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EXHIBIT 3
January 27, 1997
AMENDED AND RESTATED
BYLAWS
OF
CB FINANCIAL CORPORATION
ARTICLE I
OFFICES
1.01 PRINCIPAL OFFICE. The principal office of the corporation
shall be at such place within the state of Michigan as the Board of Directors
shall determine from time to time.
1.02 OTHER OFFICES. The corporation may also have offices at such
other places as the Board of Directors from time to time determines or the
business of the corporation requires.
ARTICLE II
SEAL
2.01 SEAL. The corporation shall have a seal in such form as the
Board of Directors may from time to time determine. The seal may be used by
causing it or a facsimile to be impressed, affixed, reproduced or otherwise.
ARTICLE III
CAPITAL STOCK
3.01 ISSUANCE OF SHARES. The shares of capital stock of the
corporation shall be issued in such amounts, at such times, for such
consideration and such terms and conditions as the Board shall deem advisable,
subject to the provisions of the Articles of Incorporation of the corporation
and the further provisions of these Bylaws, and subject also to any
requirements or restrictions imposed by the laws of the State of Michigan.
3.02 CERTIFICATES FOR SHARES. The shares of the corporation shall
be represented by certificates signed by the Chairman of the Board, President,
a Vice President or Assistant Vice President and by the Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary of the corporation, and may be
sealed with the seal of the corporation or a facsimile thereof. The signatures
of the officers may be facsimiles if the certificate is, countersigned by a
transfer agent
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or registered by a registrar other than the corporation itself or its employee.
In case an 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 he or she were
such officer to the date of issuance. A certificate representing shares shall
state upon its face that the corporation is formed under the laws of the State
of Michigan; the name of the person to whom it is issued; the number and class
of shares, and the designation of the series, if any, which the certificate
represents; the par value of each share represented by the certificate, or a
statement that the shares are without par value; and such other provisions as
may be required by the laws of the State of Michigan.
3.03 TRANSFER OF SHARES. The shares of the capital stock of the
corporation shall be transferred by the corporation or any person, partnership,
corporation, bank or national association which the corporation may designate
or appoint (transfer agent) from time to time by the resolution of the board.
Such resolution may authorize the President or another officer designated by
the President to determine and approve the terms and conditions to the
authorized transfers. All transfers made shall be entered on the records of
the corporation.
3.04 REGISTERED SHAREHOLDERS. The corporation shall be entitled to
treat the person in whose name any share of stock is registered as the owner
thereof for purposes of dividends and other distributions in the course of
business, or in the course of recapitalization, consolidation, merger,
reorganization, sale of assets, liquidation or otherwise and for the purpose of
votes, approvals and consents by shareholders, and for the purpose of notices
to shareholders, and for all other purposes whatever, and shall not be bound to
recognize any equitable or other claim to or interest in such shares on the
part of any other person, whether or not the corporation shall have notice
thereof, save as expressly required by the laws of the State of Michigan.
3.05 LOST OR DESTROYED CERTIFICATES. Upon the presentation to the
corporation of a proper affidavit attesting the loss, destruction or mutilation
of any certificate or certificates for shares of stock of the corporation, the
Board of Directors shall direct the issuance of a new certificate or
certificates to replace the certificates so alleged to be lost, destroyed or
mutilated. The Board of Directors may require as a condition precedent to the
issuance of new certificates any or all of the following:
(a) Presentation of additional evidence or proof of the loss,
destruction or mutilation claimed;
(b) Advertisement of loss in such manner as the Board of Directors
may direct or approve;
(c) A bond or agreement of indemnity, in such form and amount and
with such sureties, or without sureties, as the Board of Directors may
direct or approve;
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(d) The order or approval of a court or judge.
3.06 LIEN. The corporation shall have a lien upon all capital stock
and property invested in the corporation for all debts due to the corporation
or any of its subsidiaries.
ARTICLE IV
SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS
4.01 PLACE OF MEETINGS. All meetings of shareholders shall be held
at the principal office of the corporation or at such other place as shall be
determined by the Board of Directors and stated in the notice of meeting.
4.02 ANNUAL MEETING. The annual meeting of the shareholders of the
corporation shall be held on the third Monday in April of each year at 3 p.m.
or such other time or such day as may be designated in the notice thereof.
Directors shall be elected at each annual meeting and such other business
transacted as may come before the meeting.
4.03 SPECIAL MEETINGS. Special meetings of shareholders may be
called by the Board of Directors, the Chairman of the Board (if such office is
filled) or the President and shall be called by the President or Secretary at
the written request of shareholders holding a majority of the shares of stock
of the corporation outstanding and entitled to vote. The request shall state
the purpose or purposes for which the meeting is to be called.
4.04 NOTICE OF MEETINGS. Except as otherwise provided by statute,
written notice of the time, place and purposes of a meeting of shareholders
shall be given 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, either
personally or by mailing such notice to his last address as it appears on the
books of the corporation. No notice need be given of an adjourned meeting of
the shareholders provided the time and place to which such meeting is adjourned
are announced at the meeting at which the adjournment is taken and at the
adjourned meeting only such business is transacted as might have been
transacted at the original meeting. However, if after the adjournment a new
record date is fixed for the adjourned meeting a notice of the adjourned
meeting shall be given to each shareholder of record on the new record date
entitled to notice as provided in this Bylaw.
4.05 RECORD DATES. The Board of Directors, the Chairman of the
Board (if such office is filled) or the President may fix in advance a date as
the record date for the purpose of determining shareholders entitled to notice
of and to vote at a meeting of shareholders or an adjournment thereof, or to
express consent or to dissent from a proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of a dividend
or allotment of a right, or for the purpose of any other action. The date
fixed shall not be more
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than 60 nor less than 10 days before the date of the meeting, nor more than 60
days before any other action. In such case only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to notice of and
to vote at such meeting or adjournment thereof, or to express consent or to
dissent from such proposal, or to receive payment of such dividend or to
receive such allotment of rights, or to participate in any other action, as the
case may be, notwithstanding any transfer of any stock on the books of the
corporation, or otherwise, after any such record date. Nothing in this Bylaw
shall affect the rights of a shareholder and his transferee or transferor as
between themselves.
4.06 LIST OF SHAREHOLDERS. The Secretary of the corporation or the
agent of the corporation having charge of the stock transfer records 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 thereof. The
list shall be arranged alphabetically within each class and series, with the
address of, and the number of shares held by, each shareholder, be produced at
the time and place of the meeting; be subject to inspection by any shareholder
during the whole time of the meeting; and be prima facie evidence as to who are
the shareholders entitled to examine the list or vote at the meeting.
4.07 QUORUM. Unless a greater or lesser quorum is required in the
Articles of Incorporation or by the laws of the State of Michigan, the
shareholders present at a meeting in person or by proxy who, as of the record
date for such meeting, were holders of a majority of the outstanding shares of
the corporation entitled to vote at the meeting shall constitute a quorum at
the meeting. Whether or not a quorum is present, a meeting of shareholders may
be adjourned by a vote of the shares present in person or by proxy. When the
holders of a class or series of shares are entitled to vote separately on an
item of business, this Bylaw applies in determining the presence of a quorum of
such class or series for transaction of such item of business.
4.08 PROXIES. A shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
other persons to act for him by proxy. A proxy shall be signed by the
shareholder or his authorized agent or representative and shall not be valid
after the expiration of three years from its date unless otherwise provided in
the proxy. A proxy is revocable at the pleasure of the shareholder executing it
except as otherwise provided by the laws of the State of Michigan.
4.09. INSPECTORS OF ELECTION. The Board of Directors, in advance of
a shareholders' meeting, may, and on request of a shareholder entitled to vote
thereat shall, appoint one or more inspectors. In case a person appointed fails
to appear or act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the person presiding
thereat. 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 and validity and effect of proxies, and
shall receive votes, ballots or consents, hear
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and determine challenges or consents, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting or a shareholder entitled to
vote thereat, the inspectors shall make and execute a written report to the
person presiding at the meeting of any of the facts found by them and matters
determined by them. The report shall be prima facie evidence of the facts
stated and of the vote as certified by the inspectors.
4.10 VOTING. Each outstanding share is entitled to one vote on
each matter submitted to a vote, unless otherwise provided in the Articles of
Incorporation. Votes shall be cast in writing, signed by the shareholder or
his proxy. 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 by the laws
of the State of Michigan. Except as otherwise provided by the Articles of
Incorporation, directors shall be elected by a plurality of the votes cast at
any election.
4.11 CONTROL SHARE ACQUISITIONS. Pursuant to Section 794 of
the Michigan Business Corporation Act, Chapter 7B of the Michigan Business
Corporation Act does not apply to any "control share acquisition" (as such term
is defined in Section 791 of the Michigan Business Corporation Act) of shares
of this Corporation.
ARTICLE V
DIRECTORS
5.01 NUMBER. The business and affairs of the corporation shall be
managed by a Board of not less than five (5) nor more than fifteen (15)
directors as shall be fixed from time to time by the Board of Directors. The
directors need not be residents of Michigan.
5.02 ELECTION, RESIGNATION, REMOVAL AND VACANCIES. The Board of
Directors shall be divided into three classes as nearly equal in number as
possible, with the term of office of one class expiring each year. The first
class of the first board of directors shall be elected to hold office for a
term expiring at the annual meeting of shareholders in 1982, directors of the
second class shall be elected to hold office for a term expiring at the next
succeeding annual meeting, and directors of the third class shall be elected to
hold office for a term expiring at the third succeeding annual meeting.
During the intervals between annual meetings of shareholders, any vacancy
occurring in the Board of Directors caused by resignation, removal, death or
other incapacity, and any newly created directorships resulting from an
increase in the number of directors, shall be filled by a majority vote of the
directors then in office, whether or not a quorum. Each director chosen to
fill a vacancy shall hold office for the unexpired term in respect of which
such vacancy occurred. Each director chosen to fill a newly created
directorship shall hold office until the next election of the class for which
such director shall
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have been chosen. When the number of directors is changed, any newly created
directorships or any decrease in directorships shall be so apportioned among
the classes as to make all classes as nearly equal in number as possible. Any
director may be removed from office as a director at any time, but only for
cause, by the affirmative vote of shareholders of record holding a majority of
the outstanding shares of stock of the corporation entitled to vote in
elections of directors given at a meeting of the shareholders called for that
purpose.
5.03 AGE. No person 70 years of age or over shall be eligible for
election, re-election or appointment to the Board of Directors. In the event a
director attains 70 years of age upon or before April 30 while serving his/her
term, such term shall automatically terminate at the next annual shareholders'
meeting. Such director's successor shall be elected by the shareholders for
the remainder of the retiring director's term at the said next annual
shareholders' meeting in the same manner as the other directors being elected.
5.04 ANNUAL MEETING. The Board of Directors shall meet each year
immediately after the annul meeting of the shareholders, or within three (3)
days of such time excluding Sundays and legal holidays if such later time is
deemed advisable, at the place where such meeting of the shareholders has been
held or such other place as the Board may determine, for the purpose of
election of officers and consideration of such business that may properly be
brought before the meeting; provided, that if less than a majority of the
directors appear for an annual meeting of the Board of Directors the holding of
such annual meeting shall not be required and the matters which might have been
taken up therein may be taken up at any later special or annul meeting, or by
consent resolution.
5.05 REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board
of Directors may be held at such times and places as the majority of the
directors may from time to time determine at a prior meeting or as shall be
directed or approved by the vote or written consent of all the directors.
Special meetings of the Board may be called by the Chairman of the Board (if
such office is filed) or the President and shall be called by the President or
Secretary upon the written request of any two directors.
5.06 NOTICES. No notice shall be required for annual or regular
meetings of the Board or for adjourned meetings, whether regular or special.
Three days' written notice shall be given for special meetings of the Board,
and such notice shall state the time, place and purpose or purposes of the
meeting.
5.07 QUORUM. A majority of the Board of Directors then in office,
or of the members of a committee thereof, constitutes a quorum for the
transaction of business. The vote of a majority of the directors present at
any meeting at which there is a quorum shall be the acts of the Board or of the
committee, except as a larger vote my be required by the laws of the State of
Michigan. A member of the Board or of a committee designated by the Board may
participate in a meeting by means of conference telephone or similar
communications equipment
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by means of which all persons participating in the meeting can hear each other.
Participation in a meeting in this manner constitutes presence in person at the
meeting,
5.08 EXECUTIVE AND OTHER COMMITTEES. The Board of Directors may,
by resolution passed by a majority of the whole Board, appoint three or more
members of the Board as an executive committee to exercise all powers and
authorities of the Board in management of the business and affairs of the
corporation, except that the committee shall not have power or authority to:
(a) Amend the Articles of Incorporation;
(b) Adopt an agreement of merger or consolidation;
(c) Recommend to shareholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets;
(d) Recommend to shareholders a dissolution of the corporation or
revocation of a dissolution;
(e) Amend these Bylaws;
(f) Fill vacancies in the Board;
(g) Fix the compensation of the directors for serving on the Board
or on a committee; or
(h) Unless expressly authorized by the Board, declare a dividend
or authorize the issuance of stock.
The Board of Directors from time to time may, by like resolution,
appoint such other committees of one or more directors to have such authority
as shall be specified by the Board in the resolution making such appointments.
The Board of Directors may designate one or more directors as alternate members
of any committee who may replace an absent or disqualified member at any
meeting thereof.
5.09 DISSENTS. A director who is present at a meeting of the Board
of Directors, or a committee thereof of which he is a member, at which action
on a corporate matter is taken is presumed to have concurred in that action
unless his dissent is entered in the minutes of the meeting or unless he files
his written dissent to the action with the person acting as secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation promptly after the
adjournment of the meeting. Such right to dissent does not apply to a director
who voted in favor of such action. A director who is absent
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from a meeting of the Board, or a committee thereof of which he is a member, at
which any such action is taken is presumed to have concurred in the action
unless he files his written dissent with the Secretary of the corporation
within a reasonable time after the has knowledge of the action.
5.10 COMPENSATION. The Board of Directors, by affirmative vote of
a majority of directors in office and irrespective of any personal interest of
any of them, may establish reasonable compensation of directors for services to
the corporation as directors or officers.
5.11 OWNERSHIP OF SHARES. It is a condition of qualification to
become a member, or to continue to be a member, of the Board of Directors that
such member be the bona fide owner in his own right of not less than $1,000,00
par value of the common stock of the corporation.
ARTICLE VI
NOTICES, WAIVERS OF NOTICE AND MANNER OF ACTING
6.01 NOTICES. All notices of meetings required to be given to
shareholders, directors or any committee of directors may be given by mail,
telegram, radiogram or cablegram to any shareholder, director or committee
member at his last address as it appears on the books of the corporation. Such
notice shall be deemed to be given at the time when the same shall be mailed or
otherwise dispatched.
6.02 WAIVER OF NOTICE. Notice of the time, place and purpose of
any meeting of shareholders, directors or committee of directors may be waived
by telegram, radiogram, cablegram or other writing, either before or after the
meeting, or in such other manner as may be permitted by the laws of the State
of Michigan. Attendance of a person at any meeting of shareholders, in person
or by proxy, or at any meeting of directors or of a committee of directors,
constitutes a waiver of notice of the meeting except when the person attends
the meeting 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.
6.03 ACTION WITHOUT A MEETING. Any action required or permitted at
any meeting of shareholders or directors or committee of directors may be taken
without a meeting, without prior notice and without a vote, if all of the
shareholders or directors or committee members entitled to vote thereon consent
thereto in writing.
ARTICLE VII
OFFICERS
7.01 NUMBER. The Board of Directors shall elect or appoint a
President, a Secretary
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and a Treasurer, and may select a Chairman of the Board, and one or more Vice
Presidents, Assistant Secretaries and/or Assistant Treasurers. The President
and Chairman of the Board, if any, shall be members of the Board of Directors.
Any two of the above offices, except those of the President and Vice President,
may be held by the same person, but no officer shall execute, acknowledge or
verify an instrument in more than one capacity.
7.02 TERM OF OFFICE, RESIGNATION AND REMOVAL. An officer shall
hold office for the term for which he is elected or appointed and until his
successor is elected or appointed and qualified, or until his resignation or
removal. An officer may resign by written notice to the corporation. The
resignation is effective upon its receipt by the corporation or at a subsequent
time specified in the notice of resignation. An officer may be removed by the
Board with or without cause. The removal of an officer shall be without
prejudice to his contract rights, if any. The election or appointment of an
officer does not of itself create contract rights.
7.03 VACANCIES. The Board or Directors my fill any vacancies in
any office occurring for whatever reason.
7.04 AUTHORITY. All officers, employees and agents of the
corporation shall have such authority and perform such duties in the conduct
and management of the business and affairs of the corporation as may be
designated by the Board of Directors and these Bylaws.
ARTICLE VIII
DUTIES OF OFFICERS
8.01 CHAIRMAN OF THE BOARD. The Chairman of the Board, if such
office is filled, shall be the chief executive officer of the corporation and
shall preside at all meetings of the shareholders and of the Board of Directors
at which he is present. He shall see that all orders and resolutions of the
Board are carried into effect, and he shall have the general powers of
supervision and management usually vested in the chief executive officer of a
corporation, including the authority to vote all securities of other
corporations and business organizations which are held by the corporation.
8.02 PRESIDENT. If the office of Chairman of the Board is filled,
the President shall be the chief operating officer of the corporation and shall
have the general powers of supervision and management over the day-to-day
operations of the corporation. In the absence or disability of the Chairman of
the Board, or if that office has not been filled he also shall perform the
duties and execute the powers of the Chairman of the Board as set forth in
these Bylaws.
8.03 VICE PRESIDENTS. The Vice Presidents, in order of their
seniority, shall, in the absence or disability of the President, perform his
duties and exercise his powers and shall perform such other duties as the Board
of Directors or the President may from time to time
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prescribe.
8.04 SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and of shareholders and shall record all votes and minutes
of all proceedings in a book to be kept for that purpose. He shall give or
cause to be given notice of all meetings of the shareholders and of the Board
of Directors. He shall keep in safe custody the seal of the corporation and,
when authorized by the Board, affix the same to any instrument requiring it,
and when so affixed it shall be attested by his signature, or by the signature
of the Treasurer or an Assistant Secretary. The Secretary may delegate any of
his duties, powers and authorities to one or more Assistant Secretaries, unless
such delegation is disapproved by the Board.
8.05 TREASURER. The Treasurer shall have the custody of the
corporate funds and securities; shall keep full and accurate accounts of
receipts and disbursements in books of 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 shall render to the President and directors, whenever they may
require it, an account of his transactions as Treasurer and of the financial
condition of the corporation. The Treasurer may delegate any of his duties,
powers and authorities to one or more Assistant Treasurers unless such
delegation be disapproved by the Board of Directors.
8.06 ASSISTANT SECRETARIES AND TREASURERS. The Assistant
Secretaries, in order of their seniority, shall perform the duties and exercise
the powers and authorities of the Secretary in case of his absence or
disability. The Assistant Treasurers, in the order of their seniority, shall
perform the duties and exercise the powers and authorities of the Treasurer in
case of his absence or disability. The Assistant Secretaries and Assistant
Treasurers shall also perform such duties as may be delegated to them by the
Secretary and Treasurer, respectively, and also such duties as the Board of
Directors may prescribe.
ARTICLE IX
SPECIAL CORPORATE ACTS
9.01 ORDERS FOR PAYMENT OF MONEY. All checks, drafts, notes,
bonds, bills of exchange and orders for payment of money of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
9.02 CONTRACTS AND CONVEYANCES. The Board of Directors of the
corporation may in any instance designate the officer and/or agent who shall
have authority to execute any contract, conveyance, mortgage or other
instrument on behalf of the corporation, or may ratify or confirm any
execution. When the execution of any instrument has been authorized without
specification of the executing officer, or agents, the Chairman of the Board,
the President or any Vice
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President, and the Secretary or Assistant Secretary or Treasurer or Assistant
Treasurer, may execute the same in the name and on behalf of this corporation
and may affix the corporate seal thereto.
ARTICLE X
BOOKS AND RECORDS
10.01 MAINTENANCE OF BOOKS AND RECORDS. The proper officers and
agents of the corporation shall keep and maintain such books, records and
accounts of the corporation's business and affairs, minutes of the proceedings
of its shareholders, Board and committees, if any, and such stock ledgers and
lists of shareholders, as the Board of Directors shall deem advisable, and as
shall be required by the laws of the State of Michigan and other states or
jurisdictions empowered to impose such requirements. Books, records and
minutes may be kept within or without the State of Michigan in a place which
the Board shall determine.
10.02 RELIANCE ON BOOKS AND RECORDS. In discharging his duties, a
director or an officer of the corporation, when acting in good faith may rely
upon the opinion of counsel for the corporation, upon the report of an
independent appraiser selected with reasonable care by the Board, or upon
financial statements of the corporation represented to him to be correct by the
President or the officer of the corporation having charge of its books of
account, or stated in a written report by an independent public or certified
public accountant or firm or such accountants fairly to reflect the financial
condition of the corporation.
ARTICLE XI
INDEMNIFICATION
11.01 NON-DERIVATIVE ACTIONS. Subject to all of the other
provisions of this Article, the corporation shall indemnify any person who was
or is a party to or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act
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in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
11.02 DERIVATIVE ACTIONS. Subject to all of the provisions of this
Article, the corporation shall indemnify any person who was or is a party to or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation or its shareholders and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been alleged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
11.03 EXPENSES OF SUCCESSFUL DEFENSE. To the extent that a person
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in Section 11.01 or 11.02 of these Bylaws, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
11.04 DETERMINATION THAT INDEMNIFICATION IS PROPER. Any
indemnification under Section 11.01 or 11.02 of these Bylaws (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the person is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Section 11.01 or 11.02, whichever is applicable. Such determination shall
be made in any of the following ways:
(i) By the Board by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding.
(ii) If such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion.
(iii) By the shareholders.
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11.05 EXPENSE ADVANCE. Expenses incurred in defending a civil or
criminal action, suit or proceeding described in Section 11.01 or 11.02 of
these Bylaws may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding as authorized in the manner provided in
Section 11.04 upon receipt of an undertaking by or on behalf of the person
involved to repay such amount unless it shall ultimately be determined that he
is entitled to be indemnified by the corporation.
11.06 FORMER DIRECTORS AND OFFICERS. The indemnification provided
in the foregoing Sections continues 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 person.
11.07 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, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have power to
indemnify him against such liability under these Bylaws or the laws of the
State of Michigan.
11.08 CHANGES IN MICHIGAN LAW. In the event of any change of the
Michigan statutory provisions applicable to the corporation relating to the
subject matter of Article XI of these Bylaws, then the indemnification to which
any person shall he entitled hereunder shall be determined by such changed
provisions. The Board of Directors is authorized to amend this Bylaw to
conform to any such changed statutory provisions.
ARTICLE XII
PROXIES
12.01 PROXIES. Any share in any other corporation which may from
time to time be held by the Corporation may be represented and voted at any
meeting of stockholders of such other corporation by any person or persons
thereunto authorized by the Board of Directors, or if no one is so authorized,
by the President or by any proxy appointed in writing by the President.
ARTICLE XIII
AMENDMENTS
13.01 AMENDMENTS. The Bylaws of the corporation may be amended,
altered or repealed, in whole or in part, by the shareholders, as provided in
the Articles of Incorporation, by the Board of Directors at any meeting duly
held in accordance with these Bylaws, provided
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that notice of the meeting includes notice of the proposed amendment,
alteration or repeal, and provide further that the Board of Directors shall not
make or alter any Bylaw fixing their number, qualifications, classifications or
term of office, but the Board of Directors may, however, recommend to the
shareholders such addition or alteration as provide in the Articles of
Incorporation.
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