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Previous: MANATRON INC, 10-K405, 1999-07-29 |
Next: MANATRON INC, 10-K405, 1999-07-29 |
EXHIBIT 3.2
(A Michigan Corporation)
BYLAWS
(As Amended Through
May 1999)
BYLAWS
TABLE OF CONTENTS
Page
| ARTICLE I - OFFICES | 1 |
| ARTICLE II - MEETINGS OF SHAREHOLDERS | 1 |
| ARTICLE III - DIRECTORS | 4 |
| ARTICLE IV - COMMITTEES OF DIRECTORS | 6 |
| Section 1. Executive Committee | 6 | |
| Section 2. Audit Committee | 7 | |
| Section 3. Compensation Committee | 7 | |
| Section 4. Nominating Committee | 7 | |
| Section 5. Other Committees | 7 | |
| Section 6. Committee Meetings | 7 |
| ARTICLE V - OFFICERS | 8 |
| ARTICLE VI - INDEMNIFICATION | 10 |
| ARTICLE VII - SUBSIDIARIES | 16 |
| Section 1. Subsidiaries | 16 | |
| Section 2. Subsidiary Officers Not Executive Officers | 17 |
| ARTICLE VIII - CERTIFICATES OF STOCK | 17 |
| ARTICLE IX - GENERAL PROVISIONS | 19 |
| Section 1. Dividends | 19 | |
| Section 2. Reserves | 19 | |
| Section 3. Checks | 19 | |
| Section 4. Fiscal Year | 19 | |
| Section 5. Seal | 20 |
| ARTICLE X - AMENDMENTS | 20 |
OF
MANATRON , INC .
OFFICES
MEETINGS OF SHAREHOLDERS
Section
2
.
Annual
Meetings
. An annual meeting of the shareholders shall be held each
year at such time on such business day as may be designated by the board, at
such hour as shall
be stated in the notice of the meeting, at which they shall elect by a
plurality vote the successors
of the class of directors to fill vacancies or newly created directorships, and
transact such other
business as may properly be brought before the meeting.
Section
3
.
Notice
of
Annual
Meeting
. Written notice of the annual meeting shall be
given personally or by mail to each shareholder entitled to vote thereat at
least twenty (20) days
before the date of the meeting. Attendance of a shareholder at a meeting shall
constitute a
waiver of notice, except when the shareholder attends a meeting for the express
purpose of
objecting, at the beginning of the meeting, to transaction of any business
because the meeting
is not lawfully called or convened.
Section 4 . Shareholder List . The officer or agent who has charge of the stock ledger of the corporation shall prepare and make before every meeting of shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged by class or series in alphabetical order, showing the address of and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during the whole time thereof, and may be inspected by any shareholder who is present.
Section
5
.
Special
Meetings
. Special meetings of the shareholders may be called by an
executive officer whenever directed by the Board of Directors, or by the Chief
Executive
Officer. Such request shall state the purpose of the proposed meeting.
Section
6
.
Notice
of
Special
Meetings
. Written notice of a special meeting of
shareholders, stating the time, place and object thereof, shall be given
personally or by mail to
each shareholder entitled to vote thereat, at least ten (10) days before the
date fixed for the
meeting.
Section
7
.
Quorum
. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at
all meetings of the shareholders for the transaction of business, except as
otherwise provided by
statute or by the Articles of Incorporation. 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.
Except when the holders of a class or series
of shares are entitled to vote separately on
an item of business, shares of all classes and series entitled to vote shall be
combined as a single
class and series for the purpose of determining a quorum. When the holders of
a class or series
of shares are entitled to vote separately on an item of business, shares of
that class or series
entitled to cast a majority of the votes of that class or series at a meeting
constitute a quorum of
that class or series at that meeting, unless a greater or lesser quorum is
provided by statute or
the Articles of Incorporation.
Section
8
.
Vote
Required
. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy
shall decide any question brought before such meeting, unless the question is
one upon which
by express provision of the statutes or of the Articles of Incorporation, a
different vote is
required, in which case such express provision shall govern and control the
decision of such
question.
Section 9 . Voting Rights . Except as otherwise provided by the Articles of Incorporation or the resolution or resolutions of the Board of Directors creating any class of stock, each shareholder shall at every meeting of shareholders be entitled to one (1) vote in person or by proxy for each share of the capital stock having voting power held by such shareholder. In all elections for directors the vote shall be taken by ballot. A proxy shall be valid only with respect to the particular meeting, or any adjournment or adjournments thereof, to which it specifically pertains.
Section
10
.
Conduct
of
Meetings
. Meetings of shareholders generally shall follow
accepted rules of parliamentary procedure, subject to the following:
(a) The chairman of the meeting shall have absolute authority over matters of procedure, and there shall be no appeal from the ruling of the chairman. If, in his absolute discretion, the chairman deems it advisable to dispense with the rules of parliamentary procedure as to any one (1) meeting of shareholders or part thereof, he shall so state and shall clearly state the rules under which the meeting or appropriate part thereof shall be conducted.(b) If disorder should arise which prevents the continuation of the legitimate business of the meeting, the chairman may quit the chair and announce the adjournment of the meeting; and upon his so doing, the meeting is immediately adjourned.
(c) The chairman may ask or require that anyone not a bona fide shareholder or proxy leave the meeting.
(d) A resolution or motion shall be considered for vote only if proposed by a shareholder or a duly authorized proxy and seconded by an individual who is a shareholder or a duly authorized proxy other than the individual who proposed the resolution or motion.
DIRECTORS
Section
2
.
Qualifications
of
Directors
. A director shall cease to be qualified as such on
December 31 of the year he attains the age of seventy (70) and no person will
be qualified for
election as a corporate director after he attains the age of seventy (70);
provided, however, with
the approval of the Board of Directors, past directors disqualified because of
age shall have the
privilege to attend future directors' meetings as a director emeritus, without
voting power and
with compensation to be fixed by the Board of Directors.
Section
3
.
Powers
. The business of the corporation shall be managed by its Board of
Directors, which may exercise all such powers of the corporation and do all
such lawful acts and
things as are not by statute or by the Articles of Incorporation or by these
Bylaws directed or
required to be exercised or done by the shareholders.
Section
4
.
Vacancies
. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled as provided in the
Articles of
Incorporation.
Section
5
.
Resignation
and
Removal
. Any director may resign at any time and such
resignation shall take effect upon receipt of written notice thereof by the
corporation, or at such
subsequent time as set forth in the notice of resignation. Any or all of the
directors may be
removed as provided in the Articles of Incorporation.
Section 6 . Compensation of Directors . Each director who is not a salaried officer of the corporation may receive as compensation for his services in that capacity such sums and such benefits as shall from time to time be determined by the Board of Directors, plus traveling expenses and other expenses necessary for attendance at regular or special meetings of the Board of Directors and committees of the board. Members of special or standing committees may be allowed like compensation for attending committee meetings. Nothing herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
Section
7
.
Places
of
Meetings
. The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Michigan.
Section
8
.
First
Meeting
of
Newly
Elected
Board
. The first meeting of each newly
elected Board of Directors shall be held following the annual meeting of
shareholders, and no
notice of such meeting shall be necessary to the newly elected directors in
order legally to
constitute the meeting, provided a quorum shall be present. In the event such
meeting is not held
immediately following the annual meeting of shareholders, the meeting may be
held at such time
and place as shall be specified in a notice given as hereinafter provided for
special meetings of
the Board of Directors, or as shall be specified in a written waiver signed by
all of the directors.
Section
9
.
Regular
Meetings
. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the
board.
Section
10
.
Special
Meetings
. Special meetings of the board may be called by the
Chairman, Chief Executive Officer, or Secretary or by any two (2) directors on
two (2) days'
notice to each director, either personally or by mail or by telegram.
Section
11
.
Purpose
Need
Not
be
Stated
. Neither the business to be transacted at nor
the purpose of any regular or special meeting of the Board of Directors need be
specified in the
notice of such meeting.
Section
12
.
Quorum
. At all meetings of the board a majority of the directors shall
constitute a quorum for the transaction of business, and the acts of a majority
of the directors
present at any meeting at which there is a quorum shall be acts of the Board of
Directors except
as may be otherwise specifically provided by statute 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
13
.
Action
Without
a
Meeting
. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, any action required or permitted to be taken at
any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting if, before
or after the action, all members of the board or of such committee, as the case
may be, consent
thereto in writing and such written consent is filed with the minutes or
proceedings of the board
or committee.
Section
14
.
Meeting
by
Telephone
or
Similar
Equipment
. The Board of Directors or any
committee designated by the Board of Directors may participate in a meeting of
such board or
committee, by means of conference telephone or similar communications equipment
by means
of which all persons participating in the meeting can hear each other, and
participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting.
Section
15
.
Written
Notice
. Notices to directors shall be in writing and delivered
personally or mailed to the directors at their addresses appearing on the books
of the corporation.
Notice by mail shall be deemed to be given at the time when the same shall be
mailed. Notice
to directors may also be given by telegram.
Section
16
.
Waiver
of
Notice
. Whenever any notice is required to be given under the
provisions of the statutes or of the Articles of Incorporation or of these
Bylaws, a waiver thereof
in writing, signed by the person or persons entitled to said notice, whether
before or after the
time stated therein, shall be deemed equivalent thereto. The attendance of a
director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting has not
been lawfully called or convened.
COMMITTEES OF DIRECTORS
occur. The Executive Committee shall have and may exercise the powers of the Board of Directors in the management of the business affairs and property of the corporation during the intervals between meetings of the Board of Directors, subject to law and to such limitations and control as the Board of Directors may impose from time to time.
Section
2
.
Audit
Committee
. The Audit Committee, if there be one, shall cause a
suitable examination of the financial records and operations of the corporation
and its
subsidiaries to be made by the internal auditor of the corporation. The Audit
Committee shall
also recommend to the Board of Directors the employment of independent
certified public
accountants to examine the financial statements of the corporation and its
subsidiaries; review
examination reports of the corporation and its subsidiaries prepared by
regulatory authorities;
and report to the Board of Directors at least once each calendar year.
Section
3
.
Compensation
Committee
. The Compensation Committee, if there be one,
shall review the personnel policies, plans and programs of the corporation,
including individual
salaries of executive officers, and submit recommendations to the Board of
Directors. The
Compensation Committee shall also recommend to the Board of Directors the
retainer and
attendance fee for nonemployee directors.
Section
4
.
Nominating
Committee
. The Nominating Committee, if there be one, shall
develop and recommend to the Board of Directors criteria for the selection of
candidates for
director, to seek out and receive suggestions concerning possible candidates,
to review and
evaluate the qualifications of possible candidates and to recommend to the
Board of Directors
candidates for vacancies occurring from time to time and for the slate of
directors to be proposed
on behalf of the Board of Directors at the annual meeting of shareholders. The
Nominating
Committee will consider nominees recommended by the shareholders, as properly
submitted to
the Secretary of the corporation.
Section
5
.
Other
Committees
. The Board of Directors may designate such other
committees as it may deem appropriate, and such committees shall exercise the
authority
delegated to them.
Section
6
.
Committee
Meetings
. Each committee provided for above shall meet as often
as its business may require and may fix a day and time each week or at other
intervals for
regular meetings, notice of which shall not be required. Whenever the day
fixed for a meeting
shall fall on a holiday, the meeting shall be held on the business day
following or on such other
day as the committee may determine. Special meetings of the committees may be
called by the
chairman of the committee or any two (2) members other than the chairman, and
notice thereof
may be given to the members by telephone, telegram or letter. A majority of its members shall constitute a quorum for the transaction of the business of any of the committees. A record of the proceedings of each committee shall be kept and presented to the Board of Directors.
OFFICERS
(a) Central Staff . The executive officers of the corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer who shall be appointed by the Board of Directors at its first meeting after each regular annual meeting of shareholders. The Board of Directors may also appoint such other officers as they may deem necessary. The dismissal of an officer, the appointment of an officer to fill the place of one who has been dismissed or has ceased for any reason to be an officer, the appointment of any additional officers, and the change of an officer to a different office may be made by the Board of Directors at any later meeting. Each officer shall hold office at the pleasure of the board. Any two (2) of the above offices, except those of the President and Vice President may be held by the same person.(b) Divisional Officers . The Board of Directors or the Chief Executive Officer may, as they shall deem necessary, designate certain individuals as divisional officers. Any titles so given to divisional officers may be withdrawn at any time with or without cause by the Board of Directors or the Chief Executive Officer.
Section
3
.
President
. The President shall, subject to the direction of the Board of
Directors, see that all orders and resolutions of the Board of Directors are
carried into effect, and
shall perform all other duties necessary or appropriate to his office, subject,
however, to his right
and the right of the directors to delegate any specific powers to any other
officer or officers of
the corporation. In the case of absence or inability to act of the Chairman of the Board or in the event the position of Chairman of the Board shall be vacant, the President shall exercise all of the duties and responsibilities of the Chairman of the Board. The President shall be an ex officio voting member of all standing committees designated by the Board of Directors except the Audit Committee.
Section
4
.
Chief
Executive
Officer
. The Chief Executive Officer, in addition to his
duties as Chairman of the Board or Officer in a President as the case may be,
shall have final
authority, subject to the control of the Board of Directors, over the general
policy and business
of the corporation and shall have the general control and management of the
business and affairs
of the corporation. The Chief Executive Officer shall have the power, subject
to the control of
the Board of Directors, to appoint, suspend, or discharge and to prescribe the
duties and to fix
the compensation of such agents and employees of the corporation, other than
the officers
appointed by the board, as he may deem necessary.
Section
5
.
Chief
Operating
Officer
. There may be elected a Chief Operating Officer who
shall, if elected, have general charge, control and supervision over the
administration and
operations of the corporation and shall have such other duties and powers as
may be imposed or
given by the Board of Directors. if no Chief Operating Officer is elected, the
duties and powers
of the Chief Operating Officer shall be performed by the Chief Executive
Officer.
Section
6
.
Vice
Presidents
. The Vice President or Vice Presidents shall perform such
duties and have such powers as the Chief Executive Officer or the Board of
Directors may from
time to time prescribe. The Board of Directors may at its discretion designate
one or more of
the Vice Presidents, Executive Vice Presidents or Senior Vice Presidents. Any
Vice President
so designated shall have such duties and responsibilities as the board shall
prescribe.
Section
7
.
Secretary
. The Secretary shall attend all meetings of he shareholders, and of
the Board of Directors and of the 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 appropriate. He shall give all notices required
or appropriate
pursuant to statute, bylaws, or resolution. He shall perform such other duties
as may be
delegated to him by the Board of Directors or by the Executive Committee.
Section
8
.
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 depositories as may be designated for that purpose by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and directors at the regular meetings of the board, and whenever requested by them, an account of all his transactions as Treasurer and of the financial condition of the corporation. if required by the Board of Directors he shall deliver to the Chief Executive Officer of the corporation, and shall keep in force a bond in form, amount and with a surety or sureties satisfactory to the Board of Directors, conditioned for faithful performance of the duties of his office, and for restoration to the corporation in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and property of whatever kind in his possession or under his control belonging to the corporation.
Section
9
.
Assistant
Secretary
and
Assistant
Treasurer
. There may be elected an
Assistant Secretary and Assistant Treasurer who shall, in the absence,
disability or nonfeasance
of the Secretary or Treasurer, perform the duties and exercise the powers of
such persons
respectively.
Section
10
.
Other
Officers
. All other officers, as may from time to time be appointed
by the Board of Directors pursuant to Paragraph (a) of Section 1 of this
Article V, shall perform
such duties and exercise such authority as the Board of Directors shall
prescribe. All divisional
officers, as may from time to time be appointed by the Board of Directors or
the Chief Executive
Officer pursuant to Paragraph (b) of Section 1 of this Article V, shall perform
such duties and
exercise such authority as the Board of Directors or the Chief Executive
Officer shall prescribe.
INDEMNIFICATION
corporation or its shareholders and, with respect to a criminal action or proceeding, the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an 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 that the person 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, had reasonable cause to believe that his or her conduct was unlawful.
Section
2
.
Indemnification
in
Action
by
or
in
Right
of
the
Corporation
. The corporation
shall indemnify any director or executive officer, and may indemnify any other
person, who was
or is a party or is threatened to be made a party to any 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 the person 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 for profit, against expenses, including
attorney fees and
amounts paid in settlement actually and reasonably incurred by the person in
connection with the
action or suit, 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.
Indemnification shall not be made for a claim, issue, or matter in which the
person shall have
been found liable to the corporation except to the extent authorized by statute.
Section
3
.
Expenses
. To the extent that a director, officer, employee, or agent of the
corporation has been successful on the merits or otherwise in defense of an
action, suit, or proceeding
referred to in Section 1 or 2 of this Article, or in defense of a claim, issue,
or matter
in the action, suit, or proceeding, the corporation shall indemnify that person
against actual and
reasonable expenses, including attorney fees that person incurred in connection
with the action,
suit, or proceeding and an action, suit, or proceeding brought to enforce the
mandatory indemnification
provided in this Section.
Section
4
.
Determination
,
Evaluation
,
and
Authorization
of
Indemnification
.
(a) Except as otherwise provided in Subsection (e) of this Section, Section 6 of this Article, or unless ordered by a court, the corporation shall make an indemnification under Section 1 or 2 of this Article only upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1 or 2 of this Article and upon an evaluation of the reasonableness of expenses and amounts paid in settlement. This determination and evaluation may be made in any of the following ways:Section 5 . Advances .
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(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.(b) In the designation of a committee under Subsection (a)(2) or in the selection of independent legal counsel under Subsection (a)(3)(B), all directors may participate.(2) If a quorum cannot be obtained under Subsection (1) above, by majority vote of a committee duly designated by the Board of Directors and consisting solely of two or more directors not at the time parties or threatened to be made parties to the action, suit, or proceeding.
(3) By independent legal counsel in a written opinion, which counsel shall be selected in one of the following ways:
(A) By the Board of Directors or its committee in the manner prescribed in Subsections (1) or (2) above.(4) By all "independent directors" (as that term is defined in the Michigan Business Corporation Act) who are not parties or threatened to be made parties to the action, suit, or proceeding.(B) If a quorum of the Board of Directors cannot be obtained under Subsection (1) above and a committee cannot be designated under Subsection (2) above, by the Board of Directors.
(5) By the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted.
(c) If a person is entitled to indemnification under Section 1 or 2 for a portion of expenses, including reasonable attorney fees, judgments, penalties, fines, and amounts paid in settlement, but not for the total amount, 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.
(d) The corporation shall authorize payment of indemnification under this section in one of the following ways:
(1) By the Board of Directors in one of the following ways:(e) To the extent that the Articles of Incorporation include a provision eliminating or limiting the liability of a director pursuant to Section 209(1)(c) of the Michigan Business Corporation Act, the corporation shall indemnify a director for the expenses and liabilities described in this Subsection without a determination that the director has met the standard of conduct set forth in Sections 1 or 2 of this Article, but no indemnification shall be made except to the extent authorized in Section 564c of the Michigan Business Corporation Act if the director received a financial benefit to which he or she was not entitled, intentionally inflicted harm on the corporation or its shareholders, violated Section 551 of the Michigan Business Corporation Act, or intentionally committed a criminal act. In connection with an action or suit by or in the right of the corporation as described in Section 2 of this Article, indemnification under this Subsection shall be for expenses, including attorneys' fees, actually and reasonably incurred. In connection with an action, suit, or proceeding other than an action, suit, or proceeding by or in the right of the corporation, as described
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Table of Contents
(A) If there are two or more directors who are not parties or threatened to be made parties to the action, suit, or proceeding, by a majority vote of all directors who are not parties or threatened to be made parties, a majority of whom shall constitute a quorum for this purpose.(2) By the shareholders, but shares held by directors, officers, employees, or agents who are parties or threatened to be made parties to the action, suit, or proceeding may not be voted on the authorization.(B) By a majority of the members of a committee of two or more directors who are not parties or threatened to be made parties to the action, suit, or proceeding.
(C) If the corporation has one or more independent directors who are not parties or threatened to be made parties to the action, suit, or proceeding, by a majority vote of all independent directors who are not parties or are threatened to be made parties, a majority of whom shall constitute a quorum for this purpose.
(D) If there are no independent directors and less than two directors who are not parties or threatened to be made parties to the action, suit, or proceedings, by the vote necessary for action by the board in accordance with Section 523 of the Michigan Business Corporation Act, in which authorization all directors may participate.
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Table of Contentsin Section 1 of this Article, indemnification under this Subsection shall be for expenses, including attorneys' fees, actually and reasonably incurred, and for judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred.
(a) The corporation shall pay or reimburse the reasonable expenses incurred by a director or executive officer, and may pay or reimburse the reasonable expenses incurred by any other employee or agent, who is a party or threatened to be made a party to an action, suit, or proceeding before final disposition of the proceeding if both of the following apply:
(1) The person furnishes the corporation a written affirmation of the person's good faith belief that he or she has met the applicable standard of conduct set forth in Section 1 or 2 of this Article.(b) The undertaking required by Subsection (a)(2) above must be an unlimited general obligation of the person, but need not be secured and may be accepted without reference to the financial ability of the person to make repayment.(2) The person furnishes the corporation a written undertaking, executed personally or on the person's behalf, to repay the advance if it is ultimately determined that the person did not meet the standard of conduct set forth in Section 1 or 2 of this Article.
(c) Determinations and evaluations under this Section shall be made in the manner specified in Section 4(a) above, and authorizations shall be made in the manner specified in Section 4(d) above.
(d) A provision in the Articles of Incorporation or Bylaws, a resolution of the Board of Directors or shareholders, or an agreement making indemnification mandatory shall also make the advancement of expenses mandatory unless the provision, resolution, or agreement specifically provides otherwise.
indemnification or advancement of expenses may be entitled under the Articles of Incorporation, these Bylaws, or a contractual agreement. The total amount of expenses advanced or indemnified from all sources combined may not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided in Sections 1 through 6 of this Article continues as to a person who ceases to be a director, officer, employee, or agent and shall inure to the benefit of the person's heirs, executors, and administrators.
Section
7
.
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, partner,
trustee, employee,
or agent of another corporation, partnership, joint venture, trust, or other
enterprise against any
liability asserted against the person and incurred by the person in any such
capacity or arising
out of the person's status as such, whether or not the corporation would have
power to indemnify
the person against the liability under Sections 1 through 6 of this Article.
To the extent that the
Articles of Incorporation include a provision eliminating or limiting the
liability of a director
pursuant to Section 209(1)(c) of the Michigan Business Corporation Act, the
corporation may
purchase insurance on behalf of a director from an insurer owned by the
corporation, but
insurance purchased from that insurer may insure a director against monetary
liability to the
corporation or its shareholders only to the extent that the corporation could
indemnify the
director under Section 4(e) of this Article.
Section
8
.
Constituent
Corporation
. For the purposes of this Article, "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 with respect to
the resulting or
surviving corporation as the person would if the person had served the
resulting or surviving
corporation in the same capacity.
Section
9
.
Savings
Clause
. If this Article or any portion thereof shall be invalidated on
any ground by any court of competent jurisdiction, the corporation shall
nevertheless indemnify
each director, executive officer or other person whose indemnification is
authorized by the Board
of Directors as to expenses, including attorneys' fees, judgments, fines and
amounts paid in
settlement with respect to any action, suit or proceeding, whether civil
criminal, administrative
or investigative, including a grand jury proceeding and an action by the
corporation, to the full
extent permitted by any applicable portion of this Article VI that shall not
have been invalidated
or by any other applicable law.
Section 10 . Definitions . For purposes of this Article VI, "other enterprise" shall include an employee benefit plan; "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, partner, trustee, employee, or agent of the corporation, which imposes duties on, or involves services by the director, officer, employee, or agent with respect to any 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 interest of the corporation or its shareholders" as referred to in Sections 1 and 2 of this Article.
Section
11
.
Construction
. It is the intent of this Article VI to grant to the directors and
executive officers of the corporation (and such other persons as the Board of
Directors may
designate) the broadest indemnification permitted under the laws of the State
of Michigan, as the
same may be amended from time to time, and this Article shall be liberally
construed to give
effect to such intent. The corporation further intends, acknowledges, and
agrees that all of the
corporation's directors and executive officers have undertaken and will
undertake the
performance of their duties and obligations in reliance upon the
indemnification provided for in
this Article VI, and accordingly, such rights of indemnification may not be
retroactively reduced
or abolished as to any such director or executive officer without the written
consent of such
person.
SUBSIDIARIES
them as the directors of such subsidiary corporation, and such directors shall have no liability to the corporation as the result of any action taken in accordance with such instructions.
Section
2
.
Subsidiary
Officers
Not
Executive
Officers
. The officers of any subsidiary
corporation, shall not, by virtue of holding such title and position, be deemed
to be executive
officers of the corporation, nor shall any such officer of a subsidiary
corporation, unless he shall
also be a director or executive officer of the corporation, be entitled to have
access to any files,
records or other information relating or pertaining to the corporation, its
business and finances,
or to attend or receive the minutes of any meetings of the Board of Directors
or any committee
of the corporation, except as and to the extent expressly authorized and
permitted by the Board
of Directors or the Chief Executive Officer.
CERTIFICATES OF STOCK
Section
2
.
Facsimile
Signature
. Where a certificate is signed (1) by a transfer agent or
an assistant transfer agent, or (2) by a transfer clerk acting on behalf of the
corporation and a
registrar, the signature of any such Chairman, President, Vice President,
Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary may be a facsimile. In case any
officer, transfer
agent, or registrar who has signed, or whose facsimile signature has been
placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate
is issued, it may be issued by the corporation with the same effect as if he
were such officer,
transfer agent or registrar at the date of issue.
Section
3
.
Lost
Certificates
. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the
corporation alleged to have been lost or destroyed, upon the making of an
affidavit of that fact
by the person claiming the certificate of stock to be lost or destroyed. When
authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.
Section
4
.
Transfers
of
Stock
. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence
of succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue
a new certificate to the person entitled thereto, cancel the old certificate
and record the
transaction upon its books.
Section
5
.
Fixing
of
Record
Date
by
Board
. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders,
or any adjournment
thereof, or to express consent to or dissent from any corporate action in
writing without a
meeting, or for the purpose of determining shareholders entitled to receive
payments of any
dividend or the distribution or allotment of any rights or evidences of
interests arising out of any
change, conversion or exchange of capital stock, or for the purpose of any
other action, the
Board of Directors may fix, in advance, a date as the record date for any such
determination of
shareholders. Such date shall not be more than sixty (60) days nor less than
ten (10) days before
the date of any such meeting, nor more than sixty (60) days prior to any other
action. Only
shareholder of record on a record date so fixed shall be entitled to notice of,
and to vote at, such
meeting or to receive payment of any dividend or the distribution or allotment
of any rights or
evidences of interests arising out of any change, conversion or exchange of
capital stock.
Section
6
.
Provision
for
Record
Date
in
the
Absence
of
Board
Action
. If a record date
is not fixed by the Board of Directors: (a) the record date for determination
of shareholders
entitled to notice of or to vote at a meeting of shareholders shall be the
close of business on the
day next preceding the day on which notice is given, or, if no notice is given,
the day next
preceding the day on which the meeting is held; and (b) the record date for
determining
shareholders entitled to express consent to corporate action in writing,
without a meeting, when
no prior action by the Board of Directors is necessary, shall be the day on
which the first written
consent is expressed; and (c) the record date for determining shareholders for
any other purpose
shall be the close of business on the day on which the resolution of the board
relating thereto is
adopted.
Section 7 . Adjournments . When a determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders has been made as provided in this Article, the determination applies to any adjournment of the meeting, unless the board fixes a new record date for the adjourned meeting.
Section
8
.
Registered
Shareholders
. The corporation shall be entitled to recognize the
exclusive rights of a person registered on its books as the owner of shares to
receive dividends,
and to vote as such owner, and shall not be bound to recognize any equitable or
other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Michigan.
GENERAL PROVISIONS
Section
2
.
Reserves
. Before payment of any dividends, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time
to time, in their absolute discretion, think proper as reserve or reserves to
meet contingencies,
or for equalizing dividends, or for repairing or maintaining any property of
the corporation, or
for such other purpose as the directors shall think conducive to the interest
of the corporation,
and the directors may modify or abolish any such reserve in the manner in which
it was created.
Section
3
.
Checks
. All checks or demands for money and notes of the corporation shall
be signed by such officer or officers or such other person or persons as the
Board of Directors
may from time to time designate.
Section
4
.
Fiscal
Year
. The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.
Section 5 . Seal . The corporate seal shall have inscribed thereon the name of the corporation, and the words "Corporate Seal, Michigan". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.
AMENDMENTS
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