TABLE OF CONTENTS
ARTICLE I MEETINGS........................................................................................................... 1
Section 1. Place
of Meeting.......................................................................................... 1
Section 2. Annual
Meeting of Shareholders................................................................... 1
Section 3. Delayed
Annual Meeting.............................................................................. 1
Section 4. Special
Meetings of Shareholders................................................................. 1
Section 5. Notice
of Meetings of Shareholders.............................................................. 1
Section 6. Shareholder
Proposals................................................................................. 1
Section 7. Shareholder
Action Without A Meeting........................................................ 2
Section 8. Organizational
Meeting of Board.................................................................. 2
Section 9. Regular
Meetings of Board........................................................................... 2
Section 10. Special
Meetings of Board........................................................................... 2
Section 11. Mailing
of Notices........................................................................................ 2
Section 12. Waiver
of Notice......................................................................................... 2
Section 13. Participation
in Meetings............................................................................... 3
Section 14. Other
Matters.............................................................................................. 3
ARTICLE II QUORUM............................................................................................................. 3
Section 1. Quorum
of Shareholders.............................................................................. 3
Section 2. Quorum
of Directors.................................................................................... 3
Section 3. Continuation
of Business............................................................................... 3
ARTICLE III VOTING, ELECTIONS AND
PROXIES............................................................. 3
Section 1. Who
is Entitled to Vote................................................................................ 3
Section 2. Record
Date for Determination of Shareholders............................................ 3
Section 3. Proxies........................................................................................................ 4
Section 4. Inspectors
of Election................................................................................... 4
ARTICLE IV BOARD
OF DIRECTORS.................................................................................... 4
Section 1. Number
and Term of Directors..................................................................... 4
Section 2. Action
by Directors...................................................................................... 4
Section 3. Action
by Unanimous Written Consent......................................................... 4
Section 4. Power
to Elect Officers................................................................................ 4
Section 5. Removal
of Officers and Agents................................................................... 4
Section 6. Power
to Fill Vacancies................................................................................ 4
Section 7. Removal
of Directors................................................................................... 5
Section 8. Delegation
of Powers................................................................................... 5
Section 9. Power
to Appoint Executive Committee....................................................... 5
Section 10. Other
Committees........................................................................................ 5
Section 11. Compensation.............................................................................................. 5
Section 12. Audit
Committee.......................................................................................... 5
ARTICLE V
OFFICERS............................................................................................................ 5
Section 1. President...................................................................................................... 5
Section 2. Vice
Presidents............................................................................................ 6
Section 3. Secretary..................................................................................................... 6
Section 4. Treasurer..................................................................................................... 6
Section 5. Assistant
Secretary and Assistant Treasurer.................................................. 6
Section 6. Combined
Offices........................................................................................ 6
ARTICLE VI STOCKS
AND TRANSFERS.............................................................................. 6
Section 1. Certificates
for Shares.................................................................................. 6
Section 2. Transferable
Only on Books of Corporation................................................. 7
Section 3. Lost
Certificates........................................................................................... 7
Section 4. Shareholders
of Record................................................................................ 7
Section 5. Transfer
Agent............................................................................................. 7
Section 6. Regulations.................................................................................................. 7
Section 7. Restrictions
on Transfer of Shares................................................................. 7
ARTICLE VII DISTRIBUTIONS AND
SHARE DIVIDENDS.................................................... 9
Section 1. Source......................................................................................................... 9
Section 2. Manner
of Payment of Distribution................................................................ 9
Section 3. Record
Date................................................................................................ 9
ARTICLE VIII RIGHT
OF INSPECTION.................................................................................... 9
Section 1. Balance
Sheet.............................................................................................. 9
Section 2. Examination
of Minutes and Records of Shareholders................................... 9
Section 3. Copies....................................................................................................... 10
ARTICLE IX EXECUTION
OF INSTRUMENTS................................................................... 10
Section 1. Checks,
Contracts, Conveyances, Etc........................................................ 10
ARTICLE X AMENDMENT
OF BYLAWS........................................................................... 10
Section 1. Amendments,
How Effected....................................................................... 10
Section 2. Adoption
of Bylaws................................................................................... 10
ARTICLE XI INDEMNIFICATION......................................................................................... 10
Section 1. Indemnification
of Officers and Directors.................................................... 10
ARTICLE I
MEETINGS
Section
1. Place
of Meeting. Meetings of the shareholders and of the Board
of Directors may be held within or without the state of Michigan.
Section
2. Annual
Meeting of Shareholders. After the year 2003, an annual meeting of the
shareholders shall be held within the first three months of each year on the
date and at the time and place set by the Board of Directors. Among the purposes of the annual meeting
shall be the election of the Board of Directors.
Section
3. Delayed
Annual Meeting. If the annual meeting of the shareholders is
not held when scheduled, it may be called and held as a delayed annual meeting
or as a special meeting.
Section
4. Special
Meetings of Shareholders. A special meeting of the shareholders may be
called at any time by the President, a majority of the Board of Directors, or
shareholders entitled to vote not less than an aggregate of fifty-one percent
(51%) of the outstanding shares of the Corporation having the right to vote at
the special meeting. The method by which
the meeting may be called is as follows: The persons calling the meeting shall
submit to the Corporation's secretary a written demand for the meeting, setting
forth the date and purposes of the meeting.
The demand must be signed by all of the persons who are calling the
meeting. Upon receipt of the demand, the
Corporation's secretary shall prepare, sign, and mail a notice of the meeting
to the shareholders. The business to be
conducted at the meeting shall be limited to those matters specified in the
notice.
Section
5. Notice
of Meetings of Shareholders. At least 10 days but no more than 60 days
prior to the date fixed for the holding of any meeting of shareholders, written
notice of the time, place and purposes of the meeting shall be mailed, as
provided below, or personally delivered to each shareholder entitled to vote at
the meeting. The notice of purposes shall include notice of shareholder
proposals that are proper subjects for shareholder action and are intended to
be presented by shareholders who have notified the Corporation in writing of
their intention to present the proposals at the meeting.
Section 6. Shareholder Proposals. Any shareholder proposal that is proposed to
be presented at a meeting of the shareholders shall be submitted at the
Corporation’s principal business offices.
Any shareholder proposal that is determined by the Corporation to be a
proper subject for shareholder action shall be included in the notice of the
next shareholders meeting, subject to the following. Any shareholder proposal received by the
Corporation prior to the mailing of a notice of a shareholders’ meeting shall
be included in the notice of the next meeting.
Shareholder proposals received by the Corporation at least 15 days
before the end of the Corporation’s fiscal year shall be included in the notice
of the shareholders’ annual meeting for the subsequent year. The determination
of whether a proposal is a proper subject for shareholder action shall be made
in good faith by the Board of Directors and shall be conclusive, final and
binding.
Section
7. Shareholder
Action Without A Meeting. Any action required or permitted by the Act
to be taken at an annual or special meeting of shareholders may be taken
without a meeting, without prior notice and without a vote, if consents in
writing, setting forth the action so taken, are signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take the action at a meeting at which all shares
entitled to vote on the action were present and voted. The written consents shall bear the date of
signature of each shareholder who signs the consent. No written consents shall be effective to
take the corporate action referred to unless, within 60 days after the record
date for determining shareholders entitled to express consent to or to dissent
from a proposal without a meeting, written consents dated not more than 10 days
before the record date and signed by a sufficient number of shareholders to
take the action are delivered to the corporation. Delivery shall be to the corporation's
registered office, its principal place of business, or an officer or agent of
the corporation having custody of the minutes of the proceedings of its
shareholders. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to shareholders who would have been
entitled to notice of the shareholder meeting if the action had been taken at a
meeting and who have not consented in writing.
Section
8. Organizational
Meeting of Board. Immediately following the annual meeting of
shareholders, the Board of Directors, as constituted upon final adjournment of
the annual meeting, shall convene for the purpose of electing officers and
transacting any other business properly brought before it. A majority of the directors of the new Board
may agree to hold the organizational meeting for that year at another time or
location.
Section
9. Regular
Meetings of Board. Regular meetings of the Board of Directors
may be held at the times and places established by the Board of Directors. No notice of regular meetings of the Board is
required.
Section 10. Special Meetings of Board. Special meetings of the Board of Directors
may be called at any time by the President, or by any two (2) members of the
Board of Directors. Written or personal
notice of the time and place shall be provided to each director.
Section
11. Mailing
of Notices. Written notice shall be deemed duly served on
a shareholder or director when the notice has been deposited in the United States
mail, with postage fully prepaid, plainly addressed to the intended recipient
at the recipient's last address appearing upon the books of this Corporation at
its registered office in Michigan.
Section 12. Waiver of Notice. A shareholder or director may waive notice of
a meeting by telegram, facsimile, or other writing. The waiver may be given either before, at or
after the meeting. A person who attends
the meeting in person or by proxy has waived notice of the meeting unless, at
the commencement of the meeting, the person states an objection on the basis
that the meeting is not lawfully called or convened.
Section
13. Participation
in Meetings. Shareholders or directors may participate in
a meeting by a conference telephone or similar communication equipment. All participants must be able to hear each
other. All participants shall be advised
of the communication equipment. The
names of the participants in the conference shall be divulged to all
participants. Participation in a meeting
pursuant to this procedure shall constitute presence in person at the meeting.
Section 14. Other Matters. In connection with a meeting of the
shareholders or directors, all matters arising that are not covered by these
bylaws shall be governed by the most recent edition of Roberts Rules of Order.
ARTICLE II
QUORUM
Section
1. Quorum
of Shareholders. A majority of the outstanding shares of this
Corporation entitled to vote, present by the record holders in person or by
proxy, shall constitute a quorum at any meeting of the shareholders.
Section 2. Quorum of Directors. A majority of the directors then in office
shall constitute a quorum at any meeting of the Board of Directors.
Section
3. Continuation
of Business. Those present at a meeting of shareholders or
directors may continue to conduct the business of the meeting until
adjournment, not withstanding the withdrawal of enough shareholders or
directors to leave less than a quorum.
ARTICLE III
VOTING, ELECTIONS AND PROXIES
Section
1. Who
is Entitled to Vote. At every meeting of the shareholders, each
shareholder of record on the record date shall be entitled to one vote, in
person or by proxy, for each share of capital stock of this Corporation the
shareholder holds.
Section 2. Record Date for Determination of Shareholders. The record date for determination of the
shareholders entitled to vote at any meeting of the shareholders shall be set
by the Board of Directors of the Corporation.
The record date shall not be more than 60 days nor less than 10 days
before the date of the meeting, nor more than 60 days before any other
action. Only shareholders of record on
the date fixed by the Board of Directors shall be entitled to notice of and to
vote at the meeting of the shareholders.
Section
3. Proxies. A proxy shall be operative if it is signed by
the shareholder and filed with the Corporation.
Unless the proxy states otherwise, the proxy shall extend to all
meetings of the shareholders and shall remain in force one year from its date
and no longer.
Section 4. Inspectors of Election. Any person entitled to vote at a meeting of
the shareholders may request the appointment of inspectors. If this occurs, the presiding officer of the
meeting shall appoint not more than three inspectors. The inspectors are not required to be
shareholders, and may not be officers, directors or employees of the
Corporation. If the right of any person
to vote at the meeting is challenged, the inspectors shall determine that
right. The inspectors shall receive and
count the votes cast at the meeting and shall determine the result. The inspectors' certificate on the outcome of
any vote shall be prima facie evidence of the outcome.
ARTICLE IV
BOARD OF DIRECTORS
Section
1. Number
and Term of Directors. The business, property and affairs of the
Corporation shall be managed by the Board of Directors composed of not less
than one (1) and not more than ten (10) persons. The number of directors elected by the
shareholders at their most recent meeting shall constitute a determination of
the number of directors to serve on the board until the next election of
directors by the shareholders. Directors
do not have to be shareholders. Each
director shall be elected for a term of one year and until the director's
successor has been elected and qualified, unless the director is removed from
office sooner by the shareholders pursuant to Section 7 of this Article. The directors may be reelected to successive
terms without limit.
Section 2. Action by Directors. The vote of the majority of directors present
at a meeting at which a quorum is initially established constitutes the action
of the Board.
Section
3. Action
by Unanimous Written Consent. If the directors unanimously consent in
writing to any action to be taken by the Corporation, the action shall be valid
corporate action as though it had been authorized at a meeting of the Board of
Directors.
Section 4. Power to Elect Officers. The Board of Directors shall elect a
president, a secretary and a treasurer and any other officers and agents deemed
necessary by the Board for the transaction of the business of the Corporation.
Section
5. Removal
of Officers and Agents. Any officer or agent elected by the Board
shall hold office for an indefinite term at the pleasure of the Board. An officer or agent may be removed at any
time by the Board with or without cause.
Section 6. Power to Fill Vacancies. A majority of the Board then in office may
fill any vacancy in any office, including directorships, occurring for any
reason. A director elected by the Board
shall hold office until the next annual meeting of the shareholders, unless the
director is removed from office sooner by the shareholders pursuant to Section
7 of this Article.
Section
7. Removal
of Directors. A director may be removed at any time from
the Board of Directors, with or without cause, by vote of the holders of a
majority of the shares entitled to vote at an election of directors.
Section 8. Delegation of Powers. The Board may delegate all or any of the
powers and duties of any officer to any other officer or director for any
reason.
Section
9. Power
to Appoint Executive Committee. The Board of Directors may appoint by
resolution an Executive Committee composed of one or more directors who, unless
otherwise provided by Board resolution, shall have and exercise the full
authority of the Board of Directors between meetings of the Board.
Section 10. Other Committees. The Board of Directors may appoint by
resolution any other standing or ad hoc committee which shall have those powers
and duties specifically granted by the Board.
Section
11. Compensation. The compensation of directors, officers and agents
may be fixed by the Board or the power to fix compensation may be delegated by
the Board.
Section 12. Audit Committee. The Board of Directors, at their discretion,
shall appoint an audit committee composed of not less than one (1) nor more
than five (5) members of the Board of Directors who are not officers of the
Corporation. The audit committee shall
recommend to the Board an accounting firm to serve as an independent auditor of
the Corporation. The audit committee
shall act on behalf of the Board in meeting with the independent auditor and
appropriate corporate officers to review matters relating to corporate
financial reporting and accounting procedures and policies, the adequacy of
financial, accounting and internal controls, and the scope of the audits. The audit committee shall review the audit
results with the independent auditor and report the results to the Board. The audit committee shall submit to the Board
any recommendations the committee has with respect to financial reporting,
accounting practices and policies, and financial, accounting, and internal
controls.
ARTICLE V
OFFICERS
Section
1. President. The President is the chief executive officer
of the Corporation. The President is in
charge of the general and day-to-day management of the business of the
Corporation and shall see that all resolutions of the Board are carried into
effect. The President shall serve as the
chairperson and presiding officer at all shareholder meetings.
Section 2. Vice Presidents. One or more Vice Presidents may be elected by
the Board. The Vice Presidents, in the
order of their seniority, shall perform the duties and exercise the powers of
the President during the absence or disability of the President. In the event that more than one Vice
President is elected, the order of succession to the President's responsibilities
shall be established by the Board, or in the absence of Board action, the order
of succession shall be determined based on the title reflective of the highest
position, or in the event that titles reflect equality, the order of succession
shall be in order of seniority based on date of hire. The Board of Directors, the Executive
Committee or the President shall prescribe any other duties to be performed by
the Vice Presidents.
Section
3. Secretary. The Secretary shall attend all meetings of
the shareholders, the Board of Directors and the Executive Committee, and shall
preserve in books of the Company true minutes of the proceedings of all such
meetings. The Secretary shall give all
notices required by statute, bylaw or resolution, and shall perform any other
duties delegated by the Board of Directors, the Executive Committee, or the
President.
Section 4. Treasurer. The Treasurer shall be the
chief financial officer and shall have custody of all corporate funds and securities. The Treasurer shall keep in the Corporation's
books full and accurate accounts of all receipts and disbursements. The Treasurer shall deposit all moneys,
securities and other valuable effects in the Corporation's name in the
depositories designated for that purpose by the Board of Directors. The Treasurer shall disburse the funds of the
Corporation as ordered by the Board, obtaining proper receipts or vouchers for
the disbursements. The Treasurer shall
render to the President and directors at the regular meetings of the Board, and
whenever requested by them, an account of all of the Treasurer's transactions
and of the financial condition of the Corporation.
Section
5. Assistant
Secretary and Assistant Treasurer. The Assistant Secretary, in
the absence or disability of or upon order by the Secretary, shall perform the
duties and exercise the powers of the Secretary. The Assistant Treasurer, in the absence or
disability of or upon order by the Treasurer, shall perform the duties and
exercise the powers of the Treasurer.
Section 6. Combined Offices. The Board of Directors may combine any of the
offices described above.
ARTICLE VI
STOCKS AND TRANSFERS
Section
1. Certificates
for Shares. Every shareholder is entitled to a
certificate for the shareholder's shares.
The certificate shall be signed by the President if the Corporation has
one person holding all offices. If the
Corporation has more than one person serving as an officer, then the
certificate shall be signed by the President or a Vice President, and the
Secretary or the Treasurer, or the Assistant Secretary or the Assistant
Treasurer. The certificate shall certify
the number and class of shares represented and shall state the terms and
provisions of that class of shares, and if the shares are not fully paid, the
amount paid. The signature of the
President, Vice President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer, may be facsimile.
Section
2. Transferable
Only on Books of Corporation. Shares are transferable only on the books of
the Corporation upon surrender of the stock certificate properly endorsed. A record shall be made of every transfer and
issue.
Section
3. Lost
Certificates. A shareholder whose certificate is lost or
destroyed may receive a replacement certificate upon providing to the
Corporation an affidavit describing the circumstances of the loss or
destruction and an agreement to indemnify the Corporation against any claim
that may be made on account of the old certificate or the issuance of the new
certificate.
Section 4. Shareholders of Record. The Corporation has the right to treat the
owner whose name appears on the records of the Corporation as its absolute
owner. The Corporation is not required
to recognize any equitable or other claim or interest on the part of any other
person, whether or not the Corporation has notice of the claim, unless the statutes
of Michigan
require recognition of the claim.
Section
5. Transfer
Agent. The Board of Directors may appoint a transfer
agent. The Board of Directors may
require all certificates of shares to bear the signature of the transfer agent.
Section 6. Regulations. The Board of Directors may make rules and
regulations regulating the issue and transfer of shares and the recording of
ownership of shares on the books of the Corporation.
Section
7. Restrictions
on Transfer of Shares. The shares of stock of this Corporation may
not be pledged, sold or otherwise transferred by operation of law or any other
means, except to a revocable living trust established by a shareholder if the
shareholder maintains the power to vote the stock, unless the stock is first
offered to the Corporation and the remaining shareholders in accordance with
the following terms and conditions:
(a) The shareholder must notify the Corporation
in writing that the shareholder intends to transfer the stock. The notice must include the number of shares
to be transferred, the name of the proposed transferee, the terms of the
proposed transfer, and the consideration offered, if any, for the transfer of
the stock.
(b) The Corporation shall have 10 days after
receipt of the written notice to determine whether to buy all of the stock from
the shareholder. If the shareholder has
received a bona fide offer to buy the stock, the Corporation may purchase the
stock on the same terms and for the same consideration as the bona fide
offer. If the offer disclosed in the
notice is not bona fide, if the proposed transfer is not for consideration, if
the proposed transfer is pursuant to a settlement or judgment of divorce, or if
the proposed transfer is a transfer in bankruptcy, the Corporation may purchase
the stock for a price equal to book
value.
(c) If the Corporation does not elect to buy
all of the shares offered, the shares shall be offered to all other
shareholders of the Corporation. Written
notice of the offer (as set forth at paragraph (a)) above shall be furnished to
all other shareholders. The shareholders
shall have 30 days after receipt of the written notice to determine whether to
buy any or all of the balance of the stock from the transferring
shareholder. If the transferring
shareholder has received a bona fide offer to sell the stock, the remaining
shareholders may elect to purchase all of the stock on the same terms and for
the same consideration as the bona fide offer.
If the offer disclosed in the notice is not bona fide, if the proposed
transfer is not for consideration, if the proposed transfer is pursuant to a
settlement or judgment of divorce, or if the proposed transfer is a transfer in
bankruptcy, the electing shareholders may purchase the stock for a price equal
to book value. If more than one
remaining shareholder elects to buy the shares, the shares shall be divided
among the electing shareholders in proportion to their respective holdings of
the Corporation's stock.
(d) If the offered shares are not purchased by
the Corporation and remaining shareholders, the shares may be transferred once
free from this restriction. After the
transfer, this restriction shall attach to all shares of the stock of the
Corporation.
(e) "Book value" means the
Corporation's total assets minus total liabilities divided by the number of
shares of stock then issued and outstanding as shown on the Corporation's
financial statements, using accounting principles consistently applied, for the
fiscal year ending immediately prior to the year the written notice of transfer
is received by the Corporation. If the
parties to the transaction do not agree on the calculation of book value, upon
the demand of any party, the parties shall attempt to agree on the selection of
a certified public accountant to be hired for the purpose of calculating book
value, and whose determination shall be binding on all parties. If the parties are unable to agree on the
selection of a certified public accountant within 15 days after the demand, any
party may demand that the calculation of book value be determined under the
commercial arbitration rules of the American Arbitration Association. The arbitration award must use the definition
of book value set forth above, and shall be enforceable as a judgment of any
court having proper jurisdiction. The
costs of arbitration shall be divided equally between the parties. Each party shall bear that party's own legal
expenses.
(f) If the shareholders of the Corporation
have entered into a written agreement containing different terms or
restrictions on transfer than those contained in this Section 4, the written
agreement of the shareholders shall prevail, as long as it remains in effect.
(g) A shareholder may not under any
circumstances transfer the Corporation's shares to a person or entity who is
not a qualified shareholder of an S Corporation as defined by the Internal
Revenue Code of 1986, as amended, and the Internal Revenue Service
regulations. Any attempted transfer in
conflict with this provision is void.
ARTICLE VII
DISTRIBUTIONS AND SHARE DIVIDENDS
Section
1. Source. The Board of Directors may, in its
discretion, make distributions, unless after giving effect to the distribution:
(i) the Corporation would not be able to pay its debts as they become due in
the usual course of business; or (ii) the Corporation's assets are less than
its total liabilities. The Board may
base a determination that the distribution is permissible on either financial
statements prepared on the basis of accounting practices and principles that
are reasonable in the circumstances or on a fair valuation or other method that
is reasonable.
Section 2. Manner of Payment of Distribution. A distribution may be made in the form of: A
dividend; a purchase, redemption or other acquisition of the Corporation's
shares; an issuance of indebtedness; or any other declaration or payment to or
for the benefit of the shareholders.
Section
3. Record
Date. The Board shall set a record date for
determining shareholders entitled to receive a distribution. The record date shall not precede the date on
which the resolution fixing it is adopted by the Board, and shall not be more
than 60 days before the payment of the distribution.
ARTICLE VIII
RIGHT OF INSPECTION
Section
1. Balance
Sheet. Upon written request of a shareholder, the
Corporation shall mail to the shareholder the Corporation's balance sheet and
income statement as of the end of the preceding fiscal year, and, if prepared
by the Corporation, its statement of sources and applications of funds for the
fiscal year.
Section 2. Examination of Minutes and Records of Shareholders. A shareholder may, for any
proper purpose, examine the Corporation's stock ledger, shareholder list, and
its other books and records. The
examination may be made by the shareholder or by the shareholder's agent or
attorney during usual business hours.
The shareholder must deliver a written demand to the Corporation at least five
(5) days prior to the examination,
describing with reasonable particularity the shareholder's purpose, the records
to be examined, and the reason the records sought are directly connected to the
purpose. If the examination will be
conducted by the shareholder's agent or attorney, the demand must be
accompanied by a power of attorney or other writing which authorizes the agent
or attorney to act on behalf of the shareholder.
Section
3. Copies. The shareholder or the shareholder's agent or
attorney may make copies of the records examined and, if reasonable, require
the Corporation to supply copies. The
Corporation may require the shareholder to pay a reasonable charge for copying,
covering costs of labor and materials.
ARTICLE IX
EXECUTION OF INSTRUMENTS
Section
1. Checks,
Contracts, Conveyances, Etc. The Board of Directors shall
designate the officers and agents who have authority to execute any instrument
on behalf of this Corporation.
ARTICLE X
AMENDMENT OF BYLAWS
Section
1. Amendments,
How Effected. These Bylaws may be amended
or repealed, or new bylaws may be adopted, by vote of a majority of the
directors then in office or by the affirmative vote of a majority of the shares
entitled to vote at any regular or special meeting of the shareholders. The shareholders may specify particular
provisions of these Bylaws which shall not be altered or repealed by the Board
of Directors.
Section 2. Adoption of Bylaws. These Bylaws were originally approved and
adopted by resolution of the incorporators on May 14, 2003.
ARTICLE XI
INDEMNIFICATION
Section
1. Indemnification
of Officers and Directors. The Corporation shall indemnify any person,
to the fullest extent permitted by Michigan law, against all judgments,
payments in settlement, fines and other reasonable costs and expenses (including
attorney fees) incurred by that person in connection with the defense of any
action, suit, or proceeding, which is brought or threatened in which that
person is a party or is otherwise involved because that person was or is a
director or officer of the Corporation or any affiliate. This right of indemnification shall continue
as to a person who ceases to be a director or officer, and shall inure to the
benefit of that person's estate.
