1
EXHIBIT 3.21
BY-LAWS
OF
HOWELL INDUSTRIES, INC.
a Michigan corporation
ARTICLE I
OFFICES
Section 1. The registered office of the corporation shall be located at
17515 West Nine Mile Road, in the City of Southfield, County of Oakland, and
State of Michigan, or such other place as may be designated as the registered
office by the Board of Directors.
Section 2. The Corporation may also have offices or branches at such other
places, both within and without the State of Michigan, as the Board of
Directors may from time to time determine or as the business of the corporation
may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. All meetings of the shareholders shall be held at the
registered office of the corporation, or at such other place either within or
without the State of Michigan as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting.
Section 2. Annual meetings of shareholders shall be held on the fourth
Tuesday in November of each year if not a legal holiday in the state in which
the meeting shall be held, and if a legal holiday, then on the next secular day
following, at such time as determined by the Board of Directors, or at such
other date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. At the annual meeting, the
shareholders shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting. If the annual meeting is not
held on the date designated therefor, the Board of Directors shall cause the
meeting to be held as soon thereafter as convenient.
2
Section 3. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the chairman of the board or president, and
shall be called by the chairman of the board or president at the request in
writing of a majority of the Board of Directors or at the request in writing of
the holders of not less than ten percent (10%) of all the shares entitled to
vote at a meeting. Such request shall state the purpose or purposes of the
proposed meeting.
Section 4. 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 thereof. The list shall be arranged in alphabetical order
within each class and series and show the address of each shareholder and the
number of shares registered in the name of each shareholder. The list shall
also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any shareholder who is present.
Section 5. Except as may be provided by statute, written notice of an
annual or special meeting of shareholders stating the place, date and hour of
the meeting and the purpose or purposes for which the meeting is called, shall
be given not less than ten (10) nor more than sixty (60) days before the date
of the meeting, to each shareholder of record entitled to vote at such meeting.
Section 6. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise expressly required by statute or by the Articles
of Incorporation. All shareholders present in person or represented by proxy
at such meeting may continue to do business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum. If,
however, such quorum shall not be initially present at any meeting of the
shareholders, a majority of the shareholders entitled to vote thereat shall
nevertheless have power to adjourn the meeting from time to time and to another
place, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting, at which a quorum
shall be present or represented, any business may be transacted which might
have been transacted at the meeting as originally notified. If the adjournment
is for more than sixty (60) days, or 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 entitled to vote at the meeting.
Section 7. When an action other than the election of directors is to be
taken by 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 express requirement of the statutes or of the Articles
of Incorporation, in which case such express provision shall govern and control
the decision of such question. Except as otherwise expressly required by the
Articles of Incorporation, directors shall be elected by a plurality of the
votes cast at an election.
2
3
Section 8. Each shareholder shall at every meeting of the shareholders be
entitled to one (1) 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. Each proxy shall be in writing and signed by the
shareholder or his authorized agent or representative. A proxy is not valid
after the expiration of three (3) years from 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.
Section 9. To the extent permitted by the Articles of Incorporation, any
action required or permitted to be taken at any annual or special meeting of
shareholders of the corporation, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be 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.
Section 10. Any action required or permitted to be taken at an annual or
special meeting of shareholders of the corporation may be taken without a
meeting, without prior notice and without a vote, if all the shareholders
entitled to vote thereon consent thereto in writing.
Section 11. Attendance of a person at a meeting of shareholders in person
or by proxy constitutes a waiver of notice of the meeting except where the
shareholder attends a meeting for the express purpose of objecting at the
beginning of the meeting to the transaction of any business because the meeting
was not lawfully called or convened.
ARTICLE III
DIRECTORS
Section 1. The business and affairs of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these By-Laws directed or required to be exercised or
done by the shareholders.
Section 2. The number of directors which shall constitute the whole board
shall be not less than three nor more than seven. Within the limits above
specified, the number of directors shall be determined from time to time by
resolution of the Board of Directors. The directors shall be elected at the
annual meeting of the shareholders, except as provided in Sections 3 and 5 of
this Article, and each director elected shall hold office until his successor
is elected and qualified or until his resignation or removal. Directors need
not be shareholders or officers of the corporation.
Section 3. 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 directors
3
4
then in office, though less than a quorum, or by a sole remaining director, and
the directors so chosen shall hold office until the next annual election of
directors by the shareholders and until their successors are duly elected and
qualified, or until their resignation or removal.
Section 4. The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Michigan.
Unless otherwise restricted by the Articles of Incorporation, members of the
Board of Directors, or any committee designated by the Board, may participate
in a meeting of the Board or committee by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to
this section shall constitute presence in person at such meeting.
Section 5. The first meeting of each newly elected Board of Directors
shall be held promptly following the annual meeting of shareholders on the date
thereof. No notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall
be present. In the event such meeting is not so held, the meeting may be held
at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.
Section 6. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the Board or by the chairman of the board or president. Any notice given of
a regular meeting need not specify the business to be transacted or the purpose
of the meeting.
Section 7. Special meetings of the Board may be called by the chairman of
the board or president on two (2) days' notice to each director by mail or
twenty-four (24) hours' notice either personally, by telephone or by telegram;
special meetings shall be called by the chairman of the board or president in
like manner and on like notice on the written request of two (2) directors.
The notice need not specify the business to be transacted or the purpose of the
special meeting. The notice shall specify the place of the special meeting.
Section 8. At all meetings of the Board or a committee thereof, one-third
(1/3) of the directors then in office or members of such committee, but not
less than two (if there are at least two members of the Board or such
committee) shall constitute a quorum for the transaction of business. The act
of a majority of the members present at any meeting at which there is a quorum
shall be the act of the Board of Directors or the committee, unless the vote of
a larger number is specifically required by statute, by the Articles of
Incorporation, or by these By-Laws. If a quorum shall not be present at any
meeting of the Board of Directors or a committee, the members present thereat
may adjourn the meeting from time to time and to another place without notice
other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise provided by the Articles of Incorporation, any
action required or permitted to be taken at any meeting of the Board of
Directors or of any committee
4
5
thereof may be taken without a meeting, if, before or after the action, all
members of the Board or committee consent thereto in writing. The written
consents shall be filed with the minutes of proceedings of the Board or
committee. Such consents shall have the same effect as a vote of the Board or
committee for all purposes.
Section 10. The Board of Directors may, by resolution, designate one (1)
or more committees, each committee to consist of one (1) or more of the
directors of the corporation. The Board may designate one (1) or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of any member of such committee, the members thereof present
at any meeting and not disqualified from voting, whether or not they constitute
a quorum, may unanimously appoint another member of the Board to act at the
meeting in place of such absent or disqualified member. Any such committee, to
the extent provided in the resolution of the Board, shall have and may exercise
the powers of the Board of Directors in the management of the business and
affairs of the corporation provided, however, such a 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 a
revocation of a dissolution.
(e) Amend the By-Laws of the corporation.
(f) Fill vacancies in the Board.
(g) Fix compensation of the directors for serving on the Board or on a
committee.
(h) Declare a dividend.
(i) Authorize the issuance of stock.
Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors. A
committee, and each member thereof, shall serve at the pleasure of the Board.
Section 11. Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.
5
6
Section 12. 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 committee. No such payment shall preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.
Section 13. 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.
Section 14. Attendance of a director at a meeting constitutes a waiver of
notice of the meeting except where a director attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
Articles of Incorporation or of these By-Laws, written notice is required to be
given to any director, committee member or shareholder, such notice may be
given in writing by mail (registered, certified or other first class mail)
addressed to such director, shareholder or committee member at his address as
it appears on the records of the corporation, with postage thereon prepaid.
Such notice shall be deemed to be given at the time when the same shall be
deposited in a post office or official depository under the exclusive care and
custody of the United States postal service.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Articles of Incorporation or of these
By-Laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the shareholders, directors or a
committee, need be specified in any written waiver of notice.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the Board of
Directors at its first meeting after each annual meeting of shareholders and
shall be a president, a secretary and a treasurer. The Board of Directors may
also create and fill the office of chairman of the board and vice chairman of
the board, and may choose one or more vice presidents, and one or more
assistant secretaries and assistant treasurers. Any number of offices may be
held by the same person.
6
7
Section 2. The Board of Directors may from time to time appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.
Section 3. The salaries of all officers of the corporation shall be fixed
by the Board of Directors.
Section 4. The officers of the corporation shall hold office at the
pleasure of the Board of Directors. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors with or
without cause. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors. 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.
Section 5. Unless otherwise provided by resolution of the Board of
Directors, the president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the Board of
Directors (if he shall be a member of the Board), shall have general and active
management of the business and affairs of the corporation and shall see that
all orders and resolutions of the Board of Directors are carried into effect.
He shall execute on behalf of the corporation, and may affix or cause the seal
to be affixed to, all instruments requiring such execution except to the extent
the signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.
Section 6. The vice presidents shall act under the direction of the
president and in the absence or disability of the president shall perform the
duties and exercise the powers of the president. They shall perform such other
duties and have such other powers as the president or the Board of Directors
may from time to time prescribe. The Board of Directors may designate one or
more executive vice presidents. The duties and powers of the president shall
descend to the vice presidents in such specified order of seniority.
Section 7. The secretary shall act under the direction of the president.
Subject to the direction of the president he shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record the
proceedings. He shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the president or the Board of
Directors. He shall keep in safe custody the seal of the corporation and, when
authorized by the president or the Board of Directors, cause it to be affixed
to any instrument requiring it.
Section 8. The assistant secretaries shall act under the direction of the
president. In the order of their seniority, unless otherwise determined by the
president or the Board of Directors, they shall, in the absence or disability
of the secretary, perform the duties and exercise the powers of the
7
8
secretary. They shall perform such other duties and have such other powers as
the president or the Board of Directors may from time to time prescribe.
Section 9. The treasurer shall act under the direction of the president.
Subject to the direction of the president he shall have custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the president or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the president and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation. He may affix or cause to be affixed the seal of the corporation
to documents so requiring the seal.
Section 10. The assistant treasurers in the order of their seniority,
unless otherwise determined by the president or the Board of Directors shall,
in the absence or disability of the treasurer, perform the duties and exercise
the powers of the treasurer. They shall perform such other duties and have
such other powers as the president or the Board of Directors may from time to
time prescribe.
Section 11. To the extent the powers and duties of the several officers
are not provided from time to time by resolution or other directive of the
Board of Directors or by the president (with respect to other officers), the
officers shall have all powers and shall discharge the duties customarily and
usually held and performed by like officers of corporations similar in
organization and business purposes to this corporation.
ARTICLE VI
CERTIFICATES OF STOCK AND SHAREHOLDERS OF RECORD
Section 1. The shares of stock of the corporation shall be represented by
certificates signed by, or in the name of the corporation by, the chairman of
the board, vice chairman of the board, president, or a vice president, and by
the treasurer, assistant treasurer, secretary or assistant secretary of the
corporation. Each holder of stock in the corporation shall be entitled to have
such a certificate certifying the number of shares owned by him in the
corporation.
Section 2. Any of or all the signatures on the certificate may be a
facsimile if the certificate is countersigned by a transfer agent or registered
by a registrar other than the corporation itself or its employee. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer at the date of issue. The seal of the corporation or a facsimile
thereof may, but need not, be affixed to the certificates of stock.
8
9
Section 3. The Board of Directors may direct a new certificate for shares
to be issued in place of any certificate theretofore issued by the corporation
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or destroyed.
When authorizing such issue of a new certificate, the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost or destroyed certificate, or his legal representative,
to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 5. In order that the corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or to dissent from a proposal
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or for the purpose of any other
action, the Board of Directors may fix, in advance, a date as a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action.
If no record date is fixed:
(a) The record date for determining shareholders entitled to notice of or
to vote at a meeting of shareholders shall be at the close of business on the
day on which notice is given, or, if no notice is given, at 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 at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.
A determination of shareholders of record entitled to notice of or to vote
at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for
the adjourned meeting.
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares for all
purposes, including voting and dividends, and shall not be bound to recognize
any equitable or other claim to interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Michigan.
9
10
ARTICLE VII
INDEMNIFICATION
The Corporation shall, to the fullest extent authorized or permitted by
the Michigan Business Corporation Act, (a) indemnify any person, and his or her
heirs, executors, administrators and legal representatives, who was, is, or is
threatened to be made, a party to any threatened, pending or completed 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 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 (collectively, "Covered Matters"); and (b)
pay or reimburse the reasonable expenses incurred by such person and his or her
heirs, executors, administrators and legal representatives in connection with
any Covered Matter in advance of final disposition of such Covered Matter. The
Corporation 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
Section 1. All checks, drafts or demands for money and notes 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. All funds
of the corporation not otherwise employed shall be deposited from time to time
to the credit of the corporation in such banks, trust companies or other
depositories as the Board of Directors may from time to time designate.
Section 2. The fiscal year of the corporation shall end on the last day of
July of each year or such other date as shall be fixed from time to time by
resolution of the Board of Directors.
Section 3. The Board of Directors may adopt a corporate seal for the
corporation. The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal, Michigan." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
Section 4. The corporation shall keep within or without the State of
Michigan books and records of account and minutes of the proceedings of its
shareholders, Board and executive committee, if any. The corporation shall
keep at its registered office or at the office of its transfer agent within or
without the State 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 holders of record thereof. 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.
10
11
Section 5. These By-Laws shall govern the internal affairs of the
corporation to the extent they are consistent with law and the Articles of
Incorporation. Nothing contained in the By-Laws shall, however, prevent the
imposition by contract of greater voting, notice or other requirements than
those set forth in these By-Laws.
ARTICLE IX
AMENDMENTS
Section 1. The By-Laws may be amended or repealed, or new by-laws may he
adopted, by action of either the shareholders or the Board of Directors. The
shareholders may from time to time specify particular provisions of the By-Laws
which shall not be altered or repealed by the Board of Directors.
ARTICLE X
CONTROL SHARE ACT
Chapter 7B of the Michigan Business Corporation Act does not
apply to control share acquisitions of shares of the Corporation.
11