Company
Governance Document Library
The corporate-governance documents of BNB Standard Corporation (formerly CEA Industries Inc.), the legal issuer of Nasdaq-listed BNC. Each item links to its primary source - the SEC exhibit it was filed as, or the charter as published by the issuer.
Showing 4 of 4 categories
Charter documents
Articles of Incorporation
Filed 2010-01-28Exhibit 3.1 to the Registration Statement on Form S-1.
Subsequently amended five times; the amendments are Exhibits 3.2 through 3.5 of the Form 10-K exhibit index linked below. Restated 2026-09-04 and again 2026-09-29. The operative text is the Restated Articles filed 2026-09-29, listed below.
Restated Articles of Incorporation (September 4, 2026)
Filed with the Nevada Secretary of State 2026-09-04; superseded 2026-09-29Exhibit 3.1 to the Current Report on Form 8-K filed 2026-09-04 (accession 0001482541-26-000045).
Restates the Articles of Incorporation as then in effect and effects no amendment. Filed immediately after certificates of withdrawal (Exhibits 3.2 and 3.3 to the same Form 8-K) eliminating the Series A Preferred and Series B Convertible Preferred certificates of designation; no shares of either series were outstanding and authorized capital stock was unchanged. Superseded by the Restated Articles filed 2026-09-29, listed next.
Restated Articles of Incorporation
Filed with the Nevada Secretary of State 2026-09-29Exhibit 3.2 to the Current Report on Form 8-K filed 2026-10-02 (accession 0001482541-26-000056).
The operative articles. They integrate into a single instrument the Restated Articles of September 4, 2026 and the Certificate of Amendment (Exhibit 3.1 to the same Form 8-K) that changed the corporate name from CEA Industries Inc. to BNB Standard Corporation, effective 12:01 a.m. Pacific Time on 2026-09-29, and make no further amendment. They note the Certificate of Designation of the Series C Junior Participating Preferred Stock, which remains in effect.
Amended and Restated Bylaws
Effective 2026-10-02Exhibit 3.3 to the Current Report on Form 8-K filed 2026-10-02 (accession 0001482541-26-000056).
Adopted by the Board on 2026-10-02 on the recommendation of the Nominating and Governance Committee, effective immediately. They amend and restate the bylaws in effect before that date; Item 5.03 of the same Form 8-K summarizes the changes.
Board committee charters
Audit Committee Charter
Version posted by the issuer as of 2026-09-30Issuer PDF hosted at bnbstandard.com/documents, retrieved 2026-09-30.
Compensation Committee Charter
Version posted by the issuer as of 2026-09-30Issuer PDF hosted at bnbstandard.com/documents, retrieved 2026-09-30.
Nominating & Governance Committee Charter
Version posted by the issuer as of 2026-09-30Issuer PDF hosted at bnbstandard.com/documents, retrieved 2026-09-30.
Corporate policies
Code of Business Conduct and Ethics
Adopted 2018-02-13Exhibit 14 to the Current Report on Form 8-K filed 2018-02-14; incorporated by reference as Exhibit 14.1 to the FY2026 Form 10-K.
Adopted under the company's former name, Surna Inc., and remains the Code in force under BNB Standard Corporation (formerly CEA Industries Inc.).
Statement of Policy on Insider Trading
Adopted by the Board; filed with the FY2024 Form 10-KExhibit 19.1 to the Annual Report on Form 10-K filed 2025-03-27.
Policy for the Recovery of Erroneously Awarded Compensation
Adopted 2023-03-01Exhibit 99.1 to the Annual Report on Form 10-K filed 2025-03-27; listed as Exhibit 97.1 in the FY2026 exhibit index.
The compensation clawback policy required by Nasdaq Listing Rule 5608 and Exchange Act Rule 10D-1.
Board and stockholder processes
Related-party transaction review
Standing committee dutyAudit Committee Charter; disclosures in the 2026 proxy statement.
The Audit Committee reviews and approves, at least annually, all related-party transactions requiring public disclosure. Transactions themselves are disclosed under “Certain Relationships and Related Transactions” in the proxy statement.
Reporting concerns and whistleblower protection
Adopted 2018-02-13Code of Business Conduct and Ethics, “Reporting Violations and Complaint Handling”; Audit Committee Charter.
Concerns about conduct, accounting, internal accounting controls or auditing matters go to the Audit Committee, including by confidential, anonymous written submission to its Chairman. Retaliation against a person who reports is prohibited.
Investor contact page; process described in the proxy statement.
Sources last fetched and confirmed 2026-10-03. The authoritative list of governance documents incorporated by reference is the exhibit index to the Annual Report on Form 10-K for the fiscal year ended April 30, 2026; board composition, committee membership and related-party disclosures are in the 2026 proxy statement. All filings are on SEC EDGAR under CIK 0001482541. Where a filing and this page differ, the filing controls.