EXHIBIT 3.31
MICHIGAN PSYCHIATRIC SERVICES, INC.
Consent of Sole Director
Pursuant to Section 21.200(525)
of the Business Corporation Act
of the State of Michigan
-------------------------------
The undersigned, being the sole director of MICHIGAN PSYCHIATRIC
SERVICES, INC., a Michigan corporation (the "Corporation"), does hereby consent
to, authorize, approve and adopt the resolutions attached hereto as Exhibit A.
IN WITNESS WHEREOF, the undersigned has executed this Consent as of the
8th day of December, 1987.
/s/ Thomas M. Haythe
--------------------
Thomas M. Haythe
EXHIBIT A
RESOLVED, that the following persons be, and they hereby are, approved
to hold the offices set forth opposite their respective names, to serve from
12:02 P.M., December 8, 1987, and thereafter at the pleasure of the Board of
Directors:
<Table>
<Caption>
Name Office
---- ------
Robert E. Galloway President and Chairman of the Board
Joanne E. Boyd Vice President and Secretary
Thomas M. Haythe Vice President and Assistant Secretary
</Table>
; and it is
FURTHER RESOLVED, that the By-laws of the Corporation are hereby
amended by deleting Sections 6 and 7 of Article IX thereof in its present form
and substituting therefor a new Section 6 and 7 of Article IX thereof in the
following form:
"CHAIRMAN OF THE BOARD
Section 6. The chairman of the board shall, subject to the direction of
the board of directors, supervise and control the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the board of directors.
Section 7. He may sign certificates for shares of the corporation and
deeds, mortgages, bonds, contracts, or other instruments on behalf of the
corporation, except where required by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly delegated
by the board of directors to some other officer or agent of the corporation. In
general, he shall perform all duties incident to the office of chairman of the
board and such other duties as may be prescribed by the board of directors."
; and it is
FURTHER RESOLVED, that the By-laws of the Corporation are amended by
deleting Section 8 of Article IX thereof in its present form and substituting
therefor a new Section 8 of Article IX thereof in the following form:
"PRESIDENT
SECTION 8. The President shall be the chief 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, when present, preside at all meetings of the shareholders and of the
Board of Directors. He may sign, with the Secretary or any other proper officer
of the Corporation thereunto authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these By-Laws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general, 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."
; and it is
FURTHER RESOLVED, that the resignation of Thomas M. Haythe as the sole
Director of the Corporation be, and it hereby is, accepted, effective at 12:02
P.M., December 8, 1987; and it is
FURTHER RESOLVED, that three Directors shall constitute the whole Board
of Directors of the Corporation, effective at 12:02 P.M., December 8, 1987; and
it is
FURTHER RESOLVED, that, effective at 12:02 P.M., December 8, 1987,
Robert E. Galloway, Joanne E. Boyd and Thomas M. Haythe, be, and they hereby
are, elected to serve as Directors of the Corporation until the next annual
meeting of the stockholders of the Corporation or until their successors are
elected and shall have duly qualified.
WHEREAS, Healthcare Services of America, Inc., a Delaware corporation
and the holder, directly or indirectly, of all of the outstanding capital stock
of the Corporation (the "Parent"), is entering into an Amended Credit Agreement
(the "Amended Credit Agreement") with Bank of America National Trust and Savings
Association, in its capacity as General Agent and in its separate capacity as a
Bank, Security Pacific National Bank, in its capacity as Collateral Agent and in
its separate capacity as a Bank, and the other banks named therein (the banks
parties thereto collectively referred to as the "Banks"), pursuant to which the
Parent and the Banks have agreed to the restructuring (the "Restructuring") of
the Parent's debt to the Banks;
WHEREAS, it is a condition precedent to the Restructuring under the
Amended Credit Agreement that the Corporation execute and deliver a consent and
confirmation, substantially in the form attached to the draft of the Amended
Credit Agreement dated December 16, 1987 (the "Consent"), in favor of the Banks
with respect to the security documents previously executed by the Corporation in
favor of the Banks; and
WHEREAS, the Restructuring and the other transactions contemplated by
the Amended Credit Agreement will result in a direct economic benefit to the
Corporation,
NOW, THEREFORE, BE IT RESOLVED, that this Board of Directors hereby
approves the form, terms and provisions of the Consent, substantially in the
form attached to the December 16, 1987 draft of the Amended Credit Agreement
previously delivered to the members of this Board of Directors, together with
such changes therein as the officers of the Corporation executing the same may
approve upon the advice of counsel (such approval to be conclusively evidenced
by their execution and delivery thereof); and it is
FURTHER RESOLVED, that the appropriate officers of the Corporation,
including without limitation the Chairman of the Board, the President and any
Vice President of the Corporation be, and they hereby individually are,
authorized and empowered on behalf of the Corporation to execute and deliver the
Consent, together with such other documents as may be necessary or appropriate
in connection with the Restructuring and the transactions contemplated thereby,
in such form as may be approved by the officers executing the same; and it is
FURTHER RESOLVED, that the appropriate officers of the Corporation be,
and they hereby individually are, authorized and empowered to take such further
action and to execute and deliver on behalf of the Corporation such additional
documents, instruments and agreements as may be necessary or appropriate to
effectuate the intent of the Amended Credit Agreement and the transactions
contemplated thereby.
MICHIGAN PSYCHIATRIC SERVICES, INC,
Consent of Sole Shareholder
Pursuant to Section 21.200(407)(1)
of the Business Corporation Act
of the State of Michigan
----------------------------------
The undersigned, being the sole shareholder of MICHIGAN PSYCHIATRIC
SERVICES, INC., a Michigan corporation (the "Corporation"), does hereby consent
to, authorize, approve and adopt the resolutions attached hereto as Exhibit A.
IN WITNESS WHEREOF, the undersigned has executed this Consent as of
this 8th day of December, 1987.
HEALTHCARE SERVICES OF AMERICA, INC.
/s/ Joanne E. Boyd
------------------------------------
Secretary
and Vice President-Legal
EXHIBIT A
RESOLVED, that the present Director of the Corporation be, and he
hereby is, removed; and it is
FURTHER RESOLVED, that, effective at 12:01 P.M., December 8, 1987,
Thomas M. Haythe be, and he hereby is, elected to serve as the sole Director of
the Corporation until the next annual meeting of the stockholders of the
Corporation or until his successor is elected and shall have duly qualified
; and it is
FURTHER RESOLVED, that the By-laws of the Corporation are hereby
amended by deleting the Section 1 of Article IV thereof in its present form and
substituting therefor a new Section 1 of Article IV therein in the following
form:
"Section 1. The number of Directors which shall constitute the whole
Board shall be not less than one (1) nor more than eight (8). Within such
limits, the number of Directors may be fixed from time to time by vote of the
stockholders or of the Board of Directors, at any regular or special meeting,
subject to the provisions of the Certificate of Incorporation. Directors need
not be stockholders. Directors shall be elected at the annual meeting of
stockholders of the Corporation, except as provided in Section 2 of this
Article, to serve until the next annual meeting of stockholders and until their
respective successors are duly elected and have qualified."
ACTION BY WRITTEN CONSENT
OF THE
SOLE SHAREHOLDER
OF
MICHIGAN PSYCHIATRIC SERVICES, INC.
IN LIEU OF A MEETING
The undersigned, being the sole shareholder of Michigan Psychiatric
Services, Inc., a Michigan corporation (hereinafter the "corporation"), acting
by written consent in lieu of a meeting of the shareholders, does hereby adopt
the following resolutions:
RESOLVED, that each director of the corporation be, and they each
hereby are, removed as directors of the corporation;
RESOLVED, that the by-laws of the corporation be amended to provide
that there shall be one (1) director of the corporation; and
RESOLVED, that Michael D. Murphy, M.D. be, and he hereby is, elected as
the sole director of the corporation to serve until the next annual meeting of
the shareholders of the corporation and until his successor has been duly
elected and qualified or until he resigns or is removed.
DATED this 30th day of July, 1987.
HEALTHCARE SERVICES OF AMERICA, INC.
BY: /s/ Michael D. Murphy, M.D.
--------------------------------
Michael D. Murphy, M.D.
Its: President and Proxy
UNANIMOUS CONSENT OF THE BOARD OF DIRECTORS
OF
MICHIGAN PSYCHIATRIC SERVICES, INC.
The undersigned, constituting all of the members of the Board of
Directors (the "Board") of Michigan Psychiatric Services, Inc. (the "Company") a
Michigan corporation, acting pursuant to Section 21.200(525) of the Michigan
General Corporation Code, hereby adept the following resolutions as the action
of the Board by unanimous consent in lieu of a meeting and direct that this
written consent be placed in the minutes of the proceedings of the Board:
RESOLVED that Article IX, Section 1 of the Bylaws of the Company shall
be and the same is hereby amended to read as follows:
"Section 1. The board of directors at the regular annual meeting
thereof shall elect a Chairman of the Board and a President; and, if it
so chooses, the board of directors may elect one or more Vice
Presidents, with such designation, if any, as the board of directors
may determine, and such other officers, including, but not limited to,
a Treasurer, a Secretary, and one or more Assistant Secretaries, as the
board of directors may choose."; and
PROVIDED FURTHER that the following persons shall be, and they are each
hereby, appointed and elected to serve in the offices of the Company set forth
below opposite their names at the pleasure of the Board until the meeting of the
Board following the next annual meeting of the shareholders of the Company or
until the successor of each such officer has been elected and qualified.
Charles A. Speir Chairman of the Board
Thomas M. Rodgers, Jr. President
Dated and effective this 1st day of November, 1986.
/s/ Charles A. Speir
--------------------------
CHARLES A. SPEIR
/s/ Thomas M. Rodgers, Jr.
--------------------------
THOMAS M. RODGERS, JR.
/s/ Ronald V. Norris, M.D.
--------------------------
RONALD V. NORRIS, M.D.
/s/ Arthur P. Bolton, III
--------------------------
ARTHUR P. BOLTON, III
BYLAWS OF MICHIGAN PSYCHIATRIC SERVICES, INC.
a Michigan Corporation
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Detroit, Wayne
County, Michigan, or such other place as may be designated as the registered
office by the board of directors.
Section 2. The corporation may also have offices at such other places
both within and without the State of Michigan as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. All meetings of shareholders shall be held at the registered
office of the corporation or at such other place either within or without the
State of Michigan as may be designated from time to time by the board of
directors.
Section 2. Annual meetings of shareholders, commencing with the year
1984, shall be held on the first Tuesday of the fourth month of each fiscal year
of the corporation if such date is not a legal holiday. If such date is a legal
holiday, then the annual meeting shall be held on the next secular day following
at such time as determined by the board of directors. At the annual meeting
the shareholders shall elect by a plurality vote a board of directors and
transact such other business as may properly be brought before the meeting.
Section 3. Special meetings of the shareholders may be held at such
time and place within or without the State of Michigan as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 4. Special meetings of shareholders may be called at any time
for any purpose or purposes by the board of directors or by such other person as
may be authorized by law.
Section 5. Written notice of the time, place and purposes of a meeting
of shareholders shall be given not less than ten nor more than sixty days before
the date of the meeting, either personally or by mail, to each shareholder of
record entitled to vote at the meeting.
Section 6. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.
ARTICLE III
QUORUM AND VOTING OF STOCK
Section 1. The holders of a majority of the shares of stock issued and
outstanding and entitled to vote, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. The shareholders present in person or by proxy at such meeting
may continue to do business until adjournment, notwithstanding the withdrawal of
enough
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shareholders to leave less than a quorum. Whether or not a quorum is present,
the meeting may be adjourned by a vote of the shares present. When the holders
of a class or series of shares are entitled to vote separately on an item of
business, this section applies in determining the presence of a quorum of such
class or series for transaction of the item of business.
Section 2. If a quorum is present, the affirmative vote of a majority
of the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is required
by law or by the articles of incorporation.
Section 3. Each outstanding share of stock having voting power shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact.
In all elections for directors, every shareholder entitled to vote
shall have the right to vote, in person or by proxy, the number of shares of
stock owned by him for as many persons as there are directors to be elected.
Section 4. Any action required or permitted to be taken at an annual or
special meeting of the shareholders may be taken without a meeting, without
prior notice and without vote, if a consent in writing setting forth the action
so taken is signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take the action
at a meeting at which all shares entitled to vote thereon were present and
voted.
3
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.
ARTICLE IV
DIRECTORS
Section 1. The number of directors shall not be less than three nor
more than fifteen. Directors need not be residents of the State of Michigan nor
shareholders of the corporation. The first board shall consist of eight
directors. Thereafter, within the limits above specified, the number of
directors shall be determined by resolution of the board of directors or by the
shareholders at the annual meeting. The directors shall be elected by the
shareholders, except as provided in Section 2 of this Article, and shall hold
office for the terms for which they are elected and until their successors are
elected and qualified.
Section 2. Any vacancy occurring on the board of directors may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the board of directors. A directorship to be filled
because of an increase in the number of directors or because of a vacancy may be
filled by the board for a term of office continuing only until the next election
of directors by the shareholders.
Section 3. The business and affairs of the corporation shall be managed
by its board of directors which may exercise all powers and do all lawful acts
and things except those which are required by statute or by the articles of
incorporation or by these bylaws to be exercised or done by the shareholders.
4
Section 4. The directors may keep the books of the corporation outside
of the State of Michigan at such place or places as they may from time to time
determine.
Section 5. The board of directors, by the affirmative vote of a
majority of the 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 V
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Regular or special meetings of the board of directors may be
held either within or without the State of Michigan.
Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or the meeting may convene at such
place and time as shall be fixed by the consent in writing of all the directors.
Section 3. Regular meetings of the board of directors may be called by
the chairman of the board on ten days' notice to each director, either
personally or by mail or by telegram; special meetings shall be called by the
chairman of the board or secretary on like notice on the written request of two
directors.
5
Section 4. Attendance of a director at a meeting constitutes a waiver
of notice of the 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. Neither the business to be
transacted at nor the purpose of a regular or special meeting need be specified
in the notice or waiver of notice of the meeting.
Section 5. A majority of the members of the board then in office
constitutes a quorum for transaction of business, unless the articles of
incorporation provide for a larger or smaller number. The vote of the majority
of members present at a meeting at which a quorum is present constitutes the
action of the board unless the vote of a larger number is required by statute,
the articles of incorporation or these bylaws. If a quorum shall not be present
at any meeting of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the meeting
until a quorum shall be present.
Section 6. Unless otherwise provided by the articles of incorporation,
action required or permitted to be taken pursuant to authorization voted at a
meeting of the board may be taken without a meeting, if, before or after the
action, all members of the board consent thereto in writing. The written
consents shall be filed with the minutes of the proceedings of the board. The
consent has the same effect as a vote of the board for all purposes.
6
ARTICLE VI
EXECUTIVE COMMITTEE
Section 1. There shall be an executive committee of the board of
directors which may exercise all the powers and authority of the board of
directors in the management of the business and affairs of the corporation.
However, the executive committee shall not have the power to amend the articles
of incorporation or to amend the bylaws or to fill vacancies on the board of
directors or to fix the compensation of directors or to adopt an agreement of
merger or consolidation or to recommend to shareholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets or
to recommend to shareholders a dissolution of the corporation or a revocation of
a dissolution. The executive committee may declare a dividend or authorize the
issuance of stock. The executive committee may make recommendations to the board
of directors with respect to any matter it considers appropriate for board
action and may advise the board of directors in any matter on which the
committee considers the advice to be appropriate. All action by the executive
committee shall be reported orally or in writing to the next meeting of the
board of directors, except as the board may waive compliance with this
requirement. The board of directors may reconsider any action by the executive
committee and take action thereon, provided that no such reconsideration shall
adversely affect the rights of third parties who have acted in reliance on
action of the executive committee taken in accordance with the authority
conferred by these bylaws.
7
Section 2. The executive committee shall consist of the chairman of the
board and the president and such other directors as shall be elected to the
committee by the board of directors.
Section 3. Members of the executive committee shall be elected annually
by the board of directors at its first meeting following the annual meeting of
the shareholders and may be elected at any meeting of the board. Members of the
executive committee shall serve at the pleasure of the board.
Section 4. The executive committee shall meet at the call of the
chairman of the board at such time and place as he shall appoint, unless a
different meeting place or time shall be directed or approved by a majority of
the members of the committee. Reasonable notice of the time and place of meeting
shall be given by the chairman of the board, orally or in writing; such notice
can be waived orally or in writing by any member of the committee and shall be
waived by attendance at the meeting without objection to the manner of notice.
No notice need be given of adjourned meetings. A majority of the members of the
committee shall constitute a quorum at all meetings, and the vote of a majority
of the members present at any meeting shall be the action of the committee.
Members of the committee 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, and such participation
constitutes presence at the meeting. Action by the committee may be taken
without a meeting if, before or after the action, all members of the committee
consent thereto in writing.
8
ARTICLE VII
COMMITTEES
Section 1. In addition to the executive committee, the board may
designate one or more other committees, each such committee to consist of one or
more of the directors. The board may designate one or more directors as
alternate members of such a committee who may replace an absent or disqualified
member at a meeting of the committee, in the absence or disqualification of a
member of a committee, the members thereof present at a meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the board to act at the meeting in place
of such an absent or disqualified member. Each such committee and each member
thereof shall serve at the pleasure of the board. Each such committee may, to
the extent provided in the resolution of the board or in the bylaws, exercise
powers and authority of the board in management of the business and affairs of
the corporation subject to any limitations by statute or by the articles of
incorporation.
ARTICLE VIII
NOTICES
Section 1. When a notice or communication is required or
permitted to be given by mail, it shall be mailed, except as otherwise provided
by statute, to the person to whom it is directed at the address designated by
him for that purpose. If no address is designated, such notice or communication
shall be mailed to his last known address. The notice or communication is given
when deposited, with postage
9
thereon prepaid, in a post office or official depository under the exclusive
care and custody of the United states postal service. The mailing shall be
registered, certified or sent by other first class mail except where otherwise
provided by statute.
Section 2. When, under statutory requirement or the articles of
incorporation or these bylaws or by the terms of an agreement or instrument, a
corporation or the board or any committee thereof may take action after notice
to any person or after the lapse of a prescribed period of time, the action may
be taken without notice and without a lapse of the period of time, if at any
time before or after the action is completed the person entitled to notice or to
participation in the action to be taken or, in the case of a shareholder, the
shareholder's attorney-in-fact submits a signed waiver of such requirements.
ARTICLE IX
OFFICERS
Section 1. The officers of the corporation shall be appointed by the
board of directors and shall be a chairman of the board, a president, one or
more vice-presidents, a secretary, a treasurer and such other officers as may be
determined by the board.
Section 2. The board of directors at its first meeting after each
annual meeting of shareholders shall choose a chairman of the board, a
president, one or more vice-presidents, a secretary, and a treasurer, none of
whom except the chairman of the board and the president need be a member of the
board of directors.
10
Section 3. The board of directors may appoint such other officers,
assistant officers, employees and agents as it deems necessary and may prescribe
their powers and duties.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. An officer elected or appointed shall hold office for the
term for which he is elected or appointed and until his successor is elected or
appointed and qualified, or until his resignation or removal. An officer elected
or appointed by the board may be removed by the board with or without cause.
CHAIRMAN OF THE BOARD
Section 6. The chairman of the board shall be the chief executive
officer of the corporation, shall preside at all meetings of the shareholders
and the board of directors, shall have general and active management of the
business of the corporation and shall see that all orders and resolutions of the
board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
11
THE PRESIDENT
Section 8. The president shall be the chief operating officer of the
corporation and shall have the general powers and management usually vested in
the chief operating officer of a corporation. The president shall, upon the
direction of the chairman of the board or upon the disability of the chairman of
the board, perform the duties and exercise the powers of the chairman of the
board. The president shall perform such other duties as the board of directors
may prescribe.
THE VICE-PRESIDENTS
Section 9. The vice-president or, if there shall be more than one, the
vice-presidents in the order determined by the board of directors 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 and have such other
powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 10. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give or cause to be given notice of all meetings of the
shareholders and special meetings of the board of directors and shall perform
such other duties as may be prescribed by the board of directors or chairman of
the board, under whose supervision he shall be. He shall have custody of the
corporate
12
seal of the corporation, and he or an assistant secretary shall have authority
to affix the same to any instrument requiring it, and when so affixed, it may be
attested by his signature or by the signature of such assistant secretary. The
board of directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.
Section 11. The assistant secretary or, if there be more than one, the
assistant secretaries in the order determined by the board of directors shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary and shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 12. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to 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.
Section 13. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the chairman of the board and the board of
directors, at its regular meetings or when the board of directors so requires,
an account of all his transactions as treasurer and of the financial condition
of the corporation.
13
Section 14. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 15. The assistant treasurer or, if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
ARTICLE X
CERTIFICATES' FOR SHARES
Section 1. The shares of the corporation shall be represented by
certificates signed by the chairman of the board 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 this state, the name of the person to whom 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
14
without par value and shall set forth on its face or back or state that the
corporation will furnish to a shareholder upon request and without charge a full
statement of the designation, relative rights, preferences and limitations of
the shares of each class authorized to be issued, and if the corporation is
authorized to issue any class of shares in series, the designation, relative
rights, preferences and limitations of each series so far as the same have been
prescribed and the authority of the board to designate and prescribe the
relative rights, preferences and limitations of other series.
Section 2. 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 any 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 its
issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation alleged
to have been lost or destroyed, and the board may require the owner of the lost
or destroyed certificate or his legal representative to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on the account of the alleged lost or destroyed certificate or the
issuance of such a new certificate.
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TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession,, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, the
old certificate cancelled, and the transaction recorded upon the books of the
corporation.
FIXING OF RECORD DATE
Section 5. For the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders or an adjournment thereof or
to express consent to 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 board of
directors may fix in advance a date as the record date for any such
determination of shareholders. The date shall not be more than sixty nor less
than ten days before the date of the meeting, nor shall the date be more than
sixty days before any other action. If a record date is not fixed, 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 next preceding
the day on which notice is given or, if no notice is given, the day next
preceding the day on which the meeting is held. The record date for determining
shareholders for any purpose shall be the close of business on the day on which
the resolution of the board relating thereto is adopted. When a determination of
shareholders of record entitled to notice of or to vote at a
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meeting of shareholders has been made, the determination applies to any
adjournment of the meeting, unless the board fixes a new record date for the
adjourned meeting.
REGISTERED SHAREHOLDERS
Section 6. For the purpose of determining shareholders entitled to vote
or receive payment of a dividend or allotment of a right, the corporation shall
be authorized to accept the list of shareholders made and certified by the
officer or agent having charge of the stock transfer books as prima facie
evidence as to who are such shareholders on the designated record date.
LIST OF SHAREHOLDERS
Section 7. The officer or agent having charge of the stock transfer
books for shares of a 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. Such list
shall 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 to vote
at the meeting. A person who is a shareholder of record of the corporation may,
upon at least ten days' written demand, examine for any proper purpose in person
or by agent or attorney, during usual business hours, the minutes of
shareholders' meetings and record of
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shareholders of the corporation and make extracts therefrom at the place where
they are kept.
ARTICLE XI
DIVIDENDS
Section 1. The board of directors or the executive committee may
declare any pay dividends or make other distributions in cash, bonds or property
of the corporation, including the shares or bonds of other corporations, on the
outstanding shares of the corporation, except when currently the corporation is
insolvent or would thereby be made insolvent or when the declaration, payment or
distribution would be contrary to any statutory restriction or restriction
contained in the articles of incorporation.
Section 2. Before payment of any dividend, the board of directors or
executive committee may create reserves from the earned surplus or capital
surplus of the corporation for any proper purpose and may increase, decrease or
abolish any such reserve.
CHECKS
Section 3. All checks or demands for money and notes 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.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
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SEAL
Section 5. The corporate seal shall have inscribed thereon the name of
the corporation and the words "Corporate Seal, Michigan". The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.
ARTICLE XII
AMENDMENTS
Section 1. These bylaws may be amended or repealed or new bylaws may be
adopted by the shareholders or board of directors except as may be provided in
the articles of incorporation. The shareholders may prescribe in these bylaws
that any bylaw made by them shall not be altered or repealed by the board of
directors. Amendment of the bylaws by the board of directors requires a vote of
not less than a majority of the members of the board then in office.
ARTICLE XIII
DIRECTORS' ANNUAL STATEMENT
Section 1. At least once in each year the board of directors shall
cause a financial report of the corporation for the preceding fiscal year to be
made and distributed to each shareholder thereof within three months after the
end of the fiscal year. The report shall include the corporation's statement of
income, its year-end balance sheet and, if prepared by the corporation, its
statement of source and application of funds and such other information as may
be required by statute.
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FINANCIAL STATEMENT TO SHAREHOLDERS
Section 2. Upon written request of a shareholder, the corporation shall
mail to the shareholder its balance sheet as at the end of the preceding fiscal
year, its statement of income for such fiscal year, and, if prepared by the
corporation, its statement of source and application of funds for such fiscal
year.
ARTICLE XIV
INDEMNIFICATION
Section 1. The corporation, acting by its board of directors, shall
have power to indemnify any or all of its directors, officers, agents,
employees, and committee members, and persons who are serving at the request of
the corporation in those capacities for another corporation, partnership, joint
venture, trust or other enterprise, at any time in office or while serving,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, and including actions or suits by or
in the right of the corporation, related to such persons being or serving in the
manner and capacity above described to the extent permitted by the laws of the
State of Michigan as now or hereafter in effect. Nothing herein provided shall
affect any rights to indemnification to which any persons may be entitled by
contract or otherwise by law. The corporation, acting by its board of directors,
shall have power to purchase and maintain insurance on behalf of any of the
persons above described or otherwise. The corporation, acting by
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its board of directors, shall to the extent permitted by the laws of the State
of Michigan as now or hereafter in effect have power to pay expenses and
liabilities incurred by or on behalf of any of the persons above described in
connection with any threatened or pending action, suit or proceeding in advance
of the final disposition of such action, suit or proceeding as authorized by the
laws of the State of Michigan. All rights of indemnification shall inure to the
benefit of the heirs, executors, administrators and assigns of the person
involved.
REIMBURSEMENT TO CORPORATION OF DISALLOWED EXPENSES
Section 2. Any payment made to an officer of the corporation as salary,
commission, bonus, interest, rent, or as reimbursement for an expense incurred
by him on behalf of the corporation, which is disallowed in whole or in part as
a deductible expense to the corporation 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 board of directors to enforce payment
of each such amount disallowed. In lieu of payment by the officer, subject to
the determination of the board of directors, proportionate amounts may be
withheld from future compensation payments to the officer until the amount owed
to the corporation has been recovered.
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