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EXHIBIT 3.11
BYLAWS
OF
OXFORD AUTOMOTIVE, INC.
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 also may 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 may 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 or otherwise reproduced.
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 on such terms and conditions as the Board shall deem
advisable, subject to the Articles of Incorporation and any requirements of 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, the
President or a Vice President and also may be signed by the Secretary,
Treasurer, Assistant Secretary, or Assistant Treasurer of the corporation, and
may be sealed with the seal of the corporation or a facsimile thereof. 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, restrictive legend, and such
other provisions as may be required by the laws of the State of Michigan.
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3.03 Transfer of Shares. The shares of the capital stock of the
corporation are transferable only on the books of the corporation upon
surrender of the certificate therefor, properly endorsed for transfer, and the
presentation of such evidences of ownership and validity of the assignment as
the corporation may require.
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, merger, plan of share exchange,
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 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.
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 at such time as the Board of Directors shall from
time to time determine. Directors shall be elected at each annual meeting and
such other business shall be 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
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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 the
shareholder's 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 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 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 the
shareholder's 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 the shareholder by proxy.
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A proxy shall be signed by the shareholder or the shareholder's 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 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 may be cast 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 vote 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.
ARTICLE V
DIRECTORS
5.01 Number. The business and affairs of the corporation shall be
managed by or under the direction of the Board of Directors. The number of
directors shall be not less than one nor more than ten directors as shall be
fixed from time to time by the Board of Directors. The directors need not be
residents of Michigan or shareholders of the corporation.
5.02 Election, Resignation and Removal. Directors shall be elected
at each annual meeting of the shareholders, each to hold office until the next
annual meeting of shareholders and until the director's successor is elected
and qualified, or until the director's resignation or removal. A director may
resign by written notice to the corporation. The resignation is effective upon
its receipt by the corporation or a subsequent time as set forth in the notice
of resignation. A director or the entire Board of Directors may be removed,
with or without cause, by vote of the holders of a majority of the shares
entitled to vote at an election of directors.
5.03 Vacancies. Vacancies in the Board of Directors occurring by
reason of death, resignation, removal, increase in the number of directors or
otherwise shall be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors, unless
filled by proper action of the shareholders of the corporation. Each person so
elected shall be a director for a term of office continuing only until the next
election of directors by the shareholders. A vacancy that will occur at a
specific date, by reason of a resignation effective at a later date or
otherwise, may be filled before the vacancy occurs, but the newly elected
director may not take office until the vacancy occurs.
5.04 Annual Meeting. The Board of Directors shall meet each year
immediately after the annual meeting of the shareholders, or within three 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
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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 annual 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 filled) 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 and Voting. 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 may 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 by means of which all persons participating in the
meeting can communicate with 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 one 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; or (g) 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.
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5.09 Dissents. A director who is present at a meeting of the Board
of Directors, or a committee thereof of which the director is a member, at
which action on a corporate matter is taken is presumed to have concurred in
that action unless the director's dissent is entered in the minutes of the
meeting or unless the director files a 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 from a meeting of the Board, or a committee thereof of
which the director is a member, at which any such action is taken is presumed
to have concurred in the action unless the director files a written dissent
with the Secretary of the corporation within a reasonable time after the
director 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.
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,
telecopy, telegram, radiogram or cablegram to any shareholder, director or
committee member at the addressee's 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 telecopy, 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 as follows:
(a) In the case of a shareholder, unless the shareholder at the
beginning of the meeting objects to holding the meeting or transacting business
at the meeting, or unless with respect to consideration of a particular matter
at the meeting that is not within the purpose or purposes described in the
meeting notice, the shareholder objects to considering the matter when it is
presented.
(b) In the case of a director, unless he or she at the beginning
of the meeting, or upon his or her arrival, objects to the meeting or the
transacting of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting.
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6.03 Action By Directors Without a Meeting. Any action required or
permitted at any meeting of directors or committee of directors may be taken
without a meeting, without prior notice and without a vote, if all of the
directors or committee members entitled to vote thereon consent thereto in
writing, before or after the action is taken.
6.04 Action By Shareholders Without a Meeting. Any action required
or permitted by the Michigan Business Corporation Act to be taken at any annual
or special meeting of shareholders may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
the action at a meeting at which all shares entitled to vote thereon were
present and voted.
Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to shareholders who have
not consented in writing.
ARTICLE VII
OFFICERS
7.01 Number. The Board of Directors shall elect or appoint a
President, a Secretary and a Treasurer, and may select a Chairman of the Board,
a Vice Chairman of the Board and one or more Vice Presidents, Assistant
Secretaries or Assistant Treasurers. The President, Chairman of the Board, if
any, and Vice Chairman of the Board, if any, shall be members of the Board of
Directors. Any two or more of the above offices, except those of President and
Vice President, and Chairman of the Board and Vice Chairman of the Board, may
be held by the same person. No officer shall execute, acknowledge or verify an
instrument in more than one capacity if the instrument is required by law, the
Articles of Incorporation or these Bylaws to be executed, acknowledged, or
verified by one or more officers.
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 of Directors may 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.
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ARTICLE VIII
DUTIES OF OFFICERS
8.01 Chairman of the Board. The Chairman of the Board, if such office is
filled, shall preside at all meetings of the shareholders and of the Board of
Directors at which the Chairman is present.
8.02 Vice Chairman of the Board. The Vice Chairman of the Board, if such
office is filled, shall, in the absence or disability of the Chairman of the
Board, perform the duties and exercise the powers of the Chairman of the Board
and shall perform such other duties as the Board of Directors or the Chairman
of the Board may from time to time prescribe.
8.03 President. The President shall be the chief executive officer of
the corporation. The President shall see that all orders and resolutions of
the Board are carried into effect, and the President 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 held by the corporation. In the
absence or disability of the Chairman of the Board and the Vice Chairman of the
Board, or if both of such offices have not been filled, the President also
shall perform the duties of the Chairman of the Board as set forth in these
Bylaws.
8.04 Vice Presidents. The Vice Presidents, in order of their seniority,
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President and shall perform such other duties as the
Board of Directors or the President may from time to time prescribe.
8.05 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, shall give or cause to be
given notice of all meetings of the shareholders and of the Board of Directors,
and 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 the signature of the Secretary, or by the
signature of the Treasurer or an Assistant Secretary. The Secretary may
delegate any of the duties, powers and authorities of the Secretary to one or
more Assistant Secretaries, unless such delegation is disapproved by the Board.
8.06 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. The Treasurer
shall render to the President and directors, whenever they may require it, an
account of his or her transactions as Treasurer and of the financial condition
of the corporation. The Treasurer may delegate any of his or her duties,
powers and authorities to one or more Assistant Treasurers unless such
delegation is disapproved by the Board of Directors.
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8.07 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 the Secretary's 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 the
Treasurer's 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 officers or agents, the Chairman of the Board,
the Vice Chairman of the Board, the President or any Vice 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 or her
duties, a director or an officer of the corporation, when acting in good faith,
may rely upon information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by any
of the following:
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(a) One or more directors, officers, or employees of the corporation, or
of a business organization under joint control or common control, whom the
director or officer reasonably believes to be reliable and competent in the
matters presented.
(b) Legal counsel, public accountants, engineers, or other persons as to
matters the director or officer reasonably believes are within the person's
professional or expert competence.
(c) A committee of the board of which he or she is not a member if the
director or officer reasonably believes the committee merits confidence.
A director or officer is not entitled to rely on the information set forth
above if he or she has knowledge concerning the matter in question that makes
reliance otherwise permitted unwarranted.
ARTICLE XI
INDEMNIFICATION
11.01 Non-Derivative Actions. Subject to all of the other provisions
of this Article XI, the corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative and whether formal or informal (other than an action by or in
the right of the corporation) by reason of the fact that the person is or was a
director or officer 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, against expenses (including actual
and reasonable 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 the person acted in good faith and in a
manner the person 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, if the person 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 in a manner which the person
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 or her conduct was
unlawful.
11.02 Derivative Actions. Subject to all of the provisions of this
Article XI, 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 the person is or was a director or officer
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, against expenses (including attorneys' fees) and
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amounts paid in settlement actually and reasonably incurred by the person in
connection with such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders. However, indemnification
shall not be made for any claim, issue or matter in which such person has been
found liable to the corporation unless and only to the extent that the court in
which such action or suit was brought has determined 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 indemnification for the
reasonable expenses incurred.
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 in the action, suit or proceeding, the
person shall be indemnified against actual and reasonable expenses (including
attorneys' fees) incurred by such person in connection with the action, suit or
proceeding and any action, suit or proceeding brought to enforce the mandatory
indemnification provided by this Section ll.03.
11.04 Definition. For the purposes of Sections 11.01 and 11.02,
"other enterprises" shall include employee benefit plans; "fines" shall include
any excise taxes assessed on a person with respect to an employee benefit plan;
and "serving at the request of the corporation" shall include any service as a
director, officer, employee, or agent of the corporation which imposes duties
on, or involves services by, the director or officer with respect to an
employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner the person reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan
shall be considered to have acted in a manner "not opposed to the best
interests of the corporation or its shareholders" as referred to in Sections
11.01 and 11.02.
11.05 Contract Right; Limitation on Indemnity. The right to
indemnification conferred in this Article XI shall be a contract right, and
shall apply to services of a director or officer as an employee or agent of the
corporation as well as in such person's capacity as a director or officer.
Except as provided in Section 11.03 of these Bylaws, the corporation shall have
no obligations under this Article XI to indemnify any person in connection with
any proceeding, or part thereof, initiated by such person without authorization
by the Board of Directors.
11.06 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 the person has met the applicable standard of conduct set
forth in Section 11.01 or 11.02, whichever is applicable, and upon an
evaluation of the reasonableness of expenses and amount paid in settlement.
Such determination and evaluation shall be made in any of the following ways:
(a) By a majority vote of a quorum of the Board consisting of directors
who are not parties or threatened to be made parties to such action, suit or
proceeding.
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(b) If the quorum described in clause (a) above is not obtainable, then
by a majority vote of a committee of directors duly designated by the Board of
Directors and consisting solely of two or more directors who are not at the
time parties or threatened to be made parties to the action, suit or
proceeding.
(c) By independent legal counsel in a written opinion which counsel
shall be selected in one of the following ways: (i) by the board or its
committee in the manner prescribed in subparagraph (a) or (b); or (ii) if a
quorum of the board cannot be obtained under subparagraph (a) and a committee
cannot be designated under subparagraph (b), by the board.
(d) By all directors who are independent directors as defined in Section
107(3) of the Michigan Business Corporation Act and who are not parties or
threatened to be made parties to the action, suit or proceeding.
(e) By the shareholders, but shares held by directors or officers who
are parties or threatened to be made parties to the action, suit or proceeding
may not be voted.
11.07 Proportionate Indemnity. If a person is entitled to
indemnification under Section 11.01 or 11.02 of these Bylaws for a portion of
expenses, including attorneys' fees, judgments, penalties, fines, and amounts
paid in settlement, but not for the total amount thereof, the corporation shall
indemnify the person for the portion of the expenses, judgments, penalties,
fines, or amounts paid in settlement for which the person is entitled to be
indemnified.
11.08 Expense Advance. The corporation may pay or reimburse the
reasonable expenses incurred by a person referred to in Section 11.01 or 11.02
of these bylaws who is a party or threatened to be made a party to an action,
suit, or proceeding in advance of final disposition of the proceeding if all of
the following apply: (a) the person furnishes the corporation a written
affirmation of his or her good faith belief that he or she has met the
applicable standard of conduct set forth in Section 11.01 or 11.02; (b) 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 standard of conduct; (c) the authorization of
payment is made in the manner specified in Section 11.06; and (d) a
determination is made that the facts then known to those making the
determination would not preclude indemnification under Section 11.01 or 11.02.
The undertaking shall be an unlimited general obligation of the person on whose
behalf advances are made but need not be secured.
11.09 Non-Exclusivity of Rights. The indemnification or advancement
of expenses provided under this Article XI is not exclusive of other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under a contractual arrangement with the corporation. However, the
total amount of expenses advanced or indemnified from all sources combined
shall not exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses.
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11.10 Indemnification of Employees and Agents of the Corporation.
The corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses
to any employee or agent of the corporation to the fullest extent of the
provisions of this Article XI with respect to the indemnification and
advancement of expenses of directors and officers of the corporation.
11.11 Former Directors and Officers. The indemnification provided in
this Article XI continues as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs, executors and
administrators of such person.
11.12 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 the person 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 power to indemnify the person against such liability under these Bylaws or
the laws of the State of Michigan.
11.13 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 this Article XI, then the indemnification to which any
person shall be entitled hereunder shall be determined by such changed
provisions, but only to the extent that any such change permits the corporation
to provide broader indemnification rights than such provisions permitted the
corporation to provide prior to any such change. Subject to Section 11.14, the
Board of Directors is authorized to amend these Bylaws to conform to any such
changed statutory provisions.
11.14 Amendment or Repeal of Article XI. No amendment or repeal of
this Article XI shall apply to or have any effect on any director or officer of
the corporation for or with respect to any acts or omissions of such director or
officer occurring prior to such amendment or repeal.
ARTICLE XII
AMENDMENTS
12.01 Amendments. The Bylaws of the corporation may be amended,
altered or repealed, in whole or in part, by the shareholders or by the Board
of Directors at any meeting duly held in accordance with these Bylaws, provided
that notice of the meeting includes notice of the proposed amendment,
alteration or repeal.
Dated: May 1, 1997
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