Exhibit 3.4.2
INDEX
TO
BY-LAWS
OF MICRO-FILTRATION, INC.
Page
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Article I - MEETING OF SHAREHOLDERS
Section 1.01. Place of Meetings...................................... 4
Section 1.02. Annual Meeting......................................... 4
Section 1.03. Special Meetings....................................... 4
Section 1.04. Notice of Meetings..................................... 4
Section 1.05. Waiver of Notice....................................... 5
Section 1.06. Quorum and Adjournment................................. 6
Section 1.07. Vote of Shareholders................................... 6
Section 1.08. Proxies................................................ 7
Section 1.09. Consents............................................... 7
Section 1.10. Organization of Shareholders'
Meetings............................................... 7
Section 1.11. New Shareholders....................................... 7
Article II - DETERMINATION OF VOTING, DIVIDEND
AND OTHER RIGHTS............................................... 8
Article III - DIRECTORS
Section 3.01. General Powers......................................... 9
Section 3.02. Number, Qualifications and
Term of Office......................................... 10
Section 3.03. Election............................................... 10
Section 3.04. Place of Meetings...................................... 10
Section 3.05. Organization Meeting................................... 11
Section 3.06. Annual Meeting......................................... 11
Section 3.07. Special Meetings....................................... 11
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Section 3.08. Regular Meetings....................................... 12
Section 3.09. Action Without a Meeting............................... 12
Section 3.10. Quorum and Manner of Action............................ 12
Section 3.11. Compensation........................................... 13
Section 3.12. Removal of Directors................................... 13
Section 3.13. Resignations........................................... 13
Section 3.14. Vacancies.............................................. 14
Section 3.15. Organization of Board Meeting.......................... 14
Article IV - EXECUTIVE COMMITTEE
Section 4.01. Constitution and Powers................................ 14
Section 4.02. Regular Meetings....................................... 15
Section 4.03. Special Meetings....................................... 15
Section 4.04. Quorum and Manner of Action............................ 16
Section 4.05. Records................................................ 16
Article V - OFFICERS
Section 5.01. Officers............................................... 17
Section 5.02. Term of Office and Resignation......................... 17
Section 5.03. Removal of Elected Officers............................ 18
Section 5.04. Vacancies.............................................. 18
Section 5.05. Compensation........................................... 18
Section 5.06. The President.......................................... 18
Section 5.07. The President (con't).................................. 18
Section 5.08. The Vice President..................................... 19
Section 5.09. The Secretary.......................................... 20
Section 5.10. The Treasurer.......................................... 20
Section 5.11. Reimbursement to Corporation........................... 21
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Article VI - INDEMNIFICATION
Section 6.01. Indemnification: Third Party
Actions................................................ 21
Section 6.02. Indemnification: Actions in the
Right of the Corporation............................... 22
Section 6.03. Indemnification: Mandatory and
Permissive Payments.................................... 23
Section 6.04. Indemnification: Expense
Advances............................................... 24
Section 6.05. Indemnification: Insurance............................. 24
Article VII - SHARE CERTIFICATES
Section 7.01. Form: Signature........................................ 25
Section 7.02. Transfer Agents and Registrars......................... 25
Section 7.03. Transfer of Shares..................................... 26
Section 7.04. Registered Shareholders................................ 26
Section 7.05. Lost Certificates...................................... 26
Article VIII - MISCELLANEOUS
Section 8.01. Fiscal Year............................................ 27
Section 8.02. Signatures on Negotiable
Instruments............................................ 27
Section 8.03. Dividends.............................................. 27
Section 8.04. Reserves............................................... 27
Section 8.05. Seal................................................... 28
Section 8.06. Corporate Offices...................................... 28
Article IX - AMENDMENTS
Section 9.01. Power to Amend......................................... 28
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BY-LAWS
Article I
MEETINGS OF SHAREHOLDERS
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Section 1.01. PLACE OF MEETING. Annual and special meetings of the shareholders
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shall be held at such place within or without the State of Michigan as may be
fixed from time to time by the Board of Directors and stated in the notice of
meeting or in a duly executed waiver of notice thereof.
Section 1.02. ANNUAL MEETING. The annual meeting of the shareholders for the
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election of directors and for the transaction of such other business as may
properly come before the meeting shall be set by the Board of Directors and
shall be held within six (6) months after the close of the fiscal year for each
such year, unless such action is taken by written consent as provided in Section
1.09 hereof. If the annual meeting is not held on the date designated therefor,
the Board of Directors shall cause the meeting to be held as soon thereafter as
convenient.
Section 1.03. SPECIAL MEETINGS. A special meeting of the shareholders may be
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called at any time for any purpose or purposes by the President, Secretary or
the Board of Directors or by a shareholder or shareholders holding of record at
least forty percent (40%) of all the shares entitled to vote at such meeting.
Section 1.04. NOTICE OF MEETINGS. (1) Except as otherwise provided herein,
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written notice of the time, place and purposes of a meeting of shareholders
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting,
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either personally or by mail, to each shareholder of record entitled to vote at
the meeting. (2) When a meeting is adjourned to another time or place, it is not
necessary to give notice of the adjourned meeting if the time and place to which
the meeting is adjourned are announced at the meeting at which the adjournment
is taken and at the adjourned meeting only such business is transacted as might
have been transacted at the original meeting. However, if after the adjournment
the Board of Directors fixes a new record date 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 under Sub-section (1). (3) Attendance of
a person at a meeting of shareholders, in person or by proxy, constitutes a
waiver of notice of the meeting, except when the shareholder attends a meeting
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. (4) Any notice required by statute or by these By-Laws to be given to
the shareholders, or to directors, or to any officer of the Company, shall be
deemed to be sufficiently given by depositing the same in a post office box, in
a sealed, post-paid wrapper, addressed to such shareholder, director, or officer
at his last known address, and such notice shall be deemed to have been given at
the time of such mailing.
Section 1.05. WAIVER OF NOTICE. Any action required or permitted by the laws of
----------------
the State of Michigan by these By-Laws 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
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consent in writing, setting forth the actions 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 1.06. QUORUM AND ADJOURNMENT. At all meetings of shareholders, except as
------ --- -----------
otherwise expressly provided by statute or the Articles of Incorporation, shares
entitled to cast a majority of the votes at a meeting constitute a quorum at the
meeting. The shareholders present, in person or by proxy, at such meeting may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less that a quorum. Whether or not a quorum is
present, the meeting may be adjourned by a majority of the shares present.
Section 1.07. VOTE OF SHAREHOLDERS. Each outstanding share having the right to
---- -- ------------
vote is entitled at every meeting of shareholders to one (1) vote on each matter
submitted to a vote. A vote may be cast either orally or in writing. Whenever
any other corporate action is to be taken by vote at a meeting of the
shareholders, it shall, except as otherwise required by statute or by the
Articles of Incorporation, be authorized by a majority of the votes cast by such
holders present in person or by proxy and entitled to vote.
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Section 1.08. PROXIES. Every shareholder entitled to vote at a meeting of
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shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy. Every proxy must be in
writing and signed by the shareholder or his authorized agent or representative.
No proxy shall be valid after the expiration of three (3) years from the date
thereof unless otherwise provided in the proxy.
Section 1.09. CONSENTS. Whenever, by any statute or the Articles of
--------
Incorporation, shareholders are required or permitted to take any action by
vote, such action may be taken without a meeting upon written consent setting
forth the action so taken, signed in person by the holders of outstanding shares
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 1.10. ORGANIZATION OF SHAREHOLDERS' MEETINGS. At every meeting of the
------------ -- ------------- --------
shareholders, the President, or in his absence, a Vice-President, or in his
absence, the Secretary, or Chairman chosen by a majority in interest of the
shareholders of the Corporation present in person or by proxy and entitled to
vote, shall act as Secretary.
Section 1.11. NEW SHAREHOLDERS. Every person becoming a shareholder in this
--- ------------
Company shall be deemed to assent to these By-Laws, and shall designate to the
Secretary the address to which he
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desires that the notice herein required to be given may be sent, and all notices
mailed to such addresses, with postage prepaid, shall be considered as duly
given at the date of mailing, and any person failing to so designate his address
shall be deemed to have waived notice of such meeting.
Article II
DETERMINATION OF VOTING,
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DIVIDEND AND OTHER RIGHTS
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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 to or
dissent from any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of a dividend or allotment of a right,
or the date when any change or conversion or exchange of capital stock shall go
into effect, or for the purpose of any other action, the Board of Directors may
fix, in advance, date as the record date for any such determination of
shareholders. Such date shall not be more than sixty (60) days nor less than
(10) days before the date of any such meeting, nor more than sixty (60) days
prior to any other action. If a record date is so fixed, such shareholders and
only such shareholders as shall be shareholders of record on that date so fixed
shall be entitled to notice of, and to vote at, such meeting and any adjournment
thereof, or to express such consent or dissent, or to receive payment of such
dividend or such allotment of rights, or otherwise to be recognized as
shareholders for the purpose of any other action, notwithstanding any transfer
of any
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shares on the books of the Corporation after any such record date so fixed. If a
record date is not fixed; (a) the record date for determination of shareholders
entitled to notice of or to vote at a meeting of shareholders shall be the close
of business on the day on which the resolution of the Board relating thereto is
adopted.
Whenever any shareholder present at a meeting of shareholders shall request the
appointment of inspectors, a majority of the shareholders present at such
meeting and entitled to vote thereat, shall appoint inspectors who need not be
shareholders. If the right of any person to vote at such meeting shall be
challenged, the inspectors of election shall determine such right. The
inspectors shall receive and count the votes either upon an election or for the
decision of any question and shall determine the result. Their certificate of
any vote shall be prima facie evidence thereof. When a determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders has been made as provided in this section, the determination
applies to any adjournment of the meeting, unless the board fixes a new record
date under this section for the adjourned meeting.
Article III
DIRECTORS
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Section 3.01. GENERAL POWERS. The business and property of the Corporation,
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except as expanded and/or limited by the Articles of
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Incorporation, these By-Laws or by statute, shall be managed by the Board of
Directors.
Section 3.02. NUMBER, QUALIFICATIONS AND TERM OF OFFICE. The number of directors
------ -------------- --- ---- -- ------
shall be as specified in the Articles of Incorporation, or, if not so specified,
no greater than 7 and no less that 1. In either event, such numbers may be
increased by amendment of the appropriate instruments. The directors need be
shareholders only if so specified in the Articles of Incorporation. Except as
otherwise provided by statute, the Articles of Incorporation or these By-Laws,
the directors shall be elected at the annual meeting of shareholders and shall
hold office for the term for which he is elected and qualified, or until his
death, resignation or removal.
Section 3.03. ELECTION. At each meeting of the shareholders for the election of
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directors, at which a quorum is present, each shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares of stock
having voting power owned by him for or against each director to be elected.
Except as otherwise provided by the Articles of Incorporation, there shall be no
right to cumulate votes. Each person standing for election as a director shall
be elected upon his receipt of a plurality of the votes cast for his election. A
person not receiving a plurality of the votes cast shall not be elected.
Section 3.04. PLACE OF MEETINGS. Meetings of the Board of Directors, annual,
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regular or special, shall be held at any place within or without the State of
Michigan as may from time to time be determined by the Board of Directors.
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Section 3.05. ORGANIZATION MEETING. Without notice of such meeting, a newly
------------ -------
elected Board of Directors may meet and organize as soon as practicable after
and at the place where the annual meeting is held, or the Board of Directors may
meet at such place and time 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 duly executed waiver of notice.
Section 3.06. ANNUAL MEETING. The Board of Directors shall meet as soon as
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practicable after each annual election of directors for the purpose of
organization, election of officers and the transaction of other business on the
same day and at the same place at which the shareholders' meeting is held.
Notice of such meeting need not be given. Such meeting may be held at such other
time and place as shall be specified in a notice to be given as hereinafter
provided for special meetings of the Board of Directors, or according to consent
and waiver of notice thereof signed by all of the directors.
Section 3.07. SPECIAL MEETING. Special meetings of the Board of Directors shall
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be held whenever called by any director. Notice of any special meeting, and any
adjournment thereof, stating the place, date and hour of the meeting, shall be
mailed to each director, addressed to him at his residence or usual place of
business, or shall be sent to him at such place by telegraph, cable, or radio,
or be delivered personally, or by telephone at least three (3) calendar days
before the day on which the meeting is to be held. Notice of any meeting of the
Board of Directors need not be given to any director who submits a signed waiver
of
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notice before or after the meeting, or who attends the meeting without
protesting, prior thereto or at its commencement, the lack of notice to him.
Unless limited by statute, the Articles of Incorporation, these By-Laws, or the
terms of notice thereof, any and all business may be transacted at any special
meeting.
Section 3.08. REGULAR MEETINGS. Regular meetings of the Board of Directors shall
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be held on a regular basis. The frequency and number of such regular meetings
shall be set by the Board of Directors as from time to time in their discretion
they deem necessary. Notice of such regular meetings, and any adjournment
thereof, shall be as set forth in Section 3.07 of this Article III.
Section 3.09. ACTION WITHOUT A MEETING. Unless otherwise provided in the
------ ------- - -------
Articles of Incorporation, action required or permitted to be taken pursuant to
authorization voted as a meeting of the Board of Directors may be taken without
a meeting if, before or after the action, the number of directors specified in
the Articles of Incorporation then in office, or if no number is so specified, a
majority of the members of the Board of Directors then in office, consent
thereto in writing. The written consents shall be filed with the minutes of the
proceedings of the Board of Directors. The consent has the same effect as a vote
of the Board of Directors for all purposes.
Section 3.10. QUORUM AND MANNER OF ACTION. A majority of the members of the
------ --- ------ -- ------
Board of Directors then in office constitute a quorum for the transaction of
business unless the Articles of Incorporation provide otherwise. The votes of a
majority of the
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directors present at a meeting at which a quorum is present constitutes the
action of the Board of Directors, except as otherwise required by statute or the
Articles of Incorporation. A majority of the directors present, whether or not a
quorum is present, may be resolution adjourn any meeting, to another place and
time, from time to time for a period not exceeding fourteen (14) days in any one
case.
Section 3.11. COMPENSATION. Each director of the Corporation shall serve without
------------
fee, but by resolution of the Board of Directors a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each annual, special, or
regular meeting of the Board of Directors; provided, however, that nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 3.12. REMOVAL OF DIRECTORS. A director, directors, 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, except as
otherwise provided by statute or the Articles of Incorporation. The holders of
such shares shall not have the right to vote cumulatively on such removal,
except as otherwise provided in the Articles of Incorporation.
Section 3.13. RESIGNATIONS. Any director may resign at any time by giving
------------
written notice to the Board of Directors, the Chairman, the President or the
Secretary of the Corporation. Such resignation shall take effect upon its
receipt by addressee named
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above or a subsequent time as set forth in the notice of resignation.
Section 3.14. VACANCIES. Any newly created directorships and vacancies occurring
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on the Board of Directors by reason of death, resignation, retirement,
disqualification or removal may be filled by the affirmative vote of a majority
of the remaining directors then in office, although less than a quorum. Unless a
successor director is elected by a vote of the shareholders, any director
elected by the Board of Directors because of an increase in the number of
directors or to fill a vacancy, shall hold office for the unexpired portion of
the term of his predecessor or until the next election of directors by the
shareholders, whichever shall first occur.
Section 3.15. ORGANIZATION OF BOARD MEETING. At each meeting of the Board of
------------ -- ----- -------
Directors, the President, or a Vice-President, or the Secretary, or a director
chosen by a majority of the directors present, shall act as Chairman of the
meeting. The Secretary, or in his absence, any person appointed by the Chairman,
shall act as Secretary of the meeting.
Article IV
EXECUTIVE COMMITTEE
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Section 4.01. CONSTITUTION AND POWERS. Unless the unanimous vote of the Board of
------------ --- ------
Directors is required by the Articles of Incorporation to transact business, the
Board of Directors, by resolution adopted by a majority of the entire Board of
Directors then in office, may designate from among its members an Executive
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Committee and a Chairman and officers thereof, consisting of one (1) or more
directors which, to the extent provided in such resolution, may exercise all
power and authority of the Board of Directors in management of the business
affairs of the Corporation. However, the Executive Committee does not have the
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 a
revocation of a dissolution.
(e) Amend the By-Laws of the Corporation.
(f) Fill vacancies on the Board of Directors.
(g) Fix compensation of the directors for serving on the Board or on a
committee.
Section 4.02. REGULAR MEETINGS. Regular meetings of the Executive Committee
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shall be held without notice at such time and at such place as shall from time
to time be determined by resolution of the Executive Committee. In case the day
so determined shall be a legal holiday, such meeting shall be held on the next
succeeding day, not a legal holiday, at the same hour.
Section 4.03. SPECIAL MEETINGS. Special meetings of the Executive Committee
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shall be held whenever called by the Chairman of the Executive Committee. Notice
of any special meeting and any adjournment thereof, shall be mailed to each
member, addressed to him at his residence or usual place of business, or be sent
to him at such place by telegraph, or be delivered personally, or by
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telephone not more than the five days before the day on which the meeting is to
be held. Notice of any meeting of the Executive Committee need not be given to
any member who submits a signed waiver of notice before or after the meeting, or
who attends the meeting without protesting prior thereto or at its commencement,
the place of notice to him. Unless limited by statute, the Articles of
Incorporation, the By-Laws, or the terms of the notice thereof, any and all
business may be transacted at any special meeting of the Executive Committee.
Section 4.04. QUORUM AND MANNER OF ACTION. A majority of the members of the
------ --- ------ -- ------
Executive Committee in office at the time of any regular or special meeting of
the Executive Committee shall be present in person to constitute a quorum for
the transaction of business. The vote of a majority of the members present at
the time of such vote, if a quorum is present at such time, shall be the act of
the Executive Committee. A majority of the members present, whether or not a
quorum is present, may adjourn any meeting and no notice of an adjourned meeting
need be given.
Section 4.05. RECORD. The Executive Committee may in their discretion or at the
------
discretion of the Board of Directors keep minutes of its proceedings and submit
the same, if any, from time to time to the Board of Directors. The Secretary of
the Corporation, or in his absence an Assistant Secretary, shall act as
secretary to the Executive Committee; or the Executive Committee may in its
discretion appoint its own secretary.
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Article V
OFFICERS
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Section 5.01. OFFICERS. The elected officers of the Corporation shall be a
--------
President, one or more Vice-Presidents, a Secretary, and a Treasurer. The Board
of Directors or the Executive Committee may also appoint one or more Assistant
Treasurers, and such other officers and agents as may from time to time appear
to be necessary or advisable in the conduct of the affairs of the Corporation.
Any two or more offices, whether elective or appointive, may be held by the same
person, except that no one person may hold the offices of both President and
Vice-President. No one of said officers except the President need be a director,
but a Vice-President who is not a director cannot succeed to or fill the office
of President. The Board of Directors may secure the fidelity of any or all of
such officers by bond or otherwise.
Section 5.02. TERM OF OFFICE AND RESIGNATION. So far as practicable, all elected
---- -- ------ --- -----------
officers shall be elected at the first meeting of the Board of Directors
following the annual meeting of shareholders in each year and, except as
otherwise hereinafter provided, shall hold office until the next first meeting
of the Board of Directors. Any elected or appointed officer may resign, at any
time, by giving written notice to the Board of Directors, the Chairman, the
President or the Secretary of the Corporation. Such resignation shall take
effect upon its receipt by any one of the above or at a subsequent time
specified therein, and unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
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Section 5.03. REMOVAL OF ELECTED OFFICERS. Any officer may be removed at any
------- -- ------- --------
time, with or without cause, by vote of a majority of the Board of Directors
present at any meeting at which a quorum is present, except as otherwise
required by statute or the Article of Incorporation.
Section 5.04. VACANCIES. If any vacancy shall occur in any office for any
---------
reason, the Board of Directors or, in the case of an appointive office, the
Executive Committee, may elect or appoint a successor to fill such vacancy for
the remainder of the term.
Section 5.05. COMPENSATION. The compensation, if any, of all elected officers of
------------
the Corporation shall be fixed by the Board of Directors. The compensation, if
any, of officers and agents of the Corporation appointed by the Board of
Directors, the Executive Committee or the President shall be fixed by the body
or person appointing such officers and agents.
Section 5.06. THE PRESIDENT. The President shall preside, when present, at all
--- ---------
meeting of the Board of Directors. He shall have such further powers and duties
as may be conferred upon him by these By-Laws, the Board of Directors or the
Executive Committee.
Section 5.07. THE PRESIDENT (CONT'D). The President shall also be the chief
--- --------- --------
executive officer of the Corporation, and, subject to the control of the Board
of Directors, shall have general and active charge, control and supervision of
all its business and affairs and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He may act as chairman at all
meetings of the shareholders. The President shall have
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general authority to execute contracts in the ordinary course of business in the
name and on behalf of the Corporation; to sign stock certificates; to cause the
employment or appointment of such employees and agents of the Corporation (other
than officers or agents elected or appointed by the Board of Directors or the
Executive Committee) as the conduct of the business of the Corporation may
require, and to fix their compensation; to remove or suspend any employee or
agent who shall not have been appointed by the Board of Directors or the
Executive Committee; to suspend for cause, pending final action by the authority
which shall have elected or appointed him, any officer or agent who shall have
been elected or appointed either by the Board of Directors or Executive
Committee; and, in general, to exercise all the powers generally appertaining to
the office of president of a corporation.
Section 5.08. THE VICE-PRESIDENT. During the absence or disability of the
--- --------------
President, in the order designated by the Board of Directors, shall exercise the
functions of the President. The Vice-President or if there is more than one
Vice-President, each Vice-President, shall have such powers and discharge such
duties as may be assigned to him from time to time by the Board of Directors.
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Section 5.09. THE SECRETARY. The Secretary shall attend all meetings of the
--- ---------
Board of Directors and the shareholders and shall record all votes and the
minutes of all proceedings in a book to be kept for that purpose and shall, when
requested, perform like duties for all committees of the Board of Directors. He
shall attend to the giving of notice of all meetings of the shareholders, and
special meetings of the Board of Directors and committees thereof; he shall have
custody of the corporate seal, if any, and, when authorized by the Board of
Directors, shall have authority to affix the same to any instrument and, when so
affixed, it shall be attested by his signature or by the signature of the
Treasurer or an Assistant Secretary or an Assistant Treasurer. He shall keep and
account for all books, documents, papers and records of the Corporation, and
shall generally perform all the duties appertaining to the office of secretary
of a corporation. In the absence of the Secretary, such person as shall be
designated by the President shall perform his duties.
Section 5.10. THE TREASURER. The Treasurer shall have the care and custody of
--- ---------
all the funds of the Corporation and shall deposit the same in such banks or
other depositories as the Board of Directors, or any officer or officers, or any
officer and agent jointly, duly authorized by the Board of Directors, shall,
from time, to time, direct or approve. He shall keep a full and accurate account
of all monies received and paid on account of the Corporation, and shall tender
a statement of his accounts whenever the Board of Directors shall require. He
shall perform all other necessary acts and duties in connection with the
administration of
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the financial affairs of the Corporation, and shall generally perform all the
duties usually appertaining to the office of treasurer of a corporation. When
required by the Board of Directors, he shall give bonds for the faithful
discharge of his duties in such sums and with such sureties as the Board of
Directors shall approve. In the absence of the Treasurer, such person as shall
be designated by the President shall perform his duties.
Section 5.11. REIMBURSEMENT TO CORPORATION. Any payment made to an officer of
------------ -- -----------
the Corporation such as a salary, commission, bonus, interest, or rent, or
entertainment expense incurred by him, which shall be disallowed in whole or in
part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer to the Corporation to the full extent of such
disallowance. It shall be the duty of the Directors, as a board, to enforce
payment of each such amount disallowed. In lieu of payment by the officer,
subject to the determination of the Directors, proportionate amounts may be
withheld from his future compensation payments until the amount owed to the
Corporation has been recovered.
Article VI
INDEMNIFICATION
---------------
Section 6.01. INDEMNIFICATION: THIRD PARTY ACTIONS. 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 proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the
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right of the Corporation) by reason of the fact that he 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), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation or its Shareholders, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceedings by judgment, order, settlement,
conviction, or upon a plea of nolo contendre 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 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 proceedings, had reasonable cause to believe that his conduct
was unlawful.
Section 6.02. INDEMNIFICATION: ACTIONS IN THE RIGHT OF THE CORPORATION. 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 reasons of
the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of
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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 in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation or its Shareholders 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 duty to 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 is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Section 6.03. INDEMNIFICATION: MANDATORY AND PERMISSIVE PAYMENTS. (1) To the
--------------- --------- --- ---------- --------
extent that a director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 6.01 or 6.02, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(2) Any indemnification under Sections 6.01 or 6.02 (unless ordered by a
court) shall be made by the Corporation only as authorized in the specific case
upon a determination that
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indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
Section 6.01 and 6.02. Such determination shall be made in either of the
following ways:
(a) By the Board by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, except as a greater vote is
required by the Articles of Incorporation.
(b) If such quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion.
(c) By the Shareholders.
Section 6.04. INDEMNIFICATION: EXPENSE ADVANCES. Expenses incurred in defending
--------------- ------- --------
a civil or criminal action, suit or proceeding described in Sections 6.01 or
6.02 may be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding as authorized in the manner provided in Subsection
(2) of Section 6.03 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 is entitled to be indemnified by the
Corporation.
Section 6.05. INDEMNIFICATION: INSURANCE. The Corporation shall have the power
--------------- ---------
to 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
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corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have
power to indemnify him against such liability under Sections 6.01 to 6.04.
Article VII
SHARE CERTIFICATES
----- ------------
Section 7.01. FORM: SIGNATURE. The shares of the Corporation shall be
---- ---------
represented by certificates signed by the President, Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary of the Corporation, and may be
sealed with the seal of the Corporation or a facsimile thereof. The signatures
of the officers may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the Corporation itself or
its employee. In case an officer who has signed or whose facsimile signature has
been placed upon a certificate, ceases to be such officer before the certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer at the date of issue.
Section 7.02. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may, in its
-------- ------ --- ----------
discretion, appoint one or more banks or trust companies in the State of
Michigan and in such other state or states as the Board of Directors may deem
advisable, from time to time, to act as Transfer Agents and Registrars of the
shares of the Corporation; and upon such appointments being made, no certificate
representing shares shall be valid until countersigned
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by one of such Transfer Agents and registered by one of such Registrars.
Section 7.03. TRANSFER OF SHARES. Transfer of shares shall be made on the books
-------- -- ------
of the Corporation only upon written request by the person named in the
certificate, or by his attorney lawfully constituted in writing, and upon
surrender and cancellation of a certificate or certificates for a like number of
shares of the same class, with duly executed assignment and power of transfer
endorsed thereon or attached thereto, and with such proof of the authenticity of
the signatures as the Corporation or its agents may reasonably require.
Section 7.04. REGISTERED SHAREHOLDERS. 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 other distributions, and to vote as such
owner, and to hold liable for calls and assessments the person registered on its
books as the owner of shares, 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 it shall have express or other notice thereof, except as
otherwise provided by law.
Section 7.05. LOST CERTIFICATES. In case any certificate representing shares
---- ------------
shall be lost, stolen or destroyed, the Board of Directors, or any officer or
officers duly authorized by the Board of Directors, may authorize the insurance
of a substitute certificate in place of the certificate so lost, stolen, or
destroyed, and may cause or authorize such substitute certificate to be
countersigned by the appropriate Transfer Agent and
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registered by the appropriate Registrar. In each such case the applicant for a
substitute certificate shall furnish to the Corporation and to such of its
Transfer Agents and Registrars as may require to same, evidence to their
satisfaction, in their discretion, of the loss, theft or destruction of such
certificate and of the ownership thereof, and also such security or indemnity as
may by them be required.
Article VIII
MISCELLANEOUS
-------------
Section 8.01. FISCAL YEAR. The Board of Directors from time to time shall
------ ----
determine the fiscal year (or calendar year) of the Corporation.
Section 8.02. SIGNATURES ON NEGOTIABLE INSTRUMENTS. All bills, notes, checks or
---------- -- ---------- -----------
other instruments for the payment of money shall be signed or countersigned by
such officers or agents and in such manner as from time to time may be
prescribed by resolution of the Board of Directors, or may be prescribed by any
officer or officers, or any officer and agent jointly, duly authorized by the
Board of Directors.
Section 8.03. DIVIDENDS. Except as otherwise provided in the Article of
---------
Incorporation, dividends upon the shares of the Corporation may be declared and
paid as permitted by law in such amounts as the Board of Directors may determine
at any annual or special meeting.
Section 8.04. RESERVES. Before payment of any dividend, there may be set aside
--------
out of any funds of the Corporation available for
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dividends such sum or sums as the Board of Directors from time to time, in its
absolute discretion, deems 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 Board of Directors
deems conducive to the interest of the Corporation; and in its discretion the
Board of Directors may decrease or abolish any such reserve.
Section 8.05. SEAL. The corporate seal, if any, shall consist of two concentric
----
circles between which is the name of the Corporation and in the center of which
shall be inscribed "SEAL" and such seal as is impressed on the margin hereof is
hereby adopted as the corporate seal being manually impressed thereon; or a
facsimile thereof may be used in lieu of such manual impression, and when so
used shall be deemed to be the corporate seal if otherwise properly authorized.
Section 8.06. CORPORATE OFFICES. The registered office of the Corporation shall
--------- -------
be as provided in the Articles of Incorporation. The Corporation may also have
offices in such other places as the Board of Directors may from time to time
appoint, or the business of the Corporation requires. Such offices may be
outside of the State of Michigan.
Article IX
AMENDMENTS
----------
Section 9.01. POWER TO AMEND. These By-Laws may be amended, repealed or adopted
----- -- -----
by the holders of a majority of the shares entitled to vote in the election of
any directors or by a majority
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of the Board of Directors, then in office, except as a greater or lesser number
of shares or directors is required in the Articles of Incorporation for
shareholder action or action of the Board of Directors. Any By-Law adopted by
the Board of Directors may be amended or repealed by shareholders entitled to
vote thereon as herein provided; and any By-Law adopted by the shareholders may
be amended or repealed by the Board of Directors, except as limited by statute
and except when the shareholders have expressly provided otherwise with respect
to any particular By-Law or By-Laws. The notice of any special meeting of the
Board of Directors or the shareholders, as the case may be, at which action to
amend, repeal or adopt any By-Law or By-Laws is proposed to be taken, shall
include the text or a summary of each By-Law proposed to be repealed or adopted
or as it is proposed to be amended.
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MICROFILTRATION
AMENDMENTS TO THE BY-LAWS OF THE CORPORATION
ADOPTED BY THE BOARD OF DIRECTORS ON
March 31, 1998
1. First sentence of Article V, Section 5.01 of the By-laws is amended in its
entirety to read as follows:
Section 5.01. OFFICERS. The elected officers of the Corporation shall be a
Chairman and Chief Executive Officer, President, one or more Vice-
Presidents, a Secretary and a Treasurer.
2. Section 5.06 of the By-laws is amended in its entirety to read as follows:
Section 5.06. THE PRESIDENT. During the absence or disability of the
chairman of the board, or while that office is vacant, the president shall
preside over all meetings of the board of directors, of the shareholders
and of any executive committee, and shall perform all of the duties and
functions, and when so acting shall have all powers and authority, of the
chairman of the board. He or she shall be, ex officio, a member of all
standing committees. The president shall, in general, perform all duties
incident to the office of president and such other duties as may be
prescribed by the board of directors.
3. Section 5.07 of the By-laws is amended in its entirety to read as follows:
Section 5.07. CHAIRMAN OF THE BOARD OF DIRECTORS. If the board of directors
elects or appoints a chairman of the board, he or she shall be elected or
appointed by, and from among the membership of, the board of directors. He
or she shall preside at all meetings of the shareholders, of the board of
directors and of any executive committee. He or she shall perform such
other duties and functions as shall be assigned to him or her from time to
time by the board of directors. He or she shall be, ex officio, a member of
all standing committees. Except where by law the signature of the president
of the corporation is required, the chairman of the board of directors
shall possess the same power and authority to sign all certificates,
contracts, instruments, papers and documents of every conceivable kind and
character whatsoever in the name of and on behalf of the corporation which
may be authorized by the board of directors. During the absence or
disability of the president, or while that office is vacant, the chairman
of the board of directors shall exercise all of
the powers and discharge all of the duties of the president.
4. Article V of the By-laws is amended to add a new section 5.12 as follows:
Section 5.12. CHIEF EXECUTIVE OFFICER. Unless otherwise designated by the
board of directors, the chairman of the board shall be the chief executive
officer of the Corporation. The designation of the chief executive officer
may be changed at any special meeting of the board of directors. The
president shall be the chief executive officer whenever the office of
chairman of the board is vacant. The chief executive officer shall be
responsible to the board of directors for the general supervision and
management of the business and affairs of the corporation and shall see
that all orders and resolutions of the board are carried into effect.