[Insert to Bylaws]



[Insert to Bylaws]

ARTICLE __-PRESERVATION OF S CORPORATION STATUS

SECTION __.01 S Corporation Status.

a. The Shareholders agree and acknowledge that the preservation of the Corporation’s “S corporation” election under § 1362 of the Internal Revenue Code of 1986, or a corresponding provision of a future revenue law (the “Code”) is of value to each Shareholder of the Corporation and to the Corporation itself.

b. Each Shareholder will vote all of his or her Common Stock only for Directors who pledge (subject to the ability of the Corporation to pay and Director’s fiduciary duties) to vote for the Corporation to distribute cash to Shareholders in amounts sufficient to pay the Federal and Michigan income tax liabilities attendant to the ownership of such Common Stock, at the then highest Federal and Michigan income tax marginal rates, including any adjustments. Such distribution shall, if possible, be made on a quarterly basis with the checks mailed to Shareholders no later than ten (10) days before the due date of each quarterly Federal income tax estimated payment.

c. Notwithstanding any other provision of these By-Laws, if a Shareholder attempts to assign or transfer any legal or equitable interest in any Common Stock to a person or entity who is not then an eligible S Corporation Shareholder, for valuable consideration or otherwise, or of such attempt to transfer, for valuable consideration or otherwise, if consummated, would otherwise cause the termination of the Corporation status as a “S Corporation” under the Internal Revenue Code of 1986 then every such Shareholder and/or his personal representative, trustee, legal representative and successors and assigns, shall:

1. Reimburse the Corporation and all other Shareholders for all damages (including Federal, state and local income, intangibles and any other taxes, penalties and interest) and all expenses, including reasonable attorneys and accountants fees, that the Corporation and/or other Shareholders incur arising out of or in any way related to the attempted transfer of Common Stock or any interest in such stock; and

2. Be deemed to have granted to the Corporation, in the Corporation’s sole discretion, an irrevocable option to acquire all of such Shareholders’ Common Stock, which option may be exercised at any time within one (1) year of the latter of (a) the attempt to transfer, or (b) the Secretary of Corporation being informed of the transfer, or (c) counsel for the Corporation opining in writing to the Board of Directors of the Corporation that there was or is an attempt of an ineligible transfer, for the price and on terms to be determined under a Stock Redemption Agreement [define any such Agreement]; but if there is no such Stock Redemption Agreement then in effect, the price shall be the accrual basis net book value of the Corporation as of the last day of the then immediately preceding calendar quarter as determined by the Corporation’s outside accounting firm using GAAP as applied in the Corporation’s financial statements, payable in sixty (60) equal monthly payments with interest based upon the mid-term “Applicable Federal Rate” for Federal income tax purposes.

3. Any Shareholder who attempts such transfer shall be liable for damages and expenses incurred both before and after the Corporation exercises such option, even if the S Corporation status is terminated for any reason. If the Corporation exercises its option as set forth above, and if the transferor does not surrender all stock certificates and/or other equity interest in the Corporation, properly endorsed to the Corporation, within ten (10) days of the Secretary mailing the notice of the Corporation’s exercise of the option by certified mail, then the Secretary may, in the Secretary’s sole discretion, cancel all of the attempted transferor’s Common Stock on the corporate record, and the such non-tendered stock certificate shall then be void and of no legal effect. This Section shall only apply to an attempted ineligible transfer occurring prior to the effective date of a valid termination by revocation of S corporation status by this Corporation under Code § 1362(d)(1).

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