EXHIBIT 3.13
BYLAWS
OF
FEDERAL MOGUL VENTURE CORPORATION
ARTICLE I
OFFICES
1.01 Principal Office. The principal office of the corporation shall be at
such place as the Board of Directors shall from time to time determine.
1.02 Other Offices. The corporation also may have offices at such other
places as the Board of Directors may from time to time determine or the business
of the corporation requires.
ARTICLE II
SEAL
2.01 Seal. The corporation may have a seal in such form as the Board of
Directors may from time to time determine. The seal may be used by causing it or
a facsimile to be impressed, affixed, or otherwise reproduced.
ARTICLE III
CAPITAL STOCK
3.01 Issuance of Shares. The shares of capital stock of the corporation
shall be issued in such amounts, at such times, for such consideration and on
such terms and conditions as the Board shall deem advisable, subject to the
Articles of Incorporation and any requirements of the laws of the State of
Nevada.
3.02 Certificates for Shares. The shares of the corporation shall be
represented by certificates signed by the Chairman of the Board, (if such office
is filled) President or a Vice President and by the Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary of the corporation, and may be
sealed with the seal of the corporation or a facsimile thereof. A certificate
representing shares shall state upon its face that the corporation is formed
under the laws of the State of Nevada, the name of the person to whom it is
issued, the number and class of shares, and the designation of the
series, if any, which the certificate represents, the par value of each share
represented by the certificate, or a statement that the shares are without par
value, and such other provisions as may be required by the laws of the State of
Nevada.
3.03 Transfer of Shares. The shares of the capital stock of the corporation
are transferable only on the books of the corporation upon surrender of the
certificate therefor or, properly endorsed for transfer, and the presentation of
such evidences of ownership and validity of the assignment as the corporation
may require.
3.04 Registered Shareholders. The corporation shall be entitled to treat
the person in whose name any share of stock is registered as the owner thereof
for purposes of dividends and other distributions in the course of business, or
in the course of recapitalization, consolidation, merger, reorganization, sale
of assets, liquidation or otherwise and for the purpose of votes, approvals and
consents by shareholders, and for the purpose of notices to shareholders, and
for all other purposes whatever, and shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not the corporation shall have notice thereof, save as
expressly required by the laws of the State of Nevada.
3.05 Lost or Destroyed Certificates. Upon the presentation to the
corporation of a proper affidavit attesting the loss, destruction or mutilation
of any certificate or certificates for shares of stock of the corporations the
Board of Directors shall direct the issuance of a new certificate or
certificates to replace the certificates so alleged to be lost, destroyed or
mutilated. The Board of Directors may require as a condition precedent to the
issuance of new certificates a bond or agreement of indemnity, in such form and
amount and with such sureties, or without sureties, as the Board of Directors
may direct or approve.
3.06 The provisions of NRS7B.378 to 78.3793, inclusive, shall not apply to
any acquisition of a controlling interest in the corporation.
ARTICLE IV
SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS
4.01 Place of Meetings. All meetings of shareholders shall be held at the
principal office of the corporation or at such other place as shall be
determined by the Board of Directors and stated in the notice of meeting.
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4.02 Annual Meeting. The annual meeting of the shareholders of the
corporation shall be held on such date, and at such times as the Board of
Directors may select. Directors shall be elected at each annual meeting and such
other business, as may properly come before the meeting, shall be considered.
4.03 Special Meetings. Special meetings of shareholders may be called by
the Board of Directors, the Chairman of the Board (if such office is filled) or
the President and shall be called by the President or Secretary at the written
request of shareholders holding a majority of the shares of stock of the
corporation outstanding and entitled to vote. The request shall state the
purpose or purposes for which the meeting is to be called.
4.04 Notice of Meetings. Except as otherwise provided by statute, written
notice of the time, place and purposes of a meeting of shareholders shall be
given not less than 10 nor more than 60 days before the date of the meeting to
each shareholder of record entitled to vote at the meeting, either personally or
by mailing such notice to his or her last address as it appears on the books of
the corporation. No notice need be given of an adjourned meeting of the
shareholders provided the time and place to which such meeting is adjourned are
announced at the meeting at which the adjournment is taken and at the adjourned
meeting only such business is transacted as might have been transacted at the
original meeting. However, if after the adjournment a new record date is fixed
for the adjourned meeting a notice of the adjourned meeting shall be given to
each shareholder of record on the new record date entitled to notice as provided
in this Bylaw.
4.05 Record Dates. The Board of Directors may fix in advance a date as the
record date for the purpose of determining shareholders entitled to notice of
and to vote at a meeting of shareholders or an adjournment thereof, or to
express consent or to dissent from a proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of a dividend or
allotment of a right, or for the purpose of any other action. The date fixed
shall not be more than 60 nor less than 10 days before the date of the meeting,
nor more than 60 days before any other action. In such case only such
shareholders as shall be shareholders of record on the date so fixed shall be
entitled to notice of and to vote at such meeting or adjournment thereof, or to
express consent or to dissent from such proposal1 or to receive payment of such
dividend or to receive such allotment of rights, or to participate in any other
action, as the case may be, notwithstanding
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any transfer of any stock on the books of the corporation, or otherwise, after
any such record date. Nothing in this Bylaw shall affect the rights of a
shareholder and his or her transferee or transferor as between themselves.
4.06 List of Shareholders. The Secretary of the corporation or the agent of
the corporation having charge of the stock transfer records for shares of the
corporation shall make and certify a complete list of the shareholders entitled
to vote at a shareholders' meeting or any adjournment thereof. The list shall be
arranged alphabetically within each class and series, with the address of, and
the number of shares held by, each shareholder; be produced at the time and
place of the meeting; be subject to inspection by any shareholder during the
whole time of the meeting; and be prima facie evidence as to who are the
shareholders entitled to examine the list or vote at the meeting.
4.07 Quorum. Unless a greater or lesser quorum is required in the Articles
of Incorporation or by the laws of the State of Nevada, the shareholders present
at a meeting in person or by proxy who, as of the record date for such meeting,
were holders of a majority of the outstanding shares of the corporation entitled
to vote at the meeting shall constitute a quorum at the meeting. Whether or not
a quorum is present, a meeting of shareholders may be adjourned by a vote of the
shares present in person or by proxy. When the holders of a class or series of
shares are entitled to vote separately on an item of business, this Bylaw
applies in determining the presence of a quorum of such class or series for
transaction of such item of business.
4.08 Proxies. A shareholder entitled to vote at a meeting of shareholders
or to express consent or dissent without a meeting may authorize other persons
to act for the shareholder by proxy. A proxy shall be signed by the shareholder
or the shareholder's authorized agent or representative and shall not be valid
after the expiration of three years from its date unless otherwise provided in
the proxy. A proxy is revocable at the pleasure of the shareholder executing it
except as otherwise provided by the laws of the State of Nevada.
4.09 Voting. Each outstanding share is entitled to one vote on each matter
submitted to a vote, unless otherwise provided in the Articles of Incorporation.
Votes may be cast orally or in writing, but if more than 25 shareholders of
record are entitled to vote, then votes shall be cast in writing signed by the
shareholder or the shareholder's proxy. When an action, other than the election
of directors, is to be taken by a vote of the shareholders, it shall be
authorized by a majority of the votes cast by the holders of shares entitled to
vote
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thereon, unless a greater vote is required by the Articles of Incorporation or
by the laws of the State of Nevada. Except as otherwise provided by the Articles
of Incorporation, directors shall be elected by a plurality of the votes cast at
any election.
ARTICLE V
DIRECTORS
5.01 Number. The business and affairs of the corporation shall be managed
by a Board of one (1) director. The director need not be a resident of Nevada or
a shareholder of the corporation.
5.02 Election, Resignation and Removal. Directors shall be elected at each
annual meeting of the shareholders, each to hold office until the next annual
meeting of shareholders and until the director's successor is elected and
qualified, or until the director's resignation or removal. A director may resign
by written notice to the corporation. The resignation is effective upon its
receipt by the corporation or a subsequent time as set forth in the notice of
resignation. A director or the entire Board of Directors may be removed, with or
without cause, by vote of the holders of a majority of the shares entitled to
vote at an election of directors.
5.03 Vacancies. Vacancies in the Board of Directors occurring by reason of
death, resignation, removal, increase in the number of directors or otherwise
shall be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, unless filled by proper
action of the shareholders of the corporation. Each person so elected shall be a
director for a term of office continuing only until the next election of
directors by the shareholders.
5.04 Annual Meeting. The Board of Directors shall meet each year
immediately after the annual meeting of the shareholders, or within three (3)
days of such time excluding Sundays and legal holidays if such later time is
deemed advisable, at the place where such meeting of the shareholders has been
held or such other place as the Board may determine, for the purpose of election
of officers and consideration of such business that may properly be brought
before the meeting; provided, that if less than a majority of the directors
appear for an annual meeting of the Board of Directors the holding of such
annual meeting shall not be required and the matters which might have been taken
up therein may be taken up at any later special or annual meeting, or by consent
resolution.
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5.05 Regular and Special Meetings. Regular meetings of the Board of
Directors may be held at such times and places as the majority of the directors
may from time to time determine at a prior meeting or as shall be directed or
approved by the vote or written consent of all the directors. Special meetings
of the Board may be called by the Chairman of the Board (if such office is
filled) or the President and shall be called by the president or Secretary upon
the written request of any two directors.
5.06 Notices. No notice shall be required for annual or regular meetings of
the Board or for adjourned meetings, whether regular or special. Three days'
written notice shall be given for special meetings of the Board, and such notice
shall state the time, place and purpose or purposes of the meeting.
5.07 Quorum. A majority of the Board of Directors then in office, or of the
members of a committee thereof, constitutes a quorum for the transaction of
business. The vote of a majority of the directors present at any meeting at
which there is a quorum shall be the acts of the Board or of the committee,
except as a larger vote may be required by the laws of the State of Nevada. A
member of the Board or of a committee designated by the Board may participate in
a meeting by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation in a meeting in this manner constitutes presence in person at the
meeting.
5.08 Executive and Other Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, appoint three or more
members of the Board as an executive committee to exercise all powers and
authorities of the Board in management of the business and affairs of the
corporation, except that the committee shall not have power or authority to (a)
amend the Articles of Incorporation; (b) adopt an agreement of merger or
consolidation; (c) recommend to shareholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets; (d) recommend to
shareholders a dissolution of the corporation or revocation of a dissolution;
(e) amend these Bylaws; (f) fill vacancies in the Board; (g) fix the
compensation of the directors for serving on the Board or on a committee; or (h)
unless expressly authorized by the Board, declare a dividend or authorize the
issuance of stock.
The Board of Directors from time to time may, by like resolution, appoint
such other committees of one or more
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directors to have such authority as shall be specified by the Board in the
resolution making such appointments. The Board of Directors may designate one or
more directors as alternate members of any committee who may replace an absent
or disqualified member at any meeting thereof.
5.09 Dissents. A director who is present at a meeting of the Board of
Directors, or a committee thereof of which the director is a member, at which
action on a corporate matter is taken is presumed to have concurred in that
action unless the director's dissent is entered in the minutes of the meeting or
unless the director files a written dissent to the action with the person acting
as secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the corporation promptly after
the adjournment of the meeting. Such right to dissent does not apply to a
director who voted in favor of such action. A director who is absent from a
meeting of the Board, or a committee thereof of which the director is a member,
at which any such action is taken is presumed to have concurred in the action
unless the director files a written dissent with the Secretary of the
corporation within a reasonable time after the director has knowledge of the
action.
5.10 Compensation. The Board of Directors, by affirmative vote of a
majority of directors in office and irrespective of any personal interest of any
of them, may establish reasonable compensation of directors for services to the
corporation as directors or officers.
ARTICLE VI
NOTICES, WAIVERS OF NOTICE AND MANNER OF ACTING
6.01 Notices. All notices of meetings required to be given to shareholders,
directors or any committee of directors may be given by mail, telecopy,
telegram, radiogram or cablegram to any shareholder, director or committee
member at his or her last address as it appears on the books of the corporation.
Such notice shall be deemed to be given at the time when the same shall be
mailed or otherwise dispatched.
6.02 Waiver of Notice. Notice of the time, place and purpose of any meeting
of shareholders, directors or committee of directors may be waived by telecopy,
telegram, radiogram, cablegram or other writing, either before or after the
meeting, or in such other manner as may be permitted by the laws of the State of
Nevada. Attendance of a person at any meeting of shareholders, in person or by
proxy, or at any meeting of directors or of a committee of directors,
constitutes a waiver of notice of the meeting except when the person attends the
meeting
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for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
6.03 Action Without a Meeting. Except as may be provided otherwise in the
Articles of Incorporation for action to be taken by shareholders, any action
required or permitted at any meeting of shareholders or directors or committee
of directors may be taken without a meeting, without prior notice and without a
vote, if all of the shareholders or directors or committee members entitled to
vote thereon consent thereto in writing.
ARTICLE VII
OFFICERS
7.01 Number. The Board of Directors shall elect or appoint a President, a
Secretary and a Treasurer, and may select a Chairman of the Board, and one or
more Vice Presidents, Assistant Secretaries or Assistant Treasurers. Any two or
more of the above offices, except those of President and Vice President, may be
held by the same person. No officer shall execute, acknowledge, certify or
verify an instrument in more than one capacity if the instrument is required by
law, the Articles of Incorporation or these Bylaws to be executed, acknowledged,
certified or verified by one or more officers.
7.02 Term of Office, Resignation and Removal. An officer shall hold office
for the term for which he or she is elected or appointed and until his or her
successor is elected or appointed and qualified, or until his or her resignation
or removal. An officer may resign by written notice to the corporation. The
resignation is effective upon its receipt by the corporation or at a subsequent
time specified in the notice of resignation. An officer may be removed by the
Board with or without cause. The removal of an officer shall be without
prejudice to his or her contract rights, if any. The election or appointment of
an officer does not of itself create contract rights.
7.03 Vacancies. The Board of Directors may fill any vacancies in any office
occurring for whatever reason.
7.04 Authority. All officers, employees and agents of the corporation shall
have such authority and perform such duties in the conduct and management of the
business and affairs of the corporation as may be designated by the Board of
Directors and these Bylaws.
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ARTICLE VIII
DUTIES OF OFFICERS
8.01 Chairman of the Board. The Chairman of the Board, if such office is
filled, shall preside at all meetings of the shareholders and of the Board of
Directors at which the Chairman is present.
8.02 President. The President shall be the chief executive officer of the
corporation. The President shall see that all orders and resolutions of the
Board are carried into effect, and the President shall have the general powers
of supervision and management usually vested in the chief executive officer of a
corporation, including the authority to vote all securities of other
corporations and business organizations held by the corporation. In the absence
or disability of the Chairman of the Board, or if that office has not been
filled, the President also shall perform the duties of the Chairman of the Board
as set forth in these Bylaws.
8.03 Vice Presidents. The Vice Presidents, in order of their seniority,
shall, in the absence or disability of the President, perform the duties and
exercise the powers of the President and shall perform such other duties as the
Board of Directors or the President may from time to time prescribe.
8.04 Secretary. The Secretary shall attend all meetings of the Board of
Directors and of shareholders and shall record all votes and minutes of all
proceedings in a book to be kept for that purpose, shall give or cause to be
given notice of all meetings of the shareholders and of the Board of Directors,
and shall keep in safe custody the seal of the corporation and, when authorized
by the Board, affix the same to any instrument requiring it, and when so affixed
it shall be attested by the signature of the Secretary, or by the signature of
the Treasurer or an Assistant Secretary. The Secretary may delegate any of the
duties, powers and authorities of the Secretary to one or more Assistant
Secretaries, unless such delegation is disapproved by the Board.
8.05 Treasurer. The Treasurer shall have the custody of the corporate funds
and securities; shall keep full and accurate accounts of receipts and
disbursements in books of the corporation; and shall deposit all moneys and
other valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
render to the President and directors, whenever they may require it, an account
of his or her
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transactions as Treasurer and of the financial condition of the corporation. The
Treasurer may delegate any of his or her duties, powers and authorities to one
or more Assistant Treasurers unless such delegation is disapproved by the Board
of Directors.
8.06 Assistant Secretaries and Treasurers. The Assistant Secretaries, in
the order of their seniority, shall perform the duties and exercise the powers
and authorities of the Secretary in case of the Secretary's absence or
disability. The Assistant Treasurers, in the order of their seniority, shall
perform the duties and exercise the powers and authorities of the Treasurer in
case of the Treasurer's absence or disability. The Assistant Secretaries and
Assistant Treasurers shall also perform such duties as may be delegated to them
by the Secretary and Treasurer, respectively, and also such duties as the Board
of Directors may prescribe.
ARTICLE IX
SPECIAL CORPORATE ACTS
9.01 Orders for Payment of Money. All checks, drafts, notes, bonds, bills
of exchange and orders for payment of money of the corporation shall be signed
by such officer or officers or such other person or persons as the Board of
Directors may from time to time designate.
9.02 Contracts and Conveyances. The Board of Directors of the corporation
may in any instance designate the officer and/or agent who shall have authority
to execute any contract, conveyances mortgage or other instrument on behalf of
the corporation, or may ratify or confirm any execution. When the execution of
any instrument has been authorized without specification of the executing
officers or agents, the Chairman of the Board, the President or any Vice
President, and the Secretary or Assistant Secretary or Treasurer or Assistant
Treasurer, may execute the same in the name and on behalf of this corporation
and may affix the corporate seal thereto.
ARTICLE X
BOOKS AND RECORDS
10.01 Maintenance of Books and Records. The proper officers and agents of
the corporation shall keep and maintain such books, records and accounts of the
corporation's business and affairs, minutes of the proceedings of its
shareholders, Board and committees, if any, and such stock ledgers and lists
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of shareholders, as the Board of Directors shall deem advisable, and as shall be
required by the laws of the State of Nevada and other states or jurisdictions
empowered to impose such requirements. Books, records and minutes may be kept
within or without the State of Nevada in a place which the Board shall
determine.
10.02 Reliance on Books and Records. In discharging his or her duties, a
director or an officer of the corporation, when acting in good faith, may rely
upon the opinion of counsel for the corporation, upon the report of an
independent appraiser selected with reasonable care by the Board, or upon
financial statements of the corporation represented to him or her to be correct
by the President or the officer of the corporation having charge of its books of
account, or stated in a written report by an independent public or certified
public accountant or firm of such accountants fairly to reflect the financial
condition of the corporation.
ARTICLE XI
INDEMNIFICATION
11.01 Non-Derivative Actions. Subject to all of the other provisions of
this Article XI, the corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a
director or officer of the corporations or is or was serving at the request of
the corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, whether for profit or not, against expenses (including actual
and reasonable attorneys' fees), judgments, penalties, fines, and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders, and with respect to any
criminal action or proceeding, if the person had no reasonable cause to believe
his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which the person reasonably
believed to be in or not opposed to the best interests of the corporation or its
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shareholders, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
11.02 Derivative Actions. Subject to all of the provisions of this Article
XI, the corporation shall indemnify any person who was or is a party to or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that the person is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, against expenses (including actual and reasonable
attorneys' fees) and amounts paid in settlement incurred by the person in
connection with such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders. However, indemnification shall
not be made for any claim, issue or matter in which such person has been found
liable to the corporation unless and only to the extent that the court in which
such action or suit was brought has determined upon application that, despite
the adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnification for the expenses
which the court considers proper.
11.03 Expenses of Successful Defense. To the extent that a person has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 11.01 or 11.02 of these Bylaws, or in defense
of any claim, issue or matter in the action, suit or proceeding, the person
shall be indemnified against expenses (including actual and reasonable
attorneys' fees) incurred by such person in connection with the action, suit or
proceeding and any action, suit or proceeding brought to enforce the mandatory
indemnification provided by this Section 11.03.
11.04 Definition. For the purposes of Sections 11.01 and 11.02, "other
enterprises" shall include employee benefit plans; "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
"serving at the request of the corporation" shall include any service as a
director, officer, employee, or agent of the corporation which imposes duties
on, or involves services by, the director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner the person reasonably believed to be in the
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interest of the participants and beneficiaries of an employee benefit plan shall
be considered to have acted in a manner "not opposed to the best interests of
the corporation or its shareholders" as referred to in Sections 11.01 and 11.02.
11.05 Contract Right; Limitation on Indemnity. The right to indemnification
conferred in this Article XI shall be a contract right, and shall apply to
services of a director or officer as an employee or agent of the corporation as
well as in such person's capacity as a director or officer. Except as provided
in Section 11.03 of these Bylaws, the corporation shall have no obligations
under this Article XI to indemnify any person in connection with any proceeding,
or part thereof, initiated by such person without authorization by the Board of
Directors.
11.06 Determination That Indemnification is Proper. Any indemnification
under Section 11.01 or 11.02 of these Bylaws (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the person is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
Section 11.01 or 11.02, whichever is applicable. Such determination shall be
made in any of the following ways:
(i) By a majority vote of a quorum of the Board consisting of
directors who were not parties to such action, suit or proceeding.
(ii) If the quorum described in clause (i) above is not obtainable,
then by a committee of directors who are not parties to the action. The
committee shall consist of not less than two disinterested directors.
(iii) By independent legal counsel in a written opinion.
(iv) By the shareholders.
11.07 Proportionate Indemnity. If a person is entitled to indemnification
under Section 11.01 or 11.02 of these Bylaws for a portion of expenses,
including attorneys fees, judgments, penalties, fines, and amounts paid in
settlement, but not for the total amount thereof, the corporation shall
indemnify the person for the portion of the expenses, judgments, penalties,
fines, or amounts paid in settlement for which the person is entitled to be
indemnified.
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11.08 Expense Advance. Expenses incurred in defending a civil or criminal
action, suit or proceeding described in Section 11.01 or 11.02 of these Bylaws
may be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
person involved to repay the expenses if it is ultimately determined that the
person is not entitled to be indemnified by the corporation. The undertaking
shall be an unlimited general obligation of the person on whose behalf advances
are made but need not be secured.
11.09 Non-Exclusivity of Rights. The indemnification or advancement of
expenses provided under this Article XI is not exclusive of other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under a contractual arrangement with the corporation. However, the
total amount of expenses advanced or indemnified from all sources combined shall
not exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses.
11.10 Indemnification of Employees and Agents of the Corporation. The
corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification and to the advancement of expenses to
any employee or agent of the corporation to the fullest extent of the provisions
of this Article XI with respect to the indemnification and advancement of
expenses of directors and officers of the corporation.
11.11 Former Directors and Officers. The indemnification provided in this
Article XI continues as to a person who has ceased to be a director or officer
and shall inure to the benefit of the heirs, executors and administrators of
such person.
11.12 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against the
person and incurred by him or her in any such capacity or arising out of his or
her status as such, whether or not the corporation would have power to indemnify
the person against such liability under these Bylaws or the laws of the State of
Nevada.
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11.13 Changes in Michigan Law. In the event of any change of the Michigan
statutory provisions applicable to the corporation relating to the subject
matter of this Article XI, then the indemnification to which any person shall be
entitled hereunder shall be determined by such changed provisions, but only to
the extent that any such change permits the corporation to provide broader
indemnification rights than such provisions permitted the corporation to provide
prior to any such change. Subject to Section 11.14, the Board of Directors is
authorized to amend these Bylaws to conform to any such changed statutory
provisions.
11.14 Amendment or Repeal of Article XI. No amendment or repeal of this
Article XI shall apply to or have any effect on any director or officer of the
corporation for or with respect to any acts or omissions of such director or
officer occurring prior to such amendment or repeal.
ARTICLE XII
AMENDMENTS
12.01 Amendments. The Bylaws of the corporation may be amended, altered or
repealed, in whole or in part, by the shareholders or by the Board of Directors
at any meeting duly held in accordance with these Bylaws, provided that notice
of the meeting includes notice of the proposed amendment, alteration or repeal.
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