BY-LAWS
OF
TAUBMAN CENTERS, INC.
As amended through September 18, 1996
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INDEX
TO
BY-LAWS
OF
TAUBMAN CENTERS, INC.
Page
Article I - MEETINGS OF SHAREHOLDERS
Section 1.01 Place of Meetings......................................1
Section 1.02 Annual Meeting.........................................1
Section 1.03 Special Meetings.......................................1
Section 1.04 Notice of Meetings.....................................1
Section 1.05 Waiver of Notice.......................................2
Section 1.06 Inspectors of Election.................................2
Section 1.07 Quorum and Adjournment.................................2
Section 1.08 Vote of Shareholders...................................2
Section 1.09 Proxies................................................3
Section 1.10 Consents...............................................3
Section 1.11 Organization of Shareholders' Meetings.................3
Article II - DETERMINATION OF VOTING, DIVIDEND, AND OTHER RIGHTS.............3
Article III - DIRECTORS
Section 3.01 General Powers.........................................4
Section 3.02 Number, Qualifications, and Term of Office.............4
Section 3.03 Place of Meetings......................................4
Section 3.04 Annual Meeting.........................................4
Section 3.05 Regular and Special Meetings...........................5
Section 3.06 Quorum and Manner of Action............................5
Section 3.07 Compensation...........................................6
Section 3.08 Removal of Directors...................................6
Section 3.09 Resignations...........................................6
Section 3.10 Vacancies..............................................6
Section 3.11 Organization of Board Meeting..........................7
Article IV - COMMITTEES
Section 4.01 Committees.............................................7
Section 4.02 Regular Meetings.......................................7
Section 4.03 Special Meetings.......................................7
Section 4.04 Quorum and Manner of Action............................7
Section 4.05 Records................................................7
Section 4.06 Vacancies..............................................8
Article V - OFFICERS
Section 5.01 Officers...............................................8
Section 5.02 Term of Office and Resignation.........................8
Section 5.03 Removal of Elected Officers............................8
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(i)
Section 5.04 Vacancies..............................................8
Section 5.05 Compensation...........................................8
Section 5.06 The Chairman of the Board..............................9
Section 5.07 The Vice Chairman of the Board.........................9
Section 5.08 The President..........................................9
Section 5.09 The Chief Financial Officer............................9
Section 5.10 The Vice President.....................................9
Section 5.11 The Secretary..........................................9
Section 5.12 The Treasurer..........................................9
Article VI - INDEMNIFICATION
Section 6.01 Indemnification.......................................10
Section 6.02 Advancement of Expenses...............................10
Section 6.03 Indemnification: Insurance...........................10
Section 6.04 Indemnification: Constituent Corporations............10
Article VII - SHARE CERTIFICATES
Section 7.01 Form; Signature.......................................11
Section 7.02 Transfer Agents and Registrars........................11
Section 7.03 Transfers of Shares...................................11
Section 7.04 Registered Shareholders...............................11
Section 7.05 Lost Certificates.....................................11
Article VIII - MISCELLANEOUS
Section 8.01 Fiscal Year...........................................12
Section 8.02 Signatures on Negotiable Instruments..................12
Section 8.03 Dividends.............................................12
Section 8.04 Reserves..............................................12
Section 8.05 Seal..................................................12
Section 8.06 Corporation Offices...................................12
Article IX - AMENDMENTS
Section 9.01 Power to Amend........................................12
As amended through September 18, 1996
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(ii)
BY-LAWS
OF
TAUBMAN CENTERS, INC.
Article I
MEETINGS OF SHAREHOLDERS
Section 1.01. PLACE OF MEETINGS.
Annual and special meetings of the shareholders shall be held at such place
within or outside the State of Michigan as may be fixed from time to time by the
board of directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 1.02. ANNUAL MEETING.
The annual meeting of the shareholders for the election of directors and
for the transaction of such other business as may properly come before the
meeting shall be held on such date as the Chairman of the Board, or the Vice
Chairman of the Board or the President or the board of directors shall
designate, and at such hour as may be named, in the notice of said meeting. If
the election of directors shall not be held on the date so designated for any
annual meeting or at any adjournment of such meeting, the board of directors
shall cause the election to be held at a special meeting as soon thereafter as
it conveniently may be held.
Section 1.03. SPECIAL MEETINGS.
A special meeting of the shareholders may be called at any time and for any
purpose or purposes by the Chairman of the Board, the Vice Chairman of the
Board, the President, a Vice President or any two directors, or by a shareholder
or shareholders holding of record at least twenty-five percent (25%) of the
outstanding capital stock of the corporation entitled to vote at such meeting.
Section 1.04. NOTICE OF MEETINGS.
A written notice of the place, date, hour, and purposes of each meeting,
whether annual or special, and any adjournment thereof, shall be given
personally or by mail to each shareholder entitled to vote thereat at least ten
(l0) but not more than sixty (60) days prior to the meeting unless a shorter
time is provided by the Michigan Business Corporation Act and is fixed by the
board of directors. The notice of any special meeting shall also state by or at
whose direction it is being issued. If, at any meeting, whether annual or
special, action is proposed to be taken which would, if taken, entitle
shareholders fulfilling requirements of law to receive payment for their shares,
the notice of such meeting shall include a statement of that purpose and to that
effect. If any notice, as provided in this Section 1.04 is mailed, it shall be
directed to the shareholder in a postage prepaid envelope at his address as it
appears on the record of shareholders, or, if he shall have filed with the
Secretary a written request that notices to him be mailed to some other address,
then directed to him at such other address.
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Section 1.05. WAIVER OF NOTICE.
Notice of meeting need not be given to any shareholder who submits a waiver
of notice, signed in person or by proxy, whether before, at or after the
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
shall constitute a waiver of notice by him except when the shareholder attends
such 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.
Section 1.06. INSPECTORS OF ELECTION.
The board of directors, or any officer or officers duly authorized by the
board of directors, in advance of any meeting of shareholders, may appoint one
or more inspectors to act at the meeting or any adjournment thereof. If
inspectors are not so appointed, the person presiding at the meeting may, and on
the request of any shareholder entitled to vote thereat shall, appoint one or
more inspectors. In case any person appointed fails to appear or act, the
vacancy may be filled by appointment made by the board of directors in advance
of the meeting or at the meeting by the chairman of the meeting. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. 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 all challenges and questions arising in connection with the right to
vote, count and tabulate all 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 any
shareholder entitled to vote thereat, the inspectors shall make a report in
writing of any facts or matters found or determined by them and execute a
certificate with respect thereto.
Section 1.07. QUORUM AND ADJOURNMENT.
At all meetings of shareholders, except as otherwise provided by statute or
the articles of incorporation, the holders of a majority of the shares entitled
to vote thereat, present in person or by proxy, shall be necessary and
sufficient, to constitute a quorum for the transaction of business. The
shareholders present in person or by proxy at any of such meetings at which a
quorum is initially present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. By a vote of the majority of shareholders present, in person or by
proxy, whether or not a quorum is present, the meeting may, from time to time,
be adjourned, by resolution to another place and time, for a period not
exceeding thirty (30) days in any one case. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally called.
Section 1.08. VOTE OF SHAREHOLDERS.
Each shareholder having the right to vote shall be entitled at every
meeting of shareholders to one (1) vote for every share having voting power
standing in his name on the record date of shareholders fixed by the board of
directors pursuant to Article II of these by-laws. All elections of directors
shall be by a plurality vote of the shareholders entitled to vote at such
meeting of shareholders. Whenever any corporate action is to be taken by vote,
other than the election of directors, it shall, except as otherwise required by
statute, by the articles of incorporation, or by these by-laws, be authorized by
the affirmative vote of holders of two-thirds (2/3rds) of the outstanding common
stock. Directors shall be elected if approved by a plurality of the votes cast
at an election.
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Section 1.09. PROXIES.
Every shareholder entitled to vote at a meeting of shareholders or to
express consent or dissent without a meeting may authorize another person or
persons to act for him by proxy. Every proxy must be in writing and signed by
the shareholder or his attorney-in-fact. No proxy shall be valid after the
expiration of three (3) years from the date thereof unless otherwise provided in
the proxy.
Section 1.10. CONSENTS.
Any action required or permitted by the Michigan Business Corporation 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 shareholders holding a sufficient number of shares 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.
Section 1.11. ORGANIZATION OF SHAREHOLDERS' MEETINGS.
At every meeting of the shareholders, the Chairman of the Board, or in his
absence, the Vice Chairman of the Board, or in his absence, the President, or in
his absence, a Vice President, or in the absence of the Chairman of the Board,
the President and Vice President, a chairman chosen by a majority in interest of
the shareholders of the corporation present in person or by proxy and entitled
to vote, shall act as chairman; and the Secretary, or in his absence any person
appointed by the chairman, shall act as secretary.
Article II
DETERMINATION OF VOTING,
DIVIDEND, AND OTHER RIGHTS
For the purpose of determining the shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or to express
consent to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or the date when any change or conversion or exchange
of capital stock shall go into effect, or for the purpose of any other action,
the board of directors may fix, in advance, a date as the record date for any
such determination of shareholders. Such date shall not be more than sixty (60)
nor less than ten (10) days before the date of any such meeting, nor more than
thirty (30) days prior to any other action. If a record date is so fixed, such
shareholders and only such shareholders as shall be shareholders of record on
that date so fixed shall be entitled to notice of, and to vote at, such meeting
and any adjournment thereof, or to express such consent or dissent, or to
receive payment of such dividend or such allotment of rights, or otherwise to be
recognized as shareholders for the purpose of any other action, notwithstanding
any transfer of any shares on the books of the corporation after any such record
date so fixed.
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Article III
DIRECTORS
Section 3.01. GENERAL POWERS.
The business and all the powers of the corporation, and the stock,
property, and affairs of the corporation, except as otherwise provided by the
articles of incorporation, the by-laws, or by statute, shall be managed by the
board of directors.
Section 3.02. NUMBER, QUALIFICATIONS, AND TERM OF OFFICE. [As amended 9/18/96]
Except as otherwise required by the next sentence of this Section 3.02 of
these by-laws, the board shall consist of eleven (11) directors. To the extent
necessary in order to satisfy the requirements of the articles of incorporation
with respect to the number of directors that must be Independent Directors (as
that term is defined in Section 3.06 of these by-laws), the number of directors
may be increased by resolution of the board of directors to that number (and not
more than that number) which shall be equal to the then existing number of
directors plus that number of additional Independent Directors that is then
necessary in order to satisfy the requirements of the articles of incorporation.
Except as otherwise provided by statute, the articles of incorporation, or these
by-laws, the directors, who need not be shareholders, shall be divided into
three (3) classes, initially two (2) of which shall consist of three (3)
directors and one (1) of which shall consist of four (4) directors. If the
number of directors is increased, the three (3) classes of directors shall each
be as nearly equal in number as is possible. The initial term of office of those
directors in the first (1st) class shall expire at the annual meeting of the
shareholders next ending and upon their successor being duly elected and
qualified, or, if earlier, until death, resignation or removal. The initial term
of office of those directors in the second (2nd) class shall expire one year
thereafter. The initial term of office of those directors in the third (3rd)
class shall expire two years thereafter. The classification of the initial
directors and any, except as otherwise required by this Section 3.02 of these
by-laws, director elected by reason of an increase in the size of the board of
directors shall be determined by resolution of the board of directors. At each
annual meeting of shareholders held after such initial classification and
election, directors shall be chosen for a full three (3) year term and until
their successors shall be duly elected and qualified, or, if earlier, until
death, resignation or removal.
Section 3.03. PLACE OF MEETINGS.
Meetings of the board of directors, annual or special, shall be held at any
place within or outside the State of Michigan as may from time to time be
determined by the board of directors.
Section 3.04. ANNUAL MEETING.
The board of directors shall meet as soon as practicable after each annual
election of directors for the purpose of organization, election of officers, and
the transaction of other business, on the same day and at the same place at
which the shareholders' meeting is held. Notice of such meeting need not be
given. Such meeting may be held at such other time and place as shall be
specified in a notice to be given as hereinafter provided for special meetings
of the board of directors, or according to consent and waiver of notice thereof
signed by all directors.
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Section 3.05. REGULAR AND SPECIAL MEETINGS.
Regular (i.e., previously scheduled by action of the board of directors)
meetings of the board of directors may be held with or without notice. Special
meetings of the board of directors shall be held whenever called by any
director. Notice of any special meeting, and any adjournment thereof, stating
the place, date, hour and purpose of the meeting, shall be mailed to each
director, addressed to him at his residence or usual place of business, or shall
be sent to him at such place by mail, telegraph, cable, fax or radio, or be
delivered personally or by telephone, not later than forty-eight (48) hours
prior to the day on which the meeting is to be held. Notice of any meeting of
the board of directors need not be given to any director who submits a signed
waiver of notice before or after the meeting, or who attends the meeting without
protesting, either prior to or at the commencement of such meeting, the lack of
notice to him. Unless limited by statute, the articles of incorporation, these
by-laws, or the terms of the notice thereof, any and all business may be
transacted at any special meeting.
Section 3.06. QUORUM AND MANNER OF ACTION.
A majority of the directors in office at the time of any annual or special
meeting of the board of directors, present in person, shall be necessary and
sufficient to constitute a quorum for the transaction of business. Whether or
not specified in any other Section of these by-laws, the affirmative vote of a
majority of the Independent Directors (as hereinafter defined) and a majority of
the entire board of directors shall be required for the approval of all actions
to be taken by the board of directors, except as otherwise required by statute
or the articles of incorporation and except for adjournment; provided, however,
the corporation may not appoint to the Partnership Committee (as hereinafter
defined) as a corporation appointee an individual that does not satisfy the
definition of Independent Director in one or more respects without the
affirmative vote of all of the Independent Directors then in office. A majority
of the directors present, whether or not a quorum is present, may by resolution,
from time to time, adjourn any meeting to another place and time for a period
not exceeding thirty (30) days in any one case. If all of the directors shall
severally and/or collectively consent in writing to any act taken or to be taken
by the corporation, such action shall be valid corporate action as though it had
been authorized at a meeting of the board of directors. For purposes of this
Section 3.06 of these by-laws, "Independent Directors" shall mean an individual
who is neither one of the following named persons nor an employee, beneficiary,
principal, director, officer or agent of, or a general partner in, or limited
partner (owning in excess of five percent (5%) of the beneficial interest) or
shareholder (owning in excess of five percent (5%) of the beneficial interest)
in, any such named person: (i) for so long as TG Limited Partnership, a Delaware
limited partnership, has the right to appoint one or more Partnership Committee
(as hereinafter defined) members, A. Alfred Taubman and any affiliate of A.
Alfred Taubman or any member of his immediate family, (ii) for so long as
Taub-Co. Management, Inc., a Michigan corporation (formerly The Taubman Company,
Inc. ("T-Co.")) has the right to appoint one or more Partnership Committee
members, T-Co or an affiliate of T-Co, (iii) for so long as a Taubman Transferee
(as hereinafter defined) has the right to appoint one or more Partnership
Committee members, a Taubman Transferee, or an affiliate of such Taubman
Transferee, (iv) for so long as the General Motors Hourly-Rate Employes Pension
Trust or the General Motors Salaried Employes Pension Trust ("GMPTS") has the
right to appoint one or more Partnership Committee members, GMPTS, General
Motors Corporation, or an affiliate of GMPTS or of General Motors Corporation,
and (v) for so long as a GMPTS Transferee (as hereinafter defined) has the right
to appoint one or more Partnership Committee members, a GMPTS Transferee or an
affiliate of such GMPTS Transferee. "Partnership Committee" means the committee
of The Taubman Realty Group Limited Partnership, a Delaware limited Partnership
("TRG"), that has the power to approve all actions, decisions, determinations,
designations, delegations, directions, appointments, consents, approvals,
selections, and the like to be taken, made or given, with respect to TRG, its
business and its properties as well as the management of the affairs of TRG.
"Taubman Transferee" means a single person that acquires, pursuant to Section
8.1(b) or Section 8.3(a) of The Amended and Restated
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Agreement of Limited Partnership of the Taubman Realty Group Limited Partnership
(as the same may be amended, the "Partnership Agreement") or upon the
foreclosure or like action in respect of a pledge of a partnership interest in
TRG, the then (i.e., at the time of such acquisition) entire partnership
interest (excluding, in the case of an acquisition pursuant to Section 8.3(a) of
the Partnership Agreement or pursuant to a foreclosure or like action in respect
of a pledge of a partnership interest in TRG, the ability of such person to act
as a substitute partner) of A. Alfred Taubman, and any affiliate of A. Alfred
Taubman or any member of his immediate family, from one or more such persons or
from any Taubman Transferee provided that the percentage interest in TRG being
transferred exceeds seven and 7/10ths percent (7.7%). "GMPTS Transferee" means a
single Person that acquires, pursuant to Section 8.1(b) or Section 8.3(a) of the
Partnership Agreement, or upon the foreclosure or like action in respect of a
pledge of a partnership interest in TRG, the then (i.e., at the time of such
acquisition) entire such partnership interest (excluding, in the case of an
acquisition pursuant to Section 8.3(a) of the Partnership Agreement or pursuant
to a foreclosure or like action in respect of a pledge of partnership interests
in TRG, the ability of such person to act as a substitute partner) of GMPTS or
of any GMPTS Transferee; provided that the percentage interest in TRG being
transferred exceeds seven and 7/10ths percent (7.7%).
Section 3.07. COMPENSATION.
Each Independent Director shall be paid such directors' fees and fixed sums
and expenses for attendance at each annual, regular or special meeting of the
board of directors or committees of the board of directors as the board of
directors by resolution so determines; provided, however, that nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 3.08. REMOVAL OF DIRECTORS.
By a vote of two-thirds of all shares of stock outstanding and entitled to
vote, one or more or all of the directors may be removed from office for or
without cause.
Section 3.09. RESIGNATIONS.
Any director may resign at any time by giving written notice to the board
of directors, the Chairman of the Board, the Vice Chairman, the President, or
the Secretary of the corporation. Such resignation shall take effect at the time
specified therein; and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 3.10. VACANCIES.
Any vacancies occurring on the board of directors by reason of death,
resignation, retirement, disqualification, removal, or an increase in the size
of the board of directors shall be temporarily filled by the board of directors
then in office (including a majority of the Independent Directors), even though
less than a quorum, provided that the membership requirements of Article VI of
the Corporation's Restated and Amended Articles of Incorporation and Section
3.02 of these By-Laws are at all times satisfied. Except as provided in the next
sentence, unless a successor director is elected by a vote of the shareholders,
any director elected by the board of directors to fill a vacancy temporarily
shall hold office for the unexpired portion of the term of his predecessor. If a
director is elected by the directors in order to fill a vacancy created as a
result of an increase in the size of the board of directors, then such director
shall have an initial term equal to the remaining term of the class of directors
that such director is placed in pursuant to the resolution of the board of
directors adopted pursuant to Section 3.02 of these by-laws.
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Section 3.11. ORGANIZATION OF BOARD MEETING.
At each meeting of the board of directors, the Chairman, or in his absence,
the Vice Chairman, or in his absence, the President, if he is a director, or in
his absence, a director chosen by a majority of the directors present, shall act
as chairman of the meeting. The Secretary, or in his absence, any person
appointed by the chairman, shall act as secretary of the meeting.
Article IV
COMMITTEES
Section 4.01. COMMITTEES.
The corporation may have such committees as the board of directors shall by
resolution from time to time determine consisting of two or more directors
(provided that the membership of the Audit Committee shall consist only of
Independent Directors, the membership of the Compensation Committee shall
consist only of those directors who also serve on the Compensation Committee of
TRG and the membership of any other committee shall consist of not less than one
Independent Director) which shall have such powers and authority as designated
by the board of directors.
Section 4.02. REGULAR MEETINGS.
Regular meetings of a committee shall be held without notice at such time
and at such place as shall from time to time be determined by resolution of the
committee. In case the day so determined shall be a legal holiday, such meeting
shall be held on the next succeeding day, not a legal holiday, at the same hour.
Section 4.03. SPECIAL MEETINGS.
Special meetings of a committee shall be held wherever called by the
chairman of the committee. Notice of any special meeting and any adjournment
thereof shall be delivered personally, by telephone or fax or mailed to each
member, addressed to him at his residence or usual place of business, or be sent
to him at such place by telegraph, or be delivered personally, by telephone, or
by fax, not later than the second (2nd) day before the day on which the meeting
is to be held. Notice of any meeting of a committee need not be given to any
member who submits a signed waiver of notice before or after the meeting, or who
attends the meeting without protesting prior thereto or at its commencement the
lack of notice to him. Unless limited by statute, the articles of incorporation,
these by-laws, or the terms of the notice thereof, any and all business may be
transacted at any special meeting of the committee.
Section 4.04. QUORUM AND MANNER OF ACTION.
A majority of the members of a committee in office at the time of any
regular or special meeting of the committee present in person shall constitute a
quorum for the transaction of business. The unanimous vote of the members shall
be the act of the committee. A majority of the members present, whether or not a
quorum is present, may adjourn any meeting to another time and place; and no
notice of an adjourned meeting need be given.
Section 4.05. RECORDS.
A committee shall keep minutes of its proceedings and shall submit the same
from time to time to the board of directors. The Secretary of the corporation,
or in his absence an
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assistant secretary, shall act as secretary to the committee; or the committee
may in its discretion appoint its own secretary.
Section 4.06. VACANCIES.
Any newly created memberships and vacancies occurring in a committee shall
be filled by resolution adopted by a majority of the entire board of directors,
provided that the membership requirements of Section 4.01 are at all times
satisfied.
Article V
OFFICERS
Section 5.01. OFFICERS.
The elected officers of the corporation shall be a Chairman of the Board, a
Vice Chairman of the Board, a President, a Chief Financial Officer, a Secretary,
a Treasurer, and, if the board of directors so determines, one or more Vice
Presidents. The board of directors may also appoint one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers and
agents as may from time to time appear to be necessary or advisable in the
conduct of the affairs of the corporation. Any two or more offices, whether
elective or appointive, may be held by the same person, except that an officer
shall not execute, acknowledge or verify any instrument in more than one
capacity if the instrument is required by law or the articles of incorporation
or the by-laws to be executed, acknowledged or verified by two or more officers.
Section 5.02. TERM OF OFFICE AND RESIGNATION.
So far as practicable, all elected officers shall be elected at the first
meeting of the board of directors following the annual meeting of shareholders
in each year and, except as otherwise hereinafter provided, shall hold office
until the first meeting of the board of directors following the next annual
meeting of shareholders and until their respective successors shall have been
elected or appointed and qualified. All other officers shall hold office during
the pleasure of the board of directors. Any elected or appointed officer may
resign at any time by giving written notice to the board of directors, the
Chairman, the Vice Chairman, the President, the Chief Financial Officer, or the
Secretary of the corporation. Such resignation shall take effect at the time
specified therein, and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 5.03. REMOVAL OF ELECTED OFFICERS.
Any officer may be removed at any time, with or without cause, by vote at
any meeting of the board of directors.
Section 5.04. VACANCIES.
If any vacancy shall occur in any office for any reason, the board of
directors may elect or appoint a successor to fill such vacancy for the
remainder of the term.
Section 5.05. COMPENSATION.
The compensation, if any, of all elected or appointed officers and agents
of the corporation shall be fixed by the board of directors.
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Section 5.06. THE CHAIRMAN OF THE BOARD.
The Chairman of the Board (sometimes herein the "Chairman") shall preside
at all meetings of the shareholders and board of directors and shall appoint all
standing and special committees as are deemed necessary in the conduct of the
business. The Chairman shall exercise any and all powers and perform any and all
duties which are required by the by-laws and which the board of directors may
additionally confer upon him.
Section 5.07. THE VICE CHAIRMAN OF THE BOARD.
The Vice Chairman of the Board (sometimes herein the "Vice Chairman"), in
the absence of the Chairman, shall preside at all meetings of the shareholders
and board of directors. The Vice Chairman shall exercise any and all powers and
perform any and all duties which are required by the by-laws and which the board
of directors may additionally confer upon him.
Section 5.08. THE PRESIDENT.
The President shall be the Chief Executive Officer and, if he is a
director, in the absence of the Chairman and the Vice Chairman, preside at all
meetings of the board of directors; and shall perform such other duties as are
usually ascribed to that office. The President shall exercise any and all powers
and perform any and all duties which are required by the by-laws and which the
board of directors may additionally confer upon him.
Section 5.09. THE CHIEF FINANCIAL OFFICER.
The Chief Financial Officer shall perform all necessary acts and duties in
connection with the administration of the financial affairs of the corporation;
and shall perform such other duties as are usually ascribed to that office. The
Chief Financial Officer shall exercise any and all powers and perform any and
all duties which are required by the by-laws and which the board of directors
may additionally confer upon him.
Section 5.10. THE VICE PRESIDENT.
The Vice President, if any, or if there is more than one Vice President,
each Vice President, shall have such powers and discharge such duties as may be
assigned to him from time to time by the board of directors.
Section 5.11. THE SECRETARY.
The Secretary shall attend all meetings of the board of directors and the
shareholders and shall record all votes and the minutes of all proceedings in a
book to be kept for that purpose and shall, when requested, perform like duties
for all committees of the board of directors. He shall attend to the giving of
notice of all meetings of the shareholders, and special meetings of the board of
directors and committees thereof; he shall have custody of the corporate seal,
if same is provided, and, when authorized by the board of directors, shall have
authority to affix the same to any instrument and, when so affixed, it shall be
attested by his signature or by the signatures of the Treasurer or an Assistant
Secretary or an Assistant Treasurer. He shall keep an account for all books,
documents, papers, and records of the corporation, except those for which some
other officer or agent is properly accountable. He shall have authority to sign
stock certificates, and shall generally perform all the duties appertaining to
the office of secretary of a corporation. In the absence of the Secretary, such
person as shall be designated by the President shall perform his duties.
Section 5.12. THE TREASURER.
The Treasurer shall have the care and custody of all the funds of the
corporation and shall deposit the same in such banks or other depositories as
the board of directors, or any officer
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and agent jointly, duly authorized by the board of directors, shall, from time
to time, direct or approve. He shall keep a full and accurate account of all
monies received and paid on account of the corporation, and shall render a
statement of his accounts whenever the board of directors shall require. In
addition, he shall generally perform all duties usually appertaining to the
office of Treasurer of a corporation. When required by the board of directors,
he shall give bonds for the faithful discharge of his duties in such sums and
with such sureties as the board of directors shall approve. In the absence of
the Treasurer, such person as shall be designated by the Chief Financial Officer
shall perform his duties.
Article VI
INDEMNIFICATION
Section 6.01. INDEMNIFICATION.
Subject to and in accordance with the provisions of the corporation's
articles of incorporation, the corporation has the power to (and, if so provided
in the corporation's articles of incorporation, shall) indemnify any person (and
the heirs, executors, and administrators of any such person) against any loss,
cost, damage, fine, penalty, or expense (including attorneys' fees) suffered,
incurred, assessed, or imposed by reason of the fact that such person 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, employee, agent,
partner, or trustee of another corporation, partnership, joint venture, trust,
or other enterprise, or a member of the Partnership Committee.
Section 6.02. ADVANCEMENT OF EXPENSES.
Subject to and in accordance with the corporation's articles of
incorporation, expenses incurred in defending or settling a civil or criminal
action, suit, or proceeding to which any person described in Section 6.01 is or
was a party, or is or was threatened to be made a party, may (and, if so
provided in the corporation's articles of incorporation, shall) be paid by the
corporation in advance.
Section 6.03. INDEMNIFICATION: INSURANCE.
The corporation shall have 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 liable as a director 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, or a member of the Partnership Committee against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, regardless of whether the corporation would
have power to indemnify him against such liability under the provisions of this
Article VI.
Section 6.04. INDEMNIFICATION: CONSTITUENT CORPORATIONS.
For the purposes of this Article VI, references to the corporation include
all constituent corporations absorbed in a merger and the resulting or surviving
corporation, so that a person who is or was a director or officer of such
constituent corporation or is or was serving at the request of such constituent
corporation as a director or officer of another corporation, partnership, joint
venture, trust, or other enterprise shall (as shall his heirs, executors, and
administrators) stand in the same position, under the provisions of this
Article, with respect to the resulting or surviving corporation as he would if
he had served the resulting or surviving corporation in the same capacity.
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Article VII
SHARE CERTIFICATES
Section 7.01. FORM; SIGNATURE.
The shares of the corporation shall be represented by certificates in such
form as shall be determined by the board of directors and shall be signed by the
Chairman, Vice Chairman, President or a Vice President and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer of the
corporation, and if a seal has been provided for the corporation, may be sealed
with the seal of the corporation or a facsimile thereof. The signatures of the
officers upon a certificate may be facsimiles if the certificate is
countersigned by a Transfer Agent or registered by a Registrar other than the
corporation or its employee. In case any officer who has signed or whose
facsimile has been placed upon a certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer at the date of issue.
Section 7.02. TRANSFER AGENTS AND REGISTRARS.
The board of directors may, in its discretion, appoint one or more banks or
trust companies in the State of Michigan and in such other state or states as
the board of directors may deem advisable, from time to time, to act as Transfer
Agents and Registrars of the shares of the corporation; and upon such
appointments being made, no certificate representing shares shall be valid until
countersigned by one of such Transfer Agents and registered by one of such
Registrars.
Section 7.03. TRANSFERS OF SHARES.
Transfers of shares shall be made on the books of the corporation only upon
written request by the person named in the certificate, or by his attorney
lawfully constituted in writing, and upon surrender and cancellation of a
certificate or certificates for a like number of shares of the same class, with
duly executed assignment and a power of transfer endorsed thereon or attached
thereto, and with such proof of the authenticity of the signatures as the
corporation or its agents may reasonably require.
Section 7.04. REGISTERED SHAREHOLDERS.
The corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends and
other distributions, and to vote as such owner, and to hold liable for calls and
assessments the person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by law or contemplated by the
articles of incorporation.
Section 7.05. LOST CERTIFICATES.
In case any certificate representing shares shall be lost, stolen, or
destroyed, the board of directors, or any officer or officers duly authorized by
the board of directors, may authorize the issuance of a substitute certificate
in place of the certificate so lost, stolen, or destroyed, and may cause or
authorize such substitute certificate to be countersigned by the appropriate
Transfer Agent and registered by the appropriate Registrar. In each such case
the applicant for a substitute certificate shall furnish to the corporation and
to such of its Transfer Agents and Registrars as may require the same, evidence
to their satisfaction, in their discretion, of the loss, theft, or destruction
of such certificate and of the ownership thereof, and also such security or
indemnity as may by them be required.
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Article VIII
MISCELLANEOUS
Section 8.01. FISCAL YEAR.
The board of directors from time to time shall determine the fiscal year of
the corporation.
Section 8.02. SIGNATURES ON NEGOTIABLE INSTRUMENTS.
All bills, notes, checks, or other instruments for the payment of money
shall be signed or countersigned by such officers or agents and in such manner
as from time to time may be prescribed by resolution of the board of directors,
or may be prescribed by any officer or officers, or any officer and agent
jointly, duly authorized by the board of directors.
Section 8.03. DIVIDENDS.
Except as otherwise provided in the articles of incorporation, dividends
upon the shares of the corporation may be declared and paid as permitted by law
in such amounts as the board of directors may determine at any annual or special
meeting. Dividends may be paid in cash, in property, or in shares of the capital
stock of the corporation, subject to the articles of incorporation.
Section 8.04. RESERVES.
Before payment of any dividend, there may be set aside out of any funds of
the corporation available for dividends such sum or sums as the board of
directors from time to time, in its absolute discretion, deems proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the board of directors deems conducive to the interest of the
corporation; and in its discretion, the board of directors may decrease or
abolish any such reserve.
Section 8.05. SEAL.
The board of directors may, but need not, provide a corporate seal which
shall consist of two concentric circles between which is the name of the
corporation and in the center of which shall be inscribed "SEAL".
Section 8.06. CORPORATION OFFICES.
The registered office of the corporation shall be as set forth in the
articles of incorporation. The corporation may also have offices in such places
as the board of directors may from time to time appoint or the business of the
corporation require. Such offices may be outside the State of Michigan.
Article IX
AMENDMENTS
Section 9.01. POWER TO AMEND.
These by-laws may be amended, repealed, or adopted by the shareholders or
the board of directors. Any by-law adopted by the board of directors may be
amended or repealed by
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the board of directors or by shareholders entitled to vote thereon as herein
provided; and any by-law adopted by the Incorporators or the shareholders may be
amended or repealed by the board of directors, except as limited by statute and
except when the shareholders have expressly provided otherwise with respect to
any particular by-law or by-laws.
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