1
EXHIBIT 3.8
BY-LAWS
OF
GRAND MACHINING COMPANY
ARTICLE I
MEETINGS
SECTION 1. PLACE OF MEETING. Any or all meetings of the shareholders or
the Board of Directors of this Corporation may be held within or without the
State of Michigan, provided that no meeting may be held at a place other than
within Michigan except pursuant to By-Laws or resolutions adopted by the Board
of Directors.
SECTION 2. ANNUAL MEETING OF SHAREHOLDERS. An annual meeting of the
shareholders shall be held in each year on the last day of the fiscal year, or
at such other time as the Board of Directors may designate. If the day fixed for
the annual meeting shall be a legal holiday, such meeting shall be held on the
next succeeding business day. One of the purposes of such meeting shall be the
election of a Board of Directors.
SECTION 3. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS. At least ten (10)
days prior to the date fixed by Section 2 of this Article for the holding of the
annual meeting of shareholders, written notice of the time, place and purpose of
such meeting shall be mailed, as hereinafter provided, to each shareholder
entitled to vote at such meeting.
SECTION 4. DELAYED ANNUAL MEETING. If, for any reason, the annual
meeting of the shareholders shall not be held on the day hereinbefore
designated, such meeting may be called and held as a special meeting, and the
same proceedings may be had thereat as at an annual meeting, provided, however,
that the notice of such meeting shall be the same herein required for the annual
meeting, namely, not less than a ten (10) day notice.
SECTION 5. ORDER OF BUSINESS AT ANNUAL MEETING. The order of business
at the annual meeting of the shareholders shall be as follows:
(a) Roll Call
(b) Reading Notice and Proof of Mailing
(c) Report of President
(d) Report of Secretary
(e) Report of Treasurer
(f) Election of Directors
1
2
(g) Transaction of other business
mentioned in the Notice
(h) Adjournment
Provided that in the absence of any objection the presiding officer
may vary the order of business at his discretion.
SECTION 6. SPECIAL MEETING OF SHAREHOLDERS. A special meeting of the
shareholders may be called at any time by the President, or by a majority of the
Board of Directors, or by Shareholders entitled to vote upon not less than an
aggregate of 25% of the outstanding shares of the corporation having the right
to vote at such special meeting. The method by which such meeting may be called
is as follows: Upon receipt of a specification in writing setting forth the date
and objects of such proposed special meeting, signed by the President, or by a
majority of the Board of Directors, or by shareholders as above provided, the
Secretary of this corporation shall prepare, sign and mail the notices requisite
to such meeting.
SECTION 7. NOTICE OF SPECIAL MEETING OF SHAREHOLDERS. At least ten (10)
days prior to the date fixed for the holding of any special meeting of
shareholders, written notice of the time, place and purposes of such meeting
shall be mailed, as hereinbefore provided, to each shareholder entitled to vote
at such meeting. No business not mentioned in the notice shall be transacted at
such meeting.
SECTION 8. ORGANIZATION MEETING OF BOARD. At the place of holding the
annual meeting of shareholders, and immediately following the same, the Board of
Directors as constituted upon final adjournment of such annual meeting shall
convene for the purpose of electing officers and transacting any other business
properly brought before it; provided, that the organization meeting in any year
may be held at a different time and place than herein provided by consent of a
majority of the Directors of such new Board.
SECTION 9. REGULAR MEETINGS OF BOARD. Regular meetings of the Board of
Directors shall be held upon the call of the President and not less frequently
than once in each year at such time and place as the Board of Directors shall
from time to time determine. No notice of regular meeting of the Board of
Directors shall be required.
SECTION 10. SPECIAL MEETINGS OF THE BOARD. Special meetings of the
Board of Directors may be called by the Board of Directors or by the
President, at any time, by means of such written notice delivered to the
Directors' business address. Said notice shall state the time, place and purpose
of such meeting as the President, in his discretion, shall deem
2
3
sufficient, but action taken at any such meeting shall not be invalidated
for want of notice if such notice shall be waived as hereinafter provided.
SECTION 11. NOTICE AND MAILINGS. All notices required to be given by
any provision of these By-Laws shall state the authority pursuant to which they
are issued, (as, "by order of President", or "by order of the Board of
Directors", or "by order of the Shareholders", as the case may be), and shall
bear the written or printed signature of the President or Secretary. Every
notice shall be deemed duly served if personally delivered to the sendee's
regular business or residence address or when the same has been deposited in the
United States Mail, with postage fully prepaid, plainly addressed to the sendee
at his, her or its last address appearing upon the original or duplicate stock
letter of this corporation at its registered office in Michigan.
SECTION 12. WAIVER OF NOTICE. Notice of the time, place and purpose of
any meeting of the shareholders or of the Board of Directors, may be waived by
telegram, radiogram, cablegram or other writing, either before or after such
meeting has been held.
SECTION 13. PARTICIPATION BY TELEPHONE. Unless otherwise restricted by
the Articles of Incorporation or By-Laws of this corporation, a member of the
Board of Directors or of a committee designated by the Board of Directors 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 hear each other. Participation in a meeting pursuant to this section
constitutes presence in person at the said meeting.
SECTION 14. NEW SHAREHOLDERS. Every person becoming a shareholder in
this corporation shall be deemed to assent to these By-Laws. Said person shall
deliver to the Secretary the address to which he desires notices to be sent. All
notices mailed to said address shall be deemed to have been properly served upon
said new shareholder. Any person who fails to so designate his address to the
said Secretary shall be deemed to have waived any and all notices.
SECTION 15. VOTING LISTS. The officer or agent having charge of the
transfer book for shares of the Corporation shall make, within twenty (20) days
after the record date for a meeting of shareholders or ten (10) days before such
meeting, whichever is earlier, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, with the address of and
the number of shares held by each, which list, for a period of ten (10) days
prior to such
3
4
meeting, shall be kept on file at the registered office of the Corporation and
shall be subject to inspection by any shareholder, and to copying at the
shareholder's expense, at any time during usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and shall
be subject to the inspection of any shareholder during the whole time of the
meeting. The original share ledger or transfer book, or a duplicate thereof
kept in the offices of the Corporation, shall be prima facie evidence as to who
are the shareholders entitled to examine such list or share ledger or transfer
book or to vote at any meeting of shareholders.
SECTION 16. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken shall be signed
(a) if five (5) days prior notice of the proposed action is given in writing to
all of the shareholders entitled to vote with respect to the subject matter
thereof, by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting or
(b) by all the shareholders entitled to vote with respect to the subject matter
thereof.
Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given in writing to those
shareholders who have not consented in writing. In the event that the action
which is consented to is such as would have required the filing of a certificate
under any section of the Business Corporation Act of the State of Michigan, if
such action had been voted on by the shareholders at a meeting thereof, the
certificate filed under such section shall state, in lieu of any statement
required by such section concerning any vote of shareholders, that written
consent has been given in accordance with the provisions of the Business
Corporation Act, and that written notice has been given as provided in the said
Act.
SECTION 17. WAIVER BY ATTENDANCE. Attendance of a person at a meeting
of Shareholders, in person or by proxy, or at a meeting of the Board of
Directors, constitutes a waiver of the notice of the meeting, except when a
Shareholder or Director attends a meeting for the express purpose of objecting
at the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened.
4
5
ARTICLE II
QUORUM
SECTION 1. QUORUM OF SHAREHOLDERS. A majority of the outstanding shares
of this corporation entitled to vote, present by record holder thereof in person
or by proxy, shall constitute a quorum at any meeting of the shareholders.
SECTION 2. QUORUM OF DIRECTORS. Two (2) Directors shall constitute a
quorum.
ARTICLE III
VOTING, ELECTIONS AND PROXIES
SECTION 1. THOSE ENTITLED TO VOTE. Except as the Articles of
Incorporation or Amendments thereto otherwise provide, each shareholder of this
corporation shall, at every meeting of the shareholders, be entitled to one vote
in person or by proxy for each share of stock of this corporation held by such
shareholder, subject to the limitations set forth in the Articles of
Incorporation of this Corporation.
SECTION 2. RECORD DATE FOR DETERMINATION OF SHAREHOLDERS. The Board of
Directors shall have the right to fix a date not more than sixty (60) nor less
than ten (10) days preceding:
(a) The date of any meeting of shareholders;
(b) The date for payment of any dividends;
(c) The date for the allotment of rights;
(d) The date when any change or conversion or exchange of
capital stock shall go into effect,
as a record date for the determination of the shareholders entitled to notice
of, and to vote at, any such meeting, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock. Only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at such meeting, or to receive payment
of such rights as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation or otherwise after such record date fixed as
aforesaid. Nothing in this Section shall affect the rights of a shareholder and
his transferee or transferor as between themselves.
SECTION 3. PROXIES. No proxy shall be deemed operative unless and until
signed by the shareholder and filed with the
5
6
Corporation. In the absence of a limitation to the contrary contained in the
proxy, a proxy shall extend to all meetings of the shareholders and shall remain
in force for three (3) years from its date, and no longer.
SECTION 4. VOTE BY SHAREHOLDER CORPORATION. Any other corporation
owning voting shares in this Corporation may vote upon the same by the President
of such shareholder corporation, or by proxy appointed by him, unless some other
person shall be appointed to vote upon such shares by resolution of the Board of
Directors of such shareholder corporation.
SECTION 5. VOTING OF SHARES BY CERTAIN HOLDERS. Shares held by the
Corporation in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares entitled to vote at any given
time.
Shares registered in the name of a deceased person, a minor ward or a
person under legal disability, may be voted by his or her administrator,
executor, personal representative, or court-appointed guardian, either in person
or by proxy, without a transfer of such shares into the name of such
administrator, executor, personal representative or court-appointed guardian.
Shares registered in the name of a trustee may be voted by the trustee, either
in person or by proxy.
Shares registered in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his or her name if authority to
do so is contained in an appropriate order of the court by which such receiver
was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their shares, for a period not in excess of the period allowable by the laws of
the State of incorporation, by entering into a written voting trust agreement
specifying the terms and conditions of the voting trust, and by transferring
their shares to such trustee or trustees for the purpose of the agreement. Any
such trust agreement shall not become effective until a counterpart of the
agreement is deposited with the Corporation at its registered office. The
counterpart of the voting trust agreement so deposited with the Corporation
shall be subject to the same right of examination by a shareholder of the
Corporation, in person or by agent or
6
7
attorney, as are the books and records of the Corporation, and shall be
subject to examination by any holder of a beneficial interest in the voting
trust, either in person or by agent or attorney, at any reasonable time for
any proper purpose.
No provision of these By-Laws shall be deemed to limit the ability of
any shareholders to enter into voting agreements which are otherwise lawful.
Shares of its own stock belonging to this Corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time, but shares
of its own stock held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares at any given time.
SECTION 6. VOTING. Each outstanding share of stock is entitled to one
vote on each matter submitted to a vote. The votes shall be cast orally unless
the holders of a majority present and entitled to vote at said meeting shall
determine that the vote shall be in writing. The Directors shall be voted for at
one time as a group on one ballot, and shall not be voted for individually, one
at a time. Any shareholder may vote in person or by proxy provided that the
proxy shall be signed by the shareholder or his authorized agent or
representative.
SECTION 7. INSPECTORS OF ELECTION. Whenever any person entitled to vote
at a meeting of the shareholders shall request the appointment of inspectors, a
majority of the shareholders present at such meeting and entitled to vote
thereat shall appoint not more than three (3) inspectors, who need not be
shareholders. If the right of any person to vote at such meetings shall be
challenged, the inspectors shall determine such right. The inspectors shall
receive and count the votes either upon the election or for the decision of any
questions and shall determine the results. Their certification of any vote shall
be prima facia evidence thereof.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1. NUMBER AND TERM OF DIRECTORS. The business, property and
affairs of this Corporation shall be managed by a board of Directors composed of
not more than two (2) member(s) who need not be shareholders. Each director
shall hold office for the term for which he is elected and until his successor
is elected and qualified, provided, however, that in the event any director
shall at any time resign from his office as a director
7
8
by depositing his written resignation with any officer of the Corporation or
with any director, such director so depositing his written resignation shall
forthwith cease to be a member of the Board of Directors of this Corporation
and his office as a director shall immediately become vacant at the time of
the deposit of such resignation, as herein provided.
SECTION 2. REMOVAL OF DIRECTORS. Any Director of this Corporation may
be removed at any annual or special meeting of the shareholders by the same vote
as that required to elect a Director, provided, however, that such proposed
action is stated in the notice of the meeting. If the Articles of Incorporation
shall call for cumulative voting for the Board of Directors, and if less than
the entire Board is to be removed, no one of the Directors may be removed if the
votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire Board of Directors. Further, any
Director of the Corporation may be removed at any time, either with or without
cause, by the vote of a majority of a quorum of Directors present at a meeting
of the Board called for that purpose.
SECTION 3. VACANCIES. Vacancies in the Board of Directors shall be
filled by appointment made by the remaining Directors. Each person so elected to
fill a vacancy shall remain a Director for the term of the Director he has
replaced or until he has resigned or been removed as aforesaid, or until his
successor has been elected by the shareholders at their next annual meeting or
at any special meeting duly called for that purpose, which ever of the foregoing
events shall occur first.
SECTION 4. VOTE REQUIRED AT DIRECTORS' MEETING. The Directors shall in
all cases act as a board regularly convened, and, in the transaction of
business, the act of a majority present at a meeting except as otherwise
provided by law or the Articles of Incorporation shall be the act of the Board,
provided a quorum is present. The Directors may adopt such rules and regulations
for the conduct of their meetings and the management of the Corporation as they
deem proper, not inconsistent with law or these By-Laws.
SECTION 5. ACTION BY UNANIMOUS WRITTEN CONSENT. If and when all of the
directors shall severally or collectively consent in writing to any action to be
taken by the Corporation, such action shall be a valid corporate action as
though it had been authorized at a meeting of the Board of Directors.
SECTION 6. WRITTEN CONSENT. Any action required or permitted by the
Board of Directors to be taken at an annual or special meeting of the Board of
Directors may be taken without a meeting, without prior notice and without a
vote, if a consent
8
9
in writing, setting forth the action so taken, is signed by members of the
Board having not less than the minimum number of votes that would be necessary
to authorize or take action at a meeting at which all directors 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 the directors
who have not consented in writing.
SECTION 7. POWER TO MAKE BY-LAWS. The Board of Directors shall have the
power to make and alter any By-Law or By-Laws including the fixing and altering
of the number of directors; provided, that the Board shall not make or alter any
By-Law or By-Laws fixing the qualifications, classifications or terms of office
of any member or members of the then existing Board.
SECTION 8. POWER TO ELECT OFFICERS. The Board of Directors shall select
a president, a secretary, a treasurer and a vice president, if it is deemed
necessary. No officer, except the president, need be a member of the Board.
SECTION 9. POWER TO APPOINT OTHER OFFICERS AND AGENTS. The Board of
Directors shall have power to appoint such other officers and agents as the
Board may deem necessary. No officer, except the President, need be a member of
the Board.
SECTION 10. POWER TO FILL VACANCIES. The Board shall have the power to
fill any vacancies in any office occurring for any reason whatsoever.
SECTION 11. DELEGATION OF POWERS. For any reason deemed sufficient by
the Board of Directors, whether occasioned by absence or otherwise, the Board
may delegate all or any of the powers and duties of any officer to any other
officer or director, but no officer or director shall execute, acknowledge or
verify any instrument in more than one capacity.
SECTION 12. COMMITTEES. A majority of the Board of Directors may create
one or more committees of two or more members to exercise appropriate authority
of the Board of Directors. A majority of such committee shall constitute a
quorum for transaction of business. A committee may transact business without a
meeting by unanimous written consent. The Board of Directors may further
appoint, by resolution, an executive committee composed of three directors who,
to the extent provided by such resolution, shall have and exercise the authority
of the Board of Directors in the management of the business of the Corporation
between meetings of the Board.
SECTION 13. POWER TO REQUIRE BOND. The Board of Directors may require
any officer or agent to file with the corporation a satisfactory bond
conditioned on faithful performance of his
9
10
duties.
SECTION 14. COMPENSATION. The Board of Directors, by the affirmative
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise notwithstanding any director conflict of interest. By
resolution of the Board of Directors, the directors may be paid their expenses,
if any, of attendance at each meeting of the Board. No such payment previously
mentioned in this section shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
SECTION 15. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his or her dissent shall be entered in the Minutes of the Meeting
or unless he or she shall file his or her written dissent to such action with
the person acting as the Secretary of the Meeting before the adjournment thereof
or shall forward such dissent by registered or certified mail to the secretary
of the Corporation immediately after the adjournment of the Meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.
ARTICLE V
OFFICERS
SECTION 1. PRESIDENT. The President shall be the chief executive
officer of the Corporation, and in the recess of the Board of Directors shall
have the general control and the management of its business and affairs,
subject, however, to the right of the Board of Directors to delegate any
specific power except such as may be by statute exclusively conferred upon the
President, to any other officer or officers of the Corporation. The President
shall preside at all meetings of the Directors and at all meetings of the
Shareholders, unless otherwise determined by a majority of all the shares of the
capital stock issued and outstanding, present in person or by proxy.
SECTION 2. VICE-PRESIDENT. The Vice-President shall act in the absence
of, or disability of the President and shall act in the capacity of the
President until the absence or disability of the Vice-President, then succession
to the President's duties by reason of absence or disability of the President
shall be in the order of seniority of the office.
10
11
SECTION 3. SECRETARY. The Secretary shall attend all meetings of the
shareholders, and of the Board of Directors and of the executive committee, and
shall preserve in books of the company true minutes of the proceedings of all
such meetings. He shall safely keep in his custody the seal of the corporation
and shall have authority to affix the same to all instruments where its use is
required. He shall give all notices required by statutes, by-law or resolution.
He shall perform such other duties as may be delegated to him by the Board of
Directors or by the executive committee.
SECTION 4. TREASURER. The Treasurer shall have custody of all corporate
funds and securities and shall keep in books belonging to the corporation full
and accurate accounts of all receipts and disbursements; he shall deposit all
monies, securities and other valuable effects in the name of the corporation in
such depositories as may be designated for that purpose by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the President and Directors at the regular meetings of the Board and whenever
requested by them, an account of all his transactions as Treasurer and of the
financial condition of the corporation. If required by the Board, he shall
deliver to the President of the company, and shall keep in force, a bond in
form, account and with surety or sureties satisfactory to the Board, conditioned
for the faithful performance of the duties of his office, and for restoration to
the corporation in case of his death, resignation, retirement, or removal from
office, of all books, papers, vouchers, money and property of whatever kind in
his possession or under his control belonging to the corporation.
SECTION 5. ASSISTANT SECRETARY. The Assistant Secretary, if one
is appointed, in the absence or disability of the Secretary, shall perform
the duties and exercise the powers of the Secretary.
SECTION 6. ASSISTANT TREASURER. The Assistant Treasurer, if one is
appointed, in the absence or disability of the Treasurer, shall perform the
duties and exercise the powers of the Treasurer.
ARTICLE VI
STOCKS AND TRANSFERS
SECTION 1. CERTIFICATES FOR SHARES. Every shareholder shall be
entitled to a certificate of his share signed by the President and the
Secretary, or the Assistant Secretary or the
11
12
Treasurer, or the Assistant Treasurer, if one be appointed, under the seal of
the corporation, certifying the number of shares represented by such
certificates which certificates shall state the terms and provisions of said
shares; provided, that where such certificate is signed by a transfer agent or
an assistant transfer agent or by a transfer clerk acting on behalf of such
corporation, or by a registrar, the signatures of any such President,
Secretary, Assistant Secretary, Treasurer or Assistant Treasurer and the seal
of the corporation may be facsimile.
SECTION 2. TRANSFERABLE ONLY ON BOOKS OF CORPORATION. Shares shall be
transferable only on the books of the corporation by the person named in the
certificate, or by an attorney lawfully constituted in writing, and upon
surrender of the certificate therefor. A record shall be made of every such
transfer and issue. Whenever any transfer is made for collateral security and
not absolutely the fact shall be so expressed in the entry of such transfer.
SECTION 3. REGISTERED SHAREHOLDERS. The corporation shall have the
right to treat the registered holder of any share as the absolute owner thereof,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such share on the part of any other person, whether or not the corporation
shall have express or other notice thereof, save as may be otherwise provided by
the law of the State of Michigan.
SECTION 4. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint a transfer agent and a registrar of transfers, and may require all
certificates of shares to bear the signature of such transfer agent and of such
registrar of transfers, or as the Board may otherwise direct.
SECTION 5. REGULATIONS. The Board of Directors shall have the power
and authority to make all such rules and regulations as the Board shall deem
expedient regulating the issue, transfer and registration of certificates for
shares in this corporation.
SECTION 6. LOST CERTIFICATES. In case of the loss of any certificate
of shares of stock, upon due proof by the registered holder or his
representatives, by affidavit of such loss, the Secretary shall issue a
duplicate certificate in its place, upon the Corporation being fully indemnified
therefor.
ARTICLE VII
DIVIDENDS AND RESERVES
SECTION 1. SOURCES OF DIVIDENDS. The Board of Directors
12
13
shall have power and authority to declare dividends from the following sources:
(a) From earned surplus,
(b) From net earnings,
(c) From appreciation of the value of the
assets of the corporation, provided
that such dividend shall be payable in
stock only;
the above being at all times subject to the provisions and conditions contained
in the Articles of Incorporation filed by the corporation.
In determining earned surplus the judgment of the Board shall be
conclusive in the absence of bad faith or gross neglect.
SECTION 2. MANNER OF PAYMENT OF DIVIDEND. Dividends may be paid in
cash, in property, in obligations of the corporation or in shares of the capital
stock of the corporation.
SECTION 3. RESERVES. The Board of Directors shall have power and
authority to set apart, subject to the provisions of the Articles of
Incorporation, out of any funds available for dividends, such reserve or
reserves, for any proper purpose, as the Board in its discretion shall approve;
and the Board shall have power and authority to abolish any reserve created by
the Board.
SECTION 4. RECORD DATE FOR DETERMINATION OF SHAREHOLDERS. The record
date for the determination of shareholders shall be as set forth in Article
III, Section 2 of these By-Laws.
ARTICLE VIII
RIGHT OF INSPECTION
Section 1. Inspection of List of Shareholders. At least ten (10) days
before every election of directors, a complete list of shareholders entitled to
vote at such election shall be open to examination by any registered shareholder
entitled to vote at such election.
ARTICLE IX
EXECUTION OF INSTRUMENTS
Section 1. Checks, Etc. All checks, drafts and orders for
13
14
payment of money shall be signed in the name of the corporation and shall be
countersigned, by such officers or agents as the Board of Directors shall from
time to time designate for that purpose.
SECTION 2. CONTRACTS, CONVEYANCES, ETC. When the execution of any
contract, conveyance or other instrument has been authorized without
specification of the executing officers, the President and the Secretary may
execute the same in the name and on behalf of this corporation and may affix the
corporate seal thereto. The Board of Directors shall have power and authority to
execute any instrument on behalf of this corporation, or to designate an officer
or officers to execute any instrument on behalf of the corporation.
ARTICLE X
AMENDMENT OF BY-LAWS
SECTION 1. AMENDMENTS, HOW EFFECTED. These By-Laws may be amended,
altered, changed, added to or repealed by the affirmative vote of a majority of
the shares entitled to vote at a regular or special meeting of the shareholders
if notice of the proposed amendment, alteration, change, addition or repeal be
contained in the notice of the meeting, or by the affirmative vote of a majority
of the Board of Directors if the amendment, or alteration, change addition or
repeal be proposed at a regular or special meeting of the Board and adopted at a
subsequent regular meeting; provided, that any By-Laws made by the affirmative
vote of a majority of the Board of Directors as provided herein may be amended,
altered, changed, added to or repealed by the affirmative vote of a majority of
the shares entitled to vote at any regular or special meeting of the
shareholders; also, provided, however, that no change of the date for the annual
meeting of shareholders shall be made within thirty (30) days next before the
date on which such meeting is to be held unless consented to in writing, or by a
resolution adopted at a meeting, by all shareholders entitled to vote at an
annual meeting.
ARTICLE XI
INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. 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 (other
14
15
than an action by or in the right of the Corporation) by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment or 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 he or she reasonably
believed to be in or not opposed to the best interest of the Corporation, and
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
SECTION 2. 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 to procure a
judgment in its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if 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 and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Corporation unless and only to
the extent that the court in which such action or suit was brought shall
determine upon application that despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
SECTION 3. To the extent that a director, officer, employee or agent of
a corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in sections 1 and 2, or in defense of
any claim, issue or matter therein, such person shall be indemnified against
expenses actually and reasonably incurred by such person in connection
therewith.
15
16
SECTION 4. Any indemnification under sections 1 and 2 shall be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in sections 1 and 2. Such determination shall be made (a) by the board
of directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or even if obtainable, a quorum of disinterested directors so
directors, by independent legal counsel in a written option, or (c) by the
shareholders.
SECTION 5. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding, as authorized by the board of
directors in the specific case, upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount, unless it
shall ultimately be determined that he or she is entitled to be indemnified by
the corporation as authorized in this article.
SECTION 6. The indemnification provided by this article shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any by-law, agreement vote of shareholders or disinterested
directors or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
SECTION 7. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
his or her status as such, whether or not the corporation would have the power
to indemnify such person against such liability under the provisions of these
sections.
SECTION 8. If the corporation has paid indemnity or had advanced
expenses to a director, officer, employee or agent, the corporation shall report
the indemnification or advance in writing to the shareholders with or before the
notice of the next shareholders' meeting.
16
17
SECTION 9. Reference to "the corporation" shall include, in addition
to the surviving corporation, any merging corporation, including any
corporation having merged with a merging corporation, absorbed in a merger
which otherwise would have lawfully been entitled to indemnify its directors,
officers, and employees or agents.
ARTICLE XII
DISALLOWANCE OF EXPENSES
PAYMENTS DISALLOWED BY THE INTERNAL REVENUE SERVICE. Any payments made
to an officer, agent or employee of the Corporation such as a salary,
commission, bonus, interest, rent or travel or entertainment expense incurred by
him, which shall be disallowed in whole or in part as a deductible expense by
the Internal Revenue Service, shall be reimbursed by such officer, agent or
employee to the Corporation to the full extent of such disallowance. It shall be
the duty of the Directors, as a Board, to enforce payment of each such amount
disallowed. In lieu of payment by the officer, agent, or employee, subject to
the determination of the Directors, proportionate amounts may be withheld from
his future compensation payments until the amount owed to the Corporation has
been recovered.
ARTICLE XIII
FISCAL YEAR
SECTION 1. FISCAL YEAR. The fiscal year of the corporation shall be
established by the Board of Directors.
17