EXHIBIT 3(ii)
BYLAWS OF PRAB, INC., AS AMENDED
Section 1.01. Annual Meetings. The annual meeting of the stockholders of
the Corporation for the election of Directors and for the transaction of such
other business as may properly come before the meeting shall be held at the
corporate offices or any other place either within or without the State of
Michigan, as specified by the Directors and at 2:00 o'clock p.m. local time on
the 1st Thursday of March, each year, (or, if such is a legal holiday, then on
the next succeeding business day), or at any other time and date as shall be
fixed from time to time by resolution of the Board of Directors."
Section 1.02. Special Meetings. Special meetings of the stockholders may
be called at any time by the Board of Directors or by the Chairman of the
Board of Directors, or the President of the Corporation. A two-thirds majority
of the stockholders may also request a special meeting and the Directors shall
grant such a request. The holders of a majority of the outstanding shares of
the Convertible Preferred Shares, $0.75 par value (the "Convertible Preferred
Stock"), may call a meeting of the holders of the Convertible Preferred Stock
and the holders of a majority of the outstanding shares of the Non-Convertible
Preferred Shares, $0.50 par value (the "Non-Convertible Preferred Stock") may
call a meeting of the holders of the Non-Convertible Preferred Stock. Special
meetings of the stockholders shall be held at places within or without the
State of Michigan, as shall be specified in the notice or waiver of notice
thereof. Notices of special meetings shall state the purpose of the meeting.
Section 1.03. Notice of Meetings. The Secretary or any assistant
Secretary shall cause notice of the time and place and purpose of each meeting
of the stockholders to be personally delivered or mailed, at least ten (10)
days but not more than sixty (60) days prior to the meeting, to each
stockholder of record entitled to vote at the meeting. Notice shall be deemed
given when the requisite time has elapsed after deposit in a United States
mailbox addressed to the address of the stockholder as revealed on the records
of the Corporation. Notice of a meeting of stockholders need not be given to
any stockholder who signs a waiver of notice in writing, whether before or
after the time of the meeting. Notice of any adjourned meeting of the
stockholders of the Corporation need not be given if the time and place to
which the 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. If after the
adjournment the Board fixes a new record date for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to such notice on the new record date.
Section 1.04. Attendance at Meeting. Attendance of a person at a meeting
of stockholders in person or by proxy constitutes a waiver of notice of the
meeting.
Section 1.05. Quorum. Except as otherwise required by statute or the
Articles of Incorporation, the presence at any stockholders' meeting, in
person or by proxy, of the holders of record of the shares of stock of each
class entitled to vote at the meeting, aggregating a majority of the total
number of shares of the stock of each class then issued and outstanding and
entitled to vote at the meeting, shall be sufficient to constitute a quorum
for the transaction of business. If such majority shall not be present or
represented at any meeting of the stockholders, those stockholders present in
person or by proxy shall have the power to adjourn the meeting, until the
requisite amount of voting stock shall be present. The stockholders present in
person or by proxy at such meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders to leave
less than a quorum. At the 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 notified.
Section 1.06. Stockholder to Vote in Person or by Proxy. At each meeting
of the stockholders, every stockholder having the right to vote or to express
consent or dissent without a meeting shall be entitled to vote in person, or
by proxy appointed by an instrument in writing authorizing other persons to
act for him. A proxy shall be signed by the stockholder or his authorized
agent or representative and shall not be valid after the expiration of three
(3) years from its date unless otherwise provided in the proxy.
Section 1.07. Stockholder to Have One Vote Per Share. Each stockholder
shall have one vote for each share of stock having voting power registered in
his name on the books of the Corporation. All elections shall be had and all
questions decided by a majority vote. There shall be no cumulative voting.
Section 1.08. Consent of Stockholders in Lieu of Meeting. To the extent
provided by any statute and the Articles of Incorporation at the time in
force, whenever the vote of stockholders at a meeting is required or permitted
to be taken for or in connection with any corporate action, by any statute, by
the Articles of Incorporation or by these By-Laws, the meeting, notice of
meeting and vote of stockholders may be dispensed with if the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take the action at a meeting at which all shares
entitled to vote thereon were present and all voted shall consent in writing
to such corporate action being taken. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.
ARTICLE II
BOARD OF DIRECTORS
Section 2.01. General Powers. The property, affairs, and business of the
Corporation shall be managed by the Board of Directors. The Board of Directors
may exercise all the powers of the Corporation, whether derived from law or
the Articles of Incorporation. A Director need not he a stockholder of the
Corporation.
Section 2.02. Number and Term of Office. The Board of Directors shall
consist of not less than five (5) and not more than nine (9) Directors;
provided that in the event that the holders of the Non-Convertible Preferred
Stock shall have the right to nominate and elect two Directors, as provided in
the Articles of Incorporation, then the maximum number of Directors shall
without further action be increased by two (2), until the holders of the
Non-Convertible Preferred Stock no longer have such right. The number of
members of the Board shall be fixed from time to time by resolution of the
Board of Directors; provided that in the event that the holders of the
Non-Convertible Preferred Stock shall have the right to nominate and elect two
Directors, then the number of Directors fixed by the Board of Directors shall
without further action be increased by two, until the holders of the
Non-Convertible Preferred Stock no longer have such right. The first Board of
Directors shall hold office until the first annual meeting of shareholders. At
the first annual meeting thereafter the shareholders shall elect Directors to
hold office until the succeeding annual meeting. A Director shall hold office
for the term for which he is elected and until his successor is elected and
qualified or until his death, or until he shall have resigned or have been
removed. A resignation shall be effective upon its receipt by the Corporation
or at the subsequent time as set forth in the notice of resignation.
Section 2.03. Election of Directors. Except as otherwise provided in
Section 2.11 hereof, the Directors shall be elected annually at the annual
meeting of the stockholders unless a term of more than one (1) year shall be
prescribed, in which event at least one-third (1/3), as near as may be, of the
members of the Board shall be elected at each annual meeting; provided that
Directors elected by the Convertible Preferred Stock or Non-Convertible Stock
may also be elected at a Special Meeting of the holders thereof called by such
holders as specified in Section 1.02 hereof. At the meeting of the
stockholders for the election of Directors, provided a quorum is present, the
Directors shall be chosen and elected by a majority of the votes validly cast
at the election; provided that, as provided in the Articles of Incorporation,
the holders of the Convertible Preferred Stock shall have the right to elect
one member of the Board of Directors,by a majority of the votes validly cast
by such class of stock at the election and under certain circumstances
specified in the Articles of Incorporation the holders of the Non-Convertible
Preferred Stock shall have the right to elect two directors by a majority of
the votes validly cast by such class of stock at the election.
Section 2.04. Annual and Regular Meetings. The annual meeting of the
Board of Directors, for the election of officers and for the transaction of
other business as may come before the meeting, shall be held in each year
either within or without the State of Michigan as soon as possible after the
annual meeting of the stockholders on the same day and place as the annual
meeting of the stockholders. Notice of the annual meeting of the Board of
Directors shall not be required. Notice of regular meetings, if set by
resolution of the Board of Directors, need not be given; provided, however,
that in case the Board of Directors shall change the time or place of regular
meetings, notice of this action shall be mailed promptly to each Director who
shall not have been present at the meeting at which the action was taken.
Section 2.05. Special Meeting; Notice. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board or by the
President, or by any one Director, at such time and place as may be specified
in the notice or waiver of notice. Special meetings of the Board of Directors
may be called on 24 hours' notice to each Director, personally or by telephone
or telegram, or on ten (10) days' notice by mail. Notice of any special
meeting need not be given to any Director who shall be present at the meeting,
or to any Director who shall waive notice of the meeting in writing, whether
before or after the time of the meeting. No notice need be given of any
adjourned special meeting.
Section 2.06. Quorum. At all meetings of the Board of Directors, the
presence of a majority of the total number of Directors, but at least four (4)
Directors, shall constitute a quorum for the transaction of business. Except
when otherwise required by statute, the act of a majority of the Directors
present at any meeting at which a quorum is present shall be the act of the
Board of Directors. In the absence of a quorum, the Directors present may
adjourn the meeting. A Director shall be present at the meeting if he and all
other persons participating in the meeting can hear one another by means of
conference telephone or similar communications equipment.
Section 2.07. Action Without a Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors may be taken without a
meeting, if before or after the action written consents thereto are signed by
all members of the Board and such written consents are filed with the minutes
of proceedings of the Board.
Section 2.08. Manner of Acting. The Directors shall act only as a
Board -- dual Directors shall have no power as such.
Section 2.09. Resignations. Any Director may resign at any time by
delivering a written resignation to the Chairman of the Board, the President,
or the Secretary. The resignation shall be effective as provided by Section
2.02.
Section 2.10. Removal of Directors. A Director or the entire Board may
be removed at any time with or without cause upon the affirmative vote of the
holders of a majority of the outstanding shares of stock of the Corporation
entitled to vote at an election of Directors; provided that a Director elected
by the holders of the Convertible Preferred Stock or the Non-Convertible
Preferred Stock may only be removed by the affirmative vote of the holders of
a majority of the outstanding shares of stock of the Corporation entitled to
vote on the election of such Director.
Section 2.11. Vacancies and Newly Created Directorships. If any
vacancies shall occur in the Board of Directors, by reason of death,
resignation. removal or otherwise, or if the authorized number of Directors
shall be increased, the Directors then in office shall continue to act, and
the vacancies shall be filled by vote of a majority of the Directors then in
office, though less than a quorum; provided, however, that a Director
appointed to fill such vacancies shall only hold office until the next
election of Directors by the stockholders; and provided further that a vacancy
in a position held by Directors elected by the holders of the Convertible
Preferred Stock or the Non-Convertible Preferred Stock may only be filled by
vote of a majority of the outstanding shares of stock of the Corporation
entitled to vote on the election of such Director.
Section 2.12. Compensation. The amount, if any, which each Director
shall be entitled to receive as compensation for his services shall be fixed
by resolution of the Board of Directors.
Section 2.13. Reliance on Accounts and Reports. A Director, or a member
of any committee designated by the Board of Directors, in the performance of
his duties, shall be fully protected in relying in good faith upon the books
of account 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 represented to fairly reflect
the financial condition of the Corporation, and upon the opinion of counsel
for the Corporation and upon the report of an independent appraiser selected
with reasonable care by the Board of Directors.
ARTICLE III
OFFICERS
Section 3.01. Number. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President, one or more Vice Presidents,
a Secretary and a Treasurer who shall hold office until their successors are
chosen and qualify. The Secretary and Treasurer may be the same person, and
the Vice President may hold, at the same time, the office of Secretary or
Treasurer. The Board of Directors may also choose one or more Assistant
Secretaries and Assistant Treasurers. Any number of offices may be held by the
same person, but no officer shall execute, acknowledge, or verify any
instrument in more than one capacity if the instrument is required by law or
the Articles of Incorporation or By-Laws to be executed, acknowledged or
verified by two (2) or more officers. The Board of Directors may elect, but
shall not be required to elect, a Chairman of the Board.
Section 3.02. Additional Officers. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board of Directors.
Section 3.03. Election. The Board of Directors at its first meeting or
subsequent meetings as shall be held prior to its first annual meeting, and
thereafter annually at its annual meeting, shall elect the officers of the
Corporation. If officers are not elected at an annual meeting, such officers
may be elected at any subsequent regular or special meeting.
Section 3.04. Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors.
Section 3.05. Removal and Vacancies. Any officer elected or appointed by
the Board of Directors may be removed by the Board at any time, by the
affirmative vote of a majority of the Board of Directors, with or without
cause. Any vacancy occurring in any office of the Corporation shall be filled
by the Board of Directors.
Section 3.06. Duties of the Chairman of the Board of Directors. The
Chairman of the Board of Directors, if there be such an officer, shall preside
at all stockholders' meetings and all meetings of the Board at which he is
Present and shall have such other duties as are assigned to him by the Board
of Directors.
Section 3.07. Duties of the President. The President shall have direct
charge of the business of the Corporation, subject to the general control of
the Board of Directors, and shall be the chief executive officer of the
Corporation.
Section 3.08. Duties of the Vice President. In the event of the absence
or disability of the President, the Vice President, or, in case there shall be
more than one Vice President, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
President.
Section 3.09. Duties of the Secretary. The Secretary shall, if present,
act as Secretary of, and keep the minutes of, all the proceedings of the
meetings of the stockholders and of the Board of Directors and of any
committee of the Board of Directors in one or more books to be kept for that
purpose; shall perform other duties as shall be assigned to him by the
President or the Board of Directors; and, in general, shall perform all duties
incident to the office of Secretary.
Section 3.10. Duties of the Treasurer. The Treasurer shall keep or
cause to be kept full and accurate records of all receipts and disbursements
in the books of the Corporation and shall have the care and custody of all
funds and securities of the Corporation. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all of his
transactions as Treasurer and shall perform other duties as may be assigned to
him by the President or the Board of Directors; and, in general, shall perform
all duties incident to the office of Treasurer.
Section 3.11. Employee Bonds. The Board of Directors may require the
Treasurer, the Assistant Treasurers and any other officers, agents or
employees of the Corporation to give bond for the faithful discharge of their
duties, in such sum and of such character as the Board may from time to time
prescribe.
Section 3.12. Officers as Directors. No officer need be a Director of
the Corporation.
Section 3.13. Reliance on Accounts and Reports. An officer shall be
entitled to rely on the same accounts in the same manner as specified for a
Director in Section 2.13.
ARTICLE IV
EXECUTION OF INSTRUMENTS, DEPOSITS,
VOTING OF SECURITIES
Section 4.01. General. Subject to the provisions of Section 4.02 and
4.03 hereof, all deeds, documents, transfers, contracts, agreements and other
instruments requiring execution by the Corporation shall be signed by the
President and by the Treasurer or Secretary or as the Board of Directors may
otherwise from time to time authorize.
Section 4.02. Corporate Indebtedness. No loan shall be contracted on
behalf of the Corporation, and no evidence of indebtedness shall be issued in
its name, unless authorized by the Board of Directors. Authorization may be
general or confined to specific instances. All bonds, debentures, notes and
other obligations or evidences of indebtedness of the Corporation issued for
loans shall be made, executed and delivered as the Board of Directors shall
authorize. When authorized by the Board of Directors, any part or all of the
properties, including contract rights, assets, business or good will of the
Corporation, or inventories, whether then owned or thereafter acquired, may be
mortgaged, pledged, hypothecated or conveyed or assigned in trust as security
for the payment of such bonds, debentures, notes and other obligations or
evidences of indebtedness of the Corporation, and of the interest thereon, by
instruments executed and delivered in the name of the Corporation.
Section 4.03. Checks or Drafts. All checks, drafts, bills of exchange or
other orders for the payment of money issued in the name of the Corporation
shall be signed only by such person or persons and in such manner as may from
time to time be designated by the Board of Directors, and unless so
designated, no person shall have any power or authority thereby to bind the
Corporation or to pledge its credit or to render it liable.
Section 4.04. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select. For the purpose of deposit and for the purpose of collection for
the account of the Corporation, checks, drafts and other orders for the
payments of money which are payable to the order of the Corporation shall be
endorsed, assigned and delivered by such person or persons and in such manner
as may from time to time be designated by the Board of Directors.
Section 4.05. Appointment of Agents to Vote Securities of Other
Corporations. Unless otherwise provided by resolution adopted by the Board of
Directors, the President may from time to time appoint an attorney or
attorneys, or an agent or agents, to exercise in the name and on behalf of the
Corporation the powers and rights which the Corporation may have as the holder
of stock or other securities in any other corporation to vote or to consent in
respect of such stock or other securities; and the President may instruct the
person or persons so appointed as to the manner of exercising such powers and
rights. The President may execute or cause to be executed in the name and on
behalf of the Corporation all such written proxies, powers of attorney or
other written instruments as he may deem necessary in order that the
Corporation may exercise such powers and rights.
ARTICLE V
CAPITAL STOCK
Section 5.01 Certificates of Stock. Every holder of stock in the
Corporation shall be entitled to have a signed certificate, signed by, or in
the name of the Corporation, by the President and Secretary of the
Corporation, certifying the number of shares owned by him in the Corporation.
The signatures of the officers may be facsimiles if the certificate is signed
by a transfer agent or registered by a registrar other than the Corporation or
its employee.
Section 5.02. Transfers of Stock. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
Section 5.03. Record Date. In order to determine the stockholders
entitled to notice of and to vote at any meeting of stockholders or any
adjournment thereof, or to express consent or dissent from a proposal without
a meeting for the purpose of determining stockholders entitled to receive
payment of a dividend or other distribution or allotment of any right, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other action, the Board of
Directors may fix, in advance, a record date for any such determination of the
stockholders, which shall not be more than sixty (60) days nor less than ten
(10) days before the date of such meeting, or the date for payment of any
dividend or the date for the allotment of rights or the date on which any
change or conversion or exchange of capital stock shall go into effect. Only
those stockholders as shall be stockholders of record on the date so fixed
shall be entitled to notice of, and to vote at, such meeting, or to receive
payment of such dividend, or to receive such allotment of rights, or to
exercise such rights. The record date shall not be more than sixty (60) days
prior to any other action.
If a record date is not fixed:
(a) The record date for determination of stockholders entitled to
notice of or to vote at a meeting of stockholders shall be the close of
business on the day next preceding the day on which notice is given, or
if no notice is given, the day next preceding the day on which the
meeting is held, and
(b) The record date for determining stockholders for any purpose
other than that specified in Section 5.04(a) shall be the close of
business on the day on which the resolution of the Board relating
thereto is adopted.
A determination of a record date under this section regarding a meeting
applies to any adjournment of the meeting unless the Board fixes a new record
date for the adjourned meeting.
Section 5.04. Registered Stockholders. Prior to due presentment for
registration of transfer of a security in registered form, the Corporation may
treat the registered owner as the person exclusively entitled to vote, to
receive notifications and otherwise to exercise all rights and powers of an
owner.
Section 5.05. Signatures. In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with
the same effect as if he were such officer, transfer agent or registrar at the
date of issue.
Section 5.06. Lost Certificates. The Board of Directors may direct that
a new certificate or certificates be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost
or destroyed, upon the making of an affidavit of the fact by the person
claiming the certificate of stock to be lost or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or certificates, or
his legal representative, to give the Corporation a bond sufficient to
indemnify the Corporation against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed or the issuance of a new certificate.
Section 5.07. Transfer Restrictions. The Corporation may place transfer
restrictions upon the stock of the Corporation by a majority vote of the
stockholders of all the stock of the Corporation. All shares whose transfer is
restricted shall carry a notation to that effect on their face.
ARTICLE VI
INSURANCE
Section 6.01. Insurance. By action of the Board of Directors,
notwithstanding any interest of the Directors in the action, the Corporation
may purchase and maintain insurance, in such amounts as the Board of Directors
may deem appropriate, on behalf of any person who is or was a Director,
officer, employee or agent of the Corporation or who was serving at the
request of the Corporation as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or 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
the power to indemnify him against such liability.
ARTICLE VII
INDEMNIFICATION
Section 7.01. Indemnification. To the extent permitted and in the manner
provided by law, the Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, sending or
completed action, suit or proceedings, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of
the Corporation), by reason of the fact that he 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, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation or its stockholders and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
foregoing right of indemnification shall not be deemed exclusive of any other
rights to which any person seeking indemnification may he entitled under any
agreement, vote of stockholders or disinterested Directors or otherwise, and
shall continue 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
a person.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01. Dividends. Dividends upon the stock of the Corporation,
subject to the provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of stock,
subject to the provisions of the Articles of Incorporation and the applicable
statute. Dividends may be paid only out of surplus.
Section 8.02. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the Directors from time to time, in their absolute discretion think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Directors shall deem conducive to the interest
of the Corporation, and the Directors may modify or abolish any such reserve.
Section 8.03. Fiscal Year. The fiscal year of the Corporation, if any,
shall be fixed by resolution of the Board of Directors.
Section 8.04. Offices. The registered office of the Corporation shall be
in the City of Kalamazoo, State of Michigan, at 444 West Michigan Avenue, or
at such other places both within or outside the State of Michigan as the Board
of Directors may from time to time determine.
ARTICLE IX
AMENDMENTS
Section 9.01. Amendments. These By-Laws may be altered or repealed by a
majority vote at any regular meeting of the stockholders or of the Board of
Directors or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration or repeal is contained in the notice of
such special meeting; provided that Sections 1.02, 1.05, 2.02, 2.03, 2.10,
2.11 and 9.01 may not be altered or repealed without the approval of a
majority of the holders of both the Convertible Preferred Stock and the
Non-Convertible Stock, voting as separate classes of stock.
ARTICLE X
INTERPRETATION
Section 10.01. Headings. The article and paragraph headings included in
these By-Laws have been used solely for convenience and shall in no event act
as or be used in conjunction with the interpretation of these By-Laws.
Section 10.02. Conflict with Statute. In the event any article of
section of these By-Laws shall conflict with the Michigan Business Corporation
Act, the Michigan Business Corporation Act shall rule.