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Exhibit 3.31
BYLAWS
OF
RPI, INC.
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 of the
corporation (the "Board") shall determine from time to time.
1.02 Other Offices. The corporation also may have offices at such other
places as the Board from time to time determines or the business of the
corporation requires.
ARTICLE II
SEAL
2.01 Seal. The corporation may have a seal in such form as the Board may
from time to time determine. The seal may be used by causing it or a facsimile
to be impressed, affixed, reproduced or otherwise.
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
Articles of Incorporation and any requirements of 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. 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
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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.
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 shall direct the issuance of a new certificate or certificates to replace
the certificates so alleged to be lost, destroyed or mutilated. The Board may
require as a condition precedent to the issuance of new certificates a bond or
agreement of indemnity, in such form and amount and with such sureties, or
without sureties, as the Board may direct or approve.
ARTICLE IV
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 and stated in the notice of meeting.
4.02 Annual Meeting. The annual meeting of the shareholders of the
corporation shall be held on the last Monday of the fourth calendar month after
the end of the corporation's fiscal year at 2 o'clock in the afternoon.
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 by
the Board, the Chairman of the Board (if such office is filled) or the President
and shall be called by the President or Secretary at the written request of
shareholders holding a majority of the shares of stock of the
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corporation outstanding and entitled to vote. The request shall state the
purpose or purposes for which the meeting is to be called.
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 fewer 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 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 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 or to
dissent from a proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of a dividend or allotment of a right,
or for the purpose of any other action. The date fixed shall not be more than 60
nor fewer 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 or to
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.
Whether or not a quorum is present, a meeting of shareholders may be adjourned
by a vote of the shares present in person or by proxy. When the holders of a
class or series of shares are
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entitled to vote separately on an item of business, this Bylaw applies in
determining the presence of a quorum of such class or series for transaction of
such item of business.
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 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 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 may be cast orally or in writing, but if more than 25 shareholders of
record are entitled to vote, then votes shall be cast in writing signed by the
shareholder or the shareholder's proxy. 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 a Board of not fewer than one, nor more than nine, directors, as such number
shall be set from time to time by the Board. The directors need not be residents
of Michigan or shareholders of the corporation.
5.02 Election, Resignation and Removal. 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. A director or the entire Board may be removed, with or without
cause, by vote of the holders of a majority of the shares entitled to vote at an
election of directors.
5.03 Vacancies. Vacancies in the Board 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
fewer than a quorum of the Board, 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
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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 shall meet each year immediately after the
annual meeting of the shareholders, or within three 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 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 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 for adjourned meetings, whether regular or special. Three days'
written notice shall be given for special meetings of the Board, and such notice
shall state the time, place and purpose or purposes of the meeting.
5.07 Quorum. A majority of the Board 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 and Other Committees. The Board may, by resolution passed
by a majority of the whole Board, appoint three or more members of the Board as
an executive committee to exercise all powers and authorities of the Board in
management of the business and affairs of the corporation, except that the
committee shall not have power or authority to (a) amend the Articles of
Incorporation; (b) adopt an agreement of merger or 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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The Board from time to time may, by like resolution, 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 may designate
one or more directors as alternate members of any committee who may replace an
absent or disqualified member at any meeting thereof.
5.09 Dissents. A director who is present at a meeting of the Board, 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.
5.10 Compensation. The Board, 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
NOTICE AND MANNER OF ACTING
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 his 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
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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. Except as may be provided otherwise in the
Articles of Incorporation for action to be taken by shareholders, 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 shall elect or appoint a President, a Secretary and
a Treasurer, and may select a Chairman of the Board, and one or more Vice
Presidents, Assistant Secretaries or Assistant Treasurers. The President and
Chairman of the Board, if any, shall be members of the Board. 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 one
or more officers.
7.02 Term of Office, Resignation and Removal. An officer shall hold office
for the term for which he is elected or appointed and until his successor is
elected or appointed and qualified, or until his 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 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
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 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 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 or the President may from time to time prescribe.
8.04 Secretary. The Secretary shall attend all meetings of the Board 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, 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. The Treasurer shall render to
the President and directors, whenever they may require it, an account of his or
her 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.
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
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duties as may be delegated to them by the Secretary and Treasurer, respectively,
and also such duties as the Board 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 may
from time to time designate.
9.02 Contracts and Conveyances. The Board 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.
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 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.
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(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.
ARTICLE XI
INDEMNIFICATION
11.01 Non-Derivative Actions. Subject to all of the other provisions of
this Article XI, the corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director or officer 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 foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, whether for profit or not, against expenses (including actual
and reasonable attorneys' fees), judgments, penalties, fines, and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person 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, if the person 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 the person 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
reasonable cause to believe that his or her conduct was unlawful.
11.02 Derivative Actions. Subject to all of the provisions of this Article
XI, the corporation shall indemnify any person who was or is a party to or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director or officer 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,
or of a partnership, joint venture, trust or other enterprise, whether for
profit or not, against expenses (including attorneys' fees) and amounts paid in
settlement actually and reasonably incurred by the person in connection with
such action or suit
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if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation or its
shareholders. However, indemnification shall not be made for any claim, issue or
matter in which such person has been found liable to the corporation unless and
only to the extent that the court in which such action or suit was brought has
determined upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnification for the reasonable expenses incurred.
11.03 Expenses of Successful Defense. To the extent that a person has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 11.01 or 11.02 of these Bylaws, or in defense
of any claim, issue or matter in the action, suit or proceeding, the person
shall be indemnified against actual and reasonable expenses (including
attorneys' fees) incurred by such person in connection with the action, suit or
proceeding and any action, suit or proceeding brought to enforce the mandatory
indemnification provided by this Section 11.03.
11.04 Definition. For the purposes of Sections 11.01 and 11.02, "other
enterprises" shall include employee benefit plans; "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
"serving at the request of the corporation" shall include any service as a
director, officer, employee, or agent of the corporation which imposes duties
on, or involves services by, the director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner the person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be
considered to have acted in a manner "not opposed to the best interests of the
corporation or its shareholders" as referred to in Sections 11.01 and 11.02.
11.05 Contract Right; Limitation on Indemnity. The right to
indemnification conferred in this Article XI shall be a contract right, and
shall apply to services of a director or officer as an employee or agent of the
corporation as well as in such person's capacity as a director or officer.
Except as provided in Section 11.03 of these Bylaws, the corporation shall have
no obligations under this Article XI to indemnify any person in connection with
any proceeding, or part thereof, initiated by such person without authorization
by the Board.
11.06 Determination That Indemnification is Proper. Any indemnification
under Section 11.01 or 11.02 of these Bylaws (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the person is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
Section 11.01 or 11.02, whichever is applicable, and upon an evaluation of the
reasonableness of expenses and amount paid in settlement. Such determination and
evaluation shall be made in any of the following ways:
(a) By a majority vote of a quorum of the Board consisting of
directors who are not parties or threatened to be made parties to such
action, suit or proceeding.
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(b) If the quorum described in clause (a) above is not obtainable,
then by a majority vote of a committee of directors duly designated by the
Board and consisting solely of two or more directors who are not at the
time parties or threatened to be made parties to the action, suit or
proceeding.
(c) By independent legal counsel in a written opinion which counsel
shall be selected in one of the following ways: (i) by the board or its
committee in the manner prescribed in subparagraph (a) or (b); or (ii) if
a quorum of the board cannot be obtained under subparagraph (a) and a
committee cannot be designated under subparagraph (b), by the board.
(d) By the shareholders, but shares held by directors or officers
who are parties or threatened to be made parties to the action, suit or
proceeding may not be voted.
11.07 Proportionate Indemnity. If a person is entitled to indemnification
under Section 11.01 or 11.02 of these Bylaws for a portion of expenses,
including attorneys' fees, judgments, penalties, fines, and amounts paid in
settlement, but not for the total amount thereof, the corporation shall
indemnify the person for the portion of the expenses, judgments, penalties,
fines, or amounts paid in settlement for which the person is entitled to be
indemnified.
11.08 Expense Advance. The corporation may pay or reimburse the reasonable
expenses incurred by a person referred to in Section 11.01 or 11.02 of these
bylaws who is a party or threatened to be made a party to an action, suit, or
proceeding in advance of final disposition of the proceeding if all of the
following apply: (a) the person furnishes the corporation a written affirmation
of his or her good faith belief that he or she has met the applicable standard
of conduct set forth in Section 11.01 or 11.02; (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 standard of conduct; (c) the authorization of payment is made in the manner
specified in Section 11.06; and (d) a determination is made that the facts then
known to those making the determination would not preclude indemnification under
Section 11.01 or 11.02. The undertaking shall be an unlimited general obligation
of the person on whose behalf advances are made but need not be secured.
11.09 Non-Exclusivity of Rights. The indemnification or advancement of
expenses provided under this Article XI is not exclusive of other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under a contractual arrangement with the corporation. However, the
total amount of expenses advanced or indemnified from all sources combined shall
not exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses.
11.10 Indemnification of Employees and Agents. The corporation may, to the
extent authorized from time to time by the Board, grant rights to
indemnification and to the advancement of expenses to any employee or agent of
the corporation to the fullest extent of the provisions of this
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Article XI with respect to the indemnification and advancement of expenses of
directors and officers of the corporation.
11.11 Former Directors and Officers. The indemnification provided in this
Article XI continues as to a person who has ceased to be a director or officer
and shall inure to the benefit of the heirs, executors and administrators of
such person.
11.12 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, partner, trustee,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against the person 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 power to indemnify the person against such liability under these Bylaws or
the laws of the State of Michigan.
11.13 Changes in Michigan Law. In the event of any change of the Michigan
statutory provisions applicable to the corporation relating to the subject
matter of this Article XI, then the indemnification to which any person shall be
entitled hereunder shall be determined by such changed provisions, but only to
the extent that any such change permits the corporation to provide broader
indemnification rights than such provisions permitted the corporation to provide
prior to any such change. Subject to Section 11.14, the Board is authorized to
amend these Bylaws to conform to any such changed statutory provisions.
11.14 Amendment or Repeal of Article XI. No amendment or repeal of this
Article XI shall apply to or have any effect on any director or officer of the
corporation for or with respect to any acts or omissions of such director or
officer occurring prior to such amendment or repeal.
ARTICLE XII
AMENDMENTS
12.01 Amendments. The Bylaws of the corporation may be amended, altered or
repealed, in whole or in part, by the shareholders or by the Board at any
meeting duly held in accordance with these Bylaws, provided that notice of the
meeting includes notice of the proposed amendment, alteration or repeal.
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