Corporate Bylaws - Michigan

BYLAWS OF [____________________], a Michigan corporation

A for-profit corporation organized under the Michigan Business Corporation Act, MCL 450.1101 et seq. (the "Act" or "MBCA").

Effective Date: [__/__/____]

TABLE OF CONTENTS

1. Article I — Offices and Resident Agent
2. Article II — Shareholders
3. Article III — Board of Directors
4. Article IV — Committees
5. Article V — Officers
6. Article VI — Shares and Transfers
7. Article VII — Indemnification and Advance of Expenses
8. Article VIII — Distributions and Dividends
9. Article IX — Records and Reports
10. Article X — Corporate Seal, Fiscal Year, and General Provisions
11. Article XI — Amendment of Bylaws
12. Article XII — Emergency Bylaws
13. Certification / Secretary's Adoption Block
14. Sources and References

ARTICLE I — OFFICES AND RESIDENT AGENT

Section 1.1 Principal Office. The principal office of the corporation shall be located at [____________________], or at such other place as the Board may from time to time determine. The corporation may also have offices at such other places, within or without the State of Michigan, as the Board may designate or the business of the corporation may require.

Section 1.2 Registered Office and Resident Agent. The corporation shall continuously maintain in Michigan a registered office and a resident agent as required by MCL 450.1241. The resident agent is [____________________], whose registered office address is [____________________]. The Board may change the registered office or resident agent from time to time by filing the appropriate statement with LARA as provided in MCL 450.1242.

ARTICLE II — SHAREHOLDERS

Section 2.1 Place of Meetings. Pursuant to MCL 450.1401, meetings of shareholders may be held at the registered office of the corporation or at any other place, within or without the State of Michigan, stated in or fixed in accordance with these Bylaws. If no place is stated or fixed, meetings shall be held at the corporation's registered office.

Section 2.2 Annual Meeting. Pursuant to MCL 450.1402, the corporation shall hold an annual meeting of shareholders for the election of directors and the transaction of other business at a time and place determined by or in the manner provided by these Bylaws. The annual meeting shall be held on [____________________], or on such other date and at such time as the Board may fix. If the annual meeting is not held on the date designated, the Board shall cause the meeting to be held as soon thereafter as is convenient; the failure to hold the annual meeting at the designated time does not affect the validity of any corporate action.

Section 2.3 Special Meetings. Pursuant to MCL 450.1403, a special meeting of shareholders may be called by the Board, by officers, directors, or shareholders as provided in the Articles or these Bylaws, or as otherwise provided by the Act. [Special meetings may be called by the chair of the Board, the president, a majority of the Board, or the holders of not less than [____]% of all the shares entitled to vote at the meeting.] Business transacted at a special meeting is confined to the purposes stated in the notice of the meeting.

Section 2.4 Notice of Meetings. Pursuant to MCL 450.1404, written notice of the time, place (if any), and purposes of a 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 the meeting. Notice may be given in any manner permitted by the Act, including by electronic transmission to the extent consented to by the shareholder under MCL 450.1406a.

Section 2.5 Waiver of Notice; Attendance. A shareholder may waive notice of any meeting before or after the meeting. Attendance of a shareholder at a meeting, in person or by proxy, constitutes a waiver of notice of the meeting except where the shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting was not lawfully called or convened, all as provided in MCL 450.1404 and MCL 450.1406a.

Section 2.6 Remote Participation. Pursuant to MCL 450.1405, unless otherwise restricted by the Articles or these Bylaws, a shareholder may participate in a meeting of shareholders by a conference telephone or by other means of remote communication through which all persons participating may communicate with the other participants, subject to any guidelines and procedures the Board adopts and the conditions of that section. Participation by such means constitutes presence in person at the meeting.

Section 2.7 Record Date. Pursuant to MCL 450.1412, the Board may fix, in advance, a record date for determining the shareholders entitled to notice of and to vote at a meeting, to express consent or dissent to corporate action without a meeting, to receive a distribution, or for any other proper purpose. A record date may not precede the date on which the Board resolution fixing it is adopted and, for a meeting, may not be more than sixty (60) days nor fewer than ten (10) days before the meeting date, except as otherwise provided by the Act.

Section 2.8 List of Shareholders. Pursuant to MCL 450.1413, the officer or agent having charge of the stock transfer books shall prepare and make available a complete list of the shareholders entitled to vote at a meeting, arranged in alphabetical order within each class and series, with the address of and the number of shares held by each, as provided in that section.

Section 2.9 Quorum. Pursuant to MCL 450.1415, unless a greater or lesser quorum is provided in the Articles, in these Bylaws as authorized by the Act, or by the Act, shares entitled to cast a majority of the votes at a meeting constitute a quorum at the meeting. The shareholders present in person or by proxy at a meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave fewer than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a vote of the shares present.

Section 2.10 Voting. Pursuant to MCL 450.1441, unless otherwise provided in the Articles, each outstanding share is entitled to one (1) vote on each matter submitted to a vote. When an action, other than the election of directors, is to be taken by a vote of the shareholders, it is authorized by a majority of the votes cast by the holders of shares entitled to vote on the action, unless a greater vote is required by the Act or the Articles. Directors are elected by a plurality of the votes cast at an election, unless otherwise provided in the Articles or these Bylaws as permitted by the Act.

Section 2.11 Proxies. Pursuant to MCL 450.1421, a shareholder entitled to vote at a meeting or to express consent or dissent without a meeting may authorize one or more other persons to act for the shareholder by proxy. A proxy is not valid after the expiration of three (3) years from its date unless the proxy provides for a longer period. A proxy is revocable at the pleasure of the shareholder executing it except as otherwise provided in MCL 450.1422 (irrevocable proxies).

Section 2.12 Action Without Meeting. Pursuant to MCL 450.1407, if and to the extent the Articles so provide, any action required or permitted to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if consents in writing setting forth the action are signed by the holders of outstanding shares having at least the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted; such consents are subject to the sixty (60)-day delivery requirement, the dating requirements, and the prompt-notice requirement of § 450.1407(1). In all events, action may be taken without a meeting if, before or after the action, all the shareholders entitled to vote consent in writing, as provided in MCL 450.1407(2). An electronic transmission consenting to an action satisfies the writing, signature, and date requirements as provided in MCL 450.1407(3).

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 Management by Board. Pursuant to MCL 450.1501, the business and affairs of the corporation shall be managed by or under the direction of the Board, except as otherwise provided in the Act or in the Articles, or in an agreement among shareholders authorized by the Act.

Section 3.2 Number and Qualifications. Pursuant to MCL 450.1505, the Board shall consist of one (1) or more directors, with the number specified as [____] director(s), or fixed from time to time within a range of not fewer than [____] nor more than [____] directors as permitted by the Articles or these Bylaws. The number of directors may be fixed or changed as provided in the Articles or these Bylaws. Directors need not be residents of Michigan or shareholders of the corporation unless the Articles or these Bylaws so require.

Section 3.3 Election and Term. Directors are elected at each annual meeting of shareholders, except as the terms may be staggered into classes as permitted by MCL 450.1506. Each director holds office for the term for which the director is elected and until a successor is elected and qualified, or until the director's earlier resignation or removal.

Section 3.4 Resignation. A director may resign by written notice to the corporation, as provided in MCL 450.1505. The resignation is effective upon its receipt by the corporation or at a later time specified in the notice.

Section 3.5 Removal. Pursuant to MCL 450.1511, the shareholders may remove one or more directors with or without cause unless the Articles provide that directors may be removed only for cause. The vote for removal shall be by a majority of the shares entitled to vote at an election of directors, except that, where cumulative voting applies or in the case of a classified Board, the special rules of MCL 450.1511 apply.

Section 3.6 Vacancies. Pursuant to MCL 450.1515a, unless otherwise provided in the Articles or these Bylaws, a vacancy on the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by the sole remaining director, or by the shareholders.

Section 3.7 Regular and Special Meetings. Pursuant to MCL 450.1521, regular or special meetings of the Board may be held either in or outside the State of Michigan. Regular meetings may be held at such times and places as the Board may determine, and may be held without notice. Special meetings of the Board may be called by [the chair of the Board / the president / any [____] director(s)] on such notice as these Bylaws require.

Section 3.8 Notice of Special Meetings; Waiver. Notice of the time and place of a special meeting of the Board shall be given to each director in the manner and within the time period provided in these Bylaws. Attendance of a director at a meeting constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

Section 3.9 Quorum and Voting. Pursuant to MCL 450.1523, unless a greater number is required by the Articles or these Bylaws, a majority of the members of the Board then in office, or of the members of a committee of the Board, constitutes a quorum for the transaction of business. The vote of a majority of the members present at a meeting at which a quorum is present constitutes the action of the Board or of the committee, unless a greater number is required by the Act, the Articles, or these Bylaws.

Section 3.10 Telephonic and Electronic Meetings. Pursuant to MCL 450.1523(2), unless otherwise restricted by the Articles or these Bylaws, a member of the Board or of a committee of the Board may participate in a meeting by means of a conference telephone or other means of remote communication by which all persons participating in the meeting can communicate with the other participants. Participation by such means constitutes presence in person at the meeting.

Section 3.11 Action Without Meeting. Pursuant to MCL 450.1525, unless prohibited by the Articles or these Bylaws, action required or permitted to be taken under authorization voted at a meeting of the Board or a committee of the Board may be taken without a meeting if, before or after the action, all members of the Board then in office or of the committee consent to the action in writing or by electronic transmission. The consent shall be filed with the minutes of the proceedings of the Board or committee and has the same effect as a vote of the Board or committee for all purposes. A consent may be made effective at a future time as provided in § 450.1525(3).

Section 3.12 Compensation. The Board may fix the compensation of directors and may provide for reimbursement of reasonable expenses incurred in the performance of their duties, as permitted by MCL 450.1545a.

Section 3.13 Standard of Conduct. Pursuant to MCL 450.1541a, a director shall discharge the director's duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. A director is entitled to rely on information, opinions, reports, or statements as provided in that section.

ARTICLE IV — COMMITTEES

Section 4.1 Designation of Committees. Pursuant to MCL 450.1527, the Board may designate one or more committees, each consisting of one or more directors, by resolution adopted by a majority of the directors then in office. The Board may designate one or more directors as alternate members of a committee, who may replace an absent or disqualified member at a meeting of the committee.

Section 4.2 Authority of Committees. Pursuant to MCL 450.1528, a committee, to the extent provided in the resolution of the Board or in these Bylaws, may exercise the powers and authority of the Board in the management of the business and affairs of the corporation, except that a committee may not: (a) amend the Articles; (b) adopt an agreement of merger or consolidation; (c) recommend to shareholders the sale, lease, or exchange of all or substantially all of the corporation's property and assets, a dissolution, or a revocation of a dissolution; (d) amend these Bylaws; (e) fill vacancies on the Board; or (f) take any other action that § 450.1528 prohibits a committee from taking, unless the resolution designating the committee, the Articles, or these Bylaws expressly so provide.

Section 4.3 Committee Procedures. The provisions of the Act and these Bylaws governing Board meetings, quorum and voting, notice and waiver of notice, and action without meeting apply to committees and their members.

ARTICLE V — OFFICERS

Section 5.1 Officers. Pursuant to MCL 450.1531, the corporation shall have a president, a secretary, and a treasurer, and may have a chairperson of the Board, one or more vice presidents, and such other officers and assistant officers as the Board may elect or appoint. The officers shall be elected or appointed by the Board, except that the Board may authorize one or more officers to appoint other officers and assistant officers. One person may hold two or more offices, but an officer may not execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law, the Articles, or these Bylaws to be executed, acknowledged, or verified by two or more officers.

Section 5.2 Authority and Duties. Pursuant to MCL 450.1531, the officers have the authority and shall perform the duties in the management of the corporation as provided in these Bylaws, or as determined by resolution of the Board not inconsistent with these Bylaws.

Section 5.3 Term, Resignation, and Removal. Pursuant to MCL 450.1535, an officer elected or appointed by the Board holds office for the term for which elected or appointed and until a successor is elected or appointed and qualified, or until the officer's resignation or removal. An officer may resign by written notice to the corporation, effective upon receipt or at a later time specified in the notice. The Board may remove an officer with or without cause; removal does not prejudice the contract rights, if any, of the person removed, and election or appointment does not of itself create contract rights.

Section 5.4 President. The president is the principal executive officer of the corporation (unless the Board designates another officer as principal executive officer) and, subject to the Board's control, supervises and controls the business and affairs of the corporation. The president shall preside at meetings of shareholders and of the Board in the absence of a chairperson of the Board, and shall perform such other duties as the Board may assign.

Section 5.5 Secretary. The secretary shall keep the minutes of the meetings of shareholders and the Board and a record of actions taken without a meeting, give all notices required by the Act, the Articles, or these Bylaws, be custodian of the corporate records and the corporate seal (if any), maintain the records of shareholders, and perform such other duties as the Board or the president may assign.

Section 5.6 Treasurer. The treasurer is the principal financial and accounting officer of the corporation and shall have charge and custody of, and be responsible for, the funds and securities of the corporation, keep accurate books and records of account, deposit corporate funds in depositories selected by the Board, and perform such other duties as the Board or the president may assign.

ARTICLE VI — SHARES AND TRANSFERS

Section 6.1 Issuance of Shares. Pursuant to MCL 450.1301, the corporation may issue the number of shares authorized in its Articles. The Board may authorize the issuance of shares for the consideration permitted by the Act.

Section 6.2 Share Certificates. Pursuant to MCL 450.1336, the shares of the corporation may be represented by certificates signed by the chairperson of the Board, vice-chairperson of the Board, president, or a vice president and may also be signed by another officer of the corporation; the signatures may be facsimiles. A certificate shall state on its face that the corporation is organized under the laws of the State of Michigan, the name of the person to whom issued, and the number and class (and the designation of the series, if any) of shares the certificate represents.

Section 6.3 Uncertificated Shares. Pursuant to MCL 450.1336, the Board may authorize the issuance of some or all of the shares of any class or series without certificates. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send the shareholder a written statement of the information that would otherwise be required to appear on a certificate.

Section 6.4 Transfer of Shares. Transfers of shares shall be made on the books of the corporation only by the record holder or by a duly authorized attorney, upon surrender of any certificate (if certificated) properly endorsed for transfer, and subject to any restriction on transfer imposed in accordance with the Act.

Section 6.5 Transfer Restrictions. The corporation may impose restrictions on the transfer or registration of transfer of shares as authorized by MCL 450.1472 and MCL 450.1473. A restriction is enforceable as provided in those sections, including where the restriction is noted conspicuously on the certificate or contained in the information statement for uncertificated shares.

Section 6.6 Lost, Destroyed, or Stolen Certificates. The Board may direct the issuance of a new certificate (or uncertificated shares) in place of any certificate alleged to have been lost, destroyed, or wrongfully taken, upon receipt of such evidence and assurances, and, if the Board requires, the giving of a bond sufficient to indemnify the corporation against any claim that may be made on account of the alleged loss, destruction, or theft.

ARTICLE VII — INDEMNIFICATION AND ADVANCE OF EXPENSES

Section 7.1 Indemnification in Third-Party Actions. To the fullest extent authorized by MCL 450.1561, the corporation shall indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative, and whether formal or informal), other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another enterprise, against expenses (including attorneys' fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred in connection with the action, suit, or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders and, with respect to a criminal action or proceeding, if the person had no reasonable cause to believe the conduct was unlawful. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent does not, of itself, create a presumption that the person did not meet the applicable standard of conduct.

Section 7.2 Indemnification in Actions by or in the Right of the Corporation. Pursuant to MCL 450.1562, the corporation shall indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation (or is or was serving at the corporation's request in such a capacity for another enterprise), against expenses (including attorneys' fees) and amounts paid in settlement actually and reasonably incurred in connection with the action or suit, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders. Indemnification may not be made for a claim, issue, or matter in which the person is found liable to the corporation, except to the extent authorized in MCL 450.1562 and except as a court determines is proper.

Section 7.3 Mandatory Indemnification. Pursuant to MCL 450.1563, to the extent that a person who is or was a director, officer, employee, or agent of the corporation has been successful, on the merits or otherwise, in defense of an action, suit, or proceeding referred to in MCL 450.1561 or 450.1562, or in defense of a claim, issue, or matter in the action, suit, or proceeding, the person shall be indemnified against actual and reasonable expenses (including attorneys' fees) incurred in connection with the action, suit, or proceeding and any action, suit, or proceeding brought to enforce the mandatory indemnification under § 450.1563.

Section 7.4 Determination and Authorization. Pursuant to MCL 450.1564a, an indemnification under MCL 450.1561 or 450.1562 (unless ordered by a court) may be made by the corporation only as authorized in the specific case after a determination that indemnification is proper because the person has met the applicable standard of conduct and after an evaluation of the reasonableness of expenses and amounts. The determination and evaluation, and the authorization, shall be made in one of the ways specified in § 450.1564a, including by a majority vote of a quorum of the Board consisting of directors who are not parties or threatened to be made parties to the proceeding, by a committee of such directors, by independent legal counsel, by all independent directors, or by the shareholders (with shares owned by parties to the proceeding not counted).

Section 7.5 Advance of Expenses. Pursuant to MCL 450.1564b, the corporation may pay or reimburse the reasonable expenses incurred by a director, officer, employee, or agent who is a party or threatened to be made a party to an action, suit, or proceeding in advance of final disposition of the proceeding if the person furnishes the corporation a written undertaking, executed personally or on the person's behalf, to repay the advance if it is ultimately determined that the person did not meet the applicable standard of conduct, if any, required by the Act. The undertaking must be an unlimited general obligation of the person, but may be unsecured and may be accepted without reference to the financial ability of the person to make repayment. A provision in the Articles, these Bylaws, a Board or shareholder resolution, or an agreement that makes indemnification mandatory also makes the advancement of expenses mandatory unless the provision, resolution, or agreement specifically provides otherwise.

Section 7.6 Continuation and Non-Exclusivity. Pursuant to MCL 450.1565, the indemnification or advancement of expenses provided under MCL 450.1561 to 450.1565 continues as to a person who ceases to be a director, officer, employee, or agent and inures to the benefit of the heirs, executors, and administrators of the person, unless otherwise provided in the Articles, these Bylaws, or a resolution or contract. The indemnification and advancement provided by this Article are not exclusive of other rights to which a person may be entitled.

Section 7.7 Insurance. Pursuant to MCL 450.1567, the corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, or agent of the corporation, or who is or was serving at the request of the corporation in such a capacity for another enterprise, against liability asserted against or incurred by the person in such capacity or arising out of the person's status as such, whether or not the corporation would have power to indemnify the person against that liability under MCL 450.1561 to 450.1565.

ARTICLE VIII — DISTRIBUTIONS AND DIVIDENDS

Section 8.1 Authorization. Pursuant to MCL 450.1345, the Board may authorize and the corporation may make distributions to its shareholders, subject to any restriction in the Articles and to the limitation in MCL 450.1345(3).

Section 8.2 Limitations. No distribution may be made if, after giving it effect: (a) the corporation would not be able to pay its debts as they become due in the usual course of business; or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the Articles permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those of the shareholders receiving the distribution, all as provided and measured under MCL 450.1345.

Section 8.3 Record Date for Distributions. The Board may fix a record date for determining shareholders entitled to a distribution. If the Board does not fix a record date for determining shareholders entitled to a distribution (other than one involving a purchase, redemption, or acquisition of the corporation's shares), the record date is the date the Board authorizes the distribution, as provided in MCL 450.1345(2).

ARTICLE IX — RECORDS AND REPORTS

Section 9.1 Corporate Records. Pursuant to MCL 450.1485, the corporation shall keep books and records of account and minutes of the proceedings of its shareholders, Board, and committees of the Board. The corporation shall keep at its registered office or at the office of its transfer agent records containing the names and addresses of all shareholders, the number, class, and series of shares held by each, and the dates when they respectively became holders of record.

Section 9.2 Shareholder Inspection Rights. Pursuant to MCL 450.1487, a shareholder of record, in person or by attorney or other agent, may inspect for a proper purpose the corporation's stock ledger, a list of its shareholders, and its other books and records, and may make copies or extracts, subject to the conditions and procedures of that section, including the requirement of a written demand describing with reasonable particularity the purpose and the records desired and the connection of the records with the purpose. Upon written request, the corporation shall furnish a requesting shareholder its most recent balance sheet, statement of income, and statement of source and application of funds as required by MCL 450.1487.

Section 9.3 Annual Report. The corporation shall file with LARA the annual report required by MCL 450.1911, and shall maintain a copy with its corporate records.

ARTICLE X — CORPORATE SEAL, FISCAL YEAR, AND GENERAL PROVISIONS

Section 10.1 Corporate Seal. The corporation may, but need not, have a corporate seal in such form as the Board may approve. The presence or absence of the corporate seal on an instrument does not affect its validity or character.

Section 10.2 Fiscal Year. The fiscal year of the corporation shall end on [____________________] of each year, or on such other date as the Board may determine by resolution.

Section 10.3 Form of Records. The corporation may maintain its records in any form (including electronic form) capable of conversion into written form within a reasonable time.

Section 10.4 Conflict with Articles or Act. In the event of any conflict between these Bylaws and the Articles or the Act, the Articles or the Act, as applicable, shall control.

Section 10.5 Severability. If any provision of these Bylaws is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

ARTICLE XI — AMENDMENT OF BYLAWS

Section 11.1 Power to Amend. Pursuant to MCL 450.1231, the shareholders or the Board may amend or repeal these Bylaws or adopt new bylaws unless the Articles or the Act reserves the power exclusively to the shareholders in whole or in part, or unless the shareholders in adopting, amending, or repealing a particular bylaw provide expressly that the Board may not amend or repeal that bylaw. The Board may not adopt, amend, or repeal a bylaw that fixes a quorum for meetings of shareholders, prescribes procedures for removing directors or filling vacancies on the Board, or fixes the number of directors or their classifications, qualifications, or terms of office, except that the Board may adopt or amend a bylaw to increase the number of directors, to the extent permitted by MCL 450.1231.

Section 11.2 Contents of Bylaws. Pursuant to MCL 450.1231, these Bylaws may contain any provision for the regulation and management of the affairs of the corporation that is not inconsistent with law or the Articles.

ARTICLE XII — EMERGENCY BYLAWS

Section 12.1 Emergency Operation. These emergency provisions are operative during any emergency resulting from a catastrophic event, an attack on the United States or any locality in which the corporation conducts its business or customarily holds meetings of its Board or shareholders, or any other event that makes it impracticable for the corporation to conduct its business or for a quorum of the Board to be readily assembled, and are adopted as a provision for the regulation and management of the affairs of the corporation as permitted by MCL 450.1231.

Section 12.2 Notice and Quorum During Emergency. During an emergency, notice of a meeting of the Board need be given only to those directors whom it is feasible to reach at the time and by such means as are feasible at the time, including by publication or radio. The director or directors in attendance at a meeting called during an emergency, or any greater number fixed by these emergency provisions, constitute a quorum for that meeting.

Section 12.3 Lines of Succession; Relocation. During an emergency, the Board may provide lines of succession for officers and directors in the event that any of them are rendered incapable of discharging their duties, and may provide for the temporary relocation of the principal office or the designation of alternative offices.

Section 12.4 Effect; Liability. Corporate action taken in good faith during an emergency in accordance with these emergency provisions binds the corporation and may not be used to impose liability on a director, officer, employee, or agent of the corporation. To the extent not inconsistent with these emergency provisions, the other provisions of these Bylaws remain in effect during the emergency, and upon termination of the emergency these emergency provisions cease to be operative.

CERTIFICATION / SECRETARY'S ADOPTION BLOCK

The undersigned, being the duly elected and acting Secretary of [____________________], a Michigan corporation, hereby certifies that the foregoing Bylaws were adopted as the Bylaws of the corporation by [the incorporator(s) / the board of directors] pursuant to MCL 450.1223 and MCL 450.1231 on [__/__/____], and that such Bylaws have not been amended or repealed and remain in full force and effect as of the date set forth below.

Dated: [__/__/____]

____________________________________
[____________________], Secretary

SOURCES AND REFERENCES

• Michigan Business Corporation Act, Act 284 of 1972, MCL 450.1101 et seq.
• MCL 450.1211 (corporate name); 450.1223 (organization; adoption of bylaws; first meeting); 450.1231 (adoption, amendment, repeal of bylaws; contents); 450.1241 to 450.1242 (registered office and resident agent)
• MCL 450.1301 (authorized shares); 450.1336 (share certificates; uncertificated shares); 450.1345 (distributions); 450.1472 to 450.1473 (transfer restrictions)
• MCL 450.1401 to 450.1407 (shareholder meetings; place; annual; special; notice; remote participation; electronic notice; action without meeting)
• MCL 450.1412 (record date); 450.1413 (shareholder list); 450.1415 (quorum); 450.1421 to 450.1422 (proxies); 450.1441 (voting)
• MCL 450.1485 (corporate books and records); 450.1487 (financial statements; inspection rights); 450.1911 (annual report)
• MCL 450.1501 (management by board); 450.1505 (number, election, term, resignation); 450.1506 (classified board); 450.1511 (removal); 450.1515a (vacancies); 450.1521 (board meetings); 450.1523 (quorum; remote participation; majority vote); 450.1525 (action without meeting); 450.1527 to 450.1528 (committees)
• MCL 450.1531 (officers; authority and duties); 450.1535 (removal/resignation of officers); 450.1541a (standard of conduct for directors and officers); 450.1545a (director compensation)
• MCL 450.1561 to 450.1571 (indemnification): 450.1561 (third-party actions); 450.1562 (actions by or in the right of the corporation); 450.1563 (mandatory indemnification); 450.1564a (determination and authorization); 450.1564b (advance of expenses; written undertaking); 450.1565 (continuation; limits); 450.1567 (insurance); 450.1569 (definitions)