<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
--------------------------------
UNITED BANCORP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2606280
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
205 EAST CHICAGO BLVD., TECUMSEH, MICHIGAN 49286, (517) 423-8373
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
UNITED BANCORP, INC.
DIRECTOR RETAINER STOCK PLAN
(Full title of the plan)
David S. Hickman
Chairman and Chief Executive Officer
United Bancorp, Inc.
205 East Chicago Blvd.
Tecumseh, Michigan 49286
(517) 423-8373
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copy to:
J. Kevin Trimmer, Esq.
Miller, Canfield, Paddock and Stone, P.L.C.
1400 North Woodward, Suite 100
Bloomfield Hills, Michigan 48304
(810) 258-3037
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price pershare (1) aggregate offering price(1) registration fee
--------------------------- ---------- -------------------------- -------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 20,000 shares $30.625 $612,500.00 $211.21
no par value
===========================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h)(1) under the Securities Act, the offering
price is based upon the average bid and asked prices for the Common Stock as
quoted by First of Michigan Corporation (a broker-dealer which acts as a
market-maker in the shares and is the only broker-dealer known to the Company
to be doing so) on May 3, 1996.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents (and portions of documents) are hereby
incorporated in this Registration Statement by reference:
(a) The registrant's Annual Report on Form 10-K for its
fiscal year ended December 31, 1995;
(b) The description of the registrant's common stock, no
par value (the "Common Stock"), included in the registrant's Form 10
Registration Statement effective March 31, 1988;
All documents subsequently filed by the registrant or the Plan pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing such documents. Any statement contained in a document or portion of a
document which now or hereafter is incorporated or deemed to be incorporated by
reference in this Registration Statement shall be deemed to be modified or
superseded to the extent that a statement contained herein or in any other
subsequently filed document which is incorporated or is deemed to be
incorporated by reference in this Registration Statement modifies or supersedes
such statement, and any such modified or superseded statement shall not be
deemed to constitute a part of this Registration Statement, except as so
modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Michigan Business Corporation Act, as amended (the "MBCA"),
provides that a Michigan corporation, such as the registrant, may indemnify any
person who was or is a party or is threatened to be made a party to a
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal (a
"Proceeding"), other than a Proceeding by or in the right of the corporation,
by reason of the fact that he or she is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise
(including any employee benefit plan) against expenses (including attorney
fees) and judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred by him or her in connection with the Proceeding, if the
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation or its shareholders,
and with respect to a criminal action or proceeding, if the person had no
reasonable cause to believe his or her conduct was unlawful. The MBCA also
provides that a Michigan corporation may indemnify any person
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who is or was a party or is threatened to be made a party to any Proceeding by
or in the right of the corporation by reason of that fact that he or she is or
was a director, officer, employee or agent of the corporation (or, at the
request of the corporation, in one of the other capacities described above)
against expenses and amounts paid in settlement actually and reasonably
incurred by the person in connection with the Proceeding, if the person acted
in good faith and in a manner the person reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders, except
that no indemnification may be made for a claim, issue, or matter in which the
person has been found liable to the corporation except for any indemnification
against expenses that may be ordered by the court.
Under the MBCA, any indemnification described above, unless ordered by
a court, may be made only as authorized in the specific case upon a
determination (made in one of the ways described in Section 564a(1) of the
MBCA) that indemnification of the pertinent party is proper because he or she
has met the applicable standard of conduct and upon an evaluation of the
reasonableness of expenses and amounts paid in settlement. Section 564b of the
MBCA permits a corporation to pay or reimburse the reasonable expenses incurred
by a director, officer, employee or agent in advance of final disposition of a
Proceeding, only if the person furnishes the corporation with a written
affirmation of his or her good faith belief that he or she has met the
applicable standard of conduct for indemnification and a written undertaking to
repay the advance if it ultimately is determined that he or she did not meet
the standard and only if a determination is made (in one of the ways described
in Section 564a(1)) that the facts then known to those making the determination
would not preclude indemnification under the MBCA. Section 565 of the MBCA
further provides that the above-described provisions concerning indemnification
and advancement of expenses are not exclusive of other rights to which a person
seeking indemnification or advancement of expenses may be entitled under a
corporation's articles of incorporation, its bylaws or a contractual
arrangement.
Article VI of the registrant's Bylaws provides for indemnification of
directors and officers and permits indemnification of other parties, as
follows:
SECTION 1. THIRD PARTY ACTIONS. The corporation shall
indemnify a person who was or is threatened to be made a party to a
threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative and whether formal
or informal (other than an action by or in the right of the
corporation) by reason of the fact that he or is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise,
whether for profit or not, against expenses (including attorneys'
fees), judgments, penalties, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with the action,
suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the corporation or its shareholders, and with respect to a criminal
action or proceeding, if such person had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create
a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation or its shareholders, and, with
respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
SECTION 2. ACTIONS IN THE RIGHT OF THE CORPORATION. The
corporation shall indemnify a person who was or is a party to or is
threatened to be made a party to a threatened, pending, or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise,
whether for profit or not, against expenses (including actual and
reasonable attorneys' fees) and amounts paid in
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settlement incurred by him in connection with the action or suit, if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation or its
shareholders.
However, indemnification shall not be made for a claim, issue,
or matter in which such person has been found liable to the
corporation unless and only to the extent that the court in which the
action or suit was brought has determined upon application that,
despite the adjudication of liability but in view of all circumstances
of the case, such person is fairly and reasonably entitled to
indemnification for the expenses which the court considers proper.
SECTION 3. MANDATORY AND PERMISSIVE PAYMENTS.
(a) To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to
in Sections 1 or 2 of this Article VI, or in defense of any claim,
issue or matter in the action, suit or proceeding, he shall be
indemnified against expenses (including actual and reasonable
attorneys' fees) incurred by him in connection with the action, suit
or proceeding and an action, suit or proceeding brought to enforce the
mandatory indemnification provided hereby.
(b) any indemnification under Sections 1 or 2 of
this Article VI, unless ordered by a court, shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 1 and 2 of this
Article VI. Such determination shall be made in any of the following
ways:
(1) By a majority vote of a quorum of
the board of directors consisting of directors who are not
parties or threatened to be made parties to the action, suit,
or proceeding.
(2) If such quorum is not obtainable,
then by a majority vote of a committee of directors who are
not parties to action, suit or proceeding. The committee
shall consist of not less than two disinterested directors.
(3) By independent legal counsel in a
written opinion.
(4) By the shareholders.
(c) If a person is entitled to indemnification
under Sections 1 or 2 of this Article VI for a portion of expenses,
including attorneys' fees, penalties, fines, and amounts paid in
settlement, but not for the total amount thereof, the corporation may
indemnify the person for the portion of the expenses, judgments,
penalties, fines, or amounts paid in settlement for which the person
is entitled to be indemnified.
SECTION 4. EXPENSE ADVANCES. Expenses incurred in defending
a civil or criminal action, suit or proceeding described in Sections 1
or 2 of this Article VI may be paid by the corporation in advance of
the final disposition of the action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director, officer, employee
or agent to repay the expenses if it is ultimately determined that he
is not entitled to be indemnified by the corporation. The undertaking
shall be by unlimited general obligation of the person on whose behalf
advances are made but need not be secured.
SECTION 5. VALIDITY OF PROVISIONS. A provision made to
indemnify directors or officers of any action, suit or proceeding
referred to in Sections 1 or 2 of this Article VI whether contained
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in the articles of incorporation, these bylaws, a resolution of
shareholders or directors, an agreement or otherwise, shall be invalid
only insofar as it is in conflict with Sections 1 to 5 of this Article
VI. The indemnification provided in Sections 1 to 5 of this Article
VI continues as to a person who has ceased to be a director, officer,
employee or agent shall inure to the benefit of the heirs, executors
and administrators of such person.
SECTION 6. INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as
such, whether or not the corporation would have power to indemnify him
against such liability under Sections 1 to 5 of this Article VI.
SECTION 7. DEFINITIONS. For the purposes of this Article VI:
References to the corporation includes all constituent corporations
absorbed in a consolidation or merger and the resulting or surviving
corporation, so that a person who is or was a director, officer,
employee or agent of the constituent corporation, or is or was serving
at the request of the constituent corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, shall stand in the same position under the
provisions of this Article VI with respect to the resulting or
surviving corporation as he would if he had served the resulting or
surviving corporation in the same capacity. References to "other
enterprises" shall include employee benefit plans; "fines" shall
include any excise taxes assessed on a person with respect to an
employee benefit plan; and "serving at the request of the corporation"
shall include any service as a director, officer, employee, or agent
of the corporation which imposes duties on, or involves services by,
the director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he or she reasonably believed to
be in the interest of the participants and beneficiaries of an
employee benefit plan shall be considered to have acted in a manner
"not opposed to the best interests of the corporation or its
shareholders" as referred to in Sections 1 and 2 of this Article VI.
SECTION 8. NONEXCLUSIVITY. The indemnification or
advancement of expenses provided under this Article VI is not
exclusive of other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the corporation's
articles of incorporation or a contractual agreement. However, the
total amount of expenses advanced or indemnified from all sources
combined shall not exceed the amount of actual expenses incurred by
the person seeking indemnification or advancement of expenses.
Section 209(c) of the MBCA provides that the articles of incorporation
of a Michigan business corporation may contain a provision providing that a
director of the corporation is not personally liable to the corporation or its
shareholders for monetary damages for a breach of the director's fiduciary
duty, except that such a provision may not eliminate or limit the liability of
a director for (i) any breach of the director's duty of loyalty to the
corporation or its shareholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law; (iii) a
violation of Section 551(1) of the MBCA (relating to unauthorized dividends or
distributions to shareholders and unauthorized loans); or (iv) any transaction
from which the director derived an improper personal benefit. At the 1988
Annual Meeting of registrant's shareholders, the shareholders approved an
amendment to registrant's Articles of Incorporation to include such a
provision.
Insurance is maintained on a regular basis (and not specifically in
connection with this offering) against liabilities arising on the part of
directors and officers out of their performance in such capacities or arising
on the part of the registrant out of the foregoing indemnification provisions,
subject to certain exclusions and to the policy limits.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are furnished with this Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
(4)(a) Restated Articles of Incorporation of registrant*
(4)(b) Bylaws of registrant, as currently in effect*
(4)(c) United Bancorp, Inc. Director Retainer Stock Plan (Filed as Appendix A to registrant's
proxy statement dated March 25, 1996 (File Number 0-16640) and incorporated herein by
reference)
(5) Opinion and consent of Miller, Canfield, Paddock and Stone, P.L.C.*
(15) (not applicable)
(23)(a) Consent of Miller, Canfield, Paddock and Stone, P.L.C. (contained in Exhibit (5))
(23)(b) Consent of Crowe, Chizek and Company, L.L.P*
(24) Powers of attorney (contained in the signature pages hereto)
(25) (not applicable)
(28) (not applicable)
- ---------------
</TABLE>
*Filed herewith
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
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(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
into the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tecumseh, State of Michigan, on May 8, 1996.
UNITED BANCORP, INC.
By /s/ David S. Hickman
------------------------------------------
David S. Hickman
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated and on the dates indicated below. By so signing, each of
the undersigned, in his capacity as a director or officer, or both, as the case
may be, of the registrant, does hereby appoint David S. Hickman, John J. Wanke,
and Dale L. Chadderdon and each of them severally, his true and lawful attorney
to execute in his or her name, place and stead, in his capacity as a director
or officer, or both, as the case may be, of the registrant, any and all
amendments to this Registration Statement including post-effective amendments
thereto and all instruments necessary or incidental in connection therewith,
and to file the same with the Securities and Exchange Commission. Each of said
attorneys shall have full power and authority to do and perform in the name and
on behalf of each of the undersigned, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises as fully, and for
all intents and purposes, as each of the undersigned might or could do in
person, the undersigned hereby ratifying and approving the acts of said
attorneys and each of them.
[THIS SPACE INTENTIONALLY LEFT BLANK]
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<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
(1) Principal Executive Officer:
/s/ David S. Hickman President, Chief May 8, 1996
- --------------------------------- Executive Officer and Director
David S. Hickman
(2) Principal Financial Officer
and Principal Accounting Officer:
Senior Vice President,
/s/ Dale L. Chadderdon Secretary and Treasurer May 8, 1996
- ---------------------------------
Dale L. Chadderdon
(3) Directors:
Executive Vice President
/s/ John J. Wanke and Director May 8, 1996
- ---------------------------------
John J. Wanke
Director
- ---------------------------------
David N. Berlin
/s/ L. Donald Bush Director May 8, 1996
- ---------------------------------
L. Donald Bush
/s/ M. H. Downing Chairman and Director May 8, 1996
- ---------------------------------
M. H. Downing
Director
- ---------------------------------
Patrick D. Farver
Director
- ---------------------------------
John H. Foss
/s/ Charles E. Gross Director May 8, 1996
- ---------------------------------
Charles E. Gross
/s/ Linda J. Herrick Director May 8, 1996
- ---------------------------------
Linda J. Herrick
</TABLE>
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<TABLE>
<CAPTION>
Signatures Title Date
---------- ------- ----
<S> <C> <C>
Director
- ---------------------------------
Ann Hinsdale Knisel
/s/ James C. Lawson Director May 8, 1996
- ---------------------------------
James C. Lawson
/s/ D. J. Martin Director May 8, 1996
- ---------------------------------
D. J. Martin
Director
- ---------------------------------
David E. Maxwell
/s/ Jeffrey T. Robideau Director May 8, 1996
- ---------------------------------
Jeffrey T. Robideau
/s/ Richard S. Whelan Director May 8, 1996
- ---------------------------------
Richard S. Whelan
/s/ James K. Whitehouse Director May 8, 1996
- ---------------------------------
James K. Whitehouse
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
(4)(a) Restated Articles of Incorporation of registrant
(4)(b) Bylaws of Registrant as currently in effect
(5) Opinion and Consent of Miller, Canfield, Paddock and Stone, P.L.C.
(23)(b) Consent of Crowe, Chizek and Company, L.L.P.
</TABLE>
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EXHIBIT (4)(a)
RESTATED ARTICLES OF INCORPORATION
OF
UNITED BANCORP, INC.
The following Restated Articles of Incorporation supersede the
Articles of Incorporation and shall be the Articles of Incorporation for this
Corporation:
ARTICLE I
The name of the Corporation is: United Bancorp, Inc.
ARTICLE II
The purpose or purposes for which the Corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of the State of Michigan.
ARTICLE III
The aggregate numbers of shares of all classes of capital stock which
the Corporation shall have authority to issue is 5 million shares of common
stock, no par value.
A statement of the designation of the powers and rights, and the
qualifications, limitations or restrictions of the above class of capital stock
shall be as follows:
The Corporation has only one class of capital stock, Common Stock, no
par value, which has full voting rights and powers and all other rights and
powers and no qualifications, limitations or restrictions.
1
<PAGE> 2
ARTICLE IV
Section 1. The street address of the current registered office of the
Corporation is:
205 East Chicago Boulevard
Tecumseh, Michigan 49286
Section 2. The mailing address of the current registered office of
the Corporation is:
P. O. Box 248
Tecumseh, Michigan 49286
Section 3. The name of the current resident agent of the Corporation
at the registered office is:
David S. Hickman
ARTICLE V
The names and business addresses of the incorporators are as follows:
William J. Adams, D.D.S.
602 East Pottawatamie
Tecumseh, Michigan 49286
Merlyn H. Downing
205 East Chicago Boulevard
Tecumseh, Michigan 49286
David S. Hickman
205 East Chicago Boulevard
Tecumseh, Michigan 49286
D. J. Martin
145 West Chicago Boulevard
Tecumseh, Michigan 49286
Henry H. Newlin
United Savings Bank Building
205 East Chicago Boulevard
Tecumseh, Michigan 49286
ARTICLE VI
The business and affairs of the Corporation shall be managed by or
under the direction of a Board of Directors consisting of not less than five
nor more than twenty directors, the exact number of directors to be determined
from time to time by resolution adopted by affirmative vote of a majority of
the entire Board of Directors. The directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class shall consist,
as nearly as may be possible, of one-third of the total number of directors
constituting the entire Board of Directors, with the term of office of the
initial Class I directors to expire at the 1986 annual meeting of shareholders,
the term of office of the initial Class II directors to expire at the 1987
annual meeting of shareholders and the term of office of the Initial Class III
directors to expire at the 1988 annual meeting of shareholders. At each
succeeding annual meeting of shareholders beginning in 1986, successors to the
class of directors whose term expires at that annual meeting shall be elected
for a term of office to expire at the third succeeding annual meeting of
shareholders after their election. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible, and any
additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with
the remaining term of that class, but in no case will a decrease in the number
of directors shorten the term of any incumbent director. A director shall hold
office until the annual meeting for the year at which his term expires and
thereafter until his successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification or removal
from office. Any vacancy on the Board of Directors that results from an
increase in the number of directors may be filled by a majority of the Board of
Directors then in office, and any other vacancy occurring in the Board of
Directors may be filled by a majority of the directors then in office, although
less than a quorum, or by a sole remaining director. Any director elected to
fill a vacancy not resulting from an increase in the number of directors shall
have the same remaining term as that of his predecessor. Any director, or the
entire Board of Directors, may be removed from office at any time, but only for
cause and only by the affirmative vote of the holders of not less than 75% of
the outstanding shares of capital stock of the Corporation entitled to vote,
voting together as a single class.
Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of shareholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of the Articles of Incorporation applicable thereto, and such directors
so elected shall not be divided into classes pursuant to this Article VI unless
expressly provided by such terms.
Any amendment, change or repeal of this Article VI or any other
amendment or change of the Articles of Incorporation which will have the effect
of modifying or permitting circumvention of this Article VI, shall require the
favorable vote, at a meeting of the shareholders of the Corporation, of the
holders of at least 75% of the then outstanding shares of capital stock of the
Corporation entitled to vote; provided, however, that such 75% vote shall not
be required for any such amendment, change or repeal recommended to
shareholders by the affirmative vote of not less than three-fourths of the
Board of Directors then in office, and such amendment, change or repeal so
recommended shall require only the vote, if any, required under the applicable
provisions of the Business Corporation Act of the State of Michigan.
2
<PAGE> 3
ARTICLE VII
The directors shall have the power to make, alter, amend, change, add
to or repeal the Bylaws of the Corporation not inconsistent with the provisions
of the Articles of Incorporation, or any amendment thereto. The affirmative
vote of the holders of not less than 75% of the outstanding shares of capital
stock of the Corporation entitled to vote shall be required for the approval
and adoption of any amendment, alteration, change, addition to or repeal of the
Bylaws of the Corporation proposed by any shareholder of the Corporation.
Any amendment, change or repeal of this Article VII, or any other
amendment of the Articles of Incorporation which will have the effect of
modifying or permitting circumvention of this Article VII, shall require the
favorable vote, at a meeting of the shareholders of the Corporation, of the
holders of at least 75% of the then outstanding shares of capital stock of the
Corporation entitled to vote; provided, however, that such 75% vote shall not
be required for any such amendment, change or repeal recommended to
shareholders by the affirmative vote of not less than three-fourths of the
Board of Directors, and such amendment, change or repeal so recommended shall
require only the vote, if any, required under the applicable provisions of the
Business Corporation Act of the State of Michigan.
ARTICLE VIII
Section 1. The affirmative vote of (i) the holders of not less than
75% of the outstanding shares of capital stock of the Corporation entitled to
vote and (ii) the holders of not less than a majority of the outstanding shares
of capital stock of the Corporation entitled to vote excluding for purposes of
determining the affirmative vote required by this clause (ii) all such shares
of which a "Related Person" (as hereinafter defined) shall be a "Beneficial
Owner" (as hereinafter defined), shall be required for the approval or
authorization of any "Business Combination" (as hereinafter defined) involving
a Related Person; provided, however, that the foregoing voting requirements set
forth in clauses (i) and (ii) above shall not be applicable, and the provisions
of Michigan law relating to the requisite percentage of shareholder approval,
if any, determined without regard to this Article VIII shall apply to any such
Business Combination if:
(A) The "Continuing Directors" of the Corporation (as
hereinafter defined) by a three-fourths vote thereof have expressly
approved the Business Combination either in advance or subsequent to
the acquisition of outstanding shares of capital stock of the
Corporation that caused the Related Person to become a Related Person;
or
(B) If each of the following conditions are satisfied:
(1) The aggregate amount of the cash and the fair
market value of the property, securities or other
consideration to be received per share of any class or series
of capital stock of the Corporation in the Business
Combination by holders of such capital stock of the
Corporation, other than the Related Person involved in the
Business Combination, is not less than the "Highest Per Share
Price" or the "Highest Equivalent Price" (as these terms are
hereinafter defined), paid or to be paid by the Related Person
in acquiring any of such class or series of the capital stock
of the Corporation outside of such Business Combination; and
(2) A proxy statement complying with the
requirements of the Securities Exchange Act of 1934, as
amended, shall have been mailed to all shareholders of the
Corporation for the purpose of soliciting shareholder approval
of the Business Combination. The proxy statement shall
contain at the front thereof, in a prominent place, the
position of the Continuing Directors as to the advisability
(or inadvisability) of the Business Combination and, if deemed
advisable by a majority of the Continuing Directors, the
opinion of an investment banking firm selected by the
Continuing Directors as to the fairness of the terms of the
Business Combination, from the point of view of the holders of
the outstanding shares of capital stock of the Corporation
other than any Related Person.
Section 2 For the purpose of this Article VIII:
(A) The term "Business Combination" means (i) any merger,
consolidation or share exchange of the Corporation or any of its
subsidiaries into or with any member of any Related Person, in each
case irrespective of which corporation or company is the surviving
entity; (ii) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition to or with any member of any Related Person (in a
single transaction or a series of related transactions) of all or a
Substantial Part (as hereinafter defined) of the assets of the
Corporation (including without limitation any securities of a
subsidiary) or a Substantial Part of the assets of any of its
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subsidiaries; (iii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition to or with the Corporation or to or with
any of its subsidiaries (in a single transaction or series of related
transactions) of all or a Substantial Part of the assets of any member
of any Related Person; (iv) the issuance or transfer of any
securities, or of any rights, warrants or options to acquire any
securities, of the Corporation or any of its subsidiaries by the
Corporation or any of its subsidiaries to any member of any Related
Person (other than an issuance or transfer of securities, or of any
rights, warrants or options to acquire any securities, which is
effected on a pro rata basis to all shareholders of the Corporation);
(v) the acquisition by the Corporation or any of its subsidiaries of
any securities, or of any rights, warrants or options to acquire any
securities, of any member of any Related Person; and (vi) any
agreement, contract or other arrangement providing for any of the
transactions described in this definition of Business Combination.
(B) The term "Related Person" shall mean any individual,
corporation, partnership or other person or entity, including any
member of a "group" (as defined in Section 13(d)(3) of the Securities
Exchange Act of 1934 as in effect at the date of the filing of the
Articles of Incorporation of the Corporation; such Act and such Rules
and Regulations promulgated thereunder, collectively and as so in
effect, being hereinafter referred to as the "Exchange Act"), and any
"Affiliate" or "Associate" (as defined in Rule 12b-2 of the Exchange
Act) of any such individual, corporation, partnership or other person
or entity which, as of the record date for the determination of
shareholders entitled to notice of and to vote on any Business
Combination, or immediately prior to the consummation of such
transaction, together with their Affiliates and Associates, are
"Beneficial Owners" (as defined in Rule 13d-3 of the Exchange Act) in
the aggregate of 10% or more of the outstanding shares of any class or
series of capital stock of the Corporation.
(C) The term "Substantial Part" shall mean more than 10%
of the fair market value, as determined by three-fourths of the
Continuing Directors, of the total consolidated assets of the
Corporation and its subsidiaries taken as a whole, as of the end of
its most recent fiscal year ending prior to the time the determination
is being made.
(D) For the purposes of subparagraph (B)(1) of Section 1
of this Article VIII, the term "other consideration to be received"
shall include, without limitation, Common Stock or other capital stock
of the Corporation retained by shareholders of the Corporation other
than Related Persons or parties to such Business Combination in the
event of a Business Combination in which the Corporation is the
surviving corporation.
(E) The term "Continuing Director" shall mean a director
who either (i) was a member of the Board of Directors of the
Corporation immediately prior to the time that the Related Person
involved in a Business Combination became a Related Person, or (ii)
has been designated (before his or her initial election as director)
as a Continuing Director by a majority of the then Continuing
Directors.
(F) A "Related Person" shall be deemed to have acquired a
share of the capital stock of the Corporation at the time when such
Related Person became a Beneficial Owner thereof. With respect to the
shares owned by Affiliates, Associates or other persons whose
ownership is aggregated with that of a Related Person under the
foregoing definition of Related Person, if the price paid by such
Related Person for such shares is not determinable by the Continuing
Directors, such price shall be deemed to be the higher of (i) the
price paid upon the acquisition thereof by the Affiliate, Associate or
other person or (ii) the market price of the shares in question at the
time when the Related Person became a Beneficial Owner thereof.
(G) The terms "Highest Per Share Price" and "Highest
Equivalent Price" as used in this Article VIII shall mean the
following: If there is only one class of capital stock of the
Corporation issued and outstanding, the Highest Per Share Price shall
mean the highest price that can be determined to have been paid at any
time or to have been agreed to be paid, by the Related Person for any
share or shares of that class of capital stock. If there is more than
one class of capital stock of the Corporation issued and outstanding,
the Highest Equivalent Price shall mean with respect to each class and
series of capital stock of the Corporation, the amount determined by
three-fourths of the Continuing Directors, on whatever basis they
believe is appropriate, to be the highest per share price equivalent
for each such class or series of the highest price that can be
determined to have been paid at any time, or to have been agreed to be
paid, by the Related Person for any share or shares of any class or
series of capital stock of the Corporation. In determining the
Highest Per Share Price and Highest Equivalent Price, all acquisitions
by the Related Person shall be taken into account regardless of
whether the shares were acquired before or after the Related Person
became a Related Person. The Highest Per Share Price and the Highest
Equivalent Price shall also include any brokerage commissions,
transfer taxes and soliciting dealers' fees paid by the Related Person
with respect to the shares of capital stock of the Corporation
acquired by the Related Person.
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Section 3. The Board of Directors of the Corporation shall have
the power and duty to determine for the purposes of this Article VIII on the
basis of information then known to it, (i) whether any person is an Affiliate
or Associate of another person, (ii) the extent to which any person is the
Beneficial Owner of shares of any class or series of capital stock of the
Corporation, (iii) whether any proposed sale, lease, exchange or other
disposition of part of the properties or assets of the Corporation involves a
Substantial Part of the properties or assets of the Corporation, (iv) the value
of the Highest Per Share Price and Highest Equivalent Price, and (v) whether a
proposed transaction is subject to the provisions of this Article VIII and such
other matters with respect to which a determination is required under this
Article VIII. Any such determination by the Board shall be conclusive and
binding for all purposes of this Article VIII.
Section 4. The affirmative vote required by this Article VIII is in
addition to the vote of the holders of any class or series of capital stock of
the Corporation otherwise required by law, the Articles of Incorporation, any
resolution which has been adopted by the Board of Directors providing for the
issuance of a class or series of capital stock or any agreement between the
Corporation and any securities exchange.
Section 5. Any amendment, change or repeal of this Article VIII,
or any other amendment of the Articles of Incorporation which will have the
effect of modifying or permitting circumvention of this Article VIII, shall
require the favorable vote, at a meeting of the shareholders of the
Corporation, of (i) the holders of at least 75% of the then outstanding shares
of capital stock of the Corporation entitled to vote and (ii) a majority of the
outstanding shares of capital stock of the Corporation entitled to vote of
which a Related Person is not a Beneficial Owner; provided, however, that this
Section 5 shall not apply to, and such 75% and majority vote shall not be
required for, any such amendment, change or repeal recommended to shareholders
by the affirmative vote of not less than three-fourths of the Continuing
Directors, and such amendment, change or repeal so recommended shall require
only the vote, if any, required under the applicable provisions of the Business
Corporation Act of the State of Michigan.
ARTICLE IX
The Corporation shall be, and is hereby declared to be, subject to the
provisions of Chapter 7a of the Business Corporation Act of the State of
Michigan, as enacted through the adoption of Act No. 115 of the Public Acts of
the State of Michigan of 1984. The requirements therein provided and made
applicable with respect to the Corporation shall be in addition to all other
requirements of law and other provisions of the Articles of Incorporation, or
any amendment thereto.
ARTICLE X
A director of this Corporation shall not be personally liable to this
Corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty, except in the event of any of the following:
(a) A breach of the director's duty of loyalty to the Corporation
or its shareholders.
(b) Acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law.
(c) A violation of Section 551(1) of the Michigan Business
Corporation Act, as amended.
(d) A transaction from which the director derived an improper
personal benefit.
(e) Acts or omissions occurring before the date that this Article
X is added to the Articles of Incorporation and becomes effective upon the
filing of a Certificate of Amendment to the Articles of Incorporation with the
appropriate agency of the State of Michigan.
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EXHIBIT (4)(b)
BYLAWS
OF
UNITED BANCORP, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office shall be in the
City of Tecumseh, County of Lenawee, State of Michigan.
SECTION 2. OTHER OFFICES. The corporation may also have offices at
such other 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
SHAREHOLDERS
SECTION 1. PLACE OF MEETING. All meetings of the shareholders of
this corporation shall be held at such time and place, either within or without
the State of Michigan, as may be determined from time to time by the board of
directors and stated in the notice of the meeting or in a duly executed waiver
of notice thereof.
SECTION 2. ANNUAL MEETING OF SHAREHOLDERS. The annual meeting of
shareholders for election of directors and for such other business as may
properly come before the meeting, commencing with the year 1986, shall be held
on the third Tuesday of April if not a legal holiday, and if a legal holiday,
then on the next business day following, at 3:30 p.m., local time, or at such
other date and time as shall be determined from time to time by the board of
directors and stated in the notice of the meeting or in a duly executed waiver
of notice thereof. If the annual meeting is not held on the date designated
therefor, the board shall cause the meeting to be held as soon thereafter as
convenient.
SECTION 3. ORDER OF BUSINESS AT ANNUAL MEETING. The order of
business at the annual meeting of the shareholders shall be as follows:
(a) Reading of notice and proof of mailing,
(b) Reports of officers,
(c) Election of directors,
(d) Transaction of other business mentioned in the notice,
(e) Adjournment,
provided that, in the absence of any objection, the presiding officer may very
the order of business at his discretion.
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SECTION 4. NOTICE OF MEETING OF SHAREHOLDERS. Except as otherwise
provided in the Michigan Business Corporation Act (herein called the "Act"), or
the articles of incorporation, written notice of the time, place and purpose of
a meeting of shareholders shall be given not less than ten nor more than sixty
days before the date of the meeting, either personally or by mail, to each
shareholder of record entitled to vote at the meeting. When a meeting is
adjourned to another time or place, it is not necessary to give notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken and at the adjourned
meeting only such business is transacted as might have been transacted at the
original meeting. However, if after the adjournment the board of directors
fixes a new record date for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record on the new record date
entitled to vote at the meeting.
SECTION 5. LIST OF SHAREHOLDERS ENTITLED TO VOTE. The officer or
agent having charge of the stock transfer books for shares of capital stock 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 of
capital stock, 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 entitled to vote
during the whole time of the meeting.
(d) Be prima facie evidence as to who are the shareholders
entitled to examine the list or to vote at the meeting.
SECTION 6. SPECIAL MEETING OF SHAREHOLDERS. Except as otherwise
provided in the articles of incorporation, a special meeting of shareholders
may be called at any time by the chief executive officer of the corporation
(See Article V, Section 4) or by a majority of the members of the board of
directors then in office, or by shareholders owning, in the aggregate, not less
than seventy-five percent of all the shares of capital stock entitled to vote
at such special 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 chief executive officer,
or by a majority of the members of the board of directors then in office or by
shareholders as above provided, the secretary of this corporation shall
prepare, sign and mail the notices requisite to such meeting.
SECTION 7. QUORUM OF SHAREHOLDERS. Unless a greater or lesser quorum
is provided in the articles of incorporation, in a bylaw adopted by the
shareholders or in the Act, shares entitled to cast a majority of the votes at
a meeting constitute a quorum at the meeting. The shareholders present in
person or by proxy at such meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave
less than a quorum. Whether or not a quorum is present, the meeting may be
adjourned by a vote of the shares present.
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SECTION 8. VOTE OF SHAREHOLDERS. Each outstanding share of capital
stock of the corporation shall be entitled to one vote on each matter submitted
to a vote, unless otherwise provided in the articles of incorporation. A vote
may be cast either orally or in writing. 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 the Act. Directors shall be elected by a plurality of the
votes cast at an election.
SECTION 9. 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 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 may fix, in advance, a date
as the record date for any such determination of shareholders. The date shall
not be more than sixty nor less than ten days before the date of the meeting,
nor more than sixty days before any other action. If a record date is not
fixed (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 subdivision (a) shall be the close of business of the day on which
the resolution of the board relating thereto is adopted. 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 fixes a new record
date under this Section for the adjourned meeting.
SECTION 10. PROXIES. A shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
one or more other persons to act for him by proxy. A proxy shall be signed by
the shareholder or his authorized agent or representative. A proxy shall not
be valid after the expiration of three years from its date unless otherwise
provided in the proxy.
SECTION 11. INSPECTORS OF ELECTION. The board of directors, in
advance of a shareholders' meeting, may appoint one 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 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, ballots or consents, hear and
deter from challenges and questions arising in connection with the right to
vote, count and tabulate votes, ballots or consents, determine the result, and
do such acts as are proper to conduct the election or vote with fairness to all
shareholders. On request of the person presiding at the meeting or 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 is
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prima facie evidence of the facts stated and of the vote as certified by the
inspectors.
SECTION 12. CONSENT OF SHAREHOLDERS IN LIEU OF 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 all the shareholders entitled to vote thereon consent thereto in
writing.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM OF DIRECTORS. The number of directors
which shall constitute the whole board shall be not less than five nor more
than twenty. The first board shall consist of eleven directors. Thereafter,
the number of directors which shall constitute the board of directors shall be
determined from time to time by resolution adopted by the affirmative vote of a
majority of the entire board of directors. The directors shall be divided into
three classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire board of directors, with the term of office
of the initial Class I directors to expire at the 1986 annual meeting of
shareholders, the term of office of the initial Class II directors to expire at
the 1987 annual meeting of shareholders and the term of office of the initial
Class III directors to expire at the 1988 annual meeting of shareholders. At
each succeeding annual meeting of shareholders beginning in 1986, successors to
the class of directors whose term expires at that annual meeting shall be
elected for a term of office to expire at the third succeeding annual meeting
of shareholders after their election. If the number of directors is changed,
any increase or decrease shall be apportioned among the classes so as to
maintain the number of directors in each class as nearly equal as possible, and
any additional director of any class elected to fill a vacancy resulting from
an increase in such class shall hold office for a term that shall coincide with
the remaining term of that class, but in no case will a decrease in the number
of directors shorten the term of any incumbent director. A director shall hold
office until the annual meeting for the year at which his term expires and
thereafter until his successor shall be elected and qualify, subject, however,
to prior death, resignation, retirement, disqualification or removal from
office. Directors need not be shareholders.
SECTION 2. VACANCIES. A position occurring in any class of the board
of directors resulting from a vacancy or an increase in the number of directors
of such class may be filled by the affirmative vote of a majority of the
remaining directors of the entire board then in office, though less than a
quorum of the board, for a term of office that shall coincide with the
remaining term of that class of directors.
SECTION 3. REMOVAL. Any director, or the entire board, may be
removed from office at any time, but only for cause and only by the affirmative
vote of the holders of not less than seventy-five percent of the outstanding
shares of capital stock of the corporation entitled to vote, voting together as
a single class.
SECTION 4. RESIGNATION. A director may resign by written notice to
the corporation. The resignation is effective upon its receipt by the
corporation or a subsequent time as set forth in the notice of resignation.
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SECTION 5. POWERS. The business and affairs of the corporation shall
be managed by its board of directors, except as otherwise provided in the Act
or in the articles or incorporation.
SECTION 6. LOCATION OF MEETINGS. Regular or special meetings of the
board of directors may be held either within or without the State of Michigan.
SECTION 7. ANNUAL ORGANIZATION MEETING OF BOARD. An annual
organization meeting of the board of directors shall be held at the place of
holding the annual meeting of shareholders, and immediately following the same,
for the purpose of electing officers and transacting any other business
properly brought before it, provided that the annual organization meeting in
any year may be held at a different time and place than that herein provided by
a consent of a majority of the board of directors. No notice of such meeting
shall be necessary to the directors in order legally to constitute the meeting,
provided a quorum shall be present, unless said meeting is not held at the
place of holding and immediately following the annual meeting of shareholders.
SECTION 8. REGULAR MEETING OF BOARD. 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 9. SPECIAL MEETING OF BOARD. Special meetings of the board
of directors may be called by the chief executive officer, or by a majority of
the persons then comprising 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 hours before the time such special meeting is to be held.
SECTION 10. COMMITTEES OF DIRECTORS. The board of directors may
designate one or more committees, each committee to consist of one or more of
the directors 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. 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 of directors to act
at the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the board of
directors creating such committee, may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation. However, such a committee shall not have the power or authority
to amend the articles of incorporation, adopt an agreement of merger or
consolidation, recommend to the shareholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets, recommend to the
shareholders a dissolution of the corporation or a revocation of a dissolution,
amend the bylaws of the corporation, fill vacancies in the board of directors,
or fix compensation of the directors serving on the board or on a committee;
and, unless the resolution of the board of directors creating such committee or
the articles of incorporation expressly so provides, such a committee shall not
have the power or authority to declare a dividend or to authorize the issuance
of capital stock. Any such committee, and each member thereof, shall serve at
the pleasure of the board of directors.
SECTION 11. QUORUM AND REQUIRED VOTE OF BOARD AND COMMITTEES. At
all meetings of the board of directors, or of a committee thereof, a majority
of the
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members of the board then in office, or of the members of a committee thereof,
constitutes a quorum for transaction of business. The vote of the majority of
members present at a meeting at which a quorum is present constitutes the
action of the board or of the committee unless the vote of a larger number is
required by the Act 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 12. ACTION BY WRITTEN CONSENT. Action required or
permitted to be taken pursuant to authorization voted at a meeting of the board
of directors or a committee thereof, may be taken without a meeting if, before
or after the action, all members of the board or of the committee consent
thereto in writing. The written consents shall be filed with the minutes of
the proceedings of the board or committee. The consent has the same effect as
a vote of the board or committee for all purposes.
SECTION 13. COMPENSATION OF DIRECTORS. The board of directors, by
affirmative vote of a majority of directors in office and irrespective of any
personal interest of any of them, may establish reasonable compensation of
directors for services to the corporation as directors or officers, but
approval of the shareholders is required if the articles of incorporation,
these bylaws or any provisions of the Act so provide.
SECTION 14. PARTICIPATION IN MEETING BY TELEPHONE. By oral or
written permission of a majority of the board of directors, 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 similar communications equipment
by means of which all persons participating in the meeting can hear each other.
Participation in a meeting pursuant to this Section constitutes presence in
person at the meeting.
SECTION 15. NOMINATIONS OF DIRECTOR CANDIDATES.
(a) Eligibility to Make Nominations. Nominations of candidates
for election as directors of the corporation at any meeting of shareholders
called for election of directors (an "Election Meeting") may be made by the
board of directors or by any shareholder entitled to vote at such Election
Meeting.
(b) Procedure for Nominations by the Board of Directors.
Nominations made by the board of directors shall be made at a meeting of the
board of directors, or by written consent of directors in lieu of a meeting,
not less than thirty days prior to the date of the Election Meeting, and such
nominations shall be reflected in the minute books of the corporation as of the
date made. At the request of the secretary of the corporation, each proposed
nominee shall provide the corporation with such information concerning himself
as is required, under the rules of the Securities and Exchange Commission, to
be included in the corporation's proxy statement soliciting proxies for his
election as a director.
(c) Procedure for Nominations by Shareholders. No less than
ninety days prior to the date of the Election Meeting in the case of an annual
meeting, and not more than seven days following the date of notice of the
meeting in the case of a special meeting, any shareholder who intends to make a
nomination at the Election Meeting shall deliver a notice to the secretary of
the corporation
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setting forth (i) the name, age, business address and residence of each nominee
proposed in such notice, (ii) the principal occupation or employment of each
such nominee, (iii) the number of shares of each class and series of capital
stock of the corporation which are beneficially owned by each such nominee and
(iv) such other information concerning each such nominee as would be required,
under the rules of the Securities and Exchange Commission, in a proxy statement
soliciting proxies for the election of such nominee.
(d) Substitution of Nominees. In the event that a person is
validly designated as a nominee in accordance with subsection (b) or (c) hereof
and shall thereafter become unable or unwilling to stand for election to the
board of directors, the board of directors or the shareholder who proposed such
nominee, as the case may be, may designate a substitute nominee.
(e) Age Qualification. No person shall be nominated or elected as
a director of the corporation after having attained the age of seventy years.
(f) Determination of Compliance with Procedures. If the chairman
of the Election Meeting determines that a nomination was not in accordance with
the foregoing procedures, such nomination shall be void.
ARTICLE IV
NOTICES
SECTION 1. NOTICE. Whenever any notice or communication is required
to be given by mail to any director or shareholder under any provision of the
Act, or of the articles of incorporation or of these bylaws, it shall be given
in writing, except as otherwise provided in the Act, to such director or
shareholder at the address designated by him for that purpose or, if none is
designated, at his last known address. The notice or communication is given
when deposited, with postage thereon prepaid, in a post office or official
depository under the exclusive care and custody of the United States postal
service. The mailing shall be registered, certified or other first class mail
except where otherwise provided in the Act. Written notice may also be given
in person or by telegram, telex, radiogram, cablegram, or mailgram, and such
notice shall be deemed to be given when the recipient receives the notice
personally, or when the notice, addressed as provided above, has been delivered
to the company, or to the equipment transmitting such notice. 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 notice of the meeting.
SECTION 2. WAIVER OF NOTICE. When, under the act or the articles of
incorporation or these bylaws, or by the terms of an agreement or instrument,
the corporation or the board or any committee thereof may take action after
notice to any person or after lapse of a prescribed period of time, the action
may be taken without notice and without lapse of the period of time, if at any
time before or after the action is completed the person entitled to notice or
to participate in the action to be taken or, in the case of a shareholder, by
his attorney-in-fact, submits a signed waiver of such requirements. 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. Attendance of a person at a meeting of shareholders, in person or
by proxy, or of a director
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at a meeting constitutes a waiver of notice of such meeting, except when the
person or director attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
ARTICLE V
OFFICERS
SECTION 1. SELECTION. The board of directors, at its first meeting
and at each meeting following the annual meeting of shareholders, shall elect
or appoint a president, a secretary and a treasurer. The board of directors
may also elect or appoint a chairman of the board, one or more vice presidents
and such other officers, employees and agents as it shall deem necessary who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the board. Two
or more offices may be held by the same person but an officer shall not
execute, acknowledge or verify an instrument in more than one capacity.
SECTION 2. COMPENSATION. The salaries of all officers, employees and
agents of the corporation shall be fixed by the board of directors; provided,
however, that the board may delegate to the officers the fixing of compensation
of assistant officers, employees and agents.
SECTION 3. TERM, REMOVAL AND VACANCIES. Each officer of the
corporation shall hold office for the term for which he is elected or appointed
and until his successor is elected or appointed and qualified, or until his
resignation or removal. An officer elected or appointed by the board of
directors may be removed by the board with or without cause at any time. An
officer may resign by written notice to the corporation. The resignation is
effective upon its receipt by the corporation or at a subsequent time specified
in the notice of resignation. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
SECTION 4. CHIEF EXECUTIVE OFFICER. At each annual organization
meeting of the board of directors, the board shall designate the chairman of
the board or president as the chief executive officer of the corporation;
provided, however, that if a motion is not made and carried to change the
designation, the designation shall be the same as the designation for the
preceding year; provided, further, that the designation of the chief executive
officer may be changed at any special meeting of the board of directors. The
president shall be the chief executive officer whenever the office of chairman
of the board is vacant. 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. The chairman of the board or
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 5. CHAIRMAN OF THE BOARD OF DIRECTORS. If the board of
directors elects or appoints a chairman of the board, he shall be elected or
appointed by,
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and from among, the membership of, the board of directors. He shall preside at
all meetings of the shareholders, of the board of directors and of any
executive committee. He shall perform such other duties and functions as shall
be assigned to him from time to time by the board of directors. He shall be,
ex officio, a member of all standing committees. Except where by law the
signature of the president of the corporation is required, the chairman of the
board of directors shall possess the same power and authority to sign all
certificates, contracts, instruments, papers and documents of every conceivable
kind and character whatsoever in the name of and on behalf of the corporation
which may be authorized by the board of directors. During the absence or
disability of the president, or while that office is vacant, the chairman of
the board of directors shall exercise all of the powers and discharge all of
the duties of the president.
SECTION 6. PRESIDENT. The president shall be elected or appointed
by, and from among the membership of, the board of directors. During the
absence or disability of the chairman of the board, or while that office is
vacant, the president shall preside over all meetings of the board of
directors, of the shareholders and of any executive committee, and shall
perform all of the duties and functions, and when so acting shall have all
powers and authority of the chairman of the board. He shall be, ex officio, a
member of all standing committees. The president shall, in general, perform
all duties incident to the office of president and such other duties as may be
prescribed by the board of directors.
SECTION 7. VICE PRESIDENTS. The board of directors may elect or
appoint one or more vice presidents. The board of directors may designate one
or more vice presidents as executive or senior vice presidents. Unless the
board of directors shall otherwise provide by resolution duly adopted by it,
such of the vice presidents as shall have been designated executive or senior
vice presidents are members of the board of directors in the order specified by
the board of directors (or if no vice president who is a member of the board of
directors shall have been designated as executive or senior vice president,
then such vice presidents as are members of the board of directors in the order
specified by the board of directors) shall perform the duties and exercise the
powers of the president during the absence or disability of the president. The
vice presidents shall perform such other duties as may be delegated to them by
the board of directors, any executive committee, or the president.
SECTION 8. SECRETARY. The secretary shall attend all meetings of the
shareholders, and of the board of directors and of any executive committee, and
shall preserve in the books of the corporation true minutes of the proceedings
of all such meetings. 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 or permitted. He shall give all notice required by the
Act, the articles of incorporation, these bylaws or resolution. He shall
perform such other duties as may be delegated to him by the board of directors,
any executive committee, or the president.
SECTION 9. 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
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directors, taking proper vouchers for such disbursements, and shall render to
the president and the board of directors whenever requested 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 the 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, any executive committee, or the president.
SECTION 10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. 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 9, Article V. The
assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the secretary or by the treasurer,
respectively, or by the board of directors, any executive committee, or the
president.
SECTION 11. DELEGATION OF AUTHORITY AND DUTIES BY BOARD OF DIRECTORS.
All officers, employees and agents shall, in addition to the authority
conferred, or duties imposed, on them by these bylaws, have such authority and
perform such duties in the management of the corporation as may be determined
by resolution of the board of directors not inconsistent with these bylaws.
ARTICLE VI
INDEMNIFICATION
SECTION 1. THIRD PARTY ACTIONS. The corporation shall indemnify a
person who was or is a party or is threatened to be made a party to a
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether formal or informal (other
than an action by or in the right of the corporation) by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expenses (including attorneys' fees), judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the corporation or its shareholders, and with respect to a criminal action
or proceeding, if such person had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceedings by judgment,
order, settlement, conviction, or upon a plea of nolo contenders or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
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SECTION 2. ACTIONS IN THE RIGHT OF THE CORPORATION. The corporation
shall indemnify a person who was or is a party to or is threatened to be made a
party to a threatened, pending or completed action or suit by or in the right
of the corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
partner, trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, whether for profit or
not, against expense (including actual and reasonable attorneys' fees) and
amounts paid in settlement incurred by him in connection with the action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation or its shareholders.
However, indemnification shall not be made for a claim, issue or matter as to
which such person has been found liable to the corporation unless and only to
the extent that the court in which the action or suit was brought has
determined upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and reasonably
entitled to indemnification for the expenses which the court considers proper.
SECTION 3. MANDATORY AND PERMISSIVE PAYMENTS.
(a) To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in Sections 1 or 2 of this Articles VI, or in defense
of any claim, issue or matter in the action, suit or proceeding, he shall be
indemnified against expenses (including actual and reasonable attorneys' fees)
incurred by him in connection with the action, suit or proceeding and an
action, suit or proceeding brought to enforce the mandatory indemnification
provided hereby.
(b) any indemnification under Sections 1 or 2 of this Article VI, unless
ordered by a court, shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstance because he has met the
applicable standard of conduct set forth in Sections 1 and 2 of this Article
VI. Such determination shall be made in any of the following ways:
(1) By a majority vote of a quorum of the board consisting of
directors who were not parties to the action, suit or proceeding.
(2) If such quorum is not obtainable, then by a majority vote of a
committee of directors who are not parties to the action, suit or
proceeding. The committee shall consist of not less than two
disinterested directors.
(3) By independent legal counsel in a written opinion.
(4) By the shareholders.
(c) If a person is entitled to indemnification under Sections 1 or 2 of this
Article VI for a portion of expenses, including attorneys' penalties, fines,
and amounts paid in settlement, but not for the total amount thereof, the
corporation may indemnify the person for the portion of the expenses,
judgments, penalties,
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fines, or amounts paid in settlement for which the person is entitled to be
indemnified.
SECTION 4. EXPENSE ADVANCES. Expenses incurred in defending a civil
or criminal action, suit or proceeding described in Sections 1 or 2 of this
Articles VI may be paid by the corporation in advance of the final disposition
of the action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay the expenses if it
is ultimately determined that he is not entitled to be indemnified by the
corporation. The undertaking shall be by unlimited general obligation of the
person on whose behalf advances are made but need not be secured.
SECTION 5. VALIDITY OF PROVISIONS. A provision made to indemnify
directors or officers of any action, suit or proceeding referred to in Sections
1 or 2 of this Article VI whether contained in the articles of incorporation,
these bylaws, a resolution of shareholders or directors, an agreement or
otherwise, shall be invalid only insofar as it is in conflict with Sections 1
to 5 of this Article VI. The indemnification provided in Sections 1 to 5 of
this Article VI continues as to a person who has ceased to be a director,
officer, employee or agent shall inure to the benefit of the heirs, executors
and administrators of such person.
SECTION 6. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have power to
indemnify him against such liability under Sections 1 to 5 of this Article VI.
SECTION 7. DEFINITIONS. For the purpose of this Article VI:
References to the corporation includes all constituent corporations absorbed in
a consolidation or merger and the resulting or surviving corporation, so that a
person who is or was a director, officer, employee or agent of the constituent
corporation, or is or was serving at the request of the constituent corporation
as a director, officer, partner, trustee, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, shall stand in the same position under the
provisions of this Article VI with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving corporation
in the same capacity. References to "other enterprises" shall include employee
benefit plans; "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and "serving at the request of the
corporation" shall include any service as a director, officer, employee, or
agent of the corporation which imposes duties on, or with respect to an
employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith in a manner he or she reasonably believed to be in the
interest of the participants and beneficiaries of an employee benefit plan
shall be considered to have acted in a manner "not opposed to the best interest
of the corporation or its shareholders" as referred to in Sections 1 and 2 of
this Article VI.
SECTION 8. NONEXCLUSIVITY. The indemnification or advancement of
expenses provided under this Article VI is not exclusive of other rights to
which a person seeking indemnification of advancement of expenses may be
entitled under the
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corporation's articles of incorporation or a contractual agreement. However,
the total amount of expenses advanced or indemnified from all sources combined
shall not exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses.
ARTICLE VII
STOCK AND TRANSFERS
SECTION 1. SHARE CERTIFICATES: REQUIRED SIGNATURES. The shares of
capital stock of the corporation shall be represented by certificates signed by
the chairman of the board of directors, vice chairman of the board of
directors, president or a vice president and by the treasurer, assistant
treasurer, secretary or assistant secretary of the corporation, and may be
sealed with the seal of the corporation or a facsimile thereof. The signatures
of the officers may be facsimiles if the certificate is countersigned by a
transfer agent or registered by a registrar other than the corporation itself
or its employee. In case an officer who has signed or whose facsimile
signature has been placed upon a certificate ceases to be such officer before
the certificate is issued, it may be issued by the corporation with the same
effect as if he were such officer at the date of issue.
SECTION 2. SHARE CERTIFICATES: REQUIRED PROVISIONS. A certificate
representing shares of capital stock of the corporation shall state upon its
face:
(a) That the corporation is formed under the laws of this state.
(b) The name of the person to whom issued.
(c) The number and class of shares, and the designation of the
series, if any, which the certificate represents.
(d) The par value of each share represented by the certificate, or
a statement that the shares are without par value.
A certificate representing shares issued by a corporation which is authorized
to issue shares of more than one class shall set forth on its face or back or
state that the corporation will furnish to a shareholder upon request and
without charge a full statement of the designation, relative rights,
preferences and limitations of the shares of each class authorized to be
issued, and if the corporation is authorized to issue any class of shares in
series, the designation, relative rights, preferences and limitations of each
series so far as the same have been prescribed and the authority of the board
to designate and prescribe the relative rights, preferences and limitations of
other series.
SECTION 3. REPLACEMENT OF LOST OR DESTROYED SHARE CERTIFICATES.
The corporation may issue a new certificate for shares or fractional shares in
place of a certificate theretofore issued by it, alleged to have been lost or
destroyed, and the board of directors may require the owner of the lost or
destroyed certificate, or his legal representative, to give the corporation a
bond or other security sufficient to indemnify the corporation against any
claim that may be made against it on account of the alleged lost or destroyed
certificate or the issuance of such new certificate.
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SECTION 4. REGISTERED SHAREHOLDERS. The corporation shall have the
right to treat the registered holder of any share of capital stock as the
absolute owner thereof, and shall not be bound to recognize any equitable or
other claim to, or interest in such share of capital stock on the part of any
other person, whether or not the corporation shall have express or other notice
thereof, except as may be otherwise provided by applicable law.
SECTION 5. TRANSFER AGENT AND REGISTRAR. The board of directors may
appoint a transfer agent and a registrar for the registration of transfers of
its securities.
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 certificates for
shares of capital stock of this corporation.
ARTICLE VIII
GENERAL PROVISIONS
SECTION 1. DIVIDENDS OR OTHER DISTRIBUTIONS IN CASH OR PROPERTY. By
action of the board of directors, the corporation may declare and pay dividends
or make other distributions in cash, bonds or property, including the shares or
bonds of other corporations, on its outstanding shares of capital stock, except
when currently the corporation is insolvent or would thereby be made insolvent,
or when the declaration, payment or distribution would be contrary to any
restriction contained in the articles of incorporation. Dividends may be
declared or paid and other distributions may be made out of surplus only. A
dividend paid or any other distribution made, in any part, from sources other
than earned surplus, shall be accompanied by a written notice (a) disclosing
the amounts by which the dividend or distribution affects stated capital,
capital surplus and earned surplus, or (b) if such amounts are not determinable
at the time of the notice, disclosing the approximate effect of the dividend or
distribution upon stated capital, capital surplus and earned surplus and
stating that the amounts are not yet determinable.
SECTION 2. RESERVES. The board of directors shall have power
and authority to set apart, out of any funds available for dividends, such
reserve or reserves, for any proper purpose, as the board in its discretion
shall approve, and the board shall have the power and authority to abolish any
reserve created by the board.
SECTION 3. VOTING SECURITIES. Unless otherwise directed by the
board, the chairman of the board or 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 the corporation to attend and to act
and to vote, or to execute in the name or on behalf of the corporation a
consent in writing in lieu of a meeting of shareholders or a proxy authorizing
an agent or attorney-in-fact for the corporation to attend and vote at any
meetings of security holders of corporations in which the 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,
the corporation might have possessed and exercised if present. The board by
resolution from time to time may confer like power upon any other person or
persons.
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SECTION 4. CHECKS. All checks, drafts and orders for the
payment of money shall be signed in the name of the corporation in such manner
and by such officer or officers or such other person or persons as the board of
directors shall from time to time designate for that purpose.
SECTION 5. CONTRACTS, CONVEYANCES, ETC. When the execution of
any contract, conveyance or other instrument has been authorized without
specification of the executing officers, the chairman of the board, president
or any vice president, and the secretary or assistant secretary, may execute
the same in the name and on 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 in
behalf of this corporation.
SECTION 6. CORPORATE BOOKS AND RECORDS. The corporation shall keep
books and records of account and minutes of the proceedings of its
shareholders, board of directors and executive committees, if any. The books,
records and minutes may be kept outside this state. The corporation shall keep
at its registered office, or at the office of the transfer agent within or
without this state, records containing the names and addresses of all
shareholders, the number, class and series of shares of capital stock held by
each and the dates when they respectively became holders of record thereof.
Any of such books, records or minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
The corporation shall convert into written form without charge any such record
not in such form, upon written request of a person entitled to inspect them.
SECTION 7. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
SECTION 8. SEAL. If the corporation has a corporate seal, it shall
have inscribed thereon the name of the corporation and the words "Corporate
Seal" and "Michigan". The seal may be used by causing it or a facsimile to be
affixed, impressed or reproduced in any other manner.
ARTICLE IX
AMENDMENTS
SECTION 1. The board of directors may amend or repeal the bylaws or
adopt new bylaws, except as otherwise provided in the articles of
incorporation. Such action may be taken by written consent or at any meeting
of the board of directors; provided that if notice of any such meeting is
required by these bylaws, the notice of the meeting shall contain notice of the
proposed amendment, repeal or new bylaws. Any bylaw hereafter made by the
shareholders shall not be altered or repealed by the board without the
affirmative vote of the holders of not less than seventy-five percent of the
outstanding shares of capital stock of the corporation entitled to vote.
ARTICLE X
A director of this Corporation shall not be personally liable to this
Corporation or its shareholders for monetary damages for a breach of the
director's fiduciary duty, except in the event of any of the following:
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(a) A breach of the director's duty of loyalty to the Corporation
or its shareholders.
(b) Acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law.
(c) A violation of Section 551(1) of the Michigan Business
Corporation Act, as amended.
(d) A transaction from which the director derived an improper
personal benefit.
(e) Acts or omissions occurring before the date that this Article
X is added to the Articles of Incorporation and becomes
effective upon the filing of a Certificate of Amendment to the
Articles of Incorporation with the appropriate agency of the
State of Michigan.
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EXHIBIT (5)
[MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. LETTERHEAD]
May 8, 1996
United Bancorp, Inc.
205 East Chicago Blvd.
Tecumseh, Michigan 49286
Gentlemen:
With respect to the registration statement on Form S-8 (the
"Registration Statement") being filed today with the Securities and Exchange
Commission (the "Commission") by United Bancorp, Inc., a Michigan corporation
(the "Company"), for the purpose of registering under the Securities Act of
1933, as amended (the "Act"), 20,000 shares of the common stock, no par value,
of the Company (the "Registered Shares") that may be acquired under and
pursuant to the United Bancorp, Inc. Director Retainer Stock Plan (the "Plan")
by Plan participants, we, as your counsel, have examined such certificates,
instruments, and documents and have reviewed such questions of law as we have
considered necessary or appropriate for the purposes of this opinion, and, on
the basis of such examination and review, we advise you that, in our opinion:
1. The Registered Shares have been legally authorized.
2. When the Registration Statement has become effective and any
newly issued Registered Shares have been sold in accordance with the Plan and
paid for, said newly issued Registered Shares will be validly issued, fully
paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission.
Very truly yours,
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
<PAGE> 1
EXHIBIT (23)(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of United Bancorp, Inc. (the "Company") of our report dated January
19, 1996, on the financial statements included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995 filed pursuant to the
Securities Exchange Act of 1934, as amended.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Grand Rapids, Michigan
May 8, 1996
