1
EXHIBIT 3.14
AMENDED AND RESTATED
BYLAWS
OF
TURN-MATIC, INC.
TABLE OF CONTENTS
1. Offices ........................................................... 1
1.1 Principal Office ........................................ 1
1.2 Other Offices ........................................... 1
2. Seal and Fiscal Year .............................................. 1
2.1 Seal .................................................... 1
2.2 Fiscal Year ............................................. 1
3. Capital Stock ..................................................... 1
3.1 Issuance of Shares ...................................... 1
3.2 Certificates for Shares ................................. 1
3.3 Transfer of Shares ...................................... 2
3.4 Registered Shareholders ................................. 2
3.5 Lost or Destroyed Certificates .......................... 2
3.6 Lien .................................................... 2
4. Shareholders and Meetings of Shareholders ......................... 3
4.1 Annual Meeting .......................................... 3
4.2 Special Meetings ........................................ 3
4.3 Time and Place of Meetings .............................. 3
4.4 Attendance Via Telephone Conference Call ................ 3
4.5 Record Dates ............................................ 3
4.6 List of Shareholders .................................... 4
4.7 Quorum .................................................. 4
4.8 Proxies ................................................. 5
4.9 Inspectors of Election .................................. 5
4.10 Voting .................................................. 5
4.11 Shareholders' Action Without a Meeting .................. 6
5. Board of Directors ................................................ 6
5.1 Scope of Authority ...................................... 6
5.2 Number .................................................. 6
5.3 Qualifications of Directors ............................. 7
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5.4 Election, Resignation, and Removal ........................ 7
5.5 Vacancies ................................................. 7
5.6 Annual Meeting ............................................ 7
5.7 Regular Meetings .......................................... 7
5.8 Special Meetings .......................................... 7
5.9 Attendance Via Telephone Conference Call .................. 7
5.10 Quorum .................................................... 8
5.11 Directors' Action Without a Meeting ....................... 8
5.12 Executive and Other Committees ............................ 8
5.13 Dissents .................................................. 9
5.14 Compensation .............................................. 9
6. Notices; Waivers of Notice ........................................ 9
6.1 Manner of Giving Notice ................................... 9
6.2 Time for Giving Notice .................................... 9
6.3 Waiver of Notice .......................................... 10
7. Officers .......................................................... 11
7.1 Number .................................................... 11
7.2 Term of Office, Resignation, and Removal .................. 11
7.3 Vacancies ................................................. 11
7.4 Authority ................................................. 11
8. Duties of Officers ................................................ 11
8.1 Chairperson of the Board .................................. 11
8.2 President ................................................. 11
8.3 Vice Presidents ........................................... 12
8.4 Secretary ................................................. 12
8.5 Treasurer ................................................. 12
8.6 Assistant Secretaries and Treasurers ...................... 12
9. Execution of Contracts and Instruments ............................ 13
9.1 Checks and Drafts ......................................... 13
9.2 Contracts and Instruments ................................. 13
10. Books and Records ................................................. 13
10.1 Maintenance of Books and Records .......................... 13
10.2 Reliance on Books and Records ............................. 13
11. Indemnification ................................................... 14
11.1 Nonderivative Actions ..................................... 14
11.2 Derivative Actions ........................................ 14
11.3 Expenses of Successful Defense ............................ 15
11.4 Determination that Indemnification is Proper .............. 15
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11.5 Expense Advance .................. 16
11.6 Former Directors and Officers .... 16
11.7 Insurance ........................ 16
12. Governing Rules and Amendments .......... 16
12.1 Governing Rules .................. 16
12.2 Amendments ....................... 17
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AMENDED AND RESTATED
BYLAWS
OF
TURN-MATIC, INC.
1. Offices.
1.1 Principal Office. The principal office of the Corporation
shall be located in the State of Michigan, where the Board of Directors
determines from time to time.
1.2 Other Offices. The Corporation may also have other
offices, inside or outside of Michigan, where the Board of Directors determines
from time to time.
2. Seal and Fiscal Year.
2.1 Seal. The Board of Directors may adopt, alter or terminate
the use of a corporate seal at any time. The form or design of the seal shall be
determined periodically by the Board of Directors. The seal may be used by
causing it or a facsimile to be impressed, affixed, or reproduced.
2.2 Fiscal Year. The fiscal year of the Corporation shall be
determined from time to time by the Board of Directors.
3. Capital Stock.
3.1 Issuance of Shares. The Board of Directors may, subject to
its discretion, issue some or all of the shares of stock authorized in the
Articles of Incorporation. The amount, time, consideration and other terms and
conditions of any issuance of stock shall be determined by the Board of
Directors.
3.2 Certificates for Shares. The shares of stock of the
Corporation shall be represented by one or more certificates. A certificate
shall state on 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 of
shares; and the designation of the class and series, if any. A certificate shall
be signed by the Chairperson of the Board, President or a Vice President, and
may also be signed by another officer of the Corporation. The signatures may be
facsimiles. If an officer who has signed or whose facsimile signature has been
placed upon a certificate ceases to be an officer before the certificate is
issued, it may be issued by the Corporation with the same effect as if he or she
was an
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Amended and Restated Bylaws Page 2
officer at the date of issuance. Certificates may be sealed with the seal of the
Corporation or a facsimile.
3.3 Transfer of Shares. A transfer of shares of the capital
stock of the Corporation shall not be effective until recorded on the books and
records of the Corporation. The Corporation shall record a transfer of shares
only upon the surrender of the certificate or an assignment of the shares
separate from the certificate, properly endorsed for transfer, and the
presentation of such evidence of ownership and validity of the transfer or
assignment as the Corporation may require.
3.4 Registered Shareholders. The Corporation shall be entitled
to treat the person in whose name any share of stock is registered on the books
of the Corporation as the owner for all purposes, including the declaration or
payment of dividends and other distributions; voting or the approval or consent
of shareholders without a vote; and the provision of notice to shareholders. The
Corporation 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 of such claim or interest, except as expressly
required by the laws of the State of Michigan.
3.5 Lost or Destroyed Certificates. Upon the presentation to
the Corporation of an affidavit attesting to the loss, destruction or mutilation
of any certificate for shares of stock of the Corporation, the Board of
Directors may direct the issuance of a new certificate to replace the lost,
destroyed, or mutilated certificate. The Board of Directors may require, as a
condition precedent to the issuance of a new certificate, 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 as the Board of Directors may direct or approve; or
(d) The order or approval of a court or judge.
3.6 Lien. The Corporation shall retain a security interest in
all stock of the Corporation subscribed for by a shareholder to secure the
payment of the subscription price and the performance of any other obligations
under the subscription agreement. To perfect such security interest, the
shareholder shall pledge his or her
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Amended and Restated Bylaws Page 3
stock to the Corporation, and shall deliver his or her stock certificate to the
Corporation at the time that the stock is issued. The Corporation shall return
the certificate when the subscription price has been paid in full and the
subscription agreement has been fully performed.
4. Shareholders and Meetings of Shareholders.
4.1 Annual Meeting. An annual meeting of the shareholders
shall be held shortly after the Company's annual accounting for the preceding
fiscal year has been completed, at a place, date, and time as the Board of
Directors determines. At the meeting, the shareholders shall elect the Board of
Directors, and review the financial condition of the Company and the results of
operations during the preceding fiscal year, and may take any other action that
properly comes before the meeting. If the annual meeting is not held, however,
such action may be taken at a special meeting or by the written consent of the
shareholders pursuant to Section 4.11 of these Bylaws.
4.2 Special Meetings. Special meetings of the shareholders may
be called at any time by the Board of Directors, the Chairperson 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 thirty
percent of the shares of stock of the Corporation outstanding and entitled to
vote. The request shall state the purposes for which the meeting is to be
called.
4.3 Time and Place of Meetings. The Board of Directors, the
Chairperson of the Board (if such office is filled), or the President, shall
determine the time and place of all meetings of the shareholders. If the place
of a shareholders' meeting has not otherwise been specified, it shall be held at
the principal office of the Corporation.
4.4 Attendance Via Telephone Conference Call. Shareholders may
participate in a shareholders' meeting by means of conference telephone or
similar communication equipment, provided that all persons participating in the
meeting can communicate with each other, all participants in the meeting are
advised of the use of such equipment, and the names of all participants in the
meeting are disclosed to all participants. Participation in a meeting pursuant
to this section shall constitute presence in person at a shareholders' meeting.
4.5 Record Dates. The Board of Directors may fix a record date
for the purpose of determining shareholders entitled to a distribution. The
Board of Directors, the Chairperson of the Board (if such office is filled), or
the President may specify in advance a record date for any other corporate
purpose, including determining
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Amended and Restated Bylaws Page 4
shareholders entitled to notice of and to vote at a meeting of shareholders, and
to express consent or dissent with regard to proposed corporate action to be
taken without a meeting. If a record date is not fixed as provided above, the
record date shall be the date the Board authorizes the distribution (except in
the case of a distribution involving a purchase, redemption or acquisition of
the Corporation's shares) or other corporate action.
The record date shall not precede the date on which
the resolution fixing the record date is adopted by the Board, the Chairperson
of the Board or the President. Furthermore, the record date shall not be:
(a) For the purpose of determining shareholders
entitled to notice of and to vote at a meeting of shareholders or an adjournment
of a meeting, more than 60 nor less than 10 days before the date of the meeting;
(b) For the purpose of determining shareholders
entitled to express consent to or to dissent from a proposal without a meeting,
more than 10 days after the resolution; and
(c) For the purpose of determining shareholders
entitled to receive payment of a share dividend or distribution, or allotment
of a right, or for the purpose of any other action, more than 60 days before
the payment of the share dividend or distribution, or the allotment of a right
or other action.
Only shareholders of record on the record date shall
be entitled to notice of and to vote at a meeting, to express consent or
dissent with regard to proposed corporate action to be taken without a meeting,
to receive a dividend or distribution, or an allotment of rights, or to
participate in any other action, notwithstanding any transfer of stock after
the record date. Nothing in this Bylaw shall affect the rights of a shareholder
and his transferee or transferor as between themselves.
4.6 List of Shareholders. The Secretary of the Corporation
shall make and certify a complete list of the shareholders entitled to vote at a
shareholders' meeting. The list shall be arranged alphabetically within each
class and series, with the address of and the number of shares of stock held by
each shareholder. The list shall be produced at the meeting, and shall be
subject to inspection by any shareholder during the entire meeting. The list
shall be prima facie evidence as to the shareholders entitled to examine the
list or vote at the meeting.
4.7 Quorum. Unless a greater or lesser quorum is provided
in the Articles of Incorporation, these Bylaws or the laws of the State of
Michigan, shareholders
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Amended and Restated Bylaws Page 5
present at a meeting in person or by proxy who hold a majority of the
outstanding shares of stock of the Corporation entitled to vote at the meeting,
shall constitute a quorum. The shareholders present at a meeting in person or by
proxy may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. 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 the
transaction of such item of business.
4.8 Proxies. A shareholder entitled to vote at a meeting of
shareholders, or to express consent or dissent to proposed action to be taken
without a meeting, may authorize another person to act for him or her by proxy.
A proxy shall be signed by the shareholder or his or her 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 may be revocable or
irrevocable, subject to the laws of the State of Michigan.
4.9 Inspectors of Election. In advance of a shareholders'
meeting, the Board of Directors may appoint one or more inspectors to act at the
meeting or any adjournment. If inspectors are not appointed, the person
presiding at the shareholders' meeting may, and on request of a shareholder
entitled to vote shall, appoint one or more inspectors. In case an appointed
person fails to appear or act, the vacancy may be filled by the Board of
Directors in advance of the meeting, or at the meeting, by the person presiding.
If appointed, the inspectors shall determine the number
of shares outstanding, the voting power of each, the shares represented
at the meeting, the existence of a quorum and the validity and effect of
proxies; shall receive votes, ballots, or consents; shall hear and determine
challenges and questions arising in connection with the right to vote; shall
count and tabulate votes, ballots, or consents, and determine the result;
and shall 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, the inspectors shall make and execute
a written report to the person presiding at the meeting 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 of stock is entitled to
one vote on each matter submitted to a vote, unless otherwise provided in the
Articles of Incorporation of the Corporation. Votes shall be cast orally, unless
the holders of a majority of the shares present and entitled to vote shall
determine that the vote shall be
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Amended and Restated Bylaws Page 6
in writing. Action other than the election of directors shall be authorized by
votes representing a majority of the outstanding shares of stock of the
Corporation, unless a greater amount 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 Shareholders' Action Without a Meeting. To the extent
permitted by the Articles of Incorporation, any action required or permitted to
be taken at any annual or special meeting of the shareholders of the Corporation
may be taken without a meeting, without prior notice and without a vote, if
written consents setting forth the action taken are 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 were present and voted. The written consents shall bear the
date of signature of each shareholder who signs it.
No written consent shall be effective, however, unless
within 60 days after the record date for determining shareholders entitled
to express consent to or to dissent from a proposal without a meeting,
written consents dated not more than 10 days before the record date and signed
by a sufficient number of shareholders to take the action are delivered to the
Corporation. Delivery shall be to the Corporation's registered office, its
principal place of business, or an officer or agent of the Corporation having
custody of the minutes of the proceedings of its shareholders. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.
Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to
shareholders who would have been entitled to notice of the shareholder meeting
if the action had been taken at a meeting and who have not consented in writing.
5. Board of Directors.
5.1 Scope of Authority. The business and affairs of the
Corporation shall be managed by a Board of Directors. The Board of Directors may
exercise all powers of the Corporation, and take any action in the name or on
behalf of the Corporation, not prohibited or reserved to the shareholders by
statute, the Articles of Incorporation or these Bylaws.
5.2 Number. The Board of Directors shall consist of at least
one and not more than four directors. Any change in the number of directors
shall be determined by resolution of the shareholders at the annual meeting or a
special meeting
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Amended and Restated Bylaws Page 7
called for the purpose of electing directors. Absent a resolution changing the
number, the number of directors shall remain the same.
5.3 Qualifications of Directors. Directors need not be
residents of Michigan or shareholders of the Corporation.
5.4 Election, Resignation, and Removal. Directors shall be
elected at each annual meeting of the shareholders. Each director shall hold
office until the election of a qualified successor, or until his or her
resignation or removal. A director may resign by written notice to the
Corporation. A resignation shall be effective upon its receipt by the
Corporation, or upon a subsequent time specified 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. To the extent that the Articles of Incorporation provide
for cumulative voting, however, if less than the entire Board is to be removed,
no one director may be removed if the votes cast against his or her removal
would be sufficient to elect him or her if then cumulatively voted at an
election of the entire Board of Directors.
5.5 Vacancies. Vacancies in the Board of Directors occurring
by reason of death, resignation, removal, increase in the number of directors,
or otherwise may be filled by the shareholders or by the vote of a majority of
the remaining directors, even though less than a quorum of the Board of
Directors.
5.6 Annual Meeting. The Board of Directors shall meet each
year, within three business days after the annual meeting of the shareholders,
at the same place as the meeting of the shareholders or at such other place as
the Board of Directors may determine. At the meeting, the Board of Directors
shall elect officers and shall consider any other business that is properly
brought before the meeting.
5.7 Regular Meetings. The Board of Directors may hold regular
meetings at times and places that a majority of the directors determine.
5.8 Special Meetings. A special meeting of the Board of
Directors shall be called by the Chairman or the President upon the written
request of a majority of the directors. The request shall state the purposes for
which the meeting is to be called.
5.9 Attendance Via Telephone Conference Call. A director, or a
member of a committee appointed by the Board of Directors, may participate in a
meeting by means of conference telephone or similar communication equipment,
provided that all persons participating in the meeting can hear each other.
Participation in a meeting in this manner shall constitute presence in person at
the meeting.
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5.10 Quorum. A majority of the members of the Board of
Directors or of a committee shall constitute a quorum for the transaction of
business unless otherwise provided in the Articles of Incorporation or, in the
case of a committee, in the resolution of the Board of Directors establishing
the committee. The vote of a majority of the members of the Board of Directors
or a committee shall constitute the act of the Board or the committee, unless a
greater vote is required by the laws of the State of Michigan, the Articles of
Incorporation, these Bylaws or the Board resolution establishing the committee.
5.11 Directors' Action Without a Meeting. Any action required
or permitted to be taken at a meeting of the directors or a 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 consent to
such action in writing. The written consent shall be filed in the corporate
minute book, and shall have the same effect for all purposes as a vote of the
Board or committee, as the case may be.
5.12 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 some or all of the
power and authority of the Board of Directors, provided, however, that such
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 of Directors;
(g) Establish the compensation of the directors for
serving on the Board of Directors or on a committee; or
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Amended and Restated Bylaws Page 9
(h) Unless expressly authorized by the Board of
Directors, declare a distribution, dividend or authorize the issuance of stock.
The resolution passed by the Board of Directors
establishing such a committee shall specify the duties and obligations of the
committee. Committee members shall serve at the pleasure of the Board. The Board
of Directors may terminate, or modify the duties, obligations or membership of,
any committee at any time. 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.
5.13 Dissents. A director who is present at a meeting of the
Board of Directors, or a committee of which he or she is a member, at which
corporate action is taken is presumed to have concurred in that action, unless
his or her dissent is entered in the minutes of the meeting or he or she files a
written dissent to the action with the person acting as secretary of the meeting
before the adjournment of the meeting, or he or she forwards 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 of Directors or a committee of which he or she is a member at which
any such action is taken is presumed to have concurred in the action unless he
or she files a written dissent with the Secretary of the Corporation within 10
days after he or she has knowledge of the action.
5.14 Compensation. The Board of Directors, by affirmative vote
of a majority of the 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.
6. Notices; Waivers of Notice.
6.1 Manner of Giving Notice. All notices of meetings required
to be given to a shareholder, director or member of any committee of directors
shall be in writing, and shall be given by personal delivery, U.S. mail, private
mail or courier service or telegram, addressed to the shareholder, director or
committee member at his or her last known address as indicated on the books of
the Corporation. Such notice shall be deemed to be given when the notice is
personally served, mailed or otherwise dispatched. The notice shall state the
date, time, place and purpose or purposes of the meeting. The Corporation shall
bear the expense of all notices.
6.2 Time for Giving Notice. Except as otherwise provided by
statute, notice of a meeting shall be given as follows:
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(a) Shareholder Meetings. For meetings of shareholders,
notice 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. No
notice need be given of an adjourned meeting, provided the time and place to
which such meeting is adjourned are announced at the original meeting, and only
such business is transacted at the adjourned meeting as might have been
transacted at the original meeting. However, if 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.
(b) Board of Directors and Committee Meetings. No notice
shall be required for annual or regular meetings of the Board of Directors, or
of a committee appointed by the Board of Directors, or for adjourned meetings,
whether regular or special, provided that the business conducted at the
adjourned meeting is limited to that which could have been conducted at the
original meeting. For special meetings, four days' notice shall be given.
6.3 Waiver of Notice. Notice of a meeting may be waived by
personal delivery, U.S. mail, private mail or courier service, facsimile,
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 a meeting (including attendance by proxy in
the case of a shareholders' meeting) shall result in the following:
(a) In the case of a shareholders' meeting, waiver of
objection to lack of notice or defective notice of the meeting, unless the
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting;
(b) In the case of a shareholders' meeting, waiver of
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the notice of meeting, unless the
shareholder objects to considering the matter when it is presented; and
(c) In the case of a meeting of the Board of Directors,
waiver of any required notice of the meeting, unless he or she at the beginning
at the meeting, or upon his or her arrival, objects to the meeting or the
transaction of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting.
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7. Officers.
7.1 Number. The Board of Directors shall elect or appoint a
President, Secretary, and Treasurer, and may elect or appoint a Chairperson of
the Board, and one or more Vice Presidents, Assistant Secretaries, and/or
Assistant Treasurers. Any of these offices may be held by the same person, but
no officer may execute, acknowledge, or verify an instrument in more than one
capacity.
7.2 Term of Office, Resignation, and Removal. An officer shall
hold office for the term for which he or she is elected or appointed, or until
the election or appointment of a successor, or until his or her resignation or
removal. An officer may resign by written notice to the Corporation. The
resignation shall be effective upon its receipt by the Corporation or upon a
subsequent time specified in the notice of resignation. Subject to any
contractual rights to the contrary, an officer shall serve at the will of the
Board of Directors, and may be removed by the Board of Directors at any time
with or without cause. The removal of an officer shall be without prejudice to
his or her contract rights, if any. The election or appointment of an officer
does not, of itself, create contract rights.
7.3 Vacancies. The Board of Directors may fill any vacancy in
any office occurring for any reason.
7.4 Authority. All officers, employees, and agents of the
Corporation shall have such authority and shall perform such duties in the
conduct and management of the business and affairs of the Corporation as the
Board of Directors and these Bylaws designate.
8. Duties of Officers.
8.1 Chairperson of the Board. The Chairperson 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 or Board of Directors at
which he or she is present. He or she shall serve as an ex officio member of any
committee appointed by the Board of Directors. The Chairperson shall see that
all orders and resolutions of the Board of Directors are carried into effect. He
or she 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.
8.2 President. If the office of Chairperson of the Board is
filled, the President shall be the chief operating officer of the Corporation
and shall have the
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general powers of supervision and management over the day-to-day operations of
the Corporation. In the absence or disability of the Chairperson of the Board,
or if that office has not been filled, he or she shall also perform the duties
and execute the powers of the Chairperson of the Board.
8.3 Vice Presidents. The Vice Presidents, in order of
seniority, shall, in the absence or disability of the President, perform his or
her duties and exercise his or her powers, and shall also perform such other
duties as the Board of Directors or the President may from time to time
designate.
8.4 Secretary. The Secretary shall attend all meetings of the
Board of Directors and shareholders, and shall record all votes and minutes of
all proceedings in the corporate minute book. He or she shall give, or cause to
be given, notice of all meetings to the extent required under the Bylaws or
Michigan law. The Secretary shall keep in safe custody the seal of the
Corporation, if one is adopted by the Board of Directors, and when authorized by
the Board of Directors, may affix the seal to any instrument requiring it. When
so affixed, the instrument may be attested by the Secretary, the Treasurer or an
Assistant Secretary. The Secretary may delegate any of his or her duties, powers
or authority to one or more Assistant Secretaries, unless such delegation is
disapproved by the Board of Directors.
8.5 Treasurer. The Treasurer shall have the custody of the
corporate funds and securities. The Treasurer shall keep full and accurate
accounts of receipts and disbursements in the books of the Corporation. The
Treasurer shall deposit all money and other valuable effects in the name and to
the credit of the Corporation in such depositories as the Board of Directors may
designate. He or she shall render to the President and the Board of 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 or authority to one or more Assistant
Treasurers unless such delegation is disapproved by the Board of Directors.
8.6 Assistant Secretaries and Treasurers. The Assistant
Secretaries, in the order of their seniority, shall perform the duties and
exercise the power and authority of the Secretary in case of his or her absence
or disability. The Assistant Treasurers, in the order of their seniority, shall
perform the duties and exercise the power and authority of the Treasurer in case
of his or her absence or disability. The Assistant Secretaries and Assistant
Treasurers shall also perform any duties delegated to them by the Secretary and
Treasurer, respectively, or assigned to them by the Board of Directors.
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9. Execution of Contracts and Instruments.
9.1 Checks and Drafts. All checks, drafts, notes, bills of
exchange, and orders for the payment of money of the Corporation shall be signed
by one or more officers or other persons periodically designated by the Board of
Directors.
9.2 Contracts and Instruments. The Board of Directors may at
any time designate one or more officers or agents to execute any contract,
instrument or document on behalf of the Corporation. When the execution of a
contract, instrument or document has been authorized but no officer or agent has
been specified to execute it, the Chairperson of the Board, President, Vice
President, Secretary or Treasurer may execute the instrument or document on
behalf of the Corporation.
10. Books and Records.
10.1 Maintenance of Books and Records. The officers and
agents of the Corporation shall keep and maintain books, records, and accounts
of the Corporation's business and affairs, minutes of the proceedings of its
shareholders, Board of Directors, and committees, if any, stock ledgers and
lists of shareholders, and any other books or records specified by the Board of
Directors or required by law. Books, records and minutes may be kept inside or
outside the State of Michigan, in a place periodically designated by the Board
of Directors.
10.2 Reliance on Books and Records. Except as otherwise
provided below, in discharging his or her duties, a director or officer of the
Corporation may rely upon information, opinions, reports or statements,
including financial statements and other financial data, if prepared or
presented by any of the following:
(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; and
(c) A committee of the Board of Directors of which he or
she is not a member if the director or officer reasonably believes the committee
merits confidence.
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A director or officer is not entitled to rely on such
information if he or she has knowledge concerning the matter in question that
makes reliance that would otherwise be permitted unwarranted under the
circumstances.
11. Indemnification.
11.1 Nonderivative Actions. Subject to all of the other
provisions of this Article, 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 ("Legal Action"), whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation), by reason of the fact that he or she is or was a director or
officer of the Corporation, or 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, whether for profit or
not. This indemnity shall cover expenses (including attorney fees), judgments,
fines, and amounts paid in settlement, actually and reasonably incurred by him
or her in connection with such Legal Action. To be entitled to indemnification,
he or she must have acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Corporation or its
shareholders. In addition, with respect to any criminal action or proceeding, he
or she must have had no reasonable cause to believe his or her conduct was
unlawful. The termination of any Legal Action by judgment, order, settlement,
conviction, or by a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith or in a
manner that he or she reasonably believed to be in or not opposed to the best
interests of the Corporation or its shareholders, or, with respect to any
criminal Legal Action, had reasonable cause to believe that his or her conduct
was unlawful.
11.2 Derivative Actions. Subject to all of the other
provisions of this Article, 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 or suit by or in the right of the Corporation ("Derivative
Action") to procure a judgment in its favor, by reason of the fact that he or
she is or was a director or officer of the Corporation or 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. This
indemnity shall cover expenses (including attorney fees), and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
Derivative Action, provided that he or she acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Corporation or its shareholders. No person shall be entitled to
indemnification for a claim, issue or matter in which he or she has been found
liable to the Corporation, unless and to the
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extent that the court in which such action or suit was brought determines, upon
application, that despite the adjudication of liability, in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity with respect to reasonable expenses incurred.
11.3 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 11.1 or 11.2 of these Bylaws, or in
defense of any claim, issue, or matter contained in such action, suit or
proceeding, he or she shall be indemnified against actual and reasonable
expenses (including attorney fees) incurred by him or her in connection with
such defense.
11.4 Determination that Indemnification is Proper. An
indemnification under Section 11.1 or 11.2 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 or she has met the applicable standard of conduct set
forth in Section 11.1 or 11.2, whichever applies, and upon an evaluation of the
reasonableness of expenses and amounts paid in settlement. Such determination
shall be made in any of the following ways:
(a) By a majority vote of a quorum of the Board of
Directors consisting of directors who are not parties or threatened to be made
parties to such action, suit, or proceeding;
(b) If such quorum is not obtainable, by majority vote
of a committee duly designated by the Board of Directors and consisting solely
of two or more directors who are not 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 of Directors in the manner
prescribed in Subsection 11.4(a); or
(ii) If a quorum of the Board of Directors cannot be
obtained under Subsection 11.4(a), and a committee cannot be designated under
Subsection 11.4(b), by the full Board of Directors;
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(d) By all independent directors (within the meaning of
Section 107(3) of the Michigan Business Corporation Act), if any, who are not
parties and are not threatened to be made parties to the action, suit or
proceeding; or
(e) By the shareholders, but shares of stock held by
directors, officers, employees or agents who are parties or are threatened to be
made parties to the action, suit or proceeding may not be voted.
11.5 Expense Advance. The Corporation may pay or reimburse the
reasonable expenses incurred by a director or officer who is a party or is
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 with a written
affirmation of his or her good faith belief that he or she has met the
applicable standard of conduct for indemnification set forth in Section 11.1 or
11.2 of these Bylaws;
(b) The person furnishes the Corporation with a written
undertaking, executed personally or on his or her behalf, to repay the advance
if it is ultimately determined that he or she did not meet the applicable
standard of conduct for indemnification set forth in Section 11.1 or 11.2 of
these Bylaws; and
(c) A determination is made in the same manner
prescribed under Section 11.4 of these Bylaws that the facts then known to those
making the determination would not preclude indemnification under this Article.
11.6 Former Directors and Officers. The indemnification
provided in this Article continues as to a person who ceases to be a director or
officer, and shall inure to the benefit of the heirs, personal representatives,
executors, and administrators of such person.
11.7 Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who 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 corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against 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 him or her against such liability under these Bylaws or the laws of
the State of Michigan.
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12. Governing Rules and Amendments.
12.1 Governing Rules. These Bylaws shall govern the internal
affairs of the Corporation to the extent they are consistent with Michigan Law
and the Articles of Incorporation. Nothing contained in the Bylaws, however,
shall prevent the imposition by contract of greater voting, notice, or other
requirements than those set forth in these Bylaws.
12.2 Amendments. These Bylaws may be amended or repealed, or
new Bylaws may be adopted, by action of either the shareholders or the board of
Directors. Any Bylaw Adopted or amended by the Board of Directors concerning the
qualifications, term of office, compensation or other rights or duties of any
director shall not take effect, however, until the expiration of the term of
office of the Board of Directors then in office. The shareholders may from time
to time specify particular provisions of the Bylaws which may not be altered or
repealed by the Board of Directors.
ADOPTED BY ACTION OF THE SHAREHOLDERS OF TURN-MATIC, INC. ON MAY
1, 1997.
/s/ Raymond B. Dorris
----------------------------
Raymond B. Dorris, Sr.
President