BY-LAWS
OF
LA-Z-BOY INCORPORATED
ARTICLE I
Name and Office
Section 1. Name. The name of this corporation shall be La-Z-Boy
Incorporated.
Section 2. Registered Office. The principal and registered office of the
corporation shall be located at 1284 North Telegraph Road, Monroe, Michigan.
Section 3. Other Offices. The corporation may also have other offices for
the transaction of business located at such places, both within and without
the State of Michigan, as the Board of Directors may from time to time
determine.
ARTICLE II
Capital Stock and Transfers
Section 1. (A). Share Certificates: Required Signatures. The shares of
the corporation shall be represented by certificates signed by the Chairman
of the Board or the President or the Executive Vice President and the
Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer of the corporation, and may be sealed with the seal of the
corporation or a facsimile thereof. The signatures of the officers of the
corporation upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or is registered by a registrar, other
than the corporation itself or an employee of the corporation. In case any
officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of its issue.
Section 1. (B). Share Certificates: Required Information. A certificate
representing shares of the corporation shall state upon its face all of the
following:
(a) That the corporation is formed under the laws of this state.
(b) The name of the person to whom issued.
(c) The number and class of shares, and the designation of the series,
if any, which the certificate represents.
Section 2. Lien. The corporation shall have a first lien on all the shares
of its capital stock, and upon all dividends declared upon the same for any
indebtedness of the respective holders thereof to the corporation.
Section 3. Transfers. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate representing shares fully endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto,
and the old certificate canceled and the transaction recorded upon the books
of the corporation.
Section 4. Replacement of Lost, Stolen or Destroyed Share Certificates.
The Board of Directors may direct a new certificate to be issued in place of
any certificate theretofore issued by the corporation alleged to have been
lost, stolen or destroyed. When authorizing such issue of a new certificate,
the Board of Directors, in its discretion and as a condition precedent to
the issuance thereof, may prescribe such terms and conditions as it deems
expedient, and may require such indemnities as it deems adequate, to protect
the corporation from any claim that may be made against it with respect to
any such certificate alleged to have been lost, stolen or destroyed.
Section 5. Transfer Agent and Registration. The Board of Directors may
appoint a transfer agent and a registrar in the registration of transfers of
its securities.
Section 6. Rules of Issue and Transfer. The Board of Directors shall have
power and authority to make all such rules and regulations as the board
shall deem expedient regulating the issue, transfer and registration of
certificates for shares in this corporation.
Section 7. Registered Shareholders. The corporation shall have the right
to treat the registered holder of any share as the absolute owner thereof,
and shall not be bound to recognize any equitable or other claim to, or
interest in, such share on the part of any other person, whether or not the
corporation shall have express or other notice thereof, save as may be
otherwise provided by the statutes of Michigan.
ARTICLE III
Shareholders and Meetings
Section 1. Annual Meeting of Shareholders. The 1991 Annual Meeting of
Shareholders shall be held August 5, 1991 and all subsequent Annual Meetings
of Shareholders shall be held on the last Monday in July of each year, or at
such other date as shall be designated by the Board of Directors and stated in
the notice of the meeting. At said meeting the shareholders shall elect
by a plurality vote the Directors to be elected at such meeting, and shall
transact such other business as may properly be brought before the meeting.
Section 2. Special Meetings of Shareholders. A special meeting of the
shareholders for any purpose or purposes other than election of Directors
may be called at any time and place by the Chairman of the Board, and in his
absence by the President; or by the Directors. It shall be the duty of the
Directors, the Chairman of the Board, or President to call such meeting
whenever so requested in writing by shareholders owning, in the aggregate,
at least seventy-five percent (75%) of the entire capital stock of the
corporation entitled to vote at such special meeting. Such request shall
state the purpose or purposes of the proposed meeting.
Section 3. Notice of Meetings of Shareholders. Notice of the time, date
and place of all annual and special meetings shall be mailed by the
Secretary to each shareholder entitled to vote at such meeting not less than
ten (10) days nor more than sixty (60) days before the date thereof. The
business transacted at any special meeting of shareholders shall be limited
to the purpose stated in the notice.
Section 4. Presiding Officer. The Chairman of the Board, or, in his
absence, the Vice Chairman, or in his absence, the President, or in his
absence, such other Vice President as the Board of Directors may designate,
shall preside at all meetings.
Section 5. Vote of Shareholders; Proxies. At every such meeting each
shareholder shall be entitled to cast one vote for each share of stock held
in his name; which vote may be cast by him either in person, or by proxy,
but no proxy shall be voted after three (3) years from its date, unless the
proxy provides for a longer period. A shareholder may authorize one or more
persons to act for him by proxy. All proxies shall be in writing by the
shareholder or by his duly authorized agent or representative and shall be
filed with the Secretary.
Section 6. Quorum of Shareholders. The holders of a majority of the shares
of stock issued and outstanding and entitled to vote thereat, represented in
person or by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the shareholders, the
shareholders present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present or represented
any business may be transacted which might have been transacted at the
meeting as originally notified.
Section 7. Required Vote. If a quorum is present, the affirmative vote of
the holders of a majority of the shares of stock represented at the meeting
shall be the act of the shareholders unless the vote of a greater number of
shares of stock is required by law or the Articles of Incorporation.
Section 8. Removal. The shareholders shall have power by a majority vote
at any such meeting, to remove any Director from office.
Section 9. List of Shareholders Entitled to Vote. The officer or agent
having charge of the stock transfer books for shares of the corporation
shall make and certify a complete list of the shareholders entitled to vote
at a shareholders' meeting or any adjournment thereof. The list shall:
(a) Be arranged alphabetically within each class and series, with the
address of, and the number of shares held by, each shareholder.
(b) Be produced at the time and place of the meeting.
(c) Be subject to inspection by any shareholder during the whole time
of the meeting.
(d) Be prima facie evidence as to who are the shareholders entitled to
examine the list or to vote at the meeting.
Section 10. Record Date for Determination of Shareholders. For the purpose
of determining shareholders entitled to notice of and to vote at a meeting
of shareholders or an adjournment of a meeting, the Board of Directors may
fix a record date, which shall not precede the date on which the resolution
fixing the record date is adopted by the board. The date shall not be more
than sixty (60) nor less than ten (10) days before the date of the meeting.
If a record date is not fixed, the record date for determination of
shareholders entitled to notice of or to vote at a meeting of shareholders
shall be the close of business on the day next preceding the day on which
notice is given, or if no notice is given, the day next preceding the day on
which the meeting is held. When a determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders has been made
as provided in this Section, the determination applies to any adjournment of
the meeting, unless the Board of Directors fixes a new record date under
this Section for the adjourned meeting. For the purpose of determining
shareholders entitled to receive payment of a share dividend or
distribution, or allotment of a right, or for the purpose of any other
action, the Board of Directors may fix a record date, which shall not
precede the date on which the resolution fixing the record date is adopted
by the board. The date shall not be more than sixty (60) days before the
payment of the share dividend or distribution or allotment of a right or
other action. If a record date is not fixed, the record date shall be the
close of business on the day on which the resolution of the Board of
Directors relating to the corporate action is adopted.
Section 11. Inspectors of Election. The Board of Directors may appoint one
(1) or more inspectors of election to act at the meeting or any adjournment
thereof. If inspectors are not so appointed, the person presiding at a
shareholders' meeting may, and on request of a shareholder entitled to vote
thereat shall, appoint one (1) or more inspectors. The inspectors shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the validity
and effect of proxies, and shall receive votes, ballots or consents, hear
and determine challenges and questions arising in connection with the right
to vote, count and tabulate votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all shareholders. On request of the person presiding at the
meeting or a shareholder entitled to vote thereat, the inspectors shall make
and execute a written report to the person presiding at the meeting of any
of the facts found by them and matters determined by them. The report is
prima facie evidence of the facts stated and of the vote as certified by the
inspectors.
ARTICLE IV
Directors
Section 1. Number, Powers and Qualifications of Directors. The business
and affairs of the corporation shall be managed by a Board of Directors
consisting of 11 Directors who shall be elected by the shareholders. The
Board of Directors may exercise all powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or
done by the shareholders. The Directors shall be elected at the annual
meeting of the shareholders, as detailed hereinafter, and each Director
shall serve until his successor shall have been elected and qualified.
Section 2. Classification and Term of Office. The Directors shall be
classified with respect to the time for which they shall severally hold
office by dividing them into three classifications: two of which classes
shall each consist of four members; the remaining class shall consist of
three members. Each Director shall be elected for a term of three years
except when a shorter term is required because of a change in the number of
Directors or in order to fill vacancies in the Board of Directors. At each
annual meeting successors to the class of Directors whose term shall expire
that year shall be elected to hold office for terms of three years, so that
the term of office of one class of Directors shall expire each year.
Section 3. Regular Meetings of Board. Regular meetings of the Directors
shall be held immediately after the adjournment of each annual shareholders'
meeting and may be held at such time and at such place as shall from time to
time be determined by the Board.
Section 4. Special Meetings of Board. Special meetings of the Board of
Directors may be called by the Chairman of the Board, and in his absence, by
the President or by any four members of the board. By unanimous consent of
the Directors, special meetings of the board may be held without notice, at
any time and place. The presence of a Director at a meeting shall constitute a
Waiver of Notice except where the Director attends solely to
protest the legality of the meeting.
Section 5. Notice. Notice of all regular and special meetings, except
those specified in the second sentence of Section 4 of this article, shall
be delivered in person, mailed or telegrammed to each Director, by the
Secretary, at least one day previous to the time fixed for the meetings.
All notices of special meetings shall state the purposes thereof.
Section 6. Quorum and Required Vote. A majority of the Directors shall
constitute a quorum for the transaction of business unless a greater number
is required by law or by the Articles of Incorporation. The act of a
majority of the Directors present at any meeting at which a quorum is
present shall be the act of the Board of Directors, unless the act of a
greater number is required by statute, these By-Laws, or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of
Directors, the Directors present thereat may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a
quorum shall be present.
Section 7. Annual Meeting. The Directors shall elect the officers of the
corporation, and fix their salaries; such elections to be held at the
Directors' meeting following each annual shareholders' meeting. No notice
of such meeting shall be necessary to any newly elected Director in order to
legally constitute the meeting, provided a quorum shall be present. An
officer may be removed at any time by a two-thirds vote of the full Board of
Directors.
Section 8. Vacancies. All vacancies occurring in the Board of Directors,
whether caused by resignation, death or otherwise, may be filled by the
affirmative vote of two-thirds of the remaining Directors though less than a
quorum of the Board of Directors. A Director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in
office.
Section 9. Directors' Report. At each annual shareholders' meeting the
Directors shall submit a statement of the business done during the preceding
year, together with a report of the general financial condition of the
corporation, and of the condition of its tangible property.
Section 10. Committees of Directors. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of one or more of the Directors of the
corporation. Any such committee, to the extent provided in the resolution
of the Board of Directors, or in these By-laws, shall have and may exercise
all of the power and authority of the Board of Directors in the management
of the business and affairs of the corporation; but no such committee shall
have the power or authority in reference to amending the Articles of
Incorporation, adopting an agreement of merger or consolidation,
recommending to shareholders the sale, lease, or exchange of all or
substantially all of the corporation's property and assets, recommend to
the shareholders the dissolution of the corporation or revocation of a
dissolution, amend the By-laws of the corporation, fill vacancies in the
Board; and unless a resolution of the Board of Directors, the Articles of
Incorporation or the By-laws expressly so provide, no such committee shall
have the power or authority to declare a distribution, dividend, or to
authorize the issuance of stock.
Section 11. Compensation of Directors. The Board of Directors, by the
affirmative vote of a majority of the Directors then in office, and
irrespective of any personal interest of any of them, shall have authority
to fix the compensation of all Directors for services to the corporation as
directors, officers, or otherwise. Section 12. Action by Written Consent.
Unless otherwise restricted by the Articles of Incorporation or these
Bylaws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any Committee thereof may be taken without a
meeting, if all members of the Board or Committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes or proceedings of the Board or Committee.
Section 13. Participation in Meeting by Telephone. By oral or written
permission of a majority of the Board of Directors, a member of the Board of
Directors or of a Committee designated by the Board may participate in a
meeting by means of conference telephone or similar communications equipment
through which all persons participating in the meeting can communicate with
the other participants. Participation in a meeting pursuant to this
Section constitutes presence in person at the meeting.
Section 14. Nomination of Director Candidates. Nomination of candidates
for election as Directors of the Corporation at any meeting of shareholders
called for election of Directors (an "Election Meeting") may be made by the
Board of Directors or by any shareholder entitled to vote at such Election
Meeting but only in accordance with the procedure outlined herein.
(a) Procedure for Nominations by the Board of Directors. Nominations
made by the Board of Directors shall be made at a meeting of the Board
of Directors, or by written consent of Directors in lieu of a meeting,
not less than 30 days prior to the date of the Election Meeting, and
such nominations shall be reflected in the minute books of the
Corporation as of the date made. At the request of the Secretary of
the Corporation each proposed nominee shall provide the Corporation
with such information concerning himself or herself as is required,
under the rules of the Securities and Exchange Commission, to be
included in the Corporation's proxy statement soliciting proxies for
his or her election as a director.
(b) Procedure for Nominations by Shareholders.
Not less than 30 days prior to the date of the Election Meeting any
shareholder who intends to make a nomination at the Election Meeting
shall deliver a notice to the Secretary of the Corporation setting
forth (i) the name, age, business address and residence of each nominee
proposed in each such notice, (ii) the principal occupation or
employment of each such nominee, (iii) the number of shares of capital
stock of the Corporation which are beneficially owned by each such
nominee and (iv) such other information concerning each such nominee as
would be required, under the rules of the Securities and Exchange
Commission, in a proxy statement soliciting proxies for the election of
such nominee.
(c) Determination of Compliance with Procedures. If the Chairman of the
Election Meeting determines that a nomination was not in accordance
with the foregoing procedures, such nomination shall be void.
ARTICLE V
Officers
Section 1. Selection and Number. The officers of this corporation shall be
a Chairman of the Board, Vice Chairman of the Board, President, one or more
Vice Presidents or Executive Vice Presidents, a Secretary and a Treasurer,
and such Assistant Secretaries and Treasurers as shall seem necessary to the
Board of Directors from time to time, who shall be elected for the term of
one year and shall hold office until their successors are duly elected and
qualified. The office of Secretary and Treasurer, or Assistant Secretary
and Assistant Treasurer, may be held by one person.
Section 2. Chairman of the Board. The Chairman of the Board shall preside
at all Directors' and shareholders' meetings; shall have general supervision
and management of the affairs of the corporation and over the other
officers; shall sign all stock certificates and written contracts of the
corporation; and shall perform all such other duties as are incident to his
office, or such further duties as may be assigned to him from time to time
by the Board of Directors. In case of the absence or the disability of the
Chairman of the Board, his duties shall be performed by the President, and
in case of the President's absence, by the Vice Chairman of the Board or by
an Executive Vice President.
Section 3. Vice Chairman of the Board. The Vice Chairman of the Board may
sign any documents required by law to be filed on behalf of the corporation
in the office of the Secretary of State; may sign all stock certificates of
the corporation; and shall perform all such other duties as are incident to
his office, or such further duties as may be assigned to him from time to
time by the Board of Directors.
Section 4. President. In the absence or disability of the Chairman of the
Board or the Vice Chairman of the Board, or while either office is vacant,
the President shall preside over all meetings of the Board of Directors or
of the shareholders, and shall perform all of the duties or functions, and
when so acting shall have all powers and authority, of the Chairman of the
Board. He shall be, ex officio, a member of all standing committees. The
President shall, in general, perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of
Directors.
Section 5. Vice Presidents. The Board of Directors may elect or appoint
one or more Vice Presidents. The Board of Directors may designate one or
more Vice Presidents as Executive Vice Presidents. Unless the Board of
Directors shall otherwise provide by resolution duly adopted by it, or as
otherwise provided in these By-Laws, such of the Vice Presidents as shall
have been designated Executive Vice Presidents and who are members of the
Board of Directors in the order specified by the Board of Directors shall
perform the duties and exercise the powers of the President during the
absence or disability of the President if the office of the Chairman of the
Board is vacant. The Vice Presidents shall perform such other duties as may
be delegated to them by the Board of Directors, the Chairman of the Board or
the President.
Section 6. Secretary. The Secretary shall issue notices of all Directors'
and shareholders' meeting, and shall attend and keep the minutes of the
same; shall have charge of all corporation books, records and papers; shall
be custodian of the corporate seal, all stock certificates and written
contracts of the corporation; and shall perform all such other duties as are
incident to his office. The Secretary shall also perform such duties as are
assigned to him from time to time by the Board of Directors.
Section 7. Treasurer. The Treasurer shall have custody of all money and
securities of the corporation and shall give bond, in such sum and with such
securities as the Directors may require, conditioned upon the faithful
performance of the duties of his office. He shall sign all checks of the
corporation, shall keep regular books of account and shall submit them,
together with all his vouchers, receipts, records, and other papers, to the
Directors for their examination and approval as often as they may require;
and shall perform all such other duties as are incident to his office. The
Treasurer shall also perform such duties as may be assigned to him by the
Board of Directors from time to time.
Section 8. Indemnification of Directors, Officers and Others. Pursuant to
the provisions of Article XI of the Articles of Incorporation of the
corporation, the corporation shall indemnify any of its Directors and
officers and may indemnify any of its employees and agents (in each case
including such person's heirs, executors, administrators and legal
representatives) in accordance with the following provisions of this By-Law:
A. Indemnification of Directors and Officers: Claims by Third Parties.
The corporation shall, to the fullest extent authorized or permitted by
the Michigan Business Corporation Act, as amended (the "Act") or other
applicable law, as the same presently exist or may hereafter be
amended, but, in the case of any such amendment, only to the extent
such amendment permits the corporation to provide broader
indemnification rights than before such amendment, indemnify a Director
or officer (an "Indemnitee") who was or is a party or 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, other than an action by or in the right
of the corporation, by reason of the fact that he or she is or was a
Director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a Director, 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,
judgments, penalties, fines, and amounts paid in settlement actually
and reasonably incurred by him or her in connection with the action,
suit, or proceeding, if the Indemnitee acted in good faith and 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 or proceeding, if the Indemnitee had no reasonable
cause to believe his or her conduct was unlawful. The termination of
an action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does
not, of itself, create a presumption that the Indemnitee did not act in
good faith and in a manner which 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 or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
B. Indemnification of Directors and Officers: Claims Brought by or in
the Right of the Corporation. The corporation shall, to the fullest
extent authorized or permitted by the Act or other applicable law, as
the same presently exist or may hereafter be amended, but, in the case
of any such amendment, only to the extent such amendment permits the
corporation to provide broader indemnification rights than before such
amendment, indemnify an Indemnitee who was or is a party or is
threatened to be made a party to a threatened, pending, or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a
Director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a Director, 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,
and amounts paid in settlement actually and reasonably incurred by the
Indemnitee in connection with the action or suit, if the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders. However, indemnification shall not be made under this
Section B for a claim, issue, or matter in which the Indemnitee has
been found liable to the corporation unless and only to the extent that
the Court in which the action or suit was brought has determined upon
application that, despite the adjudication of liability but in view of
all circumstances of the case, the Indemnitee is fairly and reasonably
entitled to indemnification for the expenses which the Court considers
proper.
C. Actions Brought by the Indemnitee. Notwithstanding the provisions
of Subsections A and B of this Section 8, the corporation shall not be
required to indemnify an Indemnitee in connection with an action, suit,
proceeding or claim (or part thereof) brought or made by such
Indemnitee, unless such action, suit, proceeding or claim (or part
thereof): (i) was authorized by the board of Directors of the
corporation; or (ii) was brought or made to enforce this Section 8 and
the Indemnitee has been successful in such action, suit, proceeding or
claim (or part thereof).
D. Approval of Indemnification. An indemnification under Subsections
A or B of this Section 8, unless ordered by the court, shall be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the Indemnitee is proper in the
circumstances because such Indemnitee has met the applicable standard
of conduct set forth in Subsections A or B of this Section 8, as the
case may be, and upon an evaluation of the reasonableness of expenses
and amounts paid in settlement. This determination and evaluation
shall be made in any of the following ways:
(a) By a majority vote of a quorum of the Board of Directors
consisting of Directors who are not parties or threatened to be
made parties to the action, suit, or proceeding.
(b) If a quorum cannot be obtained in subsection (a), then by
majority vote of a committee of Directors who are not parties to
the action. The committees shall consist of not less than three
(3) disinterested Directors.
(c) By independent legal counsel in a written opinion.
(d) By the shareholders.
E. Advancement of Expenses. The corporation may pay or reimburse the
reasonable expenses incurred by an Indemnitee who is a party or
threatened to be made a party to an action, suit, or proceeding in
advance of final disposition of the proceeding if all of the following
apply:
(a) The Indemnitee furnishes the corporation a written affirmation
of his or her good faith belief that he or she has met the
applicable standard of conduct set forth in Subsections A and B
above.
(b) The Indemnitee furnishes the corporation a written
undertaking, executed personally or on his or her behalf, to
repay the advance if it is ultimately determined that he or she
did not meet the standard of conduct.
(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification
under the Act.
The undertaking required by subsection (b) must be an unlimited
general obligation of the Indemnitee but need not be secured.
Determinations of payments under this Section shall be made in
the manner specified in Subsection D above.
F. Partial Indemnification. If an Indemnitee is entitled to
indemnification under Subsections A or B of this Section 8 for a
portion of expenses, including reasonable attorneys' fees, judgments,
penalties, fines, and amounts paid in settlement, but not for the total
amount, the corporation shall indemnify the Indemnitee for the portion
of the expenses, judgments, penalties, fines, or amounts paid in
settlement for which the Indemnitee is entitled to be indemnified.
G. Indemnification of Employees and Agents. Any person who is not
covered by the foregoing provisions of this Section 8 and who is or was
an employee or agent of the corporation, or is or was serving at the
request of the corporation as a Director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for
profit or not, may be indemnified to the fullest extent authorized or
permitted by the Act orother applicable law, as the same exists or may
hereafter be amended, but, in the case of any such amendment, only to
the extent such amendment permits the corporation to provide broader
indemnification rights than before such amendment, but in any event
only to the extent authorized at any time or from time to time by the
Board of Directors.
H. Other Rights of Indemnification. The indemnification or
advancement of expenses provided under Subsections A through G of this
Section 8 is not exclusive of other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
articles of incorporation, bylaws, or a contractual agreement. The
total amount of expenses advanced or indemnified from all sources
combined shall not exceed the amount of actual expenses incurred by the
person seeking indemnification or advancement of expenses. The
indemnification provided for in Subsections A through G of this Section
8 continues as to a person who ceases to be a Director, officer,
employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of the person.
I. Definitions. "Other enterprises" shall include employee benefit
plans; "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and "serving at the request of the
corporation" shall include any service as a Director, officer,
employee, or agent of the corporation which imposes duties on, or
involves services by, the Director, officer, employee or agent with
respect to an employee benefit plan, its participants or its
beneficiaries; and a person who acted in good faith and in a manner he
or she reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be considered to
have acted in a manner "not opposed to the best interests of the
corporation or its shareholders" as referred to in Subsections A and B
of this Section 8.
J. Liability Insurance. The corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
Director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a Director, officer,
partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise, whether for
profit or not, against any liability asserted against him or her and
incurred by him or her in any such capacity or arising out of his or
her status as such, whether or not the corporation would have power to
indemnify him or her against liability under the pertinent provisions
of the Act.
K. Enforcement. If a claim under this Section 8 is not paid in full
by the corporation within thirty (30) days after a written claim has
been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid
amount of the claim, and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting
such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
undertaking, if any is required, has been tendered to the corporation)
that the claimant has not met the standards of conduct which make it
permissible under the Act for the corporation to indemnify the claimant
for the amount claimed, but the burden of proving such defense shall be
on the corporation. Neither the failure of the corporation (including
its Board of Directors, a committee thereof, independent legal counsel,
or its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is
proper in the circumstances because such claimant has met the
applicable standard of conduct set forth in the Act nor an actual
determination by the corporation (including its Board of Directors, a
committee thereof, independent legal counsel or its shareholders) that
the claimant has not met such applicable standard of conduct, shall be
a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
L. Contract With the Corporation. The right to indemnification
conferred in this Section 8 shall be deemed to be a contract right
between the corporation and each Director or officer who serves in any
such capacity at any time while this Section 8 is in effect, and any
repeal or modification of this Section 8 shall not affect any rights or
obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any
such state of facts.
M. Application to a Resulting or Surviving Corporation or Constituent
Corporation. The definition for "corporation" found in Section 569 of
the Act, as the same exists or may hereafter be amended is, and shall
be, specifically excluded from application to this Section 8. The
indemnification and other obligations set forth in this Section 8 of
the corporation shall be binding upon any resulting or surviving
corporation after any merger or consolidation with the corporation.
Notwithstanding anything to the contrary contained herein or in Section
569 of the Act, no person shall be entitled to the indemnification and
other rights set forth in this Section 8 for acting as a Director or
officerof another corporation prior to such other corporation entering
into a merger or consolidation with the corporation.
N. Severability. Each and every paragraph, sentence, term and
provision of this Section 8 shall be considered severable in that, in
the event a court finds any paragraph, sentence, term or provision to
be invalid or unenforceable, the validity and enforceability, operation,
or effect of the remaining paragraphs, sentences, terms, or provisions
shall not be affected, and this Section 8 shall be construed in all
respects as if the invalid or unenforceable matter had been omitted.
ARTICLE VI
Dividends and Finance
Section 1. Dividends. Dividends, to be paid out of the surplus earnings of
the corporation, or as otherwise permitted in accordance with the provisions
of the governing statute, may be declared from time to time by resolution of
the Board of Directors; but no dividend shall be paid that will impair the
capital of the corporation. Dividends may be paid in cash, in property or
in shares of the capital stock, subject to any provisions of the governing
statute or the Articles of Incorporation.
Section 2. Deposits. The funds of the corporation shall be deposited in
such banks or trust companies as the Directors shall designate and shall be
withdrawn only upon checks issued and signed in accordance with regulations
adopted by the Board of Directors.
Section 3. Checks. All checks, drafts and orders for the payment of money
shall be signed in the name of the corporation in such manner and by such
officer or officers or such other person or persons as the Board of
Directors shall from time to time designate for that purpose.
ARTICLE VII
Fiscal Year
Section 1. The fiscal year of this corporation shall end on the last
Saturday of April each year. The fiscal year may be changed by the Board of
Directors by resolution of the Board of Directors.
ARTICLE VIII
Amendments
These By-Laws may be altered, amended or repealed in whole or in part and
new By-Laws may be adopted either:
(a) By the affirmative vote of the holders of record of not less than
67% of the outstanding stock of the Corporation entitled to vote in
elections of Directors; or
(b) By the affirmative vote of a majority of the Board of Directors at
any meeting of the Board, or by written consent signed by all members
of the Board of Directors; provided, however, no such alteration,
amendment or repeal of Article VIII (a) of these By-Laws shall be
made by the Board of Directors or be effective unless such
alteration, amendment or repeal shall be first approved by the
affirmative vote of the holders of record of not less than 67% of the
outstanding stock of the Corporation entitled to vote in elections of
Directors.
ARTICLE IX
General Provisions
Section 1. Distributions in Cash or Property. The Board of Directors may
authorize and the corporation may make distributions to its shareholders
subject to restriction by the Articles of Incorporation and/or unless
otherwise limited by the Articles of Incorporation, these By-Laws or the
Act.
Section 2. Reserves. The Board of Directors shall have power and authority
to set apart such reserve or reserves, for any proper purpose, as the Board
in its discretion shall approve, and the Board shall have the power and
authority to abolish any reserve created by the Board.
Section 3. Voting Securities. Unless otherwise directed by the Board of
Directors, the Chairman of the Board or President or the Vice Chairman of
the Board, or in the case of their absence or inability to act, the Vice
Presidents, including Executive Vice Presidents, in order of their
seniority, shall have full power and authority on behalf of the corporation
to attend and to act and to vote, or to execute in the name or on behalf of
the corporation a consent in writing in lieu of a meeting of shareholders or
a proxy authorizing an agent or attorney-in-fact for the corporation to
attend and vote at any meetings of security holders of corporations in which
the corporation may hold securities, and at such meetings he or his duly
authorized agent or attorney-in-fact shall possess and may exercise any and
all rights and powers incident to the ownership of such securities and
which, as the owner thereof, the corporation might have possessed and
exercised if present. The Board of Directors by resolution from time to
time may confer like power upon any other person or persons.
Section 4. Contracts, Conveyances, Etc. When the execution of any
contract, conveyance or other instrument has been authorized without
specification of the executing officers, the Chairman of the Board, the Vice
Chairman of the Board, President or any Vice President, and the Secretary or
Assistant Secretary, may execute the same in the name and on behalf of this
corporation and may affix the corporate seal thereto. The Board of
Directors shall have power to designate the officers and agents who shall
have authority to execute any instrument in behalf of this corporation.
Section 5. Corporate Books and Records. The corporation shall keep books
and records of account and minutes of the proceedings of its shareholders,
Board of Directors and executive committees, if any. The corporation shall
keep at its registered office, or at the office of its transfer agent in or
outside the State of Michigan, records containing the names and addresses of
all shareholders, the number, class and series of shares held by each and
the dates when they respectively became holders of record. Any of the
books, records or minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time. The
corporation shall convert into written form without charge any record not in
written form, unless otherwise requested by a person entitled to inspect the
records.
Section 6. Seal. The seal of the corporation shall have inscribed thereon
the name of the corporation and the words "Corporate Seal" and "Michigan."
The seal may be used by causing it or a facsimile to be affixed, impressed
or reproduced in any other manner.