BYLAWS OF [FULL LEGAL NAME OF CORPORATION]

A Michigan Nonprofit Corporation

Article I — Name, Offices, and Purpose

Section 1.1 Name. The name of the Corporation is [Full Legal Name of Corporation] (the “Corporation”).

Section 1.2 Registered Office. The Corporation maintains its registered office and registered agent in the State of Michigan as set forth in its Articles of Incorporation, as the same may be amended from time to time.

Section 1.3 Other Offices. The Corporation may have offices and conduct activities at such other places, within or outside the State of Michigan and within or outside the United States, as the Board of Directors may designate.

Section 1.4 Purpose. The Corporation is organized as a Michigan nonprofit corporation to facilitate vocational training, professional networking, and the development of open-source technological ecosystems, and to engage in any other lawful activity for which nonprofit corporations may be organized under the Michigan Nonprofit Corporation Act.

Section 1.5 Nonprofit Operation. The Corporation shall not have or issue shares of stock and shall be operated on a not-for-profit basis. No part of the net earnings of the Corporation shall inure to the benefit of any director, officer, or private individual, except that the Corporation may pay reasonable compensation for services rendered and make payments and distributions in furtherance of its purposes.

Article II — Members

Section 2.1 No Members. The Corporation shall have no members within the meaning of the Michigan Nonprofit Corporation Act. All powers of members under the Act shall be exercised by the Board of Directors.

Article III — Board of Directors

Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by, or under the direction of, its Board of Directors.

Section 3.2 Number and Qualifications. The Board of Directors shall consist of not fewer than three (3) nor more than seven (7) directors. The exact number within this range shall be determined from time to time by resolution of the Board. There are no residency or citizenship requirements for directors. Directors need not reside in the State of Michigan or in the United States.

Section 3.3 Initial Directors. The initial directors of the Corporation are:

Gary J — President and Treasurer
Natalia [Last Name] — Secretary
Kevin M — Director

Section 3.4 Term. Each director shall serve until a successor is elected and qualified, or until the director’s earlier resignation, removal, death, or incapacity. There is no fixed term limit.

Section 3.5 Election of Successor and Additional Directors. Successor directors and additional directors (up to the maximum set in Section 3.2) shall be elected by the affirmative vote of a majority of the directors then in office.

Section 3.6 Resignation. A director may resign at any time by giving written notice (including by electronic transmission) to the Board. The resignation is effective upon receipt unless it specifies a later effective date.

Section 3.7 Deemed Resignation for Non-Participation. A director shall be deemed to have resigned from the Board upon the occurrence of any of the following:

Failure to respond to three (3) consecutive written communications (including by electronic transmission to the director’s designated email address) from the President or the Secretary over a period of at least sixty (60) days, where each communication expressly references this Section and requests a response;
Failure to attend or otherwise participate in three (3) consecutive duly noticed Board meetings without prior notice or subsequent explanation; or
Such other circumstances as a majority of the other directors then in office determines, in good faith, evidence the director’s abandonment of the position.

A deemed resignation under this Section becomes effective upon delivery of written notice from the President (or, if the President is the subject director, from any other director) to the director’s last known email or physical address, stating that the deemed resignation has occurred and the basis therefor. The notice and the underlying communications or meeting records shall be filed with the records of the Corporation. A director deemed to have resigned may be reinstated only by affirmative vote of a majority of the other directors then in office.

Section 3.8 Removal. A director may be removed, with or without cause, by the affirmative vote of a majority of the other directors then in office.

Section 3.9 Vacancies. Vacancies on the Board, including those created by an increase in the authorized 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. If only one director remains in office, that director may fill vacancies, continue to operate the Corporation, or proceed to dissolution in accordance with these Bylaws and the Michigan Nonprofit Corporation Act.

Section 3.10 Compensation. Directors shall serve without compensation for their services as directors but may be reimbursed for reasonable expenses incurred in the performance of their duties.

Article IV — Meetings of the Board

Section 4.1 Regular Meetings. The Board may hold regular meetings at such times and places, or by such remote means, as the Board may determine. No notice is required for regular meetings held pursuant to a Board-adopted schedule.

Section 4.2 Special Meetings. Special meetings may be called by the President or by any two directors. Notice of the time, date, and means of the meeting shall be given to each director at least forty-eight (48) hours in advance by electronic transmission to the director’s designated email address or other agreed-upon channel.

Section 4.3 Remote Participation. Directors may participate in any meeting of the Board by means of conference telephone, video conference, or any other remote communication technology by which all participants can communicate with one another. Participation by such means constitutes presence in person at the meeting.

Section 4.4 Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business. With three directors in office, two directors constitute a quorum.

Section 4.5 Voting. Each director has one vote. Except where these Bylaws, the Articles of Incorporation, or the Michigan Nonprofit Corporation Act require a greater vote, the act of a majority of directors present at a meeting at which a quorum is present is the act of the Board.

Section 4.6 Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all directors then in office consent to the action in writing or by electronic transmission. Such consents shall be filed with the records of the Corporation and have the same effect as a unanimous vote at a duly held meeting.

Section 4.7 Waiver of Notice. A director may waive notice of any meeting before, at, or after the meeting, in writing or by electronic transmission. Attendance at a meeting constitutes waiver of notice unless the director attends solely to object to the lack of proper notice.

Article V — Officers

Section 5.1 Officers. The officers of the Corporation shall be a President, a Secretary, and a Treasurer. The Board may appoint additional officers as it determines appropriate. Any two or more offices may be held by the same person, except that the offices of President and Secretary shall not be held by the same person.

Section 5.2 Election and Term. Officers shall be elected by the Board and shall serve until a successor is elected, or until the officer’s earlier resignation, removal, death, or incapacity.

Section 5.3 Initial Officers. The initial officers are Gary J (President and Treasurer) and Natalia [Last Name] (Secretary).

Section 5.4 Removal. Any officer may be removed, with or without cause, by the affirmative vote of a majority of directors then in office.

Section 5.5 President. The President is the chief executive officer of the Corporation, presides at meetings of the Board, and has general supervision over the affairs of the Corporation. The President is authorized to execute contracts and other instruments on behalf of the Corporation.

Section 5.6 Secretary. The Secretary keeps the minutes of meetings of the Board, gives notices required by these Bylaws, maintains the corporate records, and certifies copies of corporate documents.

Section 5.7 Treasurer. The Treasurer has charge of the Corporation’s funds and financial records, oversees deposits and disbursements, and renders financial reports to the Board as requested. The Treasurer is authorized to open and maintain bank accounts on behalf of the Corporation.

Article VI — Contracts, Banking, and Financial Authority

Section 6.1 Bank Accounts. The Board may authorize, by resolution, the establishment of bank, brokerage, or other financial accounts in the name of the Corporation, and may designate one or more authorized signatories on such accounts.

Section 6.2 Authority to Sign. Unless otherwise restricted by the Board, the President may execute contracts, deeds, and other instruments on behalf of the Corporation. Authority over a specific account or matter may be expanded, restricted, or delegated by Board resolution without amendment of these Bylaws.

Section 6.3 Loans. No loans shall be made by the Corporation to any director or officer.

Section 6.4 Fiscal Year. The fiscal year of the Corporation is the calendar year, unless otherwise determined by the Board.

Article VII — Electronic Signatures and Records

Section 7.1 Electronic Signatures. Any signature required or permitted by these Bylaws or by Michigan law in connection with the affairs of the Corporation may be made by electronic signature. Electronic signatures executed in compliance with the federal Electronic Signatures in Global and National Commerce Act and the Michigan Uniform Electronic Transactions Act shall have the same force and effect as handwritten signatures.

Section 7.2 Electronic Transmission. Any notice, consent, waiver, or other communication required or permitted under these Bylaws may be given by electronic transmission, including email or any other reliable means by which the recipient can retain a copy.

Section 7.3 Records. The Corporation may maintain its corporate records, including minutes, resolutions, and signed documents, in electronic form, provided such records are reasonably accessible and reproducible.

Article VIII — Conflicts of Interest

Section 8.1 Disclosure. A director or officer who has a direct or indirect financial or personal interest in any transaction or arrangement involving the Corporation shall disclose the nature of the interest to the Board before the Board takes action on the matter.

Section 8.2 Recusal. An interested director shall not participate in deliberations or vote on the matter, but may be counted toward the presence of a quorum. The transaction must be approved by a majority of the disinterested directors.

Section 8.3 Documentation. The minutes of any meeting at which an interested transaction is considered shall reflect the disclosure, the recusal, and the basis on which the disinterested directors approved the transaction.

Article IX — Indemnification

Section 9.1 Mandatory Indemnification. The Corporation shall indemnify each director and officer to the fullest extent permitted by the Michigan Nonprofit Corporation Act against expenses (including reasonable attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding by reason of the fact that the person is or was a director or officer of the Corporation.

Section 9.2 Advancement of Expenses. The Corporation may advance reasonable expenses incurred by a director or officer in defending a proceeding upon receipt of an undertaking to repay such amounts if it is ultimately determined that the person is not entitled to indemnification.

Section 9.3 Insurance. The Corporation may purchase and maintain insurance on behalf of any director, officer, employee, or agent against any liability asserted against or incurred by such person in such capacity.

Article X — Amendments

Section 10.1 Amendment of Bylaws. These Bylaws may be amended, repealed, or replaced by the affirmative vote of a majority of the directors then in office at any meeting at which a quorum is present, or by unanimous written or electronic consent.

Section 10.2 Amendment of Articles. Amendments to the Articles of Incorporation shall be adopted as required by the Michigan Nonprofit Corporation Act.

Article XI — Dissolution

Section 11.1 Voluntary Dissolution. The Corporation may be dissolved by the affirmative vote of a majority of the directors then in office, in accordance with the Michigan Nonprofit Corporation Act.

Section 11.2 Distribution of Assets. Upon dissolution, after payment of, or provision for, all liabilities of the Corporation, remaining assets shall be distributed to one or more nonprofit organizations with purposes similar to those of the Corporation, as determined by the Board, or as otherwise required by the Michigan Nonprofit Corporation Act.

Certification of Adoption

The undersigned, being the Secretary of [Full Legal Name of Corporation], a Michigan nonprofit corporation, hereby certifies that the foregoing Bylaws were adopted by the Board of Directors of the Corporation on the date set forth below, and that the same have not been amended or repealed and remain in full force and effect as of the date of this certification.

_______________________________________ Natalia [Last Name], Secretary

Date: __________________________

ACKNOWLEDGED BY THE BOARD OF DIRECTORS:

_______________________________________ Gary J, Director

_______________________________________ Natalia [Last Name], Director

_______________________________________ Kevin M, Director