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EXHIBIT 3.02
RESTATED
BYLAWS
OF
COMSHARE, INCORPORATED
EFFECTIVE AUGUST 14, 1998
ARTICLE I
OFFICES
1.01 Principal Office. The principal office of the
corporation shall be at such place within the State of Michigan as the Board
of Directors shall determine from time to time.
1.02 Other Offices. The corporation may also have offices at
such other places as the Board of Directors from time to time determines or
the business of the corporation requires.
1.03 Fiscal Year. The fiscal year of the corporation shall
begin on the first day of July and end on the 30th day of June in each year.
ARTICLE II
SEAL
2.01 Seal. The corporation may have a seal in such form as
the Board of Directors may from time to time determine. The seal may be used
by causing it or a facsimile to be impressed, affixed, reproduced or
otherwise.
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ARTICLE III
CAPITAL STOCK
3.01 Issuance of Shares. The shares of capital stock of the
corporation shall be issued in such amounts, at such times, for such
consideration and on such terms and conditions as the Board shall deem
advisable, subject to the provisions of the Articles of Incorporation of the
corporation and the further provisions of these Bylaws, and subject also to
any requirements or restrictions imposed by the laws of the State of
Michigan.
3.02 Certificates for Shares. The shares of the corporation
shall be represented by certificates signed by the Chairman of the Board,
President or a Vice President and also may be signed by the Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary of the corporation,
and may be sealed with the seal of the corporation or a facsimile thereof.
The signatures of the officers may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than
the corporation itself or its employee. In case an officer who has signed or
whose facsimile signature has been placed upon a certificate ceases to be
such officer before the certificate is issued, it may be issued by the
corporation with the same effect as if he or she were such officer at the
date of issuance. A certificate representing shares shall state upon its
face that the corporation is formed under the laws of the State of Michigan,
the name of the person to whom it is issued, the number and class of shares,
and the designation of the series, if any, which the certificate represents,
and such other provisions as may be required by the laws of the State of
Michigan.
3.03 Transfer of Shares. The shares of the capital stock of
the corporation are transferable only on the books of the corporation upon
surrender of the certificate therefor, properly endorsed for transfer, and
the presentation of such evidences of ownership and validity of the
assignment as the corporation may require.
3.04 Registered Shareholders. The corporation shall be
entitled to treat the person in whose name any share of stock is registered
as the owner thereof for purposes of dividends and other distributions in
the course of business, or in the course of recapitalization, merger, plan
of share exchange, reorganization, sale of assets, liquidation or otherwise
and for the purpose of votes, approvals and consents by shareholders, and
for the purpose of notices to shareholders, and for all other purposes
whatever, and shall not be bound to recognize any equitable or other claim
to or interest in such shares on the part of any other person, whether or
not the corporation shall have notice thereof, save as expressly required by
the laws of the State of Michigan.
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3.05 Lost or Destroyed Certificates. Upon the presentation to
the corporation of a proper affidavit attesting the loss, destruction or
mutilation of any certificate or certificates for shares of stock of the
corporation, the Board of Directors shall direct the issuance of a new
certificate or certificates to replace the certificates so alleged to be lost,
destroyed or mutilated. The Board of Directors may require as a condition
precedent to the issuance of new certificates any or all of the following: (a)
presentation of additional evidence or proof of the loss, destruction or
mutilation claimed; (b) advertisement of loss in such manner as the Board of
Directors may direct or approve; (c) a bond or agreement of indemnity, in such
form and amount and with such sureties, or without sureties, as the Board of
Directors may direct or approve; (d) the order or approval of a court or judge.
ARTICLE IV
SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS
4.01 Place of Meetings. All meetings of shareholders shall be
held at the principal office of the corporation or at such other place as shall
be determined by the Board of Directors and stated in the notice of meeting.
4.02 Annual Meeting. The annual meeting of the shareholders of
the corporation shall be held in the fifth calendar month after the end of the
corporation's fiscal year, or at such other date as the Board of Directors shall
determine from time to time, and shall be held at such place and time of day as
shall be determined by the Board of Directors. Directors shall be elected at
each annual meeting and such other business transacted as may come before the
meeting.
4.03 Special Meetings. Special meetings of shareholders may be
called only by the Chairman of the Board (if such office is filled), or by the
President or pursuant to a resolution of the Board of Directors. Business
transacted at a special meeting of shareholders shall be confined to the purpose
or purposes of the meeting as stated in the notice of the meeting.
4.03.5 Business to Be Conducted at Meetings of Shareholders;
Shareholder Nominations and Proposals. At any meeting of shareholders or any
such adjourned meeting, only such business shall be conducted as shall have been
properly brought before such meeting or any such adjourned meeting. To be
properly brought before any meeting of shareholders or any such adjourned
meeting, business must be (a) specified in the notice of meeting (or any
supplement
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thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before such meeting or any such adjourned meeting by
or at the direction of the Board of such Directors, or (c) otherwise properly
brought before such meeting or any such adjourned meeting by a shareholder. For
business to be properly brought by a shareholder before any meeting of
shareholders or any such adjourned meeting the shareholder must have given
timely notice thereof in writing to the Secretary. To be timely, a shareholder's
notice must be directed to the Secretary and delivered to or mailed and received
at the principal executive offices of the corporation not less than fifty-five
days nor more than seventy days prior to such meeting; provided, however, that
in the event less than sixty-five days' prior public disclosure of the date of
such meeting is made to the shareholders or in the event the only public
disclosure of the date of the meeting is written notice in accordance with this
Article IV, Section 4.04, notice by such shareholder to be timely must be so
received not later than the close of business on the tenth day following the day
on which such notice of the date of such meeting was mailed or such public
disclosure was made. A shareholder's notice to the Secretary shall set forth as
to each matter the shareholder proposes to bring before such meeting (a) a brief
description of the business desired to be brought before such meeting and the
reasons for conducting such business at such meeting, (b) the name and address,
as they appear on the corporation's books, of the shareholder proposing such
business, (c) the class and number of shares of the securities of the
corporation which are beneficially owned by such shareholder, and (d) any
material interest of such shareholder in such business.
No business shall be conducted at any meeting of shareholders or
any such adjourned meeting except in accordance with the procedures set forth in
this Article IV, Section 4.03.5. The Chairman of the shareholder meeting or any
adjourned meeting may refuse to acknowledge any business attempted to be brought
before any meeting or any adjourned meeting not made in compliance with the
foregoing procedure.
Only individuals who are nominated in accordance with the
procedures set forth in this Article IV, Section 4.03.5 shall be eligible for
election as directors. Nominations of individuals for election to the Board of
Directors may be made by or at the direction of the Board of Directors or by any
shareholder of the corporation entitled to vote in the election of directors
generally but only if such shareholder complies with the notice procedures set
forth in this Article IV, Section 4.03.5.
Nominations by shareholders can only be made pursuant to timely
notice in writing to the Secretary. To be timely, a shareholder's notice shall
be directed to the Secretary and delivered to or mailed and received at the
principal executive offices of the corporation not less than fifty-five days nor
more than seventy days prior to such meeting; provided, however, that in the
event less than
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sixty-five days' prior public disclosure of the date of such meeting is made to
the shareholders or in the event the only public disclosure of the date of the
meeting is written notice in accordance with this Article IV, Section 4.04,
notice by such shareholder to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of the
date of such meeting was mailed or such public disclosure was made. Such
shareholder's notice shall set forth (a) as to each individual whom such
shareholder proposes to nominate for election or re-election as director, (i)
the name, age, business address and residence address of such individual, (ii)
the principal occupation or employment of such individual, (iii) the class and
number of shares, or the amount of any securities of the corporation which are
beneficially owned by such individual, (iv) any other information relating to
such individual that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to the
Securities Exchange Act of 1934, as amended and (v) such individual's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected; and (b) as to the shareholder giving the notice, (i) the
name and address, as they appear on the corporation's books, of such shareholder
and (ii) the class and number of shares of the securities of the corporation
which are beneficially owned by such shareholder. At the request of the Board of
Directors, any individual nominated by the Board of Directors for election as a
director shall furnish to the Secretary that information required to be set
forth in a shareholder's notice of nomination which pertains to the nominee. No
individual shall be eligible for election as a director of the corporation
unless nominated in accordance with the procedures set forth in this Article IV,
Section 4.03.5. The Chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
4.04 Notice of Meetings. Except as otherwise provided by
statute, written notice of the time, place and purposes of a meeting of
shareholders shall be given not less than 10 nor more than 60 days before the
date of the meeting to each shareholder of record entitled to vote at the
meeting, either personally or by mailing such notice to his or her last address
as it appears on the books of the corporation. No notice need be given of an
adjourned meeting of the shareholders provided the time and place to which such
meeting is adjourned are announced at the meeting at which the adjournment is
taken and at the adjourned meeting only such business is transacted as might
have been transacted at the original meeting. However, if after the adjournment
a new record date is fixed for the adjourned meeting a notice of the adjourned
meeting shall be given to each shareholder of record on the new record date
entitled to notice as provided in this Bylaw.
4.05 Record Dates. The Board of Directors may fix in advance a
date as the record date for the purpose of determining shareholders entitled to
notice of and to vote at a meeting of shareholders or an adjournment thereof, or
to express consent to or dissent from a proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of a
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dividend or allotment of a right, or for the purpose of any other action. The
date fixed shall not be more than 60 nor less than 10 days before the date of
the meeting, nor more than 60 days before any other action. In such case only
such shareholders as shall be shareholders of record on the date so fixed shall
be entitled to notice of and to vote at such meeting or adjournment thereof, or
to express consent to or dissent from such proposal, or to receive payment of
such dividend or to receive such allotment of rights, or to participate in any
other action, as the case may be, notwithstanding any transfer of any stock on
the books of the corporation, or otherwise, after any such record date. Nothing
in this Bylaw shall affect the rights of a shareholder and his transferee or
transferor as between themselves.
4.06 List of Shareholders. The Secretary of the corporation or
the agent of the corporation having charge of the stock transfer records for
shares of the corporation shall make and certify a complete list of the
shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof. The list shall be arranged alphabetically within each class and series,
with the address of, and the number of shares held by, each shareholder; be
produced at the time and place of the meeting; be subject to inspection by any
shareholder during the whole time of the meeting; and be prima facie evidence as
to who are the shareholders entitled to examine the list or vote at the meeting.
4.07 Quorum. Unless a greater or lesser quorum is required in
the Articles of Incorporation or by the laws of the State of Michigan, the
shareholders present at a meeting in person or by proxy who, as of the record
date for such meeting, were holders of a majority of the outstanding shares of
the corporation entitled to vote at the meeting shall constitute a quorum at the
meeting. The shareholders present in person or by proxy at a meeting at which
such a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. If a quorum is not present or represented at the commencement of any
meeting of shareholders, the shareholders entitled to vote thereat who are
present in person or by proxy shall have the power to adjourn the meeting from
time to time without notice other than announcement at the meeting, until the
requisite amount of voting stock shall be present. At such adjourned meeting at
which the requisite amount of voting stock shall be represented, any business
may be transacted which might have been transacted at the meeting as originally
noticed.
4.08 Proxies. A shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
other persons to act for the shareholder by proxy. A proxy shall be signed by
the shareholder or the shareholder's authorized agent or
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representative and shall not be valid after the expiration of three years from
its date unless otherwise provided in the proxy. A proxy is revocable at the
pleasure of the shareholder executing it except as otherwise provided by the
laws of the State of Michigan.
4.09 Inspectors of Election. The Board of Directors, in advance
of a shareholders' meeting, may appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not so appointed, the
person presiding at the shareholders' meeting may, and on request of a
shareholder entitled to vote thereat shall, appoint one or more inspectors. In
case a person appointed fails to appear or act, the vacancy may be filled by
appointment made by the Board of Directors in advance of the meeting or at the
meeting by the person presiding thereat. If appointed, the inspectors shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum and the validity
and effect of proxies, and shall receive votes, ballots or consents, hear and
determine challenges and questions arising in connection with the right to vote,
count and tabulate votes, ballots or consents, determine the result, and do such
acts as are proper to conduct the election or vote with fairness to all
shareholders. On request of the person presiding at the meeting or a shareholder
entitled to vote thereat, the inspectors shall make and execute a written report
to the person presiding at the meeting of any of the facts found by them and
matters determined by them. The report shall be prima facie evidence of the
facts stated and of the vote as certified by the inspectors.
4.10 Voting. Each outstanding share is entitled to one vote on
each matter submitted to a vote, unless otherwise provided in the Articles of
Incorporation. Votes shall be cast in writing signed by the shareholder or the
shareholder's proxy except when an alternative electronic method of casting
ballots is made available by the corporation, in which case votes may be cast by
telephonic or other electronic means. When an action, other than the election of
directors, is to be taken by a vote of the shareholders, it shall be authorized
by a majority of the votes cast by the holders of shares entitled to vote
thereon, unless a greater vote is required by the Articles of Incorporation or
by the laws of the State of Michigan. Except as otherwise provided by the
Articles of Incorporation, directors shall be elected by a plurality of the
votes cast at any election.
ARTICLE V
DIRECTORS
5.01 Number. The business and affairs of the corporation shall
be managed by its Board of Directors. The number of Directors of the Corporation
shall be not less than three nor
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more than ten as may be determined by the Board from time to time. The Directors
need not be residents of Michigan or shareholders of the Corporation.
5.02 Election and Resignation. Directors shall be elected at
each annual meeting of the shareholders, each to hold office until the next
annual meeting of shareholders and until the director's successor is elected and
qualified, or until the director's resignation or removal. A director may resign
by written notice to the corporation. The resignation is effective upon its
receipt by the corporation or a subsequent time as set forth in the notice of
resignation.
5.03 Vacancies. Vacancies in the Board of Directors occurring by
reason of death, resignation, removal, increase in the number of directors or
otherwise shall be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors, unless filled by
proper action of the shareholders of the corporation. Each person so elected
shall be a director for a term of office continuing only until the next election
of directors by the shareholders. A vacancy that will occur at a specific date,
by reason of a resignation effective at a later date or otherwise, may be filled
before the vacancy occurs, but the newly elected director may not take office
until the vacancy occurs.
5.04 Annual Meeting. The Board of Directors shall meet each year
immediately after the annual meeting of the shareholders, or within three (3)
days of such time excluding Sundays and legal holidays if such later time is
deemed advisable, at the place where such meeting of the shareholders has been
held or such other place as the Board may determine, for the purpose of election
of officers and consideration of such business that may properly be brought
before the meeting; provided, that if less than a majority of the directors
appear for an annual meeting of the Board of Directors the holding of such
annual meeting shall not be required and the matters which might have been taken
up therein may be taken up at any later special or annual meeting, or by consent
resolution.
5.05 Regular and Special Meetings. Regular meetings of the Board
of Directors may be held at such times and places as the majority of the
directors may from time to time determine at a prior meeting or as shall be
directed or approved by the vote or written consent of all the directors.
Special meetings of the Board may be called by the Chairman of the Board (if
such office is filled) or the President and shall be called by the President or
Secretary upon the written request of any two directors.
5.06 Notices. No notice shall be required for annual or regular
meetings of the Board, or any committee of the Board, or for adjourned meetings,
whether regular or special. Two
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days' written notice shall be given for special meetings of the Board or any
committee of the Board, and such notice shall state the time, place and purpose
or purposes of the meeting. If notice is given by radiogram, cablegram, or
telecopy, only one day's notice shall be necessary.
5.07 Quorum. A majority of the Board of Directors then in
office, or of the members of a committee thereof, constitutes a quorum for the
transaction of business. The vote of a majority of the directors present at any
meeting at which there is a quorum shall be the acts of the Board or of the
committee, except as a larger vote may be required by the laws of the State of
Michigan. A member of the Board or of a committee designated by the Board 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 communicate with each other. Participation in a meeting in this
manner constitutes presence in person at the meeting.
5.08 Executive Committee. The Board of Directors may, by
resolution passed by a majority of the whole Board, establish an executive
committee, consisting of three or more members of the Board, to exercise all
powers and authorities of the Board in management of the business and affairs of
the corporation during the intervals between meetings of the Board, provided,
however, that such committee shall not have power or authority to:
(a) amend the Articles of Incorporation;
(b) adopt an agreement of merger of consolidation;
(c) recommend to shareholders the sale, lease
or exchange of all or substantially all
of the corporation's property and assets;
(d) recommend to shareholders a dissolution
of the corporation or revocation of a
dissolution;
(e) amend these Bylaws;
(f) fill vacancies in the Board; or
(g) unless expressly authorized by the Board,
declare a dividend or authorize the
issuance of stock.
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5.09 Compensation Committee. The Board of Directors may, by
resolution adopted by a majority of the whole Board, appoint one or more of its
members as a Compensation Committee. The Compensation Committee shall, from time
to time, recommend to the Board the salaries or range of salaries for members of
the Board of Directors who are officers or employees of the corporation and of
all officers of the corporation. It shall also perform such functions as may be
delegated to it under the provisions of any bonus, stock option or special
compensation plan of the corporation.
5.10 Other Committees. The Board of Directors from time to time
may, by resolution, adopted by a majority of the whole Board appoint such other
committees of one or more directors to have such authority as shall be specified
by the Board in the resolution making such appointments. The Board of Directors
may designate one or more directors as alternate members of any committee who
may replace an absent or disqualified member at any meeting thereof.
5.11 Dissents. A director who is present at a meeting of the
Board of Directors, or a committee thereof of which the director is a member, at
which action on a corporate matter is taken is presumed to have concurred in
that action unless the director's dissent is entered in the minutes of the
meeting or unless the director files a written dissent to the action with the
person acting as secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
corporation promptly after the adjournment of the meeting. Such right to dissent
does not apply to a director who voted in favor of such action. A director who
is absent from a meeting of the Board, or a committee thereof of which the
director is a member, at which any such action is taken is presumed to have
concurred in the action unless the director files a written dissent with the
Secretary of the corporation within a reasonable time after the director has
knowledge of the action.
5.12 Compensation. The Board of Directors, by affirmative vote
of a majority of directors in office and irrespective of any personal interest
of any of them, may establish reasonable compensation of directors for services
to the corporation as directors or officers.
ARTICLE VI
NOTICES, WAIVERS OF NOTICE AND MANNER OF ACTING
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6.01 Notices. All notices of meetings required to be given to
shareholders, directors or any committee of directors may be given by mail,
telecopy, telegram, radiogram or cablegram to any shareholder, director or
committee member at such person's last address as it appears on the books of the
corporation. Such notice shall be deemed to be given at the time when the same
shall be mailed or otherwise dispatched.
6.02 Waiver of Notice. Notice of the time, place and purpose of
any meeting of shareholders, directors or committee of directors may be waived
by telecopy, telegram, radiogram, cablegram or other writing, either before or
after the meeting, or in such other manner as may be permitted by the laws of
the State of Michigan. Attendance of a person at any meeting of shareholders, in
person or by proxy, or at any meeting of directors or of a committee of
directors, constitutes a waiver of notice of the meeting except as follows:
(a) In the case of a shareholder, unless the
shareholder at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting, or unless
with respect to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in
the meeting notice, the shareholder objects to considering the
matter when it is presented.
(b) In the case of a director, unless he or she at
the beginning of the meeting, or upon his or her arrival,
objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action
taken at the meeting.
6.03 Action Without a Meeting. Any action required or permitted
at any meeting of shareholders or directors or committee of directors may be
taken without a meeting, without prior notice and without a vote, if all of the
shareholders or directors or committee members entitled to vote thereon consent
thereto in writing, before or after the action is taken.
ARTICLE VII
OFFICERS
7.01 Number. The Board of Directors shall elect or appoint a
President and Chief Executive Officer, Chief Financial Officer, a Secretary, and
a Treasurer, and may select a
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Chairman of the Board, and one or more Senior Vice Presidents, Vice Presidents,
Assistant Secretaries or Assistant Treasurers. The President and Chairman of the
Board, if any, shall be members of the Board of Directors. Any two or more of
the above offices, except those of President and Vice President, may be held by
the same person. No officer shall execute, acknowledge or verify an instrument
in more than one capacity if the instrument is required by law, the Articles of
Incorporation or these Bylaws to be executed, acknowledged, or verified by two
or more officers.
7.02 Term of Office, Resignation and Removal. An officer shall
hold office for the term for which such officer is elected or appointed and
until a successor is elected or appointed and qualified, or until such officer's
resignation or removal. An officer may resign by written notice to the
corporation. The resignation is effective upon its receipt by the corporation or
at a subsequent time specified in the notice of resignation. An officer may be
removed by the Board with or without cause. The removal of an officer shall be
without prejudice to his contract rights, if any. The election or appointment of
an officer does not of itself create contract rights.
7.03 Vacancies. The Board of Directors may fill any vacancies
in any office occurring for whatever reason.
7.04 Authority. All officers, employees and agents of the
corporation shall have such authority and perform such duties in the conduct and
management of the business and affairs of the corporation as may be designated
by the Board of Directors and these Bylaws.
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ARTICLE VIII
DUTIES OF OFFICERS
8.01 Chairman of the Board. The Chairman of the Board, if such
office is filled, shall preside at all meetings of the shareholders and of the
Board of Directors at which the Chairman is present.
8.02 President. The President shall be the Chief Executive
Officer of the corporation. The President shall see that all orders and
resolutions of the Board are carried into effect, and the President shall have
the general powers of supervision and management usually vested in the chief
executive officer of a corporation, including the authority to vote all
securities of other corporations and business organizations held by the
corporation. In the absence or disability of the Chairman of the Board, or if
that office has not been filled, the President also shall perform the duties of
the Chairman of the Board as set forth in these Bylaws.
8.03 Vice Presidents. The Senior Vice Presidents and Vice
Presidents, in order of their seniority, shall, in the absence or disability of
the President, perform the duties and exercise the powers of the President and
shall perform such other duties as the Board of Directors or the President may
from time to time prescribe. One of the Senior Vice Presidents or Vice
Presidents shall be designated as the Chief Financial Officer.
8.04 Secretary. The Secretary shall attend all meetings of the
Board of Directors and of shareholders and shall record all votes and minutes of
all proceedings in a book to be kept for that purpose, shall give or cause to be
given notice of all meetings of the shareholders and of 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, and when so affixed
it shall be attested by the signature of the Secretary, or by the signature of
the Treasurer or an Assistant Secretary. The Secretary may delegate any of the
duties, powers and authorities of the Secretary to one or more Assistant
Secretaries, unless such delegation is disapproved by the Board.
8.05 Treasurer. The Treasurer shall have the custody of the
corporate funds and securities; shall keep full and accurate accounts of
receipts and disbursements in books of 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.
The Treasurer shall render to the President and directors, whenever they may
require it, an account of his or her
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transactions as Treasurer and of the financial condition of the corporation. The
Treasurer may delegate any of his or her duties, powers and authorities to one
or more Assistant Treasurers unless such delegation is disapproved by the Board
of Directors.
8.06 Assistant Secretaries and Treasurers. The Assistant
Secretaries, in order of their seniority, shall perform the duties and exercise
the powers and authorities of the Secretary in case of the Secretary's absence
or disability. The Assistant Treasurers, in the order of their seniority, shall
perform the duties and exercise the powers and authorities of the Treasurer in
case of the Treasurer's absence or disability. The Assistant Secretaries and
Assistant Treasurers shall also perform such duties as may be delegated to them
by the Secretary and Treasurer, respectively, and also such duties as the Board
of Directors may prescribe.
ARTICLE IX
SPECIAL CORPORATE ACTS
9.01 Orders for Payment of Money. All checks, drafts, notes,
bonds, bills of exchange and orders for payment of money 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.
9.02 Contracts and Conveyances. The Board of Directors of the
corporation may in any instance designate the officer and/or agent who shall
have authority to execute any contract, conveyance, mortgage or other instrument
on behalf of the corporation, or may ratify or confirm any execution. When the
execution of any instrument has been authorized without specification of the
executing officers or agents, the Chairman of the Board, the President or any
Vice President, and the Secretary or Assistant Secretary or Treasurer or
Assistant Treasurer, may execute the same in the name and on behalf of this
corporation and may affix the corporate seal thereto.
9.03 Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances. The corporation may lend money to, or
guarantee an obligation of, or otherwise assist an officer or employee of the
corporation or of its subsidiary, including an officer or employee who is a
director of the corporation or its subsidiary, when, in the judgment of the
Board of Directors, the loan, guaranty, or assistance may reasonably be expected
to benefit the corporation, or is pursuant to a plan authorizing loans,
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guarantees, or assistance, which plan the Board has reasonably determined will
benefit the corporation. The loan, guaranty, or assistance may be with or
without interest, and may be unsecured, or secured in a manner as the Board
approves, including without limitation, a pledge of shares of stock of the
corporation.
ARTICLE X
BOOKS AND RECORDS
10.01 Maintenance of Books and Records. The proper officers and
agents of the corporation shall keep and maintain such books, records and
accounts of the corporation's business and affairs, minutes of the proceedings
of its shareholders, Board and committees, if any, and such stock ledgers and
lists of shareholders, as the Board of Directors shall deem advisable, and as
shall be required by the laws of the State of Michigan and other states or
jurisdictions empowered to impose such requirements. Books, records and minutes
may be kept within or without the State of Michigan in a place which the Board
shall determine.
10.02 Reliance on Books and Records. In discharging his or her
duties, a director or an officer of the corporation, when acting in good faith,
may rely upon information, opinions, reports, or statements, including financial
statements and other financial data, if prepared or presented by any of the
following:
(a) One or more directors, officers, or employees of the
corporation, or of a business organization under joint control
or common control, whom the director or officer reasonably
believes to be reliable and competent in the matters presented.
(b) Legal counsel, public accountants, engineers, or other
persons as to matters the director or officer reasonably
believes are within the person's professional or expert
competence.
(c) A committee of the Board of which he or she is not a
member if the director or officer reasonably believes the
committee merits confidence.
A director or officer is not entitled to rely on the information set forth above
if he or she has knowledge concerning the matter in question that makes reliance
otherwise permitted unwarranted.
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ARTICLE XI
AMENDMENTS
11.01 Amendments. The Board of Directors shall have the power to
make, alter, amend or repeal the Bylaws of the corporation by a vote of not less
than a majority of the entire Board then in office at any meeting of the Board.
The holders of the Common Stock shall have power to make, alter, amend or repeal
the Bylaws at any regular or special meeting if the substance of such amendment
be contained in the notice of the meeting of shareholders.
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