EXHIBIT 3.2
THE COLONEL'S INTERNATIONAL, INC.
(a Michigan Corporation)
BYLAWS
THE COLONEL'S INTERNATIONAL, INC.
(a Michigan Corporation)
BYLAWS
TABLE OF CONTENTS
PAGE
ARTICLE I - OFFICES. . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Section 1. Registered Office and Registered Agent . . . . . . . .1
Section 2. Other Offices. . . . . . . . . . . . . . . . . . . . .1
ARTICLE II - MEETINGS OF SHAREHOLDERS. . . . . . . . . . . . . . . . . . .1
Section 1. Times and Places of Meetings . . . . . . . . . . . . .1
Section 2. Annual Meetings. . . . . . . . . . . . . . . . . . . .1
Section 3. Notice of Annual Meeting . . . . . . . . . . . . . . .1
Section 4. Business Conducted at Annual Meetings. . . . . . . . .2
Section 5. Shareholder List . . . . . . . . . . . . . . . . . . .2
Section 6. Special Meetings. . . . . . . . . . . . . . . . . . .3
Section 7. Notice of Special Meetings . . . . . . . . . . . . . .3
Section 8. Quorum . . . . . . . . . . . . . . . . . . . . . . . .3
Section 9. Vote Required. . . . . . . . . . . . . . . . . . . . .4
Section 10. Voting Rights. . . . . . . . . . . . . . . . . . . . .4
Section 11. Chairman and Secretary of the Meetings . . . . . . . .4
Section 12. Conduct of Meetings. . . . . . . . . . . . . . . . . .4
Section 13. Inspectors of Election . . . . . . . . . . . . . . . .5
Section 14. Shareholder Action Without Meeting . . . . . . . . . .5
ARTICLE III - DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . .5
Section 1.(a) Number of Directors . . . . . . . . . . . . . . . . . .5
(b) Classification. . . . . . . . . . . . . . . . . . . . .6
(c) Nominations of Director Candidates. . . . . . . . . . .6
(d) Vacancies and Newly Created Directorships . . . . . . .7
(e) Removal . . . . . . . . . . . . . . . . . . . . . . . .7
Section 2. Powers . . . . . . . . . . . . . . . . . . . . . . . .7
Section 3. Compensation of Directors. . . . . . . . . . . . . . .7
Section 4. Places of Meetings . . . . . . . . . . . . . . . . . .8
Section 5. First Meeting of Newly Elected Board . . . . . . . . .8
Section 6. Regular Meetings . . . . . . . . . . . . . . . . . . .8
Section 7. Special Meetings . . . . . . . . . . . . . . . . . . .8
Section 8. Purpose Need Not be Stated . . . . . . . . . . . . . .8
Section 9. Quorum . . . . . . . . . . . . . . . . . . . . . . . .8
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Section 10. Action Without a Meeting . . . . . . . . . . . . . . .8
Section 11. Meeting by Telephone or Similar Equipment. . . . . . .8
Section 12. Written Notice . . . . . . . . . . . . . . . . . . . .9
Section 13. Waiver of Notice . . . . . . . . . . . . . . . . . . .9
ARTICLE IV - COMMITTEES OF DIRECTORS . . . . . . . . . . . . . . . . . . .9
Section 1. Executive Committee. . . . . . . . . . . . . . . . . .9
Section 2. Audit Committee. . . . . . . . . . . . . . . . . . . .9
Section 3. Organization/Compensation Committee. . . . . . . . . 10
Section 4. Nominating Committee . . . . . . . . . . . . . . . . 10
Section 5. Finance Committee. . . . . . . . . . . . . . . . . . 10
Section 6. Other Committees . . . . . . . . . . . . . . . . . . 10
Section 7. Committee Meetings . . . . . . . . . . . . . . . . . 10
ARTICLE V - ADVISORY DIRECTORS . . . . . . . . . . . . . . . . . . . . . 11
Section 1. Invitations to Non-Directors
to Attend Meetings of Board of Directors . . . . . 11
Section 2. Designation of Persons as Advisory Directors . . . . 11
Section 3. Role of Advisory Directors . . . . . . . . . . . . . 11
Section 4. Limitation of Liability of Advisory Directors. . . . 11
Section 5. Compensation . . . . . . . . . . . . . . . . . . . . 11
Section 6. Termination of Status as Advisory Director . . . . . 11
ARTICLE VI - OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1 (a) Central Staff.. . . . . . . . . . . . . . . . . . . . 12
(b) Divisional Officers . . . . . . . . . . . . . . . . . 12
Section 2. Chairman of the Board. . . . . . . . . . . . . . . . 12
Section 3. President. . . . . . . . . . . . . . . . . . . . . . 12
Section 4. Chief Executive Officer. . . . . . . . . . . . . . . 13
Section 5. Chief Operating Officer. . . . . . . . . . . . . . . 13
Section 6. Vice Presidents. . . . . . . . . . . . . . . . . . . 13
Section 7. Secretary. . . . . . . . . . . . . . . . . . . . . . 13
Section 8. Treasurer. . . . . . . . . . . . . . . . . . . . . . 13
Section 9. Assistant Secretary and Assistant Treasurer. . . . . 14
Section 10. Other Officers . . . . . . . . . . . . . . . . . . . 14
ARTICLE VII - INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . 14
Section 1. Indemnification in Action by Third Party . . . . . . 14
Section 2. Indemnification in Action by or in
Right of the Corporation. . . . . . . . . . . . . 14
Section 3. Expenses . . . . . . . . . . . . . . . . . . . . . . 15
Section 4. Authorization of Indemnification.. . . . . . . . . . 15
Section 5. Advances . . . . . . . . . . . . . . . . . . . . . . 16
Section 6. Other Indemnification Agreements . . . . . . . . . . 16
Section 7. Insurance. . . . . . . . . . . . . . . . . . . . . . 17
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Section 8. Constituent Corporation. . . . . . . . . . . . . . . 17
Section 9. Partial Indemnification. . . . . . . . . . . . . . . 17
Section 10. Savings Clause . . . . . . . . . . . . . . . . . . . 17
Section 11. Definitions. . . . . . . . . . . . . . . . . . . . . 17
Section 12. Construction . . . . . . . . . . . . . . . . . . . . 18
ARTICLE VIII - SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . . . 18
Section 1. Subsidiaries . . . . . . . . . . . . . . . . . . . . 18
Section 2. Subsidiary Officers Not Executive Officers . . . . . 18
ARTICLE IX - CERTIFICATES OF STOCK . . . . . . . . . . . . . . . . . . . 19
Section 1. Form . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2. Facsimile Signature. . . . . . . . . . . . . . . . . 19
Section 3. Lost Certificates. . . . . . . . . . . . . . . . . . 19
Section 4. Transfers of Stock . . . . . . . . . . . . . . . . . 19
Section 5. Fixing of Record Date by Board . . . . . . . . . . . 19
Section 6. Provision for Record Date in the Absence
of Board Action . . . . . . . . . . . . . . . . . 20
Section 7. Adjournments . . . . . . . . . . . . . . . . . . . . 20
Section 8. Registered Shareholders. . . . . . . . . . . . . . . 20
ARTICLE X - GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . 20
Section 1. Dividends. . . . . . . . . . . . . . . . . . . . . . 20
Section 2. Reserves . . . . . . . . . . . . . . . . . . . . . . 21
Section 3. Checks . . . . . . . . . . . . . . . . . . . . . . . 21
Section 4. Fiscal Year. . . . . . . . . . . . . . . . . . . . . 21
Section 5. Seal . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 6. Written Waiver of Notice . . . . . . . . . . . . . . 21
ARTICLE XI - AMENDMENTS. . . . . . . . . . . . . . . . . . . . . . . . . 21
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BYLAWS
OF
THE COLONEL'S INTERNATIONAL, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE AND REGISTERED AGENT. The registered
office of the Corporation shall be in the County of Monroe, State of
Michigan. The name of its registered agent at such address is 620 South
Platt Road, Milan, Michigan 48160.
SECTION 2. OTHER OFFICES. The Corporation may also have offices
at such places, both within and without the State of Michigan as the Board
of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. TIMES AND PLACES OF MEETINGS. All meetings of the
shareholders shall be held, except as otherwise provided by statute or
these Bylaws, at such time and place as may be fixed from time to time by
the Board of Directors. Meetings of shareholders may be held within or
without the State of Michigan.
SECTION 2. ANNUAL MEETINGS. Annual meetings of the shareholders
shall be held at a time and place so designated by a majority vote of the
Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may properly be brought before the
meeting.
SECTION 3. NOTICE OF ANNUAL MEETING. Written notice of the annual
meeting, specifying the date, time and location of the meeting, shall be
given personally or by mail at least ten (10) and not more than sixty (60)
days before the date of the meeting to each shareholder entitled to vote
thereat who shall have furnished a written address to the Secretary of the
Corporation for such purpose. Notice of any meeting need not be given to
any shareholder who signs a waiver of notice before or after the meeting.
Attendance of a shareholder at a meeting shall constitute a waiver of
notice, except when the shareholder attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the holding of
the meeting or the transaction of any business because the meeting is not
lawfully called or convened.
SECTION 4. BUSINESS CONDUCTED AT ANNUAL MEETINGS. Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at
an annual meeting of the shareholders except in accordance with the
procedures hereinafter set forth in this Section 4; PROVIDED, HOWEVER, that
nothing in this Section 4 shall be deemed to preclude discussion by any
shareholder of any business properly brought before the annual meeting in
accordance with said procedures.
At an annual meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (1) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (2) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (3)
otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must
comply with all applicable requirements of Securities and Exchange
Commission Rule 14a-8 promulgated under the Securities Exchange Act of
1934, as amended from time to time. Any adjournment(s) or postponement(s)
of the original meeting whereby the meeting will reconvene within thirty
(30) days from the original date shall be deemed for purposes of notice to
be a continuation of the original meeting and no business may be brought
before any such reconvened meeting unless timely notice of such business
was given to the Secretary of the Corporation for the meeting as originally
scheduled.
A shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii) the name and record address of the shareholder proposing such
business, (iii) the class and/or series and number of shares of the
Corporation that are beneficially owned by the shareholder, (iv) any
material interest of the shareholder in such business, and (v) any other
information as may be required by Rule 14a-8.
For purposes of these Bylaws, notice of any shareholder meeting shall
be deemed to first be given to shareholders when disclosure of such date is
first made in a press release reported by the Dow Jones News Services,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Sections 13, 14, or 15(d) of the Securities Exchange
Act of 1934, as amended.
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SECTION 5. SHAREHOLDER LIST. The officer or agent who has charge
of the stock ledger or stock transfer books of the Corporation shall make
and certify a complete list of the shareholders entitled to vote at a
shareholders' meeting, arranged by class or series in alphabetical order,
showing the address of and the number of shares registered in the name of
each shareholder. Such list shall be produced at the meeting and be open to
the examination of any shareholder, for any purpose germane to the meeting,
during the whole time of the meeting.
SECTION 6. SPECIAL MEETINGS.
(a) Special meetings of the shareholders for any purpose or
purposes may be called by the Board of Directors, or a committee of the
Board of Directors empowered to call special meetings. Special meetings
shall not be called by shareholders, except: (i) in accordance with Section
403 of the Michigan Business Corporation Act, or (ii) upon the approval of
the Board of Directors after a shareholder has submitted a written request
for a special meeting in accordance with (b), immediately below.
(b) A shareholder may submit a written request to the Secretary
of the Corporation to call a special meeting of shareholders, which written
request shall contain (i) a brief description of the business desired to be
brought before such special meeting and the reasons for conducting such
business at a special meeting, (ii) the name and record address of the
shareholder proposing such business, (iii) the class and/or series and
number of shares of the Corporation that are beneficially owned by the
shareholder, and (iv) any material interest to the shareholder in such
business.
SECTION 7. NOTICE OF SPECIAL MEETINGS. Written notice of a special
meeting of shareholders, stating the date, time, place, and object thereof,
shall be given personally or by mail to each shareholder entitled to vote
thereat who shall have furnished a written address to the Secretary of the
Corporation for such purpose, not less than ten (10) nor more than sixty
(60) days before the date fixed for the meeting. Business transacted at any
special meeting shall be limited to the purpose or purposes stated in the
notice.
SECTION 8. QUORUM. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or
represented 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. The shareholders present
in person or by proxy at such meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave
less than a quorum. Whether or not a quorum is present, the meeting may be
adjourned by a vote of the shares present. No notice of the date, time and
place of adjourned meetings need be given, provided that the time and place
to which the meeting is adjourned is announced at the meeting and at the
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adjourned meeting only business is transacted as might have been transacted
at the original meeting.
Except when the holders of a class or series of shares are entitled to
vote separately on an item of business, shares of all classes and series
entitled to vote shall be combined as a single class and series for the
purpose of determining a quorum. When the holders of a class or series of
shares are entitled to vote separately on an item of business, shares of
that class or series entitled to cast a majority of the votes of that class
or series at a meeting constitute a quorum of that class or series at that
meeting, unless a greater or lesser quorum is provided by statute or the
Articles of Incorporation.
SECTION 9. VOTE REQUIRED. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall decide any question other
than the election of directors brought before such meeting, or the
amendment of the Articles of Incorporation or these Bylaws, unless the
question is one upon which by express provision of statute or of the
Articles of Incorporation a different vote is required, in which case such
express provision shall govern and control the decision of such question.
Election of directors shall be by ballot, and directors shall be elected by
a plurality of the shares present in person or represented by proxy and
entitled to vote on the election of directors.
SECTION 10. VOTING RIGHTS. Except as otherwise provided by the
Articles of Incorporation or the resolution or resolutions of the Board of
Directors creating any class or series of stock, each shareholder shall at
every meeting of shareholders be entitled to one (1) vote in person or by
proxy for each share of the capital stock having voting power held by such
shareholder. A proxy shall be valid only with respect to the particular
meeting, or any adjournment or adjournments thereof, to which it
specifically pertains. No proxy shall be voted or acted upon after three
(3) years from its date, unless the proxy provides for a longer period. A
duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A shareholder may
revoke any proxy which is not irrevocable by attending the meeting and
voting in person or by filing an instrument in writing revoking the proxy
or another duly executed proxy bearing a later date with the Secretary of
the Corporation.
SECTION 11. CHAIRMAN AND SECRETARY OF THE MEETINGS. Meetings of the
shareholders shall be presided over by the Chairman of the Board or such
executive officer of the Corporation that he may designate, or in his
absence, by the President, or in his absence, by such officer as has been
designated by the Board of Directors, or if none of the foregoing officers
is present, by a chairman to be chosen at the meeting. The Secretary of the
Corporation, or in his absence, such officer as has been designated by the
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Board of Directors, or if none of the foregoing officers is present, such
person as is chosen at the meeting by the person presiding thereat, shall
act as Secretary of the meeting.
SECTION 12. CONDUCT OF MEETINGS. Meetings of shareholders generally
shall follow accepted rules of parliamentary procedure, subject to the
following:
(a) The chairman of the meeting shall have absolute authority
over matters of procedure, and there shall be no appeal from the
ruling of the chairman. If, in his absolute discretion, the chairman
deems it advisable to dispense with the rules of parliamentary
procedure as to any one (1) meeting of shareholders or part thereof,
he shall so state and shall clearly state the rules under which the
meeting or appropriate part thereof shall be conducted.
(b) If disorder should arise which prevents the continuation of
the legitimate business of the meeting, the chairman may quit the
chair and announce the adjournment of the meeting. Upon his so doing,
the meeting is immediately adjourned.
(c) The chairman may ask or require that anyone not a bona fide
shareholder or proxy leave the meeting.
(d) A resolution or motion shall be considered for vote only if
proposed by a shareholder or a duly authorized proxy in accordance
with these Bylaws and seconded by an individual who is a shareholder
or a duly authorized proxy other than the individual who proposed the
resolution or motion.
SECTION 13. INSPECTORS OF ELECTION. The Board of Directors or, if
they shall not have so acted, the chairman of the meeting, may appoint, at
or prior to any meeting of shareholders, two (2) persons (who may be
employees of the Corporation other than directors or candidates for the
office of director) to serve as inspectors of election. Such inspectors
shall first take and subscribe an oath or affirmation faithfully to execute
the duties of inspector at such meeting with strict impartiality and
according to the best of their 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 or ballots, hear and determine
challenges and questions arising in connection with the right to vote,
count and tabulate votes or ballots, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all
shareholders.
SECTION 14. SHAREHOLDER ACTION WITHOUT MEETING. Any action
required or permitted to be taken at an annual or special meeting of
shareholders may be taken without a meeting, without notice, and without
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vote, provided that: (i) written consents setting forth the action to be
taken are signed by the holders of record of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote
thereon were present and voted, and (ii) such action is ratified in advance
by the Board of Directors.
ARTICLE III
DIRECTORS
SECTION 1. Members of the Board of Directors of the Corporation
shall be selected, replaced, and removed as follows:
(a) NUMBER OF DIRECTORS. The number of the directors of the
Corporation shall be fixed from time to time by resolution adopted by
the affirmative vote of at least fifty percent (50%) of the entire
Board of Directors but shall not be less than five (5), nor more than
fifteen (15).
(b) CLASSIFICATION. The Board of Directors, other than those who
may be elected by the holders of any class or series of stock having a
preference over the common stock as to dividend or upon liquidation,
shall be divided into three (3) classes as nearly equal in number as
possible, with the term of office of one class expiring each year. At
each annual meeting of the shareholders, the successors of the class
of directors whose term expires at that meeting shall be elected to
hold office for a term expiring at the annual meeting of shareholders
held in the third year following the year of their election.
(c) NOMINATIONS OF DIRECTOR CANDIDATES.
(i) Nominations of candidates for election for 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, as provided in (ii) and (iii), immediately
below.
(ii) 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 thirty
(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 as is
required under the rules of the Securities and Exchange
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Commissions, to be included in the Corporation's proxy statements
soliciting proxies for his election as a director.
(iii) Any shareholder who intends to make a nomination at
the Election Meeting shall deliver a timely notice to the
Secretary of the Corporation setting forth (A) the name, age,
business address, and residence address of each nominee proposed
in such notice; (B) the principal occupation or employment of
each such nominee; (C) the number of shares of capital stock of
the Corporation which are beneficially owned by each such
nominee; (D) a statement that the nominee is willing to be
nominated; and (E) 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 nominees. To be timely, a shareholder's
notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than
forty (40) days nor more than sixty (60) days prior to the
Election Meeting as originally scheduled; PROVIDED HOWEVER, that
in the event that less than fifty (50) days' notice or prior
public disclosures of the date of the Election Meeting is given
or made to shareholders, notice by the shareholder to be timely
must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the
date of the Election Meeting was mailed or such public disclosure
was made.
(iv) If the chairman of the Election Meeting determines that
a nomination was not made in accordance with the foregoing
procedures, such nomination shall be void.
(d) VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Subject to the
rights of the holders of any series of Serial Preferred Stock then
outstanding, any vacancy occurring in the Board of Directors caused by
resignation, removal, death, disqualification, or other incapacity,
and any newly created directorships resulting from an increase in the
number of directors, shall be filled by a majority vote of directors
then in office, whether or not a quorum. Each director chosen to fill
a newly created directorship shall hold office until the next election
of directors by the shareholders. Each director chosen to fill a
vacancy shall hold office for the unexpired term of the director whose
place he is taking. When the number of directors is changed, any newly
created or eliminated directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as possible.
No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
Notwithstanding the foregoing, if the holders of any class or
series of Preferred Stock are entitled to elect one or more directors
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to the exclusion of other shareholders, vacancies of that class or
series may be filled only by one of the following: (i) by a majority
vote of the directors elected by the holders of that class or series
then in office, whether or not those directors constitute a quorum of
the Board of Directors, or (ii) by the holders of shares of that class
or series.
(e) REMOVAL. Subject to the rights of the holders of any class
or series of Preferred Stock, the holders of a majority of the shares
entitled to vote for the election of directors may remove one or more
of the directors with or without cause. Notwithstanding the
foregoing, if the holders of any class or series of Preferred Stock
are entitled to elect directors to the exclusion of the other
shareholders, directors elected by such class or series shall only be
removed by a majority of the shares of such class or series.
SECTION 2. POWERS. The business of the Corporation shall be
managed by its Board of Directors, which may exercise all such 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.
SECTION 3. COMPENSATION OF DIRECTORS. Each director who is not a
salaried officer of the Corporation may receive as compensation for his
services in that capacity such sums and such benefits as shall from time to
time be determined by the Board of Directors, plus traveling expenses and
other expenses necessary for attendance at regular or special meetings of
the Board of Directors and committees of the board. Members of special or
standing committees may be allowed like compensation for attending
committee meetings. Nothing herein shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor.
SECTION 4. PLACES OF MEETINGS. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Michigan.
SECTION 5. FIRST MEETING OF NEWLY ELECTED BOARD. The first meeting
of each Board of Directors having a newly elected class of directors shall
be held following the annual meeting of shareholders, and no notice of such
meeting shall be necessary to the newly elected directors in order to
legally constitute the meeting, provided a quorum shall be present. In the
event such meeting is not held immediately following the annual meeting of
shareholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of
the Board of Directors, or as shall be specified in a written waiver signed
by all of the directors.
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SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as
shall from time to time be determined by the board.
SECTION 7. SPECIAL MEETINGS. Subject to the provisions of Section
12 of this Article III, special meetings of the Board of Directors may be
called by the Chairman, Chief Executive Officer, or Secretary or by any two
(2) directors on one (1) day's notice to each director.
SECTION 8. PURPOSE NEED NOT BE STATED. Neither the business to be
transacted at nor the purpose of any regular or special meeting of the
Board of Directors need be specified in the notice of such meeting.
SECTION 9. QUORUM. At all meetings of the board a majority of the
directors shall constitute a quorum for the transaction of business, and
the acts of a majority of the directors present at any meeting at which
there is a quorum shall be acts of the Board of Directors except as may be
otherwise specifically provided by statute or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of the Board
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 10. ACTION WITHOUT A MEETING. 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, before or after the
action, all members of the board or of such committee, as the case may be,
consent thereto in writing and such written consent is filed with the
minutes or proceedings of the board or committee.
SECTION 11. MEETING BY TELEPHONE OR SIMILAR EQUIPMENT. The Board of
Directors or any committee designated by the Board of Directors may
participate in a meeting of such board or committee, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at
such meeting.
SECTION 12. WRITTEN NOTICE. Notices to directors shall be in
writing and delivered personally or mailed to the directors at their
addresses appearing on the books of the Corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram or telecopy. Notwithstanding the
foregoing, notice shall also be given by telegram or telecopy if the date
of the meeting to which such notice relates is within three (3) days of the
date that such notice is given.
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SECTION 13. WAIVER OF NOTICE. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting has not been lawfully
called or convened.
ARTICLE IV
COMMITTEES OF DIRECTORS
SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors may appoint
an Executive Committee whose membership shall consist of the Chairman
and/or President and such number of other directors (not less than four
(4)) as a majority of the entire Board of Directors may deem advisable from
time to time to serve during the pleasure of the board. One of the members
of the committee shall be designated the chairman thereof by the Board of
Directors. The Board of Directors may also appoint directors to serve as
alternates for members of the committee in the absence or disability of
regular members. The Executive Committee shall have and may exercise the
powers of the board in the management of the business and affairs of the
Corporation, except the power to change the membership or to fill vacancies
in the board or the Committee, the power to amend, add to, rescind, or
repeal the Bylaws of the Corporation and any other powers that, under
Michigan law, may not be delegated to it by the Board of Directors. The
board shall have the power at any time to change the membership of the
Executive Committee (subject to the requirement that the Chairman and/or
the President of the Corporation be a member thereof) and to fill vacancies
in it. The Executive Committee may make rules for the conduct of its
business and may appoint such committees and assistants as it shall from
time to time deem necessary. A majority of the members of the committee
shall constitute a quorum.
SECTION 2. AUDIT COMMITTEE. The Audit Committee, if there be one,
shall cause a suitable examination of the financial records and operations
of the Corporation and its subsidiaries to be made by the Corporation. The
Audit Committee shall also recommend to the Board of Directors the
employment of independent certified public accountants to examine the
financial statements of the Corporation and its subsidiaries; and report to
the Board of Directors at least once each calendar year.
SECTION 3. ORGANIZATION/COMPENSATION COMMITTEE. The
Organization/Compensation Committee, if there be one, shall review the
organizational structure and the personnel policies, plans, and programs of
the Corporation, including individual salaries of executive officers, and
submit recommendations to the Chief Executive Officer and Board of
Directors. The Organization/ Compensation Committee shall also recommend to
the Board of Directors the retainer and attendance fee for non employee
directors.
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SECTION 4. NOMINATING COMMITTEE. The Nominating Committee, if
there be one, shall develop and recommend to the Board of Directors
criteria for the selection of candidates for director, to seek out and
receive suggestions concerning possible candidates, to review and evaluate
the qualifications of possible candidates and to recommend to the Board of
Directors candidates for vacancies occurring from time to time and for the
slate of directors to be proposed on behalf of the Board of Directors at
the annual meeting of shareholders. The Nominating Committee will consider
nominees recommended by the shareholders, as properly submitted to the
Secretary of the Corporation.
SECTION 5. FINANCE COMMITTEE. The Finance Committee, if there be
one, shall review the capital structure and needs of the Corporation and
shall examine acquisition data and submit recommendations to the Board of
Directors. The Finance Committee shall also review the Corporation's
employee benefit plans and insurance program.
SECTION 6. OTHER COMMITTEES. The Board of Directors may designate
such other committees as it may deem appropriate, and such committees shall
exercise the authority delegated to them. Unless the Board shall otherwise
provide, a majority of any such Committee may determine its action and fix
the time and place of its meetings. The board shall have power at anytime
to change the members of any such Committee, to fill vacancies, and to
discharge any such Committee.
SECTION 7. COMMITTEE MEETINGS. Each committee provided for above
shall meet as often as its business may require and may fix a day and time
each week or at other intervals for regular meetings, notice of which shall
not be required. Whenever the day fixed for a meeting shall fall on a
holiday, the meeting shall be held on the business day following or on such
other day as the committee may determine. Special meetings of the
committees may be called by the chairman of the committee or any two (2)
members other than the chairman, and notice thereof may be given to the
members by telephone, telegram, telecopy or letter. A majority of its
members shall constitute a quorum for the transaction of the business of
any of the committees. A record of the proceedings of each committee shall
be kept and presented to the Board of Directors.
ARTICLE V
ADVISORY DIRECTORS
SECTION 1. INVITATIONS TO NON-DIRECTORS TO ATTEND MEETINGS OF
BOARD OF DIRECTORS. The President or the Chairman of the Board, if any,
may from time to time invite one or more non-directors to attend meetings
of the Board of Directors for the purpose of (i) consulting with the
officers and directors of the Corporation; and (ii) providing guidance (but
not direction) concerning the management and operation of the business of
the Corporation.
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SECTION 2. DESIGNATION OF PERSONS AS ADVISORY DIRECTORS. To the
extent that the Board of Directors desires one or more persons to regularly
attend meetings of the Board of Directors, the Board of Directors may
confer upon any such person the honorary title of "advisory director." Any
person designated as an advisory director may be invited to attend any
meeting of the Board of Directors of this Corporation or any Committee
meeting of this Board of Directors by the President or the Chairman of the
Board, if any, without further action by this Board of Directors.
SECTION 3. ROLE OF ADVISORY DIRECTORS. The business of the
Corporation shall remain solely under the direction of the Board of
Directors, and any persons designated as advisory directors shall not by
virtue of their designation as advisory directors or by virtue of their
willingness to provide consultation to the Corporation be deemed to have
undertaken any duty to the Corporation or its shareholders.
SECTION 4. LIMITATION OF LIABILITY OF ADVISORY DIRECTORS. Any
person designated as an advisory director by the Board of Directors shall
be wholly immune from liability to the Corporation and its shareholders by
reason of his service as an advisory director. If, notwithstanding the
foregoing, a claim should ever be asserted against any such advisory
director by or on behalf of the Corporation or any shareholders or
otherwise, the advisory director shall, in addition to the foregoing
limitation of liability, also be entitled to the protection of Section 18
of the Corporation's Certificate of Incorporation, Article VII of the
bylaws of this Corporation, and to the protection of any other
indemnification or limitation of liability provisions that may exist from
time to time with respect to members of the Board of Directors, either in
the Certificate of Incorporation, Bylaws, minutes, agreements, or other
documents of the Corporation or applicable law.
SECTION 5. COMPENSATION. Advisory directors shall be compensated
in such manner and in such amounts as the Board of Directors shall
determine.
SECTION 6. TERMINATION OF STATUS AS ADVISORY DIRECTOR. The Board
of Directors may terminate the status as an advisory director of any person
so designated at any time without any liability or obligation to such
person whatsoever; PROVIDED, HOWEVER, that the obligation of the
Corporation to indemnify the advisory director as provided in Section 4
above and as provided in any indemnification agreement between the
Corporation and the advisory director, and the obligation of the
Corporation to pay the advisory director the full amount of compensation
earned by such advisory director through the date of termination as
provided in Section 5 above, shall continue notwithstanding any termination
of status as an advisory director.
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ARTICLE VI
OFFICERS
SECTION 1.
(a) CENTRAL STAFF. The executive officers of the Corporation
shall be a President, one or more Vice Presidents, a Secretary, and a
Treasurer who shall be appointed by the Board of Directors at its
first meeting after each regular annual meeting of shareholders. The
Board of Directors may also appoint such other officers as they may
deem necessary. The dismissal of an officer, the appointment of an
officer to fill the place of one who has been dismissed or has ceased
for any reason to be an officer, the appointment of any additional
officers, and the change of an officer to a different office may be
made by the Board of Directors at any later meeting. The board may
remove any officer from any office at any time with or without cause.
Unless removed by the board, each officer shall hold office for one
(1) year and until their respective successor shall have been elected
and qualified. Any two (2) of the above offices, except those of the
President and Vice President may be held by the same person.
(b) DIVISIONAL OFFICERS. The Board of Directors or the Chief
Executive Officer may, as they shall deem necessary, designate certain
individuals as divisional officers. Any titles so given to divisional
officers may be withdrawn at any time with or without cause by the
Board of Directors or the Chief Executive Officer.
SECTION 2. CHAIRMAN OF THE BOARD. There shall be elected a
Chairman of the Board, who shall be chosen from among the directors. The
Chairman of the Board shall preside at all meetings of the Board of
Directors and shareholder meetings, and shall have such other duties and
powers as may be imposed or given by the Board of Directors.
SECTION 3. PRESIDENT. The President shall, subject to the
direction of the Board of Directors, see that all orders and resolutions of
the Board of Directors are carried into effect, and shall perform all other
duties necessary or appropriate to his office, subject, however, to his
right and the right of the directors to delegate any specific powers to any
other officer or officers of the Corporation. In the absence of the
Chairman of the Board or his designee or if no Chairman is elected, the
President shall preside at all meetings of the shareholders and at all
meetings of the Board of Directors. The President shall be an ex officio
voting member of all standing committees designated by the Board of
Directors except the Audit Committee.
SECTION 4. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer,
in addition to his duties as Chairman of the Board or President as the case
may be, shall have final authority, subject to the control of the Board of
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Directors, over the general policy and business of the Corporation and
shall have the general control and management of the business and affairs
of the Corporation. The Chief Executive Officer shall have the power,
subject to the control of the Board of Directors, to appoint, suspend, or
discharge and to prescribe the duties and to fix the compensation of such
agents and employees of the Corporation, other than the officers appointed
by the board, as he may deem necessary.
SECTION 5. CHIEF OPERATING OFFICER. There may be elected a Chief
Operating Officer who shall, if elected, have general charge, control, and
supervision over the administration and operations of the Corporation and
shall have such other duties and powers as may be imposed or given by the
Board of Directors. If no Chief Operating Officer is elected, the duties
and powers of the Chief Operating Officer shall be performed by the Chief
Executive Officer.
SECTION 6. VICE PRESIDENTS. The Vice President or Vice Presidents
shall perform such duties and have such powers as the Chief Executive
Officer or the Board of Directors may from time to time prescribe. The
Board of Directors may at its discretion designate one or more of the Vice
Presidents as Executive Vice Presidents or Senior Vice Presidents. Any Vice
President so designated shall have such duties and responsibilities as the
board shall prescribe.
SECTION 7. SECRETARY. The Secretary shall attend all meetings of
the shareholders, and of the Board of Directors and of the Executive
Committee, and shall preserve in the books of the Corporation true minutes
of the proceedings of all such meetings. He shall safely keep in his
custody the seal of the Corporation, if any, and shall have authority to
affix the same to all instruments where its use is required or appropriate.
He shall give all notices required or appropriate pursuant to statute,
bylaws, or resolution. He shall perform such other duties as may be
delegated to him by the Board of Directors or by the Executive Committee.
SECTION 8. TREASURER. The Treasurer shall have custody of all
corporate funds and securities and shall keep in books belonging to the
Corporation full and accurate accounts of all receipts and disbursements;
he shall deposit all moneys, securities, and other valuable effects in the
name of the Corporation in depositories as may be designated for that
purpose by the Board of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Chief Executive
Officer and directors at the regular meetings of the board, and whenever
requested by them, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. If required by the Board of
Directors, he shall deliver to the Chief Executive Officer of the
Corporation, and shall keep in force, a bond in form, amount, and with a
surety or sureties satisfactory to the Board of Directors, conditioned for
faithful performance of the duties of his office, and for restoration to
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the Corporation in case of his death, resignation, retirement, or removal
from office, of all books, papers, vouchers, money, and property of
whatever kind in his possession or under his control belonging to the
Corporation.
SECTION 9. ASSISTANT SECRETARY AND ASSISTANT TREASURER. There may
be elected an Assistant Secretary and Assistant Treasurer who shall, in the
absence, disability, or nonfeasance of the Secretary or Treasurer, perform
the duties and exercise the powers of such persons respectively.
SECTION 10. OTHER OFFICERS. All other officers, as may from time to
time be appointed by the Board of Directors pursuant to Paragraph (a) of
Section 1 of this Article V, shall perform such duties and exercise such
authority as the Board of Directors shall prescribe. All divisional
officers, as may from time to time be appointed by the Board of Directors
or the Chief Executive Officer pursuant to Paragraph (b) of Section 1 of
this Article V, shall perform such duties and exercise such authority as
the Board of Directors or the Chief Executive Officer shall prescribe.
ARTICLE VII
INDEMNIFICATION
SECTION 1. INDEMNIFICATION IN ACTION BY THIRD PARTY. The
corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any 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 the person is or
was a director or officer of the corporation, or, is or was serving at the
request of the corporation as a director, officer, employee, agent, or
trustee of another foreign or domestic corporation, partnership, joint
venture, trust, or other enterprise, whether for profit or not for profit,
against expenses (including attorneys' fees), judgments, penalties, fines,
and amounts paid in settlement actually and reasonably incurred by the
person in connection with such action, suit, or proceeding if the person
acted in good faith and in a manner the person 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, the
person had no reasonable cause to believe his or her conduct was unlawful.
The termination of any 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 person did
not act in good faith and in a manner that the person 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.
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SECTION 2. INDEMNIFICATION IN ACTION BY OR IN RIGHT OF THE
CORPORATION. The corporation may indemnify any person who was or is a
party or is threatened to be made a party to any 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 the person is or was a
director or officer of the corporation, or, is or was serving at the
request of the corporation as a director, officer, employee, agent, or
trustee of another foreign or domestic corporation, partnership, joint
venture, trust, or other enterprise, whether for profit or not for profit,
against expenses including attorneys' fees and amounts paid in settlement
actually and reasonably incurred by the person in connection with the
action or suit, if the person acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
the corporation or its shareholders. Indemnification shall not be made for
a claim, issue, or matter in which the person shall have been found liable
to the corporation except to the extent authorized by statute.
SECTION 3. EXPENSES. To the extent that a person has been
successful on the merits or otherwise in defense of an action, suit, or
proceeding referred to in Section 1 or 2 of this Article, or in defense of
a claim, issue, or matter in the action, suit, or proceeding, the
corporation shall indemnify that person against actual and reasonable
expenses, including attorneys' fees incurred by him or her in connection
with the action, suit, or proceeding and an action, suit, or proceeding
brought to enforce the mandatory indemnification provided in this Section.
SECTION 4. AUTHORIZATION OF INDEMNIFICATION.
(a) An indemnification under Sections 1 or 2 of this Article,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee, or agent is proper
in the circumstances because he or she has met the applicable standard
of conduct set forth in Sections 1 or 2 of this Article 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:
(1) 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.
(2) If a quorum cannot be obtained under Subsection (1) above,
by majority vote of a committee duly designated by the Board and
consisting solely of two or more directors not at the time
parties or threatened to be made parties to the action, suit, or
proceeding.
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(3) By independent legal counsel in a written opinion, which
counsel shall be selected in one of the following ways:
(A) By the Board or its committee in the manner prescribed
in Subsections (1) or (2) above.
(B) If a quorum of the Board cannot be obtained under
Subsection (1) above and a committee cannot be
designated under Subsection (2) above, by the Board.
(4) By all independent directors who are not parties or
threatened to be made parties to the action, suit, or proceeding.
(5) By the shareholders, but shares held by directors, officers,
employees, or agents who are parties or threatened to be made
parties to the action, suit, or proceeding may not be voted.
(b) In the designation of a committee under Subsection (a)(2) or
in the selection of independent legal counsel under Subsection
(a)(3)(B), all directors may participate.
(c) If a person is entitled to indemnification under Sections 1
or 2 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 may indemnify the person for the
portion of the expenses, judgments, penalties, fines, or amounts paid
in settlement for which the person is entitled to be indemnified.
SECTION 5. ADVANCES. The corporation may pay or reimburse the
reasonable expenses incurred by a director, officer, employee, or agent who
is a party or threatened to be made a party to an action, suit, or
proceeding before final disposition of the proceeding if all of the
following apply:
(a) The person furnishes the corporation a written affirmation
of the person's good faith belief that he or she has met the
applicable standard of conduct set forth in Sections 1 and 2 of this
Article.
(b) The person furnishes the corporation a written undertaking,
executed personally or on the person's behalf, to repay the advance if
it is ultimately determined that the person 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 this
Article.
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The undertaking required by Subsection (b) above must be an unlimited
general obligation of the person but need not be secured. Determinations
of payments under this Section shall be made in the manner specified in
Section 4 of this Article.
SECTION 6. OTHER INDEMNIFICATION AGREEMENTS. The indemnification
or advancement of expenses provided by this Article is not exclusive of any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of shareholders
or directors, or otherwise. The indemnification provided in Sections 1 to
6 of this Article 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.
SECTION 7. INSURANCE. The corporation may 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 against any liability asserted against the person and incurred
by the person in any such capacity or arising out of the person's status as
such whether or not the corporation would have power to indemnify the
person against the liability under Sections 1 to 6 of this Article.
SECTION 8. CONSTITUENT CORPORATION. For the purposes of this
Article, references to the corporation include all constituent corporations
absorbed in a consolidation or 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, officer, partner, trustee, employee,
or agent of another corporation, partnership, joint venture, trust, or
other enterprise shall stand in the same position under the provisions of
this Article with respect to the resulting or surviving corporation as he
or she would if he or she had served the resulting or surviving corporation
in the same capacity.
SECTION 9. PARTIAL INDEMNIFICATION. If a person is entitled to
indemnification under Sections 1 or 2 of this Article for a portion of
expenses, including attorneys' fees, judgments, penalties, fines, and
amounts paid in settlement, but not for the total amount thereof, the
Corporation may indemnify the person for the portion of the expenses,
judgments, penalties, fines, or amounts paid in settlement for which the
person is entitled to be indemnified.
SECTION 10. SAVINGS CLAUSE. If this Article or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction,
the Corporation shall nevertheless indemnify each director, executive
officer, or other person whose indemnification is authorized by the Board
of Directors as to expenses, including attorneys' fees, judgments, fines,
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and amounts paid in settlement with respect to any action, suit, or
proceeding, whether civil, criminal, administrative, or investigative,
including a grand jury proceeding and an action by the Corporation, to the
full extent permitted by any applicable portion of this Article that shall
not have been invalidated or by any other applicable law.
SECTION 11. DEFINITIONS. For the purposes of this Article, "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, partner, trustee, employee, or agent of the
Corporation, which imposes duties on, or involves services by the director,
officer, employee, or agent with respect to any employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in
a manner he 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 interest of the Corporation or
its shareholders" as referred to in Sections 1 and 2 of this Article.
SECTION 12. CONSTRUCTION. It is the intent of this Article VI to
grant to the directors and executive officers of the Corporation (and such
other persons as the Board of Directors may designate) the broadest
indemnification permitted under the laws of the State of Michigan, as the
same may be amended from time to time, and this Article shall be liberally
construed to give effect to such intent. The Corporation further intends,
acknowledges, and agrees that all of the Corporation's directors and
executive officers have undertaken and will undertake the performance of
their duties and obligations in reliance upon the indemnification provided
for in this Article VI, and accordingly, such rights of indemnification may
not be retroactively reduced or abolished as to any such director or
executive officer with the written consent of such person.
ARTICLE VIII
SUBSIDIARIES
SECTION 1. SUBSIDIARIES. The Board of Directors, the Chief
Executive Officer, or any executive officer designated by the Board of
Directors may vote the shares of stock owned by the Corporation in any
subsidiary, whether wholly or partly owned by the Corporation, in such
manner as they may deem in the best interests of the Corporation,
including, without limitation, for the election of directors of any
subsidiary Corporation, or for any amendments to the charter or bylaws of
any such subsidiary Corporation, or for the liquidation, merger, or sale of
assets of any such subsidiary Corporation. The Board of Directors, the
Chief Executive Officer, or any executive officer designated by the Board
of Directors may cause to be elected to the Board of Directors of any such
subsidiary Corporation such persons as they shall designate, any of whom
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may, but need not be, directors, executive officers, or other employees or
agents of the Corporation. The Board of Directors, the Chief Executive
Officer, or any executive officer designated by the Board of Directors may
instruct the directors of any such subsidiary Corporation as to the manner
in which they are to vote upon any issue properly coming before them as the
directors of such subsidiary Corporation, and such directors shall have no
liability to the Corporation as the result of any action taken in
accordance with such instructions.
SECTION 2. SUBSIDIARY OFFICERS NOT EXECUTIVE OFFICERS. The
officers of any subsidiary Corporation, shall not, by virtue of holding
such title and position, be deemed to be executive officers of the
Corporation, nor shall any such officer of a subsidiary Corporation, unless
he shall also be a director or executive officer of the Corporation, be
entitled to have access to any files, records, or other information
relating or pertaining to the Corporation, its business and finances, or to
attend or receive the minutes of any meetings of the Board of Directors or
any committee of the Corporation, except as and to the extent expressly
authorized and permitted by the Board of Directors or the Chief Executive
Officer.
ARTICLE IX
CERTIFICATES OF STOCK
SECTION 1. FORM. Every holder of stock in the Corporation shall be
entitled to have a certificate in the name of the Corporation, signed by
the Chairman of the Board or the President or a Vice President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him
in the Corporation.
SECTION 2. FACSIMILE SIGNATURE. Where a certificate is signed (1)
by a transfer agent or an assistant transfer agent, or (2) by a transfer
clerk acting on behalf of the Corporation and a registrar, the signature of
any such Chairman, President, Vice President, Treasurer, Assistant
Treasurer, Secretary, or Assistant Secretary may be a facsimile. In case
any officer, transfer agent, or registrar who has signed, or whose
facsimile signature has been placed upon a 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 issue.
SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been
lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
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authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may
be made against the Corporation with respect to the certificate alleged to
have been lost or destroyed.
SECTION 4. TRANSFERS OF STOCK. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment, or
authority to transfer, it shall be the duty of the Corporation to issue a
new certificate to the person entitled thereto, cancel the old certificate
and record the transaction upon its books.
SECTION 5. FIXING OF RECORD DATE BY BOARD. 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 corporate action in writing without a meeting, or
for the purpose of determining shareholders entitled to receive payments of
any dividend or the distribution or allotment of any rights or evidences of
interests arising out of any change, conversion, or exchange of capital
stock, 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. The record date for determining the shareholders entitled to
notice of or to vote at any meeting of shareholders shall not precede the
date upon which the resolution fixing the record date is adopted, and shall
not be more than sixty (60) nor less than ten (10) days before the date of
such meeting. The record date for determining the shareholders entitled to
consent to corporate action in writing without a meeting shall not precede
the date upon which the resolution fixing the record date is adopted, and
shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted. The record date for
determining the shareholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the shareholders entitled
to exercise any rights in respect of any changes, conversion, or exchange
of stock, or for the purpose of any other lawful action shall not precede
the date upon which the resolution fixing the record date is adopted, and
shall not be more than sixty (60) days prior to such action. Only
shareholders of record on a record date so fixed shall be entitled to
notice of, and to vote at, such meeting or to receive payment of any
dividend or the distribution or allotment of any rights or evidences of
interests arising out of any change, conversion, or exchange of capital
stock.
SECTION 6. PROVISION FOR RECORD DATE IN THE ABSENCE OF BOARD
ACTION. If a record date is not fixed by the Board of Directors: (a) 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
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next preceding the day on which notice is given, or, if notice is waived,
the close of business on the day next preceding the day on which the
meeting is held; and (b) the record date for determining shareholders
entitled to express consent to corporate action in writing, without a
meeting, when no prior action by the Board of Directors is necessary, shall
be the first date on which a signed written consent is delivered to the
Corporation; and (c) the record date for determining shareholders for any
other purpose shall be the close of business on the day on which the
resolution of the board relating thereto is adopted.
SECTION 7. ADJOURNMENTS. 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 Article, the determination applies to any
adjournment of the meeting, unless the board fixes a new record date for
the adjourned meeting.
SECTION 8. REGISTERED SHAREHOLDERS. The Corporation shall be
entitled to recognize the exclusive rights of a person registered on its
books as the owner of shares to receive dividends, and to vote as such
owner, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Michigan.
ARTICLE X
GENERAL PROVISIONS
SECTION 1. DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting pursuant to law. Dividends may be paid in cash, in property, or in
shares of capital stock, subject to the provisions of the Certificate of
Incorporation.
SECTION 2. RESERVES. Before payment of any dividends, there may be
set aside out of any funds of the Corporation available for dividends such
sum or sums as the directors from time to time, in their absolute
discretion, think proper as 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 directors shall think
conducive to the interest of the Corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
SECTION 3. CHECKS. All checks or demands for money and notes of
the Corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time
designate.
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SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall
be fixed by resolution of the Board of Directors.
SECTION 5. SEAL. The corporate seal shall have inscribed thereon
the name of the Corporation, and the words "Corporate Seal, Michigan." The
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
SECTION 6. WRITTEN WAIVER OF NOTICE. Whenever any notice is
required to be given under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE XI
AMENDMENTS
These Bylaws may be altered, amended, or repealed, in whole or in
part, or new Bylaws may be adopted by, the Board of Directors, PROVIDED,
HOWEVER, that notice of such alteration, amendment, repeal, or adoption of
new Bylaws, be contained in the notice of such meeting of the Board of
Directors. Except as otherwise required by statute, the Articles of
Incorporation, or these Bylaws, these Bylaws may be altered, amended, or
repealed, in whole or in part, or new Bylaws may be adopted by, the
Shareholders upon the affirmative vote of at least 66 2/3 percent of the
total voting power of all shares of stock entitled to vote, voting together
as a single class.
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