EXHIBIT 3.4(b)
BY LAWS
OF
CLEAN TECH, INC.
ARTICLE I
CORPORATE POWERS
Section 1. Statutes. All corporate powers are created by the Business
Corporation Act of Michigan, Act 284 of Public Acts of 1972, as amended.
Section 2. All of the corporate powers of this corporation not
expressly reserved to the shareholders by law shall be vested in the Board of
Directors.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of shareholders shall be
held each year on or before ninety (90) days after the expiration of the fiscal
year of the corporation at such time and place as shall be determined by the
Board of Directors for the purpose of electing Directors and of transacting such
other business as may properly be brought before the meeting.
Section 2. Delayed Annual Meetinq. If for any reason the annual meeting
of shareholders shall not be held within the period hereinbefore designated,
such meeting may be called by the President and held as a special meeting and
the same proceedings may be had thereat as at an annual meeting.
Section 3. order of Business. The order of business at the annual
meeting of the shareholders shall be as follows:
Page No. 2
a) Roll call
b) Reading of Notice and proof of mailing
c) Reading and disposal of any unapproved minutes
d) Annual reports of officers and committees
e) Election of Directors
f) Transaction of other business as follows:
1) Unfinished business
2) New business
g) Adjournment
Provided that in the absence of any objection, the presiding officer may vary
the order of business at his discretion.
Section 4. Special Meeting. A special meeting of the shareholders may
be called to be held at such time and place as may be designated by the
President or by a majority of the Board of Directors or by a shareholder or
shareholders holding not less than an aggregate of Twenty-Five percent (25%) of
the outstanding shares of stock of the corporation having the right 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 President or by
a majority of the Board of Directors or by a shareholder or by
shareholders holding not less than an aggregate of Twenty-Five percent
(25%) of the outstanding shares of stock of the corporation having a
right to vote at such special meeting, the Secretary of this
corporation shall prepare, sign and mail the notice requisite to such
meeting.
Section 5. Notice of Meeting. Written notice of the time and place of
every meeting of the shareholders of this corporation shall be served either
personally or by mail not less than ten (10) days nor more than sixty (60) days
before said meeting upon each shareholder of record of the corporation entitled
to vote at such meeting. In the event said meeting is a special meeting of the
shareholders of the corporation, the purpose or purposes for which the meeting
is called shall be set forth in the notice, and no business not mentioned in the
notice shall be transacted at such special meeting. All notices required to be
given by a provision of the Bylaws shall state the authority pursuant to which
they are issued as "Board of Directors" or "shareholders", as the case may be,
and shall bear the written or printed signature of the Secretary. When a notice
is served by mail, such notice shall be deemed duly served when the same has
been deposited in the United States mail with postage fully prepaid, plainly
addressed such to the sendee at his, hers or its latest address appearing upon
the stock ledger of the corporation.
Page No. 3
Section 6. Waiver of Notice. Notice of the time, place and purpose of
any meeting of the shareholders of this corporation may be waived by telegram,
radiogram, cablegram or other writing either before or after such meeting has
been held. Furthermore, whenever all the shareholders shall meet in person or by
proxy, such meeting shall be valid for all purposes, without notice, and at such
meeting any corporation action shall not be invalid for want of notice.
Section 7. Quorum. At every meeting of the shareholders, the holders of
record of a majority of the outstanding shares of stock of the corporation
entitled to vote at such meeting, whether present in person or represented by
proxy, shall constitute a quorum. If less than a quorum shall be present at any
meeting of shareholders, those holders of record of outstanding shares of stock
of the corporation entitled to vote at such meeting, present in person or
represented by proxy, may adjourn the meeting from time to time without further
notice other than by announcement at the meeting until a quorum shall have been
obtained, at which time any business may be transacted which might have been
transacted at the meeting as first convened, had there been a quorum.
Section 8. Record Date. The Board of Directors shall have power to
close the stock transfer books of the corporation for a period not exceeding
forty (40) days preceding the original date fixed for any meeting of the
shareholders or the date for the payment of any dividend or the date for the
allotment of rights or the date when any change or conversion or exchanges of
capital stock shall go into effect. In lieu of closing the stock transfer books
as aforesaid, the Board of Directors may fix in advance a date not exceeding
forty (40) days preceding the original date fixed for any meeting of
shareholders, or the date for the payment of any dividend, or the date for the
allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect as a record date for the determination of the
shareholders entitled to receive payment of any such dividend, or to any such
allotment of rights or to exercise the rights in respect of any such change,
conversion or exchange of capital stock. In such cases, such shareholders and
only such shareholders as shall be shareholders of record on the date so fixed
shall be entitled to such 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, as the case may be, notwithstanding any transfer of any stock on
the books of the corporation or otherwise after any such record date fixed as
aforesaid. Nothing in this section shall affect the rights of shareholder and
his transferee or transferor as between themselves.
Section 9. Voting Rights. At all times each holder of record of common
stock of the corporation shall be entitled to one (1) vote in person or by
proxy for each share of common stock
Page No. 4
standing in his name on the books of the corporation, subject however, to the
full effect of the limitation imposed by the fixed record date for determination
of shareholders set forth in Section 8 of this Article.
Section 10. Inspectors of Election. Whenever any person entitled to
vote at a meeting of the shareholders of this corporation shall request the
appointment of inspectors, the Chairman of the meeting shall appoint not more
than three (3) inspectors who need not be shareholders. If the right of any
person to vote at such meeting shall be challenged, the inspectors shall
determine such right. The inspectors shall receive and count the votes either
upon the election or for the decision of any questions, and shall determine the
result. Their certificate of any vote shall be prima facie evidence thereof.
Section 11. Inspection of List of Shareholders. At least ten (10) days
before every election of Directors, a complete list of shareholders of the
corporation entitled to vote at said election, arranged in alphabetical order,
shall be prepared. Said list shall be kept at the place where said election is
to be held for examination by any registered shareholder of the corporation
entitled to vote at such election. Said list shall be produced and kept at the
time and place of election during the whole time whereof, and shall be subject
to the inspection of any registered shareholder or his proxy who may be present.
Section 12. Inspection of Books of Account and Stock Books. The books
of account and stock books of the corporation, except as may be otherwise
required by the laws of the State of Michigan, may be kept outside of the State
of Michigan, at such place or places as the Board of Directors may, from time to
time, appoint. The Board of Directors shall determine whether and to what extent
the accounts and books of the corporation, or any of them, shall be open to the
inspection of the shareholders, and no shareholder shall have any right to
inspect any account or book or document of the corporation, except as conferred
by law or by resolution of the shareholders or Directors.
Section 13. Proxies. No proxy shall be deemed operative unless and
until signed by the shareholder and filed with the corporation. In the absence
of limitation to the contrary contained in the proxy, the same shall extend to
all meetings of the shareholders and shall remain in force three (3) years from
its date and no longer.
Section 14. Action Without Meeting. Any action required or permitted
by law 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
Page No. 5
all shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporation action without a meeting by less than unanimous
written consent shall be given to shareholders who have not consented in
writing.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Number and Term of Office. The business, property and
affairs of this corporation shall be managed and controlled by a Board of
Directors composed of not less than one (1) and not more than six (6) members.
Each Director shall hold office until the next annual meeting of shareholders of
the corporation and/or until a successor is elected and qualified. Nothing
contained in this section is intended to be construed, or shall be construed, to
prevent the removal of any Director of this corporation.
Section 2. Vacancies. Vacancies in the Board of Directors may be filled
by appointment made by a majority of the remaining Directors. Each person so
elected to fill a vacancy shall be a Director until his successor is elected by
the shareholders who may make such election at the next annual meeting of the
shareholders or any special meeting duly called for that purpose and held prior
thereto.
Section 3. Organizational Meeting. At the place of holding the annual
meeting of shareholders and immediately following the same, the Board of
Directors, as constituted upon final adjournment of such annual meeting, shall
convene, without notice, 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 consent of a majority of the Directors of such new Board.
Section 4. Regular Meeting. Regular meetings of the Board of Directors,
other than the organization meeting of the Board, shall be held at such time and
place as the Board of Directors shall from time to time determine by resolution
of the Board or by Waiver of Notice and Consent. No notice of regular meetings
or the Board shall be required.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President, or any one (1) of the
Directors in office at the time of giving reasonable notice, either personally
or by mail or telegram, of the time, place and purpose of such meeting. Any
action taken at any such meeting shall not be invalidated for want of notice if
such notice shall be waived as herein provided.
Page No. 6
Section 6. Waiver of Notice. Notice of the time, place and purpose of
any meeting of the Board of Directors of this corporation may be waived in
writing or by telegram, radiogram, cablegram, either before or after the meeting
has been held. Any director shall, however, be deemed to have waived notice by
his attendance at any meeting.
Section 7. Quorum. A majority of the Directors in office, including any
vacancies at the time of a meeting of the Board, shall constitute a quorum for
the transaction of business. If there shall be less than a quorum present at any
meeting of the Board of Directors, a majority of the Directors present may
adjourn the meeting from time to time without notice other than announcement at
the meeting until a quorum shall be present, at which time any business may be
transacted which might have been transacted at the meeting as first convened
had there been a quorum present. The acts of a majority of the directors present
at any meeting at which a quorum is present shall be the acts of the Board
unless otherwise provided by law, the Articles of Incorporation or the Bylaws.
Section 8. Action by Unanimous Written Consent. Any action required or
permitted to be taken by the Board of Directors at a regular or special meeting
of the Board, may be taken without a meeting of the Board, if, before or after
the action, all members of the board consent thereto in writing. Said consent in
writing and the action taken thereon shall be evidenced by appropriate
memorandum in the minute book of this corporation; and the execution of said
consent in writing by the Directors shall constitute a waiver of the notice
requirements set forth in the statutes of the State of Incorporation of the
corporation, or Bylaws of this corporation which might otherwise invalidate said
action.
Section 9. Election of Officers. The Board of Directors of the
corporation shall select a President, a Secretary and a Treasurer and may select
one (1) or more Vice-Presidents, an Assistant Secretary and/or an Assistant
Treasurer. One individual may hold two officer positions. None of said officers,
except the President, need be a Director, but a Vice-President who is not also a
Director shall not succeed to or fill the office of President.
Section 10. Other Officers and Agents. The Board of Directors shall
have power to appoint such other offices and agents as the Board may deem
necessary for the transaction of the business of the corporation, including the
power to appoint one (1) or more attorneys-in-fact to convey or deal with
corporate real estate.
Section 11. Removal of Officers and Agents. Any officer or agent may be
removed by the Board of Directors whenever, in the judgment of the Board, the
business interests of the corporation will be served thereby.
Page No. 7
Section 12. Power to Fill Vacancies. The Board shall have power to fill
any vacancy in any office occurring from any reason whatsoever.
Section 13. Delegation of Powers. For any reason deemed sufficient by
the Board of Directors, whether occasioned by absence or otherwise, the Board
may delegate all or any of the powers and duties of any officer to any other
officer or Director, but no officer or Director shall execute, acknowledge or
verify any instrument in more than one capacity.
Section 14. Bonds. The Board of Directors may require any officer,
employee or agent to file with the corporation a satisfactory bond conditioned
for the faithful performance of his duties.
Section 15. Compensation. The compensation of Directors and officers
shall be fixed by the Board.
ARTICLE IV
EXECUTIVE COMMITTEE
The Board of Directors may appoint an Executive Committee constituted
of not less than three (3) nor more than five (5) members, one of whom shall be
the President of the corporation, which committee shall, except as to matters
upon which the Board of Directors has acted, have and exercise the full power of
the Board of Directors in the management of the business and affairs of the
corporation, and shall also have the power to authorize the seal of the
corporation to be affixed to all papers which may require it. The Executive
Committee shall keep a record of its proceedings, meetings and acts, and shall
report these proceedings, meetings and acts to the Board of Directors at the
regular meetings thereof held next after they have been taken, held or done.
ARTICLE V
OFFICERS
Section 1. Chairman of the Board of Directors. The Board of Directors,
may, at its discretion, select a Chairman of the Board of Directors who shall
preside at all meetings of the Board of Directors at which he may be present,
and shall have such other powers and duties as the Board of Directors may
prescribe.
Section 2. President. The President shall be selected by and from the
membership of the Board of Directors. He
Page No. 8
shall be the Chief Executive officer of the corporation. He shall preside at all
meetings of the Board of Directors. He shall, subject to the control of the
Board of Directors, have general and active management of the business of the
corporation, with such general powers and duties of supervision and management
as are usually vested in the office of President of a corporation. He shall see
that all orders and resolutions of the Board of Directors are carried into
effect, and shall have such other powers and duties as may be assigned to him by
the Board of Directors. The President shall have complete and full control over
any and all expenditures made by any of the corporation's employees, officers,
agents or representatives.
Section 3. Vice-Presidents. The Board of Directors may select one or
more Vice-Presidents, who, subject to the control of the President, shall have
such powers and duties as may be assigned to each of them by the Board of
Directors. Such Vice-Presidents, as are Directors, in the order of their
seniority, shall perform the duties and exercise the powers of the President
during the absence or disability of the President and Executive Vice-President.
Section 4. Secretary. The Secretary shall be selected by the Board of
Directors. Subject to the control of the President, he shall attend all meetings
of the shareholders and of the Board of Directors and shall preserve, in the
books of the corporation, true minutes of the proceedings at all such meetings.
He shall give all notices required by statute, Bylaw or resolution. He shall
safely keep in his custody the seal of the corporation and shall have such
additional powers and duties as may be assigned to him by the Board of
Directors.
Section 5. Treasurer. The Treasurer shall be selected by the Board of
Directors. Subject to the control of the President, he 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 money, 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, taking proper vouchers for such disbursements, and shall
render to the President and directors at the regular meetings of the board and
whenever requested by them, an account of all his transactions as Treasurer. He
shall, in general, perform all duties incident to the office of Treasurer and
shall have such additional powers and duties as may be assigned to him by the
Board of Directors.
Section 6. Assistant Secretary. The Board of Directors may select one
or more Assistant Secretaries. Subject to the control of the President and the
Secretary, the Assistant Secretary shall have such powers and perform such
duties as may be
Page No. 9
assigned to him by the Board of Directors. The Assistant Secretary, in the
absence or disability of the Secretary, shall perform the duties and exercise
the powers of the Secretary.
Section 7. Assistant Treasurer. The Board of Directors may select one
or more Assistant Treasurers. Subject to the control of the President and the
Treasurer, the Assistant Treasurer shall have such powers and perform such
duties as may be assigned to him by the Board of Directors. The Assistant
Treasurer, in the absence or disability of the Treasurer, shall perform the
duties and exercise the power of the Treasurer.
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS AND EMPLOYEES
Section 1. Indemnification. 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 (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 interest 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 presumption 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, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
Section 2. Suit By Or In Right of Corporation. 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
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
Page No. 10
expenses (including attorneys' fees) 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 and 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. Indemnification Against Expenses. To the extent that a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding referred to
in Section 1 or 2 of this Article VI, in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith. Any
indemnification under Section 1 or 2 above (unless ordered by a Court) shall be
made by the corporation if authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in Sections 1 and 2 above. Such determination shall be made either (1) by
a majority vote of a quorum of the Board of Directors, consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such quorum
is not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion, or (3) by the
shareholders.
Section 4. Reimbursement of Expenses, Time of Payment. The Board of
Directors may direct that expenses incurred in defending a civil or criminal
action, suit or proceeding described in Section 1 or 2 above, may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized in the manner provided in Section 3 above, upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent to
repay such amount unless it shall ultimately be determined by the Board of
Directors that he is entitled to be indemnified by the corporation.
Section 5. Other Indemnity. The foregoing right of indemnification
shall not preclude any indemnification of any such director or officer, or any
employee or other person acting for or in the interests of the corporation, to
which such director, officer, employee or other person may be entitled by law or
by virtue of any document or agreement, or which may be legally provided or
afforded by or under any action by the shareholders
Page No. 11
and/or directors of this corporation. All rights of indemnification shall inure
to the benefit of the heirs, executors, and administrators and assigns of the
person involved.
ARTICLE VII
CAPITAL STOCK
Section 1. Certificates. Every shareholder of this corporation shall be
entitled to a certificate of his shares of stock in the corporation signed by
the President and the Secretary or the Treasurer under the seal of the
corporation, certifying the number and class of shares represented by such
certificates, which certificates shall state the terms and provisions of all
classes of shares, and, if such shares are not fully paid, the amount paid. In
case any officer or officers, who shall have signed or whose facsimile signature
or signatures shall have been used on any such certificate or certificates,
shall cease to be such officer or officers of the corporation, whether because
of death, resignation or otherwise, before such certificate or certificates
shall have been delivered by the corporation, such certificate or certificates
may nevertheless be adopted by the corporation and delivered as though the
person or persons who signed such certificate or certificates or whose facsimile
signature or signatures shall have been used thereon had not ceased to be such
officer or officers of the corporation.
Section 2. Transfer. Shares shall be transferable only on the books of
the corporation by the person named in the certificate, or by attorney lawfully
constituted in writing, and upon surrender of the certificate thereof. A record
shall be made of every such transfer and issue. Whenever any transfer is made
for collateral security and not absolutely, the fact shall be so expressed in
the entry of such transfer.
Section 3. Registered Shareholders. The corporation shall have the
right to treat the 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 statute.
Section 4. Lost or Destroyed Certificate. In the case of loss or
destruction of any certificate of stock, another may be issued in its place upon
proof of such loss or destruction, and upon giving a satisfactory bond of
indemnity to the corporation and/or to the transfer agent and registrar of such
stock, in such sum as the Board of Directors may provide.
Page No. 12
Section 5. Regulations. The Board of Directors shall have power and
authority to make such rules and regulations as the Board shall deem expedient
regulating the issue, transfer and registration of certificates for shares of
this corporation.
ARTICLE VIII
DIVIDENDS AND RESERVES
Section 1. Sources. The Board of Directors shall have power and
authority to declare dividends from the following sources:
a) From earned surplus;
b) From any other source or sources which may be permitted
by statute.
In determining earned surplus, the judgment of the Board shall be conclusive in
the absence of bad faith or gross negligence.
Section 2. Manner of Payment. Dividends may be paid in cash, property,
in obligations of the corporation, or in shares of the capital stock of the
corporation.
Section 3. 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 power and authority to abolish any reserve
created by the Board.
ARTICLE IX
EXECUTION OF INSTRUMENTS
Section 1. Money Instruments. All checks, drafts, and orders for
payment of money shall be signed in the name of the corporation, and shall be
countersigned by such officers or agents and in such manner, including the use
of a single facsimile signature as the Board of Directors shall from time to
time designate as for that purpose.
Section 2. Other Instruments. The Board of Directors shall have power
to designate the officers and agents who have authority to execute any contract,
conveyance or other instrument or document in behalf of this corporation. When
the execution of any contract, conveyance of other instrument or
Page No. 13
document has been authorized without specification of the executing officers,
the President may execute the same in the name and in behalf of this corporation
and may affix the corporate seal thereto, or any Vice President, and the
Secretary, or the Assistant Secretary, may execute the same in the name and in
behalf of this corporation and may affix the corporate seal thereto.
ARTICLE X
FISCAL YEAR
Section 1. The fiscal year of this corporation shall be determined by
the Board of Directors.
ARTICLE XI
AMENDMENT OF BYLAWS
Section 1. The Shareholders or the Board of Directors of the
corporation shall have the power at any regular or special meeting of the
shareholders or Board to alter, amend, add to, rescind or repeal the Bylaws of
the corporation by the affirmative vote of the holders of record of a majority
of the outstanding shares of stock of the corporation entitled to vote at such
meeting, or by a majority of the directors in office, including any vacancies,
at the time of the meeting of the Board at which such change is sought to be
adopted, provided that the directors may not amend the Bylaws so as to affect
the qualification, classification, term of office or number of directors, or the
rights of any class of shareholders.