As amended 12/8/97
BYLAWS
OF
SIMPSON INDUSTRIES, INC.
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 also may 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 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
SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS
3.01 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.
3.02 Annual Meeting. The annual meeting of shareholders of
the corporation shall be held on such business day during the
fourth month after the end of the fiscal year as the Board of
Directors may fix. Directors shall be elected at each Annual
Meeting and such other business transacted as may properly come
before the meeting in accordance with these Bylaws. The Board of
Directors acting by resolution may postpone and reschedule any
previously scheduled annual meeting of shareholders. Any annual
meeting of shareholders may be adjourned by the Chairman of the
meeting or pursuant to a resolution of the Board of Directors.
3.03 Special Meetings. Special meetings of the shareholders
may be called by the Chairman of the Board, or by the President,
or pursuant to 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. The Board of Directors acting by resolution may
postpone and reschedule any previously scheduled special meeting
of shareholders. Any special meeting of shareholders may be
adjourned by the Chairman of the meeting or pursuant to
resolution of the Board of Directors.
3.04 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.
3.05 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 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 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.
3.06 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.
3.07 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.
3.08 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.
3.09 Inspectors of Election. The Board of Directors, or the
chairman presiding at any shareholders' meeting, may appoint one
or more inspectors. 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 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, 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.
3.10 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 shareholder's 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 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.
3.11 Meetings of Shareholders.
(A) Annual Meetings of Shareholders. (1) Nominations of
persons for election to the Board of Directors of the corporation
and the proposal of business to be considered by the shareholders
may be made at an annual meeting of shareholders (a) pursuant to
the corporation's notice of meeting, (b) by or at the direction
of the Board of Directors or (c) by any shareholder of the
corporation who was a shareholder of record at the time of giving
of notice provided for in this Bylaw, who is entitled to vote at
the meeting and who complied with the notice procedures set forth
in this Bylaw.
(2) For nominations or other business to be properly
brought before an annual meeting by a shareholder pursuant to
clause (c) of paragraph (A)( 1) of this Bylaw, the shareholder
must have given timely notice thereof in writing to the Secretary
of the corporation. To be timely, a shareholder's notice shall be
delivered to the Secretary at the principal executive offices of
the corporation not less than 60 days nor more than 90 days prior
to the first 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 30 days or delayed by more than
60 days from such anniversary date, notice by the shareholder to
be timely must be so delivered not earlier than the 90th day
prior to such annual meeting and not later than the close of
business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made. Such
shareholder's notice shall set forth (a) as to each person whom
the shareholder proposes to nominate for election or reelection
as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election
of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (including such person's written
consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business
that the shareholder proposes to bring before the meeting, a
brief description of the business desired to be brought before
the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the
proposal is made; (c) as to the shareholder giving the notice and
beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such shareholder, as
they appear on the corporation's books, and of such beneficial
owner and (ii) the class and number of shares of the corporation
which are owned beneficially and of record by such shareholder
and such beneficial owner.
(3) Notwithstanding anything in the second sentence of
paragraph (A)(2) of this Bylaw to the contrary, in the event that
the number of directors to be elected to the Board of Directors
of the corporation is increased and there is no public
announcement naming all of the nominees for director or
specifying the size of the increased Board of Directors made by
the corporation at least 70 days prior to the first anniversary
of the preceding year's annual meeting, a shareholder's notice
required by this Bylaw shall also be considered timely, but only
with respect to nominees for any new positions created by such
increase, if it shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the
close of business on the 10th day following the day on which such
public announcement is first made by the corporation.
(B) Special Meetings of Shareholders. Only such business
shall be conducted at a special meeting of shareholders as shall
have been brought before the meeting pursuant to the
corporation's notice of meeting. Nominations of persons for
election to the Board of Directors may be made at a special
meeting of shareholders at which directors are to be elected
pursuant to the corporation's notice of meeting (a) by or at the
direction of the Board of Directors or (b) by any shareholder of
the corporation who is a shareholder of record at the time of
giving of notice provided hereunder, who shall be entitled to
vote at the meeting and who complies with the notice procedures
set forth in this Bylaw. Nominations by shareholders of persons
for election to the Board of Directors may be made at such a
special meeting of shareholders if the shareholder's notice
required by paragraph (A)(2) of this Bylaw shall be delivered to
the Secretary at the principal executive offices of the
corporation not earlier than the 90th day prior to such special
meeting and not later than the close of business on the later of
the 60th day prior to such special meeting or the 10th day
following the day on which public announcement is first made of
the date of the special meeting and of the nominees proposed by
the Board of Directors to be elected at such meeting.
(C) General. (1) Only such persons who are nominated in
accordance with the procedures set forth in this Bylaw shall be
eligible to serve as directors and only such business shall be
conducted at a meeting of shareholders as shall have been brought
before the meeting in accordance with the procedures set forth in
this Bylaw. The Chairman of the meeting shall have the power and
duty to determine whether a nomination or any business proposed
to be brought before the meeting was made in accordance with the
procedures set forth in this Bylaw and, if any proposed
nomination or business is not in compliance with this Bylaw, to
declare that such defective proposal shall be disregarded.
(2) For purposes of this Bylaw, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or
in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Sections 13, 14 or
15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Bylaw,
a shareholder shall also comply with all applicable requirements
of the Exchange Act 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 Exchange Act.
ARTICLE IV
DIRECTORS
4.01 (Section 1) Management of the Corporation. The
business and affairs of the corporation shall be managed by the
Board of Directors. The directors need not be residents of
Michigan.
4.02 (Section 2) Number and Classification. The number of
directors constituting the entire Board of Directors shall not be
less than three nor more than twelve, the exact number of
directors to be fixed from time to time only by vote of a
majority of the entire Board. No decrease in the number of
directors shall shorten the term of any incumbent director.
Directors need not be shareholders of the Corporation
4.03 (Section 3) [Reserved].
4.04 (Section 4) Term of Office. The directors shall be
divided into three classes as nearly equal in number as possible,
with the term of office of one class expiring each year. At the
annual meeting of shareholders held in 1977, directors of the
first class shall be elected to hold office for a term expiring
at the next annual meeting of shareholders; directors of the
second class shall be elected to hold office for a term expiring
at the second succeeding meeting of shareholders; and directors
of the third class shall be elected to hold office for a term
expiring at the third succeeding meeting of shareholders, or, in
each case, when their respective successors are elected and have
qualified or upon their earlier death, resignation or removal.
At each annual election held after classification and the initial
election of directors according to classes, the directors chosen
to succeed those whose terms then expire shall be elected for a
term expiring at the third succeeding annual meeting of
shareholders, or when their respective successors are elected and
have qualified, or upon their earlier death, resignation or
removal. If the number of directors is changed, any increase or
decrease in directors shall be apportioned among the classes so
as to maintain all classes as nearly equal in number as possible
and any individual director elected to any class shall hold
office for a term which shall coincide with the term of such
class.
4.05 (Section 5) Vacancies. Newly created directorships
resulting from an increase in the number of directors and
vacancies occurring in the Board for any reason may be filled by
vote of a majority of the directors then in office, although less
than a quorum, or by a sole remaining director, at any meeting of
the Board. A director elected to fill a vacancy shall be elected
to hold office until the expiration of the term of the class to
which he has been elected and until his successor shall be duly
elected or qualified or until his earlier death, resignation or
removal.
4.06 (Section 6) Removal of Directors. Any or all of the
directors may be removed from office at any time, but only for
cause, by vote of a majority the shareholders entitled to vote
generally in the election of directors or by vote of a majority
of the entire Board of Directors, excluding the member whose
removal is being voted upon.
4.07 (Section 7) 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.
4.08 (Section 8) 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.
4.09 (Section 9) 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,
or 24-hour telephonic notice, shall be given for special meetings
of the Board, and such notice shall state or recite the time,
place and purpose or purposes of the meeting.
4.10 (Section 10) 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.
4.11 (Section 11) 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, except
that the committee shall not have power or authority to:
(a) Amend the Articles of Incorporation;
(b) Adopt an agreement of merger or plan of share exchange;
(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.
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 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.
4.12 (Section 12) 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 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.
4.13 (Section 13) 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 V
CAPITAL STOCK
5.01 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.
5.02 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 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.
5.03 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.
5.04 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.
5.05 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 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 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. Telephonic notice may be
given for special meetings of the Board as provided in Section
4.09.
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 Chairman of the Board, a President, a Secretary and a
Treasurer and such Vice Presidents, Assistant Secretaries and/or
Assistant Treasurers as the Board of Directors may from time to
time determine. The Chairman of the Board and the President 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, but 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 one
or more officers.
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 preside at all meetings of the Board of Directors and shall
perform such other duties as may be prescribed from time to time
by the Board of Directors or by the Bylaws. The Chairman may
also be the Chief Executive Officer of the corporation if so
designated by the Board of Directors.
8.02 President. The President shall be the Chief
Executive Officer of the corporation unless otherwise designated
by the Board of Directors. The Chief Executive Officer shall see
that all orders and resolutions of the Board are carried into
effect and shall have the general powers of supervision and
management over the business and affairs of the corporation
customarily vested in the Chief Executive Officer. The President
shall perform such other duties as may be prescribed from time to
time by the Board of Directors and shall also assume the duties
of the Chairman in the absence or disability of the Chairman of
the Board.
8.03 Vice Presidents. The Vice Presidents shall have
such powers and perform such duties as may be assigned to them by
the Chairman of the Board, the President or the Board of
Directors. In the absence or disability of the President, the
Vice President designated by the Board shall perform his duties
and exercise his powers and shall perform such other duties as
the Board of Directors 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 Chief Executive Officer 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 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, proxy 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
AssistantTreasurer, 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 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; or
(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. Except as provided in the
Articles of Incorporation of the corporation, these By-Laws may
be altered, amended, supplemented or repealed by vote of a
majority of the vote of a majority of the votes cast by
shareholders entitled to vote for the election of directors, or
by the Board of Directors, provided that the Board shall not
alter, amend, supplement or repeal any By-Laws fixing or
affecting their qualifications, classifications or term of
office. Any By-Laws adopted, altered, amended, supplemented or
repealed by the Board of Directors may be thereafter altered,
amended, supplemented, repealed or readopted by the shareholders.
ARTICLE XII
INDEMNIFICATION
12.01 Non-Derivative Actions. Subject to all of the
other provisions of this Article, the corporation shall indemnify
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (other than an
action by or in the right of the corporation) by reason of the
fact that the person is or was a director or officer of the
corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, whether for profit or
not, against expenses (including actual and reasonable attorneys'
fees), judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by him or her 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 any criminal action or
proceeding, if 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, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which the person reasonably believed to be
in or not opposed to the best interests of the corporation or its
shareholders, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
12.02 Derivative Actions. Subject to all of the
provisions of this Article, the corporation shall indemnify any
person who was or is a party to 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, partner,
trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, against expenses
(including attorneys' fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with
such 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.
However, indemnification shall not be made for any claim, issue
or matter in which such person has been found liable to the
corporation unless and only to the extent that the court in which
such action or suit was brought has determined upon application
that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably
entitled to indemnification for the reasonable expenses incurred.
12.03 Expenses of Successful Defense. To the extent
that a person has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section
12.01 or 12.02 of these Bylaws, or in defense of any claim, issue
or matter in the action, suit or proceeding, the person shall be
indemnified against actual and reasonable expenses (including
attorneys' fees) incurred by such person in connection with the
action, suit or proceeding and any action, suit or proceeding
brought to enforce the mandatory indemnification provided by this
Article XII.
12.04 Definition. For the purposes of Sections
12.01 and 12.02, "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, employee, or agent of the corporation which
imposes duties on, or involves services by, the director or
officer with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good
faith and in a manner the person 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 interests of the corporation or its
shareholders" as referred to in Sections 12.01 and 12.02.
12.05 Contract Right; Limitation on Indemnity. The
right to indemnification conferred in this Article XII shall be a
contract right, shall apply to services of a director or officer
as an employee or agent of the corporation as well as in such
person's capacity as a director or officer, from the date he
became or becomes such director or officer, and any repeal or
modification of this section shall not adversely affect any right
or protection existing at the time of such repeal or
modification. Except as provided in Section 12.03 of these
Bylaws, the corporation shall have no obligations under this
Article XII to indemnify any person in connection with any
proceeding, or part thereof, initiated by such person without
authorization by the Board of Directors.
12.06 Determination That Indemnification is Proper.
Any indemnification under Section 12.01 or 12.02 of these Bylaws
(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 person is proper in the circumstances
because the person has met the applicable standard of conduct set
forth in Section 12.01 or 12.02, whichever is applicable, and
upon an evaluation of the reasonableness of expenses and amount
paid in settlement. Such determination and evaluation shall be
made in any of the following ways:
(a) By a majority vote of a quorum of the Board
consisting of directors who are not parties or threatened to be
made parties to such action, suit or proceeding;
(b) If the quorum described in clause (a) above is not
obtainable, then by a majority vote of a committee of directors
duly designated by the Board of Directors and consisting solely
of two or more directors who are not at the time parties or
threatened to be made parties to the action, suit or proceeding;
(c) By independent legal counsel in a written opinion
which counsel shall be selected in one of the following ways: (i)
by the board or its committee in the manner prescribed in
subparagraph (a) or (b); or (ii) if a quorum of the board cannot
be obtained under subparagraph (a) and a committee cannot be
designated under subparagraph (b), by the board; or
(d) By the shareholders, but shares held by directors
or officers who are parties or threatened to be made parties to
the action, suit or proceeding may not be voted.
12.07 Proportionate Indemnity. If a person is
entitled to indemnification under Section 12.01 or 12.02 of these
Bylaws 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 shall 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.
12.08 Expense Advance. The corporation shall pay or
reimburse the reasonable expenses incurred by a person referred
to in Section 12.01 or 12.02 of these bylaws who is a party or
threatened to be made a party to an action, suit, or proceeding
in advance of final disposition of the proceeding if all of the
following apply:
(a) The person furnishes the corporation a written
affirmation of his or her good faith belief that he or she has
met the applicable standard of conduct set forth in Section 12.01
or 12.02;
(b) The person furnishes the corporation a written
undertaking executed personally, or on his or her behalf, to
repay the advance if it is ultimately determined that he or she
did not meet the standard of conduct;
(c) The authorization of payment is made in the manner
specified in Section 12.06; and
(d) A determination is made that the facts then known
to those making the determination would not preclude
indemnification under Section 12.01 or 12.02. The undertaking
shall be an unlimited general obligation of the person on whose
behalf advances are made but need not be secured.
12.09 Non-Exclusivity of Rights. The
indemnification or advancement of expenses provided under this
Article XII is not exclusive of other rights to which a person
seeking indemnification or advancement of expenses may be
entitled under a contractual arrangement with the corporation.
However, the total amount of expenses advanced or indemnified
from all sources combined shall not exceed the amount of actual
expenses incurred by the person seeking indemnification or
advancement of expenses.
12.10 Indemnification of Employees and Agents of
the Corporation. The corporation may, to the extent authorized
from time to time by the Board of Directors, grant rights to
indemnification and to the advancement of expenses to any
employee or agent of the corporation to the fullest extent of the
provisions of this Article XII with respect to the
indemnification and advancement of expenses of directors and
officers of the corporation.
12.11 Former Directors and Officers. The
indemnification provided in this Article XII continues as to a
person who has ceased to be a director or officer and shall inure
to the benefit of the heirs, executors and administrators of such
person.
12.12 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 him and
incurred by him in any such capacity or arising out of his status
as such, whether or not the corporation would have power to
indemnify him against such liability under these Bylaws or the
laws of the State of Michigan.
12.13 Changes in Michigan Law. In the event of any
change of the Michigan statutory provisions applicable to the
corporation relating to the subject matter of Article XII of
these Bylaws, then the indemnification to which any person shall
be entitled hereunder shall be determined by such changed
provisions, but only to the extent that any such change permits
the corporation to provide broader indemnification rights than
such provisions permitted the corporation to provide prior to any
such change. Subject to Section 12.15, the Board of Directors is
authorized to amend these Bylaws to conform to any such changed
statutory provisions.
12.14 Enforcement of Rights. Any indemnification or
payment in advance of final disposition under this Article XII
shall be made promptly, and in any event within 30 days, after
written request to the corporation by the person seeking such
indemnification or payment. The rights granted by this Article
XII shall be enforceable by such person in any court of competent
jurisdiction.
12.15 Amendment or Repeal of Article XII. No
amendment or repeal of this Article XII shall apply to or have
any effect on any director or officer of the corporation for or
with respect to any acts or omissions of such director or officer
occurring prior to such amendment or repeal.