PIUG Bylaws (2000-2009)

ARTICLE I

CORPORATION

1.1.  NAME:  The name of the Corporation is Patent Information Users Group Incorporated.

1.2.  PLACES OF BUSINESS: The Corporation shall have its principal place of business in Southfield, Michigan, and may have such other places of business as the Board of Directors may from time to time determine.

1.3.  PURPOSES:  The purposes for which the Corporation is organized are as follows:

A. To improve business  conditions for, maintain and improve the qualifications of, and promote a common business interest for patent information professionals.

B. To do such things and to perform such acts to accomplish its purposes as the Board of Directors may determine to be appropriate and within the meaning of Section 501(c)(6) of the Internal Revenue Code, as amended, or the corresponding section of any future tax code (collectively, the "Code") and are not forbidden by the Code, with all the power conferred on nonprofit corporations under the laws of the State of Michigan.

1.4.  NONPROFIT OPERATION:  The Corporation shall be operated exclusively as a business league within the meaning of Section 501(c)(6) of the Code as a nonprofit corporation and is not organized to engage in an activity ordinarily carried on for profit.  No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to its members, directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its business purposes.  The Corporation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.  The Corporation may work for the enactment of laws to advance the common business interests of its members.

1.5.  SEAL:  The Corporation may have a seal in the form that the Board of Directors may from time to time determine.  The seal may be used by causing it or a facsimile to be impressed, affixed or otherwise reproduced.  Failure to affix the seal to corporate instruments shall not affect the validity of any such instrument.

ARTICLE II

MEMBERSHIP

2.1.  MEMBERSHIP:  Membership in the Corporation shall consist of those individuals having an interest in patent literature, patent searching and patent databases.  The Corporation shall consist of two classes of members, and no member shall hold more than one membership in the Corporation, regardless of class:

A. Full Member - Any person interested in patent literature, patent searching and/or patent databases and who is not a full or part time employee of a database producer or vendor is eligible for consideration as a Full Member.  Except as otherwise provided in these Bylaws, each Full Member is entitled to one vote on each matter submitted to a vote of members, including elections, may hold office and serve as a director of the Corporation.

B. Associate Member - Any person interested in patent literature, patent search and/or patent databases and who is currently employed by a patent database producer or vendor is eligible for consideration as an Associate Member.  Except as otherwise provided in these Bylaws, an Associate Member shall not be entitled to vote on any matters submitted for a vote of the members, including elections, shall not be eligible for election or appointment as an officer or director of the Corporation and shall not be eligible to chair any executive or other committee appointed by the Board of Directors. 

C. Application and Approval of Membership - Applications for membership shall be reviewed by the Board of Directors or a Board committee upon payment of any membership dues.  An applicant will be accepted as a Full Member or Associate Member subject to approval by the Board of Directors.

D. There is no limit to the number of members of each class of membership that the Corporation may admit.

E. Membership in the Corporation is not transferable and shall be terminated by death, resignation, expulsion or automatic termination, as described in Section 2.1F.

F. Automatic Termination - Membership shall become inactive when the member fails to pay the membership dues in a timely manner or fails to pay assessments.  When a membership has become inactive, the Treasurer shall notify the member in writing that he or she must render payment in order to maintain active membership.  Inactive members shall have the right to attend meetings of the members, but shall not be entitled to vote on any matters or serve as officers or directors.  Membership automatically terminates if a member fails to pay all past due balances to the Corporation within six months after the date the Treasurer initially notified the member of any past due balance. 

2.2.  DUES AND ASSESSMENTS: 

A. Dues payable to the Corporation by members shall be set by the Board of Directors.  The dues will be collected by the Treasurer of the Corporation and will be payable by the members annually.

B. The Board of Directors may assess members and non-members who attend the Corporation's meetings any fees needed to cover costs and expenses incurred for holding those meetings, as the Board of Directors determines reasonable.

C. The Board of Directors may prescribe penalties and sanctions for nonpayment of dues or other obligations and for the reinstatement of membership.

2.3.  ANNUAL MEETING:  The membership of the Corporation shall have an annual meeting no later than June 1, or at such other time as the Board of Directors may select.  The annual meeting place and time shall be determined by the Board of Directors and stated in the meeting notice.  Annual meetings shall be open to attendance by all members, subject to the right of the Full Members by vote to go into a closed session at any time when it is determined that a particular session shall be a closed session.  At the annual meeting, if it is an election year, the results of the election of directors and officers shall be announced.  In addition, at the annual meeting, the members will consider such other business as may be properly brought before the meeting.  Full Members whose membership is active as of the record date shall be entitled to vote on all matters presented to the members.

2.4.  SPECIAL MEETINGS:  Special meetings of the members of the Corporation may be called by the Chairperson for any purpose.  The Chairperson may call separate special meetings of either class of membership, to the exclusion of the other membership class, or may call a special meeting for all members.  The Chairperson shall call a special meeting for the class of members who provides the Chairperson a written request from at least 15 members of that class, or shall call a special meeting for all members upon a written request from at least 15 members of each class of members.  The request shall state the purpose or purposes for which the meeting is to be called. 

2.5.  NOTICE OF MEETINGS:  Except as otherwise provided by these Bylaws or by applicable law, written notice of the time, place, if any, and purposes of a membership meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each member of record entitled to vote, personally, by mail to his or her last address as it appears in the Corporation's record books, or by prominently displaying the notice and including the notice in the Corporation's newsletter and mailed to each member entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting.  The notice shall include notice of any membership action to be taken.  In fixing and announcing any annual or special meeting of the members, the notice may announce one or more sessions as closed sessions and such sessions shall be closed unless the members entitled to vote determine otherwise.  If a member may be present and vote at the meeting by conference telephone or similar communications equipment, the means of communication allowed shall be included in the notice.  No notice need be given of an adjourned meeting of members if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting the only business to be transacted is business that might have been transacted at the original meeting.

Attendance of a person at a meeting of members, in person, constitutes a waiver of notice of the meeting, except when the member attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

2.6.  QUORUM; ADJOURNMENT; ATTENDANCE BY CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT: 

A. Unless a greater or lesser quorum is required in the Articles of Incorporation, these Bylaws or by applicable law, the members present at a meeting in person who, as of 10 days prior to the date of the meeting, were holders of membership interests entitled to vote at a meeting constitutes a quorum at the meeting, and binding action may be taken by a majority of those members.  Members present in person at such meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.  Whether or not a quorum is present, the meeting may be adjourned by a majority vote of the members who are entitled to vote who are present.  When the holders of a class of membership are entitled to vote separately on an item of business, this bylaw applies in determining the presence of a quorum of the class of membership for transacting the item of business.

B. The Board of Directors may determine that members not physically present at a meeting of members may participate in the meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants.  Participation in a meeting in this manner constitutes presence in person at the meeting. 

C. A member may be present and vote at the adjourned meeting by means of conference telephone or similar communications equipment if he or she was permitted to be present and vote by that means of communication in the original meeting notice.

2.7.  MEMBER ACTION WITHOUT MEETING:  Any action required or permitted to be taken at an annual or special meeting of members may be taken without a meeting, without prior notice and without a vote, if all of the members entitled to vote thereon consent thereto in writing.

2.8.  SUBCHAPTERS:  Sanctioned subchapters of the Corporation may be formed by an affirmative vote of a majority of the Board of Directors.  The Board of Directors, or a committee designated by the Board or Directors, shall prescribe the sanction requirements.  Unless otherwise provided in the Articles of Incorporation, these Bylaws or applicable law, sanctioned subchapters shall not be for the purpose of the election of delegates or representatives to represent members any annual or special meeting of the Corporation, or for the purpose of election of members to the Board of Directors.

2.9.  ELECTION OF OFFICERS AND DIRECTORS:  The election of directors and officers will be held not more than 60 days prior to the annual meeting of each even numbered year.  The Board of Directors shall appoint a Nominating and Election Committee of three non-candidate members to oversee the election process.  The Nominating and Election committee will solicit nominations from all members.  Election ballots will be distributed to all members of record entitled to vote not more than 60 days before the annual membership meeting and all completed election ballots shall be received by  the  Nominating and Election Committee not less than 10 days before the annual membership meeting.  The Nominating and Election Committee shall tabulate all votes and the officer nominees with the largest number of votes cast for the position in which they are running shall determine the winner.  Directors at large shall be elected by a plurality of the votes cast.  The outgoing chairperson shall be considered the immediate past chairperson and the Board of Directors shall elect the immediate past chairperson as the immediate past chair director to serve on the Board of Directors, with all of the duties, rights and privileges as a director of the Corporation.

2.10.    RECORD DATES:  The Board of Directors may fix in advance a record date for the purpose of determining active members entitled to notice of and to vote at membership meetings or an adjournment of the meeting, determining active members who are entitled to vote for the election of officers and directors, to express consent to or dissent from a proposal without a meeting or for the purpose of 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.  In such case, only the members that shall be members of record on the date so fixed shall be entitled to notice of and to vote on matters.

  ARTICLE III

BOARD OF DIRECTORS

3.1.  BOARD OF DIRECTORS:  The business and affairs of the Corporation shall be managed by a Board of Directors comprised of all of the officers of the Corporation, directors at large and an immediate past chair director.  The Board of Directors shall meet as often as necessary to conduct the business of the Corporation, but at least annually.

3.2.  NUMBER AND SELECTION OF DIRECTORS:  The Board of Directors shall consist of not less than 5 nor more than 11 persons, as the Board of Directors shall determine from time to time.  Directors who are also officers of the Corporation shall serve a two year term and shall be eligible for re-election.  Directors at large shall serve a four year term and shall be eligible for re-election.  The outgoing chairperson shall be deemed the immediate past chairperson of the Corporation and may serve in the capacity of immediate past chair director for a term of two years, or as determined by the Board of Directors. 

3.3.  VACANCIES:  Each director is to hold office for the term of office and until the director's successor is elected and qualified, or until the director's death, resignation or removal.  A director may resign by written notice to the Corporation.  The resignation is effective on 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, these Bylaws or applicable law, a director or the entire Board of Directors may be removed, with or without cause, by a vote of a majority of the members entitled to vote.

Vacancies in the Board of Directors occurring by reason of death, resignation, removal, increase in the number of directors, or otherwise 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 members of the Corporation.  Unless otherwise provided in the Articles of Incorporation, these Bylaws or applicable law, each person so elected shall be a director for a term of office continuing only until the next election of directors.  A vacancy that will occur at a specific date, by reason of a resignation effective at a later date or otherwise, may be filled before the vacancy occurs, but the newly elected director may not take office until the vacancy occurs.

3.4.  ANNUAL MEETING:  The annual meeting of the Board of Directors shall be held at such place, date and time as the Board of Directors may determine from time to time.  At the annual meeting, the Board of Directors shall consider such business as may be properly  brought before the meeting.  If less than a quorum of the directors appear for an annual meeting of the Board of Directors, the holding of such annual meeting shall not be required and matters which may have been taken up at the annual meeting may be taken up at any later regular, special or annual meeting or by consent resolution. 

3.5.  REGULAR AND SPECIAL MEETINGS:  Regular meetings of the Board of Directors or a committee of the Board may be held at the times and places, or by means of conference telephone or similar communications equipment by means of which all directors or committee members can hear each other, that a majority of directors serving on the Board or such committee may from time to time determine at a prior meeting or as shall be directed or approved by the vote or written consent of all the directors serving on the Board or such committee.  Special meetings of the Board of Directors or a committee of the Board may be called by the Chairperson of the Board of Directors or such committee, and shall be called by the Chairperson on the written request of any two directors serving on the Board or such committee.  A member of the Board of Directors or a committee of the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.  Participation in a meeting in this manner constitutes presence in person at the meeting.

3.6.  NOTICES:  No notice shall be required for annual or regular meetings of the Board of Directors or a committee 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 of Directors or a committee of the Board, and the notice shall state the time, place, if any, and purpose or purposes of the meeting.

3.7.  QUORUM:  A majority of the Board of Directors then in office, or of the members of a Board committee, constitutes a quorum for the transaction of business.  The vote of a majority of the directors present or Board committee members present at any meeting at which there is a quorum constitutes the action of the Board of Directors or of the Board committee, except when a larger vote may be required by the Articles of Incorporation, these Bylaws or applicable law. 

3.8.  DISSENTS:  A director who is present at a meeting of the Board of Directors, or a Board committee of which the director is a member, at which action on a corporate matter is taken, is presumed to have concurred in that action unless the director's dissent is entered in the minutes of the meeting or unless the director files a written dissent to the action with the person acting as secretary of the meeting before the adjournment of it or forwards the dissent by registered mail to the Secretary of the Corporation promptly after the adjournment of the meeting.  The right to dissent does not apply to a director who voted in favor of the action.  A director who is absent from a meeting of the Board of Directors or a Board committee of which the director is a member, at which any such action is taken, is presumed to have concurred in the action unless he or she files a written dissent with the Secretary within a reasonable time after the director has knowledge of the action.

3.9.  POWERS OF THE BOARD OF DIRECTORS:  The Board of Directors shall have charge, control and management of the business, property, personnel, affairs and funds of the Corporation and shall have the power and authority to do and perform all acts and functions permitted by an organization described in Section 501(c)(6) of the Code, not inconsistent with these Bylaws, the Articles of Incorporation or the nonprofit corporation laws of the State of Michigan.  In addition to and not in limitation of all powers, express or implied, now or hereafter conferred upon a board of directors of nonprofit corporations, and in addition to the powers mentioned in and implied from Section 1.4 of these Bylaws, the Board of Directors shall have the power to borrow or raise money for corporate purposes, to issue bonds, notes or debentures, to secure such obligations by mortgage or other lien upon any and all of the property of the Corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated or subsidiary corporation or other entity, whenever the same shall be in the best interests of the Corporation and in furtherance of its purposes.

The Board of Directors may in any instance designate one or more officers or agents to execute any check, draft, note, bond, bill of exchange, order for payment of money, contract, conveyance, mortgage or other instrument on behalf of the Corporation, and such authority may be general or confined to specific transactions.  The Board of Directors may also ratify any execution.  When the execution of any instrument has been authorized without specifying the executing officers or agents, the Chairperson or any Vice Chairperson and the Secretary or Treasurer may execute such instrument on behalf of the Corporation.

3.10.    COMPENSATION:  Unless otherwise provided in these Bylaws, directors shall receive no compensation for their services on the Board of Directors.  The preceding shall not, however, prevent the Corporation from purchasing insurance as provided in Section 6.2 nor shall it prevent the Board of Directors from providing reasonable compensation to a director for services which are beyond the scope of his or her duties as a director or from reimbursing any director for expenses actually and necessarily incurred in the performance of his or her duties as a director.   

3.11.    EXECUTIVE AND OTHER COMMITTEES:  The Board of Directors may appoint committees for any reason in furtherance of its corporate purposes.  Committees and committee members serve as such at the pleasure of the Board of Directors.  Each Board committee shall have a Board member who is the designated liaison between the Board and the Board committee.  A committee shall have the power and authority to act as determined from time to time by the Board of Directors, except that a committee shall not have the power or authority to (a) amend the Articles of Incorporation; (b) adopt an agreement of merger or consolidation; (c) recommend to members the sale, lease or exchange of all or substantially all of the Corporation's property and assets; (d) recommend to members a dissolution of the Corporation or revocation of a dissolution; (e) amend these Bylaws; (f) fill vacancies in the Board of Directors; (g) fix compensation of the directors for serving on the Board of Directors or a committee thereof; or (h) cancel or terminate membership.  The Board of Directors may designate one or more directors as alternate members of any committee to replace an absent or disqualified member at any committee meeting.

3.12.    ACTION WITHOUT A MEETING:  Any action required or permitted at any meeting of the Board of Directors or a committee of the Board may be taken without a meeting, without prior notice and without a vote, if all of the directors or committee members entitled to vote thereon consent in writing.  Said written consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes.

  ARTICLE IV

OFFICERS

4.1The officers shall be a President, Vice-President, Secretary and Treasurer, elected by the members in accordance with Section 2.10 of these Bylaws.  The Board may also determine the need for more than one Vice President, assistant secretaries, assistant treasurers and other officers of the Corporation, who shall be elected by the members in accordance with Section 2.10 of these Bylaws.  The President is also the Chairperson of the Corporation and the Vice-President is also the Vice Chairperson of the Corporation.  No officer shall execute, acknowledge or verify an instrument in more than one capacity if the instrument is required by the Articles of Incorporation, these Bylaws or applicable law to be executed, acknowledged or verified by two or more officers. 

4.2.  TERM OF OFFICE, RESIGNATION, REMOVAL:  An officer shall hold office for the term for which he or she is elected or appointed and until his or her successor is elected or appointed and qualified, or until his or her resignation or removal.  An officer may resign by written notice to the Corporation.  The resignation is effective on its receipt by the Corporation or at a subsequent time specified in the notice of resignation.  In the event of the death, resignation, removal or other inability to serve as an officer, the Board of Directors shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor is elected.  An officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.  An officer elected by the members may be removed, with or without cause, only be a majority vote of those members entitled to vote.  The authority of the officer to act as an officer may be suspended by a majority vote of the  Board of Directors for cause.

The removal of an officer shall be without prejudice to the contract rights of the officer, if any.  The election or appointment of an officer does not of itself create contract rights.

4.3.  AUTHORITY:  All officers, employees, volunteers, members 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.

4.4.  DUTIES OF OFFICERS:

A. Chairperson - The Chairperson is also the President and Chief Executive Officer of the Corporation, and, as such, under the direction of the Board of Directors, shall have power, on behalf of the Board of Directors, to perform all acts, execute and deliver all documents and take all steps that the Chairperson may deem necessary or desirable in order to effectuate the actions and policies of the Board of Directors and to have general powers of supervision and management usually vested in the president of a corporation, including the authority to vote all securities of other corporations and business organizations held by the Corporation.  The Chairperson will preside at national level meetings of the Corporation.  The Chairperson shall be a member of all committees and subchapters of the Corporation. 

B. Vice Chairperson - The Vice Chairperson is also the Vice President of the Corporation.  There may be one or more Vice Chairpersons who shall have such duties as determined from time to time by the Board of Directors or the Chairperson.  When Vice Chairpersons have been elected, one or more such Vice Chairpersons shall be designated who shall perform the duties of the Chairperson in the Chairperson's absence.  The Vice Chairperson shall also perform all such other duties as the Board of Directors prescribes.

C. Secretary -  The Secretary shall attend all meetings of the Board of Directors and members and shall record all votes and minutes of all proceedings; shall give or cause to be given notice of all meetings of the members and the Board of Directors; and shall keep in safe custody the seal of the Corporation, if any, and when authorized by the Board of Directors, affix it to any instrument requiring it, and when so affixed it shall be attested to by the signature of the Secretary or by the signature of the Treasurer or an assistant secretary.  The Secretary may delegate any of the duties, powers and authorities of the Secretary or one or more assistant secretaries, unless the delegation is disapproved by the Board of Directors.  The Secretary shall receive and attend to all correspondence of the Board of Directors, shall have custody of all documents belonging to the Corporation, except as otherwise provided in these Bylaws, and shall perform such other duties as usually pertain to the office or as shall be determined from time to time by the Board of Directors.

D. Treasurer - The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in the books of the Corporation, shall see that an accounting system is maintained which will give a true and accurate accounting of the financial transactions of the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in the depositories that may be designated by the Board of Directors.  The Treasurer shall render to the Chairperson and directors, whenever they may require it, an account of his or her transactions as Treasurer and of the financial condition of the Corporation.  All funds received by the Treasurer shall immediately be deposited in a depository designated by the Board of Directors.  The Treasurer may delegate any of the duties, powers and authorities of the Treasurer to one or more assistant treasurers, unless the delegation is disapproved by the Board of Directors.

4.5.  COMPENSATION:  Unless otherwise provided in these Bylaws, officers shall receive no compensation for their services to the Corporation.  The preceding shall not, however, prevent the Corporation from purchasing insurance as provided in Section 6.2 nor shall it prevent the Board of Directors from authorizing reasonable compensation to an officer for services which are beyond the scope of his or her duties as an officer or from reimbursing any officer for expenses actually and necessarily incurred in the performance of his or her duties as an officer. 

  ARTICLE V

SPECIAL CORPORATE ACTS

5.1.  The Board of Directors from time to time shall determine the fiscal year end of the Corporation.  In the absence of a contrary determination by the Board of Directors, the fiscal year end shall be May 31.

5.2.  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 members, board of directors and committees, if any, and a list of members, as the Board of Directors shall deem advisable and as shall be required by applicable and other states or jurisdictions empowered to impose such requirements.  Books, records and minutes may be kept within or without the State of Michigan in a place that the Board of Directors shall determine.  Any of such books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

5.3.  Reliance on Books and Records - In discharging his or her duties, a director or an officer of the Corporation, when acting in good faith, may rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by any of the following:

A. One or more directors, officers or employees of the Corporation, or of a business organization under joint control or common control, whom the director or officer reasonably believes to be reliable and competent in the matters presented;

B. Legal counsel, public accountants, engineers or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence; or

C. A committee of the Board of Directors of which he or she is not a member if the director or officer reasonably believes the committee merits confidence.

A director or officer is not entitled to rely on the information set forth above if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted unwarranted.

5.4.  If there is any change of the Michigan statutory provisions providing for uses of electronic transmissions or paperless communications that create a retrievable and retainable record that may be directly reproduced in paper form or changes of the use of remote communications relating to the subject matter of any of these Bylaws, the Board of Directors is authorized to amend these Bylaws to conform to any such changed statutory provisions. 

5.5.  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 determine that certain directors, officers, employees, nondirector volunteers, members or agents of the Corporation receive discounts and other forms of perquisites in connection with the annual meeting of members and in connection with other meetings, conferences or workshops conducted in the course of performance of the Corporation's business or attended as a representative of the Corporation. 

  ARTICLE VI

INDEMNIFICATION

6.1.  INDEMNIFICATION:  Each person who is or was a director, officer, employee, nondirector volunteer, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, nondirector volunteer or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Corporation to the fullest extent permitted by the non-profit corporation laws of the State of Michigan as they may be in effect from time to time; provided, however, that the preceding shall not require the Corporation to indemnify any person for any liability, tax or expense to the extent such indemnification results in the imposition of a tax under Section 4958 of the Code. 

6.2.  INSURANCE:  The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, nondirector volunteer, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, nondirector volunteer, or agent of another corporation, business corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by the person in any such capacity or arising out of the person's status as such, whether or not the Corporation would have power to indemnify the person against the liability under these Bylaws or by applicable law. 

6.3.  CHANGES IN MICHIGAN LAW:  If there is any change of the Michigan statutory provisions applicable to the Corporation relating to the subject matter of this Article VI, then the indemnification to which any person shall be entitled under this Article VI shall be determined by the changed provisions, but only to the extent that the change permits the Corporation to provide broader indemnification rights than the provisions permitted the Corporation to provide before the change.  Subject to Section 6.4, the Board of Directors is authorized to amend these Bylaws to conform to any such changed statutory provisions.

6.4.  AMENDMENT OR REPEAL:  No amendment or repeal of Article VI shall apply to or have any effect on any person in Section 6.1 for or with respect to any acts or omissions of that person occurring before the amendment or repeal.

  ARTICLE VII

DISSOLUTION

In the event the Corporation shall abandon the conduct of its purpose and shall be dissolved voluntarily or involuntarily, all of the corporate assets remaining after payment of all its obligations in the manner provided by law, shall be distributed for one or more exempt purposes within the meaning of Section 501(a) of the Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose, to be determined by a majority vote of the then current Board of Directors.  Any such assets not so disposed of shall be disposed of by the court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

  ARTICLE VIII

AMENDMENTS

Except as otherwise provided in the Articles of Incorporation, these Bylaws or applicable law, the power to amend or repeal the Bylaws of the Corporation or to adopt new bylaws is reserved to the members of the Corporation by an affirmative vote of at least two-thirds of the votes cast by members entitled to vote thereon, provided that notice in writing of such amendment is submitted to the members no more than 60 days nor less than 10 days prior to the vote.

Last edited: May 2004 / Edlyn Simmons