 |
 |
|
Untitled Document Constitution and Bylaws Academy of Oral and Maxillofacial Surgery ARTICLE I CORPORATE OFFICES AND AGENT 1. REGISTERED OFFICES. The Corporation's registered office shall be in Michigan as indicated in the Articles of Incorporation. The Corporation may change its registered office by resolution of the Board of Directors and by filing the appropriate statement with the appropriate office of the State of Michigan. 2. RESIDENT AGENT. The Corporation's resident agent shall be an individual resident in Michigan whose business office or residence is identical with the Corporation's registered office. The Corporation may remove and change its resident agent by resolution of the Board of Directors and by filing the appropriate statement with the appropriate office of the State of Michigan. The resident agent may resign by filing written notice of resignation with the Corporation and with the appropriate office of the State of Michigan. The Corporation shall promptly appoint a successor resident agent upon the resignation of or removal of the resident agent. 3. MEMBERSHIP ORGANIZATION. The Corporation shall operate as a membership entity on a not-for-profit basis pursuant to all the rights and privileges described in the Michigan Non-Profit Corporation Act, as amended (the “Act”). ARTICLE II PURPOSE 1. PURPOSE. The purposes of this organization shall be to perpetuate the ideals of teaching, research, public service, and private practice eminently exemplified by Chalmers J. Lyons; to continue the development of the science of oral and maxillofacial surgery and its applications to health service; to elevate the professional and ethical standards for the practice of oral and maxillofacial surgery; and to promote the advancement of these objectives. ARTICLE III MEMBERSHIP 1. MEMBERS. Section 1: (a) Membership of this organization shall be composed of those Members in good standing at the time of adoption of these Bylaws; and also those who may be hereafter elected as provided by these Bylaws. New Members shall be elected from those who have fulfilled the requirements of oral and maxillofacial surgery programs directed by or chaired by Members of the Corporation who demonstrates lineage to Chalmers J. Lyons, or who meet the requirements of subparagraph (b) below. All Members shall have demonstrated proficiency in oral and maxillofacial surgery and support the objectives of the Corporation. Membership in this Corporation shall not be automatic upon completion of any given program, but by application only. (b) Within the State of Michigan the training program at Henry Ford Hospital/University of Detroit Mercy, evolving through the earlier residencies at Sinai Hospital of Detroit and Henry Ford Hospital of Detroit, both having a long history of affiliations with the Corporation, shall be designated core training programs along with the University of Michigan oral and maxillofacial surgery program. These programs will ensure an ongoing infusion of new Members into the Corporation and maintain the vitality of the Corporation. Should the Chairperson and/or Director of oral and maxillofacial surgery training at the University of Michigan or at Henry Ford Hospital/University of Detroit Mercy, pass into the hands of an oral and maxillofacial surgeon not a Member of the Corporation, the Corporation may at its discretion confer provisional membership in the Corporation for a minimum of two (2) years to that individual oral and maxillofacial surgeon. Such action shall be by ballot of the membership. During the provisional membership period, oral and maxillofacial surgery residents in that Chairperson's and/or Director's program are eligible to attend the Corporation’s meetings, however, lineage may not be passed to the residents during the period of provisional membership. If, during the provisional period, the Chairperson and/or Director conducts himself or herself in a manner acceptable to the Corporation and consistent with the objectives listed in Article II of the Bylaws, the Corporation may, at its discretion, grant full membership to that individual. Again, such action shall be by a ballot of the membership. The intent of this grant shall be to continue lineage in the Corporation for those oral and maxillofacial surgery residents who complete their training at the University of Michigan or at Henry Ford Hospital/University of Detroit Mercy under that particular Chairperson and/or Director. If full membership is granted, then residents completing the program during the provisional period would become eligible to apply for membership. Section 2: Applications for membership shall be presented in writing to the Chairman of the Membership Committee by a Member of the Corporation. Pertinent information as to the qualifications of the applicant shall be presented on a prescribed application form. The Membership Committee shall require a letter of evaluation from the chief of his training program. Section 3: All applications for Membership shall be under the jurisdiction of the Membership Committee. They shall consider the qualifications of the applicant, and when satisfied, the Chairman shall so inform the Secretary-Treasurer, who shall read these qualifications at a regularly scheduled meeting of Members of the Corporation, giving the name and qualifications of the applicant. Notification shall be given in writing at least thirty (30) days prior to a meeting at which voting shall take place. Section 4: Certificates of Membership shall be presented to new Members at the fall meeting. However, if a new Member is unable to attend the fall meeting for two years following his acceptance for membership, he may receive his Certificate of Membership at any business meeting of the Corporation. Section 5: Election of Members shall be by secret ballot at a regularly scheduled meeting with a quorum present. Four-fifths of votes cast shall be sufficient to elect a new Member. Section 6: The membership of this Corporation shall be composed of those Members who are in good standing and involved in the functions of the Corporation. Section 7: Life Membership may be granted to Members in good standing who have retired from active practice of oral and maxillofacial surgery and who have requested such a membership. Upon retirement their dues shall be waived. Section 8: The Honorary Membership may be granted to members of the Dental or Medical professions, or to members of the allied sciences who have made for themselves names of national importance and have contributed to the advancement of oral and maxillofacial surgery. Not more than two Honorary Members may be elected in one year. Section 9: Application for membership in the Corporation may be received from oral and maxillofacial surgeons who have completed an accredited training program in oral and maxillofacial surgery and who have subsequently successfully completed a fellowship in oral and maxillofacial surgery, under the auspices of an accredited training program, and under the position of Chairperson or Director of a Member of the Corporation. The fellowship must be a minimum of twelve (12) months in duration. A supportive letter from the Chairperson or Director, who is a Member, must accompany the application. The application will then be processed according to this Article. If the applicant is duly elected to membership, and if the applicant subsequently assumes the Chairperson or Director position of an oral and maxillofacial surgery training program, then that Member shall be able to confer lineage to the graduates of that program thereby making them eligible for membership application. Section 10: The distinguishing mark of membership in this Corporation shall be a plaque or certificate presented by the Corporation certifying to election to membership and extending the privileges of the Corporation. The plaque of certificate shall be presented in person to the nominee at a regular meeting of the Corporation and shall not be awarded until the nominee has been duly elected to membership as hereinafter provided. 2. DUES AND ASSESSMENTS. The annual dues shall be determined by the Board of Directors. This amount shall be due and payable upon receipt of a dues statement mailed to active Members in January. Failure to pay by October 1 automatically suspends a Member until all such dues are paid. Failure to pay all such dues by Decembers 31 automatically removes the name of the suspended Member from the role of membership. A membership so terminated may be reinstated by the payment of all delinquent dues and an application must be made for the renewal of membership. Assessments may be made at the discretion of the Members at a regular meeting and passed by a majority of the Members present. 3. WITHDRAWAL. A Member of this organization in good standing and not under any charges unbecoming a Member of this organization and not in arrears for dues, may honorably resign his membership by application at a regular annual meeting or between annual meetings upon written request to the President. Resignations are not acceptable if the Member is delinquent in the payment of dues for two consecutive years. 4. REPRIMAND, SUSPENSION OR EXPULSION OF A MEMBER. Any member may be reprimanded, suspended or expelled for violating the objectives of this organization, the Standards of Conduct of the Michigan Dental Association or for other misconduct. All charges must be filed with the Secretary or Treasurer of this organization clearly stating each violation in sufficient detail to enable the Secretary or Treasurer to present the charges to the Membership Committee. The Secretary or Treasurer shall immediately send a complete and accurate copy of the charges to the accused and to the chairman of the Membership Committee. The Membership Committee shall make a proper and thorough investigation of the alleged violations and, if in its opinion, the accusations are sufficiently substantiated, the member so accused shall be sent a written notice by registered mail noting the time and place of a hearing before the Membership Committee. Said notice shall be issued by the Secretary or Treasurer at least twenty (20) days prior to such hearing. The accused member may appear in person, with or without counsel, to defend against the alleged violations. After hearing the case the Membership Committee shall give careful consideration to the evidence submitted and arrive at a decision which shall be reported to the Board of Directors. The Board of Directors, having reviewed the evidence, shall then vote to exonerate, reprimand, suspend or expel the accused member. However, any punitive decision of the Board of Directors shall be presented to the members at a regular Business Session. To sustain the Board of Director’s decision, three-fourths affirmative vote of those present and voting at the meeting of the members is required. 5. POWER AND AUTHORITY. The Members may exercise any power or authority permitted by the Act, these Bylaws or the Articles of Incorporation, provided however no Member shall have the power to bind the Corporation, unless properly authorized by the Board of Directors and/or an officer of the Corporation. 6. MEETINGS. Meetings of the Members shall be held in those locations determined by the Members from time to time. 7. REGULAR MEETING. Regular meetings of the Members for the election of directors and the transacting of any other business shall be held each year on or about October 15th, or as defined by the Board of Directors. 8. SPECIAL MEETING. A special meeting of the Members may be called at any time and place by the President (either on his/her own volition or upon the request of a majority of the Members) or a majority of the Directors. 9. ORDER OF MEETINGS. Unless otherwise determined by the presiding officer, the order of business at all meetings of the Members shall be as follows: A. Meeting called to order by presiding officer; B. Roll call; C. Presentation of proof of proper notice of meeting; D. Determination that quorum is present; E. Reading and approval of minutes of the previous meeting; F. Reading of Committee Reports; G. Transaction of business; and H. Adjournment. 10. NOTICE OF MEETINGS. Written notice of the time, place and purpose of every Members meeting shall be given either personally, by e-mail or by mail by an officer of the Corporation not less than ten (10) nor more than sixty (60) days prior to the date of the meeting. 11. QUORUM AND VOTING. The presence of twenty (20) of the Members of the Corporation (either in person or by proxy), excluding those on inactive statues, shall constitute a quorum at a meeting. The vote of the majority of the Members present at a meeting at which a quorum is present constitutes the action of the Members except as otherwise specifically provided by statute, the Articles of Incorporation or these Bylaws. 12. PROXY. Notwithstanding anything to the contrary contained herein, at any annual or special meeting of the Corporation, any Member with an excused absence (which shall be approved by the Board of Directors) may provide a written proxy to the Board of Directors (or phoned to one of the Board Members with the written proxy to follow), provided such proxy is received prior to vote on the issue to which the proxy relates. 13. ADJOURNMENT OF MEETINGS. Any Members meeting may be adjourned to another time or place (the “Adjourned Meeting”) by a vote of the majority of the Members. If a meeting is adjourned, notice of the Adjourned Meeting is not required to be given if the time and place of the Adjourned Meeting is announced at the meeting at which the adjournment occurs. 14. WAIVER OF NOTICE. A Member may waive notice of the time, place and purpose of any meeting either in person or after the meeting is held. Attendance by the Member at the meeting shall constitute waiver of notice of the meeting. 15. INSPECTION OF CORPORATION’S BOOKS AND RECORDS. The Members of the Corporation shall have the right to inspect in person, for any purpose reasonably related to the Members’ interest in the Corporation, the Corporation’s books and records. ARTICLE IV BOARD OF DIRECTORS 1. NUMBER, TERM AND ELECTION. A Board of Directors shall manage the Corporation’s business and affairs, subject to the approval of the Members. The Board of Directors of the Corporation may consist of up to eight (8) persons, but not less than four (4) persons. Directors shall be elected by the Members and shall hold office for staggered terms of two (2) years, except that the initial Board of Directors shall be divided into three groups, as determined by the Board of Directors, with (i) one group holding office for a term of one (1) year, (ii) the second group holding office for a term of two (2) years, and (iii) the third group holding office for a term of three (3) years. 2. ADVISORY BOARD. At the discretion of the Board of Directors, an Advisory Board or Board(s) may be named by the Board of Directors to advise the Board of Directors from time to time as the Board of Directors feels necessary. The Members of the Advisory Board need not be Members of the Corporation and shall be selected at the discretion of the Board of Directors. 3. POWER AND AUTHORITY. The Board of Directors may exercise any power or authority permitted by the Act, these Bylaws or the Articles of Incorporation. 4. RESIGNATION. A Director may resign at any time by written notice to the Corporation. The resignation is effective when received by the Corporation or at a later time as set forth in the notice. 5. REMOVAL. Except as otherwise provided in the Articles of Incorporation, any Director may be removed at any time, with or without cause, by a vote of the majority of the Members or the majority of the Directors. 6. VACANCY. The remaining Directors may fill any vacancy in the Board of Directors. 7. MEETINGS. Board of Directors meetings shall be held in those locations determined by the Board of Directors from time to time. 8. REGULAR ANNUAL MEETING. An Annual meeting of the Directors shall be held each year immediately following the annual meeting of the Members. 9. SPECIAL MEETINGS. Special Board of Directors meetings may be held upon notice by the President or a majority of the Directors. 10. NOTICE OF MEETINGS. Written notice of the time, place, and purposes of every Board of Director’s meeting shall be given either personally, by e-mail or by mail by the Secretary not less than ten (10) nor more than sixty (60) days before the date of the meeting. Any notice that is mailed shall be deemed to be given when deposited in the United States Mail, with postage fully prepaid, addressed to the Director at the address appearing on the records of the Corporation. 11. ADJOURNMENT OF MEETINGS. Any Board of Directors meeting may be adjourned to another time or place by a fifty-one percent (51%)vote of the Directors present, regardless of whether a quorum is present. If a meeting is adjourned, notice of the adjourned meeting is not required to be given if the time and place of the adjourned meeting is announced at the meeting at which the adjournment occurs. The Corporation may transact any business at the adjourned meeting which might have been transacted at the original meeting. 12. WAIVER OF NOTICE. Any Director may waive notice of the time, place and purpose of any meeting by telegram, cablegram, facsimile, computer mail or other writing either before or after such meeting has been held. 13. ATTENDANCE AT MEETING. A Director’s attendance at or participation in any Board of Directors meeting waives any required notice to him or her of the meeting unless he or she at the beginning of the meeting, or upon his or her arrival objects to the meeting or the transacting of business at the meeting and does not thereafter vote for or assent to any action taken at the meeting. A Director may participate in a Board meeting by means of conference telephone or similar communications equipment through which all Directors participating in a meeting can communicate with the other Directors. All participants shall be advised of the communications equipment and the names of the participants in the conference shall be divulged to all participants. Participation in a meeting in this matter constitutes presence in person at the meeting. The business to be transacted at or the purposes of an annual or special meeting does not need to be specified in the notice or waiver of notice of the meeting. 14. QUORUM AND VOTING. A quorum of the Board of Directors shall consist of two-thirds of the Directors then in office. The vote of the majority of Directors present at a meeting at which a quorum is present constitutes the action of the Board except as otherwise specifically provided by statute, the Articles of Incorporation or these Bylaws. 15. APPOINTMENT OF COMMITTEES. There shall be appointed by the Board of Directors, the following committees: Membership Committee Research Committee In addition to those Committees set forth above, the Board of Directors shall have the ability to form additional committees on an “as needed” basis. 16. NOMINATION OF DIRECTORS. The Board of Directors may solicit volunteers to serve as Directors and/or establish a Nominating Committee who shall establish a slate of directors to be submitted to the Members for appointment to the Board of Directors. 17. POWERS OF COMMITTEES. A committee, to the extent provided in the resolution of the Board, may exercise all powers and authority of the Board in management of the business and affairs of the Corporation. However, such a committee does not have power or authority to do any of the following: A. Amend the Articles of Incorporation; B. Adopt an agreement of merger or consolidation; C. Recommend to Directors the sale, lease or exchange of all or substantially all of the Corporation's property and assets; D. Recommend to the Directors a dissolution of the Corporation or a revocation of a dissolution; E. Amend the Bylaws of the Corporation; F. Fill vacancies in the Board of Directors; and G. Declare a distribution, dividend or to authorize the issuance of stock. 18. ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or permitted to be taken at any Board of Directors meeting or a committee of the Board meeting 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 in writing to the action. The written consent shall be filed with the minutes of the proceedings of the Board or committee. The written consents have the same effect as a vote of the Board or committee. 19. COMPENSATION. The Directors and Officers of the Corporation shall not be entitled to any compensation for services rendered to the Corporation. 20. ORDER OF MEETINGS. Unless otherwise determined by the presiding officer, the order of business at all Board of Directors meetings shall be: A. Call of the meeting to order. B. Roll Call. C. Presentation of proof of proper notice of meeting. D. Determination that a Quorum is present. E. Reading and approval of the minutes of the previous meeting. F. Reports of Officers. G. Reports of committees. H. Transaction of business as set forth in the Notice. I. Transaction of such other business as may properly come before the meeting. J. Adjournment. 21. INSPECTION OF CORPORATION’S BOOKS AND RECORDS. Any Director of the Corporation shall have the right to inspect in person, for any purpose reasonably related to the Director’s interest in the Corporation, the Corporation’s books and records. ARTICLE V OFFICERS 1. APPOINTMENT. The Board of Directors shall appoint the officers of the Corporation. The officers shall consist of a President, Secretary, and Treasurer. The Board of Directors may also appoint a Chairman of the Board, Vice-President (s) or other officers and agents as it deems necessary. The terms, powers and duties of such officers and agents shall also be determined by the Board of Directors. Any two (2) or more offices may be held by the same person, but an officer shall not execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by law or the Articles of Incorporation to be executed, acknowledged or verified by two (2) or more officers. No officer need be a Director. An officer shall have such authority and shall perform such duties in the management of the corporation as may be provided in these Bylaws, or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws. 2. TERM, REMOVAL AND RESIGNATION. The officers of the Corporation shall hold office for two years or until their successors are elected or until their resignation or removal. Any officer may be removed with or without cause at any time by the affirmative vote of a majority of the Board of Directors. An officer may resign by written notice to the Corporation. The resignation is effective upon its receipt by the Corporation or at a subsequent time specified in the notice. If any office becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the Board of Directors. 3. PRESIDENT. The President shall be the chief operating officer of the Corporation. The President shall be the presiding officer at all meetings of the Board of Directors and Members. The President shall perform all of the duties usually appertaining to the office of President and chief operating officer of a Corporation. The President shall have general charge, subject to the Board of Directors, of the business affairs of the Corporation. The President shall have such other powers and duties as may be assigned by the Board of Directors. 4. VICE-PRESIDENT. In the event the Board of Directors shall appoint a Vice-President, or Vice Presidents, such Vice-President(s) shall perform all the duties usually appertaining to that office, subject to the control of the President. The Vice-President shall also exercise the duties of the President in the absence of the President; provided, if there is more than one Vice-President, the Board of Directors shall decide who shall exercise the duties of the President in the absence of the President. The Vice-President shall also perform any other duties as assigned by the Board of Directors. 5. SECRETARY. The Secretary shall attend and keep the minutes of the Directors' meetings. The Secretary shall have custody of the corporate seal and all records, papers, books and files of the Corporation, except the books of account. The Secretary shall issue notice of all meetings required by the Bylaws, affix the corporate seal to all instruments of the company requiring the same and attest the same by his or her signature whenever such attestation shall be required. The Secretary shall perform all of the duties usually appertaining to the office of Secretary of a Corporation, subject to the control of the President. The Secretary shall also perform any other duties as assigned by the Board of Directors. 6. TREASURER. The Treasurer shall have the custody of all corporate funds and securities. The Treasurer shall keep in books belonging to the Corporation, full and accurate accounts of all receipts and disbursements. The Treasurer shall deposit all monies, securities and other valuable effects in the name of the Corporation, in such depositories as may be designated for that purpose by the Board of Directors. The Treasurer shall disburse funds of the Corporation as ordered by the Board, taking vouchers for such disbursements, and shall render to the President and Directors at the regular meetings of the Board, and whenever requested by them, an account of the Corporation. The Treasurer, subject to the control of the President, shall also perform all duties incident to the office of Treasurer. The Treasurer shall also perform additional powers and duties as may be assigned by the Board of Directors. 7. EXECUTION OF INSTRUMENTS. The Board of Directors shall have the power to designate the officers and agents who shall have the authority to execute any instrument on behalf of the Corporation. When the execution of any contract, conveyance, or other instrument has been authorized without specification of the officers authorized to execute, the President or the Vice-President and the Secretary or the Treasurer may execute the same in the name and on behalf of the Corporation and may affix the corporate seal thereto. 8. BUDGET. The Treasurer, along with the assistance of the President, Secretary and Event Chairpersons shall establish a budget from time to time for the Corporation to be presented to and approved by the Members. ARTICLE VI INDEMNIFICATION 1. DIRECTORS, OFFICERS AND AGENTS: ACTING IN GOOD FAITH. Except as otherwise provided in the Articles of Incorporation and subject to all of the other provisions of this Article, the Corporation may indemnify any person who was or is a party to 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 foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by them in connection with the action, suit or proceeding, if the person acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Corporation, and regarding a criminal action or proceeding, if the person had no reasonable cause to believe their 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 shall not of itself create a presumption the person did not act in good faith and in a manner which they reasonably believed to be in or not opposed to the best interests of the Corporation and, regarding a criminal action or proceeding, had reasonable cause to believe their conduct was unlawful. 2. DIRECTORS, OFFICERS AND AGENTS: BASED ON COURT ORDER. Except as otherwise provided in the Articles of Incorporation and subject to all of the provisions of this Article, the Corporation may indemnify any person who was or is a party to 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 they are or were a director, officer, employee or agent of the Corporation, or are or were serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise whether for profit or not against expenses, including actual and reasonable attorneys' fees, and amounts paid in settlement incurred by them in connection with the action or suit if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Corporation. Indemnification, however, shall not be made for a claim, issue, or matter in which the person has been found liable to the Corporation unless and only to the extent that the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnification for expenses which the court considers proper. 3. ACTUAL AND REASONABLE EXPENSES. Except as otherwise provided in the Articles of Incorporation, this Article or as provided by law, to the extent that 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 Sections 1 or 2 of this Article, or in defense of any claim, issue, or matter in the action, suit, or proceeding, he or she shall be indemnified against expenses, including actual and reasonable attorneys' fees, incurred by them in connection with the action, suit, or proceeding and in any action, suit or proceeding brought to enforce the mandatory indemnification provided in this Section 3. 4. DETERMINATION AND EVALUATION OF PAYMENTS. Any indemnification under Sections 1 or 2 of this Article, unless ordered by a court, shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because they have met the applicable standard of conduct set forth in Sections 1 or 2 of this Article. This determination and evaluation shall be made in any of the following ways: A. 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 action, suit, or proceeding. B. If a quorum cannot be obtained under subsection A, by majority vote of a committee duly designated by the Board and consisting solely of 2 or more directors not at the time parties or threatened to be made parties to the action, suit, or proceeding. C. By independent legal counsel in a written opinion. In the designation of a committee under subsection B, all directors may participate. If a person is entitled to indemnification under Sections 1 or 2 of this Article for a portion of expenses, including attorneys' fees, judgments, penalties, fines, and amounts paid in settlement but not for the total amount thereof, the Corporation may indemnify the person for the portion of the expenses, judgments, penalties, fines, or amounts paid in settlement for which the person is entitled to be indemnified. 5. DISCRETIONARY REIMBURSEMENTS. The Corporation may pay or reimburse the 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 all of the following apply: A. The person furnishes the Corporation a written affirmation of their good faith belief that they have met the applicable standard of conduct set forth in Sections 1 and 2. B. The person furnishes the Corporation a written undertaking, executed personally or on their behalf, to repay the advance if it is ultimately determined that they did not meet the standard of conduct. The undertaking required by this subsection must be an unlimited general obligation of the person but need not be secured. C. A determination is made that the facts then known to those making the determination would not preclude indemnification under the Michigan Business Corporation Act. Determinations of payments under this section shall be made in the manner specified in Section 4. 6. INSURANCE. The Corporation may purchase and maintain insurance on behalf of any person who 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 corporation, business corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against them and incurred by them in any such capacity or arising out of his or her status as such, whether or not the Corporation would have power to indemnify them against such liability under Sections 1 and 2 of this Article. 7. NON-EXCLUSIVITY OF RIGHTS. The indemnification or advancement of expenses provided under this Article VI is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation, Bylaws, or a contractual agreement. 8. LIMITATIONS ON INDEMNIFICATION. The total amount of expenses advanced or indemnified from all sources shall not exceed the actual amount of expenses incurred by the person seeking indemnification or advancement of expenses. 9. CONTINUATION OF INDEMNIFICATION. The indemnification provided for in this Article VI continues as to a person who ceases to be a director, officer, employee or agent and shall inure to the benefit of the heirs, personal representatives, and administrators of such person. 10. CORPORATION. For the purposes of this Article VI, references to the corporation shall include all constituent corporations absorbed in a consolidation or merger and the resulting or surviving corporation or business corporation, so that a person who is or was a director, officer, employee or agent of the constituent corporation or is or was serving at the request of the constituent corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise whether for profit or not shall stand in the same position under the provisions of this Article VI regarding the resulting or surviving corporation or business corporation as the person would if they had served the resulting or surviving corporation or business corporation in the same capacity. 11. OTHER DEFINITIONS. For the purpose of this Article VI, "other enterprises" shall include employee benefit plans; "fines" shall include any excise taxes assessed on a person pertaining to an employee benefit plan; and "serving at the request of the Corporation" shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by the director, officer, employee, or agent with respect to an employee benefit plan, its participants or its beneficiaries; and a person who acted in good faith and in a manner they reasonably believed to be in the interest of the participants and beneficiaries of any employee benefit plan shall be considered to have acted in a manner "not opposed to the best interests of the Corporation" as referred to in Article VI, Sections 1 and 2. ARTICLE VII MISCELLANEOUS PROVISIONS 1. CORPORATION BOOKS AND RECORDS. The Corporation shall keep books and records of account and minutes of the proceedings of its board and executive committee, if any. These books, records, and minutes may be kept outside of Michigan. 2. CHECKS. All checks, drafts, orders for the payment of money, notes or evidences of indebtedness issued in the name of the Corporation shall be signed by such duly authorized officer, officers, agent or agents of the Corporation, and in such manner, as shall be determined by action of the Board of Directors. 3. FISCAL YEAR. The fiscal year of the Corporation shall end on December 31 of each year. 4. SEAL. The Board of Directors may, in their discretion, obtain a corporate seal for this Corporation which shall be an impression upon paper or wax of a circular device, within which shall be the words "Corporate Seal" surrounded by the name of the Corporation and the word "Michigan" within containing circumferential lines. Said seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced. 5. AMENDMENT OF BYLAWS. Either the Members or the Board of Directors may propose changes to the Bylaws. However, these Bylaws may be adopted, amended, altered, changed, added to or repealed only by the affirmative vote of the majority of the Members at a regular or special meeting of the Members.
|
