Vote 2 Section 1.8 Fixing Date for Determination of Shareholders of Record 2 1.10.1 Applicability 2 Section 1.10 Inspectors of Elections. 2 1.10.3 Inspector's Oath 3 1.10.2 Appointment 3 1.10.5 Opening and Closing of Polls 3 1.10.4 Duties of Inspectors 3 Section 1.11 Conduct of Meetings 3 1.10.6 Determinations 3 1.12.1 Annual Meeting of Shareholders 3 Section 1.12 Notice of Shareholder Business; Nominations. 3 1.12.3 Special Meetings of Shareholders 8 1.12.2 Submission of Questionnaire, Representation and Agreement 8 Section 1.13 Delivery to the Corporation 10 1.12.4 General 9 Section 2.1 Number; Qualifications 10 ARTICLE II. BOARD OF DIRECTORS 10 Section 2.3 Regular Meetings 11 Section 2.2 Election; Resignation; Removal; Vacancies 10 Section 2.5 Remote Meetings Permitted 11 Section 2.4 Special Meetings 11 Section 2.7 Organization 11 Section 2.6 Quorum; Vote Required for Action 11 Section 2.9 Powers 11 Section 2.8 Unanimous Action by Directors in Lieu of a Meeting 11 Section 2.11 Confidentiality 11 Section 2.10 Compensation of Directors 11 Section 2.13 Chairperson of the Board 12 Section 2.12 Emergency Bylaws 11 ARTICLE III. COMMITTEES 12 Section 2.14 Lead Independent Director 12 Section 3.2 Committee Rules 12 Section 3.1 Committees 12 Section 4.1 Generally 12 ARTICLE IV. OFFICERS 12 Section 4.3 President 13 Section 4.2 Chief Executive Officer 13 Section 4.5 Chief Financial Officer 13 Section 4.4 Chief Operating Officer 13 Section 4.6 Treasurer 13 Section 4.7 Vice President 13 Section 4.9 Delegation of Authority 13 Section 4.8 Secretary 13 ARTICLE V. STOCK 14 Section 4.10 Removal 13 Section 5.2 Shares Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates or Uncertificated 14 Section 5.1 Certificates; Uncertificated Shares 14 ARTICLE VI. INDEMNIFICATION 14 Section 5.3 Other Regulations 14 Section 6.2 Advance of Expenses 14 Section 6.1 Indemnification of Officers and Directors 14 Section 6.4 Indemnification Contracts 15 Section 6.3 Non-Exclusivity of Rights 15 6.5.1 Right to Bring Suit 15 Section 6.5 Right of Indemnitee to Bring Suit 15 6.5.3 Burden of Proof 15 6.5.2 Effect of Determination 15 Section 6.7 Nature of Rights 15 Section 6.6 Successful Defense 15 ARTICLE VII. NOTICES 16 Section 6.8 Insurance 15 7.1.2 Affidavit of Giving Notice 16 7.1.1 Form and Delivery 16 ARTICLE VIII. INTERESTED DIRECTORS 16 Section 7.2 Waiver of Notice 16 Section 8.2 Quorum 16 Section 8.1 Interested Directors 16 Section 9.1 Fiscal Year 16 ARTICLE IX. MISCELLANEOUS 16 Section 9.3 Form of Records 16 Section 9.2 Seal 16 Section 9.5 Certificate of Formation Governs 17 Section 9.4 Reliance Upon Books and Records 16 Section 9.7 Time Periods 17 Section 9.6 Severability 17 ARTICLE XI. CHOICE OF FORUM; EXCLUSIVE FORUM 17 ARTICLE X. AMENDMENT 17 ARTICLE XII. OWNERSHIP THRESHOLD FOR DERIVATIVE PROCEEDINGS 17 ‌ARTICLE I. SHAREHOLDERS Section 1.1 Annual Meetings . If required by applicable law, an annual meeting of shareholders shall be held for the election of directors at such date and time as the Board of Directors (the " Board ") of Coinbase Global, Inc. (the " Corporation ") shall each year fix. The meeting may be held either at a place, within or without the State of Texas as permitted by the Texas Business Organizations Code (the " TBOC "), or by means of remote communication as the Board in its sole discretion may determine. Any proper business may be transacted at the annual meeting. Section 1.2 Special Meetings . Special meetings of shareholders for any purpose or purposes shall be called in the manner set forth in the Certificate of Formation of the Corporation (as the same may be amended and/or restated from time to time, the " Certificate of Formation "). The special meeting may be held either at a place, within or without the State of Texas, or by means of remote communication as the Board in its sole discretion may determine. Business transacted at any special meeting of shareholders shall be limited to matters relating to the purpose or purposes stated in the notice of the meeting. Section 1.3 Notice of Meetings . Notice of all meetings of shareholders shall be given in accordance with applicable law (including, without limitation, as set forth in Section 7.1 of these Bylaws) stating the date, time and place, if any, of the meeting, the means of remote communications, if any, by which shareholders and proxy holders may be deemed to be present in person and vote at such meeting, in case of a meeting held by remote communication, information on how to access the list of shareholders entitled to vote at the meeting, and the record date for determining the shareholders entitled to vote at the meeting (if such date is different from the record date for determining the shareholders entitled to notice of the meeting). In the case of a special meeting, such notice shall also set forth the purpose or purposes for which the meeting is called. Unless otherwise required by applicable law or the Certificate of Formation, notice of any meeting of shareholders shall be given not less than ten (10), nor more than sixty (60), days before the date of the meeting to each shareholder of record entitled to vote at such meeting as of the record date for determining the shareholders entitled to notice of the meeting. Section 1.4 Adjournments . Notwithstanding Section 1.5 of these Bylaws, the chairperson of the meeting shall have the power to adjourn the meeting to another time, date and place (if any) regardless of whether a quorum is present, at any time and for any reason. Any meeting of shareholders, annual or special, may be adjourned from time to time (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), and notice need not be given of any such adjourned meeting if the time, date and place (if any) thereof and the means of remote communication (if any) by which shareholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable shareholders and proxy holders to participate in the meeting by means of remote communication or (iii) set forth in the notice of meeting given in accordance with Section 21.353 of the TBOC, provided , however , that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for determination of shareholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of shareholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each shareholder of record as of the record date so fixed for notice of such adjourned meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. To the fullest extent permitted by law, if a quorum is present at the original meeting, it shall also be deemed present at the adjourned meeting. To the fullest extent permitted by law, the Board may postpone, reschedule or cancel at any time and for any reason any previously scheduled special or annual meeting of shareholders before it (or any adjournment) is to be held, regardless of whether any notice or public disclosure with respect to any such meeting (or adjournment) has been sent or made pursuant to Section 1.3 hereof or otherwise, in which case notice shall be provided to the shareholders of the new date, time and place, if any, of the meeting as provided in Section 1.3 above. Section 1.5 Quorum . Except as otherwise required by applicable law or provided by the Certificate of Formation or these Bylaws, at each meeting of shareholders the holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided , however , that where a separate vote by a class or classes or series of stock is required by applicable law or the Certificate of Formation, the holders of a majority of the voting power of the shares of such class or classes or series of the stock issued and outstanding and entitled to vote on such matter, present in person or represented by proxy at the meeting, shall constitute a quorum entitled to take action with respect to the vote on such matter. If a quorum shall fail to attend any meeting, the chairperson of the meeting or, if directed to be voted on by the chairperson of the meeting, the holders of a majority of the voting power of the shares entitled to vote who are present in person or represented by proxy at the meeting may adjourn the meeting. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum, including, to the fullest extent permitted by law, at any adjournment thereof (unless a new record date is fixed for the adjourned meeting). Section 1.6 Organization . Meetings of shareholders shall be presided over by (a) such person as the Board may designate, or (b) in the absence of such a person, the Chairperson of the Board, or (c) in the absence of such person, the Lead Independent Director, or, (d) in the absence of such person, the Chief Executive Officer of the Corporation, or (e) in the absence of such person, the President of the Corporation, or (f) in the absence of such person, by a Vice President. The Secretary of the Corporation shall act as secretary of the meeting, but in such person's absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. Section 1.7 Voting; Proxies . Each shareholder of record entitled to vote at a meeting of shareholders may authorize another person or persons to act for such shareholder by proxy. Such a proxy may be prepared, transmitted and delivered in any manner permitted by applicable law. Except as may be required in the Certificate of Formation, directors shall be elected by a plurality of the votes cast by the holders of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. At all meetings of shareholders at which a quorum is present, unless a different or minimum vote is required by applicable law, rule or regulation applicable to the Corporation or its securities, the rules or regulations of any stock exchange applicable to the Corporation, the Certificate of Formation or these Bylaws, in which case such different or minimum vote shall be the applicable vote on the matter, every matter other than the election of directors shall be decided by the affirmative vote of the holders of a majority of the voting power of the shares of stock entitled to vote on such matter that are present in person or represented by proxy at the meeting and are voted for or against the matter (or if there are two or more classes or series of stock entitled to vote as separate classes, then in the case of each class or series, the holders of a majority of the voting power of the shares of stock of that class or series present in person or represented by proxy at the meeting voting for or against such matter). Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for exclusive use by the Board. Section 1.8 Fixing Date for Determination of Shareholders of Record . In order that the Corporation may determine the shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the shareholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at 5:00 p.m. Eastern Time on the day next preceding the day on which notice is given, or, if notice is waived, at 5:00 p.m. Eastern Time on the day next preceding the day on which the meeting is held. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided , however , that the Board may fix a new record date for determination of shareholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for shareholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of shareholders entitled to vote in accordance herewith at the adjourned meeting. In order that the Corporation may determine the shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which shall not be more than sixty (60) days prior to such action. If no such record date is fixed by the Board, then the record date for determining shareholders for any such purpose shall be at 5:00 p.m. Eastern Time on the day on which the Board adopts the resolution relating thereto. Section 1.9 List of Shareholders Entitled to Vote . The Corporation shall prepare, no later than the eleventh (11th) day before each meeting of shareholders, a complete list of shareholders entitled to vote at the meeting, and such other information required by the TBOC, arranged in alphabetical order and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Nothing herein shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be kept on file at the registered office or principal executive office of the Corporation, and shall be open to the examination of any shareholder, for any purpose germane to the meeting, for a period of ten (10) days ending on the day before the meeting date in accordance with Section 21.372 of the TBOC. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to shareholders of the Corporation. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the shareholders entitled to examine the list of shareholders required by this Section 1.9 or to vote in person or by proxy at any meeting of shareholders. Notwithstanding the foregoing, the Corporation may maintain and authorize examination of the list of shareholders in any manner expressly permitted by the TBOC at the time. Section 1.10 Inspectors of Elections . 1.10.1 Applicability . Unless otherwise required by the Certificate of Formation or by applicable law, the following provisions of this Section 1.10 shall apply only if and when the Corporation has a class of voting stock

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