RESTATED BYLAWS
OF
COMSHARE, INCORPORATED
EFFECTIVE FEBRUARY 16, 2001
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.
1.03 Fiscal Year. The fiscal year of the corporation shall begin
on the first day of July and end on the 30th day of June in each year.
ARTICLE II
SEAL
2.01 Seal. The corporation may 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 also may be signed 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 or she 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,
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, merger, plan of
share exchange, 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.
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 in the fifth calendar month after the end of
the corporation's fiscal year, or at such other date as the Board of
Directors shall determine from time to time, and shall be held at such place
and time of day as shall be determined by the Board of Directors. 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 only by the Chairman of the Board (if such office is filled), or by
the President or pursuant to a resolution of the Board of Directors.
Business transacted at a special meeting of shareholders shall be confined
to the purpose or purposes of the meeting as stated in the notice of the
meeting.
4.03.5 Business to Be Conducted at Meetings of Shareholders;
Shareholder Nominations and Proposals. At every meeting of the
shareholders, the presiding officer of the meeting shall be the person
designated by majority vote of the Board of Directors, or in the absence of
such designation, the President. The presiding officer of a meeting of
shareholders shall determine the order of business and the conduct of
discussion at the meeting, shall have the power to prescribe such rules,
regulations and procedures as the presiding officer deems appropriate for
the proper conduct of the meeting, and shall have the power to adjourn the
meeting (subject to applicable law).
At any annual meeting of shareholders or any such adjourned meeting,
only such business shall be conducted as shall have been properly brought
before such meeting or any such adjourned meeting. To be properly brought
before any annual meeting of shareholders or any such adjourned meeting,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before such meeting or any such adjourned meeting
by or at the direction of the Board of such Directors, or (c) otherwise
properly brought before such meeting or any such adjourned meeting by a
shareholder. For business to be properly brought by a shareholder before
any annual meeting of shareholders or any such adjourned meeting the
shareholder must have given timely notice thereof in writing to the
Secretary. To be timely, a shareholder's notice must be directed to the
Secretary and delivered to or mailed and received at the principal executive
offices of the corporation not less than ninety (90) days prior to the
anniversary of the preceding year's annual meeting; provided, however, that
in the event that the date of the annual meeting is advanced by more than
thirty (30) days, or delayed by more than sixty (60) days from such
anniversary date, notice by the shareholder to be timely must be so
delivered not later than the close of business on the later of the ninetieth
(90th) day prior to such meeting or the tenth (10th) day following the day
on which notice of the date of the meeting was first publicly announced. A
shareholder's notice to the Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before such meeting and
the reasons for conducting such business at such meeting, (b) the name and
address, as they appear on the corporation's books, of the shareholder
proposing such business, (c) the class and number of shares of the
securities of the corporation which are beneficially owned by such
shareholder, (d) any material interest of such shareholder in such business,
and (e) all other information relating to such matter that is required to be
disclosed in solicitations of proxies for such matter pursuant to the
Securities Exchange Act of 1934, as amended.
At any special meeting of the shareholders, only such business shall
be conducted as shall have been brought before the meeting by or at the
direction of the Board of Directors.
No business shall be conducted at any meeting of shareholders or any
such adjourned meeting except in accordance with the procedures set forth in
this Article IV, Section 4.03.5. The Chairman of the shareholder meeting or
any adjourned meeting may refuse to acknowledge any business attempted to be
brought before any meeting or any adjourned meeting not made in compliance
with the foregoing procedure.
Only individuals who are nominated in accordance with the procedures
set forth in this Article IV, Section 4.03.5 shall be eligible for election
as directors. Nominations of individuals for election to the Board of
Directors may be made by or at the direction of the Board of Directors or by
any shareholder of the corporation entitled to vote in the election of
directors generally but only if such shareholder complies with the notice
procedures set forth in this Article IV, Section 4.03.5.
Nominations by shareholders can only be made pursuant to timely
notice in writing to the Secretary. To be timely, a shareholder's notice
shall be directed to the Secretary and delivered to or mailed and received
at the principal executive offices of the corporation not less than ninety
(90) days prior to the anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the meeting is
advanced by more than thirty (30) days, or delayed by more than sixty (60)
days from such anniversary date, notice by the shareholder to be timely must
be so delivered not later than the close of business on the later of the
ninetieth (90th) day prior to such meeting or the tenth (10th) day following
the day on which notice of the date of the meeting was first publicly
announced. Such shareholder's notice shall set forth (a) as to each
individual whom such shareholder proposes to nominate for election or re-
election as director, (i) the name, age, business address and residence
address of such individual, (ii) the principal occupation or employment of
such individual, (iii) the class and number of shares, or the amount of any
securities of the corporation which are beneficially owned by such
individual, (iv) any other information relating to such individual that is
required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to the Securities
Exchange Act of 1934, as amended and (v) such individual's written consent
to being named in the proxy statement as a nominee and to serving as a
director if elected; and (b) as to the shareholder giving the notice, (i)
the name and address, as they appear on the corporation's books, of such
shareholder and (ii) the class and number of shares of the securities of the
corporation which are beneficially owned by such shareholder. At the
request of the Board of Directors, any individual nominated by the Board of
Directors for election as a director shall furnish to the Secretary that
information required to be set forth in a shareholder's notice of nomination
which pertains to the nominee. No individual shall be eligible for election
as a director of the corporation unless nominated in accordance with the
procedures set forth in this Article IV, Section 4.03.5. The Chairman of
the meeting may refuse to acknowledge the nomination of any person not made
in compliance with the foregoing procedure.
For purposes of this Bylaw, "publicly announced" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Business Wire, the Associated Press or comparable national news service or
in a document publicly filed by the corporation with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended.
Notwithstanding the foregoing provisions of this Article IV, Section
4.03.5, a shareholder shall also comply with all applicable requirements of
the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth in this Bylaw.
Nothing in this Bylaw shall be deemed to affect any rights of shareholders
to request inclusion of proposals in the corporation's proxy statement
pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended.
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 or her 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 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 to or 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 shareholders as shall be shareholders of
record on the date so fixed shall be entitled to notice of and to vote at
such meeting or adjournment thereof, or to express consent to or 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. The shareholders present in person or by proxy at a
meeting at which such a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave
less than a quorum. If a quorum is not present or represented at the
commencement of any meeting of shareholders, the shareholders entitled to
vote thereat who are present in person or by proxy shall have the power to
adjourn the meeting from time to time without notice other than announcement
at the meeting, until the requisite amount of voting stock shall be present.
At such adjourned meeting at which the requisite amount of voting stock
shall be represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.
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 the shareholder by proxy. A proxy shall
be signed by the shareholder or the shareholder's 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 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 the shareholder's proxy except when an alternative electronic method of
casting ballots is made available by the corporation, in which case votes
may be cast by telephonic or other electronic means. 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 vote 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.
ARTICLE V
DIRECTORS
5.01 Number. The business and affairs of the corporation shall
be managed by its Board of Directors. The number of Directors of the
Corporation shall be not less than three nor more than ten as may be
determined by the Board from time to time. The Directors need not be
residents of Michigan or shareholders of the Corporation.
5.02 Election and Resignation. Directors shall be elected at
each annual meeting of the shareholders, each to hold office until the next
annual meeting of shareholders and until the director's successor is elected
and qualified, or until the director's 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.
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. A vacancy that
will occur at a specific date, by reason of a resignation effective at a
later date or otherwise, may be filled before the vacancy occurs, but the
newly elected director may not take office until the vacancy occurs.
5.04 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.
5.05 Notices. No notice shall be required for annual or regular
meetings of the Board, or any committee of the Board, or for adjourned
meetings, whether regular or special. Two days' written notice shall be
given for special meetings of the Board or any committee of the Board, and
such notice shall state the time, place and purpose or purposes of the
meeting. If notice is given by radiogram, cablegram, or telecopy, only one
day's notice shall be necessary.
5.06 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 communicate with each other. Participation
in a meeting in this manner constitutes presence in person at the meeting.
5.07 Executive Committee. The Board of Directors may, by
resolution passed by a majority of the whole Board, establish an executive
committee, consisting of three or more members of the Board, to exercise all
powers and authorities of the Board in management of the business and
affairs of the corporation during the intervals between meetings of the
Board, provided, however, that such committee shall not have power or
authority to:
(a) amend the Articles of Incorporation;
(b) adopt an agreement of merger of 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; or
(g) unless expressly authorized by the Board, declare a
dividend or authorize the issuance of stock.
5.08 Compensation Committee. The Board of Directors may, by
resolution adopted by a majority of the whole Board, appoint one or more of
its members as a Compensation Committee. The Compensation Committee shall,
from time to time, make such decisions or recommendations with respect to
officers of the corporation as the Board shall delegate to the Committee.
It shall also perform such functions as may be delegated to it under the
provisions of any bonus, stock option or special compensation plan of the
corporation.
5.9 Other Committees. The Board of Directors from time to time
may, by resolution, adopted by a majority of the whole Board 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 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.
5.10 Dissents. A director who is present at a meeting of the
Board of Directors, or a committee thereof of which the director is a
member, at which action on a corporate matter is taken is presumed to have
concurred in that action unless the director's dissent is entered in the
minutes of the meeting or unless the director files a 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 the director is a member, at which any such
action is taken is presumed to have concurred in the action unless the
director files a written dissent with the Secretary of the corporation
within a reasonable time after the director has knowledge of the action.
5.11 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,
telecopy, telegram, radiogram or cablegram to any shareholder, director or
committee member at such person's 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 telecopy, 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
as follows:
(a) In the case of a shareholder, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting
business at the meeting, or unless with respect to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, the shareholder objects to considering the
matter when it is presented.
(b) In the case of a director, unless he or she at the beginning of
the meeting, or upon his or her arrival, objects to the meeting or the
transacting of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting.
6.03 Action Without a Meeting. Any action required or permitted
at any meeting of shareholders or directors or committee of directors may be
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, before or after the action is taken.
ARTICLE VII
OFFICERS
7.01 Number. The Board of Directors shall elect or appoint a
President and Chief Executive Officer, Chief Financial Officer, a Secretary,
and a Treasurer, and may select a Chairman of the Board, and one or more
Senior Vice Presidents, Vice Presidents, Assistant Secretaries or Assistant
Treasurers. The President and Chairman of the Board, if any, shall be
members of the Board of Directors. Any two or more of the above offices,
except those of President and Vice President, may be held by the same
person. No officer shall execute, acknowledge or verify an instrument in
more than one capacity if the instrument is required by law, the Articles of
Incorporation or these Bylaws to be executed, acknowledged, or verified by
two or more officers.
7.02 Term of Office, Resignation and Removal. An officer shall
hold office for the term for which such officer is elected or appointed and
until a successor is elected or appointed and qualified, or until such
officer's 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, if such
office is filled, shall preside at all meetings of the Board of Directors at
which the Chairman is present.
8.02 President. The President shall be the Chief Executive
Officer of the corporation. The President shall see that all orders and
resolutions of the Board are carried into effect, and the President 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 held by the
corporation. In the absence or disability of the Chairman of the Board, or
if that office has not been filled, the President also shall perform the
duties of the Chairman of the Board as set forth in these Bylaws.
8.03 Vice Presidents. The Senior Vice Presidents and Vice
Presidents, in order of their seniority, shall, in the absence or disability
of the President, perform the duties and exercise the powers of the
President and shall perform such other duties as the Board of Directors or
the President may from time to time prescribe. One of the Senior Vice
Presidents or Vice Presidents shall be designated as the Chief Financial
Officer.
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, shall give
or cause to be given notice of all meetings of the shareholders and of the
Board of Directors, and 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 the
signature of the Secretary, or by the signature of the Treasurer or an
Assistant Secretary. The Secretary may delegate any of the duties, powers
and authorities of the Secretary 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. The Treasurer shall render to the President and directors,
whenever they may require it, an account of his or her transactions as
Treasurer and of the financial condition of the corporation. The Treasurer
may delegate any of his or her duties, powers and authorities to one or more
Assistant Treasurers unless such delegation is disapproved by the Board of
Directors.
8.06 Assistant Secretaries and Treasurers. The Assistant
Secretaries, in order of their seniority, shall perform the duties and
exercise the powers and authorities of the Secretary in case of the
Secretary's 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 the Treasurer's 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.
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.
9.03 Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors. Such authority
may be general or confined to specific instances. The corporation may lend
money to, or guarantee an obligation of, or otherwise assist an officer or
employee of the corporation or of its subsidiary, including an officer or
employee who is a director of the corporation or its subsidiary, when, in
the judgment of the Board of Directors, the loan, guaranty, or assistance
may reasonably be expected to benefit the corporation, or is pursuant to a
plan authorizing loans, guarantees, or assistance, which plan the Board has
reasonably determined will benefit the corporation. The loan, guaranty, or
assistance may be with or without interest, and may be unsecured, or secured
in a manner as the Board approves, including without limitation, a pledge of
shares of stock of the corporation.
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 or her
duties, a director or an officer of the corporation, when acting in good
faith, may rely upon information, opinions, reports, or statements,
including financial statements and other financial data, if prepared or
presented by any of the following:
(a) One or more directors, officers, or employees of the
corporation, or of a business organization under joint control or common
control, whom the director or officer reasonably believes to be reliable and
competent in the matters presented.
(b) Legal counsel, public accountants, engineers, or other
persons as to matters the director or officer reasonably believes are within
the person's professional or expert competence.
(c) A committee of the Board of which he or she is not a member
if the director or officer reasonably believes the committee merits
confidence.
A director or officer is not entitled to rely on the information set forth
above if he or she has knowledge concerning the matter in question that
makes reliance otherwise permitted unwarranted.
ARTICLE XI
AMENDMENTS
11.01 Amendments. The Board of Directors shall have the power to
make, alter, amend or repeal the Bylaws of the corporation by a vote of not
less than a majority of the entire Board then in office at any meeting of
the Board. The holders of the Common Stock shall have power to make, alter,
amend or repeal the Bylaws at any regular or special meeting if the
substance of such amendment be contained in the notice of the meeting of
shareholders.