Exhibit 3.31
AMENDED AND RESTATED BYLAWS
OF
[Company]
(a Michigan corporation)
----------
ARTICLE I
SHAREHOLDERS
1. CERTIFICATES REPRESENTING SHARES. Certificates representing
shares shall set forth thereon the statements prescribed by Section 332
and, where applicable, by Sections 463, 472, and 805, of the Michigan
Business Corporation Act and by any other applicable provision of law and
shall be signed by the Chairman or Vice-Chairman of the Board of Directors,
if any, or by the President or a Vice-President and also may be signed by
another officer of the corporation. The certificate may be sealed with the
seal of the corporation or a facsimile of the seal. The signature of the
officers may be facsimiles. If an officer who has signed or whose facsimile
signature has been placed upon a certificate ceases to be an officer before
the certificate is issued, it may be issued by the corporation with the
same effect as if he or she were such officer at the date of issue.
In the event that the shares or other securities of the
corporation are listed on a national securities exchange, the corporation
may by resolution of the Board of Directors eliminate certificates
representing such shares or securities and provide for such other methods
of recording, noticing ownership, and disclosure as may be provided by the
rules of that national securities exchange.
No certificate shall be issued for any share until such share is
fully paid.
The corporation may issue a new certificate for shares or
fractional shares in place of any certificate theretofore issued by it,
alleged to have been lost or destroyed, and the Board of Directors may
require the owner of any 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 account of any
alleged lost or destroyed certificate or the issuance of any such new
certificate.
2. SHARE TRANSFERS. Upon compliance with provisions restricting
the transferability of shares, if any, transfers of shares of the
corporation shall be made only on the share record of the corporation by
the registered holder thereof, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
corporation or with a transfer agent or a registrar, if any, and on
surrender of the certificate or certificates for such shares properly
endorsed and the payment of all taxes due thereon, if any.
3. RECORD DATE FOR SHAREHOLDERS. 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 or dissent from a proposal
without a meeting, or for the purpose of determining shareholders entitled
to receive payment of a share dividend or distribution, or allotment of a
right, or for the purpose of any other action, the directors may fix, in
advance, a date as the record date for any such determination of
shareholders, in accordance with the provisions of Section 412 of the
Michigan Business Corporation Act.
4. SHAREHOLDER MEETINGS.
- TIME. The annual meeting shall be held at the time fixed, from
time to time, by the directors.
- PLACE. Annual meetings and special meetings shall be held at
such place, within or without the State of Michigan, as the directors may,
from time to time, fix. Whenever the directors shall fail to fix such
place, the meeting shall be held at the registered office of the
corporation in the State of Michigan.
- CALL. Annual meetings may be called by the directors or by the
President or by any officer instructed by the directors to call the
meeting. Special meetings may be called in a like manner or whenever the
holders of shares entitled to at least ten percent of all the votes
entitled to be cast at such meeting shall make a duly authorized request
that such meeting be called.
- NOTICE. Written notice of all meetings shall be given, stating
the place, date, and hour of the meeting and stating the place within the
city or other municipality or community at which the list of stockholders
of the corporation may by examined not less than ten and no more than sixty
days before the date of the meeting.
- VOTING LIST. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make and certify a
complete list of the shareholders entitled to vote at a shareholders'
meeting or any adjournment thereof. Such list shall be arranged
alphabetically within each class and series, if any, with the address of,
and the number of shares held by, each shareholder; be produced at the time
and place of the meeting; be subject to the inspection of any shareholder
during the whole time of the meeting; and be prima facie evidence as to who
are the shareholders entitled to examine such list or to vote at such
meeting.
- CONDUCT OF MEETING. Meetings of the shareholders shall be
presided over by a chairperson who shall be one of the following officers
in the order of seniority and if present and acting - the Chairman of the
Board, if any, the Vice-Chairman of the Board, if any, the President, a
Vice-President, or, if none of the foregoing is in office and present, by a
chairperson to be chosen by the shareholders. The Secretary of the
corporation, or in his absence, an Assistant Secretary, shall act as
secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present and acting, the chairperson of the meeting shall
appoint a secretary of the meeting. The chairperson shall determine the
order of business and shall have the authority to establish rules for the
conduct of the meeting. The chairperson of the meeting shall announce at
the meeting when the polls close for each matter voted upon.
- QUORUM. Except for meetings ordered by the Circuit Court to be
called and held pursuant to Sections 402 and 403 of the Michigan Business
Corporation Act, the shares entitled to cast at least a majority of the
votes at a meeting shall constitute a quorum at the meeting of shareholders
for the transaction of business. The shareholders present in person or by
proxy at the meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. Whether or not a quorum is present, a meeting may be adjourned by a
vote of the shares present.
- VOTING. Each share shall entitle the holder thereof to one vote.
A vote may be cast either orally or in writing. In the election of
directors, a plurality of the votes cast at a meeting at which a quorum is
present shall elect. Any other action shall be authorized by a majority of
the votes cast at a meeting at which a quorum is present except where the
Michigan Business Corporation Act or these Bylaws or the Articles of
Incorporation prescribe a different proportion of votes.
5. WRITTEN ACTION. Any action required or permitted by the
Michigan Business Corporation Act to be taken at an annual or special
meeting of shareholders may be taken without a meeting, without prior
notice, and without a vote, if all the shareholders consent thereto in
writing.
If the articles of incorporation shall so provide, any action
required or permitted by the Michigan Business Corporation Act to be taken
at an annual or special meeting of shareholders may be taken without a
meeting, without prior notice and without a vote, if consents in writing,
setting forth the action so taken, are signed by the holders of outstanding
shares having not less than the minimum number of votes that would be
necessary to authorize or take the action at a meeting at which all shares
entitled to vote on the action were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous
written consent shall be given to shareholders who would have been entitled
to notice of the shareholder meeting if the action had been taken at a
meeting and who have not consented in writing as aforesaid.
The written consents shall bear the date of signature of each
shareholder who signs the consent. No written consents shall be effective
to take the corporate action referred to unless, within sixty days after
the record date for determining shareholders entitled to express consent to
or to dissent from a proposal without a meeting, written consents dated not
more than ten days before the record date and signed by a sufficient number
of shareholders to take the action are delivered to the corporation.
Delivery shall be to the corporation's registered office, its principal
place of business, or an officer or agent of the corporation having custody
of the minutes of the proceedings of its shareholders. Delivery made to the
corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.
The written consents of the shareholders shall be filed with the
minutes of proceedings of shareholders.
ARTICLE II
GOVERNING BOARD
1. FUNCTIONS, DEFINITIONS AND COMPENSATION. The business and
affairs of the corporation shall be managed by or under the direction of a
governing board. The Board of Directors, by the affirmative vote of a
majority of 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 except as may
otherwise be provided for by the Michigan Business Corporation Act.
2. QUALIFICATIONS AND NUMBER. A director need not be a
shareholder, a citizen of the United States, or a resident of the State of
Michigan. The number of directors constituting the Board of Directors shall
be one or more. Subject to the foregoing limitation, such number of
directors may be fixed or changed from time to time by the shareholders or
by the Board of Directors.
3. ELECTION AND TERM. Directors who are elected at an annual
meeting of shareholders, and directors who are elected in the interim to
fill vacancies and newly created directorships, shall hold office until the
next succeeding annual meeting of shareholders and until their successors
have been elected and qualified or until their resignation or removal. In
the interim between annual meetings of shareholders or of special meetings
of shareholders called for the election of directors, newly created
directorships and any existing vacancies in the Board of Directors,
including unfilled vacancies resulting from the removal of directors for
cause or without cause, may be filled by the affirmative vote of a majority
of the remaining directors, although less than a quorum exists or by the
sole remaining director. A director may resign by written notice to the
corporation. The resignation shall be effective upon receipt thereof by the
corporation or at a later time as set forth in the notice of resignation.
4. REMOVAL OF DIRECTORS. One or more or all the directors of the
corporation may be removed for cause or without cause by the vote of the
holders of a majority of the shares entitled to vote at an election of
directors.
5. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall
fix, except that the first meeting of a newly elected Board shall be held
as soon after its election as the directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or without
the State of Michigan as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for which
the time and place have been fixed. Special meetings may be called by or at
the direction of the Chairman of the Board, if any, of the President, or of
a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be
given for special meetings in sufficient time for the convenient assembly
of the directors thereat. The notice of any meeting need not specify the
business to be transacted at, or the purpose of, the meeting. Any
requirement of furnishing a notice shall be waived by any director who
signs a waiver of notice before or after the meeting. A director's
attendance at or participation in a meeting waives any required notice to
him or her of the meeting, unless he or she at the beginning of the
meeting, or upon his or her arrival, objects to the meeting or the
transacting of business at the meeting and does not thereafter vote for or
assent to any action taken at the meeting.
- QUORUM AND ACTION. A majority of the members of the Board of
Directors in office shall constitute a quorum. A majority of the directors
present, whether or not a quorum is present, may adjourn a meeting to
another time and place. Except as may otherwise be provided in the articles
of incorporation, these Bylaws, or the Michigan Business Corporation Act,
the vote of the majority of the directors present at a meeting at which a
quorum is present shall constitute the action of the Board of Directors or
of a committee of directors, if any.
6. ACTION WITHOUT MEETING. Any action required or permitted to be
taken under authorization voted at a meeting of the Board of Directors or a
committee of the Board may be taken without a meeting, if, before or after
the action, all members of the Board of Directors then in office or of the
committee, as the case may be, consent to the action in writing. The
written consents shall be filed with the minutes of the proceedings of the
Board of Directors or committee.
ARTICLE III
OFFICERS
The directors shall elect or appoint a President, a Secretary, and
a Treasurer, may elect or appoint a Chairman of the Board, a Vice Chairman
of the Board, one or more Vice-Presidents, Assistant Vice-Presidents, and
may elect or appoint, or delegate to the Executive Committee, if any, or to
one or more officers, the power to elect or appoint one or more Assistant
Secretaries, and Assistant Treasurers, and such other officers and agents
as they shall determine. The President may but need not be a director. Two
or more offices may be held by the same person but an officer shall not
execute, acknowledge, or verify an instrument in more than one capacity if
such instrument is required by law or the Articles of Incorporation or
Bylaws to be executed, acknowledged, or verified by two or more officers.
Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board
of Directors following the next annual meeting of shareholders and until
his successor has been elected and qualified.
Officers shall have the powers and duties defined in the
resolutions or instruments appointing them.
An officer may be removed for cause or without cause. An officer
may resign by written notice to the corporation. The resignation shall be
effective upon receipt thereof by the corporation or at such subsequent
time as shall be specified in the notice of resignation.
ARTICLE IV
BOOKS AND RECORDS, FINANCIAL REPORT
The corporation shall keep books and records of account and
minutes of the proceedings of its shareholders, Board of Directors, and
other committee or committees, if any. The books, records, and minutes may
be kept in or outside the State of Michigan. The corporation shall keep at
its registered office in the State of Michigan or at the office of its
transfer agent in or outside the State of Michigan, records containing the
names and addresses of all shareholders, the number, class, and series of
shares held by each, and the dates when they respectively became holders of
record. Any of the foregoing books, records, or minutes may be in written
form or in any other form capable of being converted into written form
within a reasonable time.
The corporation shall annually cause to be made and distributed to
each shareholder the financial report prescribed by Section 901 of the
Michigan Business Corporation Act.
ARTICLE V
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors
shall prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
On and after the date upon which the incorporator shall have
adopted the initial corporate Bylaws, the power to amend or repeal the
Bylaws of the corporation or to adopt new Bylaws may be exercised by the
directors or the shareholders; provided, that the shareholders only shall
be empowered to adopt a Bylaw providing for a greater or lesser proportion
of shareholders to constitute a quorum or providing for the election of
directors for staggered terms of office unless the articles of
incorporation provide therefor, and provided that an amendment of these
Bylaws by the Board of Directors of the corporation requires the vote of
not less than a majority of the members of the Board of Directors then in
office.