EXHIBIT 3(ii)
BYLAWS
OF
COMMUNITY SHORES BANK CORPORATION
(AS AMENDED AND RESTATED JUNE 28, 2006)
ARTICLE I.
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office shall be in Roosevelt
Park, State of Michigan.
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.
MEETINGS OF SHAREHOLDERS
SECTION 1. TIMES AND PLACES OF MEETINGS. All meetings of the shareholders
shall be held at such times and places, within or without the State of Michigan,
as may be fixed from time to time by the board of directors. If no designation
of the place of a meeting is made, such meeting shall be held at the principal
office of the Corporation in Roosevelt Park, Michigan.
SECTION 2. ANNUAL MEETINGS. Annual meetings of the shareholders shall be
held each year at such time on such business day in the month of April or May as
may be designated by the board of directors, or if no such designation is made,
at 2 p.m. on the second Thursday in May, or if that day is a legal holiday, then
on the next succeeding business day at such place and hour as shall be fixed by
the board of directors.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by resolution of a majority of the board of directors or by the Chairman
of the Board and shall be held on a date fixed by the board of directors or the
Chairman of the Board.
SECTION 4. NOTICE OF MEETINGS. Written notice of the date, time, place, if
any, and purposes of a shareholder meeting shall be given not less than 10 nor
more than 60 days before the date of the meeting, either personally, by mail,
or, if authorized by the board of directors, by a form of electronic
transmission to which the shareholder has consented, to each shareholder of
record entitled to vote at the meeting. For the purposes of these Bylaws,
"electronic transmission" means any form of communication that does not directly
involve the physical transmission of paper, that creates a record that may be
retained and retrieved by the recipient
and that may be reproduced in paper form by the recipient through an automated
process. Notice of the purposes of the meeting shall include notice of any
shareholder proposals that are proper subjects for shareholder action and are
intended to be presented by shareholders who have notified the corporation in
writing of their intention to present the proposals at the meeting in accordance
with these Bylaws. Notice of a meeting need not be given to any shareholder who
signs a waiver of notice before or after the meeting. Attendance of a
shareholder at a meeting shall constitute both (a) a waiver of notice or
defective notice except when the shareholder attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to holding the meeting or
transacting any business because the meeting has not been lawfully called or
convened, and (b) a waiver of objection to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, except when the shareholder objects to considering the matter
when it is presented.
SECTION 5. SHAREHOLDER PROPOSALS. Except as otherwise provided by statute,
the Corporation's Articles of Incorporation, or these Bylaws:
(a) No matter may be presented for shareholder action at an annual or
special meeting of shareholders unless such matter is: (i) specified in the
notice of the meeting (or any supplement to the notice) given by or at the
direction of the board of directors; (ii) otherwise presented at the
meeting by or at the direction of the board of directors; (iii) properly
presented for action at the meeting by a shareholder in accordance with the
notice provisions set forth in this Section and any other applicable
requirements; or (iv) a procedural matter presented, or accepted for
presentation, by the chairman of the meeting in his sole discretion.
(b) For a matter to be properly presented by a shareholder, the
shareholder must have given timely notice of the matter in writing to the
Secretary of the Corporation. To be timely, the notice must be delivered to
or mailed to and received at the principal executive offices of the
Corporation not less than 120 calendar days prior to the date corresponding
to the date of the Corporation's proxy statement or notice of meeting
released to shareholders in connection with the last preceding annual
meeting of shareholders in the case of an annual meeting (unless the
Corporation did not hold an annual meeting within the last year, or if the
date of the upcoming annual meeting changed by more than 30 days from the
date of the last preceding meeting, then the notice must be delivered or
mailed and received not more than 10 days after the earlier of the date of
the notice of the meeting or public disclosure of the date of the meeting),
and not more than 10 days after the earlier of the date of the notice of
the meeting or public disclosure of the date of the meeting in the case of
a special meeting. The notice by the shareholder must set forth: (i) a
brief description of the matter the shareholder desires to present for
shareholder action; (ii) the name and record address of the shareholder
proposing the matter for shareholder action; (iii) the class and number of
shares of capital stock of the Corporation that are beneficially owned by
the shareholder; and (iv) any material interest of the shareholder in the
matter proposed for shareholder action. For purposes of this Section,
"public disclosure" means disclosure in a press release reported by the Dow
Jones News Service, Associated Press or other comparable national financial
news service or in a document publicly filed by the Corporation with the
Securities and
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Exchange Commission pursuant to Section 13, 14, or 15 of the Securities
Exchange Act of 1934, as amended.
SECTION 6. SHAREHOLDER LIST. The officer or agent who has charge of the
stock ledger of the Corporation shall prepare and make a complete list of the
shareholders entitled to vote at each meeting, arranged by class or series of
shares in alphabetical order, showing the address of and the number of shares
registered in the name of each shareholder. The list shall be produced and kept
at the time and place of the meeting and may be inspected during the whole time
of the meeting by any shareholder who is present at the meeting.
SECTION 7. QUORUM. Unless a greater or lesser quorum is provided in the
Articles of Incorporation or Bylaws, shares entitled to cast a majority of the
votes at a meeting constitute a quorum at the meeting. Except when the holders
of a class or series of shares are entitled to vote separately on an item of
business, shares of all classes and series entitled to vote shall be combined as
a single class and series for the purpose of determining a quorum. When the
holders of a class or series of shares are entitled to vote separately on an
item of business, shares of that class or series entitled to cast a majority of
the votes of that class or series at a meeting constitute a quorum of that class
or series at the meeting, unless a greater or lesser quorum is provided in the
Articles of Incorporation or by law. If there is no quorum, the officer of the
Corporation presiding as chairman of the meeting shall have the power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present, when any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum. However, if the adjournment is for more than thirty (30) days, or if
after the adjournment the board fixes a new record date for the adjourned
meeting, notice of the time, place and purposes of such meeting shall be given
to each shareholder of record on the new record date. Once a quorum is
determined to be present, 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. If a meeting is
adjourned solely for the purpose of receiving the results of voting by
shareholders, such meeting need not be reconvened. If not reconvened, such
meeting shall stand adjourned pending submission of the results of voting to the
Secretary of the Corporation, whereupon such meeting shall stand adjourned until
the next regular or special meeting of shareholders.
SECTION 8. VOTE REQUIRED. When a quorum is present at a meeting, any action
to be taken by a vote of the shareholders, other than the election of directors,
shall be authorized by a majority of the votes cast by the holders of shares
entitled to vote on the action, unless a greater vote is required by the
Articles of Incorporation or express provision of statute. Except as otherwise
provided by the Articles of Incorporation, directors shall be elected by a
plurality of the votes cast at an election.
SECTION 9. VOTING RIGHTS. Except as otherwise provided by the Articles of
Incorporation or the resolution or resolutions of the board of directors
creating any class of stock, each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such shareholder.
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SECTION 10. PROXIES. A shareholder entitled to vote at a shareholder
meeting or to express consent or dissent without a meeting may authorize one or
more other persons to act for the shareholder by proxy only by one of the
following methods:
(a) The execution of a writing authorizing another person or persons
to act for the shareholder as proxy. Execution may be accomplished by the
shareholder or by an authorized officer, director, employee, or agent of
the shareholder by either signing the writing or causing his or her
signature to be affixed to the writing by any reasonable means including,
but not limited to, facsimile signature; or
(b) Transmitting or authorizing the transmission of a telegram,
cablegram, or other means of electronic transmission to the person who will
hold the proxy or to a proxy solicitation firm, proxy support service
organization, or similar agent fully authorized by the person who will hold
the proxy to receive that transmission. Any telegram, cablegram, or other
means of electronic transmission must either set forth or be submitted with
information from which it can be determined that the telegram, cablegram,
or other electronic transmission was authorized by the shareholder. If a
telegram, cablegram, or other electronic transmission is determined to be
valid, the inspectors, or, if there are no inspectors, the persons making
the determination shall specify the information upon which they relied.
A copy, facsimile telecommunication, or other reliable reproduction of the
writing or transmission created pursuant to subsections (a) or (b) may be
substituted or used in lieu of the original writing or transmission for any
purpose for which the original writing or transmission could be used, if the
copy, facsimile telecommunication, or other reproduction is a complete
reproduction of the entire original writing or transmission.
A proxy is not valid after the expiration of three years from its date
unless otherwise provided in the proxy. A proxy must be filed with the
Corporation at or before the meeting.
SECTION 11. CONDUCT OF MEETINGS. Meetings of shareholders generally shall
follow accepted rules of parliamentary procedure, subject to the following:
(a) The chairman of the meeting shall have absolute authority over
matters of procedure, and there shall be no appeal from the ruling of the
chairman. If, in his or her absolute discretion, the chairman deems it
advisable to dispense with the rules of parliamentary procedure as to any
meeting of shareholders or part thereof, he or she shall so state and shall
clearly state the rules under which the meeting or appropriate part thereof
shall be conducted.
(b) If disorder should arise which, in the absolute discretion of the
chairman, prevents the continuation of the legitimate business of the
meeting, the chairman may quit the chair and announce the adjournment of
the meeting, and upon his or her so doing, the meeting is immediately
adjourned without the necessity of any vote or further action of the
shareholders.
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(c) The chairman may require any person who is not a bona fide
shareholder of record on the record date, or a validly appointed proxy of
such a shareholder, to leave the meeting.
(d) The chairman may introduce nominations, resolutions or motions
submitted by the board of directors for consideration by the shareholders
without a motion or second. Except as the chairman shall direct, a
resolution or motion not submitted by the board of directors shall be
considered for a vote only if presented in the manner provided in Article
II, Section 5, of these Bylaws.
(e) When all shareholders present at a meeting in person or by proxy
have been offered an opportunity to vote on any matter properly before a
meeting, the chairman may at his or her discretion declare the polls to be
closed, and no further votes may be cast or changed after such declaration.
If no such declaration is made by the chairman, the polls shall remain open
and shareholders may cast additional votes or change votes until the
inspectors of election have delivered their final report to the chairman.
(f) When the chairman has declared the polls to be closed on all
matters then before a meeting, the chairman may declare the meeting to be
adjourned pending determination of the results by the inspectors of
election. In such event, the meeting shall be considered adjourned for all
purposes, and the business of the meeting shall be finally concluded upon
delivery of the final report of the inspectors of election to the chairman
at or after the meeting.
(g) When the chairman determines that no further matters may properly
come before a meeting, he or she may declare the meeting to be adjourned,
without motion, second, or vote of the shareholders.
(h) When the chairman has declared a meeting to be adjourned, unless
the chairman has declared the meeting to be adjourned until a later date,
no further business may properly be considered at the meeting even though
shareholders or holders of proxies representing a quorum may remain at the
site of the meeting.
SECTION 12. INSPECTORS OF ELECTION. The board of directors or, if they
shall not have so acted, the chairman, may appoint at or prior to any meeting of
shareholders one or more persons (who may be directors or employees of the
Corporation) to serve as inspectors of election. The inspectors so appointed
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 or ballots, hear and determine
challenges and questions arising in connection with the right to vote, count and
tabulate votes or ballots, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all shareholders.
SECTION 13. VOTING. When any vote is taken by written ballot at any meeting
of shareholders, an unrevoked proxy submitted in accordance with its terms shall
be accepted in lieu of, and shall be deemed to constitute, a written ballot
marked as specified in such proxy.
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ARTICLE III.
RECORD DATE
SECTION 1. FIXING OF RECORD DATE BY BOARD. For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or to express consent to or dissent
from any corporate action in writing without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
distribution or allotment of any rights or evidences of interests arising out of
any change, conversion or exchange of capital stock, or for the purpose of any
other action, the board of directors may fix, in advance, a date as the record
date for any such determination of shareholders. Such date shall not be more
than sixty (60) days nor less than ten (10) days before the date of any such
meeting, nor more than sixty (60) days prior to the effectuation of any other
action proposed to be taken. Only shareholders of record on a record date so
fixed shall be entitled to notice of, and to vote at, such meeting or to receive
payment of any dividend or the distribution or allotment of any rights or
evidences of interests arising out of any change, conversion or exchange of
capital stock.
SECTION 2. PROVISION FOR RECORD DATE IN THE ABSENCE OF BOARD ACTION. If a
record date is not fixed by the board of directors: (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 entitled to express consent to corporate action in writing, without
a meeting, when no prior action by the board of directors is necessary, shall be
the day on which the first written consent is expressed; and (c) the record date
for determining shareholders for any other purpose shall be the close of
business on the day on which the resolution of the board relating thereto is
adopted.
SECTION 3. ADJOURNMENTS. 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 Article, the determination applies to any adjournment of the
meeting, unless the board fixes a new record date for the adjourned meeting.
ARTICLE IV.
DIRECTORS
SECTION 1. NUMBER AND QUALIFICATION OF DIRECTORS. Each director shall be at
least twenty-one (21) years of age. A director need not be a shareholder, a
citizen of the United States, or a resident of the State of Michigan. The number
of directors shall be fixed by resolution of the board of directors as provided
in the Articles of Incorporation.
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SECTION 2. VACANCIES. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors shall be filled in the
manner provided in the Articles of Incorporation.
SECTION 3. POWERS. The business and affairs of the Corporation shall be
managed by its board of directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders.
SECTION 4. FEES AND EXPENSES. The directors may be paid their expenses, if
any, of attendance at each meeting of the board of directors and may be paid a
fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
SECTION 5. RESIGNATION AND REMOVAL. Any director may resign at any time and
such resignation shall take effect upon receipt of written notice thereof by the
Corporation, or at such subsequent time as set forth in the notice of
resignation. Directors may be removed only as provided by statute or the
Articles of Incorporation.
ARTICLE V.
MEETINGS OF DIRECTORS
SECTION 1. PLACE OF MEETINGS. The board of directors of the Corporation may
hold meetings, both regular and special, either within or without the State of
Michigan.
SECTION 2. FIRST MEETING OF NEWLY ELECTED BOARD. The first meeting of each
newly elected board of directors shall be held immediately following the annual
meeting of shareholders, and no notice of such meeting shall be necessary to the
newly elected directors to legally constitute the meeting, provided a quorum
shall be present. In the event such meeting is not held immediately following
the annual meeting of shareholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
SECTION 3. REGULAR MEETINGS. Regular meetings of the board of directors may
be held with or without notice at such time and at such place as shall from time
to time be determined by the board.
SECTION 4. SPECIAL MEETINGS. Special meetings of the board may be called by
the Chairman of the Board, any Vice Chairman of the Board, or the President on
two (2) days' notice to each director, either personally, by mail or by
electronic transmission to which the director has consented; special meetings
shall be called by the Chairman of the Board, a Vice
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Chairman of the Board, or the President in like manner and on like notice on the
written request of two (2) directors.
SECTION 5. PURPOSE NEED NOT BE STATED. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice of such meeting.
SECTION 6. QUORUM. At all meetings of the board of directors a majority of
the total number of directors shall constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at any meeting at
which there is a quorum shall be the acts of the board of directors, except as
may be otherwise specifically provided by statute or by the Articles of
Incorporation. If a quorum is not 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 is
present.
SECTION 7. ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at a meeting of the board of directors or a committee of the board may be
taken without a meeting if, before or after the action, all members of the board
then in office or of the committee consent to the action in writing or by
electronic transmission. The written consents shall be filed with the minutes of
the board or committee. The consent has the same effect as a vote of the board
or committee at a meeting duly called and held on any effective date specified
in the consent or, if none, the date on which the last required consent is
received by the Corporation for all purposes.
SECTION 8. ELECTRONIC PARTICIPATION IN MEETING. A member of the board of
directors or of a committee of the board may participate in a meeting by means
of conference telephone or other means of remote communication through which all
persons participating in the meeting can communicate with each other. Such
participation in a meeting constitutes presence in person at the meeting. A
director must be permitted to participate in a meeting by such means if the
director so requests.
SECTION 9. WAIVER OF NOTICE. Attendance of a director at or participation
in a meeting of the board of directors or any committee constitutes a waiver of
notice of the meeting, except where a director attends a meeting for the express
purpose of objecting, at the beginning of the meeting or upon his or her
arrival, to the meeting or the transaction of any business because the meeting
has not lawfully been called or convened, and the person does not thereafter
vote for or assent to any action taken at the meeting. Notice of any meeting of
the board or a committee need not be given to any person entitled thereto who
waives such notice in writing or by electronic transmission, either before or
after the meeting.
SECTION 10. EXECUTIVE SESSION. An executive session of the board of
directors may be held at any regular or special meeting of the board of
directors at the request of the Chairman of the Board, any Vice Chairman of the
Board, or any two directors. Directors who are employees of the Corporation or
any of its subsidiaries shall be excused from and not be present during an
executive session. No notice of a meeting held in executive session need be
given if the executive session is held during or immediately following a meeting
of the board of directors.
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The Chairman of the Board, any Vice Chairman of the Board, or any two Directors
may call a special meeting of the board of directors to be held only in
executive session. Notice of a special meeting to be held only in executive
session shall be given to all Directors in the manner provided in these Bylaws
for special meetings of the board of directors. The Chairman of the Board, if
present, the more senior Vice Chairman of the Board present, or a director
selected by the directors in executive session shall serve as chairman of the
meeting in executive session. The board of directors meeting in executive
session will be a committee of the board of directors which will have, and may
exercise, the full power and authority of the board of directors, including
without limitation the power and authority to declare distributions and
dividends and to authorize the issuance of stock.
SECTION 11. CHAIRMAN OF THE BOARD. The board of directors, at its first
meeting after the annual meeting of shareholders, or as soon as practical after
the election of directors each year, shall appoint from its members a Chairman
of the Board. The Chairman of the Board shall preside at meetings of the board
of directors and meetings of the shareholders, at which the Chairman of the
Board is present and able to preside. The board of directors may at any time
designate another of its members to replace and serve as Chairman of the Board.
Unless expressly determined otherwise by the board of directors with respect to
a particular director serving as Chairman of the Board, the position of Chairman
of the Board shall not be deemed an officer position of the Corporation.
SECTION 12. VICE CHAIRMEN OF THE BOARD. The board of directors may at any
time appoint from its members one or more Vice Chairmen of the Board. In case of
the absence or inability to act of the Chairman of the Board, the duties of the
Chairman of the Board shall be performed by the Vice Chairmen of the Board in
the order of their seniority or such other priority as may be established by the
board of directors. Unless expressly determined otherwise by the board of
directors with respect to a particular director serving as a Vice Chairman of
the Board, the position of Vice Chairman of the Board shall not be deemed an
officer position of the Corporation.
ARTICLE VI.
COMMITTEES OF DIRECTORS
SECTION 1. COMMITTEES. The board of directors may from time to time appoint
committees, whose membership shall consist of such members of the board of
directors as it may deem advisable, to serve at the pleasure of the board. The
board of directors may also appoint directors to serve as alternates for members
of each committee in the absence or disability of regular members. The board of
directors may fill any vacancies in any committee as they occur.
SECTION 2. EXECUTIVE COMMITTEE. The Executive Committee, if there is one,
shall have and may exercise the full powers and authority of the board of
directors in the management of the business affairs and property of the
Corporation during the intervals between meetings of the board of directors. The
Executive Committee shall also have the power and authority to declare
distributions and dividends and to authorize the issuance of stock.
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SECTION 3. AUDIT COMMITTEE. The Audit Committee will perform the function
of an audit committee for the Corporation and each of it's subsidiaries as that
function is defined in the Audit Committee Charter adopted by the board of
directors from time to time. The Audit Committee shall have the authority,
responsibilities and powers provided in the Audit Committee Charter, any
resolutions adopted by the board of directors from time to time, and any
applicable laws and regulations. The members of the Audit Committee shall have
the qualifications set forth in the Audit Committee Charter, any resolutions
adopted by the board of directors from time to time, and any applicable laws and
regulations.
SECTION 4. COMPENSATION COMMITTEE. The Compensation Committee will perform
the function of a compensation committee for the Corporation and each of its
subsidiaries as that function is defined in the Compensation Committee Charter
adopted by the board of directors from time to time. The Compensation Committee
shall have the authority, responsibilities, and powers provided in the
Compensation Committee Charter, any resolutions adopted by the board of
directors from time to time, and any applicable laws and regulations. The
members of the Compensation Committee shall have the qualifications set forth in
the Compensation Committee Charter, any resolutions adopted by the board of
directors from time to time, and any applicable laws and regulations.
SECTION 5. GOVERNANCE COMMITTEE. The Governance Committee will perform the
function of a governance and nominations committee for the Corporation and each
of its subsidiaries as that function is defined in the Governance Committee
Charter adopted by the board of directors from time to time. The Governance
Committee shall have the authority, responsibilities, and powers provided in the
Governance Committee Charter, any resolutions adopted by the board of directors
from time to time, and any applicable laws and regulations. The members of the
Governance Committee shall have the qualifications set forth in the Governance
Committee Charter, any resolutions adopted by the board of directors from time
to time, and any applicable laws and regulations.
SECTION 6. OTHER COMMITTEES. The board of directors may designate such
other committees as it may deem appropriate, and such committees shall exercise
the authority delegated to them.
SECTION 7. MEETINGS. Each committee provided for above shall meet as often
as its business may require and may fix a day and time for regular meetings,
notice of which shall not be required. Whenever the day fixed for a meeting
shall fall on a holiday, the meeting shall be held on the following business day
or on such other day as the chairman of the committee may determine. Special
meetings of committees may be called by any member, and notice thereof may be
given to the members personally, by telephone, by mail, or by electronic
transmission. A majority of the members of a committee shall constitute a quorum
for the transaction of the business of the committee. A record of the
proceedings of each committee shall be kept and presented to the board of
directors.
SECTION 8. SUBSTITUTES. In the absence or disqualification of a member of a
committee, the members thereof present at a meeting and not disqualified from
voting, whether or not they constitute a quorum, may unanimously appoint any
other member of the board who
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has the qualifications, if any, set forth in the committee charter to act at the
meeting in place of such absent or disqualified member.
ARTICLE VII.
OFFICERS AND TITLED POSITIONS
SECTION 1. APPOINTMENT OF OFFICERS. The board of directors at its first
meeting after the annual meeting of shareholders, or as soon as practicable
after the election of directors in each year, shall appoint a President, a
Secretary, and a Treasurer, all of whom shall be officers of the Corporation.
The board of directors may also appoint a Chief Executive Officer and one or
more Vice Presidents, and expressly designate such other individuals as it may
deem proper, to be officers of the Corporation, with such titles as the board of
directors may deem appropriate. Unless the board of directors appoints another
person to serve as Chief Executive Officer of the Corporation, the President
shall be the Chief Executive Officer of the Corporation. The dismissal of an
officer, the appointment of an officer to fill the office of one who has been
dismissed or has ceased for any reason to be an officer, the appointment of any
additional officers, and the change of an officer to a different or additional
office, may be made by the board of directors at any later meeting. Any two or
more offices may be filled by the same person.
SECTION 2. APPOINTMENTS TO TITLED POSITIONS. The board of directors or the
Chief Executive Officer, may from time to time appoint individuals to fill
titled positions. Holders of titled positions who may from time to time be
appointed pursuant to this Section shall hold such titles as are assigned by the
board of directors or the Chief Executive Officer and shall perform such duties
and exercise such authority as may be assigned by the board of directors or the
Chief Executive Officer. Dismissal of the holder of a titled position,
appointment of a replacement for a holder of a titled position, appointment of
any additional titled position holders, and change of a titled position holder
to a different or additional position, may be made by the board of directors or
the Chief Executive Officer. Any two or more titled positions may be filled by
the same person.
SECTION 3. AUTHORITY OF OFFICERS. The President, the Secretary, the
Treasurer, and such other persons as the board of directors shall have appointed
and expressly designated as officers shall be the only officers of the
Corporation. Only the officers of the Corporation shall have discretionary
authority to determine the fundamental policies of the Corporation. Holders of
titled positions who have not been expressly designated as officers of the
Corporation in this Section or by the board of directors shall not be officers
of the Corporation regardless of their titles.
SECTION 4. AUTHORITY OF TITLED POSITIONS. Holders of titled positions who
are not officers shall not have discretionary authority to determine fundamental
policies of the Corporation and shall not, by reason of holding such titled
positions, be entitled to have access to any files, records or other information
relating or pertaining to the Corporation, its business and finances, or to
attend or receive the minutes of any meetings of the board of directors or any
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committee of the Corporation, except as and to the extent expressly authorized
and permitted by the board of directors or the Chief Executive Officer.
SECTION 5. TERM OF SERVICE. Each officer and holder of a titled position
shall serve at the pleasure of the board. The board of directors may remove any
officer or holder of a titled position from that office or position for cause or
without cause. Any officer or holder of a titled position may resign his or her
office or position at any time, such resignation to take effect upon receipt of
written notice thereof by the Corporation unless otherwise specified in the
resignation.
SECTION 6. PRESIDENT. The President shall, subject to the direction of the
board of directors, see that all orders and resolutions of the board are carried
into effect, and shall perform all other duties necessary or appropriate to his
or her office, subject, however, to his or her right and the right of the
directors to delegate any specific powers to any other officer or officers of
the Corporation.
SECTION 7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, in
addition to his or her other duties, shall have final authority, subject to the
control of the board of directors, over the general policy and business of the
Corporation. The Chief Executive Officer shall have the power, subject to the
control of the board of directors, to appoint, suspend or discharge and to
prescribe the duties and to fix the compensation of such agents and employees of
the Corporation, other than the officers appointed by the board, as he or she
may deem necessary.
SECTION 8. VICE PRESIDENTS. Each Executive Vice President, Senior Vice
President, Vice President, Assistant Vice President and such other vice
presidents as may be designated by the board of directors shall have such powers
and perform such duties as may be assigned to him or her from time to time by
the board of directors or the Chief Executive Officer. In case of the absence or
inability to act of the President, the duties of the President shall, unless
otherwise specified by these Bylaws, be performed by the Executive Vice
Presidents, the Senior Vice Presidents, the Vice Presidents, the Assistant Vice
Presidents and then such other vice presidents as may be designated by the board
in the order of their seniority or such other priority as may be established by
the board or by the Chief Executive Officer, unless and until the board shall
otherwise direct, and, when so acting, the duly authorized Executive Vice
President, Senior Vice President, Vice President or Assistant Vice President
shall have all the powers of, and shall be subject to the restrictions upon, the
President. Executive Vice Presidents, Senior Vice Presidents, Vice Presidents
and Assistant Vice Presidents have the authority to sign or execute contracts
and other documents which shall be binding on the Corporation and to fulfill the
terms thereof, but such Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents and Assistant Vice Presidents shall not have the discretionary
policy-making authority conferred upon the officers by these Bylaws unless
expressly designated as an officer by the board of directors.
SECTION 9. SECRETARY. Except as otherwise directed by the board of
directors or the Chief Executive Officer, the Secretary shall attend all
sessions of the board of directors and all meetings of the shareholders and
shall record all votes and the minutes of all proceedings in a book to be kept
for that purpose. The Secretary shall perform like duties for committees when
required. He or she may give, or cause to be given, notice of meetings of the
shareholders and
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meetings of the board of directors (though such notices may be given by the
Chairman of the Board, any Vice Chairman of the Board, the President or any Vice
President). He or she shall keep in safe custody the seal of the Corporation and
shall see that it is affixed to all documents the execution of which, on behalf
of the Corporation under its seal, is necessary or appropriate, and when so
affixed may attest the same. He or she shall perform such other duties as may be
prescribed by the board of directors or the Chief Executive Officer.
SECTION 10. TREASURER. The Treasurer shall have custody of the corporate
funds and securities, except as otherwise provided by the board, shall cause to
be kept full and accurate accounts of receipts and disbursements in books
belonging to the Corporation, and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the board of directors. He or she shall disburse the funds
of the Corporation as may be ordered by the board or directors, taking proper
vouchers for such disbursements, and shall render to the directors, at the
regular meetings of the board or whenever they may require it, an account of all
his or her transactions as Treasurer and of the financial condition of the
Corporation.
SECTION 11. ABSENCE. In the case of the absence or inability to act of any
officer or holder of any titled position, or for any other reason that the board
may deem sufficient, the board of directors or the Chief Executive Officer may
delegate for the time being the powers or duties of such officer or holder of
any titled position, to any other director or officer. To the extent that the
enumerated powers or duties do not involve participation in major policy-making
functions of the Corporation or the exercise of discretionary authority to that
end, said powers or duties may be delegated for the time being to the holder of
a titled position, but shall be exercised under the supervision of an officer.
ARTICLE VIII.
INDEMNIFICATION
SECTION 1. INDEMNIFICATION OTHER THAN IN ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. 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 or she is
or was a director or officer of the Corporation or a subsidiary, or, while
serving as such a director or officer, is or was serving at the request of the
Corporation or a subsidiary as a director, officer, partner, trustee, employee
or agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, whether for profit or not, shall be indemnified by
the Corporation against expenses (including attorneys' fees), judgments,
penalties, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she 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 or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and
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in a manner which he or she reasonably believed to be in or not opposed to the
best interests of the Corporation or its shareholders, or with respect to any
criminal action or proceeding, that he or she had reasonable cause to believe
that his or her conduct was unlawful. Persons who are not directors or officers
of the Corporation or a subsidiary may be similarly indemnified in respect of
such service to the extent authorized at any time by the board of directors,
except as otherwise provided by statute or the Articles of Incorporation.
SECTION 2. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. Any person who was or is a party 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 or she is or was a director or officer of the Corporation or a subsidiary,
or, while serving as such a director or officer, is or was serving at the
request of the Corporation or a subsidiary as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, shall be indemnified by the Corporation against expenses (including
attorneys' fees) and amounts paid in settlement actually and reasonably incurred
by him or her in connection with the action or suit if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Corporation or its shareholders. Indemnification shall
not be made for any claim, issue or matter in which such person has been found
liable to the Corporation except to the extent authorized in Section 6 of this
Article. Persons who are not directors or officers of the Corporation or a
subsidiary may be similarly indemnified in respect of such service to the extent
authorized at any time by the board of directors, except as otherwise provided
by statute or the Articles of Incorporation.
SECTION 3. EXPENSES. To the extent that a director or officer, or other
person whose indemnification is authorized by the board of directors, has been
successful on the merits or otherwise, including the dismissal of an action
without prejudice, in the defense of any action, suit or proceeding referred to
in Section 1 or 2 of this Article, or in the defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith and any action, suit or proceeding brought to enforce the mandatory
indemnification provided in this Section.
SECTION 4. DETERMINATION OF ENTITLEMENT. Any person who is or was a
director or officer of the Corporation who claims indemnification pursuant to
Section 1 or Section 2 of this Article, this Corporation's Articles of
Incorporation, or applicable law shall be entitled to a strong presumption that
he or she acted in good faith and in a manner he or she reasonably believed to
be in, or not opposed to, the best interests of the Corporation or its
shareholders, and, with respect to a criminal action or proceeding, that he or
she had no reason to believe his or her conduct was unlawful. Any person who is
or was a director or officer of the Corporation who claims indemnification under
Section 1 or Section 2 shall be entitled to indemnification and indemnification
shall be paid or reimbursed pursuant to this Article unless it is affirmatively
determined, based on credible evidence, that such person is not entitled to
indemnification under this Article or that indemnification would be prohibited
by applicable law by:
(a) A majority vote of a quorum of the board of directors after
consideration of a written opinion by independent legal counsel, or
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(b) A court of competent jurisdiction in a final order, opinion or
judgment.
Notwithstanding the foregoing, if a change in control of the Corporation has
occurred, and all or any part of the events or circumstances giving rise to the
claim for which indemnification is sought occurred prior to the change in
control, a determination that such person is not entitled to indemnification
shall be made only as provided in Section 4(b) above. A change in control shall
be deemed to have occurred if a majority of the board of directors is composed
of persons who were not directors of this Corporation at the time of all such
events and circumstances, or a majority of the shares of common stock of the
Corporation or its successor, are held by a shareholder or group of shareholders
who held fewer than 25% of the Corporation's common stock at the time of such
events and circumstances.
SECTION 5. INDEMNIFICATION FOR LIMITED LIABILITY. To the extent that the
Articles of Incorporation eliminate or limit the liability of a director
pursuant to Section 209(1)(c) of the Michigan Business Corporation Act, the
Corporation shall indemnify a director for the expenses and liabilities
described in this section without a determination that the director has met the
standard of conduct set forth in Sections 1 or 3 of this Article; but no
indemnification may be made except to the extent authorized in Section 7 of this
Article if the director received a financial benefit to which he or she was not
entitled, intentionally inflicted harm on the Corporation or its shareholders,
violated Section 551 of the Michigan Business Corporation Act or intentionally
committed a criminal act. In connection with an action or suit by or in the
right of the Corporation as described in Section 2 of this Article,
indemnification under this Section 5 may be for expenses, including attorneys'
fees, actually and reasonably incurred. In connection with an action, suit, or
proceeding other than an action, suit, or proceeding by or in the right of the
Corporation, as described in Section 2 of this Article, indemnification under
this Section 5 may be for expenses, including attorneys' fees, actually and
reasonably incurred, and for judgments, penalties, fines, and amounts paid in
settlement actually and reasonably incurred.
SECTION 6. ADVANCING OF EXPENSES. Expenses incurred by any person who is or
was serving as a director or officer of the Corporation or a subsidiary who is a
party or threatened to be made a party to any civil or criminal action, suit or
proceeding described in Section 1 or 2 of this Article shall be paid or
reimbursed by the Corporation in advance of the final disposition of such
action, suit or proceeding if the person furnishes the Corporation a written
undertaking, executed personally or on his or her behalf, to repay the advance
if it is ultimately determined that he or she did not meet the applicable
standard of conduct, if any, required by this act for the indemnification of a
person under the circumstances. The written undertaking must be an unlimited
general obligation of the person but need not be secured and may be accepted
without reference to the financial ability of the person to make repayment.
Persons who are not or were not serving as a director or officer of the
Corporation or a subsidiary may receive similar advances of expenses to the
extent authorized at any time by the board of directors, except as otherwise
provided by statute or the Articles of Incorporation. Determinations under this
Section shall be made in the manner specified in Section 4 of this Article.
Notwithstanding the foregoing, in no event shall any advance be made in
instances where the board of directors or independent legal counsel reasonably
determines that such person deliberately breached his or her duty to the
Corporation or its shareholders.
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SECTION 7. RIGHT TO INDEMNIFICATION UPON APPLICATION; PROCEDURE UPON
APPLICATION. A director, officer or other person who is a party or threatened to
be made a party to an action, suit or proceeding may apply for indemnification
to the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court may order indemnification
if it determines that the person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not he or
she met the applicable standard of conduct set forth in Section 1 or 2 of this
Article or was adjudged liable as described in Section 2 of this Article,
provided, however, that if he or she was adjudged liable as described in Section
2 of this Article, his or her indemnification shall be limited to reasonable
expenses incurred.
SECTION 8. INDEMNIFICATION UNDER BYLAWS NOT EXCLUSIVE. The indemnification
or advancement of expenses provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Articles of Incorporation, any
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his or her official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to the
benefit of the heirs, executors and administrators of such a person. The total
amount of expenses advanced or indemnified from all sources shall not exceed the
amount of actual expenses incurred by the person seeking indemnification or
advancement of expenses. All rights to indemnification under this Article shall
be deemed to be provided by a contract between the Corporation and the director,
officer, employee or agent who serves in such capacity at any time while these
Bylaws and other relevant provisions of the general corporation law and other
applicable law, if any, are in effect. Any repeal or modification thereof shall
not affect any rights or obligations then existing.
SECTION 9. INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the Corporation would
have the power to indemnify him or her against such liability under the
provisions of this Article.
SECTION 10. CONTRACT RIGHTS. The provisions of this Article shall be deemed
to be a contract for the benefit of and enforceable by any person entitled to
indemnification under this Article and shall be applicable to actions, suits, or
proceedings, whether arising from acts or omissions occurring before or after
the adoption hereof, and to directors and officers of the Corporation who have
ceased to render such service, and shall inure to the benefit of the heirs,
executors, and administrators of the directors and officers of the Corporation
referred to in this Article. Changes in these Bylaws reducing the scope of
indemnification shall not apply to actions or omissions occurring before such
change. The provisions of this Article shall survive any merger, consolidation
or sale of the Corporation's stock or substantially all of the business or
assets of the Corporation.
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SECTION 11. MERGERS. For the purposes of this Article, references to the
"Corporation" include the Corporation if absorbed in a consolidation or merger,
as well as the resulting or surviving corporation, so that any person who is or
was a director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving Corporation as the person would if the
Corporation were the resulting or surviving corporation and he or she had served
the resulting or surviving Corporation in the same capacity.
SECTION 12. SAVINGS CLAUSE. If this Article or any portion thereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director, officer or other person
whose indemnification is authorized by the board of directors as to expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, including a grand jury proceeding and an action
by the Corporation, to the full extent permitted by any applicable portion of
this Article that shall not have been invalidated or by any other applicable
law.
ARTICLE IX.
SUBSIDIARIES
SECTION 1. SUBSIDIARIES. The board of directors, the Chairman of the Board,
the Chief Executive Officer, the President, or any Vice President designated by
the board of directors may vote the shares of stock owned by the Corporation in
any subsidiary, whether wholly or partly owned by the Corporation, in such
manner as they may deem in the best interests of the Corporation, including,
without limitation, for the election of directors of any subsidiary corporation,
or for any amendments to the charter or bylaws of any such subsidiary
corporation, or for the liquidation, merger or sale of assets of any such
subsidiary corporation. The board of directors, the Chief Executive Officer, or
any other officer designated by the board of directors may cause to be elected
to the board of directors of any such subsidiary corporation such persons as
they shall designate, any of whom may, but need not be, directors, officers, or
other employees or agents of the Corporation.
SECTION 2. SUBSIDIARY OFFICERS NOT EXECUTIVE OFFICERS. The officers of any
subsidiary corporation shall not, by virtue of holding such title and position,
be deemed to be officers of the Corporation, nor shall any such officer of a
subsidiary corporation, unless he or she is also a director or officer of the
Corporation, be entitled to have access to any files, records or other
information relating or pertaining to the Corporation, its business and
finances, or to attend or receive the minutes of any meetings of the board of
directors or any committee of the Corporation, except as and to the extent
expressly authorized and permitted by the board of directors or the Chief
Executive Officer.
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ARTICLE X.
CERTIFICATES OF STOCK
SECTION 1. FORM. Every holder of stock in the Corporation shall be entitled
to have a certificate, signed by, or in the name of the Corporation by, the
Chairman of the Board, a Vice Chairman of the Board, the President, an Executive
Vice President, a Senior Vice President, or a Vice President of the Corporation,
certifying the number of shares owned by him or her in the Corporation. Such
certificate may also be signed by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary of the Corporation. The certificate may but
need not be, sealed with the seal of the Corporation, or a facsimile thereof.
SECTION 2. FACSIMILE SIGNATURES. Where a certificate is signed (a) by a
transfer agent or an assistant transfer agent, or (b) by a transfer clerk acting
on behalf of the Corporation and a registrar, the signatures of the Chairman of
the Board, Vice Chairman of the Board, President, Executive Vice President,
Senior Vice President, Vice President, Treasurer, Assistant Treasurer, Secretary
or Assistant Secretary may be facsimiles. In case any officer(s) or any
holder(s) of a titled position who has signed, or whose facsimile signature(s)
has been used on, any certificate shall cease to be such officer(s) or holder(s)
before such certificate has been delivered by the Corporation, such certificate
may nevertheless be issued and delivered as though the person(s) who signed such
certificate or whose facsimile signature(s) appears thereon continued to be such
officer(s) or holder(s) of such titled position.
SECTION 3. LOST CERTIFICATES. The officers may direct a new certificate to
be issued in place of any certificate theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the officers may, in their discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his or her legal representative, to advertise the same in such
manner as it shall require and/or to give the Corporation a bond in such sum as
they may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
SECTION 4. REGISTERED OWNER. The Corporation shall be entitled to recognize
the exclusive rights of a person registered on its books as the owner of shares
to receive dividends and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares; the
Corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Michigan.
SECTION 5. ISSUANCE OF SHARES WITHOUT CERTIFICATES. The Corporation may
issue some or all of the shares of any or all of its classes or series without
certificates. Within a reasonable time after issuance or transfer of shares
without certificates, the Corporation shall send the shareholder a written
statement confirming the issuance or transfer of shares without certificates.
Such written statement shall include (i) the name of the Corporation and that it
is formed under the laws of the State of Michigan, (ii) the name of the person
to whom the shares
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are issued, (iii) the number and class of shares and the designation of the
series, if any, (iv) that the holder of the shares is entitled to have a
certificate upon written request made to the secretary of the Corporation, and
(v) any other information required by law.
SECTION 6. FRACTIONAL SHARES. The Corporation may issue fractions of
shares. The Corporation may issue certificates for fractions of shares or issue
fractions of shares without certificates. Holders of fractions of shares shall
be entitled to exercise voting rights and to receive dividends and distributions
in proportion to their fractional shares. The Corporation may, alternatively,
pay in cash the fair value of fractions of shares, as determined from time to
time by the board of directors, as of the time when those entitled to receive
the fractions are determined.
ARTICLE XI.
GENERAL PROVISIONS
SECTION 1. CHECKS. Any signature on any check, demand or note may be signed
by the facsimile signature of any person authorized by the board of directors to
sign under this Section 1 of Article XI. If any officer who has signed or whose
facsimile signature has been used shall cease to be such officer, such document
may nevertheless be signed by means of such facsimile signature and delivered as
though the person who signed such document or whose facsimile signature has been
used thereon had not ceased to be such officer.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be fixed
by resolution of the board of directors.
SECTION 3. SEAL. The corporate seal shall have inscribed thereon the name
of the Corporation and the words "Corporate Seal, Michigan." The seal may be
used by causing it or a facsimile thereof to be impressed, affixed, reproduced
or otherwise.
SECTION 4. VOTING SECURITIES. The Chairman of the Board, the Chief
Executive Officer, the President, or any Vice President designated by the board
of directors 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 proxy authorizing an agent or attorney-in-fact for the Corporation
to attend and to act and to vote, at any meetings of security holders of
corporations in which the Corporation may hold securities, and at such meetings
he or she and his or her 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.
SECTION 5. DIVIDENDS. Dividends upon the capital 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 capital stock,
subject to the provisions of the Articles of Incorporation.
SECTION 6. RESERVES. Before payment of arty dividends, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time
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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 think conducive to the interests of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.
ARTICLE XII.
AMENDMENTS
These Bylaws may be amended, altered, changed, added to or repealed by the
shareholders at any regular or special meeting of the shareholders if notice of
such action be contained in the notice of such meeting, or by the board of
directors at any regular or special meeting of the board of directors.
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