Exhibit 3.2
AMENDED
BY-LAWS
of
STEELCASE INC.
As of March 24, 1999
ARTICLE I
Offices
SECTION 1.01. Offices. The corporation may have offices at such
places both within and without the State of Michigan as the board of
directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
Meetings of Shareholders
SECTION 2.01. Times and Places of Meetings. Meetings of the
shareholders shall be held at such times and places as may be fixed from
time to time by the board of directors, within or without the State of
Michigan.
SECTION 2.02. Annual Meeting. An annual meeting of the
shareholders for election of directors and for such other business as may
come before the meeting shall be held each year at such time on such
business day and in such month as may be designated by the board (provided
that each successive annual meeting shall be held within 15 months of the
preceding annual meeting).
SECTION 2.03. Special Meetings. Special meetings of the
shareholders may be called by the board of directors or by the Chief
Executive Officer, and shall be held on such date as may be specified in
the notice of the meeting.
SECTION 2.04. Notice of Meetings. Written notice of all
meetings of shareholders, stating the time, place and purposes thereof,
shall be given to each shareholder of record entitled to vote thereat, at
least 10 but not more than 60 days before the date fixed for the meeting,
either personally or by mail (notice by mail shall be deemed given when
mailed).
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SECTION 2.05. Quorum. The holders of a majority of the voting
power of shares entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the shareholders for
the transaction of business, except as otherwise provided by statute or by
the Articles of Incorporation; provided, however, that when any specified
action is required to be voted upon by a class or series of shares voting
as a class or series, the holders of a majority of the shares of such class
or series shall constitute a quorum for the transaction of such specified
action. If there shall be no quorum, the shares present by majority vote
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present, when any
business may be transacted which might have been transacted at the meeting
as first convened had there been a quorum. However, if after the
adjournment the board fixes a new record date for the adjourned meeting,
notice of the time, place and purposes of such meeting shall be given to
each shareholder of record on the new record date. Once a quorum shall
have been determined to be present, the shareholders present in person or
by proxy at any meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
SECTION 2.06. Vote Required. 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 express provision of statute. Except as
otherwise provided by the Articles of Incorporation, directors shall be
elected by a plurality of the votes cast at an election.
SECTION 2.07. Voting Rights. With respect to any matter for
which shareholders are entitled to vote, each shareholder shall be
entitled, in person or by proxy, to cast the number of votes specified for
such matter in the Articles of Incorporation with respect to the number of
shares of capital stock held by such person.
SECTION 2.08. Order of Business. (a) At each meeting of the
shareholders, the Chairman of the Board or, in the absence of the Chairman
of the Board, the Chief Executive Officer, or in the absence of both the
Chairman and the Chief Executive Officer, such person as shall be selected
by the Board shall act as chairman of the meeting. The order of business
at each such meeting shall be as determined by the chairman of the meeting.
The chairman of the meeting shall have the right and authority to prescribe
such rules, regulations and procedures and to do all such acts and things
as are necessary or desirable for the proper conduct of the meeting,
including, without limitation, the establishment of procedures for the
maintenance of order and safety, limitations on the time allotted to
questions or comments on the affairs of the Corporation, restrictions on
entry to such meeting after the time prescribed for the commencement
thereof, and the opening and closing of the voting polls.
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(b) At any annual meeting of shareholders, only such business
shall be conducted as shall have been brought before the annual meeting (i)
by or at the direction of the chairman of the meeting or (ii) by any
shareholder who is a holder of record at the time of the giving of the
notice provided for in this Section 2.08, who is entitled to vote at the
meeting and who complies with the procedures set forth in this Section
2.08.
(c) For business to be properly brought before an annual meeting
by a shareholder, the shareholder must have given written notice thereof,
either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the Corporation (the "Secretary") at the principal
executive offices of the Corporation, not less than 70 days nor more than
90 days prior to the anniversary date of the immediately preceding annual
meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days earlier or more than 60 days later than such
anniversary date, notice by the shareholder must be so given not earlier
than the 90th day prior to such annual meeting and not later than the close
of business on the later of the 70th day prior to such annual meeting or
the tenth day following the day on which public announcement of the date of
such meeting is first made. Any such notice shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting;
(b) the name and address, as they appear on the Corporation's books, of the
shareholder proposing such business; (c) the class and number of shares of
the Corporation which are beneficially owned by the shareholders; (d) any
material interest of the shareholder in such business; and (e) if the
shareholder intends to solicit proxies in support of such shareholder's
proposal, a representation to that effect. The foregoing notice
requirements shall be deemed satisfied by a shareholder if the shareholder
has notified the Corporation of his or her intention to present a proposal
at an annual meeting and such shareholder's proposal has been included in a
proxy statement that has been prepared by management of the Corporation to
solicit proxies for such annual meeting; provided, however, that if such
shareholder does not appear or send a qualified representative, as
determined by the chairman of the meeting, to present such proposal at such
annual meeting, the Corporation need not present such proposal for a vote
at such meeting, notwithstanding that proxies in respect of such vote may
have been received by the Corporation. No business shall be conducted at
an annual meeting of shareholders except in accordance with this Section
2.08, and the chairman of any annual meeting of shareholders may refuse to
permit any business to be brought before an annual meeting without
compliance with the foregoing procedures or if the shareholder solicits
proxies in support of such shareholder's proposal without such shareholder
having made the representation required by clause (e) of the preceding
sentence.
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ARTICLE III
Record Date
SECTION 3.01. Fixing of Record Date by Board. For the purpose
of determining shareholders entitled to notice of and to vote at a meeting
of shareholders or an adjournment thereof, or to express consent or to
dissent from a proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of a dividend or
allotment of a right, or for the purpose of any other action, the board of
directors may fix, in advance, a date as the record date for any such
determination of shareholders. The date shall not be more than 60 nor less
than 10 days before the date of the meeting, nor more than 60 days before
any other action.
SECTION 3.02. Provision for Record Date in the Absence of Board
Action. If a record date is not fixed by the board of directors (a) 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; and (b)
the record date for determining shareholders for any purpose other than
that specified in subsection (a) shall be the close of business on the day
on which the resolution of the board relating thereto is adopted.
SECTION 3.03. Adjournments. 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 Article III, the
determination applies to any adjournment of the meeting, unless the board
fixes a new record date for the adjourned meeting.
ARTICLE IV
Directors
SECTION 4.01. Number of Directors. The number of directors
which shall constitute the whole board shall be determined from time to
time by resolution of the board of directors in accordance with the
provisions of Article VII of the Articles of Incorporation.
SECTION 4.02. Vacancies. Vacancies shall be filled in
accordance with the provisions of Section 2 of Article VII of the Articles
of Incorporation.
SECTION 4.03. Powers. The business of the corporation shall be
managed by its board of directors which 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 shareholders.
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SECTION 4.04. Fees and Expenses. The directors may be paid
their expenses, if any, of attendance at each meeting of the board of
directors and may be paid a fixed sum for attendance at each meeting of the
board of directors or a stated salary or other compensation as a director.
No such payment shall preclude any director from serving the corporation in
any other capacity and receiving compensation therefor. Members of special
or standing committees may be allowed like compensation for attending
committee meetings.
SECTION 4.05. Resignation. Any director may resign at any time
and such resignation shall take effect upon receipt thereof by the
corporation, or such subsequent time as set forth in the notice of
resignation.
SECTION 4.06. Qualifications. A director need not be a
shareholder, a citizen of the United States or a resident of the State of
Michigan.
SECTION 4.07. Notification of Nominations. (a) Subject to the
rights of the holders of any series of Preferred Stock, nominations for the
election of directors may be made by the Board or by any shareholder who is
a shareholder of record at the time of giving of the notice of nomination
provided for in this Section 4.07 and who is entitled to vote for the
election of directors. Any shareholder of record entitled to vote for the
election of directors at a meeting may nominate persons for election as
directors only if timely written notice of such shareholder's intent to
make such nomination is given, either by personal delivery or by United
States mail, postage prepaid, to the Secretary. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation (i) with respect to an
election to be held at an annual meeting of shareholders, not less than 70
nor more than 90 days prior to the anniversary date of the immediately
preceding annual meeting; provided, however, that in the event that the
date of the annual meeting is more than 30 days earlier or more than 60
days later than such anniversary date, notice by the shareholder to be
timely must be so given not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the 70th
day prior to such annual meeting or the 10th day following the day on which
public announcement of the date of such meeting is first made and (ii) with
respect to an election to be held at a special meeting of shareholders for
the election of directors, not earlier than the 90th day prior to such
special meeting and not later than the close of business on the later of
the 60th day prior to such special meeting or the 10th day following the
day on which public announcement is first made of the date of the special
meeting and of the nominees to be elected at such meeting. Each such
notice shall set forth: (a) the name and address of the shareholder who
intends to make the nomination and of the person or persons to be
nominated; (b) a representation that the shareholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) a description of all arrangements or
understandings between the shareholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would
have been required to be included in a
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proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had each nominee been nominated, or intended to be
nominated, by the Board; (e) the consent of each nominee to serve as a
director of the Corporation if so elected and (f) if the shareholder
intends to solicit proxies in support of such shareholder's nominee(s), a
representation to that effect. The chairman of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure or if the shareholder solicits proxies in favor of such
shareholder's nominee(s) without having made the representation required by
the immediately preceding sentence. Only such persons who are nominated in
accordance with the procedures set forth in this Section 4.07 shall be
eligible to serve as directors of the Corporation.
(b) Notwithstanding anything in the immediately preceding
paragraph of this Section 4.07 to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the
Corporation at an annual meeting of shareholders is increased and there is
no public announcement naming all of the nominees for directors or
specifying the size of the increased Board of Directors made by the
Corporation at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required by this
Section 4.07 shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to or mailed to and received by the secretary at the principal
executive offices of the Corporation not later than the close of business
on the 10th day following the day on which such public announcement is
first made by the Corporation.
SECTION 4.08. Maximum Age of Nominees for Director. No person
shall be eligible for election or appointment as a director after attaining
the age of 75.
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ARTICLE V
Meetings of Directors
SECTION 5.01. Places of Meetings. The board of directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Michigan.
SECTION 5.02. First Meeting of Newly Elected Board. The first
meeting of each newly elected board of directors shall be held following
the annual meeting of shareholders, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event such meeting is
not held immediately following the annual meeting of shareholders, the
meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the board of
directors, or as shall be specified in a written waiver signed by all of
the directors.
SECTION 5.03. Regular Meetings. Regular meetings of the board
of directors may be held without notice at such time and at such place as
shall from time to time be determined by the board.
SECTION 5.04. Special Meetings. Special meetings of the board
may be called by the Chief Executive Officer or Secretary or by a majority
of the directors then in office, on two days' notice to each director,
either personally or by mail or by facsimile.
SECTION 5.05. Purpose Need Not Be Stated. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of
the board of directors need be specified in the notice of such meeting.
SECTION 5.06. Quorum. At all meetings of the board a majority
of the total number of directors then in office shall constitute a quorum
for the transactions of business, and the acts of a majority of the
directors present at any meeting at which there is a quorum shall be the
acts of the board of directors, except as may be otherwise specifically
provided by applicable law or by the Articles of Incorporation. If a
quorum shall not be present at any meeting of the board of directors, the
directors present thereat may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall
be present.
SECTION 5.07. Action Without a Meeting. Unless otherwise
restricted by the Articles of Incorporation or these By-laws, any action
required or permitted to be taken at any meeting of the board of directors
or of any committee thereof may be taken without a meeting, if, before or
after the action, a written consent thereto is signed by all members of the
board or of such committee, as the case may be, and such written consent is
filed with the minutes or proceedings of the board or committee. Such
consent shall have the same effect as a vote of the board or committee for
all purposes.
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SECTION 5.08. Meeting by Telephone or Similar Equipment. 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, and
participation in a meeting pursuant to this Section shall constitute
presence in person at such meeting.
SECTION 5.09. Waiver of Notice. Attendance of a director at a
meeting of the board or any committee constitutes a waiver of notice of the
meeting, except where a director attends a meeting for the express purpose
of objecting to the transacting of any business because the meeting is not
lawfully called or convened. Notice of any meeting of the board or a
committee need not be given to any person entitled thereto who waives such
notice in writing, either before or after the meeting.
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ARTICLE VI
Committees of Directors
SECTION 6.01. Executive Committee of the Board. The board of
directors may appoint an Executive Committee of the Board whose membership
shall consist of such members of the board of directors as it may deem
advisable from time to time to serve during the pleasure of the board. The
board of directors may also appoint directors to serve as alternates for
members of the Executive Committee of the Board in the absence or
disability of regular members. The board of directors may fill any
vacancies in the Executive Committee of the Board as they occur. The
Executive Committee of the Board, if there be one, shall have and may
exercise the powers of the board of directors in the management of the
business affairs and property of the corporation during the intervals
between meetings of the board of directors, subject to applicable law and
to such limitations and control as the board of directors may impose from
time to time.
SECTION 6.02. Other Committees. The board of directors may
designate such other committees as it may deem appropriate, and such
committees shall exercise the authority delegated to them.
SECTION 6.03. Meetings. Each committee provided for above shall
meet as often as its business may require and may fix a day and time for
regular meetings, notice of which shall not be required. Whenever the day
fixed for a meeting shall fall on a holiday, the meeting shall be held on
the business day following or on such other day as the committee may
determine. Special meetings of committees may be called by any member, and
notice thereof may be given to the members by mail, telephone or facsimile.
A majority of its members shall constitute a quorum for the transaction of
business of any of the committees.
SECTION 6.04. Substitutes. In the absence or disqualification
of a member of a committee, the members thereof present at a meeting and
not disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the board to act at the meeting in
place of such absent or disqualified member.
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ARTICLE VII
Officers
SECTION 7.01. Appointment. The board of directors at its first
meeting after the annual meeting of shareholders, or as soon as practicable
after the election of directors in each year, shall appoint a Chief
Executive Officer and may elect a Chairman of the Board and any number of
Vice Chairmen of the Board. The board of directors may also appoint a
President and one or more Vice Presidents and shall appoint a Secretary and
a Treasurer. None of such officers, except the Chairman of the Board and
any Vice Chairman of the Board, need be members of the board. The board
from time to time may appoint such other officers as they may deem proper.
The dismissal of an officer, the appointment of an officer to fill the
place of one who has been dismissed or has ceased for any reason to be an
officer, the appointment of any additional officers, and the change of an
officer to a different or additional office, may be made by the board of
directors at any later meeting. Any two or more offices may be filled by
the same person.
SECTION 7.02. Term of Office. Each officer shall hold office at
the pleasure of the board. The board of directors may remove any officer
for cause or without cause. Any officer may resign his office at any time,
such resignation to take effect upon receipt of written notice thereof by
the corporation unless otherwise specified in the resignation. If any
office becomes vacant for any reason, the vacancy may be filled by the
board.
SECTION 7.03. Chairman of the Board. The Chairman of the Board,
if there be one, shall, when present, preside at all meetings of the
directors and shareholders. He shall have such other duties and powers as
may be imposed or given by the board.
SECTION 7.04. Vice Chairmen of the Board. Each Vice Chairman of
the Board shall have such powers and perform such duties as may be assigned
to him from time to time by the Chairman of the Board or the board of
directors.
SECTION 7.05. The Chief Executive Officer. The Chief Executive
Officer shall have final authority, subject to the control of the board of
directors, over the general policy and business of the corporation and
shall have the general control and management of the business and affairs
of the corporation. Unless there shall be a Chairman of the Board, or, if
there be one, in the event of his death, resignation, absence or inability
to act, the Chief Executive Officer shall preside at all meetings of the
shareholders, and, if he shall be a director, at all meetings of the board
of directors. The Chief Executive Officer shall have the power, subject to
the control of the board of directors, to appoint or discharge and to
prescribe the duties and to fix the compensation of such agents and
employees of the corporation as he may deem necessary. He shall have the
authority to appoint or suspend the duties of officers on an interim basis,
and the authority to establish compensation for corporate officers subject
to the control of the board. He shall make and sign bonds, mortgages and
other contracts and agreements in
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the name and on behalf of the corporation, except when he or the board of
directors by resolution instruct the same to be done by some other officer
or agent. He shall see that all orders and resolutions of the board of
directors are carried into effect and shall perform all other duties
necessary or appropriate to his office, subject, however, to his right and
the right of the directors to delegate any specific powers to any other
officer or officers of the corporation.
SECTION 7.06. The President. The President shall be the chief
operating officer of the corporation and shall have general supervision of
the day-to-day business of the corporation; and shall, in the absence of
the Chief Executive Officer, perform the duties and exercise the powers of
the Chief Executive Officer, and shall perform such other duties and have
such other powers as the Chief Executive Officer or the board of directors
may prescribe from time to time.
SECTION 7.07. Vice Presidents. Each Vice President shall have
such title and powers and perform such duties as may be assigned to him
from time to time by the Chief Executive Officer or the board of directors.
SECTION 7.08. Secretary. The Secretary shall cause to be
maintained minutes of all meetings of the board and of the shareholders and
shall keep a record of all votes at such meetings. The Secretary shall
give, or see to the giving of notice of all meetings of the shareholders
and of the board of directors, and shall perform such other duties as may
be prescribed by the board of directors or the President.
SECTION 7.09. Treasurer. The Treasurer shall have the custody
of the corporate funds and securities, except as otherwise provided by the
board, 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. He shall disburse the funds of the
corporation as may be ordered by the board.
SECTION 7.10. Assistant Secretaries and Treasurers. There may
be elected one or more Assistant Secretaries and Assistant Treasurers who
may, in the absence, disability or nonfeasance of the Secretary or
Treasurer, respectively perform the duties and exercise the powers of such
persons.
SECTION 7.11. Other Officers. All other officers, as may from
time to time be appointed by the board of directors pursuant to this
Article, shall perform such duties and exercise such authority as the board
of directors or the Chief Executive Officer shall prescribe.
SECTION 7.12. Absence of Officer. In the case of the absence of
any officer, or for any other reason that the board may deem sufficient,
the Chief Executive Officer or the board may delegate for the time being
the powers or duties of such officer to any other officer or to any
director.
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ARTICLE VIII
Certificates of Stock
SECTION 8.01. Form. Every holder of stock in the corporation
shall be entitled on request to have a certificate, signed by, or in the
name of the corporation by, the Chairman of the Board, the Chief Executive
Officer, the President or a Vice President, and by the Treasurer, or an
Assistant Treasurer, or the Secretary, or an Assistant Secretary, of the
corporation, certifying the number of shares owned by such holder. The
certificates may, but need not, be sealed with the seal of the corporation,
or a facsimile thereof.
SECTION 8.02. Facsimile Signatures. Any signature on a stock
certificate may be a facsimile. In case any officer who signed, or whose
facsimile signature has been placed upon a certificate, shall have ceased
to be such officer before such certificate is issued, it may be issued with
same effect as if he were such officer at the date of issue.
SECTION 8.03. Substituted Certificates. The officers may direct
a new certificate or certificates to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been
lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the same in such
manner as it shall require and/or to give the corporation a bond in such
sum as it may direct as indemnity against any claim that may be made
against the corporation on account of the certificate alleged to have been
lost or destroyed, or the issuance of such new certificate.
SECTION 8.04. Registered Owner. The corporation shall be
entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, to vote as such owner
and to have all of the other rights and responsibilities of the owner of
such shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof,
except as otherwise provided by statute.
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ARTICLE IX
Indemnification
The Corporation shall, to the fullest extent authorized or permitted by the
Michigan Business Corporation Act, (a) indemnify any person, and his or her
heirs, personal representatives, executors, administrators and legal
representatives, who was, is, or is threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person is or was a director, officer or employee of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation (including a subsidiary
corporation), limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise, whether or not for profit, or by
reason of anything done by such person in such capacity (collectively,
"Covered Matters") and (b) pay or reimburse the reasonable expenses
incurred by such person and his or her heirs, executors, administrators and
legal representatives in connection with any Covered Matter in advance of
final disposition of such Covered Matter. The Corporation may provide such
other indemnification to directors, officers, employees and agents by
insurance, contract or otherwise as is permitted by law and authorized by
the Board of Directors.
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ARTICLE X
Subsidiaries and Divisions
SECTION 10.01. Divisional Officers. The board of directors or
the Chief Executive Officer may, as they shall deem necessary, designate
certain individuals as divisional officer. Any titles given to divisional
officers may be withdrawn at any time, without cause, by the board of
directors or the Chief Executive Officer. A divisional officer may, but
need not be, a director or an executive officer of the corporation. All
divisional officers shall perform such duties and exercise such authority
as the board of directors or the Chief Executive Officer shall prescribe.
SECTION 10.02. Subsidiaries. The Chief Executive Officer, or
any other officer, agent or proxy appointed by the board of directors may
vote the shares of stock owned by the corporation in any subsidiary,
whether wholly or partly owned by the corporation, in such manner as they
may deem in the best interests of the corporation, including, without
limitation, for the election of directors of any such subsidiary
corporation, or for any amendments to the charter or by-laws of any such
subsidiary corporation, or for the liquidation, merger or sale of assets of
any subsidiary corporation. The board of directors or the Chief Executive
Officer may cause to be elected to the board of directors of any such
subsidiary corporation such persons as they shall designate, any of whom
may be, but need not be, directors, executive officers or other employees
or agents of the corporation. The board of directors or the Chief
Executive Officer may instruct the directors of any such subsidiary
corporation as to the manner in which they are to vote upon any issue
properly coming before them as the directors of such subsidiary
corporation, and such directors shall have no liability to the corporation
as the result of any action taken in accordance with such instructions.
SECTION 10.03. Divisional and Subsidiary Officers Not Officers
of the Corporation. Divisional officers, and the officers of any
subsidiary corporation, shall not, by virtue of holding such title and
position, be deemed to be officers of the corporation, nor shall any such
divisional officer or officer of a subsidiary corporation, unless he shall
also be a director or executive officer of the corporation, be entitled to
have access to any files, records or other information relating or
pertaining to the corporation, its business and finances.
ARTICLE XI
Control Share Acquisition Act
The Corporation hereby elects not to be subject to the provisions
of the Stacey, Bennet, and Randall Shareholder Equity Act under the
Michigan Business Corporation Act.
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ARTICLE XII
General Provisions
SECTION 12.01. Checks. All checks, drafts or demands for money
and notes of the Corporation must be signed by such officer or officers or
such other person or persons as the board of directors from time to time
designates. All funds of the Corporation not otherwise employed shall be
deposited or used as the board of directors from time to time designates.
SECTION 12.02. Fiscal Year. The fiscal year of the corporation
shall end on the last day of February of each year or on such other date as
may be fixed by resolution of the board of directors.
SECTION 12.03. Seal. The corporate seal, if any, shall have
inscribed thereon the name of the corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced
or otherwise.
SECTION 12.04. Dividends. 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 meeting, pursuant to law. Dividends may be paid in
cash, in property or in shares of capital stock, subject to the provisions
of the Articles of Incorporation.
SECTION 12.05. Voting Shares of Another Corporation. Shares of
any other corporation owned by this corporation shall be voted in the
manner provided in Section 10.02 of Article X with respect to the voting of
shares in subsidiaries.
ARTICLE XIII
Amendments
Article XIII. Any By-law (other than this Article XIII) may be
adopted, repealed, altered or amended by a majority of the entire Board at
any meeting thereof. The shareholders of the Corporation shall have the
power to amend, alter or repeal any provision of these By-laws only to the
extent and in the manner provided in the Articles of Incorporation.
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