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EXHIBIT 3.27
BYLAWS
OF
OXFORD SUSPENSION, INC.
ARTICLE I
Offices
1.01 Principal Office. The principal office of Oxford Suspension, Inc., a
Michigan corporation (the "Corporation") shall be at such place as the Board of
Directors shall from time to time determine.
1.02 Other Offices. The Corporation also may have offices at such other
places as the board of directors 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 the form that 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 or otherwise reproduced.
ARTICLE III
Capital Stock
3.01 Issuance of Shares. The shares of capital stock of the Corporation
shall be issued in the amounts, at the times, for the consideration, and on the
terms and conditions that the board of directors 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 chairperson of the board of directors,
the president, or a vice president, and also may be signed by the treasurer,
assistant treasurer, secretary, or assistant secretary, and may be sealed with
the seal of the Corporation, if any, or a facsimile of it. 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 on its face that the
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Corporation is formed under the laws of the state of Michigan and shall also
state the name of the person to whom it is issued, the number and class of
shares and the designation of the series, if any, that the certificate
represents, and any other provisions that 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 for the shares, properly endorsed for transfer, and the
presentation of the evidences of ownership and validity of the assignment that
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 of it for
the purpose of dividends and other distributions or for any recapitalization,
merger, plan of share exchange, reorganization, sale of assets, or liquidation,
for the purpose of votes, approvals, and consents by shareholders, 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
the shares by any other person, whether or not the Corporation shall have notice
of it, except as expressly required by the laws of the state of Michigan.
3.05 Lost or Destroyed Certificates. On the presentation to the
Corporation of a proper affidavit attesting to 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 a bond or agreement of indemnity,
in the form and amount and with or without sureties, as the board of directors
may direct or approve.
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 any other place that shall be
determined by the board of directors and stated in the meeting notice.
4.02 Annual Meeting. The annual meeting of the shareholders of the
Corporation shall be held on the first Thursday of April or at such other time
as the board of directors may select. 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 of directors, the chairperson of the board of directors (if the 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
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the outstanding shares of stock of the Corporation 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 shareholders meeting 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 the notice to his or her last address as it appears on the books of the
Corporation. The notice shall include notice of proposals from shareholders that
are proper subjects for shareholder action and are intended to be presented by
shareholders who have so notified the Corporation in accordance with Section
4.10. No notice need be given of an adjourned meeting of the shareholders
provided that the time and place to which the meeting is adjourned are announced
at the meeting at which the adjournment is taken, and at the adjourned meeting
the only business to be transacted is business that 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 entitled to notice on the new record date as
provided in this bylaw.
4.05 Record Dates. The board of directors may fix in advance a record date
for the purpose of determining shareholders entitled to notice of and to vote at
a meeting of shareholders or an adjournment of the meeting or to express consent
to or to dissent from a proposal without a meeting; for the purpose of
determining shareholders entitled to receive payment of a dividend or an
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 the
shareholders that shall be shareholders of record on the date so fixed shall be
entitled to notice of and to vote at the meeting or an adjournment of the
meeting or to express consent to or to dissent from the proposal; to receive
payment of the dividend or the allotment of rights; or to participate in any
other action, notwithstanding any transfer of any stock on the books of the
Corporation, after any such record date. Nothing in this bylaw shall affect the
rights of a shareholder and his or her transferee or transferor as between
themselves.
4.06 List of Shareholders. The secretary 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 of it. The list shall be arranged
alphabetically within each class and series and include 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 of which shareholders are 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 the
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
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present in person or by proxy. When the holders of a class or series of shares
are entitled to vote separately on an item of business, this bylaw applies in
determining the presence of a quorum of the class or series for transacting the
item of business.
4.08 Proxies. A shareholder entitled to vote at a shareholders meeting or
to express consent or to 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 the articles of incorporation provide otherwise.
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 on it, 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.
4.10 Notice of Shareholder Proposals. A shareholder may cause the
Corporation to include in the notice for any meeting of shareholders, notice of
proposals under Section 4.04, by giving timely written notice to the secretary
at the principal executive offices of the Corporation. To be timely, (a) with
respect to an annual meeting of shareholders pursuant to Section 4.02 (an
"Annual Meeting"), a shareholder's notice must be delivered or mailed and
received by the secretary not less than 90 days prior to the date set for the
Annual Meeting in such Section 4.02; and (b) with respect to a meeting which is
a special meeting pursuant to Section 4.03 (a "Special Meeting"), not less than
five days after the earlier of (i) the announcement by the Corporation of the
intention to call a Special Meeting; or (ii) if no such announcement is made,
the date that notice of such meeting Special Meeting is given personally or is
mailed by the Corporation pursuant to Section 4.04, in which event, the
Corporation shall promptly provide or mail a revised notice of such Special
Meeting that includes the shareholder's proposal if it qualifies for inclusion
therein as set forth in Section 4.04 and this Section 4.10. A shareholder's
notice to the secretary shall set forth, as to each matter the shareholder
proposes to bring before such meeting, (x) a brief description of the business
to be brought before the meeting; (y) the name and address, as they appear on
the Corporation's books, of the shareholder(s) proposing the business; and (z)
any material interest of such shareholder(s) in such business. All
determinations under this Section 4.10 shall be made by the board of directors,
which determinations shall be conclusive. This Section 4.10 shall be of no force
and effect during any time when the Corporation has a class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended.
4.11 Conduct of Meeting. At each meeting of shareholders, a chair shall
preside. In the absence of a specific selection by the board of directors, the
chair shall be the Chairperson of the
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board of directors as provided in Section 8.01. The chair shall determine the
order of business and shall have the authority to establish rules for the
conduct of the meeting which are fair to shareholders. The chair of the meeting
shall announce at the meeting when the polls close for each matter voted upon.
If no announcement is made, the polls shall be deemed to have closed upon the
final adjournment of the meeting. After the polls close, no ballots, proxies or
votes, nor any revocations or changes thereto may be accepted.
4.12 Inspectors of Election. The board of directors, or the chairman of
the board of directors presiding at any shareholders' meeting, may appoint one
or more inspectors. 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 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, 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.
ARTICLE V
Directors
5.01 Number. The business and affairs of the Corporation shall be managed
by or under the direction of a board of not less than one nor more than nine
directors, as shall be fixed from time to time by the board of directors. 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 shareholders meeting, each director to hold office until the next
annual shareholders meeting 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 on its
receipt by the Corporation or at a subsequent time as set forth in the notice of
resignation. A director or the entire board of directors 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 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.
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5.04 Annual Meeting. The board of directors 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 the later time is deemed
advisable, at the place where the shareholders meeting has been held or any
other place that the board of directors may determine, for the purpose of
electing officers and considering 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 the
annual meeting shall not be required and the matters that might have been taken
up in it 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 the times and places that 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 of directors may be called by the chairperson of the board of
directors (if the office is filled) or the president, and shall be called by the
president or secretary on the written request of any two directors.
5.06 Notices. No notice shall be required for annual or regular meetings
of the board of directors or for adjourned meetings, whether regular or special.
Three days written notice or 24-hour telephonic notice shall be given for
special meetings of the board of directors, and the notice shall state the time,
place, and purpose or purposes of the meeting.
5.07 Quorum. A majority of the board of directors then in office, or of
the members of a board committee, 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 constitutes the action of the board of directors or of
the committee, except when a larger vote may be required by the laws of the
state of Michigan. A member of the board of directors or of a committee
designated by the board of directors may participate in a meeting by conference
telephone or similar communications equipment through 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 Dissents. A director who is present at a meeting of the board of
directors, or a board committee 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 of it or forwards the dissent
by registered mail to the secretary of the Corporation promptly after the
adjournment of the meeting. The right to dissent does not apply to a director
who voted in favor of the action. A director who is absent from a meeting of the
board of directors or a board committee of which the director is a member, at
which any such action is taken, is presumed to have concurred in the action
unless he or she files a written dissent with the secretary within a reasonable
time after the director has knowledge of the action.
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5.09 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.
5.10 Executive and Other Committees. The board of directors may, by
resolution passed by a majority of the whole board of directors, appoint three
or more members of the board of directors as an executive committee to exercise
all powers and authorities of the board of directors in managing the business
and affairs of the Corporation, except that the committee shall not have power
or authority to (a) amend the articles of incorporation, except that a committee
may prescribe the relative rights and preferences of the shares of a series if
the articles of incorporation authorize the board of directors to do so; (b)
adopt an agreement of merger or plan of share exchange; (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 of directors; or (g) declare a dividend or authorize
the issuance of stock, unless expressly authorized by the board of directors.
The board of directors from time to time may, by like resolution, appoint
any other committees of one or more directors to have the authority that shall
be specified by the board of directors in the resolution making the
appointments. The board of directors may designate one or more directors as
alternate members of any committee to replace an absent or disqualified member
at any committee meeting.
ARTICLE VI
Notices, Waivers of 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 or her last address as it appears on the books of the
Corporation. The notice shall be deemed to be given at the time it is mailed or
otherwise dispatched. Telephonic notice may be given for special meetings of the
board of directors as provided in Section 5.06.
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 any other manner that may be permitted by the laws of
the state of Michigan. Attendance of a person at any shareholders meeting, 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
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described in the meeting notice, the shareholder objects to considering the
matter when it is presented; or
(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 the articles of incorporation may
otherwise provide for action to be taken by shareholders, any action required or
permitted at any meeting of shareholders, directors, or a committee of directors
may be taken without a meeting, without prior notice, and without a vote, if all
of the shareholders, directors, or committee members entitled to vote on it
consent to it 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, a
secretary, and a treasurer, and may select a chairperson of the board of
directors and one or more vice presidents, assistant secretaries, or assistant
treasurers. Any two or more of the preceding 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 or she is elected or appointed and until his or
her successor is elected or appointed and qualified, or until his or her
resignation or removal. An officer may resign by written notice to the
Corporation. The resignation is effective on its receipt by the Corporation or
at a subsequent time specified in the notice of resignation. An officer may be
removed by the board of directors with or without cause. The removal of an
officer shall be without prejudice to his or her 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 the authority and perform the duties to conduct and manage the
business and affairs of the Corporation that may be designated by the board of
directors and these bylaws.
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ARTICLE VIII
Duties of Officers
8.01 Chairperson of the Board. The chairperson of the board of directors,
if the office is filled, shall preside at all meetings of the shareholders and
of the board of directors at which the chairperson 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 of directors 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 chairperson of the board of
directors, or if that office has not been filled, the president also shall
perform the duties of the chairperson of the board of directors 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 any other duties that the
board of directors or the president may from time to time prescribe.
8.04 Secretary. The secretary shall attend all meetings of the board of
directors and 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 the board of directors; and
shall keep in safe custody the seal of the Corporation, if any, and, when
authorized by the board of directors, affix it to any instrument requiring it,
and when so affixed it shall be attested to 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 the delegation is disapproved by the board of
directors.
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 the books of the Corporation, and shall deposit all moneys and
other valuable effects in the name and to the credit of the Corporation in the
depositories that 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 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 the 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 the duties
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that may be delegated to them by the secretary and treasurer, respectively, and
also the duties that 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 the officer or officers or any other person or persons that 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 chairperson of the board of directors, the president or
any vice president, and the secretary, assistant secretary, treasurer, or
assistant treasurer may execute the instrument in the name and on behalf of the
Corporation and may affix the corporate seal, if any, to it.
ARTICLE X
Books and Records
10.01 Maintenance of Books and Records. The proper officers and agents of
the Corporation shall keep and maintain the books, records, and accounts of the
Corporation's business and affairs, minutes of the proceedings of its
shareholders, board of directors, and committees, if any, and the 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 that the board of
directors 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
on 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; or
(c) A committee of the board of directors 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 Nonderivative Actions. Subject to all of the other provisions of
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, suit, or proceeding, whether civil, criminal, administrative, or
investigative, 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, while serving as a director or officer of the
Corporation, 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 attorney 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 on 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 that 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 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, while serving as a director or officer of the Corporation, 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 attorney fees) and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit, if the person acted in good
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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 the
person has been found liable to the Corporation unless and only to the extent
that the court in which the action or suit was brought has determined on
application that, despite the adjudication of liability but in view of all
circumstances of the case, the 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 Sections 11.01 or 11.02, 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 attorney fees)
incurred by the 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 that imposes duties on,
or involves services by, the director or officer with respect to an employee
benefit plan, its participants, or its 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 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 the person's capacity as a director or officer. Except
as provided in Section 11.03, the Corporation shall have no obligations under
Article XI to indemnify any person in connection with any proceeding, or part
thereof, initiated by the person without authorization by the board of
directors.
11.06 Determination That Indemnification Is Proper. Any indemnification
under Sections 11.01 or 11.02 (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 Sections 11.01 or 11.02,
whichever is applicable, and upon an evaluation of the reasonableness of expense
and amounts paid in settlement. The determination and evaluation shall be made
in any of the following ways:
(a) By a majority vote of a quorum of the board of directors
consisting of directors who are not parties or threatened to be made parties to
the action, suit, or proceeding;
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(b) If the quorum described in clause (a) above is not obtainable,
then by majority vote of a committee of directors duly designated by the board
of directors 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 of directors or
its committee in the manner prescribed in subparagraph (a) or (b); or (ii) if a
quorum of the board of directors cannot be obtained under subparagraph (a) and a
committee cannot be designated under subparagraph (b), by the board of
directors; or
(d) By the shareholders, but shares held by directors, officers,
employees, or agents who are parties or threatened to be made parties to the
action, suit, or proceeding may not be voted.
11.07 Authorizations of Payment.
(a) Authorizations of payment under Sections 11.01 and 11.02 shall
be made in any of the following ways:
(i) by the board of directors:
(A) if there are two or more directors who are not
parties or threatened to be made parties to the action, suit or
proceeding, by a majority vote of all such directors (a majority of whom
shall for this purpose constitute a quorum)or by a majority of the members
of a committee of two or more directors who are not parties or threatened
to be made parties to the action, suit or proceeding;
(B) if the Corporation has one or more independent
directors who are not parties or threatened to be made parties to the
action, suit or proceeding, by a majority vote of all such directors (a
majority of whom shall for this purpose constitute a quorum); or
(C) if there are no independent directors and fewer than
two directors who are not parties or threatened to be made parties to the
action, suit or proceeding, by the vote necessary for action by the board
of directors in accordance with Section 3.07, in which authorization all
directors may participate; or
(ii) by the shareholders, but shares held by directors,
officers, employees, or agents who are parties or threatened to be made parties
to the action, suit, or proceeding may not be voted on the authorization.
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(b) To the extent that the articles of incorporation include a
provision eliminating or limiting the liability of a director pursuant to MBCA
450.1209(1)(c), MSA 21.200(209)(1), the Corporation may indemnify a director for
the expenses and liabilities described below without a determination that the
director has met the standard of conduct set forth in Sections 11.01 and 11.02,
but no indemnification may be made except to the extent authorized in MBCA
450.1564c, MSA 21.200(564c), if the director received a financial benefit to
which he or she was not entitled, intentionally inflicted harm on the
Corporation or its shareholders, violated MBCA 450.1551, MSA 21.200(551), or
intentionally violated criminal law. In connection with an action or suit by or
in the right of the Corporation, as described in Section 11.02, indemnification
under this Section 11.07(2)may be for expenses, including attorneys' fees,
actually and reasonably incurred. In connection with an action, suit or
proceeding other than one by or in the right of the Corporation, as described in
Section 11.01, indemnification under this Section 11.07(2) may be for expenses,
including attorneys' fees, actually and reasonably incurred, and for judgments,
penalties, fines, and amounts paid in settlement actually and reasonably
incurred.
11.08 Proportionate Indemnity. If a person is entitled to indemnification
under Sections 11.01 or 11.02 for a portion of expenses, including attorney
fees, judgments, penalties, fines, and amounts paid in settlement, but not for
the total amount, 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.
11.09 Expense Advance. The Corporation may pay or reimburse the reasonable
expenses incurred by a person referred to in Sections 11.01 or 11.02 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 both 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 Sections 11.01 or 11.02; and (b) the person furnishes the Corporation a
written undertaking executed personally, or on his or her belief, to repay the
advance if it is ultimately determined that he or she did not meet the standard
of conduct. Determinations and evaluations under this Section 11.09 shall be
made as specified in Section 11.06, and authorizations shall be made in the
manner specified in Section 11.07. A provision in the articles of incorporation,
these bylaws, a resolution by the board of directors or the shareholders, or an
agreement making indemnification mandatory shall also make advancement of
expenses mandatory unless the provision specifically provides otherwise.
11.10 Non-Exclusivity of Rights. The indemnification or advancement of
expenses provided under this article 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.
11.11 Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the board of
directors, grant rights to indemnification
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and to the advancement of expenses to any employee or agent of the Corporation
to the fullest extent of the provisions of Article XI with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.
11.12 Former Directors and Officers. The indemnification provided in
Article XI continues for a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors, and administrators of the
person.
11.13 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 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 the liability under these bylaws or
the laws of the state of Michigan.
11.14 Changes in Michigan Law. If there is any change of the Michigan
statutory provisions applicable to the Corporation relating to the subject
matter of Article XI, then the indemnification to which any person shall be
entitled under this article shall be determined by the changed provisions, but
only to the extent that the change permits the Corporation to provide broader
indemnification rights than the provisions permitted the Corporation to provide
before the change. Subject to Section 11.15, the board of directors is
authorized to amend these bylaws to conform to any such changed statutory
provisions.
11.15 Amendment or Repeal of Article XI. No amendment or repeal of 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 the director or
officer occurring before the 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 of
directors 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.
Effective: January 22, 1998
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