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EXHIBIT 3(ii)
BYLAWS
OF
GELMAN SCIENCES INC.
A MICHIGAN CORPORATION
Revised as of December 14, 1995
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BYLAWS OF GELMAN SCIENCES INC.
A MICHIGAN CORPORATION
TABLE OF CONTENTS
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ARTICLE I - OFFICES
1.1 Registered Office 1
1.2 Other Offices 1
ARTICLE II - MEETINGS OF SHAREHOLDERS
2.1 Time and Place 1
2.2 Annual Meetings 1
2.3 Special Meetings 1
2.4 Notice of Meetings 1
2.5 List of Shareholders 2
2.6 Quorum; Adjournment 2
2.7 Voting 2
2.8 [RESERVED] 2
2.9 Inspectors of Election 2
2.10 [RESERVED] 3
ARTICLE III - DIRECTORS
3.1 Number and Residence 3
3.2 Election and Term 3
3.3 Resignation 3
3.4 Removal 3
3.5 Nominations for Director 3
3.6 Vacancies 4
3.7 Place of Meetings 4
3.8 [RESERVED] 4
3.9 Regular Meetings 5
3.10 Special Meetings 5
3.11 Quorum 5
3.12 Voting 5
3.13 Telephonic Participation 5
3.14 Action by Written Consent 5
3.15 Committees 5
3.16 Compensation 6
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PAGE
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ARTICLE IV - OFFICERS
4.1 Officers and Agents 6
4.2 Compensation 6
4.3 Term 6
4.4 Removal 7
4.5 Resignation 7
4.6 Vacancies 7
4.7 Chairman of the Board 7
4.8 President 7
4.9 Executive Vice Presidents and Vice Presidents 7
4.10 Secretary 7
4.11 Treasurer 8
4.12 Assistant Vice Presidents, Secretaries
and Treasurers 8
4.13 Execution of Contracts and Instruments 8
4.14 Voting of Shares and Securities of
Other Corporations and Entities 8
ARTICLE V - NOTICES AND WAIVERS OF NOTICE
5.1 Delivery of Notices 9
5.2 Waiver of Notice 9
ARTICLE VI - SHARE CERTIFICATES AND SHAREHOLDERS OF RECORD
6.1 Certificates for Shares 9
6.2 Lost or Destroyed Certificates 9
6.3 Transfer of Shares 10
6.4 Record Date 10
6.5 Registered Shareholders 10
ARTICLE VII - INDEMNIFICATION 10
ARTICLES VIII - GENERAL PROVISIONS
8.1 Checks and Funds 11
8.2 Fiscal Year 11
8.3 Corporate Seal 11
8.4 Books and Records 11
8.5 Financial Statements 11
ARTICLE IX - AMENDMENTS 11
ARTICLE X - CONTROL SHARE ACQUISITIONS 12
ARTICLE XI - SCOPE OF BYLAWS 12
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GELMAN SCIENCES INC.
ARTICLE I
OFFICES
1.1 Registered Office. The registered office of the Corporation shall be
located at such place in Michigan as the Board of Directors from time to time
determines.
1.2 Other Offices. The Corporation may also have offices or branches at
such other places as the Board of Directors from time to time determines or the
business of the Corporation requires.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.1 Time and Place. All meetings of the shareholders shall be held at
such place and time as the Board of Directors determines.
2.2 Annual Meetings. An annual meeting of shareholders shall be held on a
date, not later than 180 days after the end of the immediately preceding fiscal
year, to be determined by the Board of Directors. At the annual meeting, the
shareholders shall elect directors and transact such other business as is
properly brought before the meeting and described in the notice of meeting. If
the annual meeting is not held on its designated date, the Board of Directors
shall cause it to be held as soon thereafter as convenient. Failure to hold an
annual meeting at the designated date shall not invalidate any otherwise valid
corporate acts. A proposal, other than a nomination of persons for election to
the Board of Directors complying with the provisions of Section 3.5 of these
Bylaws, by one or more shareholders shall not be properly brought before an
annual meeting if made and received by the Corporation less than 120 days in
advance of the date, disregarding the year, of the proxy for the previous
annual meeting. Any proposal by one or more shareholders shall be deemed to be
made for consideration at the next annual meeting of shareholders only.
2.3 Special Meetings. Special meetings of the shareholders, for any
purpose, (a) may be called by the Chairman of the Board or the Board of
Directors, and (b) shall be called by the President or Secretary upon written
request (stating the purpose for which the meeting is to be called) of the
holders of a majority of all the shares entitled to vote at the meeting.
2.4 Notice of Meetings. Written notice of each shareholders' meeting,
stating the place, date and time of the meeting and the purposes for which the
meeting is called, shall be given (in the manner described in Section 5.1
below) not less than 10 nor more than 60 days before the date of the meeting to
each shareholder of record entitled to vote at the meeting. Notice of
adjourned meetings is governed by Section 2.6 below.
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2.5 List of Shareholders. The officer or agent who has charge of the
stock ledger or stock transfer books for shares of the Corporation shall make
and certify a complete list of the shareholders entitled to vote at a
shareholders' meeting or any adjournment of the meeting. The list shall be
arranged alphabetically within each class and series and shall show the address
of, and the number of shares held by, each shareholder. The list shall be
produced at the meeting and may be inspected by any shareholders at any time
during the meeting. The list shall be prima facie evidence as to the
shareholders entitled to examine it or vote at the meeting.
2.6 Quorum; Adjournment. At all shareholders' meetings, the shareholders
present in person or represented by proxy who, as of the record date for the
meeting, were holders of a majority of the outstanding shares of the
Corporation entitled to vote at the meeting, shall constitute a quorum. Once a
quorum is present at a meeting, all shareholders present in person or
represented by proxy at the meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave
less than a quorum. Regardless of whether a quorum is initially present, a
shareholders' meeting may be adjourned to another time and place by a vote of
the shares present in person or by proxy without notice other than announcement
at the meeting; provided, that (a) only such business may be transacted at the
adjourned meeting as might have been transacted at the original meeting; and
(b) if the adjournment is for more than 60 days or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting must be given to each shareholder of record entitled to vote at the
meeting.
2.7 Voting. 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 except as otherwise
expressly required in the Articles of Incorporation. A vote may be cast either
orally or in writing. When an action, other than the election of directors, is
to be taken by a vote of the shareholders, it shall be authorized by a majority
of the votes cast by the holders of shares entitled to vote thereon, unless a
greater plurality is required by the Articles of Incorporation or applicable
law. Except as otherwise provided by the Articles of Incorporation, directors
shall be elected by a plurality of the votes cast at an election. Each proxy
shall be in writing and signed by the shareholder or the shareholder's
authorized agent or representative. A proxy is not valid after the expiration
of six months after its date unless otherwise provided in the proxy. All
questions regarding the qualification of voters, the validity of proxies and
the acceptance or rejection of votes shall be decided by the presiding officer
of the meeting.
2.8 [RESERVED]
2.9 Inspectors of Election. The Board of Directors, in advance of a
shareholders' meeting, may appoint one or more inspectors (who may be employees
of the Corporation) to act at the meeting or any adjournment of the meeting.
If inspectors are not so appointed, the officer presiding at the shareholders'
meeting may, and on request of a shareholder entitled to vote at the meeting
shall, appoint one or more inspectors. If an appointed inspector fails to
appear or act, the vacancy may be filled by appointment made by the Board of
Directors before the meeting or at the meeting by the presiding officer. If
appointed, the inspectors shall determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, the validity and effect of proxies; receive votes, ballots or
consents; hear and determine challenges and questions arising in
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connection with the right to vote; count and tabulate votes, ballots or
consents; determine the result of the election or vote; and do such acts as are
proper to conduct the election or vote with fairness to all shareholders. In
the absence of an inspector, all of the determinations and actions described in
the preceding sentence shall be made and taken by the officer presiding at the
meeting. On request of the officer presiding at the meeting or a shareholder
entitled to vote at the meeting, the inspectors shall make and execute a
written report to the presiding officer of any of the facts found by them and
matters determined by them. The report is prima facie evidence of the facts
stated and the vote as certified by the inspectors.
2.10 [RESERVED]
ARTICLE III
DIRECTORS
3.1 Number and Residence. The business and affairs of the Corporation
shall be managed by or under the direction of a Board of Directors consisting
of not less than three nor more than eleven members. The number of Directors
shall be determined from time to time solely by a resolution adopted by an
affirmative vote of a majority of the entire Board of Directors. The Directors
shall be divided into three classes, designated Class I, Class II and Class
III. Each class shall consist, as nearly as may be possible, of one-third of
the total number of Directors constituting the entire Board of Directors. At
the 1985 Annual Meeting of Shareholders, Class I Directors were elected for a
one-year term, Class II Directors for a two-year term and Class III Directors
for a three-year term. At each succeeding annual meeting of shareholders,
commencing in 1986, successors to the class of Directors whose term expires at
that annual meeting shall be elected for a three-year term. Directors need not
be Michigan residents or shareholders of the Corporation.
3.2 Election and Term. Except as provided in Section 3.6 below, Directors
shall be elected at the annual shareholders' meeting. Each Director elected
shall hold office for the term for which he or she is elected and until his or
her successor is elected and qualified or until his or her death, resignation,
retirement, disqualification or removal.
3.3 Resignation. A Director may resign by written notice to the
Corporation. A Director's resignation is effective upon its receipt by the
Corporation or a later time set forth in the notice of resignation.
3.4 Removal. A Director or the entire Board may be removed only for
cause.
3.5 Nominations for Director. Only persons who are nominated in
accordance with the procedures set forth in this Section 3.5 shall be eligible
for election as Directors. Nominations of persons for election to the Board of
Directors of the Corporation may be made at the annual meeting of shareholders
by or at the direction of the Board of Directors or by any shareholder of the
Corporation entitled to vote for the election of Directors at the meeting who
complies with the notice procedures set forth in this Section 3.5. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a shareholder's notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not less
than 60 days nor
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more than 90 days prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of the annual
meeting is advanced by more than 30 days or delayed by more than 60 days from
such anniversary date, notice by the shareholder to be timely must be so
delivered not earlier than the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to such
annual meeting or the 10th day following the day on which public announcement
of the date of such meeting is first made. Such shareholder's notice shall set
forth (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a Director, (1) the name, age, business address and
residence address of such person, (2) the principal occupation or employment of
such person, (3) the class and number of shares of the Corporation which are
beneficially owned by such person and (4) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election of Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (including
each such person's written consent to being named in the proxy statement as a
nominee and to serving as a Director if elected); and (b) as to the shareholder
giving the notice (1) the name and address, as they appear on the Corporation's
books, of such shareholder and (2) the class and number of shares of the
Corporation which are beneficially owned by such shareholder. The Chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the procedures prescribed by
these Bylaws, and if the Chairman should so determine, the Chairman shall so
declare to the meeting and the defective nominations shall be disregarded.
3.6 Vacancies. Vacancies and newly created directorships resulting from
any increase in the authorized number of Directors may be filled by the
affirmative vote of a majority of the remaining Directors (even if less than a
quorum) or by a sole remaining Director. Each Director so chosen shall hold
office until the next election of the class for which such Director shall be
chosen and until his or her successor is duly elected and qualified, or until
his or her resignation or removal. Directors elected to fill vacancies shall
be in the same class as the Director they replaced. If the number of Directors
is changed, any increase or decrease shall be apportioned among the classes of
Directors so as to maintain the number of Directors in each class as nearly
equal as possible, but in no case will a decrease in the number of Directors
shorten the term of any incumbent Director
3.7 Place of Meetings. The Board of Directors may hold meetings at any
location. The location of annual and regular Board of Directors' meetings
shall be determined by the Board and the location of special meetings shall be
determined by the Chairman of the Board.
3.8 [RESERVED]
3.9 Regular Meetings. Regular meetings of the Board of Directors or Board
committees may be held without notice at such places and times as the Board or
committee determines at least 30 days before the date of the meeting.
3.10 Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board or President, and shall be called by the
President or Secretary upon the written request of two Directors, on two days
notice to each Director or committee member by mail or 24 hours notice either
personally, by telephone, telegram, or telex. The notice must specify the
place of the special meeting, but need not specify the business to be
transacted or
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the purpose of the meeting. Special meetings of Board committees may be called
by the Chairman of the committee or a majority of committee members pursuant to
this Section 3.10.
3.11 Quorum. At all meetings of the Board or a Board committee, a
majority of the Directors then in office or members of such committee shall
constitute a quorum for the transaction of business. If a quorum is not
present at any Board or Board committee meeting, a majority of the Directors
present at the meeting may adjourn the meeting to another time and place
without notice other than announcement at the meeting. Any business may be
transacted at the adjourned meeting which might have been transacted at the
original meeting, provided a quorum is present.
3.12 Voting. The vote of a majority of the members at any Board of Board
committee meeting at which there is a quorum shall be the act of the Board of
Directors or the committee, unless a higher vote is otherwise required.
3.13 Telephonic Participation. Members of the Board of Directors or any
Board committee may participate in a Board or Board committee meeting by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation in
a meeting pursuant to this Section 3.13 shall constitute presence in person at
such meeting.
3.14 Action by Written Consent. Any action required or permitted to be
taken at any Board or Board committee meeting may be taken without a meeting,
if, before or after the action, all members of the Board or committee consent
in writing to the action. Such consents shall be filed with the minutes of
proceedings of the Board or committee and shall have the same effect as a vote
of the Board or committee for all purposes.
3.15 Committees.
(a) Executive Committee. There shall be an Executive Committee consisting
of not less than two members of the Board of Directors with the members thereof
designated by the Board of Directors. During the intervals between meetings of
the Board of Directors and subject to such limitations as provided by law or by
resolution of the Board of Directors, the Executive Committee shall possess and
may exercise all powers and authority of the Board of Directors in the
management and direction of the affairs of the Corporation.
(b) Audit Committee. There shall be an Audit Committee consisting of not
less than two members of the Board of Directors with the members thereof
designated by the Board of Directors. The Audit Committee shall nominate the
Corporation's independent auditors for approval by the Board of Directors;
review with the independent auditors the scope, cost and results of the
auditing engagement; review and approve fees for audit services provided by the
independent auditors; review the fees for nonaudit professional services
provided by the independent auditors; review the reports submitted by the
independent auditors; and review the adequacy of the Corporation's system of
internal accounting controls. The Audit Committee shall perform such other
duties as the Board of Directors may prescribe.
(c) Compensation Committee. There shall be a Compensation Committee
consisting of not less than two members of the Board of Directors with the
members thereof designated by the Board of Directors. The Compensation
Committee shall recommend to the
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Board of Directors compensation arrangements for senior management and
directors; recommend to the Board of Directors compensation plans in which
officers and directors are eligible to participate; and administer those
employee benefit plans as designated by the Board of Directors. The
Compensation Committee shall perform such other duties as the Board of
Directors may prescribe.
(d) Committee Vacancies; Quorum, Voting and Procedures. Each committee
and its members shall serve at the pleasure of the Board of Directors, which
may at any time change the members and powers of, or discharge, the committee.
Each committee shall keep regular minutes of its meetings and report them to
the Board of Directors when required. A majority of all members of a committee
shall constitute a quorum, and the affirmative vote of a majority of all the
members of a committee shall constitute the action of the committee. Each
committee shall determine its own rules of procedure and shall meet as provided
by such rules, or by resolution of the Board of Directors.
(e) Other Committees. From time to time, the Board of Directors may
constitute and appoint any other committee or committees which the Board may
deem necessary or proper for the conduct of the Corporation's business. Any
such committee created by the Board of Directors shall have such duties, powers
and authority as shall be specified in the resolution constituting such
committee.
3.16 Compensation. The Board, by affirmative vote of a majority of
Directors in office and irrespective of any personal interest of any of them,
may establish reasonable compensation of Directors for services to the
Corporation as directors, officers or members of a Board committee. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation for such service.
ARTICLE IV
OFFICERS
4.1 Officers and Agents. The Board of Directors shall elect a Chairman of
the Board, a President, a Secretary and a Treasurer, and may also elect a Vice
Chairman of the Board and one or more Executive Vice Presidents, Vice
Presidents, Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers. The Board of Directors may also from time to time appoint such
other officers and agents as it deems advisable. Any number of offices may be
held by the same person, but no officer shall execute, acknowledge or verify an
instrument in more than one capacity. The officers shall have such powers and
duties as may be prescribed by the Board of Directors and, to the extent not so
prescribed, as set forth in this Article IV and as generally pertain to their
offices, subject to the control of the Board of Directors.
4.2 Compensation. The compensation of all officers of the Corporation
shall be fixed by the Board of Directors.
4.3 Term. Each officer of the Corporation shall hold office for the term
for which he or she is elected or appointed and until his or her successor is
elected or appointed and qualified, or until his or her resignation or removal.
The election or appointment of an officer does not, by itself, create any
contract rights.
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4.4 Removal. Any officer elected or appointed by the Board of Directors
may be removed at any time by the Board with or without cause.
4.5 Resignation. An officer may resign by written notice to the
Corporation. The resignation is effective upon its receipt by the Corporation
or at a later time specified in the notice of resignation.
4.6 Vacancies. Any vacancy occurring in any office of the Corporation
shall be filled by the Board of Directors.
4.7 Chairman of the Board. The Chairman of the Board, if such office is
filled, shall be the chief executive officer of the Corporation and a Director,
and shall preside at all shareholders' and Board of Directors' meetings. The
Chairman of the Board shall have the general powers of supervision and
management of the business and affairs of the Corporation usually vested in the
chief executive officer of a corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The Chairman of
the Board may delegate to the other officers such of his or her authority and
duties at such time and in such manner as he or she deems advisable.
4.8 President. In the absence or non-election of a Chairman of the Board,
the President shall preside at all shareholders' and Board of Directors'
meetings, and shall perform the duties and execute the authority of the
Chairman of the Board. If the office of Chairman of the Board is filled, the
President shall be the chief operating officer of the Corporation and shall
assist the Chairman of the Board in the supervision and management of the
business and affairs of the Corporation. The President may delegate to the
officers other than the Chairman of the Board such of his or her authority and
duties at such time and in such manner as he or she deems appropriate.
4.9 Executive Vice Presidents and Vice Presidents. The Executive Vice
Presidents and Vice Presidents shall assist and act under the direction of the
Chairman of the Board and President. The Board of Directors may designate one
or more Executive Vice Presidents and may grant other Vice Presidents titles
which describe their functions or specify their order of seniority. In the
absence or disability of the President, the authority of the President shall
descend to the Executive Vice Presidents or, if there are none, to the Vice
Presidents in the order of seniority indicated by their titles or otherwise
specified by the Board. If not specified by their titles or the Board, the
authority of the President shall descend to the Executive Vice Presidents or,
if there are none, to the Vice Presidents, in the order of their seniority in
such office.
4.10 Secretary. The Secretary shall act under the direction of the
Chairman of the Board and President. The Secretary shall attend all
shareholders' and Board of Directors' meetings, record minutes of the
proceedings and maintain the minutes and all documents evidencing corporate
action taken by written consent of the shareholders and Board of Directors in
the Corporation's minute book. The Secretary shall perform these duties for
Board committees when required. The Secretary shall see to it that all notices
of shareholders' meetings and special Board of Directors' meetings are duly
given in accordance with applicable law, the Articles of Incorporation and
these Bylaws. The Secretary shall have custody of the
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Corporation's seal and, when authorized by the Chairman of the Board, President
or the Board of Directors, shall affix the seal to any instrument requiring it
and attest such instrument.
4.11 Treasurer. The Treasurer shall act under the direction of the
Chairman of the Board and President. The Treasurer shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of the
Corporation's assets, liabilities, receipts and disbursements in books
belonging to the Corporation. The Treasurer shall deposit all moneys and other
valuables in the name and to the credit of the Corporation in such depositories
as may be designated by the Board of Directors. The Treasurer shall disburse
the funds of the Corporation as may be ordered by the Chairman of the Board,
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board, the President and
the Board of Directors (at its regular meetings or whenever they request it) an
account of all his or her transactions as Treasurer and of the financial
condition of the Corporation. If required by the Board of Directors, the
Treasurer shall give the Corporation a bond for the faithful discharge of his
or her duties in such amount and with such surety as the Board prescribes.
4.12 Assistant Vice Presidents, Secretaries and Treasurers. The Assistant
Vice Presidents, Assistant Secretaries and Assistant Treasurers, if any, shall
act under the direction of the Chairman of the Board, the President and the
officer they assist. In the order of their seniority, the Assistant
Secretaries shall, in the absence or disability of the Secretary, perform the
duties and exercise the authority of the Secretary. The Assistant Treasurers,
in the order of their seniority, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the authority of the Treasurer.
4.13 Execution of Contracts and Instruments. The Board of Directors may
designate an officer or agent with authority to execute any contract or other
instrument on the Corporation's behalf; the Board may also ratify or confirm
any such execution. If the Board authorizes, ratifies or confirms the
execution of a contract or instrument without specifying the authorized
executing officer or agent, the Chairman of the Board, the President or any
Executive Vice President or Vice President may execute the contract or
instrument in the name and on behalf of the Corporation and may affix the
corporate seal to such document or instrument.
4.14 Voting Shares and Securities of Other Corporations and Entities.
Unless the Board of Directors otherwise directs, the Chairman of the Board
shall be entitled to vote or designate a proxy to vote all shares and other
securities which the Corporation owns in any other corporation or entity.
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ARTICLE V
NOTICES AND WAIVERS OF NOTICE
5.1 Delivery of Notices. All written notices to shareholders, Directors
and Board committee members shall be delivered personally or by mail
(registered, certified or other first class mail, with postage pre-paid),
addressed to such person at his or her address as it appears on the
Corporation's records or, with respect to a Director, at his or her office on
the Corporation's premises. Written notices to Directors or Board committee
members may also be delivered by telegram, telex, radiogram, cablegram,
facsimile, computer transmission or similar form of communication, addressed to
either address referred to in the preceding sentence. Notices delivered
pursuant to this Section 5.1 shall be deemed to be given at the time when
mailed or otherwise dispatched. The Corporation shall have no duty to change
the written address of any Director, Board committee member or shareholder
unless the Secretary receives written notice of such address change.
5.2 Waiver of Notice. Any required notice may be waived in writing
(signed by the person entitled to the notice or his or her duly authorized
attorney or legal representative), either before or after the event requiring
notice, or in such other manner as permitted by statute. Neither the business
to be transacted at, nor the purpose of, the meeting need be specified in the
written waiver of notice. Attendance at any shareholders' meeting (in person
or by proxy) or any Board or Board committee meeting constitutes a waiver of
notice of the meeting except if the person attends for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened.
ARTICLE VI
SHARE CERTIFICATES AND SHAREHOLDERS OF RECORD
6.1 Certificates for Shares. The shares of the Corporation shall be
represented by certificates signed by the Chairman or Vice Chairman of the
Board, President, Executive Vice President or Vice President and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary.
The officers' signatures may be facsimiles if the certificate is countersigned
by a transfer agent or registered by a registrar other than the Corporation or
its employee. If any officer who has signed or whose facsimile signature has
been placed upon a certificate ceases to be such officer before the certificate
is issued, it may be issued by the Corporation with the same effect as if the
person were such officer at the date of issue.
6.2 Lost or Destroyed Certificates. The Board of Directors may direct or
authorize an officer to direct that a new certificate for shares be issued in
place of any certificate alleged to have been lost or destroyed. When
authorizing such issue of a new certificate, the Board of Directors or officer
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner (or the owner's legal representative) of such lost or
destroyed certificate to give the Corporation an affidavit claiming that the
certificate is lost or destroyed or a bond in such sum as it may direct as
indemnity against any claim that may be made against the Corporation with
respect to such certificate or both.
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6.3 Transfer of Shares. Shares of the Corporation are transferable only
on the Corporation's stock transfer books upon surrender to the Corporation or
its transfer agent of a certificate for the shares, duly endorsed for transfer,
and the presentation of such evidence of ownership and validity of the transfer
as the Corporation requires.
6.4 Record Date. The Board of Directors may fix, in advance, a date as
the record date for determining shareholders for any purpose, including
determining shareholders entitled to (a) notice of, and to vote at, any
shareholders' meeting or any adjournment of such meeting; (b) express consent
or dissent from a proposal without a meeting; or (c) receive payment of any
dividend or other distribution or allotment of any rights. The record date
shall not be more than 60 nor less than 10 days before the date of the meeting,
nor more than 60 days before any other action.
If a record date is not fixed:
(a) the record date for determining the shareholders entitled to notice
of, or to vote at, a shareholders' meeting shall be the close of business on
the day next preceding the day on which notice of the meeting is given, or,
if notice is not given, the close of business on the day next preceding the
day on which the meeting is held; and
(b) the record date for determining shareholders for any other purpose
shall be the close of business on the day on which the Board of Directors
adopts the resolution relating to the action.
A determination of shareholders of record entitled to notice of, or to vote at,
a shareholders' meeting shall apply to any adjournment of the meeting except
that the Board of Directors may fix a new record date for the adjourned
meeting.
Only shareholders of record on the record date shall be entitled to notice
of, or to participate in, the action relating to the record date,
notwithstanding any transfer of shares on the Corporation's books after the
record date. This Section 6.4 shall not affect the rights of a shareholder and
the shareholder's transferor or transferee as between themselves.
6.5 Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of a share for all purposes, including notices, voting, consents, dividends and
distributions, and shall not be bound to recognize any other person's equitable
or other claim to interest in such share, regardless of whether it has actual
or constructive notice of such claim or interest.
ARTICLE VII
INDEMNIFICATION
The Corporation shall indemnify to the fullest extent authorized or
permitted by the Michigan Business Corporation Act any person, and his heirs,
executors, administrators and legal representatives, who is made or threatened
to be made a party to an action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that such person is or
was a director or officer of the Corporation or serves or served, at the
request of the
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Corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, and may provide such
other indemnification to directors, officers, employees and agents by
insurance, contract or otherwise as is permitted by law and authorized by the
Board of Directors.
ARTICLE VIII
GENERAL PROVISIONS
8.1 Checks and Funds. All checks, drafts or demands for money and notes
of the Corporation must be signed by such officer or officers or such other
person or persons as the Board of Directors from time to time designates. All
funds of the Corporation not otherwise employed shall be deposited or used as
the Board of Directors from time to time designates.
8.2 Fiscal Year. The fiscal year of the Corporation shall end on July 31
or such other date as the Board of Directors from time to time determines.
8.3 Corporate Seal. The Board of Directors may adopt a corporate seal for
the Corporation. The corporate seal, if adopted, shall be circular and contain
the name of the Corporation and the words "Corporate Seal Michigan". The seal
may be used by causing it or a facsimile of it to be impressed, affixed,
reproduced or otherwise.
8.4 Books and Records. The Corporation shall keep within or outside of
Michigan books and records of account and minutes of the proceedings of its
shareholders, Board of Directors and Board committees, if any. The Corporation
shall keep at its registered office or at the office of its transfer agent
within or outside of Michigan records containing the names and addresses of all
shareholders, the number, class and series of shares held by each and the dates
when they respectively became recordholders of shares. Any of such books,
records or minutes may be in written form or in any other form capable of being
converted into written form within a reasonable time.
8.5 Financial Statements. The Corporation shall deliver to its
shareholders, within four months after the beginning of each fiscal year, a
financial report (including a statement of income, year-end balance sheet, and,
if prepared by the Corporation, its statement of sources and application of
funds) covering the preceding fiscal year of the Corporation.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended or repealed, or new Bylaws may be adopted, by
action of either the shareholders or a majority of the Board of Directors then
in office. The shareholders may from time to time specify particular
provisions of the Bylaws which may not be altered or repealed by the Board of
Directors.
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ARTICLE X
CONTROL SHARE ACQUISITIONS
Section 1. Control shares acquired in a control share acquisition, with
respect to which no acquiring person statement has been filed with the
Corporation, may, at any time during the period ending 60 days after the last
acquisition of control shares or the power to direct the exercise of voting
power of control shares by the acquiring person, be redeemed by the Corporation
at the fair value of the shares.
Section 2. After an acquiring person statement has been filed and after
the meeting at which the voting rights of the control shares acquired in a
control share acquisition are submitted to the shareholders, the shares are
subject to redemption by the Corporation at the fair value of the shares unless
the shares are accorded full voting rights by the shareholders as provided in
Section 798 of the Michigan Business Corporation Act.
Section 3. A redemption of shares by the Corporation pursuant to Sections
1 or 2 shall be made upon election by the Board of Directors. Written notice
of the election shall be sent to the acquiring person within seven days after
the election is made. The determination of the Board of Directors as to fair
value shall be conclusive. Payment shall be made for the control shares
subject to redemption within 30 days after the election to redeem is made at a
date and place selected by the Board of Directors. The Board of Directors may
adopt additional procedures to accomplish a redemption.
Section 4. This Article X is adopted pursuant to Section 799 of the
Michigan Business Corporation Act, and the terms used in this section shall
have the meanings of the terms in Section 799.
ARTICLE XI
SCOPE OF BYLAWS
These Bylaws govern the regulation and management of the affairs of the
Corporation to the extent that they are consistent with applicable law and the
Articles of Incorporation.
Rev.:121495
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