EXHIBIT 3.12
BY-LAWS OF
PROFILE STEEL & WIRE, INCORPORATED
(a Delaware corporation)
(Adopted March 2, 1971)
ARTICLE I.
Meeting of Stockholders
Section 1. ANNUAL MEETINGS. The annual meeting of the stockholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the last Monday in February of
each year commencing in the year 1972, (or if that day be a legal holiday at the
place where such meeting is to be held, then on the next succeeding business
day) at such time on said day and at such place, either within or without the
State of Michigan, as the Board of Directors of the Corporation (herein-after
called the Board) may designate in the notice therefor.
Section 2. SPECIAL MEETINGS. Special meetings of the stockholders for any
purpose or purposes, unless other wise prescribed by statute or by the Articles
of Incorporation, may be called by the Chairman of the Board or by the
President, and shall be called by the President or Secretary upon the order of
the Board, or at the request in writing, stating the purpose or purposes of the
proposed meeting, of stockholders owning a majority in amount of all of the
issued and outstanding capital stock of the corporation and entitled to vote at
such meeting.
Section 3. NOTICE OF MEETINGS. Except as otherwise required by law or by
the Articles of Incorporation of the Corporation, written notice of each Annual
or Special Meeting of
Stockholders shall be given at least 10 days and not more than 60 days before
the day on which such meeting is to be held, to each stockholder of record
entitled to notice of, or to vote at, such meeting by mailing a copy of such
notice in a postage prepaid envelope addressed to him at his last post office
address appearing on the stock records of the Corporation. Except as otherwise
expressly required by law, no publication of any notice of a meeting of the
stockholders shall be required. Every such notice shall stare the place, date
and hour of the meeting and, in the case of a special meeting, shall state
briefly the purpose or purposes for which it was called. Notice of any meeting
need not be given to any stockholder who attends such meeting in person or by
proxy. Except as otherwise expressly required by law, notice of any adjourned
meeting of the stockholders need not be given if the time and place thereof are
announced at the meeting at which the adjournment is taken.
Section 4. QUORUM. At each meeting of the stockholders, except as
otherwise expressly required by law, if stockholders holding not less than a
majority of the shares of stock of the Corporation issued, outstanding and
entitled to be noted thereat are present in person or by proxy, they shall
constitute a quorum for the transaction of business. In the absence of a quorum
at any such meeting or any adjournment or adjournments thereof, a majority in
voting interest of those present in person or by proxy and entitle to vote
thereat, or in the absence therefrom of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting may adjourn such
meeting from time to time until stockholders holding the amount of stock
requisite for a quorum shall be present or represented. At any such adjourned
meeting at which a quorum by be present any business may be transacted which
might have been transacted at the meeting as originally called.
- 2 -
Section 5. ORGANIZATION. At each meeting of the stockholders, one of the
following shall act as chairman of the meeting and preside thereat, in the
following order of precedence:
(a) the Chairman of the Board;
(b) the President;
(c) the Executive Vice President;
(d) any Vice President designated by the Board or the Executive
Committee or the President to act as Chairman of said meeting and to
preside thereat; or
(e) a stockholder of record of the Corporation who shall be chosen
Chairman of such meeting by a majority in voting interest of the
stockholders present in person or by proxy and entitled to vote
thereat.
The Secretary, or, if he shall be absent from such meeting, the person (who
shall be an Assistant Secretary, if an Assistant Secretary shall be present
thereat) whom the chairman of such meeting shall appoint, shall act as secretary
of such meeting and keep the minutes thereof.
Section 6. ORDER OF BUSINESS. The order of business at each meeting of the
stockholders shall be determined by the chairman of such meeting, but such order
of business at any meeting at which a quorum is present may be changed by the
vote of a majority in voting interest of those present in person or by proxy at
such meeting and entitled to vote thereat.
Section 7. VOTING. Each stockholder shall at each meeting of the
stockholders be entitled to one note in person or by proxy for each share of
stock of the Corporation which has
- 3 -
voting power on the matter in question and which shall have been held by him and
registered in his name on the books of the Corporation:
(a) on the date fixed pursuant to the provisions of section 5 of
Article VI of these By-laws as the record date for the determination
of stockholders who shall be entitled to receive notice of, and to
vote at, such meeting or
(b) in the event that no such record date shall have been so fixed,
then at the date of such meeting; provided, however, that, except
where the transfer books of the Corporation shall have been closed,
no share of stock of the Corporation shall be voted on at any
election of directors which shall have been transferred on the books
of the Corporation within 20 days next preceding such election of
directors.
Shares of its own stock belonging to the Corporation shall not be noted directly
or indirectly. Any vote on stock of the Corporation may be given at any meeting
of the stockholders by the stockholder entitled thereto in person or by his
proxy appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than tree years prior to the date of meeting in question
which shall be delivered to Secretary or an Assistant Secretary or to the
secretary of the meeting. The attendance at any meeting of a stockholder who may
theretofore have given a proxy shall not have the effect of revoking the same
unless he shall in writing so notify the secretary of the meeting prior to the
voting of the proxy. At all meetings of the stockholders all matters, except as
otherwise provided in these By-laws or by law, shall be decided by the noted of
a majority in voting interest of the stockholders present in person or by proxy
and entitled to vote thereat and thereon, a quorum being present. Except in the
case of
- 4 -
votes for the election of directors, the vote at any meeting of the stockholders
on any question need not be by ballot, unless so directed by the chairman of the
meeting. On a vote by ballot each ballot shall be signed by the stockholder
voting, or be his proxy, if there be such proxy.
Section 8. LIST OF STOCKHOLDERS. It shall be the duty of the Secretary or
other officer of the Corporation who shall have charge of its stock ledger,
either directly or through another officer of the Corporation designated by him
or through a transfer agent or transfer clerk appointed by the Board, to prepare
and make, at least 10 days before every meeting of the stockholders called to be
held for the election of directors of the Corporation, a complete list of the
stockholders entitled to vote at said election, arranged in alphabetical order
by class and series thereof and showing the address of each stockholder and the
number of shares of such class or series registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder
during ordinary business hours for a period of at least 10 days prior to said
meeting and election, either at a place within the city, town or village where
said meeting and election are to be held and which place shall be specified in
the notice of said meeting or, if not so specified, at the place where said
meeting and election are to be held, and such list shall be produced and kept at
the time and place of said meeting and election during the whole time thereof
and subject to the inspection of any :stockholder who may be present thereat.
The original or duplicate stock ledger shall be the only evidence as to who are
the stockholders entitled to examine such list or the books of the Corporation
or to vote in person or by proxy at such election.
Section 9. INSPECTORS. The Board, in advance of any meeting of
Stockholders, may appoint One or more inspectors I to act at such meeting or any
adjournment thereof. If the
- 5 -
inspectors shall-not be so appointed, or if any of them shall fail to appear or
act, the chairman of such meeting shall appoint the inspectors, or such
replacement or replacements therefor, as the case may be. Such inspectors,,
before entering on the discharge of their duties, shall take and sign an oath or
affirmation faithfully- to execute the duties-of inspectors at meetings for
which they are appointed. At such meeting, the inspectors shall receive and take
charge of the proxies and ballots and decide all questions relating to the
qualification of voters and the validity of proxies and the acceptance or
rejection of votes. An inspector need not be a stock-holder of the Corporation,
and any officer of the Corporation may be an inspector on any question other
than a vote for or against his election to any position with the Corporation.
ARTICLE II.
Board of Directors
Section 1. GENERAL POWERS. The properties, business and affairs of the
Corporation shall be managed by the Board.
Section 2. NUMBER AND TIME OF HOLDING OFFICE. Subject to the requirements
of the laws of the State of Delaware, the Board may from time to time by the
vote of the majority of the Whole Board determine the number of directors,
provided that the number of directors shall not be reduced so as to shorten the
term of any director at the time in the office. The term "Whole Board" as used
in these By-laws shall mean the number of positions on the Board regardless of
the number of directors then in office. Until the Board shall otherwise so
determine, the number of directors shall be five (5). Each of the directors of
the Corporation
- 6 -
shall hold office until the annual meeting next after his election and until his
successor shall be elected and qualified or until his earlier death or
resignation. Directors need not be stockholders.
Section 3. ELECTION OF DIRECTORS. At each meeting of the stockholders for
the election of directors at which a quorum is present the persons receiving the
greatest number of votes, up to the number of directors to be elected, shall be
the directors.
Section 4. ORGANIZATION AND ORDER OF BUSINESS. At each meeting of the
Board, one of the following shall act as chairman of the meeting and preside
thereat, in the following order of precedence:
(a) the Chairman of the Board;
(b) the President; or
(c) any director chosen by a majority of the directors present
thereat.
The Secretary, or, if he shall be absent from such meeting, the person whom the
chairman of such meeting shall appoint, shall act as secretary of such meeting
and keep the minutes thereof. The order of business at each meeting of the Board
shall be determined by the chairman of the meeting.
Section 5. RESIGNATIONS. Any director may resign at any time by giving
written notice of his resignation to the Board, the President or the Secretary.
Any such resignation shall take effect at the time specified therein or, if the
time when it shall become effective shall not be specified therein, then it
shall take effect immediately upon its receipt by the Board, the
- 7 -
President or the Secretary. Except as specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 6. VACANCIES. If any vacancy shall occur among the directors, or
if the number of directors shall at any time be increased, the directors in
office, although less than a quorum, by a majority vote may fill the vacancies
or newly created directorships, or any such vacancies or newly created
directorships may be filled by the stockholders at any meeting. When one or more
directors shall resign from the Board, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each director so
chosen shall hold office as herein provided in the filling of other vacancies.
Section 7. PLACE OF MEETINGS. The Board may hold its meetings at such
place or places within or without the State of Delaware as the Board may from
time to time by resolution determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.
Section 8. ANNUAL MEETING. Unless the Board shall by resolution otherwise
determine, immediately after each annual election of directors, the Board shall
meet for the purpose of organization, the election of officers and the
transaction of other business. I the Board shall determine that such meeting
shall be held at a different place, date and hour, notice thereof shall be given
in the manner hereinafter provided for special meetings of the Board.
- 8 -
Section 9. REGULAR MEETINGS. Regular meetings of the Board shall be held
at such times as the Board shall from time to time determine. Notices of regular
meetings need not be given. If any day fixed for a regular meeting shall be a
legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day shall be postponed until the same hour
of the next succeeding business day.
Section 10. SPECIAL MEETING; NOTICE. Special meetings of the Board shall be
held whenever called by the Chairman of the Board, the President or any two of
the directors. A notice of each such special meeting shall be given as
hereinafter in this Section provided, which notice shall specify the place, date
and hour of such meeting, but, except as otherwise expressly provided by law,
the purposes thereof need not be stated in such notice. Notice of each such
meeting shall be mailed to each director, addressed to him at his residence or
usual place of business at least two days before the day on which such meeting
is to be held or shall be sent addressed to him at such place by telegraph,
cable, wireless or other form of recorded communication or be delivered
personally or by telephone not later than the day before the day on which such
meeting is to be held. Notice of any meeting of the Board need no, however, be
given to any director if waived by him in writing or by telegraph, cable,
wireless or other form of recorded communication before, during or after such
meeting or if he shall be present at such meeting; and any meeting of the Board
shall be a legal meeting without any notice thereof having been given if all the
directors of the Corporation then in office shall be present thereat.
Section 11. QUORUM AND MANNER OF ACTING. Except as otherwise provided in
these By-laws or by law, a majority of the directors shall be present in person
at any meeting
- 9 -
of the Board in order to constitute a quorum for the transaction of business at
such meeting, provided that if the number of directors shall consist of more
than seven members, less than a majority but in no event less than one-third of
the members shall constitute a quorum, and the act of a majority of the
directors present at any such meeting at which a quorum is present shall be the
act of the Board. In the absence of a quorum, a majority of the directors
present thereat may adjourn such meeting from time to time until a quorum shall
be present thereat. Notice of any adjourned meeting need not be give. The
directors shall act only as a board and the individual directors shall have no
power as such.
Section 12. ACTION BY CONSENT. Any action required or permitted to be taken
at any meeting of the Board or of any committee thereof may be taken without a
meeting if all members of the Board or of such committee, as the case may be,
consent thereto in writing and such writing or writings are filed with the
minutes of proceedings of the Board or committee.
Section 13. COMPENSATION. The directors may be paid their expenses, if any,
of attendance at each meeting of the Board, a fixed sum for attendance at each
meeting of the Board and/or a stated salary as a director. No such payment shall
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of the Executive Committee and/or of
other committees may be allowed like compensation and reimbursement of expenses
for attending committee meetings.
ARTICLE III.
Committees
- 10 -
Section 1. EXECUTIVE COMMITTEE; NUMBER, APPOINTMENT, TERM OF OFFICE, ETC.
The Board, by resolution adopted by a majority of the Whole Board, may designate
an Executive Committee consisting of not less than two of the directors then in
office and fill vacancies therein. Each member of the Executive Committee shall
continue to be a member thereof only so long as he remains a director and at the
pleasure of a majority of the Whole Board. Any vacancies on the Executive
Committee may be filled by the majority of the Whole Board.
Section 2. FUNCTIONS AND POWERS. The executive Committee, between meetings
of the Board, shall have and may exercise the powers of the Board, shall have
and may exercise the powers of the Board in the management of the business and
affairs of the Corporation and may authorize the seal of the Corporation to be
affixed to all papers which may require it.
Section 3. PROCEDURE. The Executive Committee by a vote of a majority of
its members, shall fix its own times and places of meeting, shall determine the
number of its members constituting a quorum for the transaction of business, and
shall prescribe its own rules of procedure, no change in which shall be made
save by a majority vote of its members.
Section 4. MINUTES. The Executive Committee shall keep regular minutes of
its proceedings and all action by the Executive Committee shall be reported to
the Board at its next meeting. Such action shall be subject to review by the
Board, provided that no rights of third parties shall be affected by such
review.
- 11 -
Section 5. OTHER COMMITTEES. The Board, by resolution adopted by a
majority of the Whole Board, may designate one or more other committees, which
shall in each case consist of directors and shall have and may exercise such
powers of the Board for such periods as the Board may determine in the
respective resolutions designating such committees or from time to time. A
majority of all the members of any such committee may fix its rules of
procedure, determine its action, fix the time and place, whether within or
without the State of Michigan, of its meetings and specify what notice thereof,
if any, shall be given, unless the Board shall by resolution otherwise provide.
Each member of any such committee shall continue to be a member thereof only so
long as he remains a director and at the pleasure of a majority of the Whole
Board. Any vacancies on any such committee may be filled by a majority of the
Whole Board.
ARTICLE IV.
Officers
Section 1. ELECTION AND TERM OF OFFICE. The executive officers of the
Corporation shall be the President (who shall be a director), such number of
Vice Presidents as the Board may determine from time to time, a Treasurer and a
Secretary. The Board in its discretion may also elect a Chairman of the board
(who shall be a director), and Executive Vice President, Controller, Assistant
Secretaries, Assistant Treasurers and Assistant Controllers as it may deem
necessary, who shall have such authority and perform such duties as may be
prescribed from time to time by the Board. Any two offices may be held by the
same person except the offices of President and Secretary. All executive
officers and other officers of the Corporation shall be elected annually by the
Board at the first meeting thereof held after each
- 12 -
annual meeting of stockholders for the election of directors and shall hold
office, unless sooner terminated by resignation, death, removal, retirement, or
for any other reason, until their successors are elected and have qualified. Any
vacancies in any offices may be filled by a majority of the Whole Board. Any
executive officer and any other office elected by the Board shall be subject to
removal, either with or without cause, at any time by a majority of the Whole
Board.
Section 2. RESIGNATIONS. Any executive officer or other officer may resign
at any time by giving written notice of his resignation to the Board, the
President or the Secretary. Any such resignation shall take effect at the time
specified therein or, if the time when it shall become effective shall not be
specified therein, then it shall take effect immediately upon its receipt by the
Board, the President or the Secretary; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Section 3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside
at all meetings of the Board at which he is present and shall perform such other
duties as may be assigned to him from time to time by the board.
Section 4. PRESIDENT. The President shall be the chief executive officer
of the Corporation. Subject to the control of the Board, he shall have general
charge of the business and affairs of the Corporation and shall supervise and
direct all executive officers, other officers, agents and employees. He shall
have power to appoint and remove all agents and employees not appointed or
elected by the Board and shall have such other powers and perform such other
duties provided in these By-laws and as may be assigned to him from time to time
by the Board.
- 13 -
Section 5. EXECUTIVE VICE PRESIDENT. It shall be the duty of the Executive
Vice President to assist the President in the administration, general management
and direction of the business and affairs of the Corporation with respect to
such matters as may be assigned to him from time to time by the President or the
Board. Whenever the President is unable to serve by reason of sickness, absence
or otherwise, the regular powers and duties of his office shall be exercised and
performed by the Executive Vice President.
Section 6. VICE PRESIDENT. Each Vice President shall have such powers and
duties as shall be prescribed by the Board at the time of his election and such
other powers and duties as may be assigned to him from time to time by the
President or the Board.
Section 7. TREASURER. The treasurer shall be responsible for safeguarding
the cash and securities of the Corporation. He shall formulate the investment
and financial policies of the Corporation for submission to the President or the
Board. He shall perform such other duties as may be assigned to him from time to
time by the President or the Board. He shall, on request, present reports to the
President or the Board, giving account of his stewardship of the funds of the
Corporation and other important matters relating to the fiscal affairs of the
Corporation.
Section 8. CONTROLLER. The Controller shall be in charge of the accounts
of the Corporation. He shall be responsible to the Board for the maintenance of
adequate accounting procedure and records of the Corporation and for the
preparation of financial statements and reports on the operation of the
business. He shall be responsible to the President with respect to
- 14 -
the administration of his office and shall perform such duties as may be
assigned to him from time to time by the President or the Board.
Section 9. SECRETARY. The Secretary shall keep the records of all meetings
of the stockholders, the Board, the Executive Committee and any committees
appointed pursuant to Article III hereof. He shall affix the seal of the
Corporation to all deeds, contracts, bonds or other instruments requiring the
corporate seal when the same have been signed on behalf of the Corporation by a
duly authorized officer. He shall perform such other duties as may be assigned
to him from time to time by the President or the Board.
Section 10. SUBORDINATE OFFICERS. The Board may appoint such subordinate
officers as it may deem desirable. Each such officer shall hold office for such
period, have such authority and perform such duties as the Board may prescribe.
the Board may, from time to time, authorize any officer to appoint and remove
subordinate officers and to prescribe the powers and duties thereof.
Section 11. COMPENSATION. The Board shall have power to fix the
compensation of all officers of the Corporation. It may authorize any officer,
upon whom the power of appointing subordinate officers may have been conferred,
to fix the compensation of such subordinate officers.
Section 12. BONDS. The Board may require any officer of the Corporation to
give a bond to the Corporation, conditional upon the faithful performance of his
duties, with one or more sureties and in such amount as may be satisfactory to
the Board.
- 15 -
ARTICLE V.
Contracts, Deposits and Proxies
Section 1. EXECUTION OF CONTRACTS, ETC. Except as otherwise required by
law or by these By-laws all the executive officers of the Corporation shall have
power to execute and deliver any deeds, contracts, mortgages, bonds, debentures
and other documents for and in the name of the Corporation. The Board may
authorize any other officer or officers or agent or agents to execute and
deliver any contract or other instrument in the name and on behalf of the
Corporation, and such authority may be general or confined to such specific
instances as the Board may by resolution determine.
Section 2. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation or
otherwise as the Board or the President shall direct in such banks, trust
companies or other depositories as the Board may select or as may be selected by
an executive officer, or other officer or agent of the Corporation to whom power
in that respect shall have been delegated by the Board. For the purpose of
deposit and for the purpose of collection for the account of the Corporation,
checks, drafts and other orders for the payment of money which are payable to
the order or the Corporation may be endorsed, assigned and delivered by any
executive officer or other officer or agent of the Corporation as thereunto
authorized from time to time by the Board.
Section 3. PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES OF OTHER
CORPORATIONS. Unless otherwise provided by resolution adopted by the Board, the
Chairman of the Board, the President, the Executive Vice President or a Vice
President may
- 16 -
from time to time (a) appoint an attorney or attorneys or agent or agents of the
Corporation to exercise in the name and on behalf of the Corporation the powers
and rights which the Corporation may have as the holder of stock or other
securities in any other corporation to vote or consent in respect of such stock
or other securities; (b) instruct the person or persons so appointed as to the
manner of exercising such powers and rights; and (c) execute or cause to be
executed in the name and on behalf of the Corporation and under its corporate
seal, or otherwise, all such written proxies, powers of attorney or other
instruments as he may deem necessary or proper in order that the Corporation may
exercise its said powers and rights.
ARTICLE VI.
Shares and Their Transfer; Examination of Books
Section 1. CERTIFICATES FOR STOCK. Every owner of stock of the Corporation
shall be entitled to have a certificate or certificates, in such form as the
Board shall prescribe, certifying the number, class, and series, if any, of
shares of stock of the Corporation owned by him. The certificates representing
shares of the respective classes and series, if any, of such stock shall be
numbered in the order in which they shall be issued and shall be signed in the
name of the Corporation by the person who was at the time of signing the
President, the Executive Vice President or a Vice President and by the person
who was at the time of signing the Secretary or an Assistant Secretary, and the
seal of the Corporation shall be affixed thereto; provided, however, that where
any such certificate is signed (a) by a transfer agent or assistant transfer
agent or (b) by a transfer clerk acting on behalf of the Corporation and a
registrar, the signature thereon of such President, Executive Vice President or
Vice President and of such Secretary or Assistant Secretary and the seal of the
Corporation affixed thereto may be facsimile.
- 17 -
In case any officer or the officers of the Corporation who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers, whether
because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Corporation such certificate or
certificates may nevertheless be issued and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures shall have been used thereon had not ceased to be such officer or
officers. A record shall be kept of the respective names of the persons, firms
or corporations owning the stock represented by certificates for stock of the
Corporation, the number, class and series, if any, of shares represented by such
certificates, respectively, the respective dates thereof, and, in case of
cancellation, the respective dates of cancellation. Every certificate
surrendered to the Corporation for exchange or transfer shall be cancelled, and
a new certificate or certificates shall be issued in exchange for an existing
certificate only after such existing certificate shall have been so cancelled,
except in cases provided for in Section 4 of this Article VI.
Section 2. TRANSFERS OF STOCK. Transfers of shares of the stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary or with a transfer clerk or a
transfer agent appointed as in Section 3 of this Article VI provided, and upon
surrender of the certificate or certificates for such shares properly endorsed,
with such proof or guaranty of the authenticity of the signature as the
Corporation or its agent may require, and payment of all taxes thereon. The
person in whose name shares of stock stand on the books of the Corporation shall
be deemed the owner thereof for all purposes as regards the
- 18 -
Corporation. Whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Corporation or to the
transfer agent or clerk making the transfer, shall be so expressed in the entry
of transfer.
Section 3. REGULATIONS. The Board may make such rules and regulations as
it may deem expedient, not inconsistent with these By-laws, concerning the
issue, transfer and registration of certificates for stock of the Corporation.
The Board may appoint or authorize any officer or officers to appoint one or
more transfer clerks or one or more transfer agents and one or more registrars
and may require all certificates for stock to bear the signature or signatures
of any of them.
Section 4. LOST, STOLEN OR DESTROYED CERTIFICATES. The Corporation may
issue a new certificate of stock of the Corporation in the place of any
certificate theretofore issued by it, alleged to have been lost, stolen or
destroyed, and the Board, in its discretion, may require the owner of such
certificate, or his legal representatives, to give the Corporation a bond in
such sum limited or unlimited, in such form and with such surety or sureties as
the Board shall in its uncontrolled discretion determine to be sufficient to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss or destruction of any such certificate, or the
issuance of such new certificate.
Section 5. CLOSING OF TRANSFER BOOKS. The board may, by resolution, direct
that the stock transfer books of the Corporation be closed for a period not
exceeding 60 days preceding the date of any meeting of the stockholders, or the
date for the payment of any dividend, or the date for the allotment of any
rights, or the date when any change or conversation
- 19 -
or exchange of stock of the Corporation shall go into effect, or for a period
not exceeding 60 days in connection with obtaining the consent of stockholders
for any purpose; provided, however, that, in lieu of closing the stock transfer
books as aforesaid, the board may fix in advance a date not more than 60 days
preceding the date of any meeting of the stockholders, or the date for the
payment of any dividend, or the date for the allotment of any rights, or the
date when any change or conversion or exchange of stock of the Corporation shall
go into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting and any adjournment thereof, or entitled to receive
payment of any such dividend, or to receive any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
stock, or to give such consent, and in each such case such stockholder and only
such stockholders as shall be stockholders of record on the date so fixed shall
be entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or tot receive such allotment
of rights, or to exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of the Corporation
after any such record date fixed as aforesaid.
Section 6. EXAMINATION OF BOOKS BY STOCKHOLDERS. The Board may determine
from time to time whether, to what extent, at what times and places and under
what conditions and regulations, the accounts and books of the corporation, or
any of them, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
the Corporation, except as conferred by the laws of the State of
- 20 -
Delaware or as authorized by resolution adopted by the Board or by stockholders
of the corporation entitled to vote in respect thereof.
ARTICLE VII.
Offices, Etc.
Section 1. REGISTERED OFFICE. The registered office of the Corporation in
the State of Delaware shall be in the City of Detroit, County of Wayne.
Section 2. OTHER OFFICES. The Corporation may also have an office of
offices other than said registered office at such place or places, either within
or without the State of Delaware as the Board may from time to time appoint or
as the business of the Corporation may require.
Section 3. BOOKS AND RECORDS. Except as otherwise required by law, the
Articles of Incorporation of the Corporation or these By-laws, the Corporation
may keep the books and records of the Corporation in such place or places within
or without the State of Delaware as the Board may from time to time by
resolution determine or the business of the Corporation may require.
ARTICLE VIII.
Dividends
Subject to the provisions of law, of the Articles of Incorporation of
the Corporation and of these By-laws, the Board may declare and pay dividends
upon the shares of the capital stock of the Corporation out of earned surplus as
determined in accordance with the provisions of the laws of the State of
Delaware and may declare and pay dividends upon its
- 21 -
preferred stock from any surplus, whenever and in such amounts as in the opinion
of the Board, and as permitted by law, the condition of the affairs of the
Corporation shall render it advisable.
ARTICLE IX.
Seal
The Board shall provide a corporate seal, which shall be circular in
form and shall bear the full name of the Corporation and the words and figures
"Incorporated in Delaware", or words and figures of similar impact. The seal or
a facsimile thereof may be impressed or affixed or reproduced or other use made
thereof by the Secretary, any Assistant Secretary or any other officer
authorized by the Board.
ARTICLE X.
Fiscal Year
The fiscal year of the Corporation shall end on September 30 in each
year. Such date may be changed for future fiscal years at any time and from time
to time by resolution of the Board.
ARTICLE XI.
Waiver of Notices
Whenever any notice whatever is required to be given by these By-laws
or by the Articles of Incorporation of the Corporation or by the laws of the
State of Delaware, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE XII.
Indemnification
- 22 -
Section 1. PERSONS ENTITLED TO INDEMNIFICATION; STANDARDS OF CONDUCT. To
the extent permitted by Delaware law from time to time in effect and subject to
the provisions of Section 2 of this Article, the Corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (whether or not by or in the right of
the Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as director, officer, employee or agent of another Corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, except in relation to matters as to which any such officer or
director or former officer or director or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person acted
negligently or was guilty of misconduct in the performance of duty.
Section 2. RIGHT OF INDEMNITY. Any indemnification under Section 1 of this
Article (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in said Section 1. Such
determination shall be made (1) by the Board by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or (2) if
- 23 -
such quorum is not obtainable, or, even if obtainable and a quorum of
disinterested directors so directs, by independent legal counsel (compensated by
the Corporation) in a written opinion, or (3) by the stockholders.
Section 3. EXPENSES. If a director, officer, employee or agent of a
Corporation has been successful on the merits or otherwise as a party to any
action, suit or proceeding referred to in Section 1 of this Article, or with
respect to any claim, issue or matter therein (to the extent that a portion of
his expenses can be reasonably allocated thereto), he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
Section 4. ADVANCE OF EXPENSES. Expenses incurred in defending civil,
criminal, administrative or investigative action, suit or proceeding, or threat
thereof, may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding as authorized by the Board, whether a
disinterested quorum exists or not, upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in this Article.
Section 5. RIGHT OF INDEMNIFICATION NOT EXCLUSIVE. The indemnification
provided by this Article shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any agreement, vote of
stockholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to
- 24 -
be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 6. INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation, partners, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnity him against
such liability under the provisions of this Article or of Section 10(1) of the
Michigan General Corporation Act.
ARTICLE XIII.
Amendments
These By-laws may be amended, altered or repealed by the Board; but
any By-laws made by the Board may be altered, amended or repealed by the
stockholders.
- 25 -