Attached files
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8-K - FORM 8-K - TAUBMAN CENTERS INC | k48661e8vk.htm |
EX-3.1 - EX-3.1 - TAUBMAN CENTERS INC | k48661exv3w1.htm |
Exhibit 3.2
TABLE OF CONTENTS TO
RESTATED BY-LAWS OF
TAUBMAN CENTERS, INC.
(Reflecting amendments throughMay 18, 2005December 11, 2009)
RESTATED BY-LAWS OF
TAUBMAN CENTERS, INC.
(Reflecting amendments through
Page | ||||||
ARTICLE I |
MEETINGS OF SHAREHOLDERS | 1 | ||||
Section 1.01. |
Place of Meetings | 1 | ||||
Section 1.02. |
Annual Meeting | 1 | ||||
Section 1.03. |
Special Meetings | 1 | ||||
Section 1.04. |
Notice of Meetings | 2 | ||||
Section 1.05. |
Inspectors of Election | 2 | ||||
Section 1.06. |
Notice of Shareholder Business and Nominations | 2 | ||||
Section 1.07. |
Quorum and Adjournment | |||||
Section 1.08. |
Vote of Shareholders | |||||
Section 1.09. |
Proxies | |||||
Section 1.10. |
||||||
Organization of Shareholders Meetings | ||||||
ARTICLE II |
DETERMINATION OF VOTING RIGHTS, DIVIDEND, AND OTHER RIGHTS | |||||
ARTICLE III |
DIRECTORS | |||||
Section 3.01. |
General Powers | |||||
Section 3.02. |
Number, Qualifications, and Term of Office | |||||
Section 3.03. |
Place of Meetings | |||||
Section 3.04. |
Annual Meeting | |||||
Section 3.05. |
Regular and Special Meetings | |||||
Section 3.06. |
Quorum and Manner of Action | |||||
Section 3.07. |
Compensation | |||||
Section 3.08. |
Removal of Directors | |||||
Section 3.09. |
Resignations | |||||
Section 3.10. |
Vacancies | |||||
Section 3.11. |
Organization of Board Meeting | |||||
ARTICLE IV |
COMMITTEES | |||||
Section 4.01. |
Committees | |||||
Section 4.02. |
Regular Meetings | |||||
Section 4.03. |
Special Meetings | |||||
Section 4.04. |
Quorum and Manner of Action | |||||
Section 4.05. |
Records | |||||
Section 4.06. |
Vacancies |
Page | ||||||
ARTICLE V |
OFFICERS | |||||
Section 5.01. |
Officers | |||||
Section 5.02. |
Term of Office and Resignation | |||||
Section 5.03. |
Removal of Elected Officers | |||||
Section 5.04. |
Vacancies | |||||
Section 5.05. |
Compensation | |||||
Section 5.06. |
The Chairman of the Board | |||||
Section 5.07. |
The Vice Chairman of the Board | |||||
Section 5.08. |
The President | |||||
Section 5.09. |
The Chief Financial Officer | |||||
Section 5.10. |
The Vice President | |||||
Section 5.11. |
The Secretary | |||||
Section 5.12. |
The Treasurer | |||||
ARTICLE VI |
INDEMNIFICATION | |||||
Section 6.01. |
||||||
Section 6.02. |
||||||
Section 6.03. |
||||||
Section 6.04. |
||||||
Section 6.05. |
ERISA Fiduciaries |
16 |
||||
Section 6.06. |
Survival |
16 |
||||
Section 6.07. |
Settlement of Claims |
16 |
||||
Section 6.08. |
Contract Right; Effect of Amendment |
17 |
||||
Section 6.09. |
Subrogation |
17 |
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Section 6.10. |
No Duplication of Payments |
17 |
||||
Section 6.11. |
Savings Clause |
17 |
||||
ARTICLE VII |
SHARE CERTIFICATES | |||||
Section 7.01. |
Form; Signature | |||||
Section 7.02. |
Transfer Agents and Registrars | |||||
Section 7.03. |
Transfers of Shares | |||||
Section 7.04. |
Registered Shareholders | |||||
Section 7.05. |
Lost Certificates | |||||
ARTICLE VIII |
MISCELLANEOUS | |||||
Section 8.01. |
Fiscal Year | |||||
Section 8.02. |
Signatures on Negotiable Instruments | |||||
Section 8.03. |
Dividends | |||||
Section 8.04. |
Reserves | |||||
Section 8.05. |
Seal | |||||
Section 8.06. |
Corporation Offices | |||||
Section 8.07. |
Notices and Waivers of Notice |
ii
Page | ||||||
ARTICLE IX |
AMENDMENTS | |||||
Section 9.01. |
Power to Amend | |||||
iii
RESTATED BY-LAWS
OF
TAUBMAN CENTERS, INC.
(Reflecting amendments through May 18, 2005)
OF
TAUBMAN CENTERS, INC.
(Reflecting amendments through May 18, 2005)
ARTICLE I
Meetings of Shareholders
Section 1.01. Place of Meetings.
Annual and special meetings of the shareholders shall be held at such place within or outside
the State of Michigan as may be fixed from time to time by the board of directors and stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 1.02. Annual Meeting.
The annual meeting of the shareholders for the election of directors and for the transaction
of such other business as may properly come before the meeting shall be held on such date as the
Chairman of the Board, or the Vice Chairman of the Board or the President or the board of directors
shall designate, and at such hour as may be named, in the notice of said meeting. If the election
of directors shall not be held on the date so designated for any annual meeting or at any
adjournment of such meeting, the board of directors shall cause the election to be held at a
special meeting as soon thereafter as it conveniently may be held.
Section 1.03. Special Meetings.
A special meeting of the shareholders may be called at any time and for any purpose or
purposes by the Chairman of the Board, the Vice Chairman of the Board, the President, a Vice
President or any two directors, and shall be called by the Company at the request of a shareholder
or shareholders holding of record shares entitled to at least twenty-five percent (25%) of all the
votes entitled to be cast by the holders of all outstanding capital stock of the corporation
entitled to vote at such meeting, duly made in accordance with the following paragraph.
Any shareholder or shareholders desiring to request that a special meeting of the shareholders
be called shall deliver a notice thereof in writing to the secretarySecretary of the
corporation at the principal executive offices of the corporation together with documentation
evidencing that such shareholder or shareholders possess sufficient voting power in accordance with
the requirement of the previous paragraph to request that such a special meeting be called. Such
notice shall contain the information required by the final sentence of Section 1.06(A)(2) of this
Article Ihereof (and be updated and supplemented as required by Section 1.06(C)(3))
with respect to the item or items to be brought before the special meeting of the shareholders
which is desired to be called. Within ten business days after receipt of such notice and
verification of the accompanying documentation, the board of directors shall fix a record date and
meeting date for such special meeting, which meeting date shall be set for not less than 30 nor
more than 90120
days after the date of such board action.
Section 1.04. Notice of Meetings.
A written notice of the place, date, hour, and purposes of each meeting, whether annual or
special, and any adjournment thereof, shall be given by the corporation personally or by mail to
each shareholder entitled to vote thereat at least ten (10) but not more than sixty (60) days prior
to the meeting unless a shorter time is provided by the Michigan Business Corporation Act and is
fixed by the board of directors. The notice of any special meeting shall also state by or at whose
direction it is being issued. If, at any meeting, whether annual or special, action is proposed to
be taken which would, if taken, entitle shareholders fulfilling requirements of law to receive
payment for their shares, the notice of such meeting shall include a statement of that purpose and
to that effect. If any notice, as provided in this Section 1.04 is mailed, it shall be directed to
the shareholder in a postage prepaid envelope at his address as it appears on the record of
shareholders, or, if he shall have filed with the Secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.
Section 1.05. Inspectors of Election.
The board of directors, or any officer or officers duly authorized by the board of directors,
in advance of any meeting of shareholders, may appoint one or more inspectors to act at the meeting
or any adjournment thereof. If inspectors are not so appointed, the person presiding at the meeting
may, and on the request of any shareholder entitled to vote thereat shall, appoint one or more
inspectors. In case any person appointed fails to appear or act, the vacancy may be filled by
appointment made by the board of directors in advance of the meeting or at the meeting by the
chairman of the meeting. Each inspector, before entering upon the discharge of his duties, shall
take and sign an oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors shall determine the number of
shares outstanding and the voting power of each, the shares represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or
consents, hear and determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots, or consents, determine the result, and do such acts as
are proper to conduct the election or vote with fairness to all shareholders. On request of the
person presiding at the meeting or any shareholder entitled to vote thereat, the inspectors shall
make a report in writing of any facts or matters found or determined by them and execute a
cer-tificatecertificate with respect thereto.
Section 1.06. Notice of Shareholder Business and Nominations.
(A) Annual Meetings Of Shareholders.
(1) Nominations of persons for election to the Boardboard of
Directorsdirectors of the corporation and the proposal of business to be
considered by the shareholders may be made at an annual meeting of shareholders (a) pursuant
to the corporations notice of meeting, (b) by or at the direction of the
Boardboard of Directorsdirectors or (c) by any shareholder of the
corporation who was a shareholder of record at the time of giving of
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notice provided for in this by-law,Section 1.06, who is entitled to vote at the meeting and who complies
with the notice procedures set forth in this by-law.Section 1.06.
(2) For nominations or other business to be properly brought before an annual meeting
by a shareholder pursuant to clause (c) of paragraph (A)(1) of this by-law,Section
1.06, the shareholder must have given timely notice thereof in writing to the Secretary
of the corporation and such other business must otherwise be a proper matter for shareholder
action. To be timely, a shareholders notice shall be delivered to the Secretary at the
principal executive offices of the corporation not later than the close of business on the
6090th day nor earlier than the close of business on the 90120th day
prior to the first anniversary of the preceding years annual meeting; provided, however,
that in the event that the date of the annual meeting is more than thirty (30) days before
or more than sixty (60) days after such anniversary date, notice by the shareholder to be
timely must be so delivered not earlier than the close of business on the
90120th day prior to such annual meeting and not later than the close of
business on the later of the 6090th day prior to such annual meeting or the 10th
day following the day on which public announcement of the date of such meeting is first made
by the corporation. In no event shall the public announcement of an adjournment of an annual
meeting commence a new time period for the giving of a shareholders notice as described
above. Such shareholders notice (for either an annual meeting or special meeting)
shall set forth:
(a) as to each person whom the shareholder proposes to nominate for election or
reelection as a director:
(i) all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the Exchange Act) and Rule 14a-11 thereunder (including such
persons written consent to being named in the proxy statement as a nominee
and to serving as a director if elected);
(ii) a description of all direct and indirect compensation and
other material monetary agreements, arrangements and understandings during
the past three years, and any other material relationships, between or among
the shareholder and beneficial owner, if any, and their respective
affiliates and associates and others acting in concert therewith, on the one
hand, and each proposed nominee, and his or her respective affiliates and
associates or others acting in concert therewith, including, without
limitation, all information that would be required to be disclosed pursuant
to Rule 404 of Regulation S-K if the shareholder, beneficial owner or
affiliate, associate or person acting in concert were the registrant for
purposes of such rule, and such nominee were a director or executive officer
of such registrant; and
(iii) such other information as the board of directors may
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reasonably require to determine the eligibility or independence of such
proposed nominee to serve as a director of the corporation. Without
limitation, such nominee must deliver (in accordance with the time periods
prescribed for delivery of notice under this Section 1.06) to the Secretary
at the principal executive offices of the corporation a written
questionnaire with respect to the background and qualification of such
nominee and the background of any other person or entity on whose behalf the
nomination is being made (which questionnaire shall be provided by the
Secretary upon written request) and a written representation and agreement
(in the form provided by the Secretary upon written request) that such
person (A) is not and will not become a party to (1) any agreement,
arrangement or understanding with, and has not given any commitment or
assurance to, any person or entity as to how such person, if elected as a
director of the corporation, will act or vote on any issue or question (a
Voting Commitment) that has not been disclosed to the corporation or (2)
any Voting Commitment that could limit or interfere with such persons
ability to comply, if elected as a director of the corporation, with such
persons fiduciary duties under applicable law, (B) is not and will not
become a party to any agreement, arrangement or understanding with any
person or entity other than the corporation with respect to any direct or
indirect compensation, reimbursement or indemnification in connection with
service or action as a director that has not been disclosed therein, and (C)
in such persons individual capacity and on behalf of any person or entity
on whose behalf the nomination is being made, would be in compliance, if
elected as a director of the corporation, and will comply with all
applicable publicly disclosed corporate governance, conflict of interest,
confidentiality and stock ownership and trading policies and guidelines of
the corporation.
(b) as to any other business that the shareholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any material
interest in such business of such shareholder and the beneficial owner, if any, on
whose behalf the proposal is made; and
(c) as to the shareholder giving the notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made:
(i) the name and address of such shareholder, as they appear on the
corporations books, and of such beneficial owner and;
(ii) the class and number of shares of the corporation which are owned
beneficially and of record by such shareholder and such beneficial
owner;
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(iii) a description of any agreement, arrangement or
understanding with respect to the nomination or proposal between or among
such shareholder and such beneficial owner, any of their respective
affiliates or associates, and any others acting in concert with any of the
foregoing;
(iv) a description of any proxy, relationship, agreement,
arrangement and/or understanding (including any derivative or short
positions, convertible security, profit interests, options, warrants, stock
appreciation or similar rights, hedging transactions, and borrowed or loaned
shares, in each case whether settled in shares or cash) that has or have
been entered into by, or on behalf of, such shareholder and/or such
beneficial owners, the effect or intent of which is to mitigate loss to,
manage risk or benefit from share price changes (including any
performance-related fees) for, or increase or decrease the voting power of,
such shareholder and/or such beneficial owner, with respect to shares of
stock of the corporation;
(v) a description of any agreement, arrangement or
understanding between or among such shareholder or beneficial owner and any
other person relating to acquiring, holding, voting or disposing of any
shares of stock of the corporation;
(vi) a representation that the shareholder is a holder of
record of stock of the corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to propose such
business or nomination; and
(vii) a representation whether the shareholder or the
beneficial owner, if any, intends or is part of a group which intends (A) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the corporations outstanding capital stock required to
approve or adopt the proposal or elect the nominee and/or (B) otherwise to
solicit proxies from shareholders in support of such proposal or
nomination.
(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this
by-lawSection 1.06 to the contrary, in the event that the number of directors to
be elected to the Boardboard of Directorsdirectors of the
corporation is increased and there is no public announcement by the corporation naming all
of the nominees for director or specifying the size of the increased Boardboard
of Directorsdirectors at least seventy (70) days prior to the first anniversary
of the preceding years annual meeting, a shareholders notice required by this
by-lawSection 1.06 shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be delivered to
the Secretary at the principal executive offices of the corporation not later than the close
of business on the 10th day following the day on which such public announcement is first
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made by the corporation.
(B) Special Meetings Of Shareholders. Only such business shall be conducted at a
special meeting of shareholders as shall have been brought before the meeting pursuant to the
corporations notice of meeting or by or at the direction of the Boardboard of
Directorsdirectors. Nominations of persons for election to the Boardboard
of Directorsdirectors may be made at a special meeting of shareholders at which
directors are to be elected pursuant to the corporations notice of meeting (a) by or at the
direction of the Boardboard of Directorsdirectors or (b) provided that the
Boardboard of Directorsdirectors has determined that directors shall be
elected at such meeting, by any shareholder of the corporation who is a shareholder of record at
the time of giving of notice provided for in this by-law,Section 1.06, who shall be
entitled to vote at the meeting and who complies with the notice procedures and information
requirements set forth in this by-law.Section 1.06. In the event the corporation
calls a special meeting of shareholders for the purpose of electing one or more directors to the
Boardboard of Directorsdirectors, any such shareholder may nominate a
person or persons (as the case may be), for election to such position(s) as specified in the
corporations notice of meeting, if the shareholders notice required by paragraph (A)(2) of this
by-lawSection 1.06 shall be delivered to the Secretary at the principal executive
offices of the corporation not earlier than the close of business on the 90120th day
prior to such special meeting and not later than the close of business on the later of the
6090th day prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the nominees proposed by the
Boardboard of Directorsdirectors to be elected at such meeting. In no event
shall the public announcement of an adjournment of a special meeting commence a new time period for
the giving of a shareholders notice as described above.
(C) General.
(1) Only such persons who are nominated in accordance with the procedures
set forth in this by-lawSection 1.06 shall be eligible to serve as directors and
only such business shall be conducted at a meeting of shareholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
by-law.Section 1.06. Except as otherwise provided by law, the Chairman of the
meeting shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this by-lawSection 1.06 and, if any
proposed nomination or business is not in compliance with this by-law,Section
1.06, to declare that such defective proposal or nomination shall be disregarded. For
purposes of this by-law, public announcement shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or comparable national news service
or in a document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. Notwithstanding
the foregoing provisions of this Section 1.06, unless otherwise required by law, if the
shareholder (or a qualified representative of the shareholder) does not appear at the annual or special meeting
of shareholders of the corporation to present a nomination or proposed business, such
nomination shall be disregarded and such proposed business shall not be transacted,
notwithstanding that proxies in respect of such vote may have been received by the
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corporation. For purposes of this Section 1.06, to be considered a qualified representative
of the shareholder, a person must be a duly authorized officer, manager or partner of such
shareholder or must be authorized by a writing executed by such shareholder or an electronic
transmission delivered by such shareholder to act for such shareholder as proxy at the
meeting of shareholders and such person must produce such writing or electronic
transmission, or a reliable reproduction of the writing or electronic transmission, at the
meeting of shareholders.
(2) Notwithstanding the foregoing provisions of this
by-law,Section 1.06, a shareholder shall also comply with all applicable
requirements of the Exchange Act and the rules and regulations thereunder with respect to
the matters set forth in this by-law.Section 1.06. Nothing in this
by-lawSection 1.06 shall be deemed to affect any rights (i) of shareholders to
request inclusion of proposals in the corporations proxy statement pursuant to Rule 14a-8
under the Exchange Act or (ii) of the holders of any series of Preferred Stock to elect
directors under specified circumstances.
(3) A shareholder providing notice of a proposed nomination for election to
the Board or other business proposed to be brought before an annual or special meeting shall
update and supplement such notice from time to time to the extent necessary so that the
information provided or required to be provided in such notice shall be true and correct as
of the record date for the meeting and as of the date that is 15 days prior to the meeting
or any adjournment or postponement thereof; such update and supplement shall be delivered in
writing to the Secretary at the principal executive offices of the corporation not later
than five days after the record date for the meeting (in the case of any update and
supplement required to be made as of the record date), and not later than 10 days prior to
the date for the meeting or any adjournment or postponement thereof (in the case of any
update and supplement required to be made as of 15 days prior to the meeting or any
adjournment or postponement thereof).
(4) For the purposes of this Section 1.06, beneficial owner shall mean a
person that (A) beneficially owns shares for purposes of Section 13(d) of the Exchange Act
or (B) has or shares, pursuant to any agreement, arrangement or understanding, the right to
acquire shares, the right to vote shares or has investment power with respect to such
shares, in each case alone or in concert with others.
(5) For purposes of this Section 1.06, public announcement shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange
Act.
Section 1.07. Quorum and Adjournment.
Unless a greater or lesser quorum is provided by statute or in the articles of incorporation,
shares entitled to cast a majority of the votes at a meeting constitute a quorum at the meeting. The
7
shareholders present in person or by proxy at the meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. By
a vote of the shares present, even if less than a quorum, the meeting may be adjourned to another
place and time for a period not exceeding thirty (30) days in any one case. No notice of the time
and place of adjourned meetings need be given except as required by law. At an adjourned meeting at
which a quorum shall be present, any business may be transacted that might have been transacted at
the meeting as originally called.
Section 1.08. Vote of Shareholders.
Each share of outstanding capital stock shall entitle its holder to the voting rights set
forth in the articles of incorporation. All elections of directors shall be by a plurality vote of
the shareholders entitled to vote at such meeting of shareholders. Whenever any corporate action is
to be taken by vote, other than the election of directors, it shall, except as otherwise required
by statute, by the articles of incorporation, or by these by-laws, be authorized by two-thirds
(2/3(rds)) of all the votes entitled to be cast by the holders of all outstanding capital stock
entitled to vote on the action. Directors shall be elected if approved by a plurality of the votes
cast at an election.
Section 1.09. Proxies.
Every shareholder entitled to vote at a meeting of shareholders or to express consent or
dissent without a meeting may authorize another person or persons to act for him by proxy. Every
proxy must be in writing and signed by the shareholder or his attorney-in-fact. No proxy shall be
valid after the expiration of three (3) years from the date thereof unless otherwise provided in
the proxy.
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Section 1.10. Consents.
At every meeting of the shareholders, the Chairman of the Board, or in his absence, the Vice
Chairman of the Board, or in his absence, the President, or in his absence, a Vice President, or in
the absence of the Chairman of the Board, the President and Vice President, a chairman chosen by a
majority in interest of the shareholders of the corporation present in person or by proxy and
entitled to vote, shall act as chairman; and the Secretary, or in his absence any person appointed
by the chairman, shall act as secretary.
ARTICLE II
Determination of Voting Rights,
Dividend, and Other Rights
Dividend, and Other Rights
For the purpose of determining the shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any
proposal without a meeting, or for the purpose of determining shareholders entitled to receive
payment of any dividend or the allotment of any rights, or the date when any change or conversion
or exchange of capital stock shall go into effect, or for the purpose of any other action, the
board of directors may fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than sixty (60) nor less than ten (10) days before the
date of any such meeting, nor more than thirty (30) days prior to any other action. If a record
date is so fixed, such shareholders and only such shareholders as shall be shareholders of record
on that date so fixed shall be entitled to notice of, and to vote at, such meeting and any
adjournment thereof, or to express such consent or dissent, or to receive payment of such dividend
or such allotment of rights,
9
or otherwise to be recognized as shareholders for the purpose of any other action, notwithstanding
any transfer of any shares on the books of the corporation after any such record date so fixed.
ARTICLE III
Directors
Section 3.01. General Powers.
The business and all the powers of the corporation, and the stock, property, and affairs of
the corporation, except as otherwise provided by the articles of incorporation, the bylaws, or by
statute, shall be managed by the board of directors.
Section 3.02. Number, Qualifications, and Term of Office.
Except when the Corporationcorporations articles of incorporation require the
board to con-sistconsist of a fixed number of directors, the board of directors shall
consist of that number of directors established from time to time by the board of directors,
provided that the board cannot reduce the number of directors below its then current size except
upon the expiration of the term of one or more directors or the death, resignation, or removal of a
director. Except as otherwise required by the articles of incorporation, the directors, who need
not be shareholders, shall be divided into three classes that shall be as nearly equal in number as
is possible. At each annual meeting of shareholders, one class of directors shall be chosen for a
full three year term and until their successors shall be duly elected and qualified or, if earlier,
until death, resignation or removal.
If satisfied immediately following the most recent election or appointment of directors, any
requirement under the articles of incorporation or these by-laws regarding the number of directors
who must be independent shall be deemed to be satisfied until the next annual meeting of
shareholders, notwithstanding the occurrence of one or more vacancies on the board of directors
occurring between meetings of shareholders.
Section 3.03. Place of Meetings.
Meetings of the board of directors, annual or special, shall be held at any place within or
outside the State of Michigan as may from time to time be determined by the board of directors.
Section 3.04. Annual Meeting.
The board of directors shall meet as soon as practicable after each annual election of
directors for the purpose of organization, election of officers, and the transaction of other
business, on the same day and at the same place at which the shareholders meeting is held. Notice
of such meeting need not be given. Such meeting may be held at such other time and place as shall
be specified in a notice to be given as hereinafter provided for special meetings of the board of
directors, or according to consent and waiver of notice thereof signed by all directors.
10
Section 3.05. Regular and Special Meetings.
Regular (i.e., previously scheduled by action of the board of directors) meetings of the board
of directors may be held with or without notice. Special meetings of the board of directors shall
be held whenever called by any director. Notice of any special meeting, and any adjournment
thereof, stating the place, date, hour and purpose of the meeting, shall be provided to each
director, not later than forty-eight (48) hours prior to the day on which the meeting is to be
held. Unless limited by statute, the articles of incorporation, these by-laws, or the terms of the
notice thereof, any and all business may be transacted at any special meeting.
Section 3.06. Quorum and Manner of Action.
A majority of the directors in office at the time of any meeting of the board of directors,
present in person or by means of telephonic conference, shall be necessary and sufficient to
constitute a quorum for the transaction of business. The affirmative vote of a majority of the
directors in office shall be required for the approval of all actions to be taken by the board of
directors, except as otherwise required by statute or the articles of incorporation and except for
adjournment. A majority of the directors present, regardless of whether a quorum is present, may
adjourn any meeting to another place and time for a period not exceeding thirty (30) days in any
one case. If all of the directors severally or collectively consent in writing to any act taken or
to be taken by the corporation, such action shall be valid corporate action as though it had been
authorized at a meeting of the board of directors.
Section 3.07. Compensation.
Each independent director shall be paid such directors fees and fixed sums and expenses for
attendance at each annual, regular or special meeting of the board of directors or committees of
the board of directors as the board of directors by resolution so determines; provided, however,
that nothing herein contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefore.
Section 3.08. Removal of Directors.
By a vote of two-thirds (2/3(rds)) of all the votes entitled to be cast by the holders of all
outstanding capital stock entitled to vote, the shareholders may remove one or more or all of the
directors from office for or without cause.
Section 3.09. Resignations.
Any director may resign at any time by giving written notice to the board of directors, the
Chairman of the Board, the Vice Chairman, the President, or the Secretary of the corporation. Such
resignation shall take effect at the time specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it effective.
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Section 3.10. Vacancies.
Any vacancies occurring on the board of directors by reason of death, resignation, retirement,
disqualification, removal, or an increase in the size of the board of directors shall be
temporarily filled by the board of directors then in office. Except as provided in the next
sentence, unless a successor director is elected by a vote of the shareholders, any director
elected by the board of directors to fill a vacancy temporarily shall hold office for the unexpired
portion of the term of his predecessor. If a director is elected by the directors in order to fill
a vacancy created as a result of an increase in the size of the board of directors, then such
director shall have an initial term equal to the remaining term of the class of directors that such
director is placed in pursuant to the resolution of the board of directors adopted pursuant to
Section 3.02 of these by-laws.
Section 3.11. Organization of Board Meeting.
At each meeting of the board of directors, the Chairman, or in his absence, the Vice Chairman,
or in his absence, the President, if he is a director, or in his absence, a director chosen by a
majority of the directors present, shall act as chairman of the meeting. The Secretary, or in his
absence, any person appointed by the chairman, shall act as secretary of the meeting.
ARTICLE IV
Committees
Section 4.01. Committees.
The corporation may have such committees as the board of directors shall by resolution from
time to time determine, which shall have such powers and authority as are designated by the board
of directors.
Section 4.02. Regular Meetings.
Regular meetings of a committee shall be held without notice at such time and at such place as
shall from time to time be determined by resolution of the committee. In case the day so determined
shall be a legal holiday, such meeting shall be held on the next succeeding day, not a legal
holiday, at the same hour.
Section 4.03. Special Meetings.
Special meetings of a committee shall be held wherever called by the chairman of the
committee. Notice of any special meeting and any adjournment thereof shall be provided not later
than the second (2nd) day before the day on which the meeting is to be held. Notice of any meeting
of a committee need not be given to any member who submits a signed waiver of notice before or
after the meeting, or who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. Unless limited by statute, the articles of incorporation,
these by-laws, or the terms of the notice thereof, any and all business may be transacted at any
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special meeting of the committee.
Section 4.04. Quorum and Manner of Action.
A majority of the members of a committee in office at the time of any regular or special
meeting of the committee present in person or by means of telephonic conference shall constitute a
quorum for the transaction of business. The vote of a majority of the members shall be the act of
the committee. Any member of a committee may require that action proposed to be taken by the
committee instead be submitted to the board of directors for its consideration and action. A
majority of the members present, whether or not a quorum is present, may adjourn any meeting to
another time and place. No notice of an adjourned meeting need be given.
Section 4.05. Records.
A committee shall keep minutes of its proceedings and shall submit the same from time to time
to the board of directors. The Secretary of the corporation, or in his absence an assistant
secretary, shall act as secretary to the committee; or the committee may in its discretion appoint
its own secretary.
Section 4.06. Vacancies.
Any newly created memberships and vacancies occurring in a committee shall be filled by
resolution adopted by a majority of the entire board of directors.
ARTICLE V
Officers
Section 5.01. Officers.
The elected officers of the corporation shall be a Chairman of the Board, a President, a Chief
Financial Officer, a Secretary, a Treasurer, and, if the board of directors so determines, one or
more Vice Chairman of the Board and Vice Presidents. The board of directors may also appoint one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other officers and agents as
may from time to time appear to be necessary or advisable in the conduct of the affairs of the
corporation. Any two or more offices, whether elective or appointive, may be held by the same
person, except that an officer shall not execute, acknowledge or verify any instrument in more than
one capacity if the instrument is required by law or the articles of incorporation or
thethese by-laws to be executed, acknowledged or verified by two or more officers.
Section 5.02. Term of Office and Resignation.
So far as practicable, all elected officers shall be elected at the first meeting of the board
of directors following the annual meeting of shareholders in each year and, except as otherwise
hereinafter provided, shall hold office until the first meeting of the board of directors following the
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next annual meeting of shareholders and until their respective successors shall have been elected
or appointed and qualified. All other officers shall hold office during the pleasure of the board
of directors. Any elected or appointed officer may resign at any time by giving written notice to
the board of directors, the Chairman, the Vice Chairman, the President, the Chief Financial
Officer, or the Secretary of the corporation. Such resignation shall take effect at the time
specified therein, and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 5.03. Removal of Elected Officers.
Any officer may be removed at any time, with or without cause, by vote at any meeting of the
board of directors.
Section 5.04. Vacancies.
If any vacancy shall occur in any office for any reason, the board of directors may elect or
appoint a successor to fill such vacancy for the remainder of the term.
Section 5.05. Compensation.
The compensation, if any, of all elected or appointed officers and agents of the corporation
shall be fixed by the board of directors.
Section 5.06. The Chairman of the Board.
The Chairman of the Board (sometimes herein the Chairman) shall preside at all meetings of
the shareholders and board of directors and shall appoint all standing and special committees as
are deemed necessary in the conduct of the business. The Chairman shall exercise any and all powers
and perform any and all duties which are required by thethese by-laws and which the
board of directors may additionally confer upon him.
Section 5.07. The Vice Chairman of the Board.
The Vice Chairman of the Board (sometimes herein the Vice Chairman), in the absence of the
Chairman, shall preside at all meetings of the shareholders and board of directors. The Vice
Chairman shall exercise any and all powers and perform any and all duties which are required by
thethese by-laws and which the board of directors may additionally confer upon him.
Section 5.08. The President.
The President shall be the Chief Executive Officer and, if he is a director, in the absence of
the Chairman and the Vice Chairman, preside at all meetings of the board of directors; and shall
perform such other duties as are usually ascribed to that office. The President shall exercise any
and all powers and perform any and all duties which are required by thethese by-laws
and which the board of directors may additionally confer upon him.
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Section 5.09. The Chief Financial Officer.
The Chief Financial Officer shall perform all necessary acts and duties in connection with the
administration of the financial affairs of the corporation; and shall perform such other duties as
are usually ascribed to that office. The Chief Financial Officer shall exercise any and all powers
and perform any and all duties which are required by thethese by-laws and which the
board of directors may additionally confer upon him.
Section 5.10. The Vice President.
The Vice President, if any, or if there is more than one Vice President, each Vice President,
shall have such powers and discharge such duties as may be assigned to him from time to time by the
board of directors.
Section 5.11. The Secretary.
The Secretary shall attend all meetings of the board of directors and the shareholders and
shall record all votes and the minutes of all proceedings in a book to be kept for that purpose and
shall, when requested, perform like duties for all committees of the board of directors. He shall
attend to the giving of notice of all meetings of the shareholders, and special meetings of the
board of directors and committees thereof; he shall have custody of the corporate seal, if same is
provided, and, when authorized by the board of directors, shall have authority to affix the same to
any instrument and, when so affixed, it shall be attested by his signature or by the signatures of
the Treasurer or an Assistant Secretary or an Assistant Treasurer. He shall keep an account for all
books, documents, papers, and records of the corporation, except those for which some other officer
or agent is properly accountable. He shall have authority to sign stock certificates, and shall
generally perform all the duties appertaining to the office of secretarySecretary of a
corporation. In the absence of the Secretary, such person as shall be designated by the President
shall perform his duties.
Section 5.12. The Treasurer.
The Treasurer shall have the care and custody of all the funds of the corporation and shall
deposit the same in such banks or other depositories as the board of directors, or any officer and
agent jointly, duly authorized by the board of directors, shall, from time to time, direct or
approve. He shall keep a full and accurate account of all monies received and paid on account of
the corporation, and shall render a statement of his accounts whenever the board of directors shall
require. In addition, he shall generally perform all duties usually appertaining to the office of
Treasurer of a corporation. When required by the board of directors, he shall give bonds for the
faithful discharge of his duties in such sums and with such sureties as the board of directors
shall approve. In the absence of the Treasurer, such person as shall be designated by the Chief
Financial Officer shall perform his duties.
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ARTICLE VI
Indemnification
Subject to and in furtherance of the provisions of the Article VIII of the
articles of incorporation:
Section 6.01. IndemnificationInsurance.
Section 6.04. Indemnification: 6.02. Constituent Corporations.
For the purposes of Article VIII of the articles of incorporation and this Article
VI, references to the corporation include all constituent corporations absorbed in a merger and the
resulting or surviving corporation, so that a person who is or was a director or officer of such
constituent corporation or is or was serving at the request of such constituent corporation as a
director or officer of another corporation, partnership, joint venture, trust, or other enterprise
shall (as shall his heirs, executors, and administrators) stand in the same position, under the
provisions of Article VIII of the articles of incorporation and this Article
VI, with respect to the resulting or surviving corporation as he would if he had served the
resulting or surviving corporation in the same capacity.
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Section 6.03. Right of Claimant to Bring Suit.
If a claim under Article VIII of the articles of incorporation and/or this Article
VI is not paid in full by the corporation within 30 days after a written claim has been received by
the corporation, the claimant may at any time thereafter bring suit, in a court of competent
jurisdiction in the State of Michigan, against the corporation to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the
expense (including attorneys fees) of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses incurred in defending
a proceeding in advance of its final disposition where the required undertaking has been
tendered to the corporation) that the claimant has not met the standards of conduct that make it
permissible under the laws of the State of Michigan for the corporation to indemnify the claimant
for the amount claimed. The burden of proving such a defense shall be on the corporation. Neither
the failure of the corporation (including its board of directors, independent legal counsel, or its
shareholders) to have made a determination prior to the commencement of such action that
indemnification of the claimant is proper under the circumstances because he or she has met the
applicable standard of conduct set forth in the laws of the State of Michigan, nor an actual
determination by the corporation (including its board of directors, independent legal counsel, or
its shareholders) that the claimant had not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met the applicable standard
of conduct. Notice of any application to the court pursuant to this Section 6.03 shall be given to
the corporation promptly upon filing.
Section 6.04. No Exclusivity.
The rights conferred on any person by Article VIII of the articles of
incorporation and this Article VI shall not be exclusive of any other rights that such person may
have or hereafter acquire under any statute, provision of the articles of incorporation, agreement,
vote of shareholders or disinterested directors, or otherwise, both as to action in an official
capacity and as to action in another capacity while holding such office.
Section 6.05. ERISA Fiduciaries.
To ensure indemnification under Article VIII of the articles of incorporation and
this Article VI of all such persons who are or were fiduciaries of an employee benefit plan
governed by the Act of Congress entitled Employee Retirement Income Security Act of 1974, as
amended from time to time, the provisions of this Article VI shall, for the purposes hereof, be
interpreted as follows: an other enterprise shall be deemed to include an employee benefit plan;
the corporation shall be deemed to have requested a person to serve as an employee of an employee
benefit plan where the performance by such person of duties to the corporation also imposes duties
on, or otherwise involves services by, such person to the plan or participants or beneficiaries of
the plan; excise taxes assessed on a person with respect to an employee benefit plan pursuant to
said Act of Congress shall be deemed fines; and action taken or omitted by a person with respect
to an employee benefit plan in
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the performance of such persons duties for a purpose reasonably believed by such person to be
in the interest of the participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the corporation.
Section 6.06. Survival.
The rights provided by Article VIII of the articles of incorporation and this
Article VI shall continue as to a person who ceases to be an indemnitee under the articles of
incorporation or these by-laws and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 6.07. Settlement of Claims.
The corporation shall not be liable to indemnify any person under Article VIII of
the articles of incorporation or this Article VI (a) for any amounts paid in settlement of any
action or claim effected without the corporations written consent, which consent shall not be
unreasonably withheld; or (b) for any judicial award if the corporation was not given a reasonable
and timely opportunity, at its expense, to participate in the defense of such action.
Section 6.08. Contract Right; Effect of Amendment.
The rights provided by Article VIII of the articles of incorporation and this
Article VI shall be a contract right that vests at the time of such persons service to, or at the
request of, the corporation. Persons who after the date of the adoption of this Article VI become
or remain indemnitees of the corporation shall be conclusively presumed to have relied on the
rights to indemnification and advancement of expenses contained in Article VIII of the articles of
incorporation and this Article VI. Any amendment, repeal, or modification of Article VIII of the
articles of incorporation or this Article VI shall not adversely affect any right or protection of
any person existing at the time of such amendment, repeal, or modification.
Section 6.09. Subrogation.
In the event of payment under Article VIII of the articles of incorporation and/or
this Article VI, the corporation shall be subrogated to the extent of such payment to all of the
rights of recovery of the person, who shall execute all papers required and shall do everything
that may be necessary to secure such rights, including the execution of such documents necessary to
enable the corporation effectively to bring suit to enforce such rights.
Section 6.10. No Duplication of Payments.
The corporation shall not be liable under Article VIII of the articles of
incorporation or this Article VI to make any payment in connection with any claim made against the
indemnitee to the extent the indemnitee has otherwise actually received payment (under any
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insurance policy, agreement, vote, or otherwise) of the amounts otherwise indemnifiable
hereunder.
Section 6.11. Savings Clause.
If Article VIII of the articles of incorporation or this Article VI or any portion
hereof or thereof shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each director or officer to the fullest extent not
prohibited by any applicable portion of Article VIII of the articles of incorporation or this
Article VI that shall not have been invalidated, or by any other applicable law. If Article VIII
of the articles of incorporation or this Article VI shall be invalid due to the application of the
indemnification provisions of another jurisdiction, then the corporation shall indemnify each
director and officer to the fullest extent under any other applicable law.
ARTICLE VII
Share Certificates
Section
7.01. Form,; Signature.
The shares of the Corporationcorporation shall be represented by certificates in
such form or forms as shall be determined by the Boardboard of
Directorsdirectors and shall be signed by the Chairman of the Board, President or a
Vice-President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant
Treasurer of the Corporationcorporation, and if a seal has been provided by the
Corporationcorporation, may be sealed with the seal of the
Corporationcorporation or a facsimile thereof. 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 Corporationcorporation or its employee. In case any
officer who has signed or whose facsimile has been placed upon a certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
Corporationcorporation with the same effect as if he were such officer at the date of
issue. Notwithstanding the foregoing, the Boardboard of Directorsdirectors
may provide by resolution or resolutions that some or all of any or all classes or series of the
Corporationcorporations shares may be uncertificated shares. Any such resolution
shall not apply to shares represented by a certificate until such certificate is surrendered to the
Corporationcorporation. Within a reasonable time after the issuance or transfer of
shares without certificates, the Corporationcorporation shall send the shareholder a
written statement containing the information Michigan law requires to be on certificates.
Notwithstanding the adoption of a resolution by the Boardboard of
Directorsdirectors providing that any class or series of shares of the
Corporationcorporation may be uncertificated, every holder of uncertificated shares
shall be entitled to receive from the Corporationcorporation a certificate representing
the number of shares registered in such holders name.
Section 7.02. Transfer Agents and Registrars.
The board of directors may, in its discretion, appoint one or more banks or trust companies
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in the State of Michigan and in such other state or states as the board of directors may deem
advisable, from time to time, to act as Transfer Agents and Registrars of the shares of the
corporation; and upon such appointments being made, no certificate representing shares shall be
valid until countersigned by one of such Transfer Agents and registered by one of such Registrars.
Section 7.03. Transfers of Shares.
Transfers of shares shall be made on the books of the corporation only upon written request by
the person named in the certificate, or by his attorney lawfully constituted in writing, and upon
surrender and cancellation of a certificate or certificates for a like number of shares of the same
class, with duly executed assignment and a power of transfer endorsed thereon or attached thereto,
and with such proof of the authenticity of the signatures as the corporation or its agents may
reasonably require.
Section 7.04. Registered Shareholders.
The corporation shall be entitled to recognize the exclusive right of a person registered on
its books as the owner of shares to receive dividends and other distributions, and to vote as such
owner, and to hold liable for calls and assessments the person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law or contemplated by the articles of incorporation.
Section 7.05. Lost Certificates.
In case any certificate representing shares shall be lost, stolen, or destroyed, the board of
directors, or any officer or officers duly authorized by the board of directors, may authorize the
issuance of a substitute certificate in place of the certificate so lost, stolen, or destroyed, and
may cause or authorize such substitute certificate to be countersigned by the appropriate Transfer
Agent and registered by the appropriate Registrar. In each such case the applicant for a substitute
certificate shall furnish to the corporation and to such of its Transfer Agents and Registrars as
may require the same, evidence to their satisfaction, in their discretion, of the loss, theft, or
destruction of such certificate and of the ownership thereof, and also such security or indemnity
as may by them be required.
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ARTICLE VIII
Miscellaneous
Section 8.01. Fiscal Year.
The board of directors from time to time shall determine the fiscal year of the corporation.
Section 8.02. Signatures on Negotiable Instruments.
All bills, notes, checks, or other instruments for the payment of money shall be signed or
countersigned by such officers or agents and in such manner as from time to time may be prescribed
by resolution of the board of directors, or may be prescribed by any officer or officers, or any
officer and agent jointly, duly authorized by the board of directors.
Section 8.03. Dividends.
Except as otherwise provided in the articles of incorporation, dividends upon the shares of
the corporation may be declared and paid as permitted by law in such amounts as the board of
directors may determine at any annual or special meeting. Dividends may be paid in cash, in
property, or in shares of the capital stock of the corporation, subject to the articles of
incorporation.
Section 8.04. Reserves.
Before payment of any dividend, there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the board of directors from time to time, in its
absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or for such other
purpose as the board of directors deems conducive to the interest of the corporation; and in its
discretion, the board of directors may decrease or abolish any such reserve.
Section 8.05. Seal.
The board of directors may, but need not, provide a corporate seal which shall consist of two
concentric circles between which is the name of the corporation and in the center of which shall be
inscribed SEAL.
Section 8.06. Corporation Offices.
The registered office of the corporation shall be as set forth in the articles of
incorporation. The corporation may also have offices in such places as the board of directors may
from time to time appoint or the business of the corporation require. Such offices may be outside
the State of Michigan.
Section 8.07. Notices and Waivers of Notice.
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(A) Delivery Of Notices. All notices to shareholders, directors and Board committee
members shall be given (a) personally, (b) by mail (registered, certified or other first class
mail, except where otherwise provided in the Michigan Business Corporation Act, with postage
pre-paid), addressed to such person at the address designated by him or her for that purpose or, if
none is designated, at his or her last known address, (c) by electronic transmission in a manner
authorized by the person, or (d) as otherwise provided in the Michigan Business Corporation Act. In
addition to any other form of notice to a shareholder permitted by the Articlesarticles
of Incorporationincorporation, these By-Lawsby-laws, or the Michigan
Business Corporation Act, any notice given to a shareholder by a form of electronic transmission to
which the shareholder has consented is effective. Notices to directors of or Board committee
members may also be delivered at his or her office on the
Corporationcorporations
premises, if any, or by express carrier, addressed to the address referred to in the first
sentence of this Section. 8.07. When a notice is required or permitted by the Michigan
Business Corporation Act or these By-Lawsby-laws to be given in writing, electronic
transmission is written notice. Notices given pursuant to this SECTIONSection 8.07
shall be deemed to be given when dispatched, or, if mailed, when deposited in a post office or
official depository under the exclusive care and custody of the United States postal service;
provided that when a notice or communication is permitted by the Michigan Business Corporation Act
or these By-Lawsby-laws to be transmitted electronically, the notice or communication
is given when electronically transmitted to the person entitled to the notice or communication in a
manner authorized by the person. Notices given by express carrier shall be deemed dispatched on
the date and at the time the express carrier guarantees delivery of the notice. The
Corporationcorporation shall have no duty to change the written or electronic address
of any director, Board committee member or shareholder unless the Secretary receives notice in
writing or by electronic transmission of such address change.
(B) Waiver Of Notices. Action may be taken without a required notice and without
lapse of a prescribed period of time, if at any time before or after the action is completed the
person entitled to notice or to participate in the action to be taken or, in the case of a
shareholder, his or her attorney-in-fact, submits a signed waiver or a waiver by electronic
transmission of the requirements, or if such requirements are waived in such other manner permitted
by applicable law. Neither the business to be transacted at, nor the purpose of, the meeting need
be specified in the waiver of notice of the meeting. A shareholders attendance at a meeting (in
person or by proxy) will result in both of the following:
(1) Waiver of objection to lack of notice or defective notice of the meeting, unless
the shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting.
(2) Waiver of objection to consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.
A directors attendance at or participation in any Board or Board committee meeting waives any
required notice to him or her of the meeting unless he or she, at the beginning of the meeting or
upon his or her arrival, objects to the meeting or the transacting of business at the
meeting and does not thereafter vote for or assent to any action taken at the meeting.
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ARTICLE IX
Amendments
Section 9.01. Power to Amend.
These by-laws may be amended, repealed, or adopted by the shareholders or the board of
directors. Any by-law adopted by the board of directors may be amended or repealed by the board of
directors or by shareholders entitled to vote thereon as herein provided; and any by-law adopted by
the Incorporators or the shareholders may be amended or repealed by the board of directors, except
as limited by statute and except when the shareholders have expressly provided otherwise with
respect to any particular by-law or by-laws.
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