Dated: December 17, 1996
BYLAWS
OF
X.E. CO.
ARTICLE I
SHARES OF STOCK
1.1 CERTIFICATE OF SHARES. The certificates of shares of capital stock
of the Corporation shall be in such form as shall be approved by the Board of
Directors and as shall be required by law. The certificates of shares shall
be signed by the Chairman of the Board, Vice-Chairman of the Board, President
or any another officer of the Corporation. The certificates may be sealed
with the seal of the Corporation or a facsimile thereof.
1.2 TRANSFER OF SHARES. Shares of capital stock of the Corporation
shall be transferred by endorsement of the certificates representing said
shares by the registered holder thereof, or by his legal representative, who
shall furnish proper evidence of authority to transfer, or by his attorney
who shall be authorized by a Power of Attorney which is duly executed and
filed with the Secretary of the Corporation, and by the surrender of the
shares to the Secretary for cancellation. The person whose name is listed on
the books of the Corporation as the owner of the shares shall be deemed by
the Corporation to be the owner thereof for all purposes.
1.3 LOST CERTIFICATES. In the event of loss of stock certificates, new
certificates shall be issued only upon proof of loss by affidavit by the
registered holder and approval by the Board of Directors, who may require a
Bond of Indemnity in a form satisfactory to them as a condition thereof.
1.4 FIXING OF RECORD DATE. For the purpose of determining shareholders
entitled to notice of and to vote at a meeting of shareholders or an
adjournment of a meeting, the Board may fix a record date which shall not
precede the date on which the resolution fixing the record date is adopted by
the Board. The date shall be not more than sixty (60) nor less than ten (10)
days before the date of the meeting. 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. When a
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders has been made as provided in this section, the
determination applies to any adjournment of the meeting, unless the Board
fixes a new record date under this section for the adjourned meeting.
For the purpose of determining shareholders entitled to express consent
to or to dissent from a proposal without a meeting, the Board may fix a
record date which shall not precede the date on which the resolution fixing
the record date is adopted by the Board and shall not be more than ten (10)
days after the Board resolution. If a record date is not fixed and prior
action by the Board is required with respect to the corporate action to be
taken without a meeting, the record date shall be the close of business on
the day on which the resolution of the Board is adopted. If a record date is
not fixed and prior action by the Board is not required, the record date
shall be the first date on which a signed written consent is delivered to the
Corporation pursuant to Section 407 of the Michigan Business Corporation Act,
as amended, or any successor provision.
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 Board may fix a record date which shall not
precede the date on which the resolution fixing the record date is adopted by
the Board. The date shall not be more than sixty (60) days before the
payment of the share dividend or distribution or allotment of a right or
other action. If a record date is not fixed, the record date shall be the
close of business on the day on which the resolution of the Board relating to
the corporate action is adopted.
1.5 DIVIDENDS. The Board of Directors may, from time to time, declare
and the Corporation may pay dividends on its outstanding shares in the manner
and upon the terms and conditions provided by law and its Articles of
Incorporation.
ARTICLE II
SHAREHOLDERS
2.1 ANNUAL MEETING. The annual meeting of the shareholders shall be
held at a time and place designated by the Board of Directors. The purpose of
the annual meeting shall be to elect Directors, and to transact such other
business as may come before the meeting.
2.2 SPECIAL MEETING. Special meetings of the shareholders may be
called by the President or Secretary and shall be called by either of them on
the request in writing or by vote of one or more shareholders of record
owning a majority of the issued and outstanding shares of capital stock of
the Corporation.
2.3 NOTICE OF MEETING. Written notice of the time, place and purpose
of any shareholders' meeting shall be given to each shareholder, either
personally or by mail, not less than ten (10) days nor more than sixty (60)
days before the meeting. If mailed, notice shall be deemed given by
2
depositing the same in a post office box, postage prepaid, and addressed to
the last-known address of such shareholder.
2.4 QUORUM OF SHAREHOLDERS. Except as hereinafter provided and as
otherwise provided by law, at any meeting of the shareholders, a majority in
interest of all the capital stock issued and outstanding, represented by
shareholders of record in person or by proxy, shall constitute a quorum. The
shareholders present in person or by proxy at such meeting may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. Less interest than a quorum may
adjourn any meeting.
2.5 VOTING. Each outstanding share is entitled to one vote on each
matter submitted to a vote, unless otherwise provided in the Articles of
Incorporation. A vote may be cast either orally or in writing. When an
action, other than the election of Directors, is to be taken by vote of the
shareholders, it shall be authorized by a majority of the votes cast by the
holders of shares entitled to vote thereon, unless a greater plurality is
required by the Articles of Incorporation or by law. Except as otherwise
provided by the Articles of Incorporation, the Directors shall be elected by
a plurality of the votes cast at an election of Directors.
2.6 PROXIES. Shareholders of record may vote at any meeting either in
person or by proxy in writing, which shall be filed with the secretary of the
meeting before being voted. Such proxies shall entitle the holders thereof to
vote at any adjournment of such meeting, but shall not be valid after the
final adjournment thereof. No proxy shall be valid after the expiration of
three (3) years from the date of its execution unless the shareholder
executing it shall have specified therein the length of time it is to
continue in force, which shall be for some limited period.
2.7 WAIVER OF NOTICE. Attendance of a person at a meeting of
shareholders, in person or by proxy, constitutes a waiver of notice of the
meeting, except when the shareholder attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened.
2.8 CONSENT IN WRITING. Any action required or permitted 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 before or after the action all
the shareholders entitled to vote consent in writing.
2.9 ELECTRONIC MEETINGS. The shareholders may participate in a meeting
of the shareholders by means of conference telephone or similar
communications equipment by means, of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this
Section shall constitute presence in person at the meeting.
3
ARTICLE III
BOARD OF DIRECTORS
3.1 NUMBER, TERM, AND QUALIFICATIONS. The business and affairs of the
Corporation shall be managed by its Board of Directors. The number of
Directors on the first Board of Directors shall be two (2). Thereafter, the
number of Directors of the Corporation may be changed from time to time, as
determined by the Board of Directors or shareholders of the Corporation. A
Director need not be a shareholder. Each Director shall hold office for the
term for which he is elected and until his successor shall have been elected
and qualified or until his resignation or removal.
3.2 MEETINGS. Regular meetings of the Board of Directors shall be held
either with or without notice, at such times and such places as any of the
Directors may by resolution from time to time determine. Special meetings of
the Board of Directors shall be held whenever called by the. President; or
when the President shall be required to call a special meeting upon written
request by any Director. Due notice of any special meeting, which may be
waived, shall be given by the Secretary, in writing, not later than the day
preceding the meeting. A Director's attendance at, or participation in, a
meeting constitutes a waiver of notice of the meeting, except where, at the
beginning of the meeting or upon his arrival, the Director 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. A member of the Board
or a committee designated by the Board 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. Participation
in a meeting pursuant to this method constitutes presence in person at the
meeting.
3.3 QUORUM. A majority of the members of the Board then in office, or
of the members of a committee thereof, constitutes a quorum for the
transaction of business.
3.4 VOTING. The vote of the majority of members present at a meeting
at which a quorum is present constitutes the action of the Board or of the
committee.
3.5 VACANCIES. Vacancies in the Board of Directors, including a vacancy
resulting from an increase in the number of Directors, may be filled by
either the shareholders or the Directors. If the Directors remaining in
office constitute fewer than a quorum of the Board, they may fill the vacancy
by the affirmative vote of a majority of all Directors remaining in office.
3.6 ACTION WITHOUT A MEETING. Action may be taken by the Board of
Directors or a committee thereof without a meeting if, before or after the
action, all members of the Board then in office or of the committee consent
thereto in writing. The written consent shall be filed with the minutes of
the proceedings of the Board or committee.
4
3.7 REMOVAL OF DIRECTORS. A Director or the entire Board may be
removed, with or without cause, by vote of the holders of a majority of the
shares entitled to vote at an election of Directors.
3.8 ELECTRONIC MEETINGS. The Board of Directors or any committee
designated by the Board of Directors may participate in a meeting of such
Board, or committee, by means of conference telephone or similar
communications equipment by means, of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this
Section shall constitute presence in person at the meeting.
ARTICLE IV
OFFICERS
4.1 OFFICERS. The officers of this Corporation shall consist of a
President, a Secretary, a Treasurer, and if desired, a Chairman of the Board
and one or more Vice Presidents, who shall be elected by the Board of
Directors at the annual meeting held immediately after the adjournment of the
regular annual meeting of the shareholders. The Board of Directors may also
appoint such other officers and agents as they shall deem necessary for the
transaction of business of the Corporation. An officer 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. 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
the instrument is required by law, or the Articles of Incorporation, or these
Bylaws, to be executed and acknowledged or verified by two or more officers.
4.2 DUTIES OF OFFICERS. The officers of the Corporation shall be
charged with such duties and authority as usually appertains to such offices
in a Corporation, except that said duties may be varied or added to by the
Board of Directors.
4.3 REMOVAL OF OFFICERS AND AGENTS. Any officer or agent may be
removed by the Board of Directors whenever in its judgment the business
interests of the Corporation will be served thereby.
ARTICLE V
FISCAL YEAR
5.1 FISCAL YEAR. The Corporation's fiscal year shall be as determined
from time to time by the Board of Directors.
5
ARTICLE VI
AMENDMENTS
6.1 AMENDMENTS. These Bylaws may be altered or amended by the
shareholders or the Board of Directors. Amendment of the Bylaws by the Board
requires the vote of not less than a majority of the members of the Board
then in office.
6