Attached files
file | filename |
---|---|
8-K - FORM 8-K - TECUMSEH PRODUCTS CO | c13345e8vk.htm |
EX-99.1 - EXHIBIT 99.1 - TECUMSEH PRODUCTS CO | c13345exv99w1.htm |
Exhibit 3(ii)
AMENDED AND RESTATED BYLAWS OF
TECUMSEH PRODUCTS COMPANY
TECUMSEH PRODUCTS COMPANY
As Amended Through June 29, 2010
ARTICLE I
MEETINGS
MEETINGS
SECTION 1. PLACE OF MEETING. Any or all meetings of the shareholders, and of the Board of
Directors, of this Corporation may be held within or without the State of Michigan.
SECTION 2. ANNUAL MEETING OF SHAREHOLDERS. An annual meeting of the shareholders shall be
held in each calendar year on the last Wednesday of April of such calendar year at 9:00 a.m., local
time, or at such other date and time as shall be determined from time to time by the Board of
Directors, for the election of directors and for the transaction of such other business as may
properly come before such annual meeting.
SECTION 3. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS. Except as otherwise provided in the
Michigan Business Corporation Act, as amended from time to time (the Act), at least 10, but not
more than 60 days prior to the date fixed by Section 2 of this Article for the holding of the
annual meeting of shareholders, written notice of the time, place, and purposes of such meeting
shall be given either personally, by mail, or by electronic transmission as hereinafter provided,
to each shareholder entitled to vote at such meeting.
SECTION 4. BUSINESS AT ANNUAL MEETINGS. At an annual meeting of the shareholders of the
Corporation, only such business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be, (a) specified in the
notice of meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (b) otherwise brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a shareholder. For business to
be properly brought before an annual meeting by a shareholder, if such business relates to the
election of directors of the Corporation, the procedures in Article IV, Section 2, of these Bylaws
must be complied with. If such business relates to any other matter, the shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a
shareholders notice must be delivered by mail or electronic transmission to the Secretary and
received at the principal executive offices of the Corporation not less than 60 days nor more than
90 days prior to the anniversary date of the immediately preceding annual meeting of shareholders;
provided however that in the event that the annual meeting is called for a date that is not within
30 days before or after such anniversary date, such notice by the shareholder in order to be timely
must be so received not later than the close of business on the tenth day following the day on
which such notice of the date of the annual meeting is mailed, transmitted electronically, or
public disclosure of the date of the annual meeting is made, whichever first occurs. A
shareholders notice to the Secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting, (a) a
brief description of the business desired to be brought
before the annual
meeting containing all material information relating thereto and the reasons for conducting
such business at the annual meeting, (b) the name and address, as they appear on the Corporations
books, of the shareholder proposing such business, (c) the class and number of shares of the
Corporation which are beneficially owned by the shareholder, and (d) any material interest of the
shareholder in such business. Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at any annual meeting except in accordance with the procedures set forth in this
Section 4. The officer presiding over the meeting shall, if the facts warrant, determine and
declare to the meeting that business was not properly brought before the meeting in accordance with
the provisions of this Section 4, and if he or she should so determine, the presiding officer shall
so declare to the meeting that any such business not properly brought before the meeting shall not
be transacted.
SECTION 5. SPECIAL MEETINGS OF SHAREHOLDERS. A special meeting of the shareholders, for any
purpose or purposes proper for shareholder action and specified in the notice of such meeting,
shall be called by the Chairman of the Board of Directors or the President upon the receipt by the
Chairman of the Board of Directors or the President, as the case may be, of a written request to
call such special meeting from a majority of the Board of Directors or from shareholders entitled
to vote not less than an aggregate of fifty percent (50%) of the outstanding shares of the
Corporation having the right to vote at such special meeting. Any such request shall state the
purpose or purposes of the proposed meeting. The method by which such meeting may be called is as
follows: upon receipt of a specification, in writing, setting forth the date and objects of such
proposed special meeting, signed by the Chairman of the Board of Directors or the President and
accompanied by the written request received from a majority of the Board of Directors or from the
requisite shareholders as above provided, the Secretary of this Corporation shall prepare, sign,
and mail or transmit electronically the notices requisite to such meeting.
SECTION 6. NOTICE AND BUSINESS AT SPECIAL MEETINGS OF SHAREHOLDERS. At least 10, but not
more than 60 days prior to the date fixed for the holding of any special meeting of shareholders,
written notice of the time, place, and purposes of such meeting shall be given either personally,
by mail, or by electronic transmission to each shareholder entitled to vote at such meeting. The
business transacted at any such special meeting, other than procedural matters and matters relating
to the conduct of the meeting, shall be limited to the purpose or purposes set forth in the notice.
The officer presiding at the meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting in accordance with the provisions
of this Section 6, and if he or she should so determine, such presiding officer shall so declare to
the meeting that any business not properly brought before the meeting shall not be transacted.
SECTION 7. ORGANIZATION MEETING OF BOARD. At the place of holding the annual meeting of
shareholders, and immediately following the annual meeting of shareholders, the Board of Directors,
as constituted upon final adjournment of such annual meeting, shall convene for the purpose of
election of officers and transacting any other business properly brought before it; provided, that
the organization meeting in any year may be held at a different time and place than that herein
provided by consent of a majority of the directors of such new board. No notice of such meeting
shall be necessary to the newly elected directors in order to legally constitute the meeting,
provided a quorum shall be
present, unless the meeting is not held at the place of holding and immediately following the
annual meeting of shareholders.
-2-
SECTION 8. REGULAR MEETINGS OF BOARD. Regular meetings of the Board of Directors shall be
held at such times and places as the Board of Directors shall from time to time determine by
resolution adopted at any regular or special meeting of the Board of Directors. No notice of
regular meetings of the Board of Directors shall be required.
SECTION 9. SPECIAL MEETING OF BOARD. Special meetings of the Board of Directors may be
called by the Chairman of the Board of Directors or by any other member of the Board of Directors
at any time by means of notice of the time and place thereof to each Director given not less than
24 hours before the time such special meeting is to be held, but action taken at any such meeting
shall not be invalidated for want of notice if such notice shall be waived as hereinafter provided.
SECTION 10. NOTICES AND MAILING. Every notice to a shareholder shall be addressed to the
sendee at such shareholders last address appearing upon the original or duplicate stock ledger of
this Corporation. Every notice to a Director shall be addressed to the sendee at his last address
appearing on the records of this Corporation. Every notice by mail shall be deemed duly served
when the same has been deposited in the United States mail with postage fully prepaid so addressed
to the sendee. Written notice may also be given in person or by telegram, telecopy, telex,
radiogram, cablegram, electronic transmission, or mailgram, and such notice shall be deemed duly
given when the recipient receives the notice personally or when notice, so addressed to the sendee,
has been delivered to the Corporation, or to the equipment, transmitting such notice.
SECTION 11. WAIVER OF NOTICE. Notice of the time, place, and purpose of any meeting of the
shareholders or of the Board of Directors may be waived in writing, either before or after such
meeting has been held. Any and all requirements of the laws of the State of Michigan, and of the
Articles of Incorporation, and of the Bylaws with respect to the calling of any meeting of the
shareholders or of the Board of Directors may be waived in writing, either before or after such
meeting has been held. Neither the business to be transacted at, nor the purpose of, a regular or
special meeting of the Board of Directors need be specified in the waiver of notice of the meeting.
Written waiver of notice may be given in person or by telegram, telecopy, telex, radiogram,
cablegram, electronic transmission, or mailgram, and such waiver of notice shall be deemed duly
given when the Corporation receives the notice personally or when notice, so addressed to the
Corporation, has been delivered to the Secretary of the Corporation, or to the equipment
transmitting such waiver of notice.
SECTION 12. PROCEDURAL MATTERS. At each meeting of the shareholders, the officer presiding
over the meeting shall fix and announce the date and time of the opening and the closing of the
polls for each matter upon which the shareholders will vote at the meeting and shall determine the
order of business and all other matters of procedure. Except to the extent inconsistent with any
such rules and regulations as adopted by the Board of Directors, such presiding officer may
establish rules, which need not be in writing, to maintain order for the conduct of the meeting,
including, without limitation, restricting attendance to bona fide shareholders of record and their
proxies and other persons in
attendance at the invitation of the Board or such presiding officer and making rules governing
speeches and debates.
-3-
SECTION 13. PARTICIPATION IN MEETING BY TELEPHONE OR REMOTE COMMUNICATION. By resolution of
the Board of Directors, shareholders may participate in the annual or a special meeting of
shareholders by means of conference telephone or other remote communications equipment through
which all persons participating in the meeting can communicate with the other participants.
Participation in a meeting pursuant to this Section constitutes presence in person at the meeting.
ARTICLE II
QUORUM
QUORUM
SECTION 1. QUORUM OF SHAREHOLDERS. A majority of the outstanding shares of this Corporation
entitled to vote, present in person or by proxy, shall constitute a quorum at any meeting of the
shareholders.
SECTION 2. QUORUM OF DIRECTORS. A majority of the members of the Board of Directors then in
office shall constitute a quorum for transaction of business.
ARTICLE III
VOTING, ELECTIONS AND PROXIES
VOTING, ELECTIONS AND PROXIES
SECTION 1. WHO IS ENTITLED TO VOTE. Except as the Articles of Incorporation of this
Corporation otherwise provide, each shareholder of this Corporation shall, at every meeting of the
shareholders, be entitled to one vote in person or by proxy for each share of capital stock of this
Corporation held by such shareholder, subject, however, to the full effect of the limitations
imposed by the fixed record date for determination of shareholders set forth in Section 2 of this
Article.
SECTION 2. RECORD DATE FOR DETERMINATION OF SHAREHOLDERS. For the purpose of determining
shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment of a
meeting, the Board of Directors may fix a record date, which shall not precede the date on which
the resolution fixing the record date is adopted by the Board. The date shall not be more than 60
nor less than 10 days before the date of the meeting. If a record date is not fixed, the record
date for determination of shareholders entitled to notice of or to vote at a meeting of
shareholders shall be the close of business on the day next preceding the day on which notice is
given, or if no notice is given, the day next preceding the day on which the meeting is held. When
a determination of shareholders of record entitled to notice of or to vote at a meeting of
shareholders has been made as provided in this Section, the determination applies to any
adjournment of the meeting, unless the Board of Directors fixes a new record date under this
Section for the adjourned meeting. For the purpose of determining shareholders entitled to receive
payment of a share dividend or distribution, or allotment of a right, or for the purpose of any
other action, the Board of Directors may fix a record date, which shall not precede the date on
which the resolution fixing the record date is adopted by the Board. The date shall not be more
than 60 days before the payment of the share dividend or distribution or allotment of a right or
other action. If a record date is not fixed, the record date shall be the close of
business on the day on which the resolution of the Board of Directors relating to the
corporate action is adopted.
-4-
SECTION 3. PROXIES. No proxy shall be deemed operative unless and until signed by the
shareholder or his or her authorized agent or representative and filed with the Corporation.
SECTION 4. VOTE BY SHAREHOLDER CORPORATION. Any other corporation owning voting shares in
this Corporation may vote upon the same by the President of such shareholder corporation, or by
proxy appointed by him or by its Treasurer or by its Secretary. The Board of Directors of such
shareholder corporation may appoint some other person to vote such shares.
SECTION 5. INSPECTORS OF ELECTION. The Board of Directors, in advance of a shareholders
meeting, may appoint one (1) or more inspectors of election to act at the meeting or any
adjournment thereof. If inspectors are not so appointed, the person presiding at a shareholders
meeting may, and on request of a shareholder entitled to vote thereat shall, appoint one (1) or
more inspectors. In case a 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
person presiding thereat. 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 or ballots, hear and determine challenges
and questions arising in connection with the right to vote, count and tabulate votes or ballots,
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 a shareholder entitled
to vote thereat, the inspectors shall make and execute a written report to the person presiding at
the meeting of any of the facts found by them and matters determined by them. The report shall be
prima facie evidence of the facts stated and of the vote as certified by the inspectors.
ARTICLE IV
BOARD OF DIRECTORS
BOARD OF DIRECTORS
SECTION 1. NUMBER AND TERM OF DIRECTORS. The business and affairs of the Corporation shall
be managed by a Board of Directors composed of not less than four (4) nor more than 10 members.
The number of directors which shall constitute the Board of Directors at any given time shall be
determined by resolution of the Board of Directors; provided, however, that in the absence of an
express determination by the Board of Directors, the number of directors, until changed by the
Board, shall be that number of directors elected at the most recently held annual meeting of
shareholders and, provided further, that no decrease in the number of directors constituting the
whole Board of Directors shall shorten the term of any then incumbent director. At each annual
meeting of shareholders, the shareholders shall elect directors to hold office until the succeeding
annual meeting and until his or her successor is elected and qualified, or until his or her
resignation or removal. The Board of Directors may thereafter increase the number of directors
from time to time up to a maximum of 10 and may then fill the vacancies resulting from such
increase as provided by Section 3 of this Article IV. A director shall hold office for the term
for which he or she is
elected and until his or her successor is elected and qualified, or until his or her
resignation or removal. Directors need not be shareholders.
-5-
SECTION 2. NOMINATIONS. Nominations for election to the Board of Directors at a meeting of
shareholders may be made by the Board of Directors or by a committee thereof, or by any shareholder
of the Corporation entitled to vote for the election of directors at such meeting. Such
nominations, other than those made by or on behalf of the Board of Directors, shall be made by
notice in writing delivered, transmitted electronically, or mailed by first class United States
mail, postage prepaid, to the Secretary of the Corporation, and received (1) in the case of an
annual meeting, not less than 60 days nor more than 90 days prior to the anniversary date of the
immediately preceding annual meeting of the shareholders; provided, however, that in the event that
the annual meeting is called for a date that is not within 30 days before or after such anniversary
date, such notice by the shareholder in order to be timely must be so received not later than the
close of business on the tenth day following the day on which such notice of the date of the annual
meeting is mailed, transmitted electronically, or public disclosure of the date of the annual
meeting is made, whichever first occurs, or (2) in the case of a special meeting of shareholders
called for the purpose of electing directors, not later than the close of business on the tenth day
following the day on which notice of the date of the special meeting is mailed, transmitted
electronically, or public disclosure of the date of the special meeting is made, whichever first
occurs. Such notice shall set forth (a) as to each proposed nominee (i) the name, date of birth,
business address, and residence address of such nominee, (ii) the principal occupation or
employment of such nominee during the past five (5) years, (iii) the number of shares of stock of
the Corporation which are beneficially owned by such nominee, and (iv) any other information
concerning such nominee that must be disclosed as to nominees in proxy solicitations pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the Exchange Act)
(including such persons written consent to be named as a nominee and to serve as a director if
elected), and (b) as to the shareholder giving the notice (i) the name and address of such
shareholder, as they appear on the Corporations books, (ii) the class or classes and number(s) of
shares of the Corporation which are beneficially owned by such shareholder, (iii) a description of
all arrangement or understandings between such shareholder and each proposed nominee and any other
person or persons (including their names) pursuant to which the nomination(s) are to be made by
such shareholder, and (iv) any other information relating to such shareholder that would be
required to be disclosed in a proxy statement or other filings required to be made in connection
with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act
and the rules and regulations promulgated thereunder. At the request of the Board of Directors,
any person nominated by the Board of Directors for election as a director shall furnish to the
Secretary of the Corporation that information required to be set forth in a shareholders notice of
nomination which pertains to the nominee. No person shall be eligible for election as a director
of the Corporation unless nominated in accordance with the procedures set forth in this Section 2
of the Bylaws. The officer presiding over a meeting of shareholders may, if the facts warrant,
determine and declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he or she should so determine, the presiding officer shall so declare
to the meeting and the defective nomination shall be disregarded.
-6-
SECTION 3. VACANCIES. Unless otherwise limited by the articles of incorporation, if a
vacancy, including a vacancy resulting from an increase in the number of directors, occurs in the
Board of Directors, the vacancy may be filled as follows:
(a) The shareholders may fill the vacancy at an annual meeting of shareholders or a
special meeting called for such purpose.
(b) The Board may fill the vacancy.
(c) If the directors remaining in office constitute fewer than a quorum of the Board of
Directors, they may fill the vacancy by the affirmative vote of a majority of all the
directors remaining in office.
SECTION 4. ACTION BY UNANIMOUS WRITTEN CONSENT. Action required or permitted to be taken
under authorization voted at a meeting of the Board of Directors or a committee of the Board of
Directors, may be taken without a meeting if, before or after the action, all members of the Board
then in office or of the committee consent to the action in writing. The written consents shall be
filed with the minutes of the proceedings of the Board of Directors or committee. The consent has
the same effect as a vote of the Board of Directors or committee for all purposes.
SECTION 5. POWER TO ELECT OFFICERS. The Board of Directors shall elect a President, a
Secretary, and a Treasurer and may elect a Chairman of the Board of Directors, as an officer or
solely as a director (as determined by the Board, and in the absence of such determination, the
Chairman of the Board shall not be an officer or employee of the Corporation), a Chairman of the
Board of Directors Emeritus, as an officer or solely as a former director, as determined by the
Board of Directors, and one or more Vice-Presidents, Assistant Secretaries, and Assistant
Treasurers. None of said officers, except the Chairman of the Board of Directors, need be a member
of the Board of Directors. Any two (2) of the aforementioned offices, except those of President
and Vice-President, may be held by the same person, but no officer shall execute, acknowledge, or
verify any instrument or document in more than one capacity if the instrument or document is
required by law or the Articles of Incorporation or by these Bylaws to be executed, acknowledged,
or verified by two or more officers.
SECTION 6. POWER TO APPOINT OTHER OFFICERS AND AGENTS. The Board of Directors shall have
power to appoint such other officers and agents as the Board may deem necessary for transaction of
the business of the Corporation.
SECTION 7. REMOVAL OF OFFICERS AND AGENTS. Any officer or agent may be removed by the Board
of Directors, with or without cause, whenever in the judgment of the Board the business interests
of the Corporation will be served thereby.
SECTION 8. POWER TO FILL VACANCIES. The Board shall have power to fill any vacancy in any
office occurring from any reason whatsoever.
SECTION 9. DELEGATION OF POWERS. For any reason deemed sufficient by the Board of Directors,
whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and
duties of any officer to any other officer, but no officer shall execute, acknowledge, or verify
any instrument or document in more than one capacity.
-7-
SECTION 10. POWER TO APPOINT EXECUTIVE AND OTHER COMMITTEES. The Board of Directors shall
have power to appoint by resolution an Executive Committee composed of one (1) or more directors
who, to the extent provided in such resolution and except as otherwise provided in the Act, shall
have and may exercise the authority of the Board of Directors in the management of the business of
the Corporation between meetings of the Board. The Board of Directors may also designate one or
more other committees, each such committee to consist of one or more of the directors of the
Corporation. Any such other committee, to the extent provided in the resolution of the Board of
Directors creating such committee and except as otherwise provided in the Act, may exercise all the
powers and authority of the Board of Directors in the management of the business and affairs of the
Corporation. The Board may designate one or more directors as alternate members of any committee,
who may replace an absent or disqualified member at a meeting of the committee. Any committee, and
each member thereof, shall serve at the pleasure of the Board of Directors.
SECTION 11. POWER TO REQUIRE BONDS. The Board of Directors may require any officer or agent
to file with the Corporation a satisfactory bond conditioned for faithful performance of his
duties.
SECTION 12. COMPENSATION. The compensation of directors, officers, and agents may be fixed
by the Board.
SECTION 13. HONORARY MEMBERS OF THE BOARD OF DIRECTORS. There shall be such number of
Honorary Members of the Board of Directors as the Board of Directors shall from time to time
determine and decide. The Board of Directors may appoint as an Honorary Member of the Board of
Directors any person who at the time of his appointment as such is not, but who at any time prior
to his appointment as such has been, a member of the Board of Directors, as a reward for and in
recognition of distinguished service to the Corporation as a member of its Board of Directors. An
Honorary Member of the Board of Directors shall have the right, but not the obligation, to attend
meetings of the Board of Directors and shall receive for such attendance such fee or other
compensation as the Board of Directors shall from time to time fix and determine. An Honorary
Member of the Board of Directors shall have the right to participate in any discussions and
deliberations at any meeting of the Board of Directors in the same manner and to the same extent as
if he were a member of the Board of Directors, but shall have no right to vote on or with respect
to any resolution adopted or to be adopted, any business transacted or to be transacted, or any
action taken or to be taken by the Board of Directors at any such meeting. Except as expressly
provided herein, an Honorary Member of the Board of Directors shall have only such authority, and
shall perform only such duties, in, or in connection with, the management of the property and
affairs of the Corporation and the transaction of its business as the Board of Directors shall from
time to time delegate to him with his consent.
SECTION 14. PARTICIPATION IN MEETING BY TELEPHONE OR REMOTE COMMUNICATION. A member of the
Board of Directors or of a committee designated by the Board may participate in a meeting by means
of conference telephone or other remote communications equipment through which all persons
participating in the meeting can communicate with the other participants. Participation in a
meeting pursuant to this Section constitutes presence in person at the meeting.
-8-
SECTION 15. LEAD DIRECTOR. The Board of Directors may from time to time designate one of the
independent directors as Lead Director. The Lead Director, if any, shall be responsible for
calling, establishing an agenda for, and moderating executive
sessions of independent directors and may call, and add to the agenda for, regular or special meetings of the Board of Directors. At
any time and from time to time, the Board may withdraw such designation from the then incumbent
Lead Director, and in such event, the Board may, but shall not be required to, designate a
different independent director as Lead Director. As used in this Section, the term independent
director means a member of the Board of Directors who is independent within the meaning of the
applicable rules of the Nasdaq Stock Market.
ARTICLE V
OFFICERS
OFFICERS
SECTION 1. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of Directors, if
one is appointed, shall be selected by, and from among the membership of, the Board of Directors.
He shall preside at all meetings of the shareholders and of the Board of Directors and of any
Executive Committee at which he is in attendance. He shall perform such other duties and functions
as a director as shall be assigned to him from time to time by the Board of Directors. Except
where by law the signature of the President of this Corporation is required, and if the Chairman of
the Board is also an officer of the Corporation, the Chairman of the Board of Directors shall
possess the same power and authority as the President to sign all certificates, contracts,
instruments, papers, and documents of every conceivable kind and character whatsoever, in the name
of and on behalf of this Corporation, to the extent authorized by the Board of Directors. If
directed by the Board of Directors and if the Chairman of the Board is also an officer of the
Corporation, during the absence or disability of the President, the Chairman of the Board of
Directors shall exercise all of the powers and discharge all of the duties of the President.
SECTION 2. CHIEF EXECUTIVE OFFICER. If the Chairman of the Board is also an officer of the
Corporation, and if the offices of Chairman of the Board of Directors and President are held by the
same person, that person shall be the Chief Executive Officer. In all other cases, the Board of
Directors shall designate the President as the Chief Executive Officer, which designation may be
changed by the Board of Directors. The Chief Executive Officer shall be responsible to the Board
of Directors for the general supervision and management of the business and affairs of the
Corporation and shall see that all orders and resolutions of the Board are carried into effect. A
President who is not the Chief Executive Officer shall be subject to the authority of the Chief
Executive Officer, but shall exercise all of the powers and discharge all of the duties of the
Chief Executive Officer during the absence or disability of the Chief Executive Officer.
SECTION 3. PRESIDENT. The President shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors or, if the President
is not the Chief Executive Officer, by the Chief Executive Officer.
SECTION 4. VICE-PRESIDENTS. The Board of Directors may designate one or more Vice-Presidents
as Executive Vice-Presidents. The Vice-Presidents shall report to the
President and shall perform such duties as may be delegated to them by the Board of Directors,
the Chief Executive Officer, or the President.
-9-
SECTION 5. SECRETARY. The Secretary shall attend all meetings of the shareholders and all
meetings of the Board of Directors and its committees, and the Secretary shall keep in the books of
the Corporation minutes of the proceedings of the shareholders the minutes of all meetings of the
Board of Directors and its committees. He shall safely keep in his custody the seal of the
Corporation and shall have authority to affix the same to all instruments where its use is required
by statute, bylaw, or resolution. He shall report to the President and shall perform such other
duties as may be delegated to him by the Board of Directors or the President.
SECTION 6. TREASURER. The Treasurer shall have custody of all corporate funds and securities
and shall keep in books belonging to the Corporation full and accurate accounts of all receipts and
disbursements; he shall deposit all moneys, securities, and other valuable effects in the name of
the Corporation in such depositories as may be designated for that purpose by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive
Officer, the President, and the Board of Directors whenever requested by any of them an account of
all his transactions as Treasurer and of the financial condition of the Corporation. If required
by the Board of Directors, he shall keep in force a bond, in form, amount, and with a surety or
sureties satisfactory to the Board of Directors, conditioned for faithful performance of the duties
of his office, and for restoration to the Corporation in case of his death, resignation,
retirement, or removal from office, of all books, papers, vouchers, money, and property of whatever
kind in his possession or under his control belonging to the Corporation. He shall perform such
other duties as may be delegated to him by the Board of Directors or the President.
SECTION 7. ASSISTANT SECRETARY AND ASSISTANT TREASURER. The Assistant Secretary or Assistant
Secretaries, in the absence or disability of the Secretary, shall perform the duties and exercise
the powers of the Secretary. The Assistant Treasurer or Assistant Treasurers, in the absence or
disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.
Any Assistant Treasurer, if required by the Board of Directors, shall keep in force a bond as
provided in Section 6 of this Article V.
SECTION 8. CHAIRMAN OF THE BOARD OF DIRECTORS EMERITUS. The Board of Directors may designate
as Chairman of the Board of Directors Emeritus any person who at any time prior to such designation
has been Chairman of the Board of Directors, and who at the time of his designation as Chairman of
the Board of Directors Emeritus is a member of the Board of Directors of the Corporation, as a
reward for and in recognition of distinguished service to this Corporation as Chairman of the Board
of Directors. He shall be considered an Honorary Director and shall perform such duties as may be
delegated to him by the Board of Directors, the Chief Executive Officer, or the President.
SECTION 9. CHIEF FINANCIAL OFFICER. As and whenever it determines the same to be
appropriate, the Board of Directors may designate an Executive Vice-President, a Vice-President, or
the Treasurer as the Chief Financial Officer of the Corporation, and any such officer so designated
(while he continues to hold the office held at the time of such
designation and until such designation is revoked or a different officer is so designated by
the Board of Directors) may identify himself and execute instruments and other documents using the
title of Chief Financial Officer.
-10-
ARTICLE VI
STOCK AND TRANSFERS
STOCK AND TRANSFERS
SECTION 1. CERTIFICATED AND UNCERTIFICATED SHARES. The shares of the Corporation shall be
represented by certificates unless the Board of Directors shall by resolution provide that some or
all of any class or series of shares shall be uncertificated shares. Any such resolution shall not
apply to shares represented by a certificate until the certificate is surrendered to the
Corporation.
SECTION 2. SHAREHOLDERS ENTITLED TO CERTIFICATES. Notwithstanding any resolution of the
Board of Directors providing for uncertificated shares, every holder of shares represented by
certificates and, upon the holders request, every holder of uncertificated shares shall be
entitled to a certificate evidencing the shares of the capital stock of the Corporation owned by
him, signed by the President or a Vice-President, and which may also be signed by another officer
of the Corporation and may be under the seal of the Corporation, certifying the number and class of
shares, evidenced by such certificate, which certificate shall be in such form as shall have been
approved by the Board of Directors, and shall set forth such terms and provisions as shall from
time to time be required by the laws of the State of Michigan to be set forth in such certificate;
provided, that the signature of any such President, Vice-President, or other officer, and the seal
of the Corporation, may be a facsimile.
SECTION 3. TRANSFERABLE ONLY ON BOOKS OF CORPORATION. Shares shall be transferable only on
the books of the Corporation by the person named in the certificate (in the case of certificated
shares) or by the person named in the Corporations records as the holder thereof (in the case of
uncertificated shares), or by attorney lawfully constituted in writing, and, in the case of
certificated shares, upon surrender of the certificate therefor. A record shall be made of every
such transfer and issue. Whenever any transfer is made for collateral security and not absolutely,
the fact shall be so expressed in the entry of such transfer.
SECTION 4. REGISTERED SHAREHOLDERS. The Corporation shall have the right to treat the
registered holder of any share as the absolute owner thereof and shall not be bound to recognize
any equitable or other claim to, or interest in, such share on the part of any other person,
whether or not the Corporation shall have express or other notice thereof, save as may be otherwise
provided by the statutes of Michigan.
SECTION 5. TRANSFER AGENT AND REGISTRAR. The Board of Directors may appoint a transfer agent
and a registrar of transfers, and may require all certificates of shares to bear the signature of
such transfer agent and of such registrar of transfers, or as the Board may otherwise direct.
SECTION 6. REGULATIONS. The Board of Directors shall have power and authority to make all
such rules and regulations as the Board shall deem expedient regulating the issue, transfer, and
registration of shares in the Corporation.
-11-
ARTICLE VII
DIVIDENDS AND RESERVES
DIVIDENDS AND RESERVES
SECTION 1. DIVIDENDS. The Board of Directors shall have the power and authority to declare
dividends or other distributions to security holders to the full extent permitted by applicable
law. Dividends may be paid in cash or other property of the Corporation, in shares, obligations, or
other securities of the Corporation, or in any other form permitted by applicable law.
SECTION 2. RESERVES. The Board of Directors shall have power and authority to set apart such
reserve or reserves, for any proper purpose, as the Board in its discretion shall approve; and the
Board shall have power and authority to abolish any reserve created by the Board.
ARTICLE VIII
LIST OF SHAREHOLDERS
LIST OF SHAREHOLDERS
SECTION 1. LIST OF SHAREHOLDERS ENTITLED TO VOTE. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make and certify a complete list of the
shareholders entitled to vote at a shareholders meeting or any adjournment thereof. The list
shall:
(a) Be arranged alphabetically within each class and series, with the address of, and
the number of shares held by, each shareholder.
(b) Be produced at the time and place of the meeting.
(c) Be subject to inspection by any shareholder during the whole time of the meeting
(if the meeting is held solely by means of remote communication, the list shall be posted on
a reasonably accessible electronic network).
(d) Be prima facie evidence as to who are the shareholders entitled to examine the list
or to vote at the meeting.
ARTICLE IX
GENERAL PROVISIONS
GENERAL PROVISIONS
SECTION 1. CHECKS, ETC. All checks, drafts, and orders for payment of money shall be signed
in the name of the Corporation by one or more of such officers or agents as the Board of Directors
shall from time to time designate for that purpose or as shall be designated from time to time by
any officer of the Corporation authorized by the Board of Directors to make such designations.
SECTION 2. CONTRACTS, CONVEYANCES, ETC. When the execution of any contract, conveyance, or
other instrument has been authorized without specification of the executing officers, the Chief
Executive Officer, the President, or any Vice-President, and the Secretary or any Assistant
Secretary, may execute the same in the name and behalf of this Corporation and may affix the
corporate seal thereto. The Board of Directors shall have power to designate the officers and
agents who shall have authority to execute any instrument on behalf of this Corporation.
-12-
SECTION 3. VOTING SECURITIES. Unless otherwise directed by the Board of Directors, the
Chairman of the Board of Directors (if an officer), or the President, or, in the case of their
absence or inability to act, the Vice-Presidents, in order of their seniority, shall have full
power and authority on behalf of this Corporation to attend and to act and to vote, or to execute
in the name or on behalf of this Corporation a consent in writing in lieu of a meeting of
shareholders or a proxy authorizing an agent or attorney-in-fact for this Corporation to attend and
vote, at any meetings of security holders of corporations in which this Corporation may hold
securities, and at such meetings he or his duly authorized agent or attorney-in-fact shall possess
and may exercise any and all rights and powers incident to the ownership of such securities and
which, as the owner thereof, this Corporation might have possessed and exercised if present. The
Board of Directors by resolution from time to time may confer like power upon any other person or
persons.
ARTICLE X
AMENDMENT
AMENDMENT
SECTION 1. MANNER OF AMENDMENT. The Bylaws of the Corporation may be amended, altered,
changed, added to, or repealed, in whole or in part, by the affirmative vote of a majority of the
shares of the capital stock of the Corporation entitled to vote thereat, present in person or proxy
at any annual or special meeting of the shareholders of the Corporation at which a quorum is
present, if notice of the proposed amendment, alteration, change, addition, or repeal is contained
in the notice of such meeting. The Bylaws may also be amended, altered, changed, added to, or
repealed, in whole or in part, by the affirmative vote of a majority of the Board of Directors, at
any regular meeting of the Board of Directors at which a quorum is present, or at any special
meeting of the Board of Directors at which a quorum is present, unless and to the extent that the
power to amend or repeal the Bylaws is reserved exclusively to the shareholders of the Corporation
in its Articles of Incorporation. The power and authority of the Board of Directors to amend,
alter, change, add to, or repeal the Bylaws shall extend and be exercisable with respect to not
only all or any portion of the Bylaws adopted by the Board of Directors but also with respect to
all or any portion of the Bylaws adopted by the shareholders; provided, however, that the
shareholders may, if they elect so to do, prescribe in the Bylaws that any or all of the provisions
of the Bylaws adopted by the shareholders shall not be altered or repealed by the Board of
Directors.
8672739.1
-13-