EXHIBIT 3.2
BYLAWS
OF
FOREMOST CORPORATION OF AMERICA
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE AND REGISTERED AGENT. The registered
office of the Corporation shall be 5600 Beech Tree Lane, Caledonia,
Michigan 49316. The name of its registered agent at such address is Paul
D. Yared.
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; provided, however, that
nothing in this Section 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 (i) specified
in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise properly brought before
the meeting by or at the direction of the Board of Directors, or (iii)
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 ("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.
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
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to the examination of any shareholder, for any purpose germane to the
meeting, during the whole time of the meeting.
SECTION 6. SPECIAL MEETINGS OF SHAREHOLDERS. A special meeting of
shareholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Articles of Incorporation, may be called by the Chairman
of the Board or President and shall be called by the President or Secretary
at the request in writing of a majority of the whole Board of Directors, or
at the request in writing of shareholders owning at least eighty percent
(80%) of the entire capital stock of the Corporation issued and outstanding
and entitled to vote. Such request shall state the purpose or purposes of
the proposed meeting.
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 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
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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 eleven
(11) months 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 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:
(i) 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
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rules under which the meeting or appropriate part thereof shall
be conducted.
(ii) 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.
(iii) The chairman may ask or require that anyone not a bona
fide shareholder or proxy leave the meeting.
(iv) 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. NO WRITTEN CONSENT OF SHAREHOLDERS IN LIEU OF MEETING.
Any action required or permitted to be taken by the shareholders must be
effected at a duly called annual or special meeting of the holders of
capital stock of the Corporation and may not be effected by any consent in
writing by the shareholders.
SECTION 15. FIXING OF RECORD DATE BY BOARD OF DIRECTORS. 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
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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. Such date shall not be more than sixty (60)
days or less than ten (10) days before the date of any such meeting, nor
more than sixty (60) days prior to any other action. Only shareholders of
record on a record date 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 16. 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 the Corporation shall have express or other notice thereof,
except as otherwise provided by the laws of the state of Michigan.
SECTION 17. SHAREHOLDER PROPOSALS. Except as otherwise provided by
statute, the Corporation's Articles of Incorporation, or these bylaws:
(i) No matter may be presented for shareholder action at an
annual or special meeting of shareholders unless such matter is: (A)
specified in the notice of the meeting (or any supplement to the
notice) given by or at the direction of the Board of Directors; (B)
otherwise presented at the meeting by or at the direction of the Board
of Directors; (C) properly presented for action at the meeting by a
shareholder in accordance with the notice provisions set forth in this
Section and any other applicable requirements; or (D) a procedural
matter presented, or accepted for presentation, by the Chairman of the
meeting in his or her sole discretion.
(ii) For a matter to be properly presented by a shareholder, the
shareholder must have given timely notice of the matter in writing to
the Secretary of the Corporation. To be timely, the notice must be
delivered to or mailed to and received at the principal executive
offices of the Corporation not less than 120 calendar days prior to
the date corresponding to the date of the Corporation's proxy
statement or notice of meeting released to shareholders in connection
with the last preceding annual meeting of shareholders in the case of
an annual meeting (unless the Corporation did not hold an annual
meeting within the last year, or if the date of the upcoming annual
meeting changed by more than 30 days from the date of the last
preceding meeting, then the notice must be delivered or mailed and
received not more than seven days after the earlier of the date of the
notice of the meeting or public disclosure of the date of the
meeting), and not more than seven days after the earlier of the date
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of the notice of the meeting or public disclosure of the date of the
meeting in the case of a special meeting. The notice by the
shareholder must set forth: (A) a brief description of the matter the
shareholder desires to present for shareholder action; (B) the name
and record address of the shareholder proposing the matter for
shareholder action; (C) the class and number of shares of capital
stock of the Corporation that are beneficially owned by the
shareholder; and (D) any material interest of the shareholder in the
matter proposed for shareholder action.
(iii) The shareholder proposal, together with any accompanying
supporting statement, shall not in the aggregate exceed 500 words.
Except to the extent that a shareholder proposal submitted pursuant to
this Section is not made available at the time of mailing, the notice
of the purposes of the meeting shall include the name and address of
and the number of shares of the voting security held by the proponent
of each shareholder proposal.
(iv) A shareholder may submit matters and proposals for
shareholder action at any annual or special shareholder meeting if the
matters and proposals are of general concern to, and are proper
subjects for action by, the shareholders. A submitted proposal or
matter may not be presented for shareholder action if it: (A) relates
to the enforcement of a personal claim or the redress of a personal
grievance against the Corporation, its management, or any other
person; (B) consists of a recommendation, request, or mandate that
action be taken with respect to a matter, including a general
economic, political, racial, religious, social, or similar cause, that
is not significantly related to the Corporation's business or is not
within the Corporation's power to effectuate; (C) has, at the
shareholder's request, previously been submitted in either of the last
two annual shareholder meetings and the shareholder has failed to
present the proposal, in person or by proxy, for action at the
meeting; (D) is substantially similar to a matter or proposal
presented within the preceding five calendar years: (x) if it was
submitted once during the past five annual meetings and it received
less than 3% of the total votes cast, or (y) if it was submitted twice
during the past five annual meetings and it received less than 6% of
the total votes cast at the time of its second submission, or (z) if
it was submitted three times during such period and it received less
than 10% of the votes cast at the time of its third submission (if any
of (x), (y) or (z) apply, the proposal may not be presented for three
years after the latest previous submission); or (E) consists of a
recommendation or request that the management take action with respect
to a matter relating to the conduct of the Corporation's ordinary
business operations.
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(v) Notwithstanding the above, if the Corporation is subject to
the solicitation rules and regulations of the Securities Exchange Act
of 1934, as amended, and the shareholder desires to require the
Corporation to include the shareholder's proposal in the Corporation's
proxy materials, matters and proposals submitted for inclusion in the
Corporation's proxy materials shall be governed by those rules and
regulations.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER OF DIRECTORS. The number of the directors of
the Corporation shall be fixed as provided in the Corporation's Articles of
Incorporation.
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, special meetings of the Board of Directors may be
called by the Chairman, Chief Executive Officer, or President; special
meetings may be called in like manner and on like notice on the written
request of a majority of the Board of Directors.
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 one another, 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 also may 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.
SECTION 14. INTERESTED DIRECTORS.
(i) No contract or transaction between the Corporation and
one or more of its directors and officers, or between the
Corporation and any other corporation, partnership, association,
or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in
the meeting of the Board or committee thereof which authorizes
the contract or transaction, or solely because his or their votes
are counted for such purpose, if:
(A) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed
or are known to the Board of Directors or the committee, and
the Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested
directors be less than a quorum;
(B) The material facts as to his relationship or
interest and as to the contract or transaction are disclosed
or are known to the shareholders entitled to vote thereon,
and the contract or transaction is specifically approved in
good faith by the vote of the shareholders; or
(C) The contract or transaction is fair as to the
Corporation as of the time it is authorized, approved, or
ratified by the Board of Directors, a committee thereof, or
the shareholders.
(ii) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of
Directors or of a committee which authorizes the contract or
transaction.
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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 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 also may 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 and authority of the Board in the management of the 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 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 also shall 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. COMMITTEE ON EXECUTIVE MANAGEMENT AND COMPENSATION. The
Committee on Executive Management and Compensation shall make
recommendations to the Board of Directors regarding management incentives,
employee retirement plans and salaries of executive officers. The
Committee on Executive Management and Compensation also shall review
employee benefit programs for the Corporation.
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
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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. INVESTMENT COMMITTEE. The Investment Committee shall
review the Corporation's investment policy and certain capital structure
issues and shall review management's implementation of the investment
policy.
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 any time
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
at 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
OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall be
chosen by the Board of Directors and shall be a Chairman of the Board of
Directors, a President, one or more Vice Presidents, a Secretary and a
Treasurer. One or several of the officers may be designated "Executive
Vice President" or "Senior Vice President" by the Board of Directors. The
Board of Directors also may choose such additional officers as it shall
deem advisable and in the best interests of the Corporation. Any two or
more offices may be held by the same person.
SECTION 2. ELECTION OF OFFICERS. The Board of Directors at its
first meeting after each annual meeting of the shareholders shall choose a
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Chairman of the Board of Directors, a President, one or more Vice
Presidents, a Secretary and a Treasurer; other officers, or successors to
these, may be elected at any time, at the discretion of the Board.
SECTION 3. COMPENSATION OF OFFICERS. The salaries of all officers
of the Corporation shall be fixed by the Board of Directors or a committee
thereof.
SECTION 4. TERM OF OFFICE. The officers of the Corporation shall
hold office until the next annual meeting and until their successors are
chosen and qualify. Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a majority
of the whole Board of Directors. Any vacancy occurring in any office of
the Corporation shall be filled by the Board of Directors.
SECTION 5. 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 6. 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 7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer,
in addition to any other duties, shall have final authority, subject to the
control of the Board of 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
perform other duties as may be prescribed from time to time by the Board of
Directors or these Bylaws.
SECTION 8. 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.
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SECTION 9. 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 10. 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
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 11. 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 12. OTHER OFFICERS. All other officers, as may from time
to time be appointed by the Board of Directors, shall perform such duties
and exercise such authority as the Board of Directors shall prescribe.
ARTICLE VI
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
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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.
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.
(i) 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
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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.
(ii) The Corporation shall indemnify a director for the
expenses and liabilities described in this Section 3(ii) without
a determination that the director has met the standard of conduct
set forth in sections 1 and 2, but no indemnification may be made
unless ordered by a court if (A) the director received a
financial benefit to which he or she was not entitled, (B)
intentionally inflicted harm on the Corporation or its
shareholders, (C) violated Section 551 of the Michigan Business
Corporation Act, or (D) intentionally committed a criminal act.
In connection with an action or suit by or in the right of the
Corporation as described in Section 2, indemnification under this
Section 3(ii) may be for expenses, including attorney's fees,
actually and reasonably incurred. In connection with an action,
suit, or proceeding other than an action, suit, or proceeding by
or in the right of the Corporation, as described in Section 1,
indemnification under this Section 3(ii) may be for expenses,
including attorneys' fees, actually and reasonably incurred, and
for judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred.
SECTION 4. AUTHORIZATION OF INDEMNIFICATION.
(i) An indemnification under Section 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
Section 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:
(A) By a majority vote of a quorum of the Board of
Directors consisting of directors who are not parties or
threatened to be made parties to the action, suit, or
proceeding.
(B) If a quorum cannot be obtained under Subsection
(A) 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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(C) By independent legal counsel in a written opinion,
which counsel shall be selected in one of the following
ways:
(1) By the Board or its committee in the manner
prescribed in Subsection (A) or (B) above.
(2) If a quorum of the Board cannot be obtained
under Subsection (A) above and a committee cannot be
designated under Subsection (B) above, by the Board.
(D) By all independent directors who are not parties
or threatened to be made parties to the action, suit, or
proceeding.
(E) 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.
(ii) In the designation of a committee under Subsection
(i)(B) or in the selection of independent legal counsel under
Subsection (i)(C)(2), all directors may participate.
(iii) If a person is entitled to indemnification under
Section 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.
(iv) An authorization of payment of indemnification shall be
made in any of the following ways:
(A) by the board in one of the following ways:
(1) If there are two or more directors who are
not parties or threatened to be made parties to the
action, suit, or proceeding, by a majority vote of all
directors who are not parties or threatened to be made
parties, a majority of whom shall constitute a quorum
for this purpose.
(2) By a majority of the members of a committee
of two or more directors who are not parties or
threatened to be made parties to the action, suit, or
proceeding.
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(3) If the Corporation has one or more
independent directors who are not parties or threatened
to be made parties to the action, suit, or proceeding,
by a majority vote of all independent directors who are
not parties or are threatened to be made parties, a
majority of whom shall constitute a quorum for this
purpose.
(4) If there are no independent directors and
less than two directors who are not parties or
threatened to be made parties to the action, suit, or
proceeding, by the vote necessary for action by the
board in accordance with Section 523 of the Michigan
Business Corporation Act, in which authorization all
directors may participate.
(B) 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 on the authorization.
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 both of the
following apply:
(i) 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.
(ii) 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.
The undertaking required by Subsection (ii) above must be an unlimited
general obligation of the person but need not be secured and may be
accepted without reference to the financial ability of the person to make
repayment. Determinations and evaluations under this Section shall be made
in the manner specified in Section 4(i) of this Article. Authorizations of
payment shall be made in the manner provided in Section 4(iv).
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
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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.
Insurance on behalf of a director may be purchased from an insurer owned by
the Corporation, but insurance purchased from that insurer may insure a
director against monetary liability to the Corporation or its shareholders
only to the extent to which the Corporation could indemnify the director
under Section 3(ii).
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 Section 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,
and amounts paid in settlement with respect to any action, suit, or
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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 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, 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 VII
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
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subsidiary corporation such persons as they shall designate, any of whom
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 VIII
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 (i)
by a transfer agent or an assistant transfer agent, or (ii) 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
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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
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.
ARTICLE IX
MICHIGAN FAIR PRICE ACT
The Corporation shall be governed by Chapter 7A (Section 775
through Section 784) of the Michigan Business Corporation Act; provided,
however, that business combinations with existing beneficial owners of more
than 10% of the outstanding shares of Common Stock of the Delaware
corporate affiliate of this corporation, Foremost Corporation of America,
as of February 23, 1998, or with an affiliate of such existing beneficial
owners, shall not be subject to the provisions of the Michigan Fair Price
Act.
ARTICLE X
MICHIGAN CONTROL SHARE ACT
SECTION 1. GOVERNANCE BY ACT. The Corporation shall be governed
by Chapter 7B (Section 790 through Section 799) of the Michigan Business
Corporation Act; provided, however, that existing beneficial owners of more
than ten percent (10%) of the outstanding shares of Common Stock of the
Delaware corporate affiliate of this corporation, Foremost Corporation of
America, as of February 23, 1998, shall not be subject to the voting
rights, redemption, and other provisions of the Michigan Control Share
Acquisition Act.
SECTION 2. POWER TO REDEEM IF NO ACQUIRING PERSON STATEMENT IS
FILED. Control shares acquired in a control share acquisition, with
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respect to which no acquiring person statement has been filed with the
Corporation, may, at any time during the period ending sixty (60) days
after the last acquisition of control shares or the power to direct the
exercise of voting power of control shares by the acquiring person, be
redeemed by the Corporation at the fair value of the shares.
SECTION 3. POWER TO REDEEM AFTER SHAREHOLDER VOTE. After an
acquiring person statement has been filed and after the meeting which the
voting rights of the control shares acquired in a control share acquisition
are submitted to the shareholders, the shares are subject to redemption by
the Corporation at the fair value of the shares unless the shares are
accorded full voting rights by the shareholders pursuant to Section 798 of
the Michigan Business Corporation Act.
SECTION 4. PROCEDURE FOR REDEMPTION. A redemption of shares by
the Corporation pursuant to Section 1 or 2 of this Article shall be made
upon election to redeem by the Board of Directors. Written notice of the
election shall be sent to the acquiring person within seven (7) days after
the election is made. The determination of the Board of Directors as to
fair value shall be conclusive. Payment shall be made for the control
shares subject to redemption within thirty (30) days after the election to
redeem is made at a date and place selected by the Board of Directors. The
Board of Directors may adopt additional procedures to accomplish a
redemption.
SECTION 5. INTERPRETATION OF THIS ARTICLE. This Article is
adopted pursuant to Section 799 of the Michigan Business Corporation Act,
and the terms used in this Section shall have the meanings of the terms in
Section 799.
ARTICLE XI
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 or the Executive Committee
thereof. Dividends may be paid in cash, in property, or in shares of
capital stock, subject to the provisions of the Articles 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
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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.
SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall
be the calendar year, unless otherwise fixed by 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
Articles 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 XII
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 eighty percent (80%) of
the total voting power of all shares of stock entitled to vote, voting
together as a single class.
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FOREMOST CORPORATION OF AMERICA
(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 of Shareholders. . . . . . . . . . . . .3
Section 7. Notice of Special Meetings. . . . . . . . . . . . . . . .3
Section 8. Quorum. . . . . . . . . . . . . . . . . . . . . . . . . .3
Section 9. Vote Required . . . . . . . . . . . . . . . . . . . . . .3
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. No Written Consent of Shareholders in Lieu of
Meeting . . . . . . . . . . . . . . . . . . . . . . . . .5
Section 15. Fixing of Record Date by Board of Directors . . . . . . .5
Section 16. Registered Shareholders . . . . . . . . . . . . . . . . .5
ARTICLE III - DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . .5
Section 1. Number of Directors . . . . . . . . . . . . . . . . . . .5
Section 2. Powers. . . . . . . . . . . . . . . . . . . . . . . . . .6
Section 3. Compensation of Directors . . . . . . . . . . . . . . . .6
Section 4. Places of Meetings. . . . . . . . . . . . . . . . . . . .6
Section 5. First Meeting of Newly Elected Board. . . . . . . . . . .6
Section 6. Regular Meetings. . . . . . . . . . . . . . . . . . . . .6
Section 7. Special Meetings. . . . . . . . . . . . . . . . . . . . .6
Section 8. Purpose Need Not Be Stated. . . . . . . . . . . . . . . .6
Section 9. Quorum. . . . . . . . . . . . . . . . . . . . . . . . . .6
Section 10. Action Without a Meeting. . . . . . . . . . . . . . . . .7
Section 11. Meeting by Telephone or Similar Equipment . . . . . . . .7
Section 12. Written Notice. . . . . . . . . . . . . . . . . . . . . .7
Section 13. Waiver of Notice. . . . . . . . . . . . . . . . . . . . .7
Section 14. Interested Directors. . . . . . . . . . . . . . . . . . .7
-i-
ARTICLE IV - COMMITTEES OF DIRECTORS . . . . . . . . . . . . . . . . . . .8
Section 1. Executive Committee . . . . . . . . . . . . . . . . . . .8
Section 2. Audit Committee . . . . . . . . . . . . . . . . . . . . .8
Section 3. Committee on Executive Management and Compensation. . . .9
Section 4. Nominating Committee. . . . . . . . . . . . . . . . . . .9
Section 5. Investment Committee. . . . . . . . . . . . . . . . . . .9
Section 6. Other Committees. . . . . . . . . . . . . . . . . . . . .9
Section 7. Committee Meetings. . . . . . . . . . . . . . . . . . . .9
ARTICLE V - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . .9
Section 1. Officers. . . . . . . . . . . . . . . . . . . . . . . . .9
Section 2. Election of Officers. . . . . . . . . . . . . . . . . . 10
Section 3. Compensation of Officers. . . . . . . . . . . . . . . . 10
Section 4. Term of Office. . . . . . . . . . . . . . . . . . . . . 10
Section 5. Chairman of the Board . . . . . . . . . . . . . . . . . 10
Section 6. President . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7. Chief Executive Officer . . . . . . . . . . . . . . . . 10
Section 8. Vice Presidents . . . . . . . . . . . . . . . . . . . . 10
Section 9. Secretary . . . . . . . . . . . . . . . . . . . . . . . 11
Section 10. Treasurer . . . . . . . . . . . . . . . . . . . . . . . 11
Section 11. Assistant Secretary and Assistant Treasurer . . . . . . 11
Section 12. Other Officers. . . . . . . . . . . . . . . . . . . . . 11
ARTICLE VI - INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . 11
Section 1. Indemnification in Action by Third Party. . . . . . . . 11
Section 2. Indemnification in Action by or in Right of the
Corporation . . . . . . . . . . . . . . . . . . . . . . 12
Section 3. Expenses. . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4. Authorization of Indemnification. . . . . . . . . . . . 13
Section 5. Advances. . . . . . . . . . . . . . . . . . . . . . . . 15
Section 6. Other Indemnification Agreements. . . . . . . . . . . . 15
Section 7. Insurance . . . . . . . . . . . . . . . . . . . . . . . 15
Section 8. Constituent Corporation . . . . . . . . . . . . . . . . 15
Section 9. Partial Indemnification . . . . . . . . . . . . . . . . 16
Section 10. Savings Clause. . . . . . . . . . . . . . . . . . . . . 16
Section 11. Definitions . . . . . . . . . . . . . . . . . . . . . . 16
Section 12. Construction. . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE VII - SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . 17
Section 1. Subsidiaries. . . . . . . . . . . . . . . . . . . . . . 17
Section 2. Subsidiary Officers Not Executive Officers. . . . . . . 17
ARTICLE VIII - CERTIFICATES OF STOCK . . . . . . . . . . . . . . . . . . 17
Section 1. Form. . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2. Facsimile Signature . . . . . . . . . . . . . . . . . . 17
Section 3. Lost Certificates . . . . . . . . . . . . . . . . . . . 18
Section 4. Transfers of Stock. . . . . . . . . . . . . . . . . . . 18
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ARTICLE IX - MICHIGAN FAIR PRICE ACT . . . . . . . . . . . . . . . . . . 18
ARTICLE X - MICHIGAN CONTROL SHARE ACT . . . . . . . . . . . . . . . . . 18
Section 1. Governance by Act . . . . . . . . . . . . . . . . . . . 18
Section 2. Power to Redeem if No Acquiring Person Statement
Is Filed. . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3. Power to Redeem After Shareholder Vote. . . . . . . . . 19
Section 4. Procedure for Redemption. . . . . . . . . . . . . . . . 19
Section 5. Interpretation of This Article. . . . . . . . . . . . . 19
ARTICLE XI - GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . 19
Section 1. Dividends . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2. Reserves. . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3. Checks. . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . 20
Section 5. Seal. . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 6. Written Waiver of Notice. . . . . . . . . . . . . . . . 20
ARTICLE XII - AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . 20
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