EXHIBIT 3.2
BYLAWS
OF
CHEMICAL FINANCIAL CORPORATION
(AS AMENDED THROUGH OCTOBER 19, 1998)
ARTICLE I
OFFICES
1.01 PRINCIPAL OFFICE. The principal office of the corporation
shall be at such place within the state of Michigan as the Board of
Directors shall determine from time to time.
1.02 OTHER OFFICES. The corporation may also have offices at such
other places as the Board of Directors from time to time determines or the
business of the corporation requires.
ARTICLE II
SEAL
2.01 SEAL. The corporation shall have a seal in such form as the
Board of Directors may from time to time determine. The seal may be used
by causing it or a facsimile to be impressed, affixed, reproduced or
otherwise.
ARTICLE III
CAPITAL STOCK
3.01 ISSUANCE OF SHARES. The shares of capital stock of the
corporation shall be issued in such amounts, at such times, for such
consideration and on such terms and conditions as the Board shall deem
advisable, subject to the provisions of the Articles of Incorporation of
the corporation and the further provisions of these Bylaws, and subject
also to any requirements or restrictions imposed by the laws of the State
of Michigan.
3.02 CERTIFICATES FOR SHARES. The shares of the corporation shall be
represented by certificates signed by the Chairman of the Board, President
or a Vice President and by the Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary of the corporation, and may be sealed with the seal of
the corporation or a facsimile thereof. The signatures of the officers may
be facsimiles if the certificate is countersigned by a transfer agent or
registered by a registrar other than the corporation itself or its
employee. In case an officer who has signed or whose facsimile signature
has been placed upon a certificate ceases to be such officer before the
certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the date of issuance. A certificate
representing shares shall state upon its face that the corporation is
formed under the laws of the State of Michigan; the name of the person to
whom it is issued; the number and class of shares, and the designation of
the series, if any, which the certificate represents; the par value of each
share represented by the certificate, or a statement that the shares are
without par value; and such other provisions as may be required by the laws
of the State of Michigan.
3.03 TRANSFER OF SHARES. The shares of the capital stock of the
corporation are transferable only on the books of the corporation upon
surrender of the certificate therefor, properly endorsed for transfer, and
the presentation of such evidences of ownership and validity of the
assignment as the corporation may require.
3.04 REGISTERED SHAREHOLDERS. The corporation shall be entitled to
treat the person in whose name any share of stock is registered as the
owner thereof for purposes of dividends and other distributions in the
course of business, or in the course of recapitalization, consolidation,
merger, reorganization, sale of assets, liquidation or otherwise and for
the purpose of votes, approvals and consents by shareholders, and for the
purpose of notices to shareholders, and for all other purposes whatever,
and shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not the
corporation shall have notice thereof, save as expressly required by the
laws of the State of Michigan.
3.05 LOST OR DESTROYED CERTIFICATES. Upon the presentation to the
corporation of a proper affidavit attesting the loss, destruction or
mutilation of any certificate or certificates for shares of stock of the
corporation, the Board of Directors shall direct the issuance of a new
certificate or certificates to replace the certificates so alleged to be
lost, destroyed or mutilated. The Board of Directors may require as a
condition precedent to the issuance of new certificates any or all of the
following: (a) presentation of additional evidence or proof of the loss,
destruction or mutilation claimed; (b) advertisement of loss in such manner
as the Board of Directors may direct or approve; (c) a bond or agreement of
indemnity, in such form and amount and with such sureties, or without
sureties, as the Board of Directors may direct or approve; (d) the order or
approval of a court or judge.
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ARTICLE IV
SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS
4.01 PLACE OF MEETINGS. All meetings of shareholders shall be held at
the principal office of the corporation or at such other place as shall be
determined by the Board of Directors and stated in the notice of meeting.
4.02 ANNUAL MEETING. The annual meeting of the shareholders of the
corporation shall be held on the third Monday of the fourth calendar month
after the end of the corporation's fiscal year at 2 o'clock in the
afternoon. Directors shall be elected at each annual meeting and such
other business transacted as may come before the meeting.
4.03 SPECIAL MEETINGS. Special meetings of shareholders may be called
by the Board of Directors, the Chairman of the Board (if such office is
filled) or the President and shall be called by the President or Secretary
at the written request of shareholders holding a majority of the shares of
stock of the corporation outstanding and entitled to vote. The request
shall state the purpose or purposes for which the meeting is to be called.
4.04 NOTICE OF MEETINGS. Except as otherwise provided by statute,
written notice of the time, place and purposes of a meeting of shareholders
shall be given not less than 10 nor more than 60 days before the date of
the meeting to each shareholder of record entitled to vote at the meeting,
either personally or by mailing such notice to his last address as it
appears on the books of the corporation. No notice need be given of an
adjourned meeting of the shareholders provided the time and place to which
such meeting is adjourned are announced at the meeting at which the
adjournment is taken and at the adjourned meeting only such business is
transacted as might have been transacted at the original meeting. However,
if after the adjournment a new record date is fixed for the adjourned
meeting a notice of the adjourned meeting shall be given to each
shareholder of record on the new record date entitled to notice as provided
in this Bylaw.
4.05 RECORD DATES. The Board of Directors, the Chairman of the Board
(if such office is filled) or the President may fix in advance a date as
the record date for the purpose of determining shareholders entitled to
notice of and to vote at a meeting of shareholders or an adjournment
thereof, or to express consent or to dissent from a proposal without a
meeting, or for the purpose of determining shareholders entitled to receive
payment of a dividend or allotment of a right, or for the purpose of any
other action. The date fixed shall not be more than 60 nor less than 10
days before the date of the meeting, nor more than 60 days before any other
action. In such case only such shareholder as shall be shareholders of
record on the date so fixed shall be entitled to notice of and to vote at
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such meeting or adjournment therefor, or to express consent or to dissent
from such proposal, or to receive payment of such dividend or to receive
such allotment of rights, or to participate in any other action, as the
case may be, notwithstanding any transfer of any stock on the books of the
corporation, or otherwise, after any such record date. Nothing in this
Bylaw shall affect the rights of a shareholder and his transferee or
transferor as between themselves.
4.06 LIST OF SHAREHOLDERS. The Secretary of the corporation or the
agent of the corporation having charge of the stock transfer records for
shares of the corporation shall make and certify a complete list of the
shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof. The list shall be arranged alphabetically within each class and
series, with the address of, and the number of shares held by, each
shareholder; be produced at the time and place of the meeting; be subject
to inspection by any shareholder during the whole time of the meeting; and
be prima facie evidence as to who are the shareholders entitled to examine
the list or vote at the meeting.
4.07 QUORUM. Unless a greater or lesser quorum is required in the
Articles of Incorporation or by the laws of the State of Michigan, the
shareholders present at a meeting in person or by proxy who, as of the
record date for such meeting, were holders of a majority of the outstanding
shares of the corporation entitled to vote at the meeting shall constitute
a quorum at the meeting. Whether or not a quorum is present, a meeting of
shareholders may be adjourned by a vote of the shares present in person or
by proxy. When the holders of a class or series of shares are entitled to
vote separately on an item of business, this Bylaw applies in determining
the presence of a quorum of such class or series for transaction of such
item of business.
4.08 PROXIES. A shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may
authorize other persons to act for him by proxy. A proxy shall be signed
by the shareholder or his authorized agent or representative and shall not
be valid after the expiration of three years from its date unless otherwise
provided in the proxy. A proxy is revocable at the pleasure of the
shareholder executing it except as otherwise provided by the laws of the
State of Michigan.
4.09 INSPECTORS OF ELECTION. The Board of Directors, in advance of a
shareholders' meeting, may appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not so appointed,
the person presiding at the shareholders' meeting may, and on request of a
shareholder entitled to vote thereat shall, appoint one or more inspectors.
In case a person appointed fails to appear or act, the vacancy may be
filled by appointment made by the Board of Directors in advance of the
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meeting or at the meeting by the person presiding thereat. If appointed,
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 and the validity and effect of proxies, and shall receive
votes, ballots or consents, hear and determine challenges and questions
arising in connection with the right to vote, count and tabulate votes,
ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all shareholders. On
request of the person presiding at the meeting or a shareholder entitled to
vote thereat, the inspectors shall make and execute a written report to the
person presiding at the meeting of any of the facts found by them and
matters determined by them. The report shall be prima facie evidence of
the facts stated and of the vote as certified by the inspectors.
4.10 VOTING. Each outstanding share is entitled to one vote on each
matter submitted to a vote, unless otherwise provided in the Articles of
Incorporation. Votes shall be cast in writing, signed by the shareholder
or his proxy. When an action, other than the election of directors, is to
be taken by a vote of the shareholders, it shall be authorized by a
majority of the votes cast by the holders of shares entitled to vote
thereon, unless a greater plurality is required by the Articles of
Incorporation or by the laws of the State of Michigan. Except as otherwise
provided by the Articles of Incorporation, directors shall be elected by a
plurality of the votes cast at any election.
4.11 SHAREHOLDER PROPOSALS. Except as otherwise provided by
statute, the corporation's Articles of Incorporation or these Bylaws:
(a) No matter may be presented for shareholder action at an
annual or special meeting of shareholders unless such matter
is: (i) specified in the notice of the meeting (or any
supplement to the notice) given by or at the direction of
the Board of Directors; (ii) otherwise presented at the
meeting by or at the direction of the Board of Directors;
(iii) 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 (iv) a procedural matter presented, or accepted for
presentation, by the Chairman in his sole discretion.
(b) 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
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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 thirty days
from the date of the last preceding meeting, then the notice
must be delivered or mailed and received not more than ten
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 ten days after the earlier of the date 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: (i) a brief description
of the matter the shareholder desires to present for
shareholder action; (ii) the name and record address of the
shareholder proposing the matter for shareholder action;
(iii) the class and number of shares of capital stock of the
corporation that are beneficially owned by the shareholder;
and (iv) any material interest of the shareholder in the
matter proposed for shareholder action. For purposes of
this Section, "public disclosure" means disclosure in a
press release reported by the Dow Jones News Service,
Associated Press or other comparable national financial news
service or in a document publicly filed by the corporation
with the Securities and Exchange Commission pursuant to
Section 13, 14 or 15 of the Securities Exchange Act of 1934,
as amended.
(c) 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.
(d) Notwithstanding the above, if 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 the solicitation rules and
regulations of the Securities Exchange Act of 1934, as
amended, including without limitation Rule 14a-8.
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ARTICLE V
DIRECTORS
5.01 NUMBER. The business and affairs of the corporation shall be
managed by a Board of not less than five (5) nor more than twenty-five (25)
directors as shall be fixed from time to time by the Board of Directors.
The directors need not be residents of Michigan or shareholders of the
corporation.
5.02 ELECTION, RESIGNATION AND REMOVAL. Directors shall be elected at
each annual meeting of the shareholders, each to hold office until the next
annual meeting of shareholders and until his successor is elected and
qualified, or until his resignation or removal. A director may resign by
written notice to the corporation. The resignation is effective upon its
receipt by the corporation or a subsequent time as set forth in the notice
of resignation. A director or the entire Board of Directors may be
removed, with or without cause, by vote of the holders of a majority of the
shares entitled to vote at an election of directors.
5.03 VACANCIES. Vacancies in the Board of Directors occurring by
reason of death, resignation, removal, increase in the number of directors
or otherwise shall be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors,
unless filled by proper action of the shareholders of the corporation.
Each person so elected shall be a director for a term of office continuing
only until the next election of directors by the shareholders.
5.04 ANNUAL MEETING. The Board of Directors shall meet each year
immediately after the annual meeting of the shareholders, or within three
(3) days of such time excluding Sundays and legal holidays if such later
time is deemed advisable, at the place where such meeting of the
shareholders has been held or such other place as the Board may determine,
for the purpose of election of officers and consideration of such business
that may properly be brought before the meeting; provided, that if less
than a majority of the directors appear for an annual meeting of the Board
of Directors the holding of such annual meeting shall not be required and
the matters which might have been taken up therein may be taken up at any
later special or annual meeting, or by consent resolution.
5.05 REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of
Directors may be held at such times and places as the majority of the
directors may from time to time determine at a prior meeting or as shall be
directed or approved by the vote or written consent of all the directors.
Special meetings of the Board may be called by the Chairman of the Board
(if such office is filled) or the President and shall be called by the
President or Secretary upon the written request of any two directors.
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5.06 NOTICES. No notice shall be required for annual or regular
meetings of the Board or for adjourned meetings, whether regular or
special. Three days' written notice shall be given for special meetings of
the Board, and such notice shall state the time, place and purpose or
purposes of the meeting.
5.07 QUORUM. A majority of the Board of Directors then in office, or
of the members of a committee thereof, constitutes a quorum for the
transaction of business. The vote of a majority of the directors present
at any meeting at which there is a quorum shall be the acts of the Board or
of the committee, except as a larger vote may be required by the laws of
the State of Michigan. A member of the Board or of a committee designated
by the Board may participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in a
meeting in this manner constitutes presence in person at the meeting.
5.08 EXECUTIVE AND OTHER COMMITTEES. The Board of Directors may, by
resolution passed by a majority of the whole Board, appoint three or more
members of the Board as an executive committee to exercise all powers and
authorities of the Board in management of the business and affairs of the
corporation, provided, however, that such committee shall not have power or
authority to:
(a) amend the Articles of Incorporation;
(b) adopt an agreement of merger or consolidation;
(c) recommend to shareholders the sale, lease or exchange of all
or substantially all of the corporation's property and
assets;
(d) recommend to shareholders a dissolution of the corporation
or revocation of a dissolution;
(e) amend these Bylaws;
(f) fill vacancies in the Board;
(g) fix the compensation of the directors for serving on the
Board or on a committee; or
(h) unless expressly authorized by the Board, declare a dividend
or authorize the issuance of stock.
The Board of Directors from time to time may, by like resolution,
appoint such other committees of one or more directors to have such
authority as shall be specified by the Board in the resolution making such
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appointments. The Board of Directors may designate one or more directors
as alternate members of any committee who may replace an absent or
disqualified member at any meeting thereof.
5.09 DISSENTS. A director who is present at a meeting of the Board of
Directors, or a committee thereof of which he is a member, at which action
on a corporate matter is taken is presumed to have concurred in that action
unless his dissent is entered in the minutes of the meeting or unless he
files his written dissent to the action with the person acting as secretary
of the meeting before the adjournment thereof or shall forward such dissent
by registered mail to the Secretary of the corporation promptly after the
adjournment of the meeting. Such right to dissent does not apply to a
director who voted in favor of such action. A director who is absent from
a meeting of the Board, or a committee thereof of which he is a member, at
which any such action is taken is presumed to have concurred in the action
unless he files his written dissent with the Secretary of the corporation
within a reasonable time after he has knowledge of the action.
5.10 COMPENSATION. The Board of Directors, by affirmative vote of a
majority of directors in office and irrespective of any personal interest
of any of them, may establish reasonable compensation of directors for
services to the corporation as directors or officers.
ARTICLE VI
NOTICES, WAIVERS OF NOTICE AND MANNER OF ACTING
6.01 NOTICES. All notices of meetings required to be given to
shareholders, directors or any committee of directors may be given by mail,
telegram, radiogram or cablegram to any shareholder, director or committee
member at his last address as it appears on the books of the corporation.
Such notice shall be deemed to be given at the time when the same shall be
mailed or otherwise dispatched.
6.02 WAIVER OF NOTICE. Notice of the time, place and purpose of any
meeting of shareholders, directors or committee of directors may be waived
by telegram, radiogram, cablegram or other writing, either before or after
the meeting, or in such other manner as may be permitted by the laws of the
State of Michigan. Attendance of a person at any meeting of shareholders,
in person or by proxy, or at any meeting of directors or of a committee of
directors, constitutes a waiver of notice of the meeting except when the
person attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
6.03 ACTION WITHOUT A MEETING. Any action required or permitted at
any meeting of shareholders or directors or committee of directors may be
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taken without a meeting, without prior notice and without a vote, if all of
the shareholders or directors or committee members entitled to vote thereon
consent thereto in writing.
ARTICLE VII
OFFICERS
7.01 NUMBER. The Board of Directors shall elect or appoint a Chairman
of the Board, a President, a Secretary, a Treasurer, and one or more Vice
Presidents, Assistant Secretaries and/or Assistant Treasurers. The
President and Chairman of the Board, if any, shall be members of the Board
of Directors. Any two of the above offices, except those of President and
Vice President, may be held by the same person, but no officer shall
execute, acknowledge or verify an instrument in more than one capacity.
7.02 TERM OF OFFICE, RESIGNATION AND REMOVAL. An officer shall hold
office for the term for which he is elected or appointed and until his
successor is elected or appointed and qualified, or until his resignation
or removal. An officer may resign by written notice to the corporation.
The resignation is effective upon its receipt by the corporation or at a
subsequent time specified in the notice of resignation. An officer may be
removed by the Board with or without cause. The removal of an officer
shall be without prejudice to his contract rights, if any. The election or
appointment of an officer does not of itself create contract rights.
7.03 VACANCIES. The Board of Directors may fill any vacancies in any
office occurring for whatever reason.
7.04 AUTHORITY. All officers, employees and agents of the corporation
shall have such authority and perform such duties in the conduct and
management of the business and affairs of the corporation as may be
designated by the Board of Directors and these Bylaws.
ARTICLE VIII
DUTIES OF OFFICERS
8.01 CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the
chief executive officer of the corporation and shall preside at all
meetings of the shareholders and of the Board of Directors at which he is
present. He shall see that all orders and resolutions of the Board are
carried into effect, and he shall have the general powers of supervision
and management usually vested in the chief executive officer of a
corporation, including the authority to vote all securities of other
corporations and business organizations which are held by the corporation.
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8.02 PRESIDENT. The President shall be the chief operating officer of
the corporation and shall have the general powers of supervision and
management over the day-to-day operations of the corporation. In the
absence or disability of the Chairman of the Board, he also shall perform
the duties and execute the powers of the Chairman of the Board as set forth
in these Bylaws.
8.03 VICE PRESIDENTS. The Vice Presidents, in order of their
seniority, shall, in the absence or disability of the President, perform
his duties and exercise his powers and shall perform such other duties as
the Board of Directors or the President may from time to time prescribe.
8.04 SECRETARY. The Secretary shall attend all meetings of the Board
of Directors and of shareholders and shall record all votes and minutes of
all proceedings in a book to be kept for that purpose. He shall give or
cause to be given notice of all meetings of the shareholders and of the
Board of Directors. He shall keep in safe custody the seal of the
corporation, and, when authorized by the Board, affix the same to any
instrument requiring it, and when so affixed it shall be attested by his
signature, or by the signature of the Treasurer or an Assistant Secretary.
The Secretary may delegate any of his duties, powers and authorities to one
or more Assistant Secretaries, unless such delegation is disapproved by the
Board.
8.05 TREASURER. The Treasurer shall have the custody of the corporate
funds and securities; shall keep full and accurate accounts of receipts and
disbursements in books of the corporation; and shall deposit all moneys and
other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors. He shall
render to the President and directors, whenever they may require it, an
account of his transactions as Treasurer and of the financial condition of
the corporation. The Treasurer may delegate any of his duties, powers and
authorities to one or more Assistant Treasurers unless such delegation be
disapproved by the Board of Directors.
8.06 ASSISTANT SECRETARIES AND TREASURERS. The Assistant Secretaries,
in the order of their seniority, shall perform the duties and exercise the
powers and authorities of the Secretary in case of his absence or
disability. The Assistant Treasurers, in the order of their seniority,
shall perform the duties and exercise the powers and authorities of the
Treasurer in case of his absence or disability. The Assistant Secretaries
and Assistant Treasurers shall also perform such duties as may be delegated
to them by the Secretary and Treasurer, respectively, and also such duties
as the Board of Directors may prescribe.
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ARTICLE IX
SPECIAL CORPORATE ACTS
9.01 ORDERS FOR PAYMENT OF MONEY. All checks, drafts, notes, bonds,
bills of exchange and orders for payment of money 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.
9.02 CONTRACTS AND CONVEYANCES. The Board of Directors of the
corporation may in any instance designate the officer and/or agent who
shall have authority to execute any contract, conveyance, mortgage or other
instrument on behalf of the corporation, or may ratify or confirm any
execution. When the execution of any instrument has been authorized
without specification of the executing officers or agents, the Chairman of
the Board, the President or any Vice President, and the Secretary or
Assistant Secretary or Treasurer or Assistant Treasurer, may execute the
same in the name and on behalf of this corporation and may affix the
corporate seal thereto.
ARTICLE X
BOOKS AND RECORDS
10.01 MAINTENANCE OF BOOKS AND RECORDS. The proper officers and
agents of the corporation shall keep and maintain such books, records and
accounts of the corporation's business and affairs, minutes of the
proceedings of its shareholders, Board and committees, if any, and such
stock ledgers and lists of shareholders, as the Board of Directors shall
deem advisable, and as shall be required by the laws of the State of
Michigan and other states or jurisdictions empowered to impose such
requirements. Books, records and minutes may be kept within or without the
State of Michigan in a place which the Board shall determine.
10.02 RELIANCE ON BOOKS AND RECORDS. In discharging his duties, a
director or an officer of the corporation, when acting in good faith, may
rely upon the opinion of counsel for the corporation, upon the report of an
independent appraiser selected with reasonable care by the Board, or upon
financial statements of the corporation represented to him to be correct by
the President or the officer of the corporation having charge of its books
of account, or stated in a written report by an independent public or
certified public accountant or firm of such accountants fairly to reflect
the financial condition of the corporation.
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ARTICLE XI
INDEMNIFICATION
11.01 INDEMNIFICATION. The corporation shall provide
indemnification to persons who serve or have served as directors,
officers, employees or agents of the corporation, and to persons who
serve or have served at the request of the corporation as directors,
officers, employees, partners or agents of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, to the fullest extent permitted by the
Michigan Business Corporation Act, as the same now exists or may
hereafter be amended.
ARTICLE XII
AMENDMENTS
12.01 AMENDMENTS. The Bylaws of the corporation may be amended,
altered or repealed, in whole or in part, by the shareholders or by the
Board of Directors at any meeting duly held in accordance with these
Bylaws, provided that notice of the meeting includes notice of the proposed
amendment, alternative or repeal.
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