Exhibit 3.61
ARTICLES OF INCORPORATION
OF
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THE UNDERSIGNED, in order to form a corporation (the "Corporation"),
for the purpose hereinafter stated, under and pursuant to the provisions of the
Michigan Business Corporation Act (the "Act"), does hereby certify as follows:
ARTICLE I
The name of the Corporation is: ________________________________.
ARTICLE II
The purpose of the Corporation is to engage in any activity within the
purposes for which corporations may be formed under the Act.
ARTICLE III
1. The total number of shares of stock which the Corporation shall
have the authority to issue is _________________ shares of common
stock.
2. The entire authorized capital stock of the Corporation consists of
common stock with full voting powers and without any preferences,
special rights, qualifications, limitations or restrictions.
ARTICLE IV
1. The current registered office is located at _____________________.
2. The current mailing address of the registered office is _________.
3. The name of the resident agent at the registered office is ______.
ARTICLE V
The incorporator of the Corporation is ____________, whose mailing
address is _______________.
ARTICLE VI
When a compromise or arrangement or a plan of reorganization of the
Corporation is proposed between the Corporation and its creditors or
any class of them or between the Corporation and its shareholders or
any class of them, a court of equity jurisdiction within the state, on
application of the 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 3/4
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 the 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 the
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
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 the 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 have not consented in writing.
ARTICLE VIII
No director of the Corporation shall be liable to the Corporation or
its shareholders for monetary damages for a breach of the director's
fiduciary duty; however, the foregoing provision shall not be deemed to
limit a director's liability to the Corporation or its shareholders
resulting from:
(i) a breach of the director's duty of loyalty to the
Corporation or its shareholders;
(ii) acts or omissions of the director not in good faith or
that involve intentional misconduct or knowing violation of
the law;
(iii) a violation of Section 551(1) of the Act; or
(iv) a transaction from which the director derived an improper
personal benefit.
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ARTICLE IX
INDEMNIFICATION OF OFFICERS, DIRECTORS, ETC.
1. Indemnification of Directors.
The Corporation shall indemnify a person (including the heirs, executors and
administrators of such person) who is or was a party to, or who 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, including, without limitation, an action by or in
the right of the Corporation, by reason of the fact that he or she is or was a
director of the Corporation, or is or was serving at the request of the
Corporation as a director of the Corporation, or is or was serving at the
request of the Corporation as a director (or in a similar capacity) of another
foreign or domestic Corporation or any other entity, whether for profit or not,
against expenses, 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. This Section 1 is intended to grant the persons
herein described the fullest protection not prohibited by existing law in effect
as of the effective date of these Articles of Incorporation or such greater
protection as may be permitted or not prohibited under succeeding provisions of
law.
2. Indemnification of Officers. Etc.
The Corporation has the power to indemnify a person (including heirs, executors,
and administrators of such person) who is or was a party to, or who 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, including an action by or in the right of the
Corporation, by reason of the fact that he or she is or was an officer,
employee, or agent of the Corporation or is or was serving at the request of the
Corporation as an 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, incurred by him or her in connection with the action, suit or proceeding,
if the person acted in good faith in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Corporation or its
shareholders, and with respect to a criminal action 8r proceeding, if the person
had no reasonable cause to believe his or her conduct was unlawful. Unless
ordered by a court, an indemnification under this Section 2 shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the officer, employee, or agent is proper in the
circumstances because he or she has met the applicable standard of conduct set
forth in this Section 2. Such determination shall be made: (i) by a majority
vote of the directors of the Corporation who were not parties or threatened to
be made parties to the action, suit, or proceeding; (ii) by independent legal
counsel in a written opinion; or (iii) by the shareholders who were not parties
or threatened to be made parties to the action, suit or proceeding.
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3. Advancement of Expenses.
The Corporation shall pay the expenses incurred by a person described in Section
1 of this Article IX in defending a civil or criminal action, suit, or
proceeding described in such Section 1 in advance of the final disposition of
the action, suit, or proceeding. The Corporation shall pay the expenses incurred
by a person described in Section 2 of this Article IX in defending a civil or
criminal action, suit, or proceeding upon receipt of an undertaking by or on
behalf of such person to repay the expenses if it is ultimately determined that
the person is not entitled to be indemnified by the Corporation. Such
undertaking shall be by unlimited general obligation of the person on whose
behalf advances are made but need not be secured.
ARTICLE X
ELECTION NOT TO BE GOVERNED BY CHAPTER 7A OF
THE BUSINESS CORPORATION ACT
The Corporation shall not be governed by, or subject to, any of the terms,
provisions, or restrictions set forth in Chapter 7A of the Act, being Act No.
115 of the Public Acts of 1984, Michigan Compiled Laws Sections 775 through 784.
This Article X is intended to comply with the requirements of Section 784(1)(b)
of the Act, as amended by Act No. 115 of the Public Acts of 1984.
ARTICLE XI
ELECTION NOT TO BE GOVERNED BY CHAPTER 7B OF
THE BUSINESS CORPORATION ACT
The Corporation shall not be governed by, or subject to, any of the terms,
provisions, or restrictions set forth in the "Stacey, Bennett, and Randall
shareholder equity act," being Chapter 7B of the Act. This Article XI is
intended to comply with the requirements of Section 794 of the Act, as added by
Act No. 58 of the Public Acts of 1988.
IN WITNESS WHEREOF, the undersigned hereby executes these Articles of
Incorporation on the _____ day of ____________________ .
_______________________________
Matthew A. Cole
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