BY-LAWS
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ARTICLE I
SHARES OF STOCK
SEC. 1. CAPITAL STOCK. The Capital of this Corporation shall be divided
into -------5,000-------non-assessable shares of common stock, par value $10
per share.
SEC. 2. CERTIFICATE OF SHARES. The Certificates for shares of the
Capital Stock of this Company shall be in such form, not inconsistent with
the Articles of Incorporation of the Company, as shall be prepared or be
approved by the Board of Directors. The Certificates shall be signed by the
President or Vice-President, and also by the Secretary.
SEC. 3. TRANSFER OF SHARES. Shares of the Capital Stock of the Company
shall be transferred by endorsement of the certificates representing said
shares by the registered holder thereof or his attorney, and its surrender to
the Secretary for cancellation. Whereupon the Secretary shall issue to the
transferee or transferees, as specified by the endorsement upon the
surrendered certificate, new certificates for a like number of shares.
Transfers shall be made only upon the books of the Company and upon said
surrender and cancellation; and shall entitle the transferee to all the
privileges, rights and interests of a shareholder of this Company, subject,
however, to such restrictions as may be endorsed upon the certificate.
SEC. 4. CLOSING OF TRANSFER BOOKS. The stock books shall be closed for
the meeting of the shareholders, and for the payment of dividends during such
period, not exceeding forty days, as, from time to time, may be determined by
the Board of Directors, and during such period no stock shall be transferred
upon said books.
SEC. 5. LIEN. The Corporation shall have a lien upon all stock or
property of its members invested therein, for all debts due to it by the
owners thereof.
SEC. 6. LOST CERTIFICATES. In case of the loss of any certificate of
shares of stock, upon due proof by the registered holder or his
representatives, by affidavit of such loss, the Secretary shall issue a
duplicate certificate in its place, upon the corporation being fully
indemnified therefor.
SEC. 7. DIVIDENDS. The Board of Directors, in its discretion, from
time to time, may declare dividends upon the Capital Stock from the surplus
and net profits of the Company.
SEC. 8. FISCAL YEAR. The fiscal year of the Company shall end on the
30th day of September in each year.
SEC. 9. CORPORATE SEAL. The Board of Directors shall provide a
suitable corporate seal, which seal shall be in charge of the Secretary, and
shall be used by him.
BY-LAWS (Continued)
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ARTICLE II
SHAREHOLDERS' MEETING.
SEC. 1. TIME, PLACE AND PURPOSE. Meetings of the shareholders of the
Company shall be held annually at the registered office of the Company in
Jonesville, Michigan at 7:00 o'clock P.M., on the third Wednesday of each
year (after the year 1968), not a legal holiday, and if a legal holiday, then
on the day following, for the purpose of electing directors, and for the
transaction of such other business and may be brought before the meeting.
SEC. 2. SPECIAL MEETINGS. Special meetings of the Shareholders may be
called by the President and Secretary, and shall be called by either of them
at the request in writing or by note of a majority of the Board of Directors,
or at the request in writing by shareholders of record owning a majority in
amount of the entire Capital Stock of the Company issued and outstanding.
SEC. 3. NOTICE. Written notice of any shareholders' meeting shall be
mailed to each shareholder at his last known address, as the same appears on
the stock book of the Company, or otherwise, at least ten days prior to any
meeting and any notice of special meeting shall indicate briefly the object
or objects thereof. Nevertheless, if all the shareholders waive notice of the
meeting, no notice of the same shall be required, and whenever all the
shareholders shall meet in person or by proxy, such meeting shall be valid
for all purposes, without call or notice, and at such meeting any corporate
action shall not be invalid for want of notice.
SEC. 4. QUORUM. At any meeting of the shareholders, the holders of a
majority of all the voting shares of the capital stock of the Company issued
and outstanding, present in person or represented by proxy, shall constitute a
quorum. Meetings at which less than a quorum is represented may, however, be
adjourned from time to time to a further date by those who attend, without
further notice other than the announcement of such meeting, and when a quorum
shall be present upon any such adjourned day, any business may be transacted
which might have been transacted at the meeting as originally called.
SEC. 5. VOTING. Each shareholder shall be entitled to one vote for each
share of voting stock standing registered in his or her name on the books of
the Company, in person or by proxy duly appointed in writing and filed with
the Secretary of the meeting, on all questions and elections. No proxy shall
be voted after three years from its date unless said proxy provides for a
longer period.
SEC. 6. ORGANIZATION. The President shall call meetings of the
shareholders to order and shall act as Chairman of such meetings, unless
otherwise determined by the holders of a majority of all the shares of the
capital stock issued and outstanding, present in person or by proxy. The
Secretary of the Company shall act as Secretary of all meetings of the
Company, but in the absence of the Secretary at any meeting of the
shareholders or his inability to act as Secretary, the presiding officer
may appoint any person to act as Secretary of the meeting.
BY-LAWS (Continued)
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SEC. 7. INSPECTORS. Whenever any shareholder present at a meeting of
shareholders shall request the appointment of inspectors, a majority of the
shareholders present at such meeting and entitled to vote thereat, shall
appoint inspectors who need not be shareholders. If the right of any person
to vote at such meeting shall be challenged, the inspectors of election shall
determine such right. The inspectors shall receive and count the votes either
upon an election or for the decision of any question and shall determine the
result. Their certificate of any vote shall be prima facie evidence thereof.
SEC. 8. GIVING NOTICE. Any notice required by statute or by these
By-Laws to be given to the Shareholders, or to directors, or to any officer
of the Company, shall be deemed to be sufficient to be given by depositing the
same in a post office box, in a sealed, postpaid wrapper, addressed to such
shareholder, director, or officer at his last known address, and such notice
shall be deemed to have been given at the time of such mailing.
SEC. 9. NEW SHAREHOLDERS. Every person becoming a shareholder in this
Company shall be deemed to assent to these By-Laws, and shall designate to
the Secretary the address to which he desires that the notice herein required
to be given may be sent, and all notices mailed to such addresses, with
postage prepaid, shall be considered as duly given at the date of mailing,
and any person failing to so designate his address shall be deemed to have
waived notice of such meeting.
ARTICLE III
DIRECTORS
SEC. 1. NUMBER, CLASSIFICATION AND TERM OF OFFICE. The business and the
property of the Company shall be managed and controlled by the Board of
Directors.
The number of Directors shall be two, but the number may be changed from
time to time by the alteration of these by-laws. The first Board of Directors
of this Corporation, named in the Articles of Incorporation, shall hold
office until the first annual meeting to be held on the ____________ day of
_____________ and thereafter on the second __________ in _________ in each
year, beginning in _____. Directors shall hold office for the term of one
year, and/or until their successors are elected and qualified.
SEC. 2. PLACE OF MEETING. The Directors may hold their meetings in such
place or places within or without this State as a majority of the Board of
Directors may, from time to time determine.
SEC. 3. MEETINGS. Meetings of the Board of Directors may be called at
any time by the President or Secretary, or by a majority of the Board of
Directors. Directors shall be notified in writing of the time, place and
purpose of all meetings of the Board, except the regular annual meeting held
immediately after the annual meeting of shareholders, at least three days
prior thereto. Any Director shall, however, be deemed to have waived such
notice by his attendance at any meeting.
BY-LAWS (Continued)
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SEC. 4. QUORUM. A majority of the Board of Directors shall constitute a
quorum for the transaction of business, and if at any meeting of the Board of
Directors there be less than a quorum present, a majority of those present
may adjourn the meeting from time to time.
SEC. 5. VACANCIES. Vacancies in the Board of Directors shall be filled
by the remaining members of the Board 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 stockholders or at any
special meeting duly called for that purpose.
SEC. 6. COMPENSATION. No Director shall receive any salary or
compensation for his services as Director, unless otherwise especially
ordered by the Board of Directors or by By-Law.
ARTICLE IV
OFFICERS
SEC. 1. The Board of Directors shall select a President, a Secretary
and a Treasurer and may select one or more Vice-Presidents, Assistant
Secretaries and Assistant Treasurers, who shall be elected by the Board of
Directors at their regular annual meeting held immediately after the
adjournment of the regular annual stockholders meeting. The term of office
shall be for one year and until their successors are chosen. 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 of the above 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
fix the salaries of the officers of the Company.
SEC. 2. 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 designated by the Board of Directors. Without
limitation of any right of an officer or agent to recover damages for breach
of contract, the Board of Directors may remove any of officer or agent
whenever, in their judgment, the business interests of the Corporation will
be served thereby.
SEC. 3. The Board of Directors may secure the fidelity of any or all of
such officers by bond or otherwise.
ARTICLE V
DUTIES OF OFFICERS
SEC. 1. PRESIDENT. The President shall be the chief executive officer
of the Company, and in the recess of the Board of Directors shall have the
general control and management of its business and affairs, subject, however,
to the right of the Board of Directors to delegate any specific power except
such as may be by statute
BY-LAWS (Continued)
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exclusively conferred upon the President, to any other officer or officers of
the Company. He shall preside at all meetings of the Directors and all
meetings of the shareholders, unless otherwise determined by a majority of
all the shares of the capital stock issued and outstanding, present in person
or by proxy.
SEC. 2. VICE-PRESIDENT. In case the office of President shall become
vacant by death, resignation, or otherwise, or in case of the absence of the
President, or his disability to discharge the duties of his office, such
duties shall, for the time being, devolve upon the Vice-President who shall
do and perform such other acts as the Board of Directors may, from time to
time, authorize him to do, but a Vice-President who is not a director cannot
succeed to or fill the office of President.
SEC. 3. TREASURER. The Treasurer shall have custody and keep account
of all money, funds and property of the Company, unless otherwise determined
by the Board of Directors, and he shall render such accounts and present such
statement to the Directors and President as may be required of him. He shall
deposit all funds of the Company which may come into his hands in such bank
or banks as the Board of Directors may designate. He shall keep his bank
accounts in the name of the Company, and shall exhibit his books and
accounts, at all reasonable times, to any Director of the Company upon
application at the office of the Company during business hours. He shall pay
out money as the business may require upon the order of the properly
constituted officer or officers of the Company, taking proper vouchers
therefor; provided, however, that the Board of Directors shall have power by
resolution to delegate any of the duties of the Treasurer to other officers,
and to provide by what officers, if any, all bills, notes, checks, vouchers,
orders or other instruments shall be countersigned. He shall perform, in
addition, such other duties as may be delegated to him by the Board of
Directors.
SEC. 4. SECRETARY. The Secretary of the Company shall keep the minutes
of all the meetings of the shareholders and Board of Directors in books
provided for that purpose; he shall attend to the giving and receiving of all
notices of the Company; he shall sign, with the President or Vice-President,
in the name of the Company, all contracts authorized by the Board of
Directors, and when necessary shall affix the corporate seal of the Company
thereto; he shall have charge of the certificate books, transfer books and
stock ledgers and such other books and papers as the Board of Directors may
direct; all of which, shall, at all reasonable times, be open to the
examination of any Director upon application at the office of Secretary, and
in addition such other duties as may be delegated to him by the Board of
Directors.
ARTICLE VI
AMENDMENTS
SEC. 1. The shareholders or the Board of Directors may alter, amend, add
to or repeal these By-Laws, including the fixing and altering of the Board of
Directors; provided that the Board of Directors shall not make or alter any
By-Laws fixing their qualifications, classifications, or term of office.