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EXHIBIT 3.2
AMENDED
BY-LAWS
OF
STEELCASE INC.
AS OF JUNE 15, 2000
ARTICLE I
Offices
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SECTION 1.01. Offices. The corporation may have offices at such places
both within and without the State of Michigan as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
Meetings of Shareholders
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SECTION 2.01. Times and Places of Meetings. Meetings of the
shareholders shall be held at such times and places as may be fixed from time to
time by the board of directors, within or without the State of Michigan.
SECTION 2.02. Annual Meeting. An annual meeting of the shareholders for
election of directors and for such other business as may come before the meeting
shall be held each year at such time on such business day and in such month as
may be designated by the board (provided that each successive annual meeting
shall be held within 15 months of the preceding annual meeting).
SECTION 2.03. Special Meetings. Special meetings of the shareholders
may be called by the board of directors or by the Chief Executive Officer, and
shall be held on such date as may be specified in the notice of the meeting.
SECTION 2.04. Notice of Meetings. Written notice of all meetings of
shareholders, stating the time, place and purposes thereof, shall be given to
each shareholder of record entitled to vote thereat, at least 10 but not more
than 60 days before the date fixed for the meeting, either personally or by mail
(notice by mail shall be deemed given when mailed).
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SECTION 2.05. Quorum. The holders of a majority of the voting power of
shares entitled to vote thereat, present in person or represented by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by statute or by the
Articles of Incorporation; provided, however, that when any specified action is
required to be voted upon by a class or series of shares voting as a class or
series, the holders of a majority of the shares of such class or series shall
constitute a quorum for the transaction of such specified action. If there shall
be no quorum, the shares present by majority vote may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present, when any business may be transacted which might have
been transacted at the meeting as first convened had there been a quorum.
However, if after the adjournment the board fixes a new record date for the
adjourned meeting, notice of the time, place and purposes of such meeting shall
be given to each shareholder of record on the new record date. Once a quorum
shall have been determined to be present, the shareholders present in person or
by proxy at any meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
SECTION 2.06. Vote Required. When an action, other than the election of
directors, is to be taken by vote of the shareholders, it shall be authorized by
a majority of the votes cast by the holders of shares entitled to vote thereon,
unless a greater plurality is required by the Articles of Incorporation or
express provision of statute. Except as otherwise provided by the Articles of
Incorporation, directors shall be elected by a plurality of the votes cast at an
election.
SECTION 2.07. Voting Rights. With respect to any matter for which
shareholders are entitled to vote, each shareholder shall be entitled, in person
or by proxy, to cast the number of votes specified for such matter in the
Articles of Incorporation with respect to the number of shares of capital stock
held by such person.
SECTION 2.08. Order of Business. (a) At each meeting of the
shareholders, the Chairman of the Board or, in the absence of the Chairman of
the Board, the Chief Executive Officer, or in the absence of both the Chairman
and the Chief Executive Officer, such person as shall be selected by the Board
shall act as chairman of the meeting. The order of business at each such meeting
shall be as determined by the chairman of the meeting. The chairman of the
meeting shall have the right and authority to prescribe such rules, regulations
and procedures and to do all such acts and things as are necessary or desirable
for the proper conduct of the meeting, including, without limitation, the
establishment of procedures for the maintenance of order and safety, limitations
on the time allotted to questions or comments on the affairs of the Corporation,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof, and the opening and closing of the voting polls.
(b) At any annual meeting of shareholders, only such business shall be
conducted as shall have been brought before the annual meeting (i) by or at the
direction of the chairman of the meeting or (ii) by any shareholder who is a
holder of record at the
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time of the giving of the notice provided for in this Section 2.08, who is
entitled to vote at the meeting and who complies with the procedures set forth
in this Section 2.08.
(c) For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given written notice thereof, either by
personal delivery or by United States mail, postage prepaid, to the Secretary of
the Corporation (the "Secretary") at the principal executive offices of the
Corporation, not less than 70 days nor more than 90 days prior to the
anniversary date of the immediately preceding annual meeting; provided, however,
that in the event that the date of the annual meeting is more than 30 days
earlier or more than 60 days later than such anniversary date, notice by the
shareholder must be so given not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the 70th day
prior to such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made. Any such notice 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 and the reasons for conducting such business at the annual
meeting; (b) the name and address, as they appear on the Corporation's books, of
the shareholder proposing such business; (c) the class and number of shares of
the Corporation which are beneficially owned by the shareholders; (d) any
material interest of the shareholder in such business; and (e) if the
shareholder intends to solicit proxies in support of such shareholder's
proposal, a representation to that effect. The foregoing notice requirements
shall be deemed satisfied by a shareholder if the shareholder has notified the
Corporation of his or her intention to present a proposal at an annual meeting
and such shareholder's proposal has been included in a proxy statement that has
been prepared by management of the Corporation to solicit proxies for such
annual meeting; provided, however, that if such shareholder does not appear or
send a qualified representative, as determined by the chairman of the meeting,
to present such proposal at such annual meeting, the Corporation need not
present such proposal for a vote at such meeting, notwithstanding that proxies
in respect of such vote may have been received by the Corporation. No business
shall be conducted at an annual meeting of shareholders except in accordance
with this Section 2.08, and the chairman of any annual meeting of shareholders
may refuse to permit any business to be brought before an annual meeting without
compliance with the foregoing procedures or if the shareholder solicits proxies
in support of such shareholder's proposal without such shareholder having made
the representation required by clause (e) of the preceding sentence.
ARTICLE III
Record Date
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SECTION 3.01. Fixing of Record Date by Board. For the purpose of
determining shareholders entitled to notice of and to vote at a meeting of
shareholders or an adjournment thereof, or to express consent or to dissent from
a proposal without a meeting, or for the purpose of determining shareholders
entitled to receive payment of a dividend or allotment of a right, or for the
purpose of any other action, the board of
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directors may fix, in advance, a date as the record date for any such
determination of shareholders. The date shall not be more than 60 nor less than
10 days before the date of the meeting, nor more than 60 days before any other
action.
SECTION 3.02. Provision for Record Date in the Absence of Board Action.
If a record date is not fixed by the board of directors (a) 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; and (b) the record date for determining
shareholders for any purpose other than that specified in subsection (a) shall
be the close of business on the day on which the resolution of the board
relating thereto is adopted.
SECTION 3.03. Adjournments. 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 Article III, the determination applies to any
adjournment of the meeting, unless the board fixes a new record date for the
adjourned meeting.
ARTICLE IV
Directors
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SECTION 4.01. Number of Directors. The number of directors which shall
constitute the whole board shall be determined from time to time by resolution
of the board of directors in accordance with the provisions of Article VII of
the Articles of Incorporation.
SECTION 4.02. Vacancies. Vacancies shall be filled in accordance with
the provisions of Section 2 of Article VII of the Articles of Incorporation.
SECTION 4.03. Powers. The business of the corporation shall be managed
by its board of directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the Articles
of Incorporation or by these By-laws directed or required to be exercised or
done by the shareholders.
SECTION 4.04. Fees and Expenses. The directors may be paid their
expenses, if any, of attendance at each meeting of the board of directors and
may be paid a fixed sum for attendance at each meeting of the board of directors
or a stated salary or other compensation as a director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
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SECTION 4.05. Resignation. Any director may resign at any time and such
resignation shall take effect upon receipt thereof by the corporation, or such
subsequent time as set forth in the notice of resignation.
SECTION 4.06. Qualifications. A director need not be a shareholder, a
citizen of the United States or a resident of the State of Michigan.
SECTION 4.07. Notification of Nominations. (a) Subject to the rights of
the holders of any series of Preferred Stock, nominations for the election of
directors may be made by the Board or by any shareholder who is a shareholder of
record at the time of giving of the notice of nomination provided for in this
Section 4.07 and who is entitled to vote for the election of directors. Any
shareholder of record entitled to vote for the election of directors at a
meeting may nominate persons for election as directors only if timely written
notice of such shareholder's intent to make such nomination is given, either by
personal delivery or by United States mail, postage prepaid, to the Secretary.
To be timely, a shareholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation (i) with respect to an
election to be held at an annual meeting of shareholders, not less than 70 nor
more than 90 days prior to the anniversary date of the immediately preceding
annual meeting; provided, however, that in the event that the date of the annual
meeting is more than 30 days earlier or more than 60 days later than such
anniversary date, notice by the shareholder to be timely must be so given not
earlier than the 90th day prior to such annual meeting and not later than the
close of business on the later of the 70th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
meeting is first made and (ii) with respect to an election to be held at a
special meeting of shareholders for the election of directors, not earlier than
the 90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or the 10th
day following the day on which public announcement is first made of the date of
the special meeting and of the nominees to be elected at such meeting. Each such
notice shall set forth: (a) the name and address of the shareholder who intends
to make the nomination and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder; (d) such other information regarding each nominee proposed by
such shareholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated, or intended to be nominated, by the Board; (e) the
consent of each nominee to serve as a director of the Corporation if so elected
and (f) if the shareholder intends to solicit proxies in support of such
shareholder's nominee(s), a representation to that effect. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure or if the shareholder solicits proxies
in favor of such shareholder's nominee(s) without having made the representation
required by the
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immediately preceding sentence. Only such persons who are nominated in
accordance with the procedures set forth in this Section 4.07 shall be eligible
to serve as directors of the Corporation.
(b) Notwithstanding anything in the immediately preceding paragraph of
this Section 4.07 to the contrary, in the event that the number of directors to
be elected to the Board of Directors of the Corporation at an annual meeting of
shareholders is increased and there is no public announcement naming all of the
nominees for directors or specifying the size of the increased Board of
Directors made by the Corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a shareholder's notice
required by this Section 4.07 shall also be considered timely, but only with
respect to nominees for any new positions created by such increase, if it shall
be delivered to or mailed to and received by the secretary at the principal
executive offices of the Corporation not later than the close of business on the
10th day following the day on which such public announcement is first made by
the Corporation.
SECTION 4.08. Maximum Age of Nominees for Director. No person shall be
eligible for election or appointment as a director after attaining the age of
75.
SECTION 4.09. Chairman of the Board. The Chairman of the Board, if
there be one, shall, when present, preside at all meetings of the directors and
shareholders. He shall have such other duties and powers as may be imposed or
given by the board.
SECTION 4.10. Vice Chairmen of the Board. Each Vice Chairmen of the
Board shall have such powers and perform such duties as may be assigned to him
from time to time by the Chairman of the Board or the board of directors.
ARTICLE V
Meetings of Directors
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SECTION 5.01. Places of Meetings. The board of directors of the
corporation may hold meetings, both regular and special, either within or
without the State of Michigan.
SECTION 5.02. First Meeting of Newly Elected Board. The first meeting
of each newly elected board of directors shall be held following the annual
meeting of shareholders, and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event such meeting is not held immediately
following the annual meeting of shareholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
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SECTION 5.03. Regular Meetings. Regular meetings of the board of
directors may be held without notice at such time and at such place as shall
from time to time be determined by the board.
SECTION 5.04. Special Meetings. Special meetings of the board may be
called by the Chief Executive Officer or Secretary or by a majority of the
directors then in office, on two days' notice to each director, either
personally or by mail or by facsimile.
SECTION 5.05. Purpose Need Not Be Stated. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the board
of directors need be specified in the notice of such meeting.
SECTION 5.06. Quorum. At all meetings of the board a majority of the
total number of directors then in office shall constitute a quorum for the
transactions of business, and the acts of a majority of the directors present at
any meeting at which there is a quorum shall be the acts of the board of
directors, except as may be otherwise specifically provided by applicable law or
by the Articles of Incorporation. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
SECTION 5.07. Action Without a Meeting. Unless otherwise restricted by
the Articles of Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if, before or after the action, a written
consent thereto is signed by all members of the board or of such committee, as
the case may be, and such written consent is filed with the minutes or
proceedings of the board or committee. Such consent shall have the same effect
as a vote of the board or committee for all purposes.
SECTION 5.08. Meeting by Telephone or Similar Equipment. The board of
directors or any committee designated by the board of directors may participate
in a meeting of such board, or committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.
SECTION 5.09. Waiver of Notice. Attendance of a director at a meeting
of the board or any committee constitutes a waiver of notice of the meeting,
except where a director attends a meeting for the express purpose of objecting
to the transacting of any business because the meeting is not lawfully called or
convened. Notice of any meeting of the board or a committee need not be given to
any person entitled thereto who waives such notice in writing, either before or
after the meeting.
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ARTICLE VI
Committees of Directors
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SECTION 6.01. Executive Committee of the Board. The board of directors
may appoint an Executive Committee of the Board whose membership shall consist
of such members of the board of directors as it may deem advisable from time to
time to serve during the pleasure of the board. The board of directors may also
appoint directors to serve as alternates for members of the Executive Committee
of the Board in the absence or disability of regular members. The board of
directors may fill any vacancies in the Executive Committee of the Board as they
occur. The Executive Committee of the Board, if there be one, shall have and may
exercise the powers of the board of directors in the management of the business
affairs and property of the corporation during the intervals between meetings of
the board of directors, subject to applicable law and to such limitations and
control as the board of directors may impose from time to time.
SECTION 6.02. Other Committees. The board of directors may designate
such other committees as it may deem appropriate, and such committees shall
exercise the authority delegated to them.
SECTION 6.03. Meetings. Each committee provided for above shall meet as
often as its business may require and may fix a day and time for regular
meetings, notice of which shall not be required. Whenever the day fixed for a
meeting shall fall on a holiday, the meeting shall be held on the business day
following or on such other day as the committee may determine. Special meetings
of committees may be called by any member, and notice thereof may be given to
the members by mail, telephone or facsimile. A majority of its members shall
constitute a quorum for the transaction of business of any of the committees.
SECTION 6.04. Substitutes. In the absence or disqualification of a
member of a committee, the members thereof present at a meeting and not
disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the board to act at the meeting in place
of such absent or disqualified member.
ARTICLE VII
Officers
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SECTION 7.01. Appointment. The board of directors at its first meeting
after the annual meeting of shareholders, or as soon as practicable after the
election of directors in each year, shall appoint a Chief Executive Officer and
may elect a Chairman of the Board and any number of Vice Chairmen of the Board.
The board of directors may also appoint a President and one or more Vice
Presidents and shall appoint a Secretary and a Treasurer. None of such officers,
except the Chairman of the Board and any Vice
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Chairman of the Board, need be members of the board. The board from time to time
may appoint such other officers as they may deem proper. The dismissal of an
officer, the appointment of an officer to fill the place of one who has been
dismissed or has ceased for any reason to be an officer, the appointment of any
additional officers, and the change of an officer to a different or additional
office, may be made by the board of directors at any later meeting. Any two or
more offices may be filled by the same person.
SECTION 7.02. Term of Office. Each officer shall hold office at the
pleasure of the board. The board of directors may remove any officer for cause
or without cause. Any officer may resign his office at any time, such
resignation to take effect upon receipt of written notice thereof by the
corporation unless otherwise specified in the resignation. If any office becomes
vacant for any reason, the vacancy may be filled by the board.
SECTION 7.03. The Chief Executive Officer. The Chief Executive Officer
shall have final authority, subject to the control of the board of directors,
over the general policy and business of the corporation and shall have the
general control and management of the business and affairs of the corporation.
Unless there shall be a Chairman of the Board, or, if there be one, in the event
of his death, resignation, absence or inability to act, the Chief Executive
Officer shall preside at all meetings of the shareholders, and, if he shall be a
director, at all meetings of the board of directors. The Chief Executive Officer
shall have the power, subject to the control of the board of directors, to
appoint or discharge and to prescribe the duties and to fix the compensation of
such agents and employees of the corporation as he may deem necessary. He shall
have the authority to appoint or suspend the duties of officers on an interim
basis, and the authority to establish compensation for corporate officers
subject to the control of the board. He shall make and sign bonds, mortgages and
other contracts and agreements in the name and on behalf of the corporation,
except when he or the board of directors by resolution instruct the same to be
done by some other officer or agent. He shall see that all orders and
resolutions of the board of directors are carried into effect and shall perform
all other duties necessary or appropriate to his office, subject, however, to
his right and the right of the directors to delegate any specific powers to any
other officer or officers of the corporation.
SECTION 7.04. The President. The President shall be the chief operating
officer of the corporation and shall have general supervision of the day-to-day
business of the corporation; and shall, in the absence of the Chief Executive
Officer, perform the duties and exercise the powers of the Chief Executive
Officer, and shall perform such other duties and have such other powers as the
Chief Executive Officer or the board of directors may prescribe from time to
time.
SECTION 7.05. Vice Presidents. Each Vice President shall have such
title and powers and perform such duties as may be assigned to him from time to
time by the Chief Executive Officer or the board of directors.
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SECTION 7.06. Secretary. The Secretary shall cause to be maintained
minutes of all meetings of the board and of the shareholders and shall keep a
record of all votes at such meetings. The Secretary shall give, or see to the
giving of notice of all meetings of the shareholders and of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or the President.
SECTION 7.07. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities, except as otherwise provided by the board, and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the board
of directors. He shall disburse the funds of the corporation as may be ordered
by the board.
SECTION 7.08. Assistant Secretaries and Treasurers. There may be
elected one or more Assistant Secretaries and Assistant Treasurers who may, in
the absence, disability or nonfeasance of the Secretary or Treasurer,
respectively perform the duties and exercise the powers of such persons.
SECTION 7.09. Other Officers. All other officers, as may from time to
time be appointed by the board of directors pursuant to this Article, shall
perform such duties and exercise such authority as the board of directors or the
Chief Executive Officer shall prescribe.
SECTION 7.10. Absence of Officer. In the case of the absence of any
officer, or for any other reason that the board may deem sufficient, the Chief
Executive Officer or the board may delegate for the time being the powers or
duties of such officer to any other officer or to any director.
ARTICLE VIII
Certificates of Stock
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SECTION 8.01. Form. Every holder of stock in the corporation shall be
entitled on request to have a certificate, signed by, or in the name of the
corporation by, the Chairman of the Board, the Chief Executive Officer, the
President or a Vice President, and by the Treasurer, or an Assistant Treasurer,
or the Secretary, or an Assistant Secretary, of the corporation, certifying the
number of shares owned by such holder. The certificates may, but need not, be
sealed with the seal of the corporation, or a facsimile thereof.
SECTION 8.02. Facsimile Signatures. Any signature on a stock
certificate may be a facsimile. In case any officer who signed, or whose
facsimile signature has been placed upon a certificate, shall have ceased to be
such officer before such certificate is issued, it may be issued with same
effect as if he were such officer at the date of issue.
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SECTION 8.03. Substituted Certificates. The officers may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation on account of the certificate alleged
to have been lost or destroyed, or the issuance of such new certificate.
SECTION 8.04. Registered Owner. The corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, to vote as such owner and to have all of the
other rights and responsibilities of the owner of such shares, and shall not be
bound to recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by statute.
ARTICLE IX
Indemnification
---------------
SECTION 9.01. Indemnification. The Corporation shall, to the fullest
extent authorized or permitted by the Michigan Business Corporation Act, (a)
indemnify any person, and his or her heirs, personal representatives, executors,
administrators and legal representatives, who was, is, or is threatened to be
made, a party to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that such person is or was a director, officer or employee of the Corporation,
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation (including a subsidiary corporation),
limited liability company, partnership, joint venture, trust, employee benefit
plan or other enterprise, whether or not for profit, or by reason of anything
done by such person in such capacity (collectively, "Covered Matters") and (b)
pay or reimburse the reasonable expenses incurred by such person and his or her
heirs, executors, administrators and legal representatives in connection with
any Covered Matter in advance of final disposition of such Covered Matter. The
Corporation may provide such other indemnification to directors, officers,
employees and agents by insurance, contract or otherwise as is permitted by law
and authorized by the Board of Directors.
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ARTICLE X
Subsidiaries and Divisions
--------------------------
SECTION 10.01. Divisional Officers. The board of directors or the Chief
Executive Officer may, as they shall deem necessary, designate certain
individuals as divisional officer. Any titles given to divisional officers may
be withdrawn at any time, without cause, by the board of directors or the Chief
Executive Officer. A divisional officer may, but need not be, a director or an
executive officer of the corporation. All divisional officers shall perform such
duties and exercise such authority as the board of directors or the Chief
Executive Officer shall prescribe.
SECTION 10.02. Subsidiaries. The Chief Executive Officer, or any other
officer, agent or proxy appointed by the board of directors may vote the shares
of stock owned by the corporation in any subsidiary, whether wholly or partly
owned by the corporation, in such manner as they may deem in the best interests
of the corporation, including, without limitation, for the election of directors
of any such subsidiary corporation, or for any amendments to the charter or
by-laws of any such subsidiary corporation, or for the liquidation, merger or
sale of assets of any subsidiary corporation. The board of directors or the
Chief Executive Officer may cause to be elected to the board of directors of any
such subsidiary corporation such persons as they shall designate, any of whom
may be, but need not be, directors, executive officers or other employees or
agents of the corporation. The board of directors or the Chief Executive Officer
may instruct the directors of any such subsidiary corporation as to the manner
in which they are to vote upon any issue properly coming before them as the
directors of such subsidiary corporation, and such directors shall have no
liability to the corporation as the result of any action taken in accordance
with such instructions.
SECTION 10.03. Divisional and Subsidiary Officers Not Officers of the
Corporation. Divisional officers, and the officers of any subsidiary
corporation, shall not, by virtue of holding such title and position, be deemed
to be officers of the corporation, nor shall any such divisional officer or
officer of a subsidiary corporation, unless he shall also be a director or
executive officer of the corporation, be entitled to have access to any files,
records or other information relating or pertaining to the corporation, its
business and finances.
ARTICLE XI
Control Share Acquisition Act
-----------------------------
SECTION 11.01. Control Share Acquisition Act. The Corporation hereby
elects not to be subject to the provisions of the Stacey, Bennet, and Randall
Shareholder Equity Act under the Michigan Business Corporation Act.
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ARTICLE XII
General Provisions
------------------
SECTION 12.01. Checks. All checks, drafts or demands for money and
notes of the Corporation must be signed by such officer or officers or such
other person or persons as the board of directors from time to time designates.
All funds of the Corporation not otherwise employed shall be deposited or used
as the board of directors from time to time designates.
SECTION 12.02. Fiscal Year. The fiscal year of the corporation shall
end on the last day of February of each year or on such other date as may be
fixed by resolution of the board of directors.
SECTION 12.03. Seal. The corporate seal, if any, shall have inscribed
thereon the name of the corporation. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
SECTION 12.04. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property or in shares of
capital stock, subject to the provisions of the Articles of Incorporation.
SECTION 12.05. Voting Shares of Another Corporation. Shares of any
other corporation owned by this corporation shall be voted in the manner
provided in Section 10.02 of Article X with respect to the voting of shares in
subsidiaries.
ARTICLE XIII
Amendments
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SECTION 13.01. Amendments. Any By-law (other than this Article XIII)
may be adopted, repealed, altered or amended by a majority of the entire Board
at any meeting thereof. The shareholders of the Corporation shall have the power
to amend, alter or repeal any provision of these By-laws only to the extent and
in the manner provided in the Articles of Incorporation.
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