EXHIBIT 3.2
BYLAWS
OF
FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
ARTICLE I
STOCKHOLDERS
SECTION 1. ANNUAL MEETING.
The Corporation shall hold an annual meeting of its stockholders to elect
directors and to transact any other business within its powers during the month
of May, at such place, on such date, and at such time as the Board of Directors
shall fix. Except as provided otherwise by the Corporation's Articles of
Incorporation ("Articles") or by law, any business may be considered at an
annual meeting without the purpose of the meeting having been specified in the
notice. Failure to hold an annual meeting does not invalidate the Corporation's
existence or affect any otherwise valid corporate act.
SECTION 2. SPECIAL MEETINGS.
Special meetings of stockholders of the Corporation may be called by the
President or by the Board of Directors pursuant to a resolution adopted by a
majority of the total number of directors which the Corporation would have if
there were no vacancies on the Board of Directors (hereinafter the "Whole
Board"). Special meetings of the stockholders shall be called by the Secretary
at the request of stockholders only on the written request of stockholders
entitled to cast at least a majority of all the votes entitled to be cast at the
meeting. Such written request shall state the purpose or purposes of the meeting
and the matters proposed to be acted upon at the meeting, and shall be delivered
at the principal office of the Corporation addressed to the President or the
Secretary. The Secretary shall inform the stockholders who make the request of
the reasonably estimated cost of preparing and mailing a notice of the meeting
and, upon payment of these costs to the Corporation, notify each stockholder
entitled to notice of the meeting. The Board of Directors shall have the sole
power to fix (1) the record date for determining stockholders entitled to
request a special meeting of stockholders and the record date for determining
stockholders entitled to notice of and to vote at the special meeting and (2)
the date, time and place of the special meeting and the means of remote
communication, if any, by which stockholders and proxy holders may be considered
present in person and may vote at the special meeting.
SECTION 3. NOTICE OF MEETINGS; ADJOURNMENT.
Not less than ten nor more than 90 days before each stockholders'
meeting, the Secretary shall give notice in writing or by electronic
transmission of the meeting to each stockholder entitled to vote at the meeting
and to each other stockholder entitled to notice of the meeting. The notice
shall state the time and place of the meeting, the means of remote
communication, if any, by which stockholders and proxy holders may be deemed to
be present in person and may vote at the meeting, and, if the meeting is a
special meeting or notice of the purpose is required by statute, the purpose of
the meeting. Notice is given to a stockholder when it is personally delivered to
the stockholder, left at the stockholder's usual place of business, mailed to
the
stockholder at his or her address as it appears on the records of the
Corporation, or transmitted to the stockholder by an electronic transmission to
any address or number of the stockholder at which the stockholder receives
electronic transmissions. If the Corporation has received a request from a
stockholder that notice not be sent by electronic transmission, the Corporation
may not provide notice to the stockholder by electronic transmission.
Notwithstanding the foregoing provisions, each person who is entitled to notice
waives notice if such person, before or after the meeting, delivers a written
waiver or waiver by electronic transmission which is filed with the records of
the stockholders' meetings, or is present at the meeting in person or by proxy.
A meeting of stockholders convened on the date for which it was called
may be adjourned from time to time without further notice to a date not more
than 120 days after the original record date. At any adjourned meeting, any
business may be transacted which might have been transacted at the original
meeting.
As used in these Bylaws, the term "electronic transmission" shall have
the meaning given to such term by Section 1-101(k-1) of the Maryland General
Corporation Law (the "MGCL") or any successor provision.
SECTION 4. QUORUM.
At any meeting of the stockholders, the holders of at least a majority
of all of the shares of the stock entitled to vote at the meeting, present in
person or by proxy (after giving effect for the provisions of Article 5.D of the
Articles), shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law. Unless the
Articles of the Corporation provide otherwise, where a separate vote by a class
or classes is required, a majority of the shares of such class or classes,
present in person or represented by proxy, shall constitute a quorum entitled to
take action with respect to that vote on that matter.
If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock who are present at
the meeting, in person or by proxy, may, in accordance with Section 3 of this
Article I, adjourn the meeting to another place, date or time.
SECTION 5. ORGANIZATION AND CONDUCT OF BUSINESS.
Such person as the Board of Directors may have designated or, in the
absence of such a person, the President of the Corporation or, in his or her
absence, such person as may be chosen by the holders of a majority of the shares
entitled to vote at the meeting who are present, in person or by proxy (after
giving effect to the provisions of Article 5.D. of the Articles), shall call to
order any meeting of the stockholders and act as chairman of the meeting. In the
absence of the Secretary of the Corporation, the secretary of the meeting shall
be such person as the chairman appoints. The chairman of any meeting of
stockholders shall determine the order of business and the procedure at the
meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him or her in order.
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SECTION 6. ADVANCE NOTICE PROVISIONS FOR BUSINESS TO BE TRANSACTED AT
ANNUAL MEETINGS AND ELECTIONS OF DIRECTORS.
(a) At any annual meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting (i) as
specified in the Corporation's notice of the meeting, (ii) by or at the
direction of the Board of Directors or (iii) by any stockholder of the
Corporation who (1) is a stockholder of record on the date of giving the notice
provided for in this Section 6(a) and on the record date for the determination
of stockholders entitled to vote at such annual meeting, and (2) complies with
the notice procedures set forth in this Section 6(a). For business to be
properly brought before an annual meeting by a stockholder pursuant to clause
(iii) of the immediately preceding sentence, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation and such
business must otherwise be a proper matter for action by stockholders.
To be timely, a stockholder's notice must be delivered or mailed to and
received by the Secretary at the principal executive office of the Corporation
by not later than the close of business on the 90th day prior to the anniversary
date of the date of the proxy statement relating to the preceding year's annual
meeting and not earlier than the close of business on the 120th day prior to the
anniversary date of the date of the proxy statement relating to the preceding
year's annual meeting; provided, however, that in the event the annual meeting
is the first annual meeting of stockholders of the Corporation, notice by the
stockholder to be timely must be so received by not later than the close of
business on the 90th day prior to the first anniversary of the date of the last
annual meeting of stockholders of Alpena Bancshares, Inc., a federal
corporation, and not earlier than the close of business on the 120th day prior
to the first anniversary of the date of the last annual meeting of stockholders
of Alpena Bancshares, Inc., a federal corporation; provided, further, that in
the event that the date of the annual meeting is advanced by more than 20 days,
or delayed by more than 60 days, from the anniversary date of the preceding
year's annual meeting, notice by the stockholder to be timely must be so
received not earlier than the close of business on the 120th day prior to the
date of such annual meeting and not later than the close of business on the
later of (A) the 90th day prior to the date of such annual meeting or (B) the
tenth day following the first to occur of (i) the day on which notice of the
date of the annual meeting was mailed or otherwise transmitted or (ii) the day
on which public announcement of the date of the annual meeting was first made by
the Corporation. No adjournment or postponement of a meeting of stockholders
shall commence a new period for the giving of notice hereunder.
A stockholder's notice to the Secretary must set forth as to each matter
such stockholder proposes to bring before the annual meeting: (i) 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; (ii) the name
and address of such stockholder as they appear on the Corporation's books and of
the beneficial owner, if any, on whose behalf the proposal is made; (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by such stockholder and such beneficial
owner; (iv) a description of all arrangements or understandings between such
stockholder and any other person or persons (including their names) in
connection with the proposal of such business by such stockholder and any
material interest of such stockholder in such business; and (v) a representation
that such stockholder
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intends to appear in person or by proxy at the annual meeting to bring such
business before the meeting.
Notwithstanding anything in these Bylaws to the contrary, no business
shall be brought before or conducted at an annual meeting except in accordance
with the provisions of this Section 6(a). The officer of the Corporation or
other person presiding over the annual meeting shall, if the facts so warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 6(a) and,
if he or she should so determine, he or she shall so declare to the meeting and
any such business so determined to be not properly brought before the meeting
shall not be transacted.
At any special meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting pursuant to the
Corporation's notice of the meeting.
(b) Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the Corporation.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of stockholders at which directors are to be elected
only (i) by or at the direction of the Board of Directors or (ii) by any
stockholder of the Corporation who (1) is a stockholder of record on the date of
giving the notice provided for in this Section 6(b) and on the record date for
the determination of stockholders entitled to vote at such meeting, and (2)
complies with the notice procedures set forth in this Section 6(b). Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made by timely notice in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered or mailed
to and received by the Secretary at the principal executive office of the
Corporation by not later than the close of business on the 90th day prior to the
anniversary date of the date of the proxy statement relating to the preceding
year's annual meeting and not earlier than the close of business on the 120th
day prior to the anniversary date of the date of the proxy statement relating to
the preceding year's annual meeting; provided, however, that in the event the
annual meeting is the first annual meeting of stockholders of the Corporation,
notice by the stockholder to be timely must be so received by not later than the
close of business on the 90th day prior to the first anniversary of the date of
the last annual meeting of stockholders of Alpena Bancshares, Inc., a federal
corporation, and not earlier than the close of business on the 120th day prior
to the first anniversary of the date of the last annual meeting of stockholders
of Alpena Bancshares, Inc., a federal corporation; provided, further, that in
the event that the date of the annual meeting is advanced by more than 20 days,
or delayed by more than 60 days, from the anniversary date of the preceding
year's annual meeting, notice by the stockholder to be timely must be so
received not earlier than the close of business on the 120th day prior to the
date of such annual meeting and not later than the close of business on the
later of (A) the 90th day prior to the date of such annual meeting or (B) the
tenth day following the first to occur of (i) the day on which notice of the
date of the annual meeting was mailed or otherwise transmitted or (ii) the day
on which public announcement of the date of the annual meeting was first made by
the Corporation. No adjournment or postponement of a meeting of stockholders
shall commence a new period for the giving of notice hereunder.
A stockholder's notice must be in writing and set forth (a) as to each
person whom the stockholder proposes to nominate for election as a director, all
information relating to such person that is required to be disclosed in
connection with solicitations of proxies for election of
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directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
any successor rule or regulation; and (b) as to the stockholder giving the
notice: (i) the name and address of such stockholder as they appear on the
Corporation's books and of the beneficial owner, if any, on whose behalf the
nomination is made; (ii) the class or series and number of shares of capital
stock of the Corporation which are owned beneficially or of record by such
stockholder and such beneficial owner; (iii) a description of all arrangements
or understandings between such stockholder and each proposed nominee and any
other person or persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder; (iv) a representation that
such stockholder intends to appear in person or by proxy at the meeting to
nominate the persons named in its notice; and (v) any other information relating
to such stockholder that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with solicitations of proxies
for election of directors pursuant to Regulation 14A under the Exchange Act or
any successor rule or regulation. Such notice must be accompanied by a written
consent of each proposed nominee to be named as a nominee and to serve as a
director if elected. No person shall be eligible for election as a director of
the Corporation unless nominated in accordance with the provisions of this
Section 6(b). The officer of the Corporation or other person presiding at the
meeting shall, if the facts so warrant, determine that a nomination was not made
in accordance with such provisions and, if he or she should so determine, he or
she shall so declare to the meeting and the defective nomination shall be
disregarded.
(c) For purposes of subsections (a) and (b) of this Section 6, the
term "public announcement" shall mean disclosure (i) in a press release reported
by a nationally recognized news service, (ii) in a document publicly filed or
furnished by the Corporation with the U.S. Securities and Exchange Commission or
(iii) on a website maintained by the Corporation.
SECTION 7. PROXIES AND VOTING.
Unless the Articles of the Corporation provide for a greater or lesser
number of votes per share or limits or denies voting rights, each outstanding
share of stock, regardless of class, is entitled to one vote on each matter
submitted to a vote at a meeting of stockholders; however, a share is not
entitled to be voted if any installment payable on it is overdue and unpaid. In
all elections for directors, directors shall be determined by a plurality of the
votes cast, and except as otherwise required by law or as provided in the
Articles of the Corporation, all other matters voted on by stockholders shall be
determined by a majority of the votes cast on the matter.
A stockholder may vote the stock the stockholder owns of record either
in person or by proxy. A stockholder may sign a writing authorizing another
person to act as proxy. Signing may be accomplished by the stockholder or the
stockholder's authorized agent signing the writing or causing the stockholder's
signature to be affixed to the writing by any reasonable means, including
facsimile signature. A stockholder may authorize another person to act as proxy
by transmitting, or authorizing the transmission of, an authorization for the
person to act as the proxy to the person authorized to act as proxy or to any
other person authorized to receive the proxy authorization on behalf of the
person authorized to act as the proxy, including a proxy solicitation firm or
proxy support service organization. The authorization may be transmitted by a
telegram, cablegram, datagram, electronic mail or any other electronic or
telephonic means. Unless a proxy provides otherwise, it is not valid more than
11 months after its date. A proxy is
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revocable by a stockholder at any time without condition or qualification unless
the proxy states that it is irrevocable and the proxy is coupled with an
interest. A proxy may be made irrevocable for as long as it is coupled with an
interest. The interest with which a proxy may be coupled includes an interest in
the stock to be voted under the proxy or another general interest in the
Corporation or its assets or liabilities.
SECTION 8. CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.
Except as provided in the following sentence, any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting if a unanimous consent which sets forth the action is given in writing
or by electronic transmission by each stockholder entitled to vote on the matter
and is filed in paper or electronic format with the records of stockholder
meetings. Unless the Articles of the Corporation require otherwise, the holders
of any class of the Corporation's stock other than common stock, entitled to
vote generally in the election of directors, may take action or consent to any
action by delivering a consent in writing or by electronic transmission of the
stockholders entitled to cast not less than the minimum number of votes that
would be necessary to authorize or take the action at a meeting of the
stockholders if the Corporation gives notice of the action so taken to each
stockholder not later than ten days after the effective time of the action.
SECTION 9. CONDUCT OF VOTING
The Board of Directors shall, in advance of any meeting of stockholders,
appoint one or more persons as inspectors of election, to act at the meeting or
any adjournment thereof and make a written report thereof, in accordance with
applicable law. At all meetings of stockholders, the proxies and ballots shall
be received, and all questions relating to the qualification of voters and the
validity of proxies and the acceptance or rejection of votes shall be decided or
determined by the inspector of elections. All voting, including on the election
of directors but excepting where otherwise required by law, may be by a voice
vote; provided, however, that upon demand therefor by a stockholder entitled to
vote or his or her proxy or the chairman of the meeting, a written vote shall be
taken. Every written vote shall be taken by ballot, each of which shall state
the name of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. Every vote taken by
ballot shall be counted by an inspector or inspectors appointed by the chairman
of the meeting. No candidate for election as a director at a meeting shall serve
as an inspector at such meeting.
SECTION 10. CONTROL SHARE ACQUISITION ACT.
Notwithstanding any other provision of the Articles of the Corporation
or these Bylaws, Title 3, Subtitle 7 of the MGCL (or any successor statute)
shall not apply to any acquisition by any person of shares of stock of the
Corporation. This Section 10 may be repealed, in whole or in part, at any time,
whether before or after an acquisition of Control Shares (as defined in Section
3-701(d) of the MGCL, or any successor provision) and, upon such repeal, may, to
the extent provided by any successor bylaw, apply to any prior or subsequent
Control Share Acquisition (as defined in Section 3-701(d) of the MGCL, or any
successor provision).
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ARTICLE II
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS, NUMBER AND TERM OF OFFICE.
The business and affairs of the Corporation shall be managed under the
direction of the Board of Directors. The number of directors of the Corporation
shall, by virtue of the Corporation's election made hereby to be governed by
Section 3-804(b) of the MGCL, be fixed from time to time exclusively by vote of
the Board of Directors; provided, however, that such number shall never be less
than the minimum number of directors required by the MGCL now or hereafter in
force. The Board of Directors shall annually elect a Chairman of the Board and a
President from among its members and shall designate, when present, either the
Chairman of the Board or the President to preside at its meetings.
The directors, other than those who may be elected by the holders of any
series of preferred stock, shall be divided into three classes, as nearly equal
in number as reasonably possible, with the term of office of the first class to
expire at the first annual meeting of stockholders, the term of office of the
second class to expire at the annual meeting of stockholders one year thereafter
and the term of office of the third class to expire at the annual meeting of
stockholders two years thereafter, with each director to hold office until his
or her successor shall have been duly elected and qualified. At each annual
meeting of stockholders, commencing with the first annual meeting, directors
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of stockholders
after their election or for such shorter period of time as the Board of
Directors may determine, with each director to hold office until his or her
successor shall have been duly elected and qualified.
SECTION 2. VACANCIES AND NEWLY CREATED DIRECTORSHIPS.
By virtue of the Corporation's election made hereby to be subject to
Section 3-804(c) of the MGCL, any vacancies in the Board of Directors resulting
from an increase in the size of the Board of Directors or the death, resignation
or removal of a director may be filled only by the affirmative vote of a
majority of the remaining directors in office, even if the remaining directors
do not constitute a quorum, and any director elected to fill a vacancy shall
hold office for the remainder of the full term of the class of directors in
which the vacancy occurred and until a successor is elected and qualifies. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
SECTION 3. REGULAR MEETINGS.
Regular meetings of the Board of Directors shall be held at such place
or places or by means of remote communication, on such date or dates, and at
such time or times as shall have been established by the Board of Directors and
publicized among all directors. A notice of each regular meeting shall not be
required. Any regular meeting of the Board of Directors may adjourn from time to
time to reconvene at the same or some other place, and no notice need be given
of any such adjourned meeting other than by announcement.
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SECTION 4. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by one-third
(1/3) of the directors then in office (rounded up to the nearest whole number)
or by the President and shall be held at such place or by means of remote
communication, on such date, and at such time as they or he or she shall fix.
Notice of the place, date, and time of each such special meeting shall be given
to each director who has not waived notice by mailing and post-marking written
notice not less than five days before the meeting, or by facsimile or other
electronic transmission of the same not less than 24 hours before the meeting.
Any director may waive notice of any special meeting, either before or after
such meeting, by delivering a written waiver or a waiver by electronic
transmission that is filed with the records of the meeting. Attendance of a
director at a special meeting shall constitute a waiver of notice of such
meeting, except where the director attends the 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. Neither the
business to be transacted at nor the purpose of any special meeting of the Board
of Directors need be specified in the notice of such meeting. Any special
meeting of the Board of Directors may adjourn from time to time to reconvene at
the same or some other place, and no notice need be given of any such adjourned
meeting other than by announcement.
SECTION 5. QUORUM.
At any meeting of the Board of Directors, a majority of the authorized
number of directors then constituting the Board shall constitute a quorum for
all purposes. If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.
SECTION 6. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of a conference
telephone or other communications equipment if all persons participating in the
meeting can hear each other at the same time. Such participation shall
constitute presence in person at such meeting.
SECTION 7. CONDUCT OF BUSINESS.
At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors present,
except as otherwise provided in these Bylaws, the Corporation's Articles or
required by law. Action may be taken by the Board of Directors without a meeting
if a unanimous consent which sets forth the action is given in writing or by
electronic transmission by each member of the Board of Directors and filed in
paper or electronic form with the minutes of proceedings of the Board of
Directors.
SECTION 8. POWERS.
All powers of the Corporation may be exercised by or under the authority
of the Board of Directors except as conferred on or reserved to the stockholders
by law or by the Corporation's
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Articles or these Bylaws. Consistent with the foregoing, the Board of Directors
shall have, among other powers, the unqualified power:
(i) To declare dividends from time to time in accordance with law;
(ii) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(iii) To authorize the creation, making and issuance, in such form as
it may determine, of written obligations of every kind,
negotiable or non-negotiable, secured or unsecured, and to do
all things necessary in connection therewith;
(iv) To remove any officer of the Corporation with or without cause,
and from time to time to devolve the powers and duties of any
officer upon any other person for the time being;
(v) To confer upon any officer of the Corporation the power to
appoint, remove and suspend subordinate officers, employees and
agents;
(vi) To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plans for directors, officers,
employees and agents of the Corporation and its subsidiaries as
it may determine;
(vii) To adopt from time to time such insurance, retirement, and other
benefit plans for directors, officers, employees and agents of
the Corporation and its subsidiaries as it may determine; and
(viii) To adopt from time to time regulations, not inconsistent with
these Bylaws, for the management of the Corporation's business
and affairs.
SECTION 9. COMPENSATION OF DIRECTORS.
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
Board of Directors.
SECTION 10. RESIGNATION.
Any director may resign at any time by giving written notice of such
resignation to the President or the Secretary at the principal office of the
Corporation. Unless otherwise specified therein, such resignation shall take
effect upon receipt thereof.
SECTION 11. PRESUMPTION OF ASSENT.
A director of the Corporation who is present at a meeting of the Board
of Directors at which action on any corporate matter is taken shall be presumed
to have assented to such action unless such director announces his dissent at
the meeting and (a) such director's dissent is entered in the minutes of the
meeting, (b) such director files his written dissent to such action
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with the secretary of the meeting before the adjournment thereof, or (c) such
director forwards his written dissent within 24 hours after the meeting is
adjourned, by certified mail, return receipt requested, bearing a postmark from
the United States Postal Service, to the secretary of the meeting or the
Secretary of the Corporation. Such right to dissent shall not apply to a
director who voted in favor of such action or failed to make his dissent known
at the meeting.
SECTION 12. QUALIFICATIONS.
Any person appointed or elected to the Board of Directors shall reside,
or work, in a county in which First Federal of Northern Michigan (the banking
subsidiary of the Corporation) maintains an office (at the time of
appointment/election) or in a county contiguous to a county in which First
Federal of Northern Michigan maintains an office.
SECTION 13. ATTENDANCE AT BOARD MEETINGS.
The Board of Directors shall have the right to remove any director from
the board upon a director's unexcused absence of three consecutive regularly
scheduled meetings of the board of directors.
ARTICLE III
COMMITTEES
SECTION 1. COMMITTEES OF THE BOARD OF DIRECTORS.
The Board of Directors may appoint from among its members an Executive
Committee and other committees composed of one or more directors and delegate to
these committees any of the powers of the Board of Directors, except the power
to authorize dividends on stock (except as provided in Section 2-309(c) of the
MGCL), issue stock other than as provided in the next sentence, recommend to the
stockholders any action which requires stockholder approval, amend these Bylaws,
or approve any merger or share exchange which does not require stockholder
approval. If the Board of Directors has given general authorization for the
issuance of stock providing for or establishing a method or procedure for
determining the maximum number of shares to be issued, a committee of the Board
of Directors, in accordance with that general authorization or any stock option
or other plan or program adopted by the Board of Directors, may authorize or fix
the terms of stock subject to classification or reclassification and the terms
on which any stock may be issued, including all terms and conditions required or
permitted to be established or authorized by the Board of Directors under
Sections 2-203 and 2-208 of the MGCL. Any committee so designated may exercise
the power and authority of the Board of Directors if the resolution which
designated the committee or a supplemental resolution of the Board of Directors
shall so provide.
SECTION 2. CONDUCT OF BUSINESS.
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; one-third of the members shall constitute
a quorum unless the committee shall consist of one or two members, in which
event one member shall constitute a quorum; and all matters shall be
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determined by a majority vote of the members present. Action may be taken by any
committee without a meeting if a unanimous consent which sets forth the action
is given in writing or by electronic transmission by each member of the
committee and filed in paper or electronic form with the minutes of the
proceedings of such committee. The members of any committee may conduct any
meeting thereof by conference telephone or other communications equipment in
accordance with the provisions of Section 6 of Article II.
SECTION 3. NOMINATING COMMITTEE.
The Board of Directors may appoint a Nominating Committee of the Board,
consisting of at least three members. The Nominating Committee shall have
authority (i) to review any nominations for election to the Board of Directors
made by a stockholder of the Corporation pursuant to Section 6(b) of Article I
of these Bylaws in order to determine compliance with such Bylaw and (ii) to
recommend to the Whole Board nominees for election to the Board of Directors to
replace those directors whose terms expire at the annual meeting of stockholders
next ensuing.
ARTICLE IV
OFFICERS
SECTION 1. GENERALLY.
(a) The Board of Directors as soon as may be practicable after the
annual meeting of stockholders shall choose a Chairman of the Board, President,
one or more Vice Presidents, a Secretary and a Treasurer and from time to time
may choose such other officers as it may deem proper. Any number of offices may
be held by the same person, except that no person may concurrently serve as both
President and Vice President of the Corporation.
(b) The term of office of all officers shall be until the next
annual election of officers and until their respective successors are chosen,
but any officer may be removed from office at any time by the affirmative vote
of a majority of the authorized number of directors then constituting the Board
of Directors.
(c) All officers chosen by the Board of Directors shall each have
such powers and duties as generally pertain to their respective offices, subject
to the specific provisions of this Article IV. Such officers shall also have
such powers and duties as from time to time may be conferred by the Board of
Directors or by any committee thereof.
SECTION 2. CHAIRMAN OF THE BOARD OF DIRECTORS.
The Chairman of the Board of Directors of the Corporation shall act in a
general executive capacity and, subject to the direction of the Board of
Directors, shall have general responsibility for the supervision of the policies
and affairs of the Corporation and the effective administration of the
Corporation's business.
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SECTION 3. PRESIDENT.
The President shall be the chief executive officer and, subject to the
control of the Board of Directors, shall have general power over the management
and oversight of the administration and operation of the Corporation's business
and general supervisory power and authority over its policies and affairs. The
President shall see that all orders and resolutions of the Board of Directors
and of any committee thereof are carried into effect.
SECTION 4. VICE PRESIDENT.
The Vice President or Vice Presidents, if any, shall perform the duties
of the President in the President's absence or during his or her disability to
act. In addition, the Vice Presidents shall perform the duties and exercise the
powers usually incident to their respective offices and/or such other duties and
powers as may be properly assigned to them from time to time by the Board of
Directors, the Chairman of the Board or the President.
SECTION 5. SECRETARY.
The Secretary or an Assistant Secretary shall issue notices of meetings,
shall keep their minutes, shall have charge of the seal and the corporate books,
shall perform such other duties and exercise such other powers as are usually
incident to such offices and/or such other duties and powers as are properly
assigned thereto by the Board of Directors, the Chairman of the Board or the
President.
SECTION 6. TREASURER.
The Treasurer shall have charge of all monies and securities of the
Corporation, other than monies and securities of any division of the Corporation
which has a treasurer or financial officer appointed by the Board of Directors,
and shall keep regular books of account. The funds of the Corporation shall be
deposited in the name of the Corporation by the Treasurer with such banks or
trust companies or other entities as the Board of Directors from time to time
shall designate. The Treasurer shall sign or countersign such instruments as
require his or her signature, shall perform all such duties and have all such
powers as are usually incident to such office and/or such other duties and
powers as are properly assigned to him or her by the Board of Directors, the
Chairman of the Board or the President, and may be required to give bond for the
faithful performance of his or her duties in such sum and with such surety as
may be required by the Board of Directors.
SECTION 7. ASSISTANT SECRETARIES AND OTHER OFFICERS.
The Board of Directors may appoint one or more assistant secretaries and
one or more assistants to the Treasurer, or one appointee to both such
positions, which officers shall have such powers and shall perform such duties
as are provided in these Bylaws or as may be assigned to them by the Board of
Directors, the Chairman of the Board or the President.
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SECTION 8. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS
Stock of other corporations or associations, registered in the name of
the Corporation, may be voted by the President, a Vice-President, or a proxy
appointed by either of them. The Board of Directors, however, may by resolution
appoint some other person to vote such shares, in which case such person shall
be entitled to vote such shares upon the production of a certified copy of such
resolution.
ARTICLE V
STOCK
SECTION 1. CERTIFICATES OF STOCK.
The Board of Directors may determine to issue certificated or
uncertificated shares of capital stock and other securities of the Corporation.
For certificated stock, each stockholder is entitled to certificates which
represent and certify the shares of stock he or she holds in the Corporation.
Each stock certificate shall include on its face the name of the Corporation,
the name of the stockholder or other person to whom it is issued, and the class
of stock and number of shares it represents. It shall also include on its face
or back (a) a statement of any restrictions on transferability and a statement
of the designations and any preferences, conversion and other rights, voting
powers, restrictions, limitations as to dividends, qualifications, and terms and
conditions of redemption of the stock of each class which the Corporation is
authorized to issue, of the differences in the relative rights and preferences
between the shares of each series of preferred stock which the Corporation is
authorized to issue, to the extent they have been set, and of the authority of
the Board of Directors to set the relative rights and preferences of subsequent
series of preferred stock or (b) a statement which provides in substance that
the Corporation will furnish a full statement of such information to any
stockholder on request and without charge. Such request may be made to the
Secretary or to the Corporation's transfer agent. Upon the issuance of
uncertificated shares of capital stock, the Corporation shall send the
stockholder a written statement of the same information required above on stock
certificates. Each stock certificate shall be in such form, not inconsistent
with law or with the Corporation's Articles, as shall be approved by the Board
of Directors or any officer or officers designated for such purpose by
resolution of the Board of Directors. Each stock certificate shall be signed by
the Chairman of the Board, the President, or a Vice-President, and countersigned
by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant
Treasurer. Each certificate may be sealed with the actual corporate seal or a
facsimile of it or in any other form and the signatures may be either manual or
facsimile signatures. A certificate is valid and may be issued whether or not an
officer who signed it is still an officer when it is issued. A certificate may
not be issued until the stock represented by it is fully paid.
SECTION 2. TRANSFERS OF STOCK.
Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents
designated to transfer shares of the stock of the Corporation. Except where a
certificate is issued in accordance with Section 4 of Article V of these Bylaws,
an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.
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SECTION 3. RECORD DATES OR CLOSING OF TRANSFER BOOKS.
The Board of Directors may, and shall have the power to, set a record
date or direct that the stock transfer books be closed for a stated period for
the purpose of making any proper determination with respect to stockholders,
including which stockholders are entitled to notice of a meeting, vote at a
meeting, receive a dividend, or be allotted other rights. The record date may
not be prior to the close of business on the day the record date is fixed nor,
subject to Section 3 of Article I, more than 90 days before the date on which
the action requiring the determination will be taken; the transfer books may not
be closed for a period longer than 20 days; and, in the case of a meeting of
stockholders, the record date or the closing of the transfer books shall be at
least ten days before the date of the meeting. Any shares of the Corporation's
own stock acquired by the Corporation between the record date for determining
stockholders entitled to notice of or to vote at a meeting of stockholders and
the time of the meeting may be voted at the meeting by the holder of record as
of the record date and shall be counted in determining the total number of
outstanding shares entitled to be voted at the meeting.
SECTION 4. LOST, STOLEN OR DESTROYED CERTIFICATES.
The Board of Directors of the Corporation may determine the conditions
for issuing a new stock certificate in place of one which is alleged to have
been lost, stolen, or destroyed, or the Board of Directors may delegate such
power to any officer or officers of the Corporation. In their discretion, the
Board of Directors or such officer or officers may require the owner of the
certificate to give a bond, with sufficient surety, to indemnify the Corporation
against any loss or claim arising as a result of the issuance of a new
certificate. In their discretion, the Board of Directors or such officer or
officers may refuse to issue such new certificate without the order of a court
having jurisdiction over the matter.
SECTION 5. STOCK LEDGER.
The Corporation shall maintain a stock ledger which contains the name
and address of each stockholder and the number of shares of stock of each class
which the stockholder holds. The stock ledger may be in written form or in any
other form which can be converted within a reasonable time into written form for
visual inspection. The original or a duplicate of the stock ledger shall be kept
at the offices of a transfer agent for the particular class of stock or, if
none, at the principal executive office of the Corporation.
SECTION 6. REGULATIONS.
The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors may
establish.
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ARTICLE VI
MISCELLANEOUS
SECTION 1. FACSIMILE SIGNATURES.
In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or
officers of the Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.
SECTION 2. CORPORATE SEAL.
The Board of Directors may provide a suitable seal, bearing the name of
the Corporation, which shall be in the charge of the Secretary. The Board of
Directors may authorize one or more duplicate seals and provide for the custody
thereof. If the Corporation is required to place its corporate seal to a
document, it is sufficient to meet the requirement of any law, rule, or
regulation relating to a corporate seal to place the word "(seal)" adjacent to
the signature of the person authorized to sign the document on behalf of the
Corporation.
SECTION 3. BOOKS AND RECORDS.
The Corporation shall keep correct and complete books and records of its
accounts and transactions and minutes of the proceedings of its stockholders and
Board of Directors and of any committee when exercising any of the powers of the
Board of Directors. The books and records of the Corporation may be in written
form or in any other form which can be converted within a reasonable time into
written form for visual inspection. Minutes shall be recorded in written form
but may be maintained in the form of a reproduction. The original or a certified
copy of these Bylaws shall be kept at the principal office of the Corporation.
SECTION 4. RELIANCE UPON BOOKS, REPORTS AND RECORDS.
Each director, each member of any committee designated by the Board of
Directors, and each officer and agent of the Corporation shall, in the
performance of his or her duties, in addition to any protections conferred upon
him or her by law, be fully protected in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or statements presented to the Corporation by any of its officers or
employees, or committees of the Board of Directors so designated, or by any
other person as to matters which such director, committee member, officer or
agent reasonably believes are within such other person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Corporation.
SECTION 5. FISCAL YEAR.
The fiscal year of the Corporation shall be as fixed by the Board of
Directors.
SECTION 6. TIME PERIODS.
In applying any provision of these Bylaws which requires that an act be
done or not be done a specified number of days prior to an event or that an act
be done during a period of a
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specified number of days prior to an event, calendar days shall be used, the day
of the doing of the act shall be excluded and the day of the event shall be
included.
SECTION 7. CHECKS, DRAFTS, ETC.
All checks, drafts and orders for the payment of money, notes and other
evidences of indebtedness, issued in the name of the Corporation, shall, unless
otherwise provided by resolution of the Board of Directors, be signed by the
President, a Vice-President, an Assistant Vice-President, the Treasurer or an
Assistant Treasurer.
SECTION 8. MAIL.
Any notice or other document which is required by these Bylaws to be
mailed shall be deposited in the United States mail, postage prepaid.
SECTION 9. CONTRACTS AND AGREEMENTS.
To the extent permitted by applicable law, and except as otherwise
prescribed by the Articles or these Bylaws, the Board of Directors may authorize
any officer, employee or agent of the Corporation to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation. Such authority may be general or confined to specific instances. A
person who holds more than one office in the Corporation may not act in more
than one capacity to execute, acknowledge, or verify an instrument required by
law to be executed, acknowledged, or verified by more than one officer.
ARTICLE VIII
AMENDMENTS
These Bylaws may be adopted, amended or repealed as provided in the
Articles of the Corporation.
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