Exhibit 3.25e
AMENDED AND RESTATED
BY-LAWS
OF
KURTZ GRAVEL COMPANY
ARTICLE I
SECTION 1. NAME. The name of the Corporation is Kurtz Gravel Company.
ARTICLE II
OFFICER AND FISCAL YEAR
SECTION 1. OFFICES. The registered office of the Corporation shall be
located in the State of Michigan at such location as shall be designated from
time to time by the Board of Directors. The initial registered office shall be
as is set forth on the Articles of Incorporation. The Corporation may also have
offices at such other places as the Board of Directors may from time to time
appoint or as the business of the Corporation may require.
SECTION 2. FISCAL YEAR. The Board of Directors shall, within twelve months
of the date of the first meeting of directors, adopt an accounting year in
accordance with the regulations promulgated under Section 441 of the Internal
Revenue Code of 1986, or any statute of similar import.
ARTICLE III
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETINGS. Meetings of the shareholders shall be held at
the registered office of the Corporation or at any other place (within or
without the State of Michigan) the Board of Directors or Shareholders may from
time to time select.
SECTION 2. ANNUAL MEETING. An annual meeting of the shareholders will be
held at 1:00 p.m. on the last Wednesday in the last calendar month of each
fiscal year, and if such day is a legal holiday, then on the next following
secular day that is not a legal holiday, and the shareholders entitled to vote
shall elect a Board of Directors and transact other business. If an annual
meeting has not been called and held within six months after the time designated
for it, any shareholder entitled to vote may call it.
SECTION 3. SPECIAL MEETINGS. Special Meetings of the shareholders for any
purpose or purposes may be called by the President, by a majority of the Board
of Directors, or by the holders of one-tenth or more of the shares outstanding
and entitled to vote.
SECTION 4. NOTICE OF MEETINGS. A written or printed notice of each
shareholders' meeting, stating the place, day and hour of the meeting, and in
case of a special meeting the purpose or purposes of the meeting shall be given
by the secretary of the Corporation or by the person authorized to call the
meeting, to each shareholder of record entitled to vote at the meeting. This
notice shall be sent at least ten days (but not more than sixty days) before the
date named for the meeting (unless a greater period of notice is required by law
in a particular case) to
each shareholder by United States mail or by telegram, charges prepaid, to his
address appearing on the books of the Corporation.
SECTION 5. WAIVER OF NOTICE. A shareholder, either before or after a
shareholders' meeting, may waive notice of the meeting; and his waiver shall be
deemed the equivalent of giving notice. Attendance at a shareholders' meeting,
either in person or by proxy, of a person entitled to notice shall constitute a
waiver of notice of the meeting, unless he attends for the express purpose of
objecting to the transaction of business on the ground that the meeting was not
lawfully called or convened. Any waiver may be made in writing, signed by the
person, or persons entitled to such notice, or by telegram, radiogram or
cablegram.
SECTION 6. VOTING RIGHTS. Subject to the provisions of the law of the State
of Michigan and the Articles of Incorporation, each holder of voting common
stock in this corporation shall be entitled at each shareholders' meeting to one
vote for every share of stock standing in his name on the books of the
Corporation; but, transfers of shares that are transferred on the books of the
Corporation within ten days next preceding the date set for a meeting shall not
be entitled to notice of, or to vote at, the meeting.
SECTION 7. PROXIES. A shareholder entitled to vote may vote in person or by
proxy, executed in writing by the shareholder or by his attorney-in-fact. A
proxy shall not be valid after eleven months from the date of its execution
unless a longer period is expressly stated in it. Such proxy shall be filed with
the secretary of the Corporation before or at the time of the meeting.
SECTION 8. QUORUM. The presence, in person or by proxy, of the holder(s) of
a majority of the shares outstanding and entitled to vote shall constitute a
quorum at meetings of shareholders. At a duly organized meeting, stockholders
present can continue to do business until adjournment even though enough
stockholders withdraw to leave less than a quorum.
SECTION 9. ADJOURNMENTS. Any meeting of shareholders may be adjourned.
Notice of the adjourned meeting or of the business to be transacted there, other
than by announcement at the meeting at which the adjournment is taken, shall not
be necessary. At an adjourned meeting at which a quorum is present or
represented, any business may be transacted which could have been transacted at
the meeting originally called.
SECTION 10. INFORMAL ACTION BY SHAREHOLDERS. Any action required or
permitted by the Act to be taken at an annual or special meeting of shareholders
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take the action at a meeting at which all shares
entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to shareholders who have not
consented in writing.
SECTION 11. MANNER OF VOTING. The voting at all meetings of shareholders
may be by voice vote or by written ballot, including the election of directors,
but upon the request of qualified holders holding at least 10 percent of the
issued and outstanding stock of the Corporation, the vote shall be taken by
written ballot, each of which shall state the name of the
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shareholder voting and the number of shares voted by the person, and if the
ballot be cast by proxy, it shall state the name of the holder of the proxy. If
a quorum is present, the affirmative vote of the majority of shares represented
at the meetings shall be the act of the shareholders unless the vote of a
greater number, or voting by classes, is required by the laws of the State of
Michigan, the Articles of Incorporation, or these By-Laws.
ARTICLE IV
THE BOARD OF DIRECTORS
SECTION 1. NUMBER, QUALIFICATIONS AND TERM OF OFFICE. The business and
affairs of the Corporation shall be managed by a Board of Directors consisting
of three (3) individual(s) as selected by the shareholders. The directors need
not be residents of the State of Michigan, or hold shares in this corporation.
Each director, except one appointed to fill a vacancy, shall be elected to serve
for the term of one year and until his successor shall be elected and shall
qualify, or until his prior resignation, death, or removal. The number of
directors may be increased or decreased, from time to time, by an amendment to
these By-Laws. Any increased number of directors shall be elected by the
stockholders at the next regular meeting or at a special meeting called for that
purpose. The first Board of Directors shall hold office until the first annual
meeting of the shareholders.
SECTION 2. VACANCIES. Vacancies on the Board of Directors shall be filled
by a majority of the remaining members of the board, though less than a quorum.
Each director so selected shall serve until his successor is elected by the
shareholders at the next annual meeting or at a special meeting earlier called
for that purpose. The other members of the Board of Directors may declare vacant
the office of a director who is convicted of a felony or who is declared of
unsound mind by an order of Court.
SECTION 3. COMPENSATION. Directors shall not receive a salary for their
services as directors; but, by resolution of the board, a fixed sum and expenses
of attendance may be allowed for attendance at each meeting of the board. A
director may serve the Corporation in a capacity other than that of director and
receive compensation for the services rendered in that other capacity.
SECTION 4. REMOVAL. At a meeting of shareholders called for that purpose,
the entire Board of Directors or any individual director may be removed from
office without assignment of cause by the vote of a majority of the shares
entitled to vote at an election of directors. When any director is removed, a
new director may be elected at the same meeting of the shareholders for the
unexpired term of such director removed. If the shareholders fail to elect a
person to fill the unexpired term of the director removed, such unexpired term
shall be considered a vacancy on the board of directors to be filled by the
remaining directors.
ARTICLE V
MEETINGS OF THE BOARD
SECTION 1. PLACE OF MEETINGS. The meetings of the Board of Directors may be
held at the registered office of the Corporation or (subject to Section 2 of
Article V of these by-laws)
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at any place within or without the State of Michigan that a majority of the
Board of Directors may from time to time by resolution appoint.
SECTION 2. ANNUAL MEETING. The Board of Directors will meet each year
immediately after the annual meeting of the shareholders at the place that
meeting has been held, to elect officers and consider other business.
SECTION 3. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called at any time by the President or by any member of the Board.
SECTION 4. NOTICE OF MEETINGS. Notice of the annual meetings of the Board
of Directors need not be given. Written notice of each special meeting, setting
forth the time and place of the meeting shall be given to each director at least
three days before the meeting. This notice may be given either personally, or by
sending a copy of the notice through the United States mail or by telegram,
charges prepaid, to the address of each director appearing on the books of the
Corporation.
SECTION 5. WAIVER OF NOTICE. A director may waive in writing notice of a
special meeting of the board either before or after the meeting; and his waiver
shall be deemed the equivalent of giving notice. Attendance of a director at a
meeting shall constitute waiver of notice of that meeting, unless he attends for
the express purpose of objecting to the transaction of business because the
meeting has not been lawfully called or convened. Notice may be waived by
written statement, telegram, radiogram, or cablegram.
SECTION 6. QUORUM. At meetings of the Board of Directors a majority of the
directors in office shall be necessary to constitute a quorum for the
transaction of business. If a quorum is present, the acts of a majority of the
directors in attendance shall be the acts of the board.
SECTION 7. ADJOURNMENT. A meeting of the Board of Directors may be
adjourned. Notice of the adjourned meeting or of the business to be transacted
there, other than by announcement at the meeting at which the adjournment is
taken, shall not be necessary. At an adjourned meeting at which a quorum is
present, any business may be transacted which could have been transacted at the
meeting originally called.
SECTION 8. INFORMAL ACTION BY DIRECTORS. If all the directors or members of
a committee severally or collectively consent in writing to any action taken or
to be taken by the Corporation or committee and the writing or writings
evidencing their consent are filed with the secretary of the Corporation, the
action shall be as valid as though it had been authorized at a meeting of the
board or of the committee.
ARTICLE VI
OFFICERS, AGENTS, AND EMPLOYEES
SECTION 1. OFFICERS. The executive officers of the Corporation shall be
chosen by the Board of Directors and shall consist of a Chairman of the Board,
President, Vice-President, Secretary, and Treasurer. Other officers, assistant
officers, agents and employees that the board
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of Directors from time to time may deem necessary may be elected by the board or
be appointed in a manner prescribed by the board.
Two or more offices may be held by the same person. Officers shall hold
office until their successors are chosen and have qualified, unless they are
sooner removed from office as provided in these by-Laws, resign, or are
deceased.
SECTION 2. VACANCIES. When a vacancy occurs in one of the executive offices
by death, resignation or otherwise, it shall be filled by the Board of
Directors. The officer so selected shall hold office until his successor is
chosen and qualified.
SECTION 3. SALARIES. The Board of Directors shall fix the salaries of the
officers of the Corporation. The salaries of other agents and employees of the
Corporation may be fixed by the Board of Directors or by an officer to whom that
function has been delegated by the board.
In the event that any compensation paid to or for the benefit of a
director, officer, or employee, including, but not limited to, salary,
contribution to qualified employee benefit plans, commissions, bonuses,
interest, rent, travel or entertainment expense, or automobile expense shall be
disallowed in whole or in part as a deductible expense by the state or local
revenue department, Internal Revenue Service or court of law, such amount shall
be reimbursed by said director, officer or employee to the full extent of such
disallowance. Such amount shall be repaid to the Corporation within 60 days of
final judicial or administrative determination of such disallowance. The Board
of Directors of the Corporation shall have the duty to enforce repayment of any
such disallowance.
SECTION 4. REMOVAL OF OFFICERS AND AGENTS. An officer or agent of the
Corporation may be removed by a majority vote of the Board of Directors whenever
in their judgment the best interests of the Corporation will be served by the
removal. The removal shall be without prejudice to the contract rights, if any,
of the person so removed. Any officer may resign at any time by giving written
notice to the Board of Directors or to the President or to the Secretary of the
Corporation. Any such resignation shall take effect at the date of receipt of
such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 5. CHAIRMAN OF THE BOARD: POWERS AND DUTIES. The Chairman of the
Board shall perform such duties as are delegated to such person by the Board of
Directors. The Chairman of the Board shall be the presiding officer at all
meetings of the stockholders and directors at which the Chairman is present. The
Chairman shall see that all orders and resolutions of the Board are carried into
effect.
SECTION 6. PRESIDENT: POWERS AND DUTIES. The President shall be the chief
executive officer of the Corporation and shall have general supervision of the
business of the Corporation, subject to the control of the Board of Directors.
He shall present at each annual meeting of the shareholders a report of the
business of the corporation for the preceding fiscal year, and shall perform
whatever other duties the Board of Directors may from time to time prescribe.
Subject to such rules as may be prescribed by the Board of Directors, the
President shall have authority to appoint such agents and employees of the
Corporation as he shall deem necessary, and to
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prescribe their powers, duties, compensation, and delegate authority to them;
sign, execute, and acknowledge, on behalf of the Corporation, all deeds,
mortgages, bonds, stock certificates, contracts, leases, reports, and all other
documents or instruments necessary or proper to be executed in the course of the
Corporation's regular business, or which shall be authorized by resolution of
the Board of Directors. In the absence or disability of the Chairman, the
President shall perform the duties of the Chairman.
SECTION 7. VICE-PRESIDENT: POWERS AND DUTIES. The Vice-President shall, in
the absence or disability of the President, perform the duties and exercise the
powers of the President. He shall also perform whatever duties and have whatever
powers the Board of Directors may from time to time assign him.
SECTION 8. SECRETARY: POWERS AND DUTIES. The Secretary shall attend all
meetings of the directors and of the shareholders and shall keep or cause to be
kept a true and complete record of the proceedings of those meetings. He shall
give, or cause to be given, notice of all meetings of the directors or of the
shareholders, and shall perform whatever additional duties the Board of
Directors and the President may from time to time prescribe.
SECTION 9. TREASURER: POWERS AND DUTIES. The Treasurer shall have custody
of corporate funds and securities. He shall keep full and accurate accounts of
receipts and disbursements, and shall deposit all corporate moneys and other
valuable effects in the name and to the credit of the Corporation in a
depository or depositories designated by the Board of Directors. He shall
disburse the funds of the Corporation and shall render to the President or the
Board of Directors, whenever they may require it, an account of his transactions
as Treasurer and of the financial condition of the Corporation.
SECTION 10. DELEGATION OF DUTIES. Whenever an officer is absent or whenever
for any reason the Board of Directors may deem it desirable, the board may
delegate the powers and duties of an officer to any other officer or officers or
to any director or directors.
SECTION 11. COMMITTEES. The Board of Directors by resolution adopted by a
majority of the directors actually elected and qualified, may designate one or
more directors and other persons to constitute an executive committee, and may
appoint such other committees as it deems necessary. Each such committee shall
have and shall exercise such powers as shall be conferred or authorized by the
resolution appointing it. A majority of any such committee may determine its
action and may fix the time and place of its meeting unless otherwise provided
by the Board of Directors. The Board of Directors shall have the power at any
time to fill vacancies in, to change the size and membership of, and to
discharge any such committee. Each such committee shall keep a written record of
its acts and proceedings, and shall submit such record to the Board of Directors
at such times as requested by the Board of Directors.
SECTION 12. BONDS. The Board of Directors, may by resolution, require any
and all of the officers to give bonds to the Corporation, with sufficient surety
or sureties, conditioned on the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from time to
time be required by the Board of Directors.
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ARTICLE VII
SHARE CERTIFICATES AND THE TRANSFER OF SHARES
SECTION 1. SHARE CERTIFICATES. The share certificates shall be in a form
approved by the Board of Directors. Each certificate shall be signed by the
President or the Vice-President and the Secretary. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and the date of issue, shall be entered on the stock transfer books of
the Corporation. In case any officer who has signed any certificate for shares
shall have ceased to be an officer, whether because of death, resignation, or
otherwise before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer as of the date of its issue.
SECTION 2. REGISTERED SHAREHOLDERS. The Corporation shall be entitled to
treat the holder of record of shares as the holder in fact and, except as
otherwise provided by the laws of Michigan, shall not be bound to recognize any
equitable or other claim to or interest in the shares.
SECTION 3. TRANSFERS OF SHARES. Shares of the Corporation shall only be
transferred on its books upon the surrender to the Corporation of the share
certificates duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer. In that event, the surrendered certificates
shall be canceled, new certificates issued to the person entitled to them, and
the transaction recorded on the books of the Corporation. The Corporation may
treat the registered owner of such shares as the person exclusively entitled to
vote, to receive notifications and otherwise to exercise all the rights and
powers of any owner. Where a certificate for shares is presented to the
Corporation with a request to register for transfer, the Corporation shall not
be liable to the owner or any other person suffering loss as a result of such
registration of transfer if (a) there were on or with the certificate the
necessary endorsements, and (b) the Corporation had no duty to inquire into
adverse claims or has discharged any such duty. The Corporation may require
reasonable assurance that said endorsements are genuine and effective and comply
with such other regulations as may be prescribed under the authority of the
Board of Directors.
SECTION 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate to be issued in place of a certificate alleged to have been
destroyed or lost if the owner makes an affidavit that it is destroyed or lost.
The board, in its discretion, may as a condition precedent to issuing the new
certificate, require the owner to give the Corporation a bond as indemnity
against any claim that may be made against the Corporation on the certificate
allegedly destroyed or lost.
SECTION 5. LIEN. The Corporation shall have a lien upon all of the stock or
property of its shareholders invested therein for all debts due it by the owners
thereof.
SECTION 6. SUBSCRIPTION FOR SHARES. Unless the Subscription Agreement
provides otherwise, subscriptions for shares, regardless of the time when they
are made, shall be paid in full at such time, or in such installments or such
periods, as shall be specified by the Board of Directors. All calls for payments
on subscriptions shall carry the same terms with regard to all shares of the
same class.
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SECTION 7. CONSIDERATION FOR SHARES. The shares of the Corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less then the par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible or in labor or services actually performed for the
Corporation, as is fixed by the Board of Directors. If payment of the
consideration for shares is made, such shares shall be deemed to be fully paid
and not assessable by the Corporation.
ARTICLE VIII
CORPORATE ACTS
SECTION 1. EXECUTION OF WRITTEN INSTRUMENTS. Contracts, deeds, documents
and instruments shall be executed by the president or vice-president unless the
Board of Directors shall, in a particular situation, designate another procedure
for their execution.
SECTION 2. SIGNING OF CHECKS AND NOTES. Checks, notes, drafts and demands
for money shall be signed by the officer or officers from time to time
designated by the Board of Directors. In the event no designation is made by the
Board of Directors, checks, notes, drafts and demands for money may be signed by
any two officers.
SECTION 3. VOTING SHARES HELD IN OTHER CORPORATIONS. In the absence of
other arrangements by the Board of Directors, shares of stock issued by any
other corporation and owned or controlled by this corporation may be voted at
any shareholders' meeting of the other corporation by the president of this
corporation, or if he is not present at the meeting, by the vice-president of
this corporation; and in the event neither the president nor the vice-president
is to be present at a meeting, the shares may be voted by such person as the
president and secretary of the Corporation shall by duly executed proxy
designate to represent the Corporation at the meeting.
SECTION 4. TRANSFER BOOK. The secretary shall maintain the transfer book
for the shares of the Corporation, and shall make and certify a complete list of
the shareholders entitled to vote at any shareholders' meeting. The list shall
be arranged alphabetically within each class and series, with the address of,
and the number of shares held by, each shareholder. It shall be produced at the
time and the place of the meeting and shall be subject to inspection by any
shareholder during the whole time of the meeting. The list shall be prima facie
evidence of the shareholders entitled to examine the list or to vote at the
meeting.
ARTICLE IX
DIVIDENDS AND FINANCE
SECTION 1. DIVIDENDS. Dividends may be declared by the Board of Directors
and paid out of any funds legally available for the payment of dividends and in
any manner the Board of Directors deems proper, subject to the conditions and
limitations imposed by law and the Articles of Incorporation of the Corporation.
Before making any distribution of profits, there may be set aside out of
the net profits of the Corporation such sum or sums as the directors from time
to time, in their absolute discretion, may deem expedient as a reserve fund to
meet contingencies or for equalizing dividends or for maintaining any property
of the Corporation or for any other purpose; and any profits of any year
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not distributed as dividends shall be deemed to have been thus set apart until
otherwise disposed of by the Board of Directors.
SECTION 2. BANK ACCOUNTS AND DEPOSITS. All funds of the Corporation shall
be deposited from time to time to the credit of the Corporation with such banks,
bankers, trust companies, or other depositories as the Board of Directors may
select or as may be selected by any officer or officers or any agent or agents
of the Corporation to whom such power may be delegated from time to time by the
Board of Directors.
Endorsements for deposit of commercial paper to the credit of the
Corporation in any of its duly authorized depositories may be made without
countersignature by the President or any Vice-President, or the Treasurer or any
Assistant Treasurer, or by any other officer or agent of the Corporation to whom
the Board of Directors, by resolution, shall have delegated such power, or by
hand-stamped impression in the name of the Corporation.
SECTION 3. LOANS. No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name, unless authorized
by a resolution by the Board of Directors. Such authority may be general or
confined to specific instances.
ARTICLE X
RELATED PERSON CONTRACTS AND INDEMNIFICATION
SECTION 1. CONTRACTS BETWEEN CORPORATION AND RELATED PERSONS. Any contract
or other transaction between the Corporation and one or more of its directors,
or between the Corporation and any firm of which one or more of its directors
are members or employees, or in which he or they are interested or between the
Corporation and any corporation or association of which one or more of its
directors are shareholders, members, directors, officers or employees, or in
which he or they are interested, shall be valid for all purposes,
notwithstanding the presence of such director or directors at the meeting of the
Board of Directors of the Corporation which acts upon, or in reference to, such
contract or transaction, and notwithstanding his or their participation in such
action, if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors, shall nevertheless, authorize, approve and
ratify such contract or transaction by a vote of a majority of the directors
present, such interested director or directors to be counted in determining
whether a quorum is present, and to be counted in voting upon the matter. This
Section shall not be construed to invalidate any contract or other transaction
which would otherwise be valid under the common and statutory law applicable
thereto.
SECTION 2. RIGHT OF INDEMNIFICATION. Each person who was or is a party to
or is threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, formal or
informal (hereinafter referred to as a "proceeding"), by reason of the fact that
he or she, or a person with whom he or she is the legal representative, 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, including service with respect to employee benefit
plans, whether the basis of the proceeding is alleged action in
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an official capacity as a director, officer, employee, or agent or in any other
capacity while serving as a director or officer, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Michigan
Business Corporation Act (MBCA), as it exists or may be amended (but, in the
case of any such amendment, only to the extent that the amendment permits the
Corporation to provide broader indemnification rights than the MBCA permitted
the Corporation to provide before the amendment), against all expenses,
liability, and loss (including attorney fees, judgments, fines, ERISA excise
taxes, or penalties and amounts to be paid in settlement) reasonably incurred by
the person in connection therewith, and the indemnification shall continue for a
person who has ceased to be a director or officer and shall inure to the benefit
of his or her heirs, executors, and administrators; provided, however, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding, or part thereof, initiated by the person only if
the proceeding, or part thereof, was authorized by the board of directors of the
Corporation. To the extent authorized by the MBCA, the Corporation may, but
shall not be required to, pay expenses incurred in defending a proceeding in
advance of its final disposition. The right to indemnification conferred in this
article shall be a contract right.
SECTION 3. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
conferred in this article shall not be exclusive of any other right that any
person may have or acquire under any statute, provision of the articles of
incorporation, bylaws, agreement, vote of stockholders, or disinterested
directors, or otherwise.
SECTION 4. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee, or agent of the
Corporation or of another corporation, partnership, joint venture, trust, or
other enterprise against any expense, liability, or loss, whether or not the
Corporation would have the power to indemnify the person against the expenses,
liability, or loss under the MBCA.
ARTICLE XI
CONDUCT OF MEETINGS
All meetings shall be conducted in accordance with procedure as set forth
in Robert's Rules of Order.
In the event of a deadlock on any issue the meeting shall be adjourned for
not in excess of thirty (30) days and the parties shall agree on a disinterested
person to cast the deciding vote at the adjourned meeting. If the parties cannot
agree within one week from the date of the meeting on a disinterested person,
then the presiding judge for the Circuit court of the County in which the
corporate registered office is located, shall choose a person to so act. No
further notice of the adjourned meeting will be necessary.
ARTICLE XII
AMENDMENTS
The power to amend or repeal the By-Laws or to adopt a new code of By-Laws
is reserved to the shareholders entitled to vote. It shall require the vote of
the Shareholders holding 2/3 or more of the shares entitled to vote to amend or
repeal the By-laws.
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ARTICLE XIII
MISCELLANEOUS
SECTION 1. NOTICE. Every Notice shall be deemed duly served when it is
personally delivered, or when the same has been deposited in the United States
Mail with postage fully paid addressed to the intended recipient at his, her, or
its address as it appears on the stock record books of the Corporation.
SECTION 2. SEAL. The Board of Directors may provide for a suitable
corporate seal, which seal shall be in the care of the Secretary, and shall be
used by him.
By appropriate Resolution, these By-Laws were adopted on March ___, 2000.
By:
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Kathryn A. Thorsby
Chairman of the Board
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