Exhibit 3.36
BY-LAWS
OF
OPERATOR SPECIALTY COMPANY, INC.
ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Casnovia, County
of Kent State of Michigan.
Section 2. The corporation may also have offices at such other places as
the Board of Directors may from time to time appoint or the business of the
corporation may require, but in any event the Registered Office must be in the
State of Michigan.
ARTICLE II
STOCKHOLDERS
Section 1. All meetings of the stockholders shall be held at the office of
the corporation in Casnovia, Michigan, or such other place as designated by the
corporation.
Section 2. An annual meeting of stockholders, after the year shall be
held, on the 2nd of January in each year if not a legal holiday, and if a legal
holiday, then on the next secular day following, at eight o'clock p.m., when
they shall elect a Board of Directors, and transact such other business as may
properly be brought before the meeting.
Section 3. The holders of a majority of the stock issued and outstanding,
and entitled to vote thereat, present in person, or represented by proxy, shall
be requisite and shall constitute a quorum at all meetings of the stockholders
for the transaction of business except as otherwise provided by law, by the
Articles of Incorporation or by these By-Laws. If, however, such majority shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person, or by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of voting stock shall be
present. At such adjourned meeting at which the requisite amount of voting stock
shall be represented any business may be transacted which might have been
transacted at the meeting as originally notified.
Section 4. At any meeting of the stockholders every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and witnessed by one
witness. Each stockholder shall have one vote for each share of stock having
voting power, registered in his name on the books of the corporation, except
where the transfer books of the corporation shall have been closed or date shall
have been fixed as a record date for the determination of its stockholders
entitled to vote and except as the Articles of Incorporation otherwise provide.
Section 5. Written notice of the annual meeting shall be mailed to each
stockholder entitled to vote thereat at such address as appears on the stock
book of the corporation.
Section 6.
A. Annual Meetings. At least ten (10) days prior to the date fixed by
Section 1 of this Article for the holding of the annual meeting of shareholders,
written or printed notice stating the place, day and hour of the meeting shall
be delivered, either personally or by mail, to each shareholder of record
entitled to vote at such meeting.
B. Special Meetings. At least three (3) days prior to the date fixed for
the holding of any special meeting of shareholders, written notice of the time,
place and purposes of such meeting shall be delivered, either personally or by
mail, to each shareholder of record entitled to vote at such meeting. No
business not mentioned in the notice shall be transacted at such meeting.
Section 7. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, or
shareholders entitled to receive payment of any dividend, or entitled to receive
the allotment of rights or for the purpose of making necessary determinations in
connection with the change or conversion or exchange of capital stock, the Board
of Directors of the corporation may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case, sixty (60) days.
If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than sixty (60) days and, in
case of a meeting of shareholders, not less than ten (10) days prior to the date
on which the particular action, requiring such determination of shareholders, is
to be taken. If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of or to vote at
a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of shareholders
provided that such date shall in no case be more than sixty (60) days prior to
the date on which the particular action requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof. Nothing in this
Section shall affect the right of a shareholder and his transferee or transferor
as between themselves.
Section 8. A complete list of the stockholders entitled to vote at the
ensuing election, arranged in alphabetical order, with the residence of each,
and the number of voting shares held by each, shall be prepared by the Secretary
and filed in the office where the election is to be held, at least ten days
before every election, and shall at all times, during the usual hours for
business, be open to the examination of any stockholder entitled to vote at such
election and holding in the aggregate at least two (2%) percent of the
outstanding capital stock of the corporation, and during the whole time of said
election, be open to the examination of any registered stockholder or his proxy
who may be present.
Section 9. Special meetings of the stockholders, for any purpose, or
purposes, unless otherwise prescribed by statute, may be called by the President
or Vice President and shall be called by the President or Secretary at the
request in writing of a majority of the Board of
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Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding,
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 10. Business transacted at all special meetings shall be confined
to the objects stated in the call.
Section 11. Written notice of a special meeting of stockholders, stating
the time and place and purpose thereof shall be mailed, postage prepaid, at
least five days before such meeting, to each stockholder entitled to vote
thereat at such address as appears on the books of the corporation.
Section 12. Shares held by a minor may be voted by such minor in person or
by proxy and no such vote shall be subject to disaffirmance or avoidance, unless
prior to such vote the Secretary of the corporation has received written notice
or has actual knowledge that such shareholder is a minor.
Section 13. Shares held by an incompetent or spendthrift may be voted by
such incompetent or spendthrift in person or by proxy and no such vote shall be
subject to disaffirmance or avoidance, unless prior to such vote the Secretary
of the corporation has actual knowledge that such shareholder has been
adjudicated an incompetent or spendthrift or actual knowledge of filing of
judicial proceedings for appointment of a guardian.
Section 14. Shares registered in the names of two or more individuals who
are named in the registration as joint tenants may be voted in person or by
proxy signed by any one or more of such individuals if either (i) no other such
individual or his legal representative is present and claims the right to
participate in the voting of such shares or prior to the vote filed with the
Secretary of the corporation a contrary written voting authorization or
direction or written denial of authority of the individual present or signing
the proxy proposed to be voted or (ii) all such other individuals are deceased
and the Secretary of the corporation has no actual knowledge that the survivor
has been adjudicated not to be the successor to the interests of those deceased.
Section 15. At each election of Directors every shareholder entitled to
vote at such election shall have the right to vote in person or by proxy, the
number of shares owned by him for as many persons as there are Directors to be
elected and for whose election he has a right to vote, or to cumulate his votes
by giving one candidate as many votes as the number of such Directors multiplied
by the number of his shares shall equal, or by distributing such votes on the
same principle among any number of candidates. The entire number of Directors to
be elected shall be balloted for at one and the same time and not separately.
Section 16. Whenever any notice is required to be given to any shareholder
of the corporation under the provisions of these By-Laws or under provisions of
the Articles of Incorporation or under any provision of law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, or by
telegram, radiogram, or cablegram sent by them, whether before or after the
holding of the meeting, shall be deemed equivalent to the giving of such notice.
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Section 17. Any action required or premitted by the Articles of
Incorporation or By-Laws or any provision of law to be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof. Such consent shall have the
same effect as a unanimous vote of shareholders and may be stated as such in any
Articles or document filed with the Michigan Department of Commerce.
ARTICLE III
DIRECTORS
Section 1. The property and business of this corporation shall be managed
by its Board of Directors, which shall be decreased from time to time by an
amendment to these By-Laws. However, the number of Directors shall never be less
than one (1). The number of Directors of this corporation shall not be reduced
in case the votes of a sufficient number of shares recorded against such
proposed reduction, if cumulatively voted, would elect one or more Directors,
where the same number of shares if voted cumulatively would not be sufficient to
elect the same number of Directors so reduced.
Section 2. Each Director shall hold office until the next annual meeting
of the Stockholders following his nomination and until his successor shall be
elected and shall qualify.
Section 3. If the office of any Director or Directors becomes vacant by
reason of death, resignation, retirement, disqualification, removal from office,
or otherwise, the remaining Directors, though less than a quorum, shall choose a
successor or successors, who shall hold office until the next annual election
and until a successor or successors have been duly elected, unless sooner
displaced.
Section 4. At a special meeting of the shareholders of this corporation
called for the purpose of removing any Director, such Director may be removed
from office for cause by a vote of a majority of all the shares of stock
outstanding and entitled to vote, provided, however, that the shareholders shall
have the right to vote cumulatively on such removal and no Director shall be
removed if the number of votes recorded against his removal would be sufficient,
if cumulatively voted at an election of the entire Board of Directors to elect
one or more Directors. All such shares voted cumulatively against the removal of
a Director shall not be voted against the removal of any other Director during
the term of which the Board of Directors shall have been elected. No more than
one meeting of shareholders of this corporation shall be called for the purpose
of removing any individual Director during the term for which he is elected.
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.
Section 5. Any Director of the corporation may resign at any time with the
assent of a majority of the Board of Directors.
Section 6. Directors need not be residents of the State of Michigan or
shareholders of the corporation.
Section 7. A regular meeting of the Board of Directors shall be held
without other notice than this By-Law immediately after, and at the same place
as the initial meeting of incorporators and shareholders, and each annual
meeting of shareholders. The Board of
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Directors may provide, by resolution, the time and place, within or without the
State of Michigan, for the holding of additional regular meetings without other
notice than such resolution.
Section 8. Notice of any special meeting shall be given at least three
days previously thereto by written notice, stating the time, place, and purpose
or purposes of the meeting delivered personally or mailed or sent by telegram to
each Director at his business address. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Any
Director may waive notice of any meeting by written statement, telegram,
radiogram or cablegram sent by him, signed before or after the holding of the
meeting. The attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 9. A majority of the number of Directors fixed by Section 2 of
this Article III shall constitute a quorum for the transaction of business at
any meeting of the Board of Directors, but if less than such a majority is
present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice. If the number of Directors
shall consist of more than seven members, less than a majority but in no event
less than one-third of the members shall constitute a quorum.
Section 10. By resolution of the Board of Directors, the Directors may be
paid their expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as Director. No such payment shall
preclude any Director from serving the corporation in any other capacity and
receiving a compensation therefor.
Section 11. A Director of the corporation who is present at a meeting of
the Board of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the Secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the Secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a Director who voted in favor
of such action.
Section 12. The Board of Directors by resolution adopted by the
affirmative vote of a majority of the number of Directors may designate one or
more committees, each committee to consist of three or more Directors elected by
the Board of Directors, which to the extent provided in said resolution as
initially adopted, and as thereafter supplemented or amended by further
resolution adopted by a like vote, shall have and may exercise, when the Board
of Directors is not in session, the powers of the Board of Directors in the
management of the business and affairs of the corporation, except action in
respect to dividends to shareholders, election of the principal officers or the
filling of vacancies in the Board of Directors or committees created pursuant to
this Section. The Board of Directors may elect one or more of its members as
alternate members of any such committee who may take the place of any absent
member or members at any meeting of such committee, upon request by the
President or upon request by the
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Chairman of such meeting. Each such committee shall fix its own rules governing
the conduct of its activities and shall make such reports to the Board of
Directors of its activities as the Board of Directors may request.
Section 13. Any action required or permitted by the Articles of
incorporation or By-Laws or any provision of law to be taken by the Board of
Directors or Committee thereof at a meeting or by resolution may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the Directors or members of the committee then in
office.
Section 14. In addition to the powers and authorities by these By-Laws
expressly conferred upon it the Board of Directors may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the Articles of incorporation or by these By-Laws directed or required to
be exercised or done by the stockholders.
ARTICLE IV
OFFICERS
Section 1. The officers of the corporation shall be a President, a
Secretary and a Treasurer, each of whom shall be selected by the Board of
Directors. The Board of Directors may select a Chairman of the Board and one or
more Vice Presidents, Assistant Secretaries, and Assistant Treasurers, and may
also appoint such other officers and agents as they may deem necessary for the
transaction of the business of the corporation.
Section 2. The officers of the corporation to be elected by the Board of
Directors shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held immediately following each annual meeting
of the shareholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
Section 3. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interest of the corporation would be served thereby, but such removal shall
be without limitation on the right, if any, of the person so removed to recover
damages for breach of contract.
Section 4. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
Section 5. The Chairman of the Board of Directors shall be a Director of
the corporation, if elected, the Chairman of the Board, or failing his election,
the President, shall preside at all meetings of the shareholders and Directors
at which he is present. He shall be ex officio a member of all standing
committees and shall be Chairman of such committees as is determined by the
Board of Directors. Except as otherwise expressly delegated by the Board of
Directors or by these By-Laws to other officers or agents of the President of
the corporation, the
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Chairman of the Board may sign, swear to, execute, file, certify or acknowledge,
in place of the President, any documents, instruments, agreements, Articles,
statements, certificates, or reports, required or permitted to be signed, sworn
to, executed, filed, certified, or acknowledged by the President. He shall have
such other powers and duties as may from time to time be prescribed by the
By-Laws or by resolutions of the Board of Directors.
Section 6. The President shall be a Director of the corporation. The
President shall be the principal executive officer of the corporation and,
subject to the control of the Board of Directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall have
authority, subject to such rules as may be prescribed by the Board of Directors,
to appoint such agents and employees of the corporation as he shall deem
necessary, to prescribe their powers, duties and compensation, and to delegate
authority to them. Such agents and employees shall hold office at the discretion
of the President. He shall have authority to 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; and, except
as otherwise provided by law or the Board of Directors, he may authorize any
Vice President or other officer or agent of the corporation to sign, execute and
acknowledge such documents or instruments in his place and stead. In general, he
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time.
Section 7. The Vice President shall be a Director of the corporation. In
the absence of the President or in the event of his death, inability or refusal
to act, the Vice President shall perform the duties of the President, and when
so acting, shall have all the powers of and be subject to all the restrictions
upon the President. The Vice President shall perform such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors. When more than one Vice President has been selected by the Board of
Directors only one Vice President shall be required to be a Director of the
corporation, but only a Vice President who is a Director may perform the duties
of the President as provided in this By-Law.
Section 8. The Secretary shall: (a) keep the minutes of the shareholders'
and of the Board of Directors' meetings in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance with the
provisions of these By-Laws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents the execution of which on behalf of
the corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) have general charge of the stock transfer
books of the corporation; and (f) in general perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.
Section 9. If required by the Board of Directors, the Treasurer and any
Assistant Treasurer selected by the Board of Directors shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the Board of Directors shall determine. He shall: (a) have charge and custody of
and be responsible for all funds and securities of the corporation; receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks,
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trust companies or other depositaries as shall be selected in accordance with
the provisions of Article V of these By-Laws and (b) in general perform all of
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors.
Section 10. The Assistant Secretaries and Assistant Treasurers, if any,
selected by the Board of Directors, shall perform such duties and have such
authority as shall from time to time be delegated or assigned to them by the
Secretary or the Treasurer, respectively, or by the President or the Board of
Directors. The Board of Directors shall have the power to appoint any person to
perform the duties of an officer whenever for any reason it is impracticable for
such officer to act personally. Such acting officer so appointed shall have the
powers of and be subject to all the restrictions upon the officer to whose
office he is so appointed except as the Board of Directors may by resolution
otherwise determine.
Section 11. The salaries of the officers shall be fixed from time to time
by the Board of Directors and no officer shall be prevented from receiving such
salary by reason of the fact that he is also a Director of the corporation.
Section 12. Any two offices of the corporation except those of President
and Vice President may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity.
ARTICLE V
SPECIAL CORPORATE ACTS
Section 1. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract, to execute and deliver any
instrument, or to acknowledge any instrument required by law to be acknowledged
in the name of and on behalf of the corporation. Such authority may be general
or confined to specific instances but the appointment of any person other than
an officer to acknowledge an instrument required by law to be acknowledged
should be made by instrument in writing. When the Board of Directors authorizes
the execution of a contract or of any other instrument in the name of and on
behalf of the corporation, without specifying the executing officers, the
President or Vice President, and the Secretary may execute the same and may
affix the corporate seal thereto.
Section 2. 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 of the Board of Directors. Such authority may be general or confined
to specific instances. No loan or advance to or overdraft or withdrawal by an
officer, Director or shareholder of the corporation otherwise than in the
ordinary and usual course of the business of the corporation, and on the
ordinary and usual terms of payment and security shall be made or permitted
unless each such transaction shall be approved by a vote of two-thirds (2/3) of
the members of the Board of Directors excluding any Director involved in such
transaction and a full and detailed statement of all such transactions and any
payments shall be submitted at the next annual meeting of shareholders and the
aggregate amount of such transactions less any repayments shall be stated in the
next annual report to shareholders.
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Section 3. 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, but not to be counted as
voting upon the matter or in calculating the majority of such quorum necessary
to carry such vote. 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.
ARTICLE VI
CERTIFICATES OF STOCK AND THEIR TRANSFER
Section 1. The certificates of stock of the corporation shall be numbered
and shall be entered in the books of the corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be signed by the
Chairman of the Board or the President or a Vice President and the Treasurer or
an assistant Treasurer, or the Secretary or an assistant Secretary. The
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set forth
in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock.
Section 2. The seal of the corporation on any certificates for shares may
be a facsimile. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or an employee of
the corporation.
Section 3. Prior to due presentment of a certificate for shares for
registration of transfer 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 power of an 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 compliance with such other regulations as may be prescribed
under the authority of the Board of Directors.
Section 4. The face or reverse side of each certificate representing
shares shall bear a conspicuous notation of any restriction imposed by the
corporation upon the transfer of such shares.
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Section 5. Any person claiming a certificate of stock to be lost or
destroyed, shall make an affidavit or affirmation of that fact, and the Board of
Directors may, in its discretion, require the owner of the lost or destroyed
certificate or his legal representative, to give the corporation a bond, in such
sum as it may direct, not exceeding double the value of the stock, to indemnify
the corporation against any claim that may be made against it on account of the
alleged loss of any such certificate; a new certificate of the same tenor and
for the same number of shares as the one alleged to be lost or destroyed, may be
issued without requiring any bond when, in the judgment of the Directors, it is
proper to do so.
Section 6. 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 than 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. When
payment of the consideration for which shares are to be issued shall have been
received by the corporation, such shares shall be deemed to be fully paid and
nonassessable by the corporation. No certificate shall be issued for any share
until such share is fully paid.
Section 7. The Board of Directors shall have the power and authority to
make all such further rules and regulations not inconsistent with the statutes
of the State of Michigan as it may deem expedient concerning the issue, transfer
and registration of certificates representing shares of the corporation.
ARTICLE VII
INDEMNIFICATION
The corporation shall indemnify any Director or officer, or former
Director or officer of the corporation or any person who may have served at its
request as a Director or officer of another corporation in which it owns shares
of capital stock, or of which it is a creditor, against reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense of any civil, criminal or administrative action,
suit or proceeding in which he is made a party or with which he is threatened by
reason of being or having been or because of any act as such Director or
officer, within the course of his duties or employment, except in relation to
matters as to which he shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of his duties. The
corporation may also reimburse any Director or officer for the reasonable costs
of settlement of any such action, suit or proceeding, if it shall be found by a
majority of a committee composed of the Directors not involved in the matter in
controversy (whether or not a quorum) that it was to the interests of the
corporation that such settlement be made and that such Director or officer was
not guilty of negligence or misconduct. The right of indemnification herein
provided shall extend to the estate, executor, administrator, guardian and
conservator of any deceased or former Director or officer or person who himself
would have been entitled to indemnification. Such rights of indemnification and
reimbursement shall not be deemed exclusive of any other rights to which such
Director or officer may be entitled under any statute, agreement, vote of
shareholders, or otherwise.
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ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare dividends upon the
outstanding stock of the corporation, subject to the provisions of the Articles
of Incorporation if any, and pursuant to the Michigan Business Corporation Act
as amended.
ARTICLE IX
SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal."
ARTICLE X
AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted either by the affirmative vote of the shareholders representing a
majority of all the shares issued and outstanding, at any annual or special
shareholders' meeting or by the affirmative vote of the majority of the Board of
Directors at any regular or special meeting, if a notice setting forth the terms
of the proposal has been given in accordance with the notice requirements for
special meetings of shareholders or for special meetings of Directors, whichever
may be applicable. The Board of Directors may make and alter all By-Laws, except
those By-Laws fixing their number, qualifications, classifications, or term of
office; provided, that any By-Law amended, altered or repealed by the Directors
as provided herein may thereafter be amended, altered, or repealed by the
shareholders.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of
___________ in each year.
These By-Laws were adopted as and for the By-Laws of OPERATOR SPECIALTY
COMPANY, INC., a Michigan corporation, at the First Meeting of incorporators and
at the First Meeting of the Board of Directors held on the 25th day of October
1975 and at the First Meeting of the Stockholders held on the 25th day of
October 1975.
/s/ Jerome Trupiano
__________________________
Jerome Trupiano, Secretary
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