1
EXHIBIT 3-12
================================================================================
================================================================================
BYLAWS
of
THE DETROIT EDISON COMPANY
As amended through April 28, 1999
================================================================================
================================================================================
2
BYLAWS
of
THE DETROIT EDISON COMPANY
--------------------------
INDEX
Page
----
ARTICLE I
Shareholders................................................................1
SECTION 1. Annual Meeting..............................................1
SECTION 2. Special Meetings............................................1
SECTION 3. Notice of Meetings..........................................1
SECTION 4. Quorum......................................................1
SECTION 5. Voting and Inspectors.......................................2
SECTION 6. Record of Shareholders......................................2
SECTION 7. List of Shareholders........................................2
SECTION 8. Order of Business...........................................2
ARTICLE II
Board of Directors and Committees...........................................4
SECTION 1. Number, Time of Holding Office, and Limitation on
Age.........................................................4
SECTION 2. Vacancies...................................................5
SECTION 3. Nominations of Directors; Election..........................5
SECTION 4. Meetings of the Board.......................................6
SECTION 5. Quorum......................................................6
SECTION 6. Annual Meeting of Directors.................................6
SECTION 7. Executive Committee.........................................6
SECTION 8. Committees..................................................7
SECTION 9. Participation in Meetings...................................7
SECTION 10. Compensation................................................7
ARTICLE III
Officers....................................................................7
SECTION 1. Officers and Agents.........................................7
SECTION 2. Term of Office..............................................7
SECTION 3. Chairman of the Board.......................................8
SECTION 4. President...................................................8
SECTION 5. Other Officers..............................................8
SECTION 6. Compensation................................................8
3
ARTICLE IV
Capital Stock...............................................................8
SECTION 1. Certificates of Shares......................................8
SECTION 2. Transfer of Shares..........................................9
SECTION 3. Lost or Destroyed Stock Certificates....................... 9
ARTICLE V
Checks, Notes, Bonds, Debentures, etc.......................................9
ARTICLE VI
Corporate Seal..............................................................9
ARTICLE VII
Control Share Acquisitions.................................................10
ARTICLE VIII
Amendment of Bylaws........................................................10
ii
4
BYLAWS
OF
THE DETROIT EDISON COMPANY
AS AMENDED THROUGH MAY 1, 1998
ARTICLE I
SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Company shall be held on the fourth Wednesday of April in each year (or if
said day be a legal holiday, then on the next succeeding day not a legal
holiday), at such time and at such place as may be fixed by the Board of
Directors and stated in the notice of meeting, for the purpose of electing
directors and transacting such other business as may properly be brought before
the meeting as determined by Article I, Section 8 hereof.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be held upon call of the Board of Directors or the Chairman of the Board or the
President or the holders of record of three-quarters of the outstanding shares
of stock of the Company, at such time as may be fixed by the Board of Directors
or the Chairman of the Board or the President or such shareholders and stated in
the notice of meeting. All such meetings shall be held at the office of the
Company in the City of Detroit unless some other place is specified in the
notice.
Section 3. NOTICE OF MEETINGS. Written notice of the date, time, place
and purpose or purposes of every meeting of the shareholders, signed by the
Corporate Secretary or an Assistant Corporate Secretary, shall be given either
personally or by mail, within the time prescribed by law, to each shareholder of
record entitled to vote at such meeting and to any shareholder who, by reason of
any action proposed at such meeting, might be entitled to receive payment for
such stock if such action were taken. If mailed, such notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at the address as it appears on the record of shareholders, or,
if the shareholders shall have filed with the Corporate Secretary of the Company
a written request that notices intended for such shareholder be mailed to some
other address, then directed to the address designated in such request. Further
notice shall be given by mail, publication, or otherwise, if and as required by
law.
Notice of meeting need not be given to any shareholder who submits a
signed waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of any shareholder at the meeting, in person or by
proxy, without protesting at the beginning of the meeting the lack of notice of
such meeting, shall constitute a waiver
1
5
of notice by such shareholder.
Notice of a special meeting shall also indicate that it is being issued
by or at the direction of the person or persons calling the meeting.
Section 4. QUORUM. At every meeting of the shareholders, the holders of
record of a majority of the outstanding shares of stock of the Company entitled
to vote at such meeting, whether present in person or represented by proxy,
shall constitute a quorum. If at any meeting there shall be no quorum, the
holders of a majority of the outstanding shares of stock so present or
represented may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall have been obtained, when any
business may be transacted which might have been transacted at the meeting as
first convened had there been a quorum. When a quorum is once present to
organize a meeting, it is not broken by the subsequent withdrawal of any
shareholder.
Section 5. VOTING AND INSPECTORS. Each holder of record of outstanding
shares of stock of the Company entitled to vote at a meeting of shareholders
shall be entitled to one vote for each share of stock standing in the
shareholder's name on the record of shareholders, and may so vote either in
person or by proxy appointed by instrument in writing executed by such holder or
by the shareholder's duly authorized attorney-in-fact. No proxy shall be valid
after the expiration of three years from the date of its execution unless the
shareholder executing it shall have specified the length of time it is to
continue in force which shall be for some limited period. The authority of the
holder of a proxy to act shall not be revoked by the incompetence or death of
the shareholder who executed the proxy unless, before the authority is
exercised, written notice of an adjudication of such incompetence or of such
death is received by the Corporate Secretary or an Assistant Corporate
Secretary.
In advance of any meeting of shareholders, the Board of Directors may
appoint one or more inspectors for the meeting. If inspectors are not so
appointed, the chairman of the meeting shall appoint such inspectors. Before
entering upon the discharge of their duties, the inspectors shall take and
subscribe an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of their ability, and shall
take charge of the polls and after balloting shall make a certificate of the
result of the vote taken. No officer or director of the Company or candidate for
office of director shall be appointed as an inspector. At all elections of
directors, the voting shall be by ballot and a plurality of the votes cast shall
elect.
Section 6. RECORD OF SHAREHOLDERS. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or for the purpose of determining shareholders entitled to
receive payment of any dividend or the allotment of any rights, or for the
purpose of any other action, the Board of Directors may fix, in advance, a date
as the record date for any such determination of shareholders, which record date
shall not less than 10 days nor more than the maximum number of days permitted
by law before the date of the meeting, or taking of any other action.
2
6
Section 7. LIST OF SHAREHOLDERS. A list of shareholders as of the
record date, certified by the Corporate Secretary or any Assistant Corporate
Secretary or by a transfer agent, shall be produced at any meeting of
shareholders upon the request thereat or prior thereto of any shareholder. If
the right to vote at any meeting is challenged, the inspectors, or the person
presiding at the meeting, shall require such list of shareholders to be produced
as evidence of the right of the persons challenged to vote at such meeting, and
all persons who appear on such list to be shareholders entitled to vote thereat
may vote at such meeting.
Section 8. ORDER OF BUSINESS. (a) The Chairman, or such other officer
of the Company designated by a majority of the total number of directors that
the Company would have if there were no vacancies on the Board of Directors
(such number being referred to as the "Whole Board"), will call meetings of
shareholders to order and will act as presiding officer thereof. Unless
otherwise determined by the Board of Directors prior to the meeting, the
presiding officer of the meeting of shareholders will also determine the order
of business and have the authority in his or her sole discretion to regulate the
conduct of any such meeting including, without limitation, by imposing
restrictions on the persons (other than shareholders of the Company or their
duly appointed proxies) who may attend any such shareholders' meeting, by
ascertaining whether any shareholder or his proxy may be excluded from any
meeting of shareholders based upon any determination by the presiding officer,
in his or her sole discretion, that any such person has unduly disrupted or is
likely to disrupt the proceedings of the meeting, and by determining the
circumstances in which any person may make a statement or ask questions at any
meeting of shareholders.
(b) At an annual meeting of the shareholders, only such business will
be conducted or considered as is properly brought before the meeting. To be
properly brought before an annual meeting, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of
the Chairman, the President, a Vice President, the Corporate Secretary or an
Assistant Corporate Secretary in accordance with Section 3 of this Article I;
(ii) otherwise properly brought before the meeting by the presiding officer or
by or at the direction of a majority of the Whole Board; or (iii) otherwise
properly requested to be brought before the meeting by a shareholder of the
Company in accordance with Section 8(c) below.
(c) For business to be properly requested by a shareholder to be
brought before an annual meeting, the shareholder must (i) be a shareholder of
the Company of record at the time of the giving of the notice for such annual
meeting provided for in these Bylaws; (ii) be entitled to vote at such meeting;
and (iii) have given timely notice thereof in writing to the Corporate
Secretary. To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company not less than 60
nor more than 90 calendar days prior to the annual meeting; provided, however,
that in the event public announcement of the date of the annual meeting is not
made at least 100 calendar days prior to the date of the annual meeting, notice
by the shareholder to be timely must be so received not later than the close of
business on the 10th calendar day following the day on which public announcement
is first made of the date of the annual
3
7
meeting. A shareholder's notice to the Corporate Secretary must set forth as to
each matter the shareholder proposes to bring before the annual meeting: (A) a
description in reasonable detail of the business desired to be brought before
the annual meeting and the reasons for conducting such business at the annual
meeting; (B) the name and address, as they appear on the Company's books, of the
shareholder proposing such business and of the beneficial owner, if any, on
whose behalf the proposal is made; (C) the class and number of shares of the
Company that are owned beneficially and of record by the shareholder proposing
such business and by the beneficial owner, if any, on whose behalf the proposal
is made; and (D) any material interest in such business of such shareholder
proposing such business and the beneficial owner, if any, on whose behalf the
proposal is made. Notwithstanding the foregoing provisions of this Section 8(c),
a shareholder must also comply with all applicable requirements of the
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder with respect to the matters set forth in this Section 8(c). For
purposes of this Section 8(c) and Section 3 of Article II, "public announcement"
means disclosure in a press release reported by the Dow Jones News Service,
Associated Press, or comparable national news service or in a document publicly
filed by the Company with the Securities and Exchange Commission pursuant to
Sections 13, 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or
publicly filed by the Company with any national securities exchange or quotation
service through which the Company's
4
8
stock is listed or traded, or furnished by the Company to its shareholders.
Nothing in this Section 8(c) will be deemed to affect any rights of shareholders
to request inclusion of proposals in the Company's proxy statement pursuant to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended.
(d) At a special meeting of shareholders, only such business may be
conducted or considered as is properly brought before the meeting. To be
properly brought before a special meeting, business must be (i) specified in the
notice of the meeting (or any supplement thereto) given by or at the direction
of the Chairman, the President, a Vice President, the Corporate Secretary or an
Assistant Corporate Secretary (or in case of their failure to give any required
notice, the other persons entitled to give notice) in accordance with Section 3
of Article I or (ii) otherwise brought before the meeting by the presiding
officer or by or at the direction of a majority of the Whole Board.
(e) The determination of whether any business sought to be brought
before any annual or special meeting of the shareholders is properly brought
before such meeting in accordance with this Section 8 will be made by the
presiding officer of such meeting. If the presiding officer determines that any
business is not properly brought before such meeting, he or she will so declare
to the meeting and any such business will not be conducted or considered.
ARTICLE II
BOARD OF DIRECTORS AND COMMITTEES
Section 1. NUMBER, TIME OF HOLDING OFFICE AND LIMITATION ON AGE. The
business and affairs of the Company shall be managed and controlled by a Board
of Directors. The number of directors constituting the Whole Board shall be
determined from time to time by resolution of the Board so long as the total
number of directors is not less than ten nor more than eighteen; provided,
however, that the minimum and maximum number of directors may be increased or
decreased from time to time by vote of a majority of the Whole Board; and,
further provided that no change in the number of directors shall serve to
shorten the term of office of any incumbent director. Commencing with the annual
election of directors by the shareholders in 1991, the directors shall be
divided into three classes, as nearly equal in number as possible, and the term
of office of the first class shall expire at the 1992 annual meeting of
shareholders, the term of office of the second class shall expire at the 1993
annual meeting of shareholders and the term of office of the third class shall
expire at the 1994 annual meeting of shareholders, or, in each case, until their
successors shall be duly elected and qualified. At each annual meeting
commencing in 1992, a number of directors equal to the number of the class whose
term expires at the time of the meeting shall be elected to hold office until
the third succeeding annual meeting of shareholders. In the event the holders of
the Preferred Stock or the Preference Stock are entitled to elect directors as
provided in Article V, Division I, subdivision (9) or Article V, Division II,
subdivision (9) of the Restated Articles of Incorporation of the Company, then
the provisions of such class of stock with respect to their rights shall apply
and such directors shall be elected for terms expiring at the next annual
meeting of shareholders and without regard to the classification of the
remaining
5
9
members of the Board of Directors.
Except as hereinafter provided, each director shall be a holder of
Common Stock of DTE Energy Company at the time of initial election to the Board
or shall become a holder within thirty days after such election (to the extent
of at least one share, owned beneficially) and any director who thereafter
ceases to be such a holder, shall thereupon cease to be a director. The Board
shall have the authority to waive the
6
10
requirement to hold shares in individual situations upon presentation of
evidence that a nominee or director is unable to hold shares for legal or
religious reasons.
No person who shall have served as an employee of the Company or an
affiliate shall be elected a director after retiring from employment with the
Company or an affiliate; provided, however, that if such person was the Chief
Executive Officer of the Company at the time of such retirement, such person
shall be eligible for election as a director until attaining age 70. No other
person shall be elected a director after attaining age 70; provided, however,
the Board shall have the authority to waive this provision for no more than one
three-year term upon a determination that circumstances exist which make it
prudent to continue the service of a director who possesses special and unique
expertise clearly beneficial to the Company.
Section 2. VACANCIES. Whenever any vacancy shall occur in the Board of
Directors by death, resignation, or any other cause, it shall be filled without
undue delay by a majority vote of the remaining members of the Board of
Directors and the person who is to fill any such vacancy shall hold office for
the unexpired term of the director to whom such person succeeds, or for the term
fixed by the Board of Directors acting in compliance with Section l of this
Article II in case of a vacancy created by an increase in the number of
directors, and until a successor shall be elected and shall have qualified;
provided, however, that no vacancy need be filled if, after such vacancy shall
occur, the number of directors remaining on the Board shall be not less than a
majority of the whole Board. During the existence of any vacancy or vacancies,
the surviving or remaining directors shall possess and may exercise all the
powers of the full Board of Directors, when action by a larger number is not
required by law.
Section 3. NOMINATIONS OF DIRECTORS; ELECTION. (a) Except as may be
otherwise provided in any resolution establishing any Preferred or Preference
Stock, only persons who are nominated in accordance with this Section 3 will be
eligible for election at a meeting of shareholders to be members of the Board of
Directors of the Company.
(b) Nominations of persons for election as directors of the Company may
be made only at an annual meeting of shareholders (i) by or at the direction of
the Board of Directors or a committee thereof or (ii) by any shareholder who is
a shareholder of record at the time of giving of notice provided for in this
Section 3, who is entitled to vote for the election of directors at such
meeting, and who complies with the procedures set forth in this Section 3. All
nominations by shareholders must be made pursuant to timely notice in proper
written form to the Corporate Secretary.
(c) To be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company not less than 60
nor more than 90 calendar days prior to the annual meeting of shareholders;
provided, however, that in the event that public announcement of the date of the
annual meeting is not made at least 100 calendar days prior to the date of the
annual meeting, notice by the shareholder to be timely must be so received not
later than the close of business on the 10th calendar day following the day on
which public announcement (as defined in Section 8(c) of Article I) is first
made of the date of the annual meeting. To be in proper written form, such
7
11
shareholder's notice must set forth or include: (i) the name and address, as
they appear on the Company's books, of the shareholder giving the notice and of
the beneficial owner, if any, on whose behalf the nomination is made; (ii) a
representation that the shareholder giving the notice is a holder of record of
stock of the Company entitled to vote at such annual meeting and intends to
appear in person or by proxy at the annual meeting to nominate the person or
persons specified in the notice; (iii) the class and number of shares of stock
of the Company owned beneficially and of record by the shareholder giving the
notice and by the beneficial owner, if any, on whose behalf the nomination is
made; (iv) a description of all arrangements or understandings between or among
any of (A) the shareholder giving the notice, (B) the beneficial owner on whose
behalf the notice is given, (C) each nominee, and (D) any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder giving the notice; (v) such other
information regarding each nominee proposed by the shareholder giving the notice
as would be required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had the nominee been
nominated, or intended to be nominated, by the Board of Directors; and (vi) the
signed consent of each nominee to serve as a director of the Company if so
elected. The presiding officer of any annual meeting may, if the facts warrant,
determine that a nomination was not made in accordance with this Section 3, and
if he or she should so determine, he or she will so declare to the meeting, and
the defective nomination will be disregarded. Notwithstanding the foregoing
provisions of this Section 3, a shareholder must also comply with all applicable
requirements of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder with respect to the matters set forth in this Section
3.
Section 4. MEETINGS OF THE BOARD. Regular meetings of the Board of
Directors shall be held at such times and at such places as may from time to
time be fixed by the Board of Directors.
Special meetings of the Board of Directors may be called by the
Chairman of the Board or the President or, in the event of the incapacity of the
Chairman of the Board and the President, the Executive Committee by giving
reasonable notice of the time and place of such meetings or by obtaining written
waivers of notice, before or after the meeting, from each absent director. All
such meetings shall be held at the office of the Company in the City of Detroit
unless some other place is specified in the notice.
A notice, or waiver of notice, need not specify the purpose of the
meeting.
Section 5. QUORUM A majority of the directors in office at the time of
a meeting of the Board shall constitute a quorum for the transaction of
business, but if at any meeting of the Board of Directors there shall be less
than a quorum present, a majority of the directors present may adjourn the
meeting from time to time without notice other than announcement at the meeting,
until a quorum shall have been obtained, when any business may be transacted
which might have been transacted at the meeting as first convened had there been
a quorum. The acts of a majority of the directors present at any meeting at
which there is a quorum shall be the acts of the Board, unless otherwise
provided by law, by the Restated Articles of Incorporation or by the Bylaws.
8
12
Section 6. ANNUAL MEETING OF DIRECTORS. A meeting of the Board of
Directors, known as the directors' annual meeting, shall be held without notice
each year after the adjournment of the annual shareholders' meeting and on the
same day, and at such meeting the officers of the Company for the ensuing year
shall be elected. If a quorum of the directors is not present on the day
appointed for the directors' annual meeting, the meeting shall be adjourned to
some convenient day.
Section 7. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution or resolutions passed by a majority of the Whole Board, designate an
Executive Committee to consist of the Chief Executive Officer and two or more of
the other directors, and alternates, and shall designate the Chairman thereof.
The Executive Committee shall have and may exercise, when the Board is not in
session, all of the powers of the Board in the management of the business and
affairs of the Company, and shall have power to authorize the seal of the
Company to be affixed to all papers which may require it; but the Executive
Committee shall not have power to declare dividends, to change the number of
directors constituting the Whole Board, to fill vacancies in the Board, or to
establish or change the membership of, or to fill vacancies in, any committee,
or to fix the compensation of the directors or committee members, or to make or
amend Bylaws of the Company, or to submit matters for action by shareholders, or
to amend or repeal a resolution of the Board which by its terms may not be
changed by the Executive Committee. The Board shall have the power at any time
to fill vacancies in, to change the membership of, or to dissolve, the Executive
Committee. The Executive Committee may make rules for the conduct of its
business and may appoint such subcommittees and assistants as it shall from time
to time deem necessary. A majority of the members of the Executive Committee
shall constitute a quorum. All action taken by the Executive Committee shall be
reported to the Board at its next meeting succeeding such action. The Corporate
Secretary or an Assistant Corporate Secretary shall attend and act as the
secretary of all meetings of the Executive Committee and keep the minutes
thereof.
Meetings of the Executive Committee may be called by the Chairman of
the Board or the President, or, in the event of the incapacity of the Chairman
of the Board and the President, by two or more members of the Executive
Committee by giving reasonable notice of the time and place of such meetings.
All such meetings shall be held at the office of the Company in the City of
Detroit unless some other place is specified in the notice.
Section 8. COMMITTEES. The Board of Directors may, by resolution,
create a committee or committees of one or more directors, and alternates, to
consider and report upon or to carry out such matters (not excepted by the
foregoing section) as may be entrusted to them by the Board of Directors, and
shall designate the Chairman of each such committee.
Section 9. PARTICIPATION IN MEETINGS. One or more members of the Board
of Directors or any committee thereof may participate in any meeting of such
Board or such committee by means of a conference telephone or similar
communications equipment which enables all persons participating in such a
meeting to hear each other at the same
9
13
time and the participation in the manner so described shall constitute presence
in person at such meetings.
Section 10. COMPENSATION. Each director of the Company who is not a
salaried officer or employee of the Company may receive reasonable compensation
for services as a director, including a reasonable fee for attendance at
meetings of the Board and committees thereof, and attendance at the Company's
request at other meetings or similar activities related to the Company.
ARTICLE III
OFFICERS
Section 1. OFFICERS AND AGENTS. The officers of the Company to be
elected by the Board of Directors, as soon as practicable after the election of
directors each year, shall be Chairman of the Board, the President, a Corporate
Secretary and a Treasurer. The Board of Directors may also from time to time
elect one or more Vice Presidents, a Controller, a General Auditor, a General
Counsel, and such other officers and agents as it may deem proper. The Chairman
of the Board and the President shall be chosen from among the directors. The
persons holding the offices of Chairman of the Board or President may not
10
14
also hold the office of General Auditor. The Board of Directors may, in its
discretion, leave vacant any office other than that of Chairman of the Board,
President, Corporate Secretary or Treasurer.
Section 2. TERM OF OFFICE. The term of office of all officers shall be
until the next directors' annual meeting of or until their respective successors
are chosen and qualified; but any officer or agent elected by the Board of
Directors may be removed by the Board at any time, with or without cause.
Section 3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be
the chief executive officer of the Company, shall preside at all meetings of the
Board of Directors and, subject to Section 8(a) of Article I, meetings of
shareholders, at which the Chairman is present, and shall make the annual report
to the shareholders The Chairman shall have general charge of the business and
affairs of the Company subject to the control of the Board of Directors, may
execute in the name of the Company any authorized corporate obligation or other
instrument and shall perform such other functions as may be prescribed by the
Board from time to time.
The Chairman of the Board shall manage or supervise the conduct of the
corporate finances and relations of the Company with its shareholders, with the
public and with regulatory authorities and in addition to the President, may
exercise all powers elsewhere in the Bylaws conferred upon the President. The
Chairman may delegate from time to time to the President or to other officers,
employees or positions of the Company, such powers as the Chairman may specify
in writing, with such terms and conditions, if any, as the Chairman may set
forth. A copy of each such delegation and of any revocation or change shall be
filed with the Corporate Secretary.
Section 4. PRESIDENT. The President shall be the chief operating
officer of the Company, subject to the control of the Board of Directors and the
Chairman of the Board, shall have power to authorize the employment of such
subordinate employees as may, in the President's judgment, be advisable for the
operations of the Company, may execute in the name of the Company any authorized
corporate obligation or other instrument and shall perform all other acts
incident to the President's office or prescribed by the Board of Directors or
the Chairman of the Board, or authorized or required by law. During the absence
or disability of the Chairman of the Board, the President shall assume the
duties and authority of the Chairman of the Board and shall be the chief
executive officer of the Company.
SECTION 5. OTHER OFFICERS. The other officers, agents and employees of
the Company shall each have such powers and perform such duties in the
management of the property and affairs of the Company, subject to the control of
the Board of Directors, as generally pertain to their respective offices, as
well as such powers and duties as from time to time may be prescribed by the
Board of Directors, by the Chairman of the Board or by the President.
Section 6. COMPENSATION. The Board of Directors shall determine the
compensation to be paid to the Chairman of the Board, the President and each
Vice
11
15
President above the level of Assistant Vice President.
12
16
ARTICLE IV
CAPITAL STOCK
Section 1. CERTIFICATES OF SHARES. The interest of each shareholder
shall be evidenced by a certificate or certificates for shares of stock of the
Company in such form as the Board of Directors may from time to time prescribe.
The certificates of stock shall be signed by the Chairman of the Board, the
President or a Vice President and by the Treasurer, an Assistant Treasurer, the
Corporate Secretary, or an Assistant Corporate Secretary of the Company, shall
be sealed with the seal of the Company or a facsimile thereof, and shall be
countersigned by a transfer agent for the stock and registered by a registrar
for such stock. The signatures of the officers and the transfer agent and the
registrar upon such certificates may be facsimiles, engraved or printed, subject
to the provisions of applicable law. In case any officer, transfer agent or
registrar shall cease to serve in that capacity after their facsimile signature
has been placed on a certificate, the certificates may be issued with the same
effect as if the officer, transfer agent or registrar were still in office.
Section 2. TRANSFER OF SHARES. Shares in the capital stock of the
Company shall be transferred on the books of the Company upon surrender and
cancellation of certificates for a like number of shares, with duly executed
power to transfer endorsed thereon or attached to the certificate.
Section 3. LOST OR DESTROYED STOCK CERTIFICATES. No certificate for
shares of stock of the Company shall be issued in place of any certificate
alleged to have been lost, stolen or destroyed, except upon production of such
evidence of the loss, theft or destruction, and upon indemnification of the
Company and its agents to such extent and in such manner as the Board of
Directors may from time to time prescribe.
ARTICLE V
CHECKS, NOTES, BONDS, DEBENTURES, ETC.
All checks and drafts on the Company's bank accounts and all bills of
exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such officer or
officers or agent or agents, either manually or by facsimile signature or
signatures, as shall be thereunto authorized from time to time by the Board of
Directors either generally or in specific instances; provided that bonds,
debentures and other evidences of indebtedness of the Company bearing facsimile
signatures of officers of the Company shall be issued only when authenticated by
a manual signature on behalf of a trustee or an authenticating agent appointed
by the Board of Directors and in case any such officer of the Company shall
cease to be such after such officer's facsimile signature has been placed
thereon, such bonds, debentures or other evidences of indebtedness may be issued
with the same effect as if such person were still in office.
13
17
ARTICLE VI
CORPORATE SEAL
The Board of Directors shall provide a suitable seal containing the
name of the Company.
14
18
ARTICLE VII
CONTROL SHARE ACQUISITIONS
The Stacey, Bennett, and Randall Shareholder Equity Act (Chapter 7B of
the Michigan Business Corporation Act) shall not apply to any control share
acquisitions (as defined in such Act) of shares of the Company.
This Article VII of the Bylaws may not be amended, altered or repealed
with respect to any control share acquisition of shares of the Company effected
pursuant to a tender offer or other transaction commenced prior to the date of
such amendment, alteration or repeal.
ARTICLE VIII
AMENDMENT OF BYLAWS
Those provisions of these Bylaws providing for a classified Board of
Directors (currently the third, fourth and fifth sentences of the first
paragraph of Section 1 of Article II) and the provisions of this sentence may be
amended or repealed only by the vote of the holders of a majority of shares of
Common Stock of the Company. Except as provided in the immediately preceding
sentence, Bylaws of the Company may be amended, repealed or adopted by vote of
the holders of a majority of shares at the time entitled to vote in the election
of any directors or by vote of a majority of the directors in office.
15