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EX-3.20
17
EXHIBIT 3.20
BYLAWS
OF
EPMR CORPORATION
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders shall be held
in each year on or before ninety (90) days after the expiration of the fiscal
year of the Corporation for the purpose of electing Directors and of transacting
such other business as may properly be brought before the meeting.
Section 2. Delayed Annual Meeting. If for any reason the annual meeting of the
shareholders shall not be held within the period hereinbefore designated, such
meeting may be called and held as a special meeting and the same proceedings may
be had thereat at an annual meeting.
Section 3. Special Meetings. Special meetings of shareholders may be called at
any time by the President, by a majority of the Board of Directors, or by
shareholders holding together at least one-fourth in number of the total
outstanding shares of any class of stock entitled to vote at such meeting. At a
special meeting of shareholders, no business shall be transacted and no
corporate action shall be taken other than that stated in the notice of the
meeting.
Section 4. Place of Meetings. Unless and until otherwise provided by the Board
of Directors every annual meeting of the shareholders and every other meeting of
shareholders shall be held at the registered office of the Corporation, but the
Board of Directors may from time to time provide for the holding of any annual
or special meeting of shareholders at such other place within or without the
State of Michigan, as the Board shall by resolution determine.
Section 5. Notice of Meeting. Written notice of the time and place, and in the
case of special meetings the purpose
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or purposes of every such meeting shall be given to each shareholder entitled to
vote at the meeting by mailing the same, at least ten (10) days before the
meeting, to each shareholder of the Corporation at his address as the same
appears on the books of the Corporation. No notice need be given to any
shareholder who is present in person or is represented by proxy at the meeting.
All notices required to be given by any provision of these By-Laws shall state
the authority pursuant to which they are issued, as "by order of", the
"President", "Board of Directors" or "shareholders", as the case may be. When a
notice is served by mail such notice shall be deemed duly served when the same
has been deposited in the United States mail with postage fully prepaid, plainly
addressed to the sendee at his, her or its last address appearing upon the stock
ledger of the Corporation.
Section 6. Quorum. At any meeting of the shareholders, the holders of a majority
in number of all of the shares of each class of the capital stock of the
Corporation issued and outstanding, presented by proxy, shall constitute a
quorum of the shareholders for all purposes. When a quorum exists a majority in
number of all of the shares of each class of the capital stock of the
Corporation present or represented at the meeting casting votes shall decide any
question brought before the meeting unless the question is one upon which, by
express provision of law or the Articles of Incorporation, a different vote is
required, in which case such express provision shall control the decision of the
question.
If a quorum shall not be present or represented at any meeting of shareholders,
the holders of a majority in number of the shares of each class of the capital
stock of the Corporation present in person or by proxy entitled to vote at such
meeting may adjourn from time to time without notice, other than by announcement
at the meeting, until quorum shall attend in person or by proxy. Any meeting at
which a quorum is present may also be adjourned in like manner and for such time
with or without call as may be determined by the holders of a majority in number
of the shares of each class of the capital stock of the Corporation present in
person or by proxy and entitled to vote. At any adjourned meeting at which a
quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called.
Section 7. Organization. The President shall call meetings of the shareholders
to order and shall act as Chairman of the meeting. In the absence of the
President, the holders
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of a majority in number of the shares of the capital stock of the Corporation
present in person or represented by proxy and entitled to vote at such meeting
shall elect a Chairman.
The Secretary of the Corporation shall act as Secretary of all meetings of the
shareholders; but in the absence of the Secretary the Chairman may appoint any
person to act as Secretary of the meeting.
Section 8. Voting. Each outstanding share of stock shall be entitled to one vote
on each matter submitted to a vote at any meeting of shareholders. A shareholder
may vote the shares owned of record by him either in person or by proxy executed
in writing by the stockholder or by his duly authorized attorney-in-fact. No
proxy shall be valid after eleven (11) months from its date unless otherwise
provided in the proxy. At all meetings of stockholders, unless the voting is
conducted by inspectors, all questions relating to the qualification of voters
and the validity of proxies and the acceptance or rejection of votes shall be
decided by the Chairman of the meeting.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number and Term of Office. The business and property of the
Corporation shall be managed by a Board of Directors consisting of at least one
Director, which number shall be determined from time to time by resolution of
the Boards. The initial Board shall consist of three Directors. The Directors
need not be shareholders of the Corporations The Directors shall, except as
hereinafter otherwise provided for filling vacancies, be elected annually at the
annual meeting of shareholders and shall continue in office for one year and
until their respective successors shall have been elected and qualified. Members
of the Board of Directors named in the Articles of Incorporation shall hold
office until their successors shall have been elected and qualified.
Section 2. Vacancies and Additional Directors. Vacancies in the Board of
Directors may be filled by shareholders at a special meeting, and each person so
elected shall be a Director until his successor is elected by the shareholders
who may make such election at the next annual meeting of the shareholders,
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or at any special meeting called for that purpose and held prior thereto.
Newly created directorships resulting from any increase in the authorized number
of Directors may be filled by the affirmative vote of a majority of the
Directors then in office, but the term of any Directors, so elected, shall
expire at the next succeeding annual meeting of shareholders.
Section 3. Place of Meetings. The meetings of the Board of Directors may be held
at such place, in the State of Michigan, or elsewhere as a majority of the
Directors may from time to time determine.
Section 4. Annual Meeting. The Board of Directors shall meet each year
immediately after the annual meeting of the shareholders for the purpose of
organization, election of officers, and consideration of any other business that
may properly be brought before the meeting. No notice of any kind to either old
or new members of the Board of Directors for such annual meeting shall be
necessary.
Section 5. Special Meetings. Special meetings of the Board of Directors shall be
held whenever called by direction of the President, or by a majority of the
Directors.
Written notice of the time, place and purpose or purposes of every such meeting
shall be given each Director by mailing the same to his address as the same
shall appear for such purpose on the records of the Corporation at least two
days before the meeting. At any meeting at which every Director shall be
present, even though without the notice herein provided, any business may be
transacted.
Section 6. Quorum. Subject to the provisions of Section 2 of this Article II, a
majority of the Board of Directors shall be necessary to constitute a quorum for
the transaction of business, and the acts of a majority of the Directors present
at a meeting at which a quorum is present shall be
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the acts of the Board of Directors, unless otherwise provided by law, the
Articles of Incorporation or the By-Laws.
Section 7. Books. The Directors may cause the books of the corporation, except
such as are required by law to be kept within the State outside of the State of
Michigan, at such place or places as they may from time to time determine.
Section 8. Compensation of Directors. Directors shall not receive any salary for
their services, but, by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attending any regular or
special meeting of the Board or of any committee thereof; provided, however,
that nothing herein contained shall be construed as precluding any Director from
serving the Corporation in any other capacity and receiving the compensation
therefore.
ARTICLE III
OFFICERS
Section 1. Officers. The Board of Directors of the Corporation shall elect a
President, a Secretary and a Treasurer, and may select one or more
Vice-Presidents, Assistant Secretaries and Assistant Treasurers. No one of such
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. Any two offices,
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. The Board of Directors may also appoint such other officers and agents
as they may deem necessary for the transaction of the business of the
Corporation. All officers and agents shall respectively have such authority and
perform such duties in the management of the property and affairs of the
Corporation as may be delegated by the Board of Directors. The Board of
Directors shall have power to fill any vacancies in any office occurring for
whatever reason. The Board of Directors may secure the fidelity of any or all of
such officers by bond or otherwise. Officers shall serve at the pleasure of the
Board of Directors.
Section 2. Powers and Duties of the Presidents. The President shall be the chief
executive of officer of the Corporation, and subject to the control of the Board
of Directors, shall have
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general charge and control of all its business and affairs and shall supervise
the other officers and agents of the Corporation in the performance of their
regular duties. He shall preside at all meetings of the shareholders and the
Board of Directors.
The President may sign certificates for shares of stock and sign and execute
contracts in the name and on behalf of the Corporation when so authorized and
directed so to do, either generally or in special instances by the Board of
Directors.
Section 3. Powers and Duties of Vice-Presidents. Vice-Presidents of the
Corporation shall have such powers and perform such duties as shall from time to
time be assigned by them by these By-Laws or by the Board of Directors.
Section 4. Powers and Duties of the Secretary. The Secretary shall keep the
minutes of all meetings of the Board of Directors and the minutes of all
meetings of the shareholder in books provided for that purpose; he shall attend
to the giving or serving of all notices of the Corporation. He may sign with the
President or Vice-President, in the name of the Corporation, all contracts when
authorized so to do either generally or in special instance by the Board of
Directors and, when so ordered by the Board of Directors, he shall affix the
seal of the Corporation thereto; he shall have charge of the stock certificate
books, transfer books and stock ledgers and such other books and papers as the
Board of Directors shall direct, all of which shall at all reasonable times be
open to the examination of any Director, and he shall in general perform all the
duties incident to the office of Secretary, subject to the control of the Board
of Directors.
Section 5. Powers and Duties of the Treasurer. The Treasurer shall have custody
of all of the funds and securities of the Corporation which may come into his
hands; he may endorse on behalf of the Corporation for collection checks, notes
and other obligations and shall deposit the same to the credit of the
Corporation in such bank or banks or depositary or depositaries as the Board of
Directors may designate; he may sign all receipts and vouchers for payment made
to the Corporation; he shall enter or cause to be entered regularly in the books
of the Corporation kept for the purpose full and accurate accounts of all moneys
received and paid on account of the Corporation and whenever required by the
Board of Directors, shall render statements of such accounts;
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he shall at all reasonable times exhibit his books and accounts to any Director
of the Corporation, and he shall perform all the actions incident to the
position of Treasurer, subject to the control of the Board of Directors.
Section 6. Compensation of Officers. The President and other officers of the
Corporation shall be entitled to receive such compensation for their services as
shall from time to time be determined by the Board of Directors.
Section 7. Absence of Officers. In the absence of any officer of the
Corporation, or for any other reason which the Board of Directors may deem
sufficient, the Board of Directors may delegate, for the time being, the powers
or duties of any of them, or such officers to any other officer or to any
Director or Directors provided a majority of the Board of Directors concur
therein.
ARTICLE IV
CLOSING OF TRANSFER BOOKS
OR FIXING OF RECORD DATE
Section 1. Record Date. The Board of Directors may fix, in advance, a date as
the record date, for the purpose of determining shareholders entitled to notice
of, or to vote at any meeting or entitled to receive payment of dividends, or to
the allotment of rights or to exercise the rights in respect of any change,
conversion or exchange of capital stock. Such date, in any case, shall not be
more than forty (40) days, and in the case of a meeting of shareholders, not
less than ten (10) days, prior to the date on which a particular action
requiring such determination of shareholders is to be taken.
Section 2. Closing Books. In lieu of fixing a record date, the Board of
Directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed in any case, twenty days preceding the original date
fixed for any meeting of shareholders or the date for the allotment of rights or
the date for the payment of any dividend or the date when any change or
conversion or exchange of capital stock shall go into effect. If the stock
transfer books are closed for the purpose of determining stockholders entitled
to notice of or to vote at a meeting of stockholders,
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such book shall be closed for at least ten (10) days immediately preceding such
meeting.
Section 3. Voting List. The Secretary shall make, at least ten (10) day before
such meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each, which list, for a
period of ten (10) days prior to such meeting, shall be kept on file at the
registered office of the Corporation and shall be subject to inspection by any
shareholder holding two (2%) percent or more of the outstanding capital stock of
the Corporation, at any time during the usual business hours. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole time of the
meeting. The original stock transfer books shall be prima facie evidence as to
who are the stockholders entitled to examine such list, or Stock Transfer Books,
or to vote at any meeting of shareholders. Failure to comply with the
requirements of this Section shall not affect the validity of any action taken
at such meeting.
ARTICLE V
CAPITAL STOCK - SEAL - FISCAL YEAR
Section 1. Certificates for Shares. The certificates for shares of the capital
stock of the Corporation shall be in such form, not inconsistent with the
Articles of Incorporation, as shall be approved by the Board of Directors. All
certificates shall be signed by the President or Vice-President and shall be
signed by the Treasurer, Assistant Treasurer or the Secretary or Assistant
Secretary and sealed with the corporate seal and shall not be valid unless so
signed and sealed.
In case any officer or officers, who shall have signed any such certificate or
certificates, shall cease to be such officer or officers of the Corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation such certificate or
certificates may nevertheless be adopted by the Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates had not ceased to be such officer of the Corporation.
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All certificates for shares of stock shall be consecutively numbered as the same
are issued. The name of the person owning the shares represented thereby with
the number of such shares and the date of issue thereof shall be entered on the
Corporation's books.
All certificates surrendered to the Corporation for transfer shall be cancelled,
and no new certificates shall be issued until former certificates for the same
number of shares have been surrendered and cancelled.
Except as hereinbefore provided, the Board of Directors shall have the power and
authority to make all rules and regulations as the Board shall deem expedient,
regulations and issuance, transfer and registration of certificates for shares
in this Corporation.
Section 2. Transfer of Shares. Title to a certificate and to the shares
represented thereby can be transferred only (a) by delivery of the certificate
endorsed either in blank or to a specified person by the person appearing by the
certificate to be the owner of the shares represented thereby, or (b) by
delivery of the certificate and a separate document containing a written
assignment of the certificate or a power of attorney to sell, assign or transfer
the same or the shares represented thereby, signed by the person appearing by
the certificate to be the owner of the shares represented thereby. Such
assignment or power of attorney may be either in blank or to a specified person.
However, this Corporation will only recognize the person registered on its books
as the owner of shares to receive dividends, and to vote as such owner, and
shall not be bound to recognize any equitable or other claim to, or interest in,
such share on the part of any other person, whether or not the Corporation shall
have express or other notice thereof, save as may be otherwise provided by
statute.
Shares of the capital stock of the Corporation shall be transferred on the books
of the Corporation by the holder thereof, in person or by his attorney duly
authorized in writing, upon surrender and cancellation of certificates for the
number of shares to be transferred. Books for the transfer of shares of its
capital stock shall be kept by the Corporation or by one or more transfer agents
appointed by it.
Section 3. Lost Certificates. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Corporation alleged
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to have been stolen, lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be stolen, lost or
destroyed. When authorizing such issue of a new certificate the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such stolen, lost or destroyed certificate or his
legal representative to advertise the same in such manner as it shall require
and/or to give bonds with sufficient surety, to the Corporation to indemnify it
against any loss or claim which may arise by reason of the issuance of a new
certificate.
Section 4. Corporate Seal. The Board of Directors shall provide a suitable seal,
containing the name of the Corporation, which shall be in the charge of the
Secretary. If and when so directed by the Board of Directors, a duplicate of the
seal may be kept and used by any officer of the Corporation designated by the
Board.
Section 5. Fiscal Year. The fiscal year of the Corporation shall be determined
by the Board of Directors of Directors.
ARTICLE VI
MISCELLANEOUS
Section 1. Records Accounts. All accounts, records and memoranda shall be kept
in books and papers supplied by the Corporation and these and all vouchers,
documents and other writings, whether in book form or otherwise, whether or not
supplied by the Corporation, shall be subject to the control of the Board of
Directors.
Section 2. Waivers of Notice. Notice of the time, place and purpose of any
meeting required to be given under the provisions of these By-Laws may be waived
by telegram, radiogram, cablegram or other writing by those not present and
entitled to vote thereat either before or after the holding thereof.
Section 3. Bank Accounts, Checks, Drafts, Etc. The officers of the Corporation
shall establish and maintain bank accounts, in the name of the Corporation, in
such banks or depositaries as the Board of Directors shall select. Any moneys,
checks drafts and others for the payment of money shall be deposited therein to
the credit of the Corporation without undue delays and all payments on behalf of
the Corporation shall be made by check on any of such accounts.
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All notes, checks, drafts and orders for the payment of money issued by this
Corporation shall be signed on behalf of the Corporation by such officers or
agents of the Corporation as the Board of Directors shall from time to time
prescribe. The sale, transfer, assignment and/or conveyance of any of the assets
of the Corporation shall be executed in the name of and on behalf of the
Corporation by such officers of the Corporation as the Board of Directors shall
from time to time prescribe, and in the absence of such specification by the
Board of Directors the President may execute the same in the name of and on
behalf of this Corporation and may affix the corporate seal thereto, or any
Vice-President, and the Secretary, or Assistant Secretary, may execute the same
in the name of and on behalf of this Corporation and may affix the corporate
seal thereto.
ARTICLE VII
AMENDMENTS
The Board of Directors shall have power to alter, amend, add to and repeal the
By-Laws of the Corporation by a vote of a majority of the Board. The
shareholders, by the affirmative vote of a majority of the stock issued,
outstanding and entitled to vote, may make, alter, amend or add to the By-Laws
without notice at any regular meeting, or at any special meeting, if the
substance of such amendment be contained in the notice of such special meeting,
provided that the Board of Directors shall not make or alter any By-Laws fixing
their qualification, classifications or term of office.
ARTICLE VIII
ACTION BY UNANIMOUS WRITTEN CONSENT
Notwithstanding any other provision of these By-Laws, if and when the Directors
or stockholders of this Corporation shall severally or collectively consent in
writing to any action to be taken by the Corporation, such action shall be as
valid a corporate action as though it had been authorized at a meeting of the
Board of Directors or stockholders respectively,
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whether such consent is given before or after the action is taken, and said
consent in writing and the action taken thereon shall be evidenced by
appropriate memorandum in the minute book of this Corporation, and the execution
of said consent in writing by any Directors or stockholders shall constitute a
waiver of the notice requirements set forth in the statutes of the State of
incorporation of this Corporation, or By-Laws of this Corporation which might
otherwise invalidate said action.
ARTICLE IX
DISALLOWED PAYMENTS TO OFFICERS
Any payments made to an officer of the Corporation such as salary, commission,
bonus, interest, or rent, or entertainment expenses 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.
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