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EXHIBIT 3.21
BY-LAWS
OF
VENTURE EUROPE, INC.
ARTICLE I
SHARES
Sec. 1.1. Every holder of shares in the Corporation shall be entitled to have a
certificate signed by, or in the name of the Corporation by, the President and
the Secretary of the Corporation, certifying the number of shares owned by such
holder in the Corporation.
Certificates may be issued for partly paid shares and in such case upon the face
or back of the certificates issued to represent any such partly paid shares, the
total amount paid thereon shall be specified.
So long as the Corporation is an electing S corporation, the Corporation shall
not be authorized to issue more than one class of stock. If the Corporation
shall be authorized to issue more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
Corporation shall issue to represent such class or series of shares, provided
that, except as otherwise provided in the Michigan Business Corporation Act, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificates which the Corporation shall issue to represent such class or
series of shares, a statement that the Corporation will furnish without charge
to each Stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Sec. 1.2. Where a certificate is countersigned (1) by a transfer agent other
than the Corporation or its employee, or, (2) by a registrar, other than the
Corporation or its employee, any other signature on the certificate may be a
facsimile. In case any Officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such Officer, transfer agent or registrar before such certificate is
issued, it may be issued, by the Corporation with
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the same effect as if he/she were such Officer, transfer agent or registrar at
the date of issue.
Sec. 1.3. The Board of Directors may direct a new certificate or certificates to
be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate or shares to be
lost, stolen or destroyed. When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his/her legal representative, to
advertise the same in such manner as it shall require and/or to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen, or destroyed.
Sec. 1.4. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by prior
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Sec. 1.5. In the order that the Corporation may determine, the Stockholders
entitled to notice of or to vote at any meeting of Stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or<-1- 95> for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty (60) days nor less than ten
(10) days before the date of such meeting, nor more than sixty (60) days prior
to any other action. A determination of Stockholders of record entitled to
notice of or to vote at a meeting of Stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting. Absent Board of Director action, the
record date shall be ten (10) days before the date of such meeting.
Sec. 1.6. The Corporation shall be entitled to recognize the exclusive right of
a person registered on its books as the owner of shares to receive dividends,
and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim interest in such share or shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Michigan.
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Sec. 1.7. Dividends upon the capital stock of the Corporation, subject to the
provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to the law.<-1-
95> Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the Articles of Incorporation and the
Michigan Business Corporation Act.
Sec. 1.8. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
ARTICLE II
STOCKHOLDERS
Sec. 2.1. All meetings of the Stockholders for the election of Directors shall
be by waiver of notice and consent or shall be held at such place either within
or without the State of Michigan as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting. Meetings of
Stockholders for any other purpose may be held at such time and place, within or
without the State of Michigan as shall be stated in the notice of the meeting or
in a duly executed waiver of notice thereof.
Sec. 2.2. Annual meetings of Stockholders, if actually held, shall be held on
such date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a Board of Directors, and transact such other business as may
properly be brought before the meeting.
Sec. 2.3. When required by law, written notice of the annual meeting stating the
place, date and hour of the meeting shall be given to each Stockholder entitled
to vote at such meetings not less than ten (10) nor more than ninety (90) days
before the date of the meeting.
Sec. 2.4. Special meetings of the Stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or by the Articles of Incorporation, may
be held by waiver of notice and consent or may be called by the Chairman of the
Board and shall be called by the Chairman of the Board or Secretary at the
request in writing of any two (2) of the Board of Directors, or at the request
in writing of Stockholders owning not less than ten (10%) percent of the entire
capital stock of the Corporation issued and outstanding and
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entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Sec. 2.5. When required by law, written notice of a special meeting stating the
place, date and hour of the meeting and the purpose or purposes for which the
meeting is called, shall be given not less than three (3) nor more than sixty
(60) days before the date of the meeting, to each Stockholder entitled to vote
at such a meeting.
Sec. 2.6. Business transacted at any special meeting of Stockholders shall be
limited to the purposes stated in the notice unless all of said Stockholders
agree to do otherwise.
Sec. 2.7. Except as otherwise provided by statute or by the Articles of
Incorporation, the holders of fifty (50%) percent of the stock issued and
outstanding and entitled to vote thereafter present in person or represented by
proxy, shall constitute a quorum at all meetings of the Stockholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the Stockholders, the Stockholders entitled to
vote thereat present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. Such adjourned
meeting at which a quorum shall be present or represented shall constitute the
meeting as originally notified. If the adjournment is for more than sixty (60)
days, or 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 Stockholder of
record entitled to vote at the meeting.
Sec. 2.8. When a quorum is present at any meeting, the vote of the holders of a
majority of the stock having voting power present in person or represented by
proxy shall decide any question brought before such meeting, unless the
questions is one upon which by express provision of the statutes or of the
Articles of Incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.
Sec. 2.9. Each Stockholder shall be entitled to one vote in person or by proxy
for each share of capital stock having voting power held by such Stockholder,
but no proxy shall be voted on after three (3) months from its date, unless the
proxy provides for a longer period. If the Articles of Incorporation provide for
more or less than one vote for any share, on any matter, every reference in this
Article to a majority or other proportion of stock shall refer to such majority
or other proportion of the total votes of all shares of stock. At all elections
of Directors of the Corporation, each Stockholder having voting power shall be
entitled to exercise the right of cumulative voting, if any, as provided in the
Articles of Incorporation.
Sec. 2.10. Whenever the vote of Stockholders at a meeting thereof
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is required or permitted to be taken for or in connection with any corporate
action, by any provision of the statutes, the meeting and vote of Stockholders
may be dispensed with if all of the Stockholders who would have been entitled to
vote upon the action if such meeting were held shall consent in writing to the
corporate action taken; or if the Articles of Incorporation authorized the
action to be taken with the written consent of the holders of less than all of
the stock who would have been entitled to vote upon the action if a meeting were
held, then on the written consent of the Stockholders having not less than the
percentage of the number of votes as may be authorized in the Articles of
Incorporation; provided that in no case shall the written consent be by the
holders of stock having less than the minimum percentage of the vote required by
statute for the proposed corporate action, and provided that prompt notice must
be given to all Stockholders of the taking of corporate action without a meeting
and by less that unanimous written consent.
Sec. 2.11. The Officer who has charge of the stock ledger of the Corporation
shall prepare and make, at least ten (10) days before every meeting of
Stockholders, a complete list of the Stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
Stockholder and the number of shares registered in the name of each Stockholder.
Such list shall be open to the examination of any Stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any Stockholder who is
present.
ARTICLE III
DIRECTORS
PART A - BOARD OF DIRECTORS
Sec. 3.1. The number of Directors which shall constitute the whole Board shall
consist of from one (1) to nine (9) Directors as is determined initially by the
Incorporators and thereafter from time to time by the Stockholders of the
Corporation.
Sec. 3.2. Vacancies and newly created Directorships resulting from any increase
in the authorized number of Directors may be filled by a majority of the
Directors then in office, though less than a quorum, or by a sole remaining
Director, and the Directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no Directors in office, then an election of
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Directors may be held in the manner provided by statute.
Sec. 3.3. The business of the Corporation shall be managed by its Board of
Directors which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the Articles of Incorporation
or by these By-Laws directed or required to be exercised or done by the
Stockholders.
Sec. 3.4. A Director of the Corporation who is either present at a meeting of
the Board of Directors at which action on any corporate matter is taken, or who
is absent but has notice of such action by certified mail, shall be presumed to
have assented to the action taken unless his/her dissent shall be entered in the
minutes of the meeting or unless he/she shall file his/her written dissent to
such action with the person acting as the Secretary of the meeting before the
adjournment thereof or shall forward such dissent by certified mail to the
Secretary of the Corporation immediately after the adjournment of the meeting or
within seven (7) days after written notification of such action by certified
mail. The objection shall be deemed made when mailed by certified mail. Such
right to dissent shall not apply to a Director who voted in favor of such
action.
Sec. 3.5. The Board of Directors of the Corporation may hold meetings, both
regular and special, either within or without the State of Michigan.
Sec. 3.6. The first meeting of each newly elected Board of Directors shall be
held at such time and place as shall be fixed by the vote of the Stockholders at
the annual meeting and no notice of such meeting shall be necessary to the newly
elected Directors in order (legally) to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the Stockholders to fix
the time or place of such first meeting of the newly elected Board of Directors,
or in the event such meeting is not held at the time and place so fixed by the
Stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the Directors.
Sec. 3.7. Regular meetings of the Board of Directors may be held without notice
at such time and at such place as shall from time to time be determined by the
Board.
Sec. 3.8. Special meetings of the Board may be called by the Chairman of the
Board on one day's notice to each Director, either personally or by mail or by
telegram; special meetings shall be called by the President or Secretary in like
manner and on like notice on the written request by two (2) of the Directors.
Sec. 3.9. At all meetings of the Board, a majority of the Directors shall
constitute a quorum for the transaction of business and the act of a majority of
the Directors present at any meeting
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at which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided, if a quorum shall not be present at any
meeting of the Board of Directors, the Directors present thereafter may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Sec. 3.10. Unless otherwise restricted by the Articles of Incorporation or these
By-Laws, any action required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken without a meeting,
if all members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.
Sec. 3.11. Members of the Board of Directors may participate in a Board meeting
by means of a telephone conference call or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence in
person at such meeting.
Sec. 3.12. When called for by a vote of the Stockholders, the Board of Directors
shall present at each annual meeting and at any special meeting of the
Stockholders a full and clear statement of the business and condition of the
Corporation.
Sec. 3.13. No loans shall be contracted on behalf of the Corporation and no
evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
The Corporation may lend money to, or guarantee any obligation of, or otherwise
assist any Officer or other employee of the Corporation or of its subsidiary,
including any Officer or employee who is a Director of the Corporation or its
subsidiary, whenever, in the judgment of the Directors, such loans, guaranty or
assistance may reasonably be expected to benefit the Corporation. The loan,
guaranty or other assistance may be with or without interest, and may be
unsecured, or secured in such manner as the Board of Directors shall approve,
including, without limitation, a pledge of shares of stock of the Corporation.
Nothing in this section contained shall be deemed to deny, limit or restrict the
powers of guaranty or warranty of any Corporation at common law or under any
statute.
Sec. 3.14. The Board of Directors may authorize any Officer or Officers, agent
or agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such authority may be general
or confined to specific instances.
No contract or transaction between a Corporation and one or more of its
Directors or Officers, or between a Corporation and any other
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Corporation, partnership, association, or other organization in which one or
more of its Directors or Officers are Directors or Officers, or have a financial
interest, shall be void or voidable solely for this reason, or solely because
the Director or Officer is present at or participates in the meeting of the
Board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if:
(A) The material facts as to his/her relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the disinterested
Directors, even though the disinterested Directors be less than a quorum; or
(B) The material facts as to his/her relationship, interest and as to the
contract or transaction are disclosed or are known to the Stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the Stockholders; or
(C) The contract or transaction is fair as to the Corporation as of the time it
is authorized, approved or ratified, by the Board of Directors, a committee
thereof, or the Stockholders.
Common or interested Directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee which authorizes
the contract or transaction.
Sec. 3.15. The Directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors and may be paid a fixed sum for
attendance at each meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefrom.<-1- 95>
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
PART B - COMMITTEES
Sec. 3.16. The Board of Directors may, by resolution passed by a majority of the
whole Board, designate one or more committees, to consist of two or more of the
Directors of the Corporation. The Board may designate one or more Directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Any such committee, to the extent
provided in the resolution, and as otherwise restricted by the Michigan Business
Corporation Act, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; provided, however, that in the absence or disqualification of any
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member of such committee or committees, the member or members thereof present at
any meeting and not disqualified from voting, whether or not he/she or they
constituted a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
Sec. 3.17. Each committee shall keep regular minutes of its meetings and report
the same to the Board of Directors when required.
Sec. 3.18. A Director of the Corporation shall not be personally liable to the
Corporation or its Stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability for (i) any breach of the Director's
duty of loyalty to the Corporation or its Stockholders, (ii) acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) a violation of Section 551(1) of the Michigan Business Corporation
Act, or (iv) any transaction from which the Director derived any improper
personal benefit.
Any repeal or modification of the foregoing paragraph by the Stockholders of the
Corporation shall not adversely affect any right or protection of a Director of
the Corporation existing at the time of such repeal or modification.
ARTICLE IV
OFFICERS
Sec. 4.1. The Board of Directors, within twenty-one (21) days after the annual
election of the Directors in each year, shall elect a President of the
Corporation and shall also elect a Secretary and a Treasurer, who need not be
members of the Board. The Board at that time or from time to time may elect one
or more Vice Presidents, Assistant Secretaries and Assistant Treasurers who may
or may not be members of the Board. The same person may hold any two or more
offices excepting those of President and Vice President, but no Officer shall
execute, acknowledge or verify any instrument in more than one capacity. The
Board may also appoint such other Officers and agents as it may deem necessary
for the transaction of the business of the Corporation.
Sec. 4.2. The term of office of all Officers_ shall be one year or until their
respective successors are chosen, but any Officer may be removed from office,
with or without cause, at any meeting of the Board of Directors by the
affirmative vote of a majority of the Directors then in office. The Board of
Directors shall have power to fill any vacancies in any Offices occurring from
whatever reason.
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Sec. 4.3. The salaries and other compensation of all Officers of the Corporation
shall be fixed by the Board of Directors.
Sec. 4.4. The Chairman of the Board shall be the Chief Executive Officer of the
Corporation and shall have responsibility for the general and active management
of the business of the Corporation, and shall see that all orders and
resolutions of the Board are carried into effect. He/She shall execute all
authorized conveyances, contracts, or other obligations in the name of the
Corporation except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other Officer or agent of the
Corporation.
He shall preside at all meetings of the Stockholders and Directors and shall be
ex officio a member of all standing committees of the Board.
Sec. 4.5. The President shall be the Chief Operating Officer of the Corporation
and shall have responsibility for the general and active management of the
business of the Corporation, and shall see that all orders and resolutions of
the Board are carried into effect. He/She shall execute all authorized
conveyances, contracts, or other obligations in the name of the Corporation
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other Officer or agent of the Corporation.
Sec. 4.6. The Vice President (if any) in the order designated by the Board of
Directors or, lacking such a designation, by the President, shall in the absence
or disability of the President perform the duties and exercise the powers of the
President and shall perform such other duties as the Board of Directors shall
prescribe.
Sec. 4.7. The Secretary shall attend all meetings of the Board and all meetings
of the Stockholders and record all votes and the minutes of all proceedings in a
book to be kept for the purpose and shall perform like duties for the standing
committees when required. He/She shall give, or cause to be given, notice of all
meetings of the Stockholders and special meetings of the Board of Directors and
shall perform such other duties as may be prescribed by the Board of Directors
or by the President, under whose supervision he/she shall act. He/She shall
execute with the President all authorized conveyances, contracts or other
obligations in the name of the Corporation except as otherwise directed by the
Board of Directors. He/She 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 his/her signature or
by the signature of the Treasurer or an Assistant Secretary.
The Secretary shall keep a register of the post office address of each
shareholder. Said address shall be furnished to the Secretary by such
shareholder and the responsibility for keeping said address
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current shall be upon the shareholder. The Secretary shall have general charge
of the stock transfer books of the Corporation.
Sec. 4.8. The Treasurer shall have custody of and keep account of all money,
funds and property of the Corporation, unless otherwise determined by the Board
of Directors, and he/she shall render such accounts and present such statements
to the Directors and President as may be required of him/her. He/She shall
deposit funds of the Corporation which may come into his/her hands in such bank
or banks as the Board of Directors may designate. He/She shall keep his/her bank
accounts in the name of the Corporation and shall exhibit his/her books and
accounts at all reasonable times to any Director of the Corporation upon
application at the office of the Corporation during business hours. If required
by the Board of Directors, he/she shall give the Corporation a bond in such sum
and with such surety or sureties as shall be satisfactory to the Board for the
faithful performance of the duties of his/her office and for the restoration to
the Corporation in case of his/her death, resignation or removal from office of
all books, papers, vouchers, money and other property of whatever kind in
his/her possession or under his/her control belonging to the Corporation.
Sec. 4.9. The Assistant Secretaries and the Assistant Treasurers (if any),
respectively, (in the order designated by the Board of Directors or lacking such
designation, by the President) in the absence of the Secretary or the Treasurer,
as the case may be, shall perform the duties and exercise the powers of such
Secretary or Treasurer and shall perform such other duties as the Board of
Directors shall prescribe.
ARTICLE V
NOTICES
Sec. 5.1. Whenever, under the provisions of the statutes or of the Articles of
Incorporation or of these By-Laws, notice is required to be given to any
Director or Stockholder, it shall not be construed to mean personal notice
unless specifically allowed, but such notice may be given in writing, by mail,
addressed to such Director or Stockholder, at his/her address at it appears on
the records of the Corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Notice to Directors may also be given by telegram.
Sec. 5.2. Whenever any notice is required to be given under the provisions of
the statutes or of the Articles of Incorporation or of these By-Laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
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ARTICLE VI
INDEMNIFICATION
Sec. 6.1. To the extent permitted by Michigan law from time to time in effect
and subject to the provisions of Section 3 of this Article, 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 (whether or not by or
in the right of the Corporation) by reason of the fact that he/she 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, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him/her in connection with
such action, suit or proceeding if he/she acted in good faith and in a manner
he/she reasonably believed to be in or not opposed to the best interest of the
Corporation, or its Stockholders, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself create a presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Sec. 6.2. To the extent permitted by Michigan law from time to time in effect
and subject to the provisions of the following Section of this Article, the
Corporation shall have power to 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 he/she 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, employee or agent of another Corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him/her in connection with the defense
or settlement of such action or suit if he/she acted in good faith and in a
manner he/she reasonably believed to be in or not opposed to the best interests
of the Corporation or its Stockholders and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his/her duty of the Corporation unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, such person
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is fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.
Sec. 6.3. Any indemnification under Sections 1 and 2 of this Article (unless
ordered by a court) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of the Director,
Officer, employee or agent is proper in the circumstances because he/she has met
the applicable standard of conduct set forth in said Sections 1 or 2. Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of Directors who were not parties to such action, suit or
proceeding, (2) if such a quorum is not obtainable, or, even if obtainable and a
quorum of disinterested Directors so directs, by independent legal counsel
(compensated by the Corporation) in a written opinion, or (3) by the
Stockholders.
Sec. 6.4. If a Director, Officer, employee or agent of a Corporation has been
successful on the merits or otherwise as a party to any action, suit or
proceeding referred to in Sections 1 or 2 of this Article, or with respect to
any claim, issue or matter therein (to the extent that a portion of his/her
expenses can be reasonably allocated thereto), he/she shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him/her in connection therewith.
Sec. 6.5. Expenses incurred in defending a civil, criminal, administrative or
investigative action, suit or proceeding, as authorized by the Board of
Directors, whether a disinterested quorum exists or not, shall be indemnified
upon receipt of an undertaking by or on behalf of the Director, Officer,
employee or agent to repay such amount unless it shall ultimately be determined
that he/she is entitled to be indemnified by the Corporation as authorized in
this Article.
Sec. 6.6. The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any agreement, vote of Stockholders or disinterested Directors, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a Director, Officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Sec. 6.7. 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, partnership, joint
venture, trust or other enterprise against any liability asserted against
him/her and incurred by him/her in any such capacity, or arising out of his/her
status as such, whether or not the Corporation would have the power to indemnify
him against such liability under the provisions of this Article or of Sections
561 to 569 of the Michigan Business
14
Corporation Act.
ARTICLE VII
MISCELLANEOUS
Sec. 7.1. These By-Laws may be altered, amended or repealed or new By-Laws may
be adopted by the Stockholders or by the Board of Directors, unless such power
is reserved exclusively to the Stockholders by the Articles of Incorporation, at
any regular meeting of the Stockholders or of the Board of Directors or at any
special meeting of the Stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such special meeting.