Exhibit 3.12b
BY-LAWS
OF
COMMERCIAL EQUIPMENT COMPANY
(Adopted November 16, 1976)
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the corporation shall
be located in the City of Grand Rapids, County of Kent, State of Michigan.
Section 2. Registered Office. The registered office of the corporation may
be the same as the principal office of the corporation, but in any event must be
located in the State of Michigan, and be the business office of the registered
agent, as required by the Michigan Business Corporation Act.
Section 3. Other Business Offices. The corporation may have business
offices at such other places, either within or without the State of Michigan, as
the Board of Directors may designate or as the business of the corporation may
require from time to time.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the third Monday in the month of March in each year, at the hour of nine
o'clock A.M., for the election of a Board of Directors and for the transaction
of such other business as may properly come before the meeting. If the day fixed
for the annual meeting shall be a legal holiday in the State of Michigan, such
meeting shall be held on the next succeeding business day. The date of the
annual meeting of the shareholders shall in no event be changed within the
thirty (30) days next preceding the date on which the annual meeting is to be
held unless consented to in writing, or by resolution adopted at a meeting, by
all the shareholders entitled to vote at the annual meeting. If the election of
Directors shall not be held on the day designated herein for any annual meeting
of the shareholders, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of shareholders as soon
thereafter as conveniently may be.
Section 2. Delayed Annual Meeting. If for any reason the annual meeting of
the shareholders shall not be held on the day hereinbefore designated, such
meeting may be
called and held as a special meeting and the same proceedings may
be had thereat as at an annual meeting, provided, however, that the notice of
such meeting shall be the same herein required for the annual meeting.
Section 3. Special Meetings of Shareholders. Special meetings of the
shareholders, for any purpose or purposes may be called by the President or
Secretary or by the Board of Directors, and shall be called by the President or
Secretary at the request of the holders of not less than fifty per cent (50%) of
all the outstanding shares of the corporation entitled to vote at the meeting.
Section 4. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Michigan, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Michigan,
as the place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the corporation in the State of Michigan.
Section 5. Notice of Meetings of Shareholders.
A. Annual Meetings. At least ten (10) days, but not more than sixty
(60) days, prior to the date fixed by Section 1 of this Article for the holding
of the annual meeting of shareholders, written or printed notice stating the
place, day and hour of the meeting shall be delivered, either personally or by
mail, to each shareholder of record entitled to vote at such meeting.
B. Special Meetings. At least ten (10) days, but not more than sixty
(60) days, prior to the date fixed for the holding of any special meeting of
shareholders, written notice of the time, place and purpose of such meeting
shall be delivered, either personally or by mail, to each shareholder of record
entitled to vote at such meeting. No business not mentioned in the notice shall
be transacted at such meeting.
C. Mailing. Every notice shall be deemed duly served when the same has
been deposited in the United States mail, with postage fully prepaid, addressed
to the shareholder at his, her or its address as it appears on the stock
transfer books of the corporation.
D. Waiver. Attendance of a person at a meeting of shareholders, in
person or by proxy, shall constitute a waiver of such notice, except when
attendance is for the express purpose of objecting to the transaction of any
business, at the commencement of the meeting, because the meeting was not
lawfully called or convened.
Section 6. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or entitled to receive the allotment of rights
or for the purpose of making necessary
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determinations in connection with the change or conversion or exchange of
capital stock, the Board of Directors of the corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, sixty (60) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty
(60) days and, in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action, requiring such determination
of shareholders, is to be taken. If the stock transfer books are not closed and
no record date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for such determination
of shareholders, provided that such date shall in no case be more than sixty
(60) days prior to the date on which the particular action requiring such
determination of shareholders, is to be taken. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this Section, such determination shall apply to any adjournment
thereof. Nothing in this Section shall affect the right of a shareholder and his
transferee or transferor as between themselves.
Section 7. Voting Lists. The officer or agent having charge of the stock
ledger of the corporation shall make, at least ten (10) days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, within each
series, with the address of and the number of shares held by each, (which list
for a period of ten (10) days prior to such meeting, shall be open at the place
where said meeting is to be held and shall be subject to examination by any
shareholder entitled to vote at such meeting, and holding in the aggregate at
least two per cent (2%) of the outstanding capital stock of the corporation at
any time during usual business hours). Such list shall (also) be produced and
kept open at the time and place of the meeting during the whole time thereof,
and shall be subject to the inspection of any registered shareholder or his
proxy who may be present. The original or duplicate stock ledger or a list shall
be the only evidence as to who are shareholders entitled to examine such list or
the books of the corporation, or to vote in person or by proxy at any meeting of
shareholders.
Section 8. Quorum. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
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Section 9. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.
Section 10. Voting of Shares. Each outstanding share of capital stock of
the corporation shall be entitled to one vote upon each matter submitted to a
vote at a meeting of shareholders except as the Articles of Incorporation
otherwise provide.
Section 11. Voting of Shares by Certain Holders.
A. Other Corporations. Shares standing in the name of another
corporation may be voted by its President or by proxy appointed by him, or in
the absence of the President and his proxy, by its Treasurer or by proxy
appointed by him, or in the absence of the aforementioned persons, by its
Secretary or by proxy appointed by him. The Board of Directors of such other
corporation by resolution may appoint some other person to vote such shares.
B. Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, custodian, conservator or trustee may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name.
C. Receivers. Shares standing in the name of a receiver may be voted
by such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if authority
so to be contained in an appropriate order of the court by which such receiver
was appointed.
D. Pledgor. A shareholder whose shares are pledged shall be entitled
to vote such shares unless in the transfer by the pledgor on the books of the
corporation he shall have expressly empowered the pledgee to vote thereon, in
which case only the pledgee or his proxy may represent said shares and vote
thereon.
E. Treasury Stock and Subsidiaries. Shares of its own stock belonging
to the corporation or held by it in a fiduciary capacity shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining
the total number of outstanding shares at any given time.
F. Minors. Shares held by a minor may be voted by such minor in person
or by proxy and no such vote shall be subject to disaffirmance or avoidance,
unless prior to such vote the Secretary of the corporation has received written
notice or has actual knowledge that such shareholder is a minor.
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G. Incompetents and Spendthrifts. Shares held by an incompetent or
spendthrift may be voted by such incompetent or spendthrift in person or by
proxy and no such vote shall be subject to disaffirmance or avoidance, unless
prior to such vote the Secretary of the corporation has actual knowledge that
such shareholder has been adjudicated an incompetent or spendthrift or actual
knowledge of filing of judicial proceedings for appointment of a guardian.
H. Joint Tenants. Shares registered in the names of two or more
individuals who are named in the registration as joint tenants may be voted in
person or by proxy signed by any one or more of such individuals if either (i)
no other such individual or his legal representative is present and claims the
right to participate in the voting of such shares or prior to the vote filed
with the Secretary of the corporation a contrary written voting authorization or
direction or written denial of authority of the individual present or signing
the proxy proposed to be voted or (ii) all such other individuals are deceased
and the Secretary of the corporation has no actual knowledge that the survivor
has been adjudicated not to be the successor to the interests of those deceased.
Section 12. Waiver of Notice by Shareholders. Whenever any notice is
required to be given to any shareholder of the corporation under the provisions
of these By-Laws or under the provisions of the Articles of Incorporation or
under any provision of law, a waiver thereof in writing, signed by the person or
persons entitled to such notice, or by telegram, radiogram, or cablegram sent by
them, whether before or after the holding of the meeting, shall be deemed
equivalent to the giving of such notice.
Section 13. Consent Without Meeting. Any action required or permitted by
the Articles of Incorporation or By-Laws or any provision of law to be taken at
a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by a majority of the
shareholders entitled to vote and would constitute the minimum votes necessary
to authorize such action at a meeting where all eligible shares had voted. Such
consent shall have the same effect as a vote of such shareholders and may be
stated as such in any Articles or document filed with the State of Michigan.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business, property and affairs of the
corporation shall be managed by its Board of Directors.
Section 2. Number. The number of Directors of the corporation shall be not
more than 10.
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Section 3. Tenure. Each Director shall hold office until the next annual
meeting of shareholders following his nomination in the Articles of
Incorporation or his election, as the case may be, and until his successor shall
have been duly elected and qualified, or until his prior death, resignation or
removal.
Section 4. Removal. At a special meeting of the shareholders of this
corporation called for the purpose of removing any Director, such Director may
be removed from office by a vote of a majority of all the shares of stock
outstanding and entitled to vote. No more than one meeting of shareholders of
this corporation shall be called for the purpose of removing any individual
Director during the term for which he is elected. When any Director is removed,
a new Director may be elected at the same meeting of the shareholders for the
unexpired term of such Director removed. If the shareholders fail to elect a
person to fill the unexpired term of the Director removed, such unexpired term
shall be considered a vacancy on the Board of Directors to be filled by the
remaining Directors.
Section 5. Resignation. Any Director of the corporation may resign at any
time with the assent of a majority of the Board of Directors.
Section 6. Qualifications. Directors need not be residents of the State of
Michigan or shareholders of the corporation.
Section 7. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this By-Law immediately after, and at
the same place as the initial meeting of incorporators and shareholders, and
each annual meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place, within or without the State of Michigan, for the
holding of additional regular meetings without other notice than such
resolution.
Section 8. Specia1 Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President or any Director. The person or
persons authorized to call special meetings of the Board of Directors may fix
the place within or without the State of Michigan for holding any special
meeting of the Board of Directors called by them, and if no other place is
fixed, the place of meeting shall be the principal business office of the
corporation in the State of Michigan.
Section 9. Notice; Waiver. Notice of any special meeting shall be given at
least three days previously thereto by written notice, stating the time and
place of the meeting delivered personally or mailed or sent by telegram to each
Director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Any
Director may waive notice of any meeting
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by written statement, telegram, radiogram or cablegram sent by him, signed
before or after the holding of the meeting. The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
Section 10. Quorum. A majority of the members of the Board shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors, but if less than such a majority is present at a meeting, a majority
of the Directors present may adjourn the meeting from time to time without
further notice.
Section 11. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
Section 12. Vacancies. Any vacancy occurring in the Board of Directors may
be filled by appointment made by the remaining Directors. A Director elected to
fill a vacancy shall be a Director until his successor is elected by the
shareholders who may make such election at the next annual meeting of the
shareholders, or at any special meeting duly called for that purpose and held
prior thereto.
Section 13. Compensation. By resolution of the Board of Directors, 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 as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving a compensation therefor.
Section 14. 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 the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.
Section 15. Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of the members of the Board of Directors may
designate one or more committees, each committee to consist of one or more
Directors elected by the Board of Directors, which to the extent provided in
said resolution as initially adopted, and as thereafter
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supplemented or amended by further resolution adopted by a like vote, shall have
and may exercise, when the Board of Directors is not in session, the powers of
the Board of Directors in the management of the business and affairs of the
corporation, except action in respect to dividends to shareholders, the fixing
of compensation for or the filling of vacancies in the Board of Directors or
committees created pursuant to this Section, or amend the Articles of
Incorporation or By-Laws. The Board of Directors may elect one or more of its
members as alternate members of any such committee who may take the place of any
absent member or members at any meeting of such committee, upon request by the
President or upon request by the Chairman of such meeting. Each such committee
shall fix its own rules governing the conduct of its activities and shall make
such reports to the Board of Directors of its activities as the Board of
Directors may request.
Section 16. Executive Committee. The Board of Directors, by resolution
passed by a majority of the Directors then in office, may designate two or more
persons to constitute an Executive Committee who, during the intervals between
the meetings of the Board of Directors, subject to such limitations as may be
required by law or imposed by resolution of the Board of Directors, shall have
and may exercise all powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, except that such
Executive Committee shall not have power or authority to (i) amend the Articles
of Incorporation, (ii) adopt an agreement of merger or consolidation, (iii)
recommend to shareholders the sale, lease or exchange of all or substantially
all of the corporation's property and assets, (iv) recommend to shareholders a
dissolution of the corporation or a revocation of a dissolution, (v) amend the
By-Laws of the corporation, (vi) fill the vacancies in the Board, (vii) fix
compensation of the Directors for service on the Board or on a committee, (viii)
declare a dividend, or (ix) authorize the issuance of shares of stock.
The President shall be the Chairman of the Executive Committee, and the
Secretary of the corporation shall be the Secretary of the Committee. The
Secretary shall keep minutes of all meetings of the Committee which shall be
submitted to the succeeding meeting of the Board of Directors for approval.
Regular or special meetings of any such Committee may be held in like manner as
provided in these By-Laws for regular or special meetings of the Board of
Directors, and a majority of any such Committee shall constitute a quorum in any
such meeting. If and when the members of such Committee shall severally or
collectively consent in writing to any action authorized to be taken by such
Committee, either before or after the action is taken, such action shall be as
valid Committee action as though it had been authorized at a meeting of the
Committee, and the written consent shall be filed with the minutes of the
proceedings of such Committee.
Section 17. Unanimous Consent Without Meeting. Any action required or
permitted by the Articles of Incorporation or By-Laws or any provision of law to
be taken by the Board of Directors or Committee thereof at a meeting or by
resolution may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all of the Directors or members of the
Committee then in office.
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ARTICLE IV
OFFICERS
Section 1. Number. The officers of the corporation shall be a President, a
Secretary and a Treasurer, each of whom shall be selected by the Board of
Directors. The Board of Directors may select a Chairman of the Board and one or
more Vice Presidents, Assistant Secretaries and Assistant Treasurers, and may
also appoint such other officers and agents as they may deem necessary for the
transaction of the business of the corporation.
Section 2. Election and Term of Office. The officers of the corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the regular meeting of the Board of Directors held immediately
following each annual meeting of the shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interests of the corporation would be served thereby, but such removal
shall be without limitation on the right, if any, of the person so removed to
recover damages for breach of contract.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. Chairman of the Board. The Chairman of the Board of Directors
shall be a Director of the corporation. If elected, the Chairman of the Board,
or failing his election, the President, shall preside at all meetings of the
shareholders and Directors at which he is present. He shall be ex officio a
member of all standing committees and shall be Chairman of such committees as is
determined by the Board of Directors. Except as otherwise expressly delegated by
the Board of Directors or by these By-Laws to other officers or agents of the
President of the corporation, the Chairman of the Board may sign, swear to,
execute, file, certify or acknowledge, in place of the President, any documents,
instruments, agreements, Articles, statements, certificates, or reports,
required or permitted to be signed, sworn to, executed, filed, certified, or
acknowledged by the President. He shall have such other powers and duties as may
from time to time be prescribed by the By-Laws or by resolutions of the Board of
Directors.
Section 6. President. (The President shall be a Director of the
corporation.) The President shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
corporation. He shall have authority, subject to such rules as may be prescribed
by the Board of Directors, to appoint such agents and employees of the
corporation as he shall deem necessary,
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to prescribe their powers, duties and compensation, and to delegate authority to
them. Such agents and employees shall hold office at the discretion of the
President. He shall have authority to sign, execute and acknowledge, on behalf
of the corporation, all deeds, mortgages, bonds, stock certificates, contracts,
leases, reports and all other documents or instruments necessary or proper to be
executed in the course of the corporation's regular business, or which shall be
authorized by resolution of the Board of Directors; and, except as otherwise
provided by law or the Board of Directors, he may authorize any Vice President
or other officer or agent of the corporation to sign, execute and acknowledge
such documents or instruments in his place and stead. In general, he shall
perform all duties incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.
Section 7. Executive Vice President and Other Vice Presidents. In the
absence of the President or in the event of his death, inability or refusal to
act, the Executive Vice President shall perform the duties of President, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Executive Vice President and other Vice
Presidents shall perform such other duties as from time to time may be assigned
to them by the President or by the Board of Directors. When more than one Vice
President has been selected by the Board of Directors, only the Executive Vice
President shall be required to be a Director of the corporation, and only the
Executive Vice President may perform the duties of the President as provided in
this By-Law.
Section 8. Secretary. The Secretary shall: (i) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (ii) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (iii) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents, the execution of
which on behalf of the corporation under its seal is duly authorized; (iv) keep
a register of the post office address of each shareholder which shall be
furnished to the Secretary by such shareholder; (v) have general charge of the
stock transfer books of the corporation; and (vi) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.
Section 9. Treasurer. If required by the Board of Directors, the Treasurer
and any Assistant Treasurer selected by the Board of Directors shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine. He shall: (i) have charge
and custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in such banks, trust companies or other depositaries as shall
be selected in accordance with the provisions of Article V of these By-Laws; and
(ii) in general perform all of the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.
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Section 10. Assistants and Acting Officers. The Assistant Secretaries and
Assistant Treasurers, if any, selected by the Board of Directors, shall perform
such duties and have such authority as shall from time to time be delegated or
assigned to them by the Secretary or the Treasurer, respectively, or by the
President or the Board of Directors. The Board of Directors shall have the power
to appoint any person to perform the duties of an officer whenever for any
reason it is impracticable for such officer to act personally. Such acting
officer so appointed shall have the powers of and be subject to all the
restrictions upon the officer to whose office he is so appointed except as the
Board of Directors may by resolution otherwise determine.
Section 11. Salaries. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
corporation.
Section 12. Filling More than One Office. Any two offices of the
corporation except those of President and Executive Vice President or Vice
President may be held by the same person, but no officer shall execute,
acknowledge or verify any instrument in more than one capacity.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS;
SPECIAL CORPORATE ACTS
Section 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract, to execute and deliver
any instrument, or to acknowledge any instrument required by law to be
acknowledged in the name of and on behalf of the corporation. Such authority may
be general or confined to specific instances but the appointment of any person
other than an officer to acknowledge an instrument required by law to be
acknowledged should be made by instrument in writing. When the Board of
Directors authorizes the execution of a contract or of any other instrument in
the name of and on behalf of the corporation, without specifying the executing
officers, the President and the Secretary may execute the same and may affix the
corporate seal thereto.
Section 2. Loans. No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances. No loan or advance to or overdraft or withdrawal
by an officer, Director or shareholder of the corporation otherwise than in the
ordinary and usual course of the business of the corporation, and on the
ordinary and usual terms of payment and security shall be made or permitted
unless each such transaction shall be approved by a vote of two-thirds (2/3) of
the members of the Board of Directors excluding any Director involved in such
transaction and a full and detailed statement of all such transactions and any
payments shall be submitted at the next annual meeting of
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shareholders and the aggregate amount of such transactions less any repayments
shall be stated in the next annual report to shareholders.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers, agent or agents,
of the corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
Section 4. Deposits. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositaries as the Board of Directors may
select.
Section 5. Voting of Securities Owned by this Corporation. Subject always
to the specific directions of the Board of Directors, (i) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation or by proxy appointed by him,
or in the absence of the President and his proxy by the Treasurer of this
corporation or by proxy appointed by him, or in the absence of the President and
Treasurer, by the Secretary of this corporation or by proxy appointed by him.
Such proxy or consent in respect to any shares or other securities issued by any
other corporation and owned by this corporation shall be executed in the name of
this corporation by the President, the Treasurer or the Secretary of this
corporation without necessity of any authorization by the Board of Directors,
affixation of corporate seal or countersignature or attestation by another
officer. Any person or persons designated in the manner above stated as the
proxy or proxies of this corporation shall have full right, power and authority
to vote the shares or other securities issued by such other corporation and
owned by this corporation the same as such shares or other securities might be
voted by this corporation.
Section 6. Contracts Between Corporation and Related Persons. Any contract
or other transaction between the corporation and one or more of its Directors,
or between the corporation and any firm of which one or more of its Directors
are members or employees, or in which he or they are interested, or between the
corporation and any corporation or association of which one or more of its
Directors are shareholders, members, Directors, officers or employees, or in
which he or they are interested, shall be valid for all purposes,
notwithstanding the presence of such Director or Directors at the meeting of the
Board of Directors of the corporation which acts upon, or in reference to, such
contract or transaction, and notwithstanding his or their participation in such
action, if the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors, shall, nevertheless, authorize, approve
and ratify such contract or transaction by a vote of a majority of the Directors
present, such interested Director or Directors to be counted in determining
whether a quorum is present, but not to be counted as voting upon the matter or
in calculating the majority of such quorum necessary to carry such vote. This
Section shall not be construed to invalidate any contract or other transaction
which would otherwise be valid under the common and statutory law applicable
thereto.
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ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form, consistent with law, as shall be determined
by the Board of Directors. Such certificates shall be signed by the Chairman of
the Board, or the President or a Vice President and Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary and sealed with the seal of
the corporation. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and the date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except as provided
in Section 6.
Section 2. Facsimile Signatures and Seal. The seal of the corporation on
any certificates for shares may be a facsimile. The signatures of the officers
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the corporation itself
or an employee of the corporation.
Section 3. Signatures by Former Officers. In case any officer, who has
signed or whose facsimile signature has been placed upon any certificate for
shares, shall have ceased to be such officer, whether because of death,
resignation or otherwise, before such certificate is issued, it may be issued by
the corporation with the same effect as if he were such officer at the date of
its issue.
Section 4. Transfer of Shares. Prior to due presentment of a certificate
for shares for registration of transfer, the corporation may treat the
registered owner of such shares as the person exclusively entitled to vote, to
receive notifications and otherwise to exercise all the rights and power of an
owner. Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (i) there were on or with the certificate the necessary
endorsements, and (ii) the corporation had no duty to inquire into adverse
claims or has discharged any such duty. The corporation may require reasonable
assurance that said endorsements are genuine and effective and compliance with
such other regulations as may be prescribed under the authority of the Board of
Directors.
Section 5. Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.
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Section 6. Lost, Destroyed or Stolen Certificates. Where the owner claims
that his certificate for shares has been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (i) so requests
before the corporation has notice that such shares have been acquired by a bona
fide purchaser, and (ii) files with the corporation a sufficient indemnity bond,
and (iii) satisfies such other reasonable requirements as the Board of Directors
may prescribe.
Section 7. Consideration for Shares. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to be
paid for shares may be paid in whole or in part, in money, in other property,
tangible or intangible, or in labor or services actually performed for the
corporation. When payment of the consideration for which shares are to be issued
shall have been received by the corporation, such shares shall be deemed to be
fully paid and nonassessable by the corporation. No certificate shall be issued
for any share until such share is fully paid.
Section 8. Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of the State of Michigan as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
corporation.
ARTICLE VII
INDEMNIFICATION
The corporation shall indemnify any Director or officer, or former Director
or officer of the corporation or any person who may have served at its request
as a Director or officer of another corporation in which it owns shares of
capital stock, or of which it is a creditor, against reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense of any civil, criminal or administrative action,
suit or proceeding in which he is made a party or with which he is threatened by
reason of being or having been or because of any act as such Director or
officer, within the course of his duties or employment, except in relation to
matters as to which he shall be adjudged in such action, suit or proceeding to
be liable for negligence or misconduct in the performance of his duties. The
corporation may also reimburse any Director or officer for the reasonable costs
of settlement of any such action, suit or proceeding, if it shall be found by a
majority of a committee composed of the Directors not involved in the matter in
controversy (whether or not a quorum) that it was to the interests of the
corporation that such settlement be made and that such Director or officer was
not guilty of negligence or misconduct. The right of indemnification herein
provided shall extend to the estate, executor, administrator, guardian and
conservator of any deceased or former Director or officer or person who himself
would have been entitled to indemnification. Such rights of indemnification and
reimbursement shall not be deemed exclusive of any other rights to which such
Director or officer may be entitled under any statute, agreement, vote of
shareholders, or otherwise.
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The corporation shall have power to make any other indemnification that
shall be authorized by the Articles of Incorporation, or by any By-Law or
resolution adopted by the shareholders after notice.
ARTICLE VIII
DIVIDENDS
Section 1. Declaration of Dividends. The Board of Directors may from time
to time declare dividends on its outstanding shares upon the following terms and
conditions:
A. Dividends may be declared from earned surplus upon shares of all
classes, subject to restrictions, if any, contained in the Articles of
Incorporation.
B. Dividends may be declared from any surplus upon preferred shares
only; provided that if such a dividend is declared and paid from any surplus
other than earned surplus, the shareholders receiving the dividend shall be
advised of that fact at the time of payment to them and the next annual
statement of accounts to be given to the shareholders shall indicate the surplus
from which such dividend was paid.
C. Stock dividends may be declared from appreciation of the value of
the assets of the corporation provided capital is not impaired.
D. In determining what is earned surplus, the judgment of the Board of
Directors shall be conclusive unless it shall be shown that the Directors acted
in bad faith or were grossly negligent.
Section 2. Payment of Dividends. The corporation may pay dividends declared
in cash, in property, in obligations of the corporation or in shares of the
capital stock.
Section 3. Reserves. The Board of Directors may, by resolution, set apart
out of any funds of the corporation available for dividends, a reserve or
reserves for any proper purpose and may, by resolution, abolish any such
reserve.
ARTICLE IX
SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the words, "Corporate Seal".
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ARTICLE X
AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted either by the affirmative vote of the shareholders representing a
majority of all the shares issued and outstanding, at any annual or special
shareholders' meeting or by the affirmative vote of the majority of the Board of
Directors at any regular or special meeting, if a notice setting forth the terms
of the proposal has been given in accordance with the notice requirements for
special meetings of shareholders or for special meetings of Directors, whichever
may be applicable. The Board of Directors may make and alter all By-Laws, except
those By-Laws fixing their number, qualifications, classifications, or term of
office; provided, that any By-Law amended, altered or repealed by the Directors
as provided herein may thereafter be amended, altered or repealed by the
shareholders.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January
in each year.
ARTICLE XII
REPAYMENT OF DISALLOWED DEDUCTIONS
Any payments made to any officer or employee-shareholder of the
corporation, such as a salary, commission, bonus, interest, rent or
entertainment expense incurred by him, which shall be disallowed in whole or in
part as a deductible expense by the Internal Revenue Service, shall be
reimbursed by such officer or employee-shareholder to the corporation to the
full extent of such disallowance. It shall be the duty of the Directors as a
Board to enforce payment of each such amount disallowed. In lieu of payment by
the officer or employee-shareholder, subject to the determination of the
Directors, proportionate amounts may be withheld from his future compensation
payments until the amount owed to the corporation has been recovered.
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