Exhibit 3.26
DEFIANCE TESTING & ENGINEERING SERVICES, INC.
BY-LAWS
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ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
shall be in the City of Warren, County of Macomb, State of Michigan, or at such
other registered office as the Board of Directors may determine from time to
time.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Michigan as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
SHAREHOLDERS
SECTION 1. PLACE OF MEETING. All meetings of the Shareholders of the
Corporation shall be held at the registered office or such other place, either
within or without the State of Michigan, as may be determined from time to time
by the Board of Directors.
SECTION 2. ANNUAL MEETING OF SHAREHOLDERS. The annual meeting of
Shareholders, commencing with the year 1987, shall be held within one hundred
twenty (120) days following the year end of the Corporation, if not a legal
holiday, and if a legal holiday, then on the next business day following, at
10:00 o'clock in the forenoon, local Detroit time, or at such other date and
time as shall be determined from time to time by the Board of Directors, unless
such action is taken by written consent as provided in Article II, Section 12,
of these By-Laws. At said meeting, Shareholders shall elect a Board of Directors
and shall transact such other business as may properly be brought before the
meeting. If the annual meeting is not held on the date designated therefor, the
Board shall cause the meeting to be held as soon thereafter as convenient.
SECTION 3. ORDER OF BUSINESS AT ANNUAL MEETING. The order of business at
the annual meeting of the Shareholders shall be as follows:
(a) Reading of notice and proof of mailing
(b) Reports of officers
(c) Election of Directors
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(d) Transaction of other business mentioned in the notice
(e) Adjournment
provided that, in the absence of any objection, the presiding officer may vary
the order of business at his discretion.
SECTION 4. NOTICE OF MEETING OF SHAREHOLDERS. Except as otherwise
provided in the Michigan Business Corporation Act (herein called the 'Act'),
written notice of the time, place and purposes of a meeting of Shareholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting, either personally or by mail, to each Shareholder of record
entitled to vote at the meeting. When a meeting is adjourned to another time or
place, it is not necessary to give notice of the adjourned meeting 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. However, if
after the adjournment the Board of Directors fixes a new record date for the
adjourned meeting, a notice of adjourned meeting shall be given to each
Shareholder of record on the new record date entitled to vote at the meeting.
SECTION 5. LIST OF SHAREHOLDERS ENTITLED TO VOTE. The officer or agent
having charge of the stock transfer books for shares of the Corporation shall
make and certify a complete list of the Shareholders entitled to vote at the
Shareholders' meeting or any adjournment thereof. The list shall:
(a) Be arranged alphabetically within each class and series, with the
address of, and the number of shares held by, each Shareholder.
(b) Be produced at the time and place of the meeting.
(c) Be subject to inspection by any Shareholder during the whole time of
the meeting.
(d) Be prima facie evidence as to who are the Shareholders entitled to
examine the list or to vote at the meeting.
SECTION 6. SPECIAL MEETING OF SHAREHOLDERS. A special meeting of
Shareholders may be called at any time by Shareholders owning, in the aggregate,
not less than twenty-five (25%) percent of all the shares entitled to vote at
such special meeting. The method by which such meeting may be called is as
follows: Upon receipt of a specification in writing setting forth the date and
objects of such proposed special meeting, signed by the Shareholders as above
provided,
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the Secretary of the Corporation shall prepare, sign and mail the notice
requisite to such meeting.
SECTION 7. QUORUM OF SHAREHOLDERS. Unless a greater or lesser quorum is
provided in the Articles of Incorporation or the Act, shares entitled to cast a
majority of the votes at a meeting constitute a quorum at the meeting. The
Shareholders present in person or by proxy at such meeting may continue to do
business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum. Whether or not a quorum is present,
the meeting may be adjourned by a vote of the shares present.
SECTION 8. VOTE OF SHAREHOLDERS. Each outstanding share is entitled to
one (1) vote on each matter submitted to a vote, unless otherwise provided in
the Articles of Incorporation. A vote may be cast either orally or in writing.
When an action other than the election of Directors, is to be taken by vote of
the Shareholders, it shall be authorized by a majority of the votes cast by the
holders of shares entitled to vote thereon, unless a greater plurality is
required by the Articles of Incorporation or the Act. Directors shall be elected
by a plurality of the votes cast at an election.
A. Other Corporations. Shares standing in the name of another
corporation may be voted by an officer or agent, or by proxy appointed by an
officer or agent or by some other person, who by action of the Board or pursuant
to these By-Laws, shall be appointed to vote such shares.
B. Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, custodian, conservator or trustee may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name.
C. Receivers. Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if authority
so to be contained in an appropriate order of the court by which such receiver
was appointed.
D. Pledgor. A Shareholder whose shares are pledged is entitled to vote
the shares until they have been transferred into the name of the pledgee, or a
nominee of the pledgee.
E. Treasury Stock and Subsidiaries. Treasury shares shall not be voted
on any matter nor deemed to be outstanding shares. If the Corporation holds
shares sufficient to elect a majority of the Directors of another domestic
corporation or a foreign corporation, shares of this Corporation held by such
domestic corporation or foreign corporation
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shall not be voted on any matter or counted in determining the total number of
outstanding shares of this Corporation.
F. Incompetents and Spendthrifts. Shares held, by an incompetent or
spendthrift may be voted by such incompetent or spendthrift in person or by
proxy and no such vote shall be subject to disaffirmance or avoidance, unless
prior to such vote the Secretary of the Corporation has actual knowledge that
such Shareholder has been adjudicated an incompetent or spendthrift or actual
knowledge of filing of judicial proceedings for appointment of a guardian.
G. Co-owners. Shares held by two (2) or more persons as joint tenants or
as tenants in common may be voted at a meeting of Shareholders by any of such
persons, unless another joint tenant or tenant in common seeks to vote any of
such shares in person or by proxy. In the latter event, the written agreement,
if any, which governs the manner in which the shares shall be voted, controls if
presented at the meeting. If no such agreement is presented at the meeting, the
majority in interest of the joint tenants or tenants in common present shall
control the manner of voting. If there is no such majority, the shares, for the
purpose of voting, shall be divided among such joint tenants or tenants in
common in accordance with their interest in the shares.
SECTION 9. RECORD DATE FOR DETERMINATION OF SHAREHOLDERS. 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 Board may fix, in advance, a date as
the record date for any such determination of Shareholders. The date shall not
be more than sixty (60) nor less than ten (10) days before the date of the
meeting, nor more than sixty (60) days before any other action. If a record date
is not fixed (a) the record date for determination of Shareholders entitled to
notice of or to vote at a meeting of Shareholders 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 Shareholders for any purpose other than that
specified in subdivision (a) shall be the close of business on the day on which
the resolution of the Board relating thereto is adopted. When a determination of
Shareholders of record entitled to notice of or to vote at a meeting of
Shareholders has been made as provided in this Section, the determination
applies to any adjournment of the meeting, unless the Board fixes a new record
date under this Section for the adjourned meeting.
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SECTION 10. PROXIES. A Shareholder entitled to vote at a meeting of
Shareholders or to express consent or dissent without a meeting may authorize
one or more other persons to act for him by proxy. A proxy shall be signed by
the Shareholder or his authorized agent or representative. A proxy is not valid
after the expiration of three (3) years from its date unless otherwise provided
in the proxy.
SECTION 11. INSPECTORS OF ELECTION. The Board of Directors, in advance
of a Shareholders' meeting, may appoint one (1) or more inspectors of election
to act at the meeting or any adjournment thereof. If inspectors are not so
appointed, the person presiding at a Shareholders' meeting may, and on request
of a Shareholder entitled to vote thereat shall, appoint one (1) 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. The inspectors shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, 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.
SECTION 12. CONSENT OF SHAREHOLDERS IN LIEU OF MEETING. Any action
required or permitted by the Act to be taken at an annual or special meeting of
Shareholders may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, is signed by
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 voted. Prompt notice
of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to Shareholders who have not consented in
writing.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM OF DIRECTORS. The number of Directors which
shall constitute the whole Board shall be at least one (1) Director but no more
than five (5) Directors. The current Board of Directors shall consist of three
(3) Directors. Thereafter, the number of Directors which shall constitute the
Board of Directors for each ensuing year shall be determined at the annual
meeting by vote of the Shareholders prior to such election; provided, however,
that if a motion is not made and carried to increase or decrease
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the number of Directors, the Board shall consist of the same number of Directors
as were elected for the preceding year. The current Board of Directors shall
hold office until the succeeding annual meeting, except in case of the
classification of Directors as permitted by the Act. A Director shall hold
office for the term for which he or she is elected and until his or her
successor is elected and qualified, or until his or her resignation or removal.
Directors need not be Shareholders.
SECTION 2. VACANCIES. A vacancy occurring in the Board may be filled by
the affirmative vote of a majority of the remaining Directors though less than a
quorum of the Board for a term of office continuing only until the next election
of Directors by the Shareholders. If because of death, resignation or other
cause, the Corporation has no Directors in office, an officer, a Shareholder, an
executor, administrator, trustee or guardian of a Shareholder, or other
fiduciary entrusted with like responsibility for the person or estate of a
Shareholder, may call a special meeting of Shareholders in accordance with the
Articles of Incorporation or these By-Laws.
SECTION 3. REMOVAL. A Director or the entire Board may be removed at any
time, with or without cause, by a vote of the holders of a majority of the
shares entitled to vote at an election of Directors.
SECTION 4. RESIGNATION. 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.
SECTION 5. POWERS. The business and affairs of the Corporation shall be
managed by its Board of Directors except as otherwise provided in the Act or in
the Articles of Incorporation.
SECTION 6. LOCATION OF MEETINGS. Regular or special meetings of the
Board of Directors may be held either within or without the State of Michigan.
SECTION 7. ORGANIZATION MEETING OF BOARD. The first meeting of each
newly elected Board of Directors shall be held at the place of holding the
annual meeting of Shareholders, and immediately following the same, for the
purpose of electing officers and transacting any other business properly brought
before it, provided that the organization meeting in any year may be held at a
different time and place than that herein provided by a consent of a majority of
the Directors of such new Board. No notice of such meeting shall be necessary to
the newly elected Directors in order legally to constitute the meeting, provided
a quorum shall be present,
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unless said meeting is not held at the place of holding and immediately
following the annual meeting of Shareholders.
SECTION 8. REGULAR MEETING OF BOARD. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board, and may be held concurrently with
an organizational meeting of the Board or otherwise.
SECTION 9. SPECIAL MEETING OF BOARD. Special meetings of the Board of
Directors may be called by a majority of the persons then comprising the Board
of Directors (or if there are only two (2) members of the Board of Directors, by
either of said Directors), at any time by means of notice of the time and place
thereof to each Director, given not less than twenty-four (24) hours before the
time such special meeting is to be held.
SECTION 10. COMMITTEES OF DIRECTORS. The Board of Directors may
designate one (1) or more committees, each committee to consist of one or more
Directors of the Corporation. The Board may designate one or more Directors as
alternate members of any committee, who may replace an absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of a committee, the members thereof present at any meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors
creating such committee may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation;
but no such committee shall have the power or authority to amend the Articles of
Incorporation, adopt an agreement of merger or consolidation, recommend to the
Shareholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommend to the Shareholders a dissolution
of the Corporation or a revocation of a dissolution, or amend the By-Laws of the
Corporation; and, unless the resolution of the Board of Directors creating such
committee or the Articles of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Any such committee, and each member thereof,
shall serve at the pleasure of the Board of Directors.
SECTION 11. QUORUM AND REQUIRED VOTE OF BOARD AND COMMITTEES. At all
meetings of the Board of Directors, or of a committee thereof, a majority of the
members of the Board then in office, or of the members of a committee thereof,
constitute a quorum for transaction of business. The vote of the majority of
members present at a meeting at which a quorum is present constitutes the
action of the Board or of the
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committee unless the vote of a larger number is required by the Act. Amendment
of these By-Laws by the Board requires the vote of not less than a majority of
the members of the Board then in office. If a quorum shall not be present at any
meeting of the Board of Directors, the Directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
SECTION 12. CONSENT OF DIRECTORS IN LIEU OF MEETING. Action required or
permitted to be taken pursuant to authorization voted at a meeting of the Board
of Directors or a committee thereof, may be taken without a meeting if, before
or after the action, all members of the Board or of the committee consent
thereto in writing. The written consents shall be filed with the minutes of the
proceedings of the Board or committee. The consent has the same effect as a vote
of the Board or committee for all purposes.
SECTION 13. COMPENSATION OF DIRECTORS. 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 or officers, but approval of the Shareholders is required if the
Articles of Incorporation, these By-Laws or any provisions of the Act so
provide.
SECTION 14. PARTICIPATION IN MEETING BY TELEPHONE. By oral or written
permission of a majority of the Board of Directors, a member of the Board of
Directors or of a committee designated by the Board may participate in a meeting
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this Section constitutes presence in
person at the meeting.
ARTICLE IV
NOTICES
SECTION 1. NOTICE. Whenever any notice or communication is required to
be given to any Director or Shareholder under any provision of the Act, or of
the Articles of Incorporation or of these By-Laws, it may be given in writing,
by mail, addressed to such Director or Shareholder, at the address designated by
him for that purpose or, if none is designated, at his last known address. The
notice or communication is given when deposited, with postage thereon prepaid,
in a post office or official depository under the exclusive care and custody of
the United States postal service. The mailing shall be registered, certified or
other first class mail except where otherwise provided in the Act. Notice may
also be given orally in person or by telephone,
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telex, radiogram or cablegram, and such notice shall be deemed to be given when
the recipient receives the notice personally, by telephone or when the notice,
addressed as provided above, has been delivered to the company, or to the
equipment transmitting such notice. Neither the business to be transacted at,
nor the purpose of, a regular or special meeting of the Board of Directors need
be specified in the notice of the meeting.
SECTION 2. WAIVER OF NOTICE. When, under the Act or the Articles of
Incorporation or these By-Laws, or by the terms of an agreement or instrument,
the Corporation or the Board or any committee thereof may take action after
notice to any person or after lapse of a prescribed period of time, the action
may be taken without notice and without lapse of the period of time, if at any
time before or after the action is completed the person entitled to notice or to
participate in the action to be taken or, in case of a Shareholder, by his
attorney-in-fact, submits a signed waiver of such requirements. Neither the
business to be transacted at, nor the purpose of, a regular or special meeting
of the Board of Directors need be specified in the waiver of notice of the
meeting. Attendance of a person at a meeting constitutes a waiver of notice of
such meeting, except when the person attends a meeting for the express purpose
of objection, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.
ARTICLE V
OFFICERS
SECTION 1. SELECTION. The Board of Directors, at its organization
meeting after the organization meeting of incorporators and after each annual
meeting of Shareholders, shall elect or appoint a President, Secretary and a
Treasurer. The Board of Directors may also elect or appoint a Chairman of the
Board, one (1) or more Vice Presidents and such other officers, employees 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. Two (2) or more offices may be held by the same
person but an officer shall not execute, acknowledge or verify an instrument in
more than one (1) capacity.
SECTION 2. COMPENSATION. The salaries of all officers, employees and
agents of the Corporation shall be fixed by the Board of Directors, provided,
however, that the Board may delegate to the officers the fixing of compensation
of assistant officers, employees and agents.
SECTION 3. TERM, REMOVAL AND VACANCIES. Each officer of the Corporation
shall hold office for the term for
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which he is elected or appointed and until his successor is elected or appointed
and qualified, or until his resignation or removal. Any officer elected or
appointed by the Board of Directors may be removed by the Board with or without
cause at any time. Any 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. Any vacancy occurring in
any office of the Corporation shall be filled by the Board of Directors.
SECTION 4. CHAIRMAN OF THE BOARD OF DIRECTORS. If the Board of
Directors elects or appoints a Chairman of the Board, he shall be elected or
appointed by, and from among the membership of, the Board of Directors. He shall
preside at all meetings of the Shareholders, of the Board of Directors and of
any Executive Committee. He shall perform such other duties and functions as
shall be assigned to him from time to time by the Board of Directors. He shall
be ex officio, a member of all standing committees. Except where by law the
signature of the President of the Corporation is required, the Chairman of the
Board of Directors shall possess the same power and authority to sign all
certificates, contracts, instruments, papers and documents of every conceivable
kind and character whatsoever in the name of and on behalf of the Corporation
which may be authorized by the Board of Directors. During the absence or
disability of the President, or while the office is vacant, the Chairman of the
Board of Directors shall exercise all of the powers and discharge all of the
duties of the President.
SECTION 5. PRESIDENT. The President shall be elected or appointed by,
the Board of Directors. During the absence or disability of the Chairman of the
Board, or while that office is vacant, the President shall preside over all
meetings of the Board of Directors, of the Shareholders and of any Executive
Committee, and shall perform all of the duties and functions, and when so acting
shall have all powers and authority, of the Chairman of the Board. He shall be,
ex officio, a member of all standing committees. The President shall, in
general, perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors.
SECTION 6. VICE PRESIDENTS. The Board of Directors may elect or appoint
one or more Vice Presidents. The Board of Directors may designate one or more
Vice Presidents as Executive or Senior Vice Presidents. Unless the Board of
Directors shall otherwise provide by resolution duly adopted by it, such of the
Vice Presidents as shall have been designated Executive or Senior Vice
Presidents and are members of the Board of Directors in the order specified by
the Board of Directors (or if no Vice President who is a member of the Board of
Directors shall have been designated as Executive or Senior Vice President, then
such Vice Presidents as are
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members of the Board of Directors in the order specified by the Board of
Directors) shall perform the duties and exercise the powers of the President
during the absence or disability of the President. The Vice Presidents shall
perform such other duties as may be delegated to them by the Board of Directors,
any Executive Committee, or the President.
SECTION 7. SECRETARY. The Secretary shall attend all meetings of the
Shareholders, and of the Board of Directors and of any Executive Committee, and
shall preserve in the books of the Corporation true minutes of the proceedings
of all such meetings. He shall safely keep in his custody the seal of the
Corporation and shall have authority to affix the same to all instruments where
its use is required or permitted. He shall give all notice required by the Act,
these By-Laws or resolution. He shall perform such other duties as may be
delegated to him by the Board of Directors, any Executive Committee, or the
President.
SECTION 8. TREASURER. The Treasurer shall have custody of all corporate
funds and securities and shall keep in books belonging to the Corporation full
and accurate accounts of all receipts and disbursements; he shall deposit all
monies, securities and other valuable effects in the name of the Corporation in
such depositories as may be designated for that purpose by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall
render to the President and the Board of Directors whenever requested an account
of all his transactions as Treasurer and of the financial condition of the
Corporation. If required by the Board of Directors, he shall keep in force a
bond in form, amount and with a surety or sureties satisfactory to the Board of
Directors, conditioned for faithful performance of the duties of his office, and
for restoration to the Corporation in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and property of
whatever kind in his possession or under his control belonging to the
Corporation. He shall perform such other duties as may be delegated to him by
the Board of Directors, any Executive Committee, or the President.
SECTION 9. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The Board of
Directors may elect or appoint one or more Assistant Secretaries and one or
more Assistant Treasurers. The Assistant Secretary or Assistant Secretaries,
in the absence or disability of the Secretary, shall perform the duties and
exercise the powers of the Secretary. The Assistant Treasurer or Assistant
Treasurers, in the absence or disability of the Treasurer, shall perform the
duties and exercise the powers of the Treasurer. Any Assistant Treasurer, if
required by the Board of Directors, shall keep in force a bond as provided in
Section 8, Article V. The Assistant Secretaries and Assistant Treasurers, in
general, shall
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perform such duties as shall be assigned to them by the Secretary or by the
Treasurer, respectively, or by the Board of Directors, any Executive Committee,
or the President.
SECTION 10. DELEGATION OF AUTHORITY AND DUTIES BY BOARD OF DIRECTORS.
All officers, employees and agents shall, in addition to the authority
conferred, or duties imposed, on them by these By-Laws, have such authority and
perform such duties in management of the property and affairs of the Corporation
as may be delegated to them by the Board of Directors.
ARTICLE VI
INDEMNIFICATION
SECTION 1. THIRD PARTY ACTIONS. The Corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, 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 attorney 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
Shareholders, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his 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 (a) that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and, (b) with respect to any criminal action or
proceeding, that the person had reasonable cause to believe that his conduct was
unlawful.
SECTION 2. ACTIONS IN THE RIGHT OF THE CORPORATION. The Corporation may
indemnify any person who was or is a party to or is threatened to be made a
party of 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
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 attorney fees)
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actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit 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 Shareholders except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Corporation unless and only to the extent that the court in which
such action or suit was brought shall determine 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 indemnity for such expenses which
such court shall deem proper.
SECTION 3. 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, 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 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 Section 1 and 2 of this
Article VI.
ARTICLE VII
STOCK AND TRANSFERS
SECTION 1. SHARE CERTIFICATES: REQUIRED SIGNATURES. The shares of the
Corporation shall be represented by certificates signed by the Chairman of the
Board of Directors, President or a Vice President and by the Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary of the Corporation, and
may be sealed with the seal of the Corporation or a facsimile thereof. The
signatures of the officers may be facsimiles if the certificate is countersigned
by a transfer agent or registered by a registrar other than the Corporation
itself or its employee. In case any officer who had 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 issue.
SECTION 2. SHARE CERTIFICATES: REQUIRED PROVISIONS. A certificate
representing shares of the Corporation shall state upon its face:
(a) That the Corporation is formed under the laws of this State.
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(b) The name of the person to whom issued.
(c) The number and class of shares, and the designation of the
series, if any, which the certificate represents.
(d) The par value of each share represented by the certificate, or a
statement that the shares are without par value.
A certificate representing shares shall be set forth on its face or back or
state that the Corporation will furnish to a Shareholder upon request and
without charge a full statement of the designation, relative rights, preferences
and limitations of the shares of each class authorized to be issued, and if the
Corporation is authorized to issue any class of shares in series, the
designation, relative rights, preferences and limitations of each series so far
as the same have been prescribed and the authority of the Board of Directors to
designate and prescribe the relative rights, preferences and limitations of
other series.
SECTION 3. REPLACEMENT OF LOST OR DESTROYED SHARE CERTIFICATES. The
Corporation may issue a new certificate for shares or fractional shares in place
of certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Board of Directors may require the owner of the lost or destroyed
certificate, or his legal representative, to give the Corporation a bond
sufficient to indemnify the Corporation against any claim that may be made
against it on account of the alleged lost or destroyed certificate, or the
issuance of such new certificate.
SECTION 4. REGISTERED SHAREHOLDERS. The Corporation shall have the right
to treat the registered holder of any share as the absolute owner thereof, and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Corporation shall
have express or other notice thereof, save as may be otherwise provided by the
statutes of Michigan.
SECTION 5. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint a transfer agent and a registrar of transfers, and may require all
certificates of shares to bear the signature of such transfer agent and of such
registrar of transfers or as the Board may otherwise direct.
ARTICLE VIII
GENERAL PROVISIONS
SECTION 1. DIVIDENDS OR OTHER DISTRIBUTIONS IN CASH OR PROPERTY. By
action of the Board of Directors, the
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Corporation may declare and pay dividends or make other distributions in cash,
its bonds or its property, including the shares or bonds of other corporations,
on its outstanding shares, except when currently the Corporation is insolvent or
would thereby be made insolvent, or when the declaration, payment or
distribution would be contrary to any restriction contained in the Articles of
Incorporation. Dividends may be declared or paid and other distributions may be
made out of surplus only. A dividend paid or any other distribution made, in any
part, from sources other than earned surplus, shall be accompanied by a written
notice (a) disclosing the amounts by which the dividends or distribution affects
stated capital, capital surplus and earned surplus, or (b) if such amounts are
not determinable at the time of the notice, disclosing the approximate effect of
the dividend or distribution upon stated capital, capital surplus and earned
surplus and stating that the amounts are not yet determinable.
SECTION 2. RESERVES. The Board of Directors shall have power and
authority to set apart, out of any funds available for dividends, such reserve
or reserves, for any proper purpose, as the Board in its discretion shall
approve, and the Board shall have the power and authority to abolish any reserve
created by the Board.
SECTION 3. VOTING SECURITIES. Unless otherwise directed by the Board,
the Chairman of the Board or President, or in the case of their absence or
inability to act, the Vice Presidents, in order of their seniority, shall have
full power and authority on behalf of the Corporation to attend and to act and
to vote, or to execute in the name or on behalf of the Corporation a consent in
writing in lieu of a meeting of Shareholders or a proxy authorizing an agent or
attorney-in-fact for the Corporation to attend and vote at any meetings of
security holders of corporations in which the Corporation may hold securities,
and at such meetings he or his duly authorized agent or attorney-in-fact shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities and which, as the owner thereof, the Corporation might have
possessed and exercised if present. The Board by resolution from time to time
may confer like power upon any other person or persons.
SECTION 4. CHECKS. All checks, drafts and orders of the payment of money
shall be signed in the name of the Corporation in such manner and by such
officer or officers or such other person or persons as the Board of Directors
shall from time to time designate for that purpose.
SECTION 5. CONTRACTS, CONVEYANCES, ETC. When the execution of any
contract, conveyance or other instrument has been authorized without
specification of the executing officers the Chairman of the Board, President or
any Vice President, and the Secretary or Assistant Secretary, may execute
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the same in the name and on behalf of this Corporation and may affix the
corporate seal thereto. The Board of Directors shall have power to designate the
officers and agents who shall have authority to execute any instrument in behalf
of the Corporation.
SECTION 6. CORPORATE BOOKS AND RECORDS. The Corporation shall keep books
and records of account and minutes of the proceedings of its Shareholders, Board
of Directors and Executive Committee, if any. The Corporation shall keep at its
registered office, or at the office of its transfer agent within or without this
state, records containing the names and addresses of all Shareholders, the
number, class, and series of shares held by each and the dates when they
respectively became holders of record thereof. Any of such books, records or
minutes may be in written form or in any other form capable of being converted
into written form. The Corporation shall convert into written form without
charge any such record not in such form, upon written request of a person
entitled to inspect them.
SECTION 7. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution by the Board of Directors.
SECTION 8. SEAL. If the Corporation has a corporate seal, it shall have
inscribed thereon the name of the Corporation and the words 'Corporate Seal' and
'Michigan'. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE IX
AMENDMENTS
SECTION 1. These By-Laws may be altered, amended or repealed or new
By-Laws may be adopted (a) at any regular or special meeting of Shareholders at
which a quorum is present or represented, by the affirmative vote of a majority
of the Shareholders entitled to vote, or (b) by the affirmative vote of a
majority of the Board of Directors at any regular or special meeting of the
Board of Directors at which a quorum is present unless the power to do so is
reserved exclusively to the Shareholders by the Articles of Incorporation. Such
action may be taken by written consent or at any meeting of Shareholders or the
Board of Directors; provided, that if notice of any such meeting is required by
these By-Laws, the notice of meeting shall contain notice of the proposed
amendment, repeal or new By-Laws. Any By-Laws hereafter made by the Shareholders
shall not be altered or repealed by the Board.
Dated: December 29, 1986