Free bylaws template for Michigan corporations
A statute-aware drafting starter for Michigan corporate bylaws. Covers offices, meetings, directors, officers, share certificates, indemnification, fiscal year, and amendment mechanics, with MICA references built in.
| Statute family | MICA |
|---|---|
| Format | Editable Word and print-ready PDF |
| Use case | Drafting starter / counsel review baseline |
- Standard sections: offices, meetings, directors, officers, indemnification, amendments
- Statute-aware notes for MICA (where it differs from the model framework)
- Quorum, notice, and voting defaults aligned with the MICA baseline
- Editable Word and print-ready PDF format
- Drafting starter, material defaults must still be confirmed with counsel
What the template covers
The Michigan bylaws template covers the standard sections every modern corporation needs:
- Article I, Offices: registered office, principal place of business, and any additional offices the board designates.
- Article II, Shareholder meetings: annual meeting date, special meeting calls, notice periods, quorum, voting, proxies, and (where permitted) action by written consent of shareholders.
- Article III, Directors: number, term, election, vacancies, removal, regular and special meetings, notice, quorum, voting, committees, and action by written consent.
- Article IV, Officers: standard officers (Chair, CEO, President, CFO/Treasurer, Secretary), appointment, duties, removal, and compensation authorization.
- Article V, Share certificates & transfer: form of certificate, transfer mechanics, lost-certificate procedure.
- Article VI, Indemnification: statutory and contractual indemnification of directors, officers, and (in some jurisdictions) employees.
- Article VII, General: fiscal year, books and records, dividends, contracts, checks and signing authorities, corporate seal, and amendment mechanics.
MICA considerations
For Michigan corporations under Michigan Business Corporation Act, MCL § 450.1101 et seq., the bylaws are subordinate to the articles and to the controlling statute, any provision inconsistent with either is void to the extent of the inconsistency. The template highlights MICA-specific defaults: who can amend (directors vs. shareholders), notice periods for shareholder meetings, indemnification limits, and where statutory defaults can be modified by bylaw.
Use as a drafting starter, not a final document
The bylaws template is a working baseline that captures the standard provisions every corporation needs and the MICA-specific defaults. The bylaws should be reviewed and customized for the corporation’s specific structure (single-class vs multi-class, founder-controlled vs investor-controlled, sole-director vs full board) before adoption. Treat the template as the skeleton; the substance is your counsel’s work.
We’ll send the editable Word version, a print-ready PDF, and the MICA statute references so you can adapt the template for your situation.
Octelligence drafts bylaws from the corporate record, with statute references prefilled, signature collection built in, and automatic filing to the minute book once signed.
See Digital Corporate RecordsOctelligence generates jurisdiction-aware documents from the corporate record, not a Word file.