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EXHIBIT 3.6
BYLAWS
OF
VS HOLDINGS INC.
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the Corporation shall
be located in the City of Detroit, County of Wayne, State of Michigan.
The Corporation may also have offices at such other places as the Board of
Directors may from time to time appoint or the business of the Corporation may
require.
ARTICLE II
STOCKHOLDERS MEETINGS
Section 1. Annual Meeting of Stockholders. The Annual Meeting of the
Stockholders of the Corporation shall be held at its registered offices in
Detroit, Michigan on the second Monday in February of each year, commencing in
1999, at which Meeting the Stockholders shall elect, by a plurality vote, a
Board of Directors and transact such other business as may properly be brought
before the Meeting.
It shall be the duty of the Secretary to cause a written notice of each
Annual Meeting to be mailed to each of the Stockholders of record of the
Corporation, such notice to be directed to each Stockholder at his or her last
known post office address at least ten (10) days immediately preceding said
Meeting. Nevertheless, failure to mail such notice or any irregularity in the
same shall not affect the validity of any such Meeting.
Section 2. Special Meeting of Stockholders. Special Meetings of the
Stockholders may be called at the office of the Corporation or elsewhere in the
State of Michigan upon the request in writing or the vote of a majority of the
Board of Directors, or upon the demand in writing of Stockholders of record
owning a majority of the entire issued and outstanding common capital stock of
the Corporation. A notice indicating briefly the object or objects of such
Special Meeting shall be mailed to each Stockholder of record at his or her last
known post office, address at least ten (10) days prior to the date of such
Meeting.
Nevertheless, if all the Stockholders shall waive notice of a Special
Meeting, no notice of such Meeting shall be required, and whenever all the
Stockholders shall meet in person or by proxy, such Meeting shall be valid for
all purposes without call or notice, and at such Meeting any corporate action
may be taken.
Section 3. Quorum at Stockholders Meeting. At any Meeting of the
Stockholders, the
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holders of a majority of all the shares of record of the common
capital stock of the Corporation present in person or represented by
proxy shall constitute a quorum of the Stockholders for all purposes.
If the holders of the amount of stock necessary to constitute a quorum
shall fail to attend in person or by proxy at the time and place fixed
by these Bylaws for an Annual Meeting or fixed by notice as above
provided for a Special Meeting, then a majority in interest of the
Stockholders present in person or represented by proxy may adjourn such
Meeting from time to time without notice other than by announcement at
the Meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend. At any such adjourned Meeting at
which a quorum shall be present, any business may be transacted which
might have been transacted at the Meeting for which notice was
originally given.
Section 4. Voting at Stockholders Meetings. At each Meeting
of the Stockholders every Stockholder of record, except as herein
provided, shall be entitled to vote, in person or by proxy appointed by
instrument in writing subscribed by such Stockholder or by his or her
duly authorized attorney, and such stockholder shall have one vote for
each share of stock standing registered in his or her name at the time
of the closing of the transfer books for such Meeting.
Only the persons in whose name shares of stock stand
registered on the books of the Corporation at the time of the closing
of the transfer books for such Meeting shall be entitled to vote in
person or by proxy on the shares so standing in their name.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Directors - Number and Term of Office. The property
and business of the Corporation shall at all times be managed and
controlled by a Board of not less than one (1) Director.
The Directors shall hold office for one year and until their
successors are elected and have qualified. If the office of any
Director becomes or is vacant by reason of death, resignation,
disqualification or otherwise, the remaining Director(s) may elect a
successor who shall hold office for the unexpired term and until a
successor is elected and has qualified.
Section 2. Meeting of Directors. The Board of Directors
elected at any Annual Meeting of the Stockholders shall meet at the
registered office of the Corporation in Detroit, Michigan immediately
after the adjournment of such Annual Meeting and elect Officers of the
Corporation for the ensuing year.
Regular Meetings of the Directors may be held at such time and
place as may be fixed by resolution of the Board.
Special Meetings of the Board may be called by the President
on three (3) days notice mailed to each Director or delivered to him
or her personally or left at the Director's residence or usual place
of business, or such Special Meetings may be called in like manner
upon the
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written request of such number of Directors as is necessary to constitute a
quorum of the Board.
Nevertheless, if all of the Directors shall waive notice of a Special
Meeting, no notice of such Meeting shall be required, and whenever all of the
Directors shall assemble for the purpose of holding a Special Meeting of the
Board of Directors, such Meeting shall be valid for all purposes without call or
notice and at such Meeting any corporate action may be taken.
A majority of Directors shall be necessary to constitute a quorum for the
transaction of business.
ARTICLE IV
OFFICERS
Section 1. Executive Officers. The Officers of this Corporation shall
consist of a President, Vice President Secretary and Treasurer.
The Board of Directors shall elect a President, Treasurer and Secretary.
The Board may also elect one or more Vice Presidents and any Assistant
Treasurers and/or Assistant Secretaries as the Board may deem advisable. Such
officers shall have such authority and shall perform such duties as set forth
herein and as may from time-to-time be conferred upon such officers by the
Board. The same person may hold any two (2) or more of such offices, except that
the offices of the President and Vice President shall not be held by the same
person. In its discretion the Board of Directors, by vote of a majority thereof,
may leave unfilled for any period as may befixed by resolution any office except
those of President, Treasurer and Secretary.
Section 4. Powers and Duties of President. The President shall be the Chief
Executive Officer of the Corporation, shall have responsibility for management
of the day-to-day operations of the Corporation and shall see that all orders
and resolutions of the Board are carried into effect.
The President may sign and execute in the name of the Corporation all
contracts, agreements and other obligations of the Corporation and may, with the
Secretary, Treasurer, Assistant Secretary or Assistant Treasurer, sign all
certificates of the shares of the capital stock of the Corporation.
The President shall submit a report of the operations of the Corporation to
the Shareholders at each Annual Meeting and from time to time shall report to
the Board of Directors all matters within such officer's knowledge which, in the
interest of the Corporation, may require to be brought to their notice.
The President shall do and perform such other duties as from time to time
may be assigned to such officer by the Board of Directors.
Section 5. Powers and Duties of Vice President. In the absence or
disability of the
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President, the Vice President, whenever designated by the Board of
Directors, shall have all the powers and be subject to all the duties
of the President so long as such absence or disability continues. The
Vice President shall have such powers and duties as may from time to
time be conferred on him by the Board.
Section 6. Powers and Duties of Secretary and Assistant
Secretary. The Secretary and/or Assistant Secretary shall keep the
Minutes of all Stockholders and the all Board of Directors Meetings,
the stock register and the stock transfer book and shall be the
custodian of the corporate seal and of all records, papers, files and
books of the Corporation, except the account books.
The Secretary and/or Assistant Secretary shall affix the
corporate seal to all documents to which it should be attached and
attest the same when necessary by signature.
The Secretary and/or Assistant Secretary may sign, with the
President or such other person as may be designated by the Board of
Directors, all bills of exchange or promissory notes of the
Corporation.
The Secretary and/or Assistant Secretary may sign, together
with the President or the Vice President, all certificates of
shares of the capital stock of the Corporation.
The Secretary and/or Assistant Secretary shall perform
generally all the duties usually appertaining to the office of
Secretary of a corporation, subject to the control and direction of
the Board of Directors.
Section 7. Powers and Duties of Treasurer and Assistant
Treasurer. The Treasurer and/or Assistant Treasurer shall have the
custody of all of the funds of the Corporation and shall deposit the
same to the credit of the Corporation in such bank or banks as the
Board of Directors may designate.
The Treasurer and/or Assistant Treasurer may sign, with the
President or such other person as may be designated by the Board of
Directors, all bills of exchange, promissory notes or other evidences
of indebtedness of the Corporation.
The Treasurer and/or Assistant Treasurer may sign, together
with the President or the Vice President, all certificates of shares
of the capital stock of the Corporation.
The Treasurer and/or Assistant Treasurer shall cause to be
entered regularly in the books of the Corporation to be kept for that
purpose, a full and accurate amount of monies received and paid by
such officer(s) on account of the Corporation, and whenever required
by the Board of Directors shall render a statement of the cash
accounts.
The Treasurer and/or Assistant Treasurer shall at all times
exhibit the books and accounts to any Director of the Corporation upon
application, and shall perform generally all the duties usually
appertaining to the office of Treasurer of a corporation, subject to
the control and direction of the Board of Directors. The Treasurer
shall also have such powers and duties as
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may, from time to time, be conferred on such officer by the Board.
Section 8. Other Officers. The Board of Directors may also appoint such
other officers and agents as it may deem necessary for the transaction of the
business of the Corporation. Such officers and agents shall hold office for such
period, have such authority and perform such duties as shall be determined from
time to time by the Board.
ARTICLE V
CAPITAL STOCK
Section 1. Certificates for Shares. The certificates for shares of the
capital stock of the Corporation shall be in such form as shall be prepared or
approved by the Board of Directors.
The certificates shall be signed by the President or the Vice President and
also by the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer,
and no certificates shall be valid unless so signed.
Section 2. Transfer of Shares. Shares of the capital stock of this
Corporation shall be transferred only on the books of the Corporation by the
holder thereof in person or by the holder's legal representative or duly
authorized attorney upon the surrender and cancellation of certificates for a
like number of shares, and the Corporation shall at all times have a lien upon
all of the stock and property of its Stockholders invested therein for all debts
of whatsoever nature that may be due from them to the Corporation, whether
payable presently or in the future.
Section 3. Transfer and Registration of Certificates. The Board of
Directors shall have the power and authority to make all such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of certificates of shares of the capital stock of the Corporation.
Section 4. Closing of Transfer Books. The stock transfer books shall be
closed for the Meetings of Stockholders and for the payment of dividends during
such periods as from time to time may be fixed by the Board of Directors.
ARTICLE VI
INDEMNIFICATION AND INSURANCE
Section 1. Indemnification. The Corporation shall, to the fullest extent
permitted by Sections 561-569 of the Michigan Business Corporation Act, as
amended, or any successor provisions thereto, indemnify any and all persons whom
it shall have the power to indemnify under said sections from and against any
and all expenses, liabilities or other matters referred to in or covered by said
sections.
For purposes of construing the foregoing indemnification in conjunction
with Sections
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561-569 of the Michigan Business Corporation Act, as amended, or any
successor provisions thereto, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include
any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer,
employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent with
respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner
he or she reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests
of the corporation" as referred to in Sections 561-569 of the
Michigan Business Corporation Act.
The indemnification provided by this section shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any statute, bylaw, agreement,
vote of stockholders 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; provided however that such indemnification shall not
be mandatory for any person seeking indemnity in connection with a
proceeding voluntarily initiated by such person unless the proceeding
was authorized by a majority vote of the entire Board of Directors.
Section 2. Insurance. The Board of Directors of the
Corporation may, in its discretion, authorize the Corporation
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 or 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 provisions of Section 1 of Article VI.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Bylaw Amendments. These Bylaws may be added to,
amended or repealed in whole or in part at any Annual Meeting of the
Stockholders or Board of Directors of the Corporation or at any
special meeting of the Stockholders or Board of Directors called for
such purpose, provided, however, that the Board of Directors shall not
add to, amend or repeal in whole or in part any Bylaws fixing their
number, qualifications or term of office.
Section 2. Delegation of Duties. Whenever, by a majority vote,
the Board of Directors shall declare an emergency exists, the Board
may delegate the powers and duties of any officer to any other officer
or to any other Director for the time being.
Section 3. Deferred Meetings. If the date for any Stockholders
and Board of Directors
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Meetings provided for in these Bylaws or by resolution of the Board of Directors
shall fall upon a legal holiday, such Meeting shall be held on the next
succeeding day not a legal holiday, at the same hour and place.
Section 4. Corporate Seal. The corporate seal of the Corporation shall be a
circular device within which shall be the word "seal", which may be surrounded
by the words constituting the name of the Corporation and the word "Michigan".
The seal may be used by causing it, or a facsimile thereof, to be imprinted,
affixed or reproduced.
Section 5. Disbursement of Corporate Funds. All checks or warrants for the
disbursement of funds of the Corporation, 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.
Section 6. Fiscal Year. The Fiscal year of the Corporation shall be from
January 1 through December 31, or as shall be amended from time to time by the
Board of Directors.
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