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EXHIBIT 3.18
BY-LAWS
OF
SICKINGER COMPANY
A MICHIGAN CORPORATION
I.
OFFICES
The principal office of the Company may be either in the City
of Bloomfield Hills, Michigan, or such other place within or without the State
as the Board of Directors may determine.
II.
SEAL
The Corporate Seal shall have incorporated thereon the name of
the Corporation and the word "SEAL".
III.
STOCKHOLDERS' MEETINGS
Meetings of the stockholders shall be held at such places as
the Board of Directors may designate.
The Annual Meeting of stockholders shall be held on the fourth
Monday in September of each year, if not a legal holiday; if a legal holiday,
then on the next business day, at which meeting the stockholders shall elect by
a plurality vote the Board of Directors as hereinafter designated, and transact
such other business as may properly be brought before the meeting.
The holders of the majority of the stock issued and
outstanding and entitled to vote thereat present, either in person or by proxy,
shall constitute a quorum for the transaction of business, except as otherwise
provided by law, by the Articles of Incorporation or by these By-Laws, or
amendments thereof. Less than a quorum may adjourn the meeting from time to
time.
A written notice of the Annual Meeting shall be mailed to each
stockholder of record at least fifteen (15) days before such meeting, at such
address as appears on the stock book of the corporation.
Special meetings of stockholders may be called by the
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President or Secretary or by a majority of the Board, or at the request of
stockholders holding a majority amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote, PROVIDED HOWEVER, a
special meeting of stockholders may be held at any time, without notice, if all
stockholders are present. Such notices shall state specifically the purpose or
purposes of the proposed meetings and business transacted at special meetings
shall be confined to the specifications stated in the call. Notice of special
meetings shall likewise be given fifteen (15) days before such meeting.
IV.
DIRECTORS
The property and business of this corporation shall be managed
by a Board of three (3) directors. They shall be elected at the Annual Meeting
of the stockholders and each Director shall be elected to serve until his
successor shall be elected.
If the office of any director or officer of the corporation
becomes vacant by reason of death, resignation, retirement, disqualification,
removal from office, or otherwise, the remaining directors, though less than a
quorum, shall choose a successor or successors, who shall hold office until the
next Annual election and until a successor or successors have been duly
elected, unless sooner displaced.
In addition to the powers and authority expressly conferred
upon the Board of Directors by these by- laws, they shall and may exercise all
such powers of the corporation and do all such lawful acts and things as are
not restricted by Statute or by the Articles of Incorporation or by these
by-laws from doing.
V.
MEETINGS OF THE BOARD
The Board of Directors shall meet at any time on the call of
the President, Vice President or Secretary, on twenty-four hours' notice to
each Director, either personally or by mail or by telegram, and may meet at any
time when all directors are present, without notice. A Majority of the Board
of Directors shall constitute a quorum, except where otherwise specifically
provided by Statute or by the Articles of Incorporation or by these by-laws.
Regular meetings of the Board of Directors shall convene at the call of the
President or Secretary or as the Board may otherwise direct.
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VI.
OFFICERS
The Officers of the Corporation shall be chosen by the
Directors and shall be President, Vice President, Secretary and Treasurer. Any
two offices may be combined except the office of President and Vice President.
The officers may appoint such other officers and agents, including an auditor
and general legal counsel, as in their judgment shall seem desirable.
PRESIDENT
The President, as chief executive officer of the corporation,
shall preside at all meetings of stockholders and directors and shall have
general and active management of the business of the corporation and see that
all orders and resolutions of the Board are carried into effect. He shall
execute all instruments requiring the Seal of the corporation, unless otherwise
ordered by a resolution of the Board of Directors.
VICE PRESIDENT
The Vice President, in the absence of, or disability of the
President shall perform the duties and exercise the powers of the President and
shall perform such other duties as the Board of Directors may prescribe.
SECRETARY
The Secretary shall attend all sessions of the Board of
Directors and all meetings of the stockholders and keep a record of all such
meetings in the book to be kept for that purpose, and shall perform like duties
for any standing committees, when required. He shall give or cause to be given
notice of all meetings of the officers and of the Board of Directors and shall
perform such other duties as may be prescribed by the Board of Directors and
shall keep in safe custody the Seal of the corporation, and when authorized by
the Board affix the same to any instrument requiring it.
TREASURER
The Treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation, in such depositories
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as may be designated by the Board of Directors.
All funds of the Corporation shall be disbursed by check,
which shall be executed pursuant to any resolution adopted by the Board of
Directors. The Treasurer shall take proper vouchers or receipts for such
disbursements and shall render reports to the Board of Directors, when
required, of all transactions affecting the financial condition of the Company.
OTHER OFFICERS
The Board of Directors may elect such other officers as in its
opinion are desirable for the conduct of the business of the company.
DUTIES OF OFFICERS MAY BE DELEGATED
In case of the absence of any officer of the corporation, or
for any other reason which the Board may deem sufficient, the Board may
delegate for the time being powers and duties of any such officers to any other
officer or any other director or to any assistants designated or appointed by
the Board by a majority vote of the Board.
VII.
CERTIFICATES OF STOCK
The certificates of stock of the corporation shall be numbered
and shall be entered in the books of the corporation as they are issued. That
it show the holder's name and the number of shares and shall be signed by the
President or Vice President and by the Secretary or Treasurer. The
designation, preferences and other special rights of any class of stock and
qualification, limitations or restrictions thereof shall be set forth in full
and summarized on the face or back of the certificate which the corporation
shall issue to represent such class or series of stock.
VIII.
TRANSFERS OF STOCK
Transfer of stock shall be made on the books of the Company by
the holder thereof, in person or by attorney, upon the surrender and
cancellation of certificates for like number of shares, but the Board of
Directors shall have power and authority to make all such rules and regulations
as they shall deem expedient concerning the issue, transfer and registration of
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certificates for shares of capital stock, and in particular may appoint a
transfer agent and/or a registrar of transfers and may require all stock
certificates to bear the signature of such transfer agent and/or of such
registrar of transfers.
IX.
REGISTERED STOCKHOLDERS
The Corporation shall be entitled to treat the holders of
record of any share or shares of stocks as the holder in fact thereof, and
accordingly shall not be bound to recognize any equity or any claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, except as expressly provided by the laws
of the State of Michigan.
X.
DIVIDENDS
The Board of Directors may declare dividends from surplus or
net profits of the Company from time to time, payable in such form as the Board
may determine and adopt resolutions relative to the closing of the transfer
books. The stock transfer book of the company shall be closed at least ten
(10) days before the Annual Meeting of stockholders and may be closed at the
discretion of the Board of Directors for any period of time before the
declaration and payment of any dividend deemed desirable.
XI.
LOST CERTIFICATES
Any person claiming a certificate of stock to be lost or
destroyed shall make an affidavit or affirmation of that fact and the Board of
Directors may, at its discretion, require the owner of the lost or destroyed
certificate, or his legal representative, to give the corporation his bond in
such sum as it may direct, not exceeding double the value of the stock to
indemnify the corporation against any claim that may be had or made against it
on account of the alleged loss of any such certificate; a new certificate of
the same tenure and for the same number of shares as the number alleged to be
lost or destroyed may be issued without requiring any bond, when, in the
judgment of the Directors, it is proper to do so.
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XII.
CHECKS
All checks, drafts and notes of the corporation shall be
signed by such officer or officers and such other person or persons as the
Board of Directors from time to time may designate.
XIII.
FISCAL YEAR
The fiscal year of the Company shall begin July 1st in each
year, and end June 30th.
XIV.
NOTICES
Whenever, under the provisions of these By-Laws, notice is
required to be given to any director, officer or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, telephone or telegram, and if by mail, by depositing the same, postage
prepaid, in sealed wrapper in post office letter box addressed to such person,
at the address appearing on the books of the corporation, or in default of such
address to the last known address in the City where the party resides, and such
notice shall be deemed to have been given at the time when the same was mailed
or sent.
Any stockholder, director or officer may waive any notice
required to be given under these By-Laws.
XV.
AMENDMENTS
These By-Laws may be altered or amended or repealed by the
affirmative vote of a majority of the stock issued and outstanding and entitled
to vote at any regular meeting or any special meeting of stockholders called
for that purpose or by the affirmative vote of the majority of the Board of
Directors at any regular or special meeting of the Board.
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AMENDMENTS TO THE BY-LAWS
OF
SICKINGER COMPANY
(effective August 4, 1981)
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ARTICLE III
Stockholders Meetings
An additional paragraph is added as follows:
If and when all the Shareholders shall severally or collectively consent in
writing to any action to be taken by the Corporation, such action shall be
valid corporate action as though it had been authorized at a meeting of the
Shareholders.
ARTICLE V
Meetings of the Board
An additional paragraph is added as follows:
If and when all the Directors shall severally or collectively consent in
writing to any action to be taken by the Corporation, such action shall be
valid corporate action as though it had been authorized at a meeting of the
Board of Directors.
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AMENDMENTS TO THE BY-LAWS
OF
SICKINGER COMPANY
(effective September 11, 1995)
Article XIII is amended to read:
"The fiscal year of the Company shall begin January lst of
each year and end December 31st."
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