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EXHIBIT 3.2
BYLAWS
OF
COMMUNITY SHORES BANK CORPORATION
ARTICLE I.
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office shall be in
Roosevelt Park, State of Michigan.
SECTION 2. OTHER OFFICES. The Corporation may also have offices at such
other places both within and without the State of Michigan as the board of
directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 1. TIMES AND PLACES OF MEETINGS. All meetings of the
shareholders shall be held at such times and places, within or without the State
of Michigan, as may be fixed from time to time by the board of directors. If no
designation of the place of a meeting is made, such meeting shall be held at the
principal office of the Corporation in Roosevelt Park, Michigan.
SECTION 2. ANNUAL MEETINGS. Annual meetings of the shareholders shall
be held each year at such time on such business day in the month of April as may
be designated by the board of directors, or if no such designation is made, at 2
p.m. on the third Thursday in April, or if that day is a legal holiday, then on
the next succeeding business day at such place and hour as shall be fixed by the
board of directors.
SECTION 3. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by resolution of a majority of the board of directors or by the
Chairman of the Board and shall be held on a date fixed by the board of
directors or the Chairman of the Board.
SECTION 4. NOTICE OF MEETINGS. Written notice of each meeting of
shareholders, stating the time, place and purposes thereof, shall be given to
each shareholder entitled to vote at the meeting not less than ten (10) nor more
than sixty (60) days before the date fixed for the meeting. Notice of a meeting
need not be given to any shareholder who signs a waiver of notice before or
after the meeting. Attendance of a shareholder at a meeting shall constitute
both (a) a waiver of notice or defective notice except when the shareholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to holding the meeting or transacting any business because the meeting
has not been lawfully called or convened, and (b) a waiver of objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, except when the shareholder
objects to considering the matter when it is presented.
SECTION 5. SHAREHOLDER LIST. The officer or agent who has charge of the
stock ledger
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of the Corporation shall prepare and make a complete list of the shareholders
entitled to vote at each meeting, arranged by class or series of shares in
alphabetical order, showing the address of and the number of shares registered
in the name of each shareholder. The list shall be produced and kept at the
time and place of the meeting and may be inspected during the whole time of the
meeting by any shareholder who is present at the meeting.
SECTION 6. QUORUM. Unless a greater or lesser quorum is provided in the
Articles of Incorporation or by law, shares entitled to cast a majority of the
votes at a meeting constitute a quorum at the meeting. Except when the holders
of a class or series of shares are entitled to vote separately on an item of
business, shares of all classes and series entitled to vote shall be combined as
a single class and series for the purpose of determining a quorum. When the
holders of a class or series of shares are entitled to vote separately on an
item of business, shares of that class or series entitled to cast a majority of
the votes of that class or series at a meeting constitute a quorum of that class
or series at the meeting, unless a greater or lesser quorum is provided in the
Articles of Incorporation or by law. If there is no quorum, the officer of the
Corporation presiding as chairman of the meeting shall have the power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present, when any business may be transacted which
might have been transacted at the meeting as first convened had there been a
quorum. However, if the adjournment is for more than thirty (30) days, or if
after the adjournment the board fixes a new record date for the adjourned
meeting, notice of the time, place and purposes of such meeting shall be given
to each shareholder of record on the new record date. Once a quorum is
determined to be present, the shareholders present in person or by proxy at such
meeting may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum. If a meeting is
adjourned solely for the purpose of receiving the results of voting by
shareholders, such meeting need not be reconvened. If not reconvened, such
meeting shall stand adjourned pending submission of the results of voting to the
Secretary of the Corporation, whereupon such meeting shall stand adjourned until
the next regular or special meeting of shareholders.
SECTION 7. VOTE REQUIRED. When a quorum is present at a meeting, any
action to be taken by a vote of the shareholders, other than the election of
directors, shall be authorized by a majority of the votes cast by the holders of
shares entitled to vote on the action, unless a greater vote is required by the
Articles of Incorporation or express provision of statute. Except as otherwise
provided by the Articles of Incorporation, directors shall be elected by a
plurality of the votes cast at an election.
SECTION 8. VOTING RIGHTS. Except as otherwise provided by the Articles
of Incorporation or the resolution or resolutions of the board of directors
creating any class of stock, each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such shareholder. Each proxy to vote
shall be in writing and signed by the shareholder or his or her duly authorized
representative, and no proxy shall be voted after three years from its date,
unless the proxy provides for a longer period.
SECTION 9. CONDUCT OF MEETINGS. Meetings of shareholders generally
shall follow accepted rules of parliamentary procedure, subject to the
following:
(a) The chairman of the meeting shall have absolute authority
over matters of procedure, and there shall be no appeal from the ruling
of the chairman. If, in his or her absolute discretion, the chairman
deems it advisable to dispense with the rules of parliamentary
procedure as to any meeting of shareholders or part thereof, he or she
shall so state and shall clearly state the rules under which the
meeting or appropriate part thereof
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shall be conducted.
(b) If disorder should arise which, in the absolute discretion
of the chairman, prevents the continuation of the legitimate business
of the meeting, the chairman may quit the chair and announce the
adjournment of the meeting, and upon his or her so doing, the meeting
is immediately adjourned without the necessity of any vote or further
action of the shareholders.
(c) The chairman may require any person who is not a bona fide
shareholder of record on the record date, or a validly appointed proxy
of such a shareholder, to leave the meeting.
(d) The chairman may introduce nominations, resolutions or
motions submitted by the board of directors for consideration by the
shareholders without a motion or second. Except as the chairman shall
direct, a resolution or motion not submitted by the board of directors
shall be considered for a vote only if proposed by a shareholder of
record on the record date or a validly appointed proxy of such a
shareholder, and seconded by such a shareholder or proxy other than the
individual who proposed the resolution or motion.
(e) Except as the chairman shall direct, no matter may be
presented to the meeting which has not been submitted in writing to the
Secretary for inclusion in the agenda at least 10 days before the date
of the meeting.
(f) When all shareholders present at a meeting in person or by
proxy have been offered an opportunity to vote on any matter properly
before a meeting, the chairman may at his or her discretion declare the
polls to be closed, and no further votes may be cast or changed after
such declaration. If no such declaration is made by the chairman, the
polls shall remain open and shareholders may cast additional votes or
change votes until the inspectors of election have delivered their
final report to the chairman.
(g) When the chairman has declared the polls to be closed on
all matters then before a meeting, the chairman may declare the meeting
to be adjourned pending determination of the results by the inspectors
of election. In such event, the meeting shall be considered adjourned
for all purposes, and the business of the meeting shall be finally
concluded upon delivery of the final report of the inspectors of
election to the chairman at or after the meeting.
(h) When the chairman determines that no further matters may
properly come before a meeting, he or she may declare the meeting to be
adjourned, without motion, second, or vote of the shareholders.
(i) When the chairman has declared a meeting to be adjourned,
unless the chairman has declared the meeting to be adjourned until a
later date, no further business may properly be considered at the
meeting even though shareholders or holders of proxies representing a
quorum may remain at the site of the meeting.
SECTION 10. INSPECTORS OF ELECTION. The board of directors or, if they
shall not have so acted, the chairman, may appoint at or prior to any meeting of
shareholders one or more persons (who may be directors or employees of the
Corporation) to serve as inspectors of election. The inspectors so appointed
shall determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum, the validity
and effect of proxies, and shall receive votes or ballots, hear and determine
challenges and questions arising in
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connection with the right to vote, count and tabulate votes or ballots,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all shareholders.
SECTION 11. VOTING. When any vote is taken by written ballot at any
meeting of shareholders, an unrevoked proxy submitted in accordance with its
terms shall be accepted in lieu of, and shall be deemed to constitute, a written
ballot marked as specified in such proxy.
ARTICLE III.
RECORD DATE
SECTION 1. FIXING OF RECORD DATE BY BOARD. For the purpose of
determining the shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or to express consent to or dissent
from any corporate action in writing without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
distribution or allotment of any rights or evidences of interests arising out of
any change, conversion or exchange of capital stock, or for the purpose of any
other action, the board of directors may fix, in advance, a date as the record
date for any such determination of shareholders. Such date shall not be more
than sixty (60) days nor less than ten (10) days before the date of any such
meeting, nor more than sixty (60) days prior to the effectuation of any other
action proposed to be taken. Only shareholders of record on a record date so
fixed shall be entitled to notice of, and to vote at, such meeting or to receive
payment of any dividend or the distribution or allotment of any rights or
evidences of interests arising out of any change, conversion or exchange of
capital stock.
SECTION 2. PROVISION FOR RECORD DATE IN THE ABSENCE OF BOARD ACTION. If
a record date is not fixed by the board of directors: (a) the record date for
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall be the close of business on the day next preceding the day on
which notice is given, or, if no notice is given, the day next preceding the day
on which the meeting is held; and (b) the record date for determining
shareholders entitled to express consent to corporate action in writing, without
a meeting, when no prior action by the board of directors is necessary, shall be
the day on which the first written consent is expressed; and (c) the record date
for determining shareholders for any other purpose shall be the close of
business on the day on which the resolution of the board relating thereto is
adopted.
SECTION 3. ADJOURNMENTS. When a determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders has been made as
provided in this Article, the determination applies to any adjournment of the
meeting, unless the board fixes a new record date for the adjourned meeting.
ARTICLE IV.
DIRECTORS
SECTION 1. NUMBER AND QUALIFICATION OF DIRECTORS. Each director shall
be at least twenty-one (21) years of age. A director need not be a shareholder,
a citizen of the United States, or a resident of the State of Michigan. The
number of directors shall be fixed by resolution of the board of directors as
provided in the Articles of Incorporation.
SECTION 2. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors shall be
filled in the manner provided in the Articles of Incorporation.
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SECTION 3. POWERS. The business and affairs of the Corporation shall be
managed by its board of directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders.
SECTION 4. FEES AND EXPENSES. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
SECTION 5. RESIGNATION AND REMOVAL. Any director may resign at any time
and such resignation shall take effect upon receipt of written notice thereof by
the Corporation, or at such subsequent time as set forth in the notice of
resignation. Directors may be removed only as provided by statute or the
Articles of Incorporation.
ARTICLE V.
MEETINGS OF DIRECTORS
SECTION 1. PLACE OF MEETINGS. The board of directors of the Corporation
may hold meetings, both regular and special, either within or without the State
of Michigan.
SECTION 2. FIRST MEETING OF NEWLY ELECTED BOARD. The first meeting of
each newly elected board of directors shall be held immediately following the
annual meeting of shareholders, and no notice of such meeting shall be necessary
to the newly elected directors to legally constitute the meeting, provided a
quorum shall be present. In the event such meeting is not held immediately
following the annual meeting of shareholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
SECTION 3. REGULAR MEETINGS. Regular meetings of the board of directors
may be held with or without notice at such time and at such place as shall from
time to time be determined by the board.
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SECTION 4. SPECIAL MEETINGS. Special meetings of the board may be
called by the Chairman of the Board or the President on two (2) days' notice to
each director, either personally, by mail, by telegram or by facsimile
transmission; special meetings shall be called by the Chairman of the Board or
the President in like manner and on like notice on the written request of two
(2) directors.
SECTION 5. PURPOSE NEED NOT BE STATED. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice of such meeting.
SECTION 6. QUORUM. At all meetings of the board of directors a majority
of the total number of directors shall constitute a quorum for the transaction
of business, and the acts of a majority of the directors present at any meeting
at which there is a quorum shall be the acts of the board of directors, except
as may be otherwise specifically provided by statute or by the Articles of
Incorporation. If a quorum is not present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present.
SECTION 7. ACTION WITHOUT A MEETING. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting if, before or after the action, all members of
the board or of such committee, as the case may be, consent thereto in writing
and such written consent is filed with the minutes or proceedings of the board
or committee.
SECTION 8. MEETING BY TELEPHONE OR SIMILAR EQUIPMENT. Members of the
board of directors or any committee designated by the board of directors may
participate in a meeting of such board, or committee, by means of conference
telephone or similar communications equipment by means through which all persons
participating in the meeting can communicate with each other. Participation in a
meeting pursuant to this Section shall constitute presence in person at the
meeting.
SECTION 9. WAIVER OF NOTICE. Attendance of a director at or
participation in a meeting of the board of directors or any committee
constitutes a waiver of notice of the meeting, except where a director attends a
meeting for the express purpose of objecting, at the beginning of the meeting or
upon his or her arrival, to the meeting or the transaction of any business
because the meeting has not lawfully been called or convened, and the person
does not thereafter vote for or assent to any action taken at the meeting.
Notice of any meeting of the board or a committee need not be given to any
person entitled thereto who waives such notice in writing, either before or
after the meeting.
ARTICLE VI.
COMMITTEES OF DIRECTORS
SECTION 1. COMMITTEES. The board of directors may from time to time
appoint committees, whose membership shall consist of such members of the board
of directors as it may deem advisable, to serve at the pleasure of the board.
The board of directors may also appoint directors to serve as alternates for
members of each committee in the absence or disability of regular members. The
board of directors may fill any vacancies in any committee as they occur.
SECTION 2. EXECUTIVE COMMITTEE. The Executive Committee, if there is
one, shall have
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and may exercise the full powers and authority of the board of
directors in the management of the business affairs and property of the
Corporation during the intervals between meetings of the board of directors. The
Executive Committee shall also have the power and authority to declare
distributions and dividends and to authorize the issuance of stock.
SECTION 3. AUDIT COMMITTEE.
(a) Function. The Audit Committee shall perform the function of an
audit committee for the Corporation and may perform such function for
any subsidiary of the Corporation. The Audit Committee, except as
otherwise specified by the board of directors, shall have the following
duties and responsibilities:
(i) causing a suitable examination of the financial
records and operations of the Corporation and each of its
subsidiaries to be made by the internal auditor of the
Corporation;
(ii) recommending to the board of directors the
employment of independent public accountants who fulfill the
requirements established by Section 36 of the Federal Deposit
Insurance Act, as amended, and any regulations issued pursuant
to such act by the Federal Deposit Insurance Corporation or
any successor of such corporation;
(iii) reviewing with the independent public
accountants and management of the Corporation and its
subsidiaries the bases for reports required by Section 36 of
the Federal Deposit Insurance Act, as amended, and any
regulations issued pursuant to such act by the Federal Deposit
Insurance Corporation or any successor of such corporation;
(iv) reviewing examination reports of the Corporation
prepared by regulatory authorities and such other information
concerning examination reports of the Corporation's
subsidiaries as the committee deems advisable; and
(v) reporting to the board of directors at least once
each calendar year concerning the results of examinations made
and such conclusions and recommendations as the Audit
Committee deems advisable.
(b) Eligibility of Members. Directors who fulfill all of the
following conditions shall be eligible to serve on the Audit Committee:
(i) members may not be current employees of the
Corporation or any of its subsidiaries; and
(ii) members must satisfy the requirements
established by Section 36 of the Federal Deposit Insurance
Act, as amended, and any regulations issued pursuant to such
act by the Federal Deposit Insurance Corporation or any
successor of such corporation.
(c) Authorized Actions. The Audit Committee shall have the power
to take and effect such actions as it deems necessary or advisable in
the performance of its duties. The committee may engage counsel and
other consultants to assist the committee in performing its duties.
Such counsel and other consultants may but need not be otherwise
engaged by the Corporation unless otherwise prohibited by applicable
laws or regulations.
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SECTION 4. COMPENSATION COMMITTEE.
(a) Function. The Compensation Committee shall perform the
function of a compensation committee for the Corporation. The Compensation
Committee, except as otherwise specified by the board of directors, shall
have the following duties and responsibilities:
(i) making recommendations to the board of directors
regarding benefit plans of the Corporation;
(ii) submitting recommendations to the board of
directors regarding compensation and personnel policies and
programs of the Corporation;
(iii) submitting recommendations to the board of
directors regarding the compensation of the Chief Executive
Officer, and individual salaries of other executive officers;
and
(iv) preparing an annual report that may be submitted
to the Corporation's shareholders concerning the compensation
policy of the Corporation and the committee's compensation
decisions during the previous fiscal year.
(b) Eligibility of Members. Directors who are not current
employees of the Corporation or any of its subsidiaries shall be eligible to
serve on the Compensation Committee.
SECTION 5. NOMINATING COMMITTEE. The Nominating Committee, if there is
one, shall consider candidates for the board of directors, propose to the board
of directors candidates for directors for submission to the shareholders at the
annual meeting, and review the retirement policy for directors and make
recommendations to the board of directors concerning this policy.
SECTION 6. OTHER COMMITTEES. The board of directors may designate such
other committees as it may deem appropriate, and such committees shall exercise
the authority delegated to them.
SECTION 7. MEETINGS. Each committee provided for above shall meet as
often as its business may require and may fix a day and time for regular
meetings, notice of which shall not be required. Whenever the day fixed for a
meeting shall fall on a holiday, the meeting shall be held on the following
business day or on such other day as the chairman of the committee may
determine. Special meetings of committees may be called by any member, and
notice thereof may be given to the members by telephone, telegram, letter or
facsimile transmission. A majority of the members of a committee shall
constitute a quorum for the transaction of the business of the committee. A
record of the proceedings of each committee shall be kept and presented to the
board of directors.
SECTION 8. SUBSTITUTES. In the absence or disqualification of a member
of a committee, the members thereof present at a meeting and not disqualified
from voting, whether or not they constitute a quorum, may unanimously appoint
another member of the board to act at the meeting in place of such absent or
disqualified member.
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ARTICLE VII.
OFFICERS AND TITLED POSITIONS
SECTION 1. APPOINTMENT OF OFFICERS. The board of directors at its first
meeting after the annual meeting of shareholders, or as soon as practicable
after the election of directors in each year, shall appoint from its number a
Chairman of the Board. The board of directors shall also appoint a President, a
Secretary, and a Treasurer, all of whom shall be officers of the Corporation.
The board of directors may also appoint and expressly designate such other
individuals as it may deem proper to be officers of the Corporation, with such
titles as the board of directors may deem appropriate. If the offices of
Chairman of the Board and President are held by a single person, that officer
shall be the Chief Executive Officer of the Corporation; if not, the board of
directors shall designate either the Chairman of the Board or the President to
be the Chief Executive Officer of the Corporation. The dismissal of an officer,
the appointment of an officer to fill the office of one who has been dismissed
or has ceased for any reason to be an officer, the appointment of any additional
officers, and the change of an officer to a different or additional office, may
be made by the board of directors at any later meeting. Any two or more offices
may be filled by the same person.
SECTION 2. APPOINTMENTS TO TITLED POSITIONS. The board of directors or
the Chief Executive Officer may from time to time appoint individuals to fill
titled positions. Holders of titled positions who may from time to time be
appointed pursuant to this Section shall hold such titles as are assigned by the
board of directors or the Chief Executive Officer and shall perform such duties
and exercise such authority as may be assigned by the board of directors or the
Chief Executive Officer. Dismissal of the holder of a titled position,
appointment of a replacement for a holder of a titled position, appointment of
any additional titled position holders, and change of a titled position holder
to a different or additional position, may be made by the board of directors or
the Chief Executive Officer. Any two or more titled positions may be filled by
the same person.
SECTION 3. AUTHORITY OF OFFICERS. The Chairman of the Board, the Chief
Executive Officer, the President, the Secretary, the Treasurer, and such other
persons as the board of directors shall have appointed and expressly designated
as officers shall be the only officers of the Corporation. Only the officers of
the Corporation shall have discretionary authority to determine the fundamental
policies of the Corporation. Holders of titled positions who have not been
expressly designated as officers of the Corporation in this Section or by the
board of directors shall not be officers of the Corporation regardless of their
titles.
SECTION 4. AUTHORITY OF TITLED POSITIONS. Holders of titled positions
who are not officers shall not have discretionary authority to determine
fundamental policies of the Corporation and shall not, by reason of holding such
titled positions, be entitled to have access to any files, records or other
information relating or pertaining to the Corporation, its business and
finances, or to attend or receive the minutes of any meetings of the board of
directors or any committee of the Corporation, except as and to the extent
expressly authorized and permitted by the board of directors or the Chief
Executive Officer.
SECTION 5. TERM OF SERVICE. Each officer and holder of a titled
position shall serve at the pleasure of the board. The board of directors may
remove any officer or holder of a titled position from that office or position
for cause or without cause. Any officer or holder of a titled position may
resign his or her office or position at any time, such resignation to take
effect upon receipt of written notice thereof by the Corporation unless
otherwise specified in the resignation.
SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the shareholders and all meetings of the board of
directors.
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SECTION 7. PRESIDENT. The President shall, subject to the direction of
the board of directors, see that all orders and resolutions of the board are
carried into effect, and shall perform all other duties necessary or appropriate
to his or her office, subject, however, to his or her right and the right of the
directors to delegate any specific powers to any other officer or officers of
the Corporation. In case of the absence or inability to act of the Chairman of
the Board, the President shall exercise all of the duties and responsibilities
of the Chairman until the board shall otherwise direct.
SECTION 8. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, in
addition to his or her duties as Chairman of the Board or President, as the case
may be, shall have final authority, subject to the control of the board of
directors, over the general policy and business of the Corporation. The Chief
Executive Officer shall have the power, subject to the control of the board of
directors, to appoint, suspend or discharge and to prescribe the duties and to
fix the compensation of such agents and employees of the Corporation, other than
the officers appointed by the board, as he or she may deem necessary.
SECTION 9. VICE CHAIRMEN OF THE BOARD. Each Vice-Chairman of the Board
shall have such powers and perform such duties as may be assigned to him or her
from time to time by the board of directors or the Chief Executive Officer. In
case of the absence or inability to act of the Chairman of the Board and the
President, the duties of his or her office shall, unless otherwise specified by
these Bylaws, be performed by the Vice-Chairmen of the Board in the order of
their seniority or such other priority as may be established by the board or by
the Chief Executive Officer, unless and until the board shall otherwise direct,
and, when so acting, the duly authorized Vice-Chairman of the Board shall have
all the powers of, and shall be subject to the restrictions upon, the Chairman
of the Board or the President.
SECTION 10. VICE PRESIDENTS. Each Executive Vice President, Senior Vice
President, Vice President, Assistant Vice President and such other vice
presidents as may be designated by the board of directors shall have such powers
and perform such duties as may be assigned to him or her from time to time by
the board of directors or the Chief Executive Officer. In case of the absence or
inability to act of the President, and in the absence or inability to act of the
Vice-Chairmen of the Board, the duties of the President shall, unless otherwise
specified by these Bylaws, be performed by the Executive Vice Presidents, the
Senior Vice Presidents, the Vice Presidents, the Assistant Vice Presidents and
then such other vice presidents as may be designated by the board in the order
of their seniority or such other priority as may be established by the board or
by the Chief Executive Officer, unless and until the board shall otherwise
direct, and, when so acting, the duly authorized Executive Vice President,
Senior Vice President, Vice President or Assistant Vice President shall have all
the powers of, and shall be subject to the restrictions upon, the President.
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents and Assistant
- - Vice Presidents have the authority to sign or execute contracts and other
documents which shall be binding on the Corporation and to fulfill the terms
thereof, but such Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents and Assistant Vice Presidents shall not have the discretionary
policy-making authority conferred upon the officers by these Bylaws unless
expressly designated as an officer by the board of directors.
SECTION 11. SECRETARY. Except as otherwise directed by the Chairman of
the Board, the Secretary shall attend all sessions of the board of directors and
all meetings of the shareholders and shall record all votes and the minutes of
all proceedings in a book to be kept for that purpose. The Secretary shall
perform like duties for committees when required. He or she may give, or cause
to be given, notice of meetings of the shareholders and meetings of the board of
directors (though such notices may be given by the Chairman of the Board, the
President or any Vice President). He or she shall keep in safe custody the seal
of the Corporation and shall see that it is affixed to all
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documents the execution of which, on behalf of the Corporation under its seal,
is necessary or appropriate, and when so affixed may attest the same. He or she
shall perform such other duties as may be prescribed by the board of directors
or the Chief Executive Officer.
SECTION 12. TREASURER. The Treasurer shall have custody of the
corporate funds and securities, except as otherwise provided by the board, shall
cause to be kept full and accurate accounts of receipts and disbursements in
books belonging to the Corporation, and shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the board of directors. He or she shall
disburse the funds of the Corporation as may be ordered by the board or
directors, taking proper vouchers for such disbursements, and shall render to
the directors, at the regular meetings of the board or whenever they may require
it, an account of all his or her transactions as Treasurer and of the financial
condition of the Corporation.
SECTION 13. ABSENCE. In the case of the absence or inability to act of
any officer or holder of any titled position, or for any other reason that the
board may deem sufficient, the board of directors or the Chief Executive Officer
may delegate for the time being the powers or duties of such officer or holder
of any titled position, to any other director or officer. To the extent that the
enumerated powers or duties do not involve participation in major policy-making
functions of the Corporation or the exercise of discretionary authority to that
end, said powers or duties may be delegated for the time being to the holder of
a titled position, but shall be exercised under the supervision of an officer.
ARTICLE VIII.
INDEMNIFICATION
SECTION 1. INDEMNIFICATION OTHER THAN IN ACTIONS BY OR IN THE RIGHT OF
THE CORPORATION. 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 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 a subsidiary, or, while
serving as such a director or officer, is or was serving at the request of the
Corporation or a subsidiary 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, shall be indemnified by
the Corporation against expenses (including attorneys' fees), judgments,
penalties, fees and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding 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 or its shareholders, 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, order, 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 interests of the Corporation or its
shareholders, or with respect to any criminal action or proceeding, that he or
she had reasonable cause to believe that his or her conduct was unlawful.
Persons who are not directors or officers of the Corporation or a subsidiary may
be similarly indemnified in respect of such service to the extent authorized at
any time by the board of directors, except as otherwise provided by statute or
the Articles of Incorporation.
SECTION 2. INDEMNIFICATION IN ACTIONS BY OR IN THE RIGHT OF THE
CORPORATION. Any person who was or is a party or is threatened to be made a
party to any threatened, pending or
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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 he or she is or was a director
or officer of the Corporation or a subsidiary, or, while serving as such a
director or officer, is or was serving at the request of the Corporation or a
subsidiary 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, shall be indemnified by the
Corporation against expenses (including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred by him or her in connection with the
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 or its shareholders. Indemnification shall not be made for any
claim, issue or matter in which such person has been found liable to the
Corporation except to the extent authorized in Section 6 of this Article.
Persons who are not directors or officers of the Corporation or a subsidiary may
be similarly indemnified in respect of such service to the extent authorized at
any time by the board of directors, except as otherwise provided by statute or
the Articles of Incorporation.
SECTION 3. EXPENSES. To the extent that a director or officer, or other
person whose indemnification is authorized by the board of directors, has been
successful on the merits or otherwise, including the dismissal of an action
without prejudice, in the defense of any action, suit or proceeding referred to
in Section 1 or 2 of this Article, or in the defense of any claim, issue or
matter therein, he or she shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith and any action, suit or proceeding brought to enforce the mandatory
indemnification provided in this Section.
SECTION 4. AUTHORIZATION OF INDEMNIFICATION. Any indemnification under
Section 1 or 2 of this Article (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification is proper in the circumstances because the person has met the
applicable standard of conduct set forth in this Article and upon an evaluation
of the reasonableness of expenses and amounts paid in settlement. Such
determination shall be made (a) by the board of directors by a majority vote of
a quorum consisting of directors who are not parties or threatened to be made
parties to such action, suit or proceeding, or if such a quorum cannot be
obtained, by a majority vote of a committee duly designated by the board
consisting solely of two or more directors not at the time parties or threatened
to be made parties to such action, suit or proceeding; (b)by independent legal
counsel (who may be the regular counsel of the Corporation) in a written
opinion, which counsel shall be selected as provided in (a) above, provided that
if a committee cannot be designated as provided in (a) above, then the board
shall select such independent counsel; (c) by all Independent Directors (as that
term is defined in the Michigan Business Corporation Act) who are not parties or
threatened to be made parties to such action, suit or proceeding; or (d) by the
shareholders, but shares held by directors, officers, employees or agents who
are parties or threatened to be made parties to such action, suit or proceeding
may not be voted. In designating a committee under (a) above, or in the
selection of independent legal counsel in the event a committee cannot be
designated pursuant to (b)above, all directors may participate. The Corporation
may indemnify a person for a portion of expenses (including reasonable
attorneys' fees), judgments, penalties, fees and amounts paid in settlement for
which the person is entitled to indemnification under Section 1 or 2 of this
Article, even though the person is not entitled to indemnification for the total
amount of such expenses, judgments, penalties, fees and amounts paid in
settlement.
SECTION 5. ADVANCING OF EXPENSES. Expenses incurred by any person who
is or was serving as a director or officer of the Corporation or a subsidiary in
defending a civil or criminal action, suit or proceeding described in Section 1
or 2 of this Article shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding if (a) the person furnishes the
Corporation a written affirmation of his or her good faith belief that he or she
has met the
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applicable standard of conduct set forth in Section 1 or 2 of this Article;
(b)the person furnishes the Corporation 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; and
(c) a determination is made that the facts then known to those making the
determination would not preclude indemnification under the Michigan Business
Corporation Act. Persons who are or were not serving as a director or officer of
the Corporation or a subsidiary may receive similar advances of expenses to the
extent authorized at any time by the board of directors, except as otherwise
provided by statute or the Articles of Incorporation. Determinations under this
Section shall be made in the manner specified in Section 4 of this Article.
Notwithstanding the foregoing, in no event shall any advance be made in
instances where the board or independent legal counsel reasonably determines
that such person deliberately breached his or her duty to the Corporation or its
shareholders.
SECTION 6. RIGHT TO INDEMNIFICATION UPON APPLICATION; PROCEDURE UPON
APPLICATION. A director, officer or other person who is a party or threatened to
be made a party to an action, suit or proceeding may apply for indemnification
to the court conducting the proceeding or to another court of competent
jurisdiction. On receipt of an application, the court may order indemnification
if it determines that the person is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or not he or
she met the applicable standard of conduct set forth in Section 1 or 2 of this
Article or was adjudged liable as described in Section 2 of this Article,
provided, however, that if he or she was adjudged liable, his or her
indemnification shall be limited to reasonable expenses incurred.
SECTION 7. INDEMNIFICATION UNDER BYLAWS NOT EXCLUSIVE. The
indemnification or advancement of expenses provided by this Article shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Articles of Incorporation, any
bylaw, 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. The total
amount of expenses advanced or indemnified from all sources shall, not exceed
the amount of actual expenses incurred by the person seeking indemnification or
advancement of expenses. All rights to indemnification under this Article shall
be deemed to be provided by a contract between the Corporation and the director,
officer, employee or agent who serves in such capacity at any time while these
Bylaws and other relevant provisions of the general corporation law and other
applicable law, if any, are in effect. Any repeal or modification thereof shall
not affect any rights or obligations then existing.
SECTION 8. INSURANCE. The Corporation may 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, partner, trustee, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her 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 the power to indemnify him or her against such liability
under the provisions of this Article.
SECTION 9. MERGERS. For the purposes of this Article, references to the
"Corporation" include all constituent Corporations absorbed in a consolidation
or merger, as well as the resulting or surviving Corporation, so that any person
who is or was a director, officer, employee or agent of such constituent
Corporation, or is or was serving at the request of such constituent 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, shall stand in the same
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position under the provisions of this Article with respect to the resulting or
surviving Corporation as if he or she had served the resulting or surviving
Corporation in the same capacity.
SECTION 10. SAVINGS CLAUSE. If this Article or any portion thereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Corporation shall nevertheless indemnify each director, officer or other
person whose indemnification is authorized by the board of directors as to
expenses (including attorneys' fees), judgments, fees and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including a grand jury proceeding and
an action by the Corporation, to the full extent permitted by any applicable
portion of this Article that shall not have been invalidated or by any other
applicable law.
ARTICLE IX.
SUBSIDIARIES
SECTION 1. SUBSIDIARIES. The board of directors, the Chairman of the
Board, the Chief Executive Officer, the President, or any other officer
designated by the board of directors may vote the shares of stock owned by the
Corporation in any subsidiary, whether wholly or partly owned by the
Corporation, in such manner as they may deem in the best interests of the
Corporation, including, without limitation, for the election of directors of any
subsidiary corporation, or for any amendments to the charter or bylaws of any
such subsidiary corporation, or for the liquidation, merger or sale of assets of
any such subsidiary corporation. The board of directors, the Chief Executive
Officer, or any other officer designated by the board of directors may cause to
be elected to the board of directors of any such subsidiary corporation such
persons as they shall designate, any of whom may, but need not be, directors,
officers, or other employees or agents of the Corporation.
SECTION 2. SUBSIDIARY OFFICERS NOT EXECUTIVE OFFICERS. The officers of
any subsidiary corporation shall not, by virtue of holding such title and
position, be deemed to be officers of the Corporation, nor shall any such
officer of a subsidiary corporation, unless he or she is also a director or
officer of the Corporation, be entitled to have access to any files, records or
other information relating or pertaining to the Corporation, its business and
finances, or to attend or receive the minutes of any meetings of the board of
directors or any committee of the Corporation, except as and to the extent
expressly authorized and permitted by the board of directors or the Chief
Executive Officer.
CERTIFICATES OF STOCK
SECTION 1. FORM. Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by,
the Chairman of the Board, a Vice Chairman of the Board, the President, an
Executive Vice President, a Senior Vice President, or a Vice President of the
Corporation, certifying the number of shares owned by him or her in the
Corporation. Such certificate may also be signed by the Treasurer , an Assistant
Treasurer, the Secretary or an Assistant Secretary of the Corporation. The
certificate may but need not be, sealed with the seal of the Corporation, or a
facsimile thereof.
SECTION 2. FACSIMILE SIGNATURES. Where a certificate is signed (a) by a
transfer agent or an assistant transfer agent, or (b) by a transfer clerk acting
on behalf of the Corporation and a registrar, the signatures of the Chairman of
the Board, Vice Chairman of the Board, President, Executive Vice President,
Senior Vice President, Vice President, Treasurer, Assistant Treasurer,
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Secretary or Assistant Secretary may be facsimiles. In case any officer(s) or
any holder(s) of a titled position who has signed, or whose facsimile
signature(s) has been used on, any certificate shall cease to be such officer(s)
or holder(s) before such certificate has been delivered by the Corporation, such
certificate may nevertheless be issued and delivered as though the person(s) who
signed such certificate or whose facsimile signature(s) appears thereon
continued to be such officer(s) or holder(s) of such titled position.
SECTION 3. LOST CERTIFICATES. The officers may direct a new certificate
to be issued in place of any certificate theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the officers may, in their discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or-his or her legal representative, to advertise the same in such
manner as it shall require and/or to give the Corporation a bond in such sum as
they may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.
SECTION 4. REGISTERED OWNER. The Corporation shall be entitled to
recognize the exclusive rights of a person registered on its books as the owner
of shares to receive dividends and to vote as such owner, and to hold liable for
calls and assessments a person registered on its books as the owner of shares;
the Corporation shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Michigan.
ARTICLE XI.
GENERAL PROVISIONS
SECTION 1. CHECKS. Any signature on any check, demand or note may be
signed by the facsimile signature of any person authorized by the board of
directors to sign under this Section 1 of Article XI. If any officer who has
signed or whose facsimile signature has been used shall cease to be such
officer, such document may nevertheless be signed by means of such facsimile
signature and delivered as though the person who signed such document or whose
facsimile signature has been used thereon had not ceased to be such officer.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the board of directors.
SECTION 3. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation and the words "Corporate Seal, Michigan." The seal may
be used by causing it or a facsimile thereof to be impressed, affixed,
reproduced or otherwise.
SECTION 4. VOTING SECURITIES. The Chairman of the Board, the Chief
Executive Officer, the President, or any officer designated by the board of
directors shall have full power and authority on behalf of the Corporation to
attend and to act and to vote, or to execute in the name or on behalf of the
Corporation a proxy authorizing an agent or attorney-in-fact for the Corporation
to attend and to act and to vote, at any meetings of security holders of
corporations in which the Corporation may hold securities, and at such meetings
he or she and his or her duly authorized agent or attorney-in-fact shall possess
and may exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have possessed
and exercised if present.
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SECTION 5. DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the board of directors at any regular or special meeting
pursuant to law. Dividends may be paid in cash, in property, or in shares of
capital stock, subject to the provisions of the Articles of Incorporation.
SECTION 6. RESERVES. Before payment of any dividends, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interests
of the Corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.
ARTICLE XII.
AMENDMENTS
These Bylaws may be amended, altered, changed, added to or repealed by
the shareholders at any regular or special meeting of the shareholders if notice
of such action be contained in the notice of such meeting, or by the board of
directors at any regular or special meeting of the board of directors.
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