EXHIBIT 3.20
BY-LAWS
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OFFICERS
1. The principal office shall be in the City of Dearborn ,
County of Wayne , State of Michigan,
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.
SEAL
3. The corporate seal shall have inscribed thereon the name of the
corporation, and the words "Seal," or "Corporate Seal".
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
STOCKHOLDERS' MEETINGS
"4. Meetings of the stockholders of the Corporation may be held within
or outside of the state of Michigan as determined by the board of directors.
"5. An annual meeting of the stockholders shall be held during the
third week of January, beginning in 1994 at a date and time to be determined by
the board of directors and if a legal holiday, then on the next secular day when
they shall elect by a plurality vote a board of directors, and transact such
other business as may properly be brought before the meeting."
6. 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
repre-
sented any business may be transacted which might have been at the meeting as
originally notified.
7. 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, and except
where the transfer books of the corporation, shall have been closed or a date
shall have been fixed as a record date for the determination of its stockholders
entitled to vote.
8. 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, at least five days prior to the meeting.
9. 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,
and during the whole time of said election, be open to the examination of any
stockholder.
10. 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 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.
11. Business transacted at all special meetings shall be confined to
the objects stated in the call.
12. Written notice of a special meeting of stockholders, stating the
time and place and object 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.
"12A. Any action which might be taken at a meeting of the Shareholders
may be taken without a meeting if before or after the said action all
stockholders consent thereto in writing. The written consents shall be
filed with the Minutes of the proceedings of the corporation. The
consent has the same effect as a vote of the corporation for all
purposes."
"13. The property and business of the corporation shall be managed by
its board of directors, which shall number at least three (3) but no
more than twenty (20). They shall be elected at the annual meeting of
the stockholders and each director shall be elected to serve until his
successor shall be elected and shall qualify."
14. 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.
15. 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.
COMMITTEES OF DIRECTORS.
16. The Board of Directors may, by resolution or resolutions, passed by
a majority of the whole board, designate one or more committees, each committee
to consist of two or more of the directors of the corporation, which, to the
extent provided in said resolution or resolutions, shall have and may exercise
the powers of the board of directors in the management of the business and
affairs of the corporation, and may have power to authorize the seal of the
corporation to be affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be determined from time to time
by resolution adopted by the board of directors.
17. The committees shall keep regular minutes of their proceedings and
report the same to the Board when required.
17A. SEE END OF BY-LAWS
MEETINGS OF THE BOARD.
18. Special meetings of the board may be called by the president or
vice-president on three days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.
19. At all meetings of the board a majority of the directors shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting at which there
is a quorum, shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the Articles of incorporation
or by these by-laws.
OFFICERS
20. The officers of the corporation shall be chosen by the directors
and shall be president, vice-president, secretary and treasurer. The board of
director may also choose additional vice-presidents, assistant secretaries and
assistant treasurers. Any two of said offices except the offices of president
and vice-president, may be held the same person.
21. The board of directors, at its first meeting after each annual
meeting of stockholders shall choose a president, vice-president, secretary and
treasurer, from their own number.
22. The board may appoint such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the board.
23. The salaries of all officers and agents of the corporation shall be
fixed by the board of directors.
24. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the board of directors may be removed at any time by the
affirmative vote of a majority of the whole board of directors. If the office
of any officer or officers becomes vacant for any reason, the vacancy shall be
filled by the affirmative vote of a majority of the whole board of directors.
THE PRESIDENT
25. The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the stockholders and directors;
he shall have general and active management of the business of the corporation,
and shall see that all orders and resolutions of the board are carried into
effect.
26. He shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation.
27. He shall be ex officio a member of all standing committees, and
shall have the general powers and duties of supervision and management usually
vested in the office of president of a corporation.
VICE-PRESIDENTS
28. The vice-presidents in the order of their seniority shall, in the
absence or disability of the president, perform
the duties and exercise the powers of the president, and shall perform such
other duties as the board of directors shall prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES.
29. The secretary shall attend all sessions of the board and all
meetings of the stockholders and record all votes and the minutes of all
proceedings 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 stockholders and of the board of directors, and
shall perform such other duties as may be prescribed by the board of directors
under whose supervision he shall be. He shall keep in safe custody the seal of
the corporation, and when authorized by the boards, affix the same to any
instrument requiring it, and when so affixed it shall be attested by his
signature of by the signature of the treasurer or an assistant secretary. He
shall be sworn to the faithful discharge of his duty.
30. The assistant secretaries in the order of their seniority 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 as the board of
directors shall prescribe.
THE TREASURER AND ASSISTANT TREASURERS
31. 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.
32. He shall disburse the funds of the corporation as may be ordered by
the board, taking proper vouchers for such disbursements, and shall render to
the president and directors, at the regular meetings of the board, or whenever
they may require it, an account of all his transactions as treasurer and of the
financial condition of the corporation.
33. He shall give the corporation a bond if required by the board of
directors in a sum, and with one or more sureties satisfactory to the board, 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.
34. The assistant treasurers in the order of their seniority 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 as the board of
directors shall prescribe.
DUTIES OF OFFICERS MAY BE DELEGATED
35. In case of the absence of any officer of the corporation, or for
any other reason that the board may deem sufficient, the board may delegate, for
the time being, the powers or duties, or any of them, of such officer to any
other officer, or to any director, provide a majority of the entire board
concurs therein.
CERTIFICATES OF STOCK
36. 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
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.
TRANSFERS OF STOCK
37. Transfers of stock shall be made on the books of the corporation
only by the person named in the certificate or by attorney, lawfully constituted
in writing, and upon surrender of the certificate therefor.
REGISTERED STOCKHOLDERS
38. The corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and accordingly 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 it shall have express or
other notice thereof, save as expressly provided by the laws of Michigan.
LOST CERTIFICATE
39. 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.
CHECKS
40. All checks, drafts 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
41. The fiscal year shall begin the day of in each year.
DIVIDENDS
42. Dividends upon the capital stock of the corporation, subject to the
provisions of the articles of incorporation if any, may be declared by the board
of directors at any regular or special meetings, pursuant to law.
DIRECTORS' MUTUAL STATEMENT
43. The board of directors shall present at each annual meeting, and
when called for by vote of the stockholders at any special meeting of the
stockholders, a full and clear statement of the business and condition of the
corporation.
NOTICES
44. Whenever under the provisions of these by-laws notice is required
to be given, to any director, officer or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail, by
depositing the same in the post office or letter-box, in a post-paid sealed
wrapper, addressed to such stockholder, officer or director at such address as
appears on the books of the corporation, or, in default of other address, to
such director, officer or stockholder at the post office in the of
and such notice shall be deemed to be given at the time when the same shall be
thus mailed.
45. Any stockholder, director, or officer may waive any notice required
to be given under these by-laws.
AMENDMENTS
46. These by-laws may be altered or amended or repealed by the
affirmative vote of a majority of the stock issued and outstanding and entitled
to vote thereat, at any regular or special meeting of the stockholders called
for that purpose, or by the affirmative vote of a majority of the board of
directors at any regular or special meeting of the board called for that
purpose, provided, however, that no change of the time or place for the
election of directors shall be made within sixty days next before the day on
which such election is to be held, and that in case of any change of such time
or place notice thereof shall be given to each stockholder in person or by
letter mailed to his last known post office address, at least twenty days before
the election is held.
SECTION 1244 STOCK
47. The issued stock of this Corporation is part of a plan and all
stock will be paid for within two years, and that the stock is Section 1244
Stock (being Section 1244 of the 1954 Revenue Act as amended by the Technical
Amendments Act of 1958, wherein losses on small business corporation stock are
fully deductible, rather than being subject to the capital loss limitations of
the code).
AMENDMENTS REQUIRING UNANIMOUS
DECISION BY THE BOARD OF DIRECTORS
48. Anything herein to the contrary notwithstanding, a unanimous
decision is required by the Board of Directors to establish and/or change
major policies with reference to the conduct add operation of the business of
the Company.
That any action to increase the number of members of the Board
of Directors to manage the Company shall require unanimous determination of the
stockholders and/or Board of Directors.
That no Director and/or officer shall be removed except by
unanimous determination of the Directors.
"17A. Any action which might be taken at a meeting of the board may be taken
without a meeting if before or after the said action all directors 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."
That salaries established by the Board of Directors for
officers shall not be changed except by unanimous determination of the Board of
Directors.
PLAN TO ISSUE SECTION 1244 STOCK
1. The plan as herein set forth upon its adoption by the Board
of Directors of the Corporation shall become effective August 30, 1962.
2. The Corporation is authorized to offer and issue 50,000
shares of common stock, par value of $1.00 per share, and all of such stock
shall be issued subsequent to the date the plan becomes effective.
3. The Corporation shall offer and issue such 50,000 shares
of common stock from the date hereof the August 29, 1964, or to the date when
the Corporation shall make a subsequent offering of any stock, whichever shall
sooner occur.
4. During such period as set forth in paragraph 3, the
Corporation shall offer and issue only such common stock.
5. The maximum amount to be received by the Corporation in
consideration of the stock to be issued pursuant to this plan shall be
$50,000.00.
6. Such common stock shall be issued only for money and other
property (other than stock or securities).
7. Such other action shall be taken by the Corporation as
shall qualify the stock offered and issued under this plan as "section 1244
stock", as such term is defined in the Internal Revenue Code and the Regulations
issued thereunder.