Byron P. Gallagher, Jr. 2408 Lake Lansing Road Lansing, MI 48912 email@example.com 517-853-1515 (DD) INCORPORATIONS FROM A - Z Corporation Check List For Initial Consulation: Fee Agreement 1.) Name of Corporation: a. Alternative Choice 1: b. Alternative Choice 2: c. Check name availability with Corporation Bureau – Phone – 517-241-6470 Internet - http://www.cis.state.mi.us/bcs_corp/sr_corp.asp 2.) Conflict of Interest: ______________________ _ a. If so, please send client the Conflict of Interest Letter 3.) Purpose: 4.) Capitalization: a. Number of Shares authorized: b. One Class: Yes No 5.) Elimination of director liability provisions: Yes No If Yes, use the Articles of Incorporation on File. 6.) Resident agent and registered office: a. Resident Agent: b. Registered Office: 7.) Business location if different than registered office: 8.) Incorporator(s): a. Incorporator(s): b. Incorporator(s) address(es): c. Date of action by incorporator(s): 9.) Number and names of directors: 10.) Officers: a. President: b. Secretary: c. Treasurer: d. Other: 11.) Fiscal year end: 12.) Name and address of accountant_______ __________________ 13.) Additional information needed for application for employer identification number (form SS-4): a. Address of principal place of business_________________________ b. County of business location_______________________ __ c. Date business started_____________________ ____ d. Date of first wages________________________ _ e. Nature of business________________________ _ f. If manufacturing, principal product and raw material used__________ g. Peak number of employees in the next 12 months________________ h. Telephone number_______________________ _________________ i. What you business/organization does: _________________________ j. Principal products/services: _________ ______ 14.) Additional information needed to elect subchapter S status: a. Date corporation first had assets________________________ _ b. Date corporation began doing business_________________________ c. Shareholder information: ______________________ _ 1. Name: ____________ ___ __________ 2. Number of shares: ___________________ __ ___ 3. Date(s) acquired: _____________________ __ _ 4. Social Security Number: ____________________ __ __ 5. Shareholder’s tax year ends (month and day): _______________ _ Items to Complete – Needed to prepare for client signature Initial upon completion Name Search Articles of Incorporation for Domestic Profit Incorporations: http://www.dleg.state.mi.us/bcsc/forms/corp/corp/500.pdf Complete SS-4 Form Bylaws (standard ICLE form) Incorporator(s) Action: Minutes: _ Waiver: ______ Shareholders Action: Minutes: ___ Waiver: ____ Board of Directors Action: Minutes: _______ Waiver: _____ Short From Subscription Agreement Stock Certificate Forms to be Filed • Fax Articles of Incorporation to Corporation Bureau – • Mich Elf #032599 – Fax No. 517-636-6437 – Must file and receive back before moving to next step • Online SS-4 Form: Application for Employer Identification Number – http://www.irs.gov/businesses/small/article/0,,id=98350,00.html – If not applying online, fax SS-4 form to IRS • Fax#: 859-669-5760 – Input Jennifer Endl as firm representative • S Election IRS Form 2553: Election by a Small Business Corporation – http://www.irs.gov/pub/irs-pdf/f2553.pdf • Make sure this form is signed by all the shareholders of the Corporation in the square next to their typed name, and make sure the President signs at the bottom of the form next to his name. • Typically, fill out Part 1 of form (Part 2 & 3 not applicable) – Fax form to IRS (standard fax cover sheet to be used) – Fax#: (859) 669-5748 – Must file form within 75 days after the business is incorporated • Form 8821 – Tax Information Authorization – http://www.irs.gov/pub/irs-pdf/f8821.pdf – One month after filing Form 2553, the filing Attorney should call the IRS to ensure that Form 2553 has been filed and to see if there are any problems with it. – Make a notation on the Calendar one month from filing Form 2553 • Finalize: – Review IRS info with EIN – Final Formation Letter to Client, copy client’s CPA if applicable – Finalize Company Record Book & Info Sheet – Diary info in ProLaw for annual meeting – Mark in calendar to follow-up with IRS in 2 months [INSERT CORPORATIONS NAME] CONFLICT OF INTEREST LETTER This letter confirms that [INSERT CORPORATIONS NAME] , (the "Company") and each of us as shareholders of the Company have requested you and your firm, THE GALLAGHER LAW FIRM, PLC (the "Firm") to represent all of us in connection with the formation and organization of the Company, and the preparation of the Company Bylaws ("Bylaws"). You have explained the implications of your common representation of all of us and the advantages and risks involved with a common legal representation. You have advised us that each of us has the right to obtain separate and independent legal counsel at any time and that any one of us may discontinue your representation at any time, for any reason. We understand and acknowledge that your common representation of us in this matter may constitute a conflict of interest. Additionally, we consent to the Firm's mutual representation and the conflict created thereby. We understand that the Firm believes (i) that its representation of each of us will not be materially limited or adversely affected by its responsibilities to the others of us that it represents in this matter, (ii) that such common representation can be undertaken impartially and without improper affect on other responsibilities that it has to any of us, (iii) that each of us is able to make adequately informed decisions regarding the Bylaws, the Agreement and (iv) that matters relating to the Bylaws and the Agreement can be resolved on terms compatible with each of our interests. The Firm will keep us informed and will consult with us concerning decisions to be made and the considerations relevant in making them. We understand, however, that as a result of the Firm's obligation to keep us informed, communication by any of us with you, or any other member of the Firm regarding the Bylaws that might otherwise be confidential may be shared with the other parties, and the attorney-client privilege will not protect such communication in the event a dispute later develops among us regarding the Articles and Bylaws. By: , Shareholder , President , Shareholder ARTICLES OF INCORPORATION For use by Domestic Profit Corporations Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executed the following Articles: ARTICLE I. The name of the corporation is: NAME ARTICLE II. The purpose or purposes for which the corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Business Corporation Act of Michigan, as amended. ARTICLE III. The total authorized shares shall be 60,000 Common Shares. ARTICLE IV. The address of the registered office is __________________________. The name of the resident agent at the registered office is ____________. ARTICLE V. The name and address of the incorporator is as follows: Name and address ARTICLE VI. When a compromise or arrangement or a plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them or between this corporation and its shareholders or any class of them, a court of equity jurisdiction within the state, on application of this corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing ¾ in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or a reorganization, agree to a compromise or arrangement or a reorganization of this corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on this corporation. ARTICLE VII. Any action required or permitted by the Act 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 so taken, are signed by the holders of outstanding shares having not less than 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 on the action were present and voted. The written consents shall bear the date of signature of each shareholder who signs the consent. No written consents shall be effective to take the corporate action referred to unless, within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation’s registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had not been taken at a meeting and who have not consented in writing. ARTICLE VIII No director of the Corporation shall be personally liable to the Corporation or its shareholders for money damages for any action taken, or any failure to take any action, except liability for any of the following: (1) the amount of a financial benefit received by a director to which he or she is not entitled; (2) intentional infliction of harm on the Corporation or its shareholders; (3) a violation of §551 of the Michigan Business Corporation Act; or (4) an intentional violation of criminal law. If the Michigan Business Corporation Act is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability contained in these Articles of Incorporation, shall be eliminated or limited to the fullest extent permitted by the Michigan Business Corporation Act as so amended. No amendment or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of any director occurring before the effective date of any such amendment or repeal. I, the incorporator sign my name this ___ day of ____________, 2009. DOCUMENT PREPARED AND FEES REMITTED BY: Byron P. Gallagher, Jr. THE GALLAGHER LAW FIRM, PLC 2408 Lake Lansing Road Lansing, MI 48912 (517) 853-1515 BYLAWS OF [INSERT CORPORATIONS NAME.] ARTICLE I CAPITAL STOCK 1.01 Issuance of Shares. Shares of capital stock shall be issued in the amounts, at the times, for the consideration, and on the terms and conditions that the board shall deem advisable, subject to the articles of incorporation and any requirements of the laws of the state of Michigan. 1.02 Certificates for Shares. The shares shall be represented by certificates in such form that may be approved by the board of directors and that may be required by Michigan laws. Certificates shall be signed by the chairperson of the board, president, or a vice president, and also may be signed by the treasurer, assistant treasurer, secretary, or assistant secretary. 1.03 Transfer of Shares. The shares of the capital stock are transferable only on the books of the corporation upon surrender of the share certificate, properly endorsed for transfer, and the presentation of the evidence of ownership and validity of the assignment that the corporation may require. 1.04 Registered Shareholders. The corporation shall be entitled to treat the person in whose name any share of stock is registered as the owner of the stock for all purposes whatsoever, and shall not be bound to recognize any equitable or other claim to or interest in the shares, whether or not the corporation shall have notice of it, unless expressly required by Michigan law. ARTICLE II SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS 2.01 Place of Meetings. All meetings of shareholders shall be held at the principal office of the corporation or at any other place that shall be determined by the board of directors. 2.02 Annual Meeting. The annual meeting of the shareholders shall be held on the last Monday of the fourth calendar month after the end of the corporation’s fiscal year at 2 o’clock in the afternoon, or at such other time as the board of directors may select. At each annual meeting, directors shall be elected and any other business that arises may be transacted. 2.03 Special Meetings. Special meetings of shareholders may be called by the board of directors, the chairperson of the board, or the president and shall be called by the president or secretary at the written request of shareholders holding a majority of the shares of stock outstanding and entitled to vote. The request shall state the purpose or purposes for which the meeting is to be called. 2.04 Notice of Meetings. Except as otherwise provided by statute, written notice of the time, place, and purposes of a shareholders meeting shall be given, not less than 10 nor more than 60 days before the date of the meeting, to each shareholder of record entitled to vote at the meeting, personally, by mail to the shareholder’s last address as it appears on the books of the corporation, or by a form of electronic transmission to which the shareholder has consented. The notice shall include notice of proposals from shareholders that are proper subjects for shareholder action and are intended to be presented by shareholders who have notified the corporation in accordance with section 2.10 of this article II. If a shareholder or proxy holder may be present and vote at the meeting by remote communication, the means of remote communication allowed shall be included in the notice. No notice need be given of an adjourned meeting of the shareholders if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the only business to be transacted is that which might have been transacted at the original meeting. However, if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record on the new record date entitled to notice as provided in this bylaw. 2.05 Record Dates. The board of directors may fix in advance a date as the record date for the following purposes: (1) to determine shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment of the meeting; (2) to consent to or dissent from a proposal without a meeting; (3) to determine shareholders entitled to payment of a dividend or allotment of a right; or (4) to take any other action. The date fixed shall not be more than 60 nor less than 10 days before the date of the meeting nor more than 60 days before any other action. Nothing in this bylaw shall affect the rights of a shareholder and the shareholder’s transferee or transferor as between themselves. 2.06 List of Shareholders. The secretary of the corporation shall make and certify a complete list of the shareholders entitled to vote at a shareholders meeting or any adjournment of it. The list shall (1) be arranged alphabetically within each class and series and include the address of and the number of shares held by each shareholder; (2) be produced at the time and place of the meeting; (3) be subject to inspection by any shareholder during the whole time of the meeting; and (4) be prima facie evidence of which shareholders are entitled to examine the list or vote at the meeting. 2.07 Quorum. Unless a greater or lesser quorum is required in the articles of incorporation or by the laws of the state of Michigan, the shareholders present at a meeting in person or by proxy who, as of the record date for the meeting, were holders of a majority of the outstanding shares entitled to vote at the meeting, shall constitute a quorum at the meeting. Whether or not a quorum is present, a meeting of shareholders may be adjourned by a vote of the shares present in person or by proxy. When the holders of a class or series of shares are entitled to vote separately on an item of business, this bylaw applies to determine the presence of a quorum of the class or series for transacting the item of business. 2.08 Proxies. A shareholder entitled to vote at a meeting of shareholders or to consent or dissent without a meeting may authorize other persons to act for the shareholder by proxy. A proxy shall be in writing and shall be executed by the shareholder or the shareholder’s authorized agent or representative or shall be transmitted electronically to the person who will hold the proxy or to an agent fully authorized by the person who will hold the proxy to receive that transmission and include or be accompanied by information from which it can be determined that the electronic transmission was authorized by the shareholder. A complete copy, fax, or other reliable reproduction of the proxy may be substituted or used in lieu of the original proxy for any purpose for which the original could be used. A proxy shall not be valid after the expiration of three years from its date unless otherwise provided in the proxy. A proxy is revocable at the pleasure of the shareholder executing it except as otherwise provided by Michigan law. 2.09 Voting. Each outstanding share is entitled to one vote on each matter submitted to a vote, unless otherwise provided in the articles of incorporation. Votes may be cast orally or in writing. When an action, other than the election of directors, is to be taken by a vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares entitled to vote thereon, unless a greater vote is required by the articles of incorporation or by Michigan law. Directors shall be elected by a plurality of the votes cast at any election. 2.10 Notice of Shareholder Proposals. A shareholder may cause the corporation to include in the notice for any meeting of shareholders notice of proposals under section 2.04 of this article II by giving timely written notice to the secretary of the corporation at the corporation’s principal executive offices. To be timely, (a) with respect to an annual meeting of shareholders pursuant to section 2.02 of this article II (an “Annual Meeting”), a shareholder’s notice must be delivered or mailed and received by the secretary of the corporation not less than 60 days prior to the date set for the Annual Meeting in section 2.02; and (b) with respect to a meeting that is a special meeting pursuant to section 2.03 of this article II (a “Special Meeting”), not less than 10 days after the earlier of (i) the corporation’s announcement of the intention to call a Special Meeting or (ii) if no such announcement is made, the date that notice of the Special Meeting is given personally or is mailed by the corporation pursuant to section 2.04 of this article II, in which event the corporation shall promptly provide or mail a revised notice of the Special Meeting that includes the shareholder’s proposal if it qualifies for inclusion as set forth in section 2.04 of this article II and this section 2.10. A shareholder’s notice to the secretary of the corporation shall set forth as to each matter the shareholder proposes to bring before such meeting (a) a brief description of the business to be brought before the meeting; (b) the name and address, as they appear on the corporation’s books, of the shareholder(s) proposing the business; and (c) any material interest of such shareholder(s) in such business. All determinations under this section 2.10 shall be made by the board of directors, which determinations shall be conclusive. This section 2.10 shall be of no force and effect during any time when the corporation has a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended. 2.11 Conduct of Meeting. At each meeting of shareholders, a chair shall preside. In the absence of a specific selection by the board of directors, the chair shall be the chairperson of the board as provided in section 6.01 of article VI of these bylaws. The chair shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting that are fair to shareholders. The chair of the meeting shall announce at the meeting when the polls close for each matter voted on. If no announcement is made, the polls shall be deemed to have closed on the meeting’s final adjournment. After the polls close, no ballots, proxies, or votes, nor any revocations or changes to them, may be accepted. ARTICLE III DIRECTORS 3.01 Number. The business and affairs of the corporation shall be managed by a board of not less than 1 nor more than 10 directors as shall be fixed from time to time by the board of directors. The directors need not be residents of Michigan or shareholders of the corporation. 3.02 Election, Resignation, and Removal. Unless otherwise provided in the articles of incorporation, directors shall be elected at each annual meeting of the shareholders. Each director shall hold office until the next annual meeting of shareholders and until the director’s successor is elected and qualified or the director resigns or is removed. A director may resign by written notice to the corporation. The resignation is effective upon its receipt by the corporation or at a subsequent time as set forth in the notice of resignation. Unless otherwise provided in the articles of incorporation or by applicable law, a director or the entire board of directors may be removed, with or without cause, by vote of the holders of a majority of the shares entitled to vote at an election of directors. 3.03 Vacancies. Vacancies in the board of directors occurring for any reason shall be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors, unless filled by proper action of the shareholders of the corporation. Unless otherwise provided in the articles of incorporation or elsewhere in these bylaws, each person so elected shall be a director for a term of office continuing only until the next election of directors by the shareholders. 3.04 Annual Meeting. The board of directors shall meet each year immediately after the annual meeting of the shareholders at the place where the meeting of the shareholders has been held or any other place chosen by the board or by remote communication. The purpose of the meeting is to elect officers and consider any business that may properly be brought before the meeting. However, if fewer than a majority of the directors appear for an annual meeting of the board of directors, the holding of the annual meeting shall not be required and the matters that might have been taken up at the meeting may be taken up at any later special, regular, or annual meeting or by consent resolution. 3.05 Regular and Special Meetings. Regular meetings of the board of directors may be held at the times and places (or by remote communication) that the directors may from time to time determine. Special meetings of the board may be called by the chairperson of the board (if the office is filled) or the president and shall be called by the president or secretary on the written request of any two directors. 3.06 Notices. No notice shall be required for annual or regular meetings of the board or for adjourned meetings, whether regular or special. Three days’ written notice, 24-hour telephonic notice, or 24-hour notice by electronic communication shall be given for special meetings of the board, and the notice shall state the time, place, and purpose or purposes of the meeting. 3.07 Quorum. A majority of the board of directors then in office, or of a board committee, constitutes a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board or of the committee, except when a larger vote may be required by Michigan law. A member of the board or of a committee designated by the board may participate in a meeting using a conference telephone or other means of remote communication through which all persons participating in the meeting can communicate with each other. Participation in a meeting in this manner constitutes presence in person at the meeting. 3.08 Executive and Other Committees. The board of directors may, by resolution passed by a majority of the whole board, appoint two or more members of the board as an executive committee to exercise all powers of the board subject to the limitations that may be imposed by Michigan law. The board of directors may, by like resolution, appoint other committees of one or more directors to have such authority as shall be specified by the board in the resolution making the appointments. 3.09 Compensation. The board of directors, by affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, may establish reasonable compensation of directors for services to the corporation as directors or officers. ARTICLE IV NOTICES, WAIVERS OF NOTICE, AND MANNER OF ACTING 4.01 Notices. All notices of meetings required to be given to shareholders, directors, or any committee of directors may be given personally or by mail to any shareholder, director, or committee member at his or her last address as it appears on the books of the corporation or by electronic transmission, but in the case of shareholders, only in the form consented to by the shareholder. The notice shall be deemed to be given at the time it is mailed or otherwise dispatched or, if given by electronic transmission, when electronically transmitted to the person entitled to the notice, but in the case of shareholders, only if sent in a manner authorized by the shareholder. Telephonic notice may also be given for special meetings of the board of directors as provided in section 3.06. 4.02 Waiver of Notice. Notice of the time, place, and purpose of any meeting of shareholders, directors, or committee of directors may be waived by telecopy, or by electronic transmission or other writing, either before or after the meeting. Attendance of a person at any meeting of shareholders, in person or by proxy, or at any meeting of directors or of a committee of directors, constitutes a waiver of notice of the meeting except as follows: a. In the case of a shareholder, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, or unless with respect to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, the shareholder objects to considering the matter when it is presented. b. In the case of a director, 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 later vote for or assent to any action taken at the meeting. 4.03 Action without a Meeting. Except as the articles of incorporation may otherwise provide regarding action to be taken by shareholders, any action required or permitted at any meeting of shareholders, directors, or committee of directors may be taken without a meeting, without prior notice, and without a vote, if all of the shareholders, directors, or committee members entitled to vote on it consent to it in writing before or after the action is taken. ARTICLE V OFFICERS 5.01 Number. The board of directors shall elect a president, a secretary, and a treasurer, and may elect a chairperson of the board and one or more vice presidents, assistant secretaries, assistant treasurers, and other officers as it shall deem appropriate. The president and chairperson of the board, if any, shall be members of the board of directors. Any two or more of the above offices, except those of president and vice president, may be held by the same person. No officer shall execute, acknowledge, or verify an instrument in more than one capacity if the instrument is required by law, the articles of incorporation, or these bylaws to be executed, acknowledged, or verified by two or more officers. 5.02 Term of Office, Resignation, and Removal. An officer shall hold office for the term for which the officer is elected and until the officer’s successor is elected and qualified or the officer resigns or is removed. 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 of resignation. An officer may be removed by the board with or without cause. The election of an officer does not of itself create contract rights. 5.03 Vacancies. The board of directors may fill any vacancy in any office occurring for any reason. 5.04 Authority. All officers, employees, and agents of the corporation shall have the authority and perform the duties to conduct and manage the business and affairs of the corporation that may be designated by the board of directors and these bylaws. ARTICLE VI DUTIES OF OFFICERS 6.01 Chairperson of the Board. The chairperson of the board, if that office is filled, shall preside at all meetings of the shareholders and of the board of directors at which the chairperson is present unless otherwise determined by the board of directors pursuant to section 2.11 of Article II. 6.02 President. The president shall be the chief executive officer of the corporation. The president shall see that all orders and resolutions of the board are carried into effect, and the president shall have the general powers of supervision and management usually vested in the chief executive officer of a corporation, including the authority to vote all securities of other corporations and business organizations held by the corporation. In the absence or disability of the chairperson of the board, or if that office has not been filled, the president also shall perform the duties of the chairperson of the board as set forth in these bylaws. 6.03 Vice Presidents. The vice presidents, in order of their seniority, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform any other duties that the board of directors or the president may from time to time prescribe. 6.04 Secretary. The secretary shall (1) attend all meetings of the board of directors and shareholders and record all votes and minutes of all proceedings in a book to be kept for that purpose; (2) give or cause to be given notice of all meetings of the shareholders and of the board of directors; and (3) perform the other duties usually performed by the secretary of a corporation. 6.05 Treasurer. The treasurer shall (1) have the custody of the corporate funds and securities; (2) keep full and accurate accounts of receipts and disbursements in books of the corporation; and (3) deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories that may be designated by the board of directors. The treasurer shall render to the president and directors, whenever they may require it, an account of his or her transactions as treasurer and of the financial condition of the corporation. 6.06 Assistant Secretaries and Treasurers. The assistant secretaries and assistant treasurers shall perform such duties that may be delegated to them by the secretary and treasurer, respectively, and also such duties that the board of directors may prescribe. ARTICLE VII INDEMNIFICATION 7.01 Indemnification of Directors and Officers: Third Parties Claims. The corporation shall, to the fullest extent authorized or permitted by the Act or other applicable law, indemnify a director or officer (an “Indemnitee”) 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 he or she 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, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit, or proceeding. 7.02 Indemnification of Directors and Officers: Claims Brought By or in the Right of the Corporation. The corporation shall, to the fullest extent authorized or permitted by the Act or other applicable law, indemnify an Indemnitee 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 he or she 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, partnership, joint venture, trust, or other enterprise, whether for profit or not, against expenses, including attorneys’ fees, and amounts paid in settlement actually and reasonably incurred by the Indemnitee in connection with the action or suit. 7.03 Actions Brought by the Indemnitee. Notwithstanding the provisions of Sections 7.01 and 7.02 of this Article, the corporation shall not be required to indemnify an Indemnitee in connection with an action, suit, proceeding or claim (or part thereof) brought or made by the Indemnitee except as otherwise provided herein with respect to the enforcement of this Article, unless such action, suit, proceeding or claim (or part thereof) was authorized by the board of directors of the corporation. 7.04 Authorization and Evaluation of Indemnification. An indemnification under Sections 7.01 or 7.02 of this Article, unless ordered by the court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because such Indemnitee has met the applicable standard of conduct and upon an evaluation of the reasonableness of expenses and amounts paid in settlement pursuant to the applicable provisions of the Act. Further, payment of indemnification this Article shall be authorized as provided in the applicable provisions of the Act. 7.05 Indemnification of Directors under Certain Circumstances. To the extent that the articles of incorporation of the corporation include a provision eliminating or limiting the liability of a director pursuant to Section 209(1)(c) of the Act, the corporation shall indemnify a director for expenses and liabilities described in this Section 7.05 without a determination that the director has met the standard of conduct, but no indemnification may be made except to the extent approved pursuant to Section 7.07 below if the director received a financial benefit to which he or she was not entitled, intentionally inflicted harm on the corporation or its shareholders, violated Section 551 of the Act, or intentionally committed a criminal act. In connection with an action or suit by or in the right of the corporation described in Section 7.02 above, indemnification under this Section 7.05 may be for expenses, including attorneys fees, actually and reasonably incurred. In connection with an action, suit or proceeds other than an action, suit or proceeding by or in the right of the corporation, as described in Section 7.02 above, indemnification under this Section 7.05 may be for expenses, including attorneys fees, actually and reasonably incurred and for judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred. 7.06 Advancement of Expenses. The corporation shall pay or reimburse the reasonable expenses incurred by an Indemnitee 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 to the fullest extent permitted or authorized by the Act. 7.07 Court Approval. An Indemnitee who is a party or threatened to be made a party to an action, suit, or proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice it considers necessary may order indemnification if it determines that the Indemnitee is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she met the applicable standard of conduct or was adjudged liable in the case of Section 7.02, but if he or she was adjudged liable, his or her indemnification is limited to reasonable expenses incurred. 7.08 Indemnification of Employees and Agents. Any person who is not covered by the foregoing provisions of this Article and who is or was an 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, partnership, joint venture, trust or other enterprise, whether for profit or not, may be indemnified to the fullest extent authorized or permitted by the Act or other applicable law, but in any event only to the extent authorized at any time or from time to time by the board of directors. 7.09 Other Rights of Indemnification. The indemnification or advancement of expenses provided under Sections 7.01 through 7.08 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. The indemnification provided for in Sections 7.01 through 7.08 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 the person. 7.10 Certain Definitions. “Other enterprises” shall include employee benefit plans; “fines” shall include any excise taxes assessed on a person with respect 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 he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be considered to have acted in a manner “not opposed to the best interests of the corporation or its shareholders” as referred to in Sections 7.01 and 7.02 of this Article. 7.11 Contract with the Corporation. The right to indemnification conferred in this Article shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article is in effect, and any repeal or modification of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. ARTICLE VIII SPECIAL CORPORATE ACTS 8.01 Orders for Payment of Money. All checks, drafts, notes, bonds, bills of exchange, and orders for payment of money of the corporation shall be signed by the officer or officers or any other person or persons that the board of directors may from time to time designate. 8.02 Contracts and Conveyances. The board of directors of the corporation may in any instance designate the officer and/or agent who shall have authority to execute any contract, conveyance, mortgage, or other instrument on behalf of the corporation, or who may ratify or confirm any execution. When the execution of any instrument has been authorized without specification of the executing officers or agents, the chairperson of the board, the president or any vice president, and the secretary, assistant secretary, treasurer, or assistant treasurer, may execute the same in the name and on behalf of the corporation and may affix the corporate seal to it. ARTICLE IX BOOKS AND RECORDS 9.01 Maintenance of Books and Records. The proper officers and agents of the corporation shall keep and maintain the books, records, and accounts of the corporation’s business and affairs, minutes of the proceedings of its shareholders, board, and committees, if any, and the stock ledgers and lists of shareholders, as the board of directors shall deem advisable and as required by law. Books, records, and minutes may be kept within or without the state of Michigan in a place that the board shall determine. ARTICLE X AMENDMENTS 10.01 Amendments. The bylaws of the corporation may be amended, altered, or repealed, in whole or in part, by the shareholders or by the board of directors at any meeting duly held in accordance with these bylaws, provided that notice of a shareholders meeting at which an amendment to these bylaws is to be acted upon shall include notice of the proposed amendment, alteration, or repeal. Written Consent in Lieu of Organization Meeting of Incorporation of Software [INSERT CORPORATIONS NAME] Section 223 of the Michigan Business Corporation Act provides that before or after filing of the articles of incorporation, a majority of the incorporators at a meeting or by written instrument must select a board of directors and may adopt bylaws. [Name], the sole incorporator of [INSERT CORPORATIONS NAME], a Michigan corporation (the "Corporation"), desires that the action expressed in the resolution set forth below be taken in lieu of an organization meeting of incorporator. [Name] consents to the following actions as of the date appearing below: The following persons are selected as directors of the Corporation to serve in that capacity until the next annual meeting of shareholders (or consent in lieu thereof) and until their respective successors are duly elected and qualified or until their earlier resignation or removal: [Name] [Name] This consent is executed as of May 14, 2008. ______________________________ [Name] Consent in Lieu of Organization Meeting of Shareholders of [INSERT CORPORATIONS NAME] Section 407(2) of the Michigan Business Corporation Act (MBCA) provides in part that any action required or permitted by the MBCA 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, before or after the action, all of the shareholders entitled to vote consent in writing. All of the shareholders of [INSERT CORPORATIONS NAME] (the "Corporation"), consent to the following actions as of the date appearing below: 1. The articles of incorporation of the Corporation, which were filed on [DATE], by the incorporators of the Corporation, are ratified and confirmed. 2. The bylaws as adopted by the board of directors are ratified and confirmed as the bylaws of the Corporation. 3. The shareholders of the Corporation ratify, approve, affirm, and confirm any and all other acts and things of every kind and character whatsoever taken, done, or performed by the incorporators, officers, and/or directors of the Corporation in connection with the organization of the Corporation. This consent is executed as of May 14, 2008. ______________________________ [Name] ______________________________ [Name] Written Consent in Lieu of First Meeting of The Board of Directors of [INSERT CORPORATIONS NAME] Section 525 of the Michigan Business Corporation Act provides in part that unless prohibited by the articles of incorporation or bylaws, action required or permitted to be taken under authorization voted at a meeting of the board of directors 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. All of the directors of [INSERT CORPORATIONS NAME], a Michigan corporation (the "Corporation"), consent to the following actions as of the date appearing below: 1. The actions of the incorporator in connection with the organization of the Corporation are ratified and confirmed. 2. The true copy of the articles of incorporation of the Corporation, which was filed on January 20, 2008, in the office of the Corporation and Land Development Bureau of the Michigan Department of Consumer and Industry Services, be inserted in the front of the minute book of the Corporation. 3. The bylaws presented to the board of directors are adopted article by article, and as a whole, as the bylaws of the Corporation, and that the secretary of the Corporation is directed to cause a copy of the bylaws to be inserted in the minute book immediately following the true copy of the articles of I incorporation of the Corporation. 4. The following persons are elected to the respective offices designated to serve in such capacities until the next organization meeting of board of directors (or consent in lieu thereof) and until their respective successors are elected and qualified or until their earlier resignation or removal: President: Secretary: Treasurer: 5. The form of certificate for common shares of the Corporation presented to the board of directors is adopted as the certificate to represent common shares of the Corporation and that such form of certificate be attached to the record of this action as a specimen thereof. 6. The president is authorized to accept the share subscriptions received from the following subscribers, to call of the payment of the subscription price, and to issue certificates representing common shares of the Corporation in the following respective amounts and on receipt of the subscription price: Subscriber Shares Subscription Price NAME X $ NAME X $ The consideration received or to be received for the common shares of the Corporation is adequate and on receipt of said consideration, the shares shall be validly issued, fully paid, and nonassessable. 7. The fiscal year, until further action by the board of directors, is the period that ends on December 31 of each year. 8. Any one or more of the officers of the Corporation is authorized to pay all expenses incurred in connection with the incorporation and organization of the Corporation. 9. The Corporation may transact banking business at such banks as the president or secretary/treasurer may from time to time determine; that the secretary of the Corporation is authorized to execute and deliver to such banks their customary form of corporate resolutions applicable to any such accounts and to attach copies of such resolutions to these consent resolutions, which adopted in the same manner and with the same effect as if set out in full; and that such resolutions are in full force and effect and binding on the Corporation until they have been rescinded and written notice of such rescission has been delivered to such bank. 10. The purpose of authorizing the Corporation to do business in any state, territory, or dependency of the United States or any foreign country in which it is necessary or expedient for the Corporation to transact business, any one or more of the officers of the Corporation is authorized to appoint and substitute all necessary agents or attorneys for service of process, to designate and change the location of all necessary statutory offices, and, under the corporate seal, to pay all fees and to make and file all necessary applications, certificates, reports, powers of attorney, and other instruments as may be required by the laws of such state, territory, dependency, or country to authorize the Corporation to transact business therein, and, whenever it is expedient to cease doing business therein and withdraw therefrom, to revoke any appointment of agent or attorney for service of process, and to file such certificates, reports, revocation of appointment, or surrender of authority as may be necessary to terminate the authority of the Corporation to do business in any such state, territory, dependency, or country. 11. Any one or more of the officers of the Corporation is authorized to adopt assumed names for the Corporation in the State of Michigan, if any, and that the officers of the Corporation are authorized and empowered in the name and on the behalf of the Corporation to file the applicable certificates of assumed name with the Michigan Department of Consumer and Industry Services. 12. Any one or more of the officers of the Corporation is authorized and empowered in the name and on behalf of the Corporation to do any and all acts and things and execute any other instruments and documents that may be or become necessary, desirable or proper to carry out, put into effect, and make operative any portion or portions of the foregoing resolutions. This consent is executed as of May 14, 2008. Short Form Subscription Agreement I subscribe for [X] common shares (the "Shares") of [INSERT CORPORATIONS NAME], a Michigan corporation (the "Corporation"). I agree to pay to the Corporation the sum of [$X] as the subscription price for the Shares. I must pay the subscription price in full within five business days of written call by the Corporation for the subscription price, and the certificate for the Shares must be delivered by the Corporation to me when it receives the subscription price. I cannot revoke this share subscription unless the Corporation does not accept it within six months from the date set forth below. Further, the Corporation may terminate this share subscription by written election of termination to me at any time before it is accepted by the Corporation. This share subscription contains the final, complete, and exclusive agreement between the Corporation and me about its subject matter. Any amendment to this share subscription must be in writing and signed by the Corporation and me. This share subscription is governed by and construed in accordance with the internal laws of the State of Michigan (without reference to conflicts of laws principles). This share subscription is executed and delivered on May 14, 2008 at Lansing, Michigan. __________________ [Name], Title Accepted: May 14, 2008 [INSERT CORPORATIONS NAME] By: [Name] President Dear [Accountant]: As previously indicated, our office has been engaged to assist in the formation of [INSERT CORPORATIONS NAME] (the "Corporation"). In addition to providing you with the articles, the following is a summary of information pertaining to the Corporation that you may use in connection with the preparation of any reports pertaining to the Corporation: 1. Corporation name: [Corporations Name] 2. Registered office: [Address] 3. Resident agent: [Name[ 4. Officers a. President: [Name] b. Secretary: [Name] c. Treasurer: [Name] 5. Director(s): [Name] 6. Shareholder(s): [Names] 7. Fiscal year-end: 8. Subchapter S corporation (indicate election or nonelection, and if election, attach copy of federal Form 2553): Election 9. Loans a. Loan to Corporation, if any: b. Corporate loan to shareholder, if any: 10. Corporate numbers a. Tax identification number: b. Corporation number: If any of the foregoing information is inconsistent with your records, I request that you contact me immediately so that our records can be reviewed and corrected. Please review the enclosed summary (previously delivered to you) to determine if all items to be completed by you have been finalized. Further, to prepare for future annual meetings, it will be helpful if you will provide our office with the following items when prepared: 1. Michigan annual statement 2. Form 1120 (or 1120-S, if applicable) 3. Balance sheet and statement of income for the then-applicable last completed fiscal year 4. Salary paid, if any, to officers 5. Loans, if any, to officers
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