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8-K - FORM 8-K - TECUMSEH PRODUCTS CO | c13345e8vk.htm |
EX-3.(II) - EXHIBIT 3(II) - TECUMSEH PRODUCTS CO | c13345exv3wxiiy.htm |
Exhibit 99.1
AMENDED AND RESTATED BYLAWS OF
TECUMSEH PRODUCTS COMPANY
As Amended Through December 4, 2008June 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 provided
that no meeting shall be held at a place other than the registered office in Michigan, except
pursuant to Bylaw or resolution adopted by the Board of Directors. .
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
109:3000 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 ten
(10)10, but not more than sixty (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
2030 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 6. NOTICE AND BUSINESS AT SPECIAL MEETINGS OF
SHAREHOLDERS. At least ten (10)10, but not more than
sixty (60) days prior to the date fixed for the holding of any
special meeting of shareholders, written notice of the time, place, and 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.
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SECTION 8. REGULAR MEETINGS OF BOARD. Regular meetings of the
boardBoard of
directorsDirectors shall be held at such times and places as the
boardBoard of
directorsDirectors shall from time to time determine by
resolution adopted at any regular or special meeting of the
boardBoard of
directorsDirectors. No notice of regular meetings of the
boardBoard of
directorsDirectors 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
twenty-four (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. All notices required to be given by any provision of
these Bylaws shall state the authority pursuant to which they are issued (as, by order of the
Chairman of the Board of Directors or by order of Director [name] or by request of the Board of
Directors or by request of shareholders, as the case may be) and shall bear the written or
printed signature of the Secretary. NOTICES AND MAILING. Every notice
to a shareholder shall be plainly addressed to the sendee at such shareholders
last address appearing upon the original or duplicate stock ledger of this Corporation. Every
notice to a directorDirector shall be plainly
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
companyCorporation, 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.
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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. The presiding officer acts in his or her
absolute discretion and his or her rulings are not subject to appeal.
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 by the record holders thereof 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.
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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
sixty (60) nor less than ten
(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 sixty (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.
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. In the absence of limitation to the contrary contained in the proxy, the same
shall extend to all meetings of the shareholders and shall remain in force three years from its
date and no longer.
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, in absence of the President and his proxy, by its
Treasurer or, in their absence, 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.
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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
fivefour (54) nor more than
ten (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 ten (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.
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 2030
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.
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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 Chairman of
the Board of Directors, a President, a Secretary, and a Treasurer and may elect a
SecretaryChairman 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.
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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 or director, but no officer or
director shall execute, acknowledge, or verify any instrument or document in more than one
capacity.
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
twoone (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. OATH OF DIRECTORS. Each person who shall be elected a director of this
Corporation shall promptly, after being so elected, and before assuming his duties as such director
for the term for which he has been so elected, have administered to him, and shall take, in such
manner, and at such time and place as the Chairman of the Board of Directors shall determine and
decide, an oath substantially as follows:
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SECTION 15. MANDATORY RESIGNATION UPON CHANGE IN DIRECTORS EMPLOYMENT. If any member
of the Board of Directors of the Corporation ceases for any reason (including retirement,
resignation, discharge, or any other reason) to be actively employed by the same employer, if any,
by which such member was employed at the time of his or her most recent election to the Board of
Directors, then such person shall tender his or her resignation from the Board of Directors to the
Nominating Committee of the Board of Directors (or, if there is no such committee, to the full
Board of Directors) no later than 60 days after the date of such change in employment, and the
Nominating Committee, with the director in question taking no part in such action if he or she is a
member of the Nominating Committee (or, if there is no such committee, the Board of Directors, with
the director in question taking no part in such action), shall determine whether or not such
resignation shall be accepted, and if such resignation is so accepted, it shall be effective as of
the date of such acceptance. If the Nominating Committee (or, if there is no such committee, the
Board of Directors) refuses such resignation, or if it does not accept such resignation within 60
days after it is tendered, then such resignation shall be of no force or effect. Each person who
accepts election to the Board of Directors after April 24, 2002 (the date of adoption of this
Section 15) shall be deemed to have agreed to comply with the provisions of this Section 15.SECTION
16. 14. PARTICIPATION IN MEETING BY TELEPHONE OR REMOTE COMMUNICATION.
By oral or written permission of a majority of the Board of Directors, a
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.
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SECTION 17. 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 boardBoard may, but shall not be required to, designate a
different independent director as Lead Director. As used in this
sectionSection, the term independent director means a member of
the board of directors who meets all applicable independence criteria for eligibility to
serve on the Corporations audit committee, as such criteria are specified from time to time in
applicable statutes, rules of the Securities and Exchange Commission, and rules and listing
standards of any stock exchange on which the Corporations securities are
listedBoard 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 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.
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SECTION 5. SECRETARY. The Secretary shall attend all meetings of the shareholders and
of any Executive Committee and, during the absence or disability of the Secretary of the
Board of Directors or while such office is vacant, all meetings of the Board of
Directors and its committees, and the Secretary shall
preservekeep in the books of the Corporation true
minutes of the proceedings of the shareholders and of any Executive Committee and,
during the absence or disability of the Secretary of the Board of Directors or while such office
vacant, 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 Chairman
of the Board of DirectorsChief 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. SECRETARY OF THE BOARD OF DIRECTORS. The Secretary of the Board of
Directors shall attend all meetings of the Board of Directors, and shall preserve in books of the
Corporation true minutes of all such meetings. He shall have authority to affix the seal of the
Corporation to all certificates or other instruments embodying or relating to any resolution
adopted by, or proceedings taken at any meeting of, the Board of Directors of the Corporation. He
shall perform such other duties as may be delegated to him by the Board of Directors.SECTION 9.
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.
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SECTION 10. 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.
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 by the Secretary, the Treasurer, an
Assistant Secretary, or an Assistant Treasurer,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 may, but need
not be, also signed by the Chairman of the Board of Directors, shall be in such
manner and 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 where any such certificate is
signed: (i) by a transfer agent or an assistant transfer agent or (ii) by a transfer clerk acting
on behalf of this Corporation, and by a registrar, the signature of any such President,
Vice-President, Secretary, Assistant Secretary, Treasurer, or Assistant Treasurer, or of
the Chairman of the Board of Directorsor 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.
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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.
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.
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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 inon
behalf of this Corporation.
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.
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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 if notice of the proposed
amendment, alteration, change, addition, or repeal is contained in the notice of such special
meeting, 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.
CHAPTER 7B OF MICHIGAN BUSINESS
CORPORATION ACT
8672739.1
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