<PAGE> 1
Registration No. 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CAPITAL DIRECTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 38-2781737
(State of Incorporation) (IRS Employer Identification No.)
322 SOUTH JEFFERSON STREET
MASON, MICHIGAN 48854
(Address of Principal Executive Offices)
CAPITAL DIRECTIONS, INC.
INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
<TABLE>
<S> <C>
TIMOTHY P. GAYLORD Copy to:
PRESIDENT AND CHIEF EXECUTIVE OFFICER David E. Riggs, Esq.
CAPITAL DIRECTIONS, INC. Howard & Howard Attorneys, P.C.
322 SOUTH JEFFERSON STREET Suite 400
MASON, MICHIGAN 48854 107 West Michigan Avenue
(517) 676-0500 Kalamazoo, Michigan 49007
(Name, Address and Telephone Number of Agent for Service)
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered per Share Offering Price Fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 20,000
$5 par value shares(1) $43.75(2) $875,000 $265.15(2)
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
1
Plus (in accordance with Rule 416) an indeterminate number of additional
shares as may be issuable in the event of an adjustment as a result of an
increase in the number of issued shares of Common Stock of the Registrant
resulting from a subdivision of such shares, the payment of stock dividends or
certain other capital adjustments as provided in the above-referenced Incentive
Stock Option Plan.
2
Estimated in accordance with Rules 457(h) and (c) solely for the purpose of
calculating the amount of the registration fee, based on the $43.75 average of
the closing bid and asked prices reported for the Registrant's Common Stock on
July 28, 1997.
<PAGE> 2
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Registrant (File No. 33-20417) pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference:
(1) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996;
(2) the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997; and
(3) the information contained in the Registrant's definitive Proxy
Statement dated April 28, 1994 relating to its 1993 Annual Meeting of
shareholders under the heading "Federal Income Tax Consequences" within the
section titled "(2) Approval of Capital Directions, Inc. Incentive Stock
Option Plan".
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Registration
Statement and 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 a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities being offered is common stock, $5 par value.
Holders of the Registrant's common stock are entitled to receive dividends if
and when declared by the Board of Directors out of any funds legally available
therefor. Holders of the Registrant's common stock are entitled to receive pro
rata upon liquidation, dissolution or winding up all of the assets of the
Registrant remaining after provision for the payment of creditors. Holders of
the Registrant's common stock are vested with exclusive voting rights, each
share being entitled to one vote. Holders of the Registrant's common stock
have no cumulative voting rights in electing directors and no preemptive rights
to subscribe for any additional shares of capital stock which the Registrant
may issue. The Registrant's common stock is neither convertible nor
redeemable. All outstanding shares of the Registrant's common stock are fully
paid and nonassessable and have no tandem shareholder rights.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Sections 551 and 561 through 571 of the Michigan Business Corporation
Act (the "Act") and Article VI of the Registrant's Restated Articles of
Incorporation, as amended ("Articles") relate to liability of the Registrant's
directors for corporation actions and indemnification of the Registrant's
directors and officers, among others, in a variety of circumstances against
liabilities arising in connection with the performance of their duties. The
Registrant's Articles generally permit indemnification to the same extent
provided by the Act.
The Act provides for indemnification of directors and officers acting
in good faith and in a manner they reasonably believe to be in or not opposed
to the best interest of the Registrant (and, if a criminal proceeding, who have
no reasonable cause to believe their conduct to be unlawful) against (i)
expenses (including attorney's fees) and amounts paid in settlement actually
and reasonably incurred in connection with any threatened, pending, or
completed action, suit or proceeding (other than an action by, or in the right
of the Registrant) arising out of a position with the Registrant (or with some
other entity at the Registrant's request) and (ii) expenses (including
attorney's fees) and amounts paid in settlement actually and reasonably
incurred in connection with threatened, pending, or completed actions or suits
by or in the right of the Registrant, unless the director or officer is found
liable to the Registrant and an appropriate court does not determine that he or
she is nevertheless fairly and reasonably entitled to indemnity. The Act
requires indemnification for expenses to the extent that a director or officer
is successful in defending against any such action, suit or proceeding, and
otherwise requires in general that the indemnification provided for in (i) and
(ii) above be made only on a determination by a majority vote of a quorum of
the Board of Directors who were not parties to or threatened to be made parties
to the action, suit, or proceeding, by a majority vote of a committee of not
less than two disinterested directors, by independent legal counsel, by all
independent directors not parties to or threatened to be made parties to the
action, suit or proceeding, or by the shareholders, that the applicable
standards of conduct were met. In certain circumstances, the Act further
permits advances to cover such expenses before a final determination that
indemnification is permissible, upon receipt of an undertaking, which need not
be secured, by or on behalf of the directors or officers to repay such amounts
unless it shall ultimately be determined that they are entitled to
indemnification.
Indemnification under the Act is not exclusive of other rights to
indemnification to which a person may be entitled under the Articles, the
Bylaws or a contractual agreement.
The Act permits the Registrant to purchase insurance on behalf of its
directors and officers against liabilities arising out of their positions with
the Registrant, whether or not such liabilities would be within the foregoing
indemnification provisions. Pursuant to this authority, the Registrant
maintains such insurance on behalf of its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
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<PAGE> 4
ITEM 8. EXHIBITS
The following Exhibits are filed or incorporated by reference as part
of this Registration Statement:
3. (a) Restated Articles of Incorporation of Capital Directions, Inc.
(b) Amendment to Restated Articles of Incorporation of Capital
Directions, Inc.
(c) By-Laws of Capital Directions, Inc.
5. Opinion and Consent of Howard & Howard Attorneys, P.C.
15. Not applicable.
23. (a) Consent of Crowe, Chizek and Company, LLP.
(b) Consent of Howard & Howard Attorneys, P.C. (incorporated by
reference to Exhibit 5 to this Registration Statement).
24. Not applicable.
99. Capital Directions, Inc. Incentive Stock Option Plan (incorporated by
reference to Appendix A of the Registrant's definitive proxy statement
dated March 18, 1994, File No. 33-20417)
ITEM 9. UNDERTAKINGS
(a) 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;
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement
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<PAGE> 5
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 Exchange Act that are incorporated
by reference in this 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933 (the "Securities Act"), each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference
in this 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, directors and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the
Securities Act 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE> 6
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
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 Mason, State of Michigan, on June 18, 1997.
CAPITAL DIRECTIONS, INC.
By: /s/ Timothy P. Gaylord
---------------------------------------
Timothy P. Gaylord
President and Chief Executive Officer
POWER OF ATTORNEY
The undersigned officers and directors of Capital Directions, Inc., a
Michigan corporation, do hereby constitute and appoint Douglas W. Dancer,
Gerald W. Ambrose, and Timothy P. Gaylord, and each of them, the lawful
attorneys and agents or attorney and agent, with power and authority to do any
and all acts and things and to execute any and all instruments which said
attorneys and agents, and any one of them, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre- effective and
post-effective, and supplements to this Registration Statement and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereto, and each of the
undersigned hereby ratifies and confirms all that said attorneys and agents or
any of them shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the 18th day of June, 1997.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 18th day of June, 1997.
/s/ Timothy P. Gaylord
- --------------------------- Director, President and Chief Executive
Timothy P. Gaylord Officer (Principal Executive Officer)
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<PAGE> 7
/s/ Robert G. Kennedy
- --------------------------- Treasurer (Principal Financial
Robert G. Kennedy and Accounting Officer)
/s/ Douglas W. Dancer
- --------------------------- Director
Douglas W. Dancer
/s/ George A. Sullivan
- --------------------------- Director
George A. Sullivan
/s/ Marvin B. Oesterle
- --------------------------- Director
Marvin B. Oesterle
/s/ Paula Johnson
- --------------------------- Director
Paula Johnson
/s/ Terry Shultis
- --------------------------- Director
Terry Shultis
/s/ Gerald W. Ambrose
- --------------------------- Director
Gerald W. Ambrose
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<PAGE> 8
EXHIBIT INDEX
NUMBER
3(a) Restated Articles of Incorporation
3(b) Amendment to Restated Articles of Incorporation
3(c) By-Laws
5 Opinion of Howard & Howard Attorneys, P.C., including Consent
23(a) Consent of Crowe, Chizek and Company, LLP
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<PAGE> 1
EXHIBIT 3(a)
CAPITAL DIRECTIONS, INC.
RESTATED ARTICLES OF INCORPORATION
ADOPTED ON FEBRUARY 10, 1988
ARTICLE I
The name of the corporation is: Capital Directions, Inc.
ARTICLE II
The purpose or purposes for which the corporation is organized are:
To engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan, including, without
limiting the foregoing, operation as a bank holding company.
ARTICLE III
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<S> <C> <C> <C> <C>
1. Common shares 300,000 Par Value Per Share $5.00
Preferred shares None Par Value Per Share $
-------
</TABLE>
and/or shares without par value as follows:
<TABLE>
<S> <C> <C> <C> <C>
2. Common shares None Stated Value Per Share $
-------
Preferred shares None Stated Value Per Share $
-------
</TABLE>
3. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:
None
ARTICLE IV
1. The address of the current registered office is:
322 South Jefferson, Mason, Michigan 48854
2. The mailing address of the current registered office if different than
above:
Same
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<PAGE> 2
3. The name of the current resident agent is:
Terry Shultis
ARTICLE V
When a compromise or arrangement or a plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them,
a court of equity jurisdiction within the state, on application of this
corporation or of a creditor or shareholder thereof, or on application of a
receiver appointed for the corporation, may order a meeting of the creditors or
class of creditors or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization, to be
summoned in such manner as the court directs. If a majority in number
representing 3/4 in value of the creditors or class of creditors, or of the
shareholders or class of shareholders to be affected by the proposed compromise
or arrangement or a reorganization, agree to a compromise or arrangement or a
reorganization of this corporation as a consequence of the compromise or
arrangement, the compromise or arrangement and the reorganization, if
sanctioned by the court to which the application has been made, shall be binding
on all the creditors or class of creditors, or on all the shareholders or class
of shareholders and also on this corporation.
ARTICLE VI
1. A director is not personally liable to the Corporation or its
shareholders for monetary damages for a breach of the director's fiduciary
duty. However, this provision does not eliminate or limit the liability of a
director for 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 knowing violation of law.
(c) A transaction from which the director derived an
improper personal benefit.
(d) Declaration of a dividend or distribution of assets
of the Corporation, purchase of shares of the Corporation, or making a
loan to an officer, director, or employee of the Corporation in
violation of an applicable statute or the Corporation's articles or
bylaws, unless the director acted in good faith and with that degree
of diligence, care and skill which an ordinarily prudent person would
exercise under similar circumstances in a like position; provided,
that in discharging his or her duties, a director, when acting in good
faith, may rely on the opinion of counsel of the Corporation, upon the
report of an independent appraiser selected with reasonable care by
the board, or upon financial statements of the Corporation represented
to him or her as correct by the president or officer of the
Corporation having charge of the books of account or stated in a
written report by an independent public or certified public
<PAGE> 3
accountant or firm of such accountants fairly to reflect the financial
condition of the Corporation.
2. The Corporation has the power to 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 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 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 or her in connection
with the action, suit, or 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 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 which 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, had
reasonable cause to believe that his or her conduct was unlawful.
3. The Corporation has the power to 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 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 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
settlement 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.
However, indemnification shall not be made for a claim, issue, or matter in
which the 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, the person is fairly and reasonably
entitled to indemnification for the expenses which the court considers proper.
4. (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 an action, suit, or proceeding referred to in
section 2 or 3 above, or in defense of a claim, issue, or matter in
the action, suit, or proceeding, he or she shall be indemnified
against expenses, including actual and reasonable attorneys' fees,
incurred by him or her in connection with the action, suit, or
proceeding and an action, suit, or proceeding brought to enforce the
mandatory indemnification provided in this subsection.
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<PAGE> 4
(b) An indemnification under section 2 or 3, 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 or she has met the applicable standard
of conduct set forth in section 2 or 3. This determination shall be
made in any of the following ways:
(i) By a majority vote of a quorum of the board
consisting of directors who were not parties to the
action, suit, or proceeding.
(ii) If the quorum described in subdivision (i) is not
obtainable, then by a majority vote of a committee of
directors who are not parties to the action. The
committee shall consist of not less than two
disinterested directors.
(iii) By independent legal counsel in a written opinion.
(iv) By the shareholders.
(c) If a person is entitled to indemnification under
section 2 or 3 for a portion of expenses including attorneys' fees,
judgments, 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.
5. Expenses incurred in defending a civil or criminal action,
suit, or proceeding described in section 2 or 3 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 the person
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.
6. (a) The indemnification or advancement of expenses
provided under sections 2 to 5 is not exclusive of other rights to
which a person seeking indemnification or advancement of expenses may
be entitled under the articles of incorporation, bylaws, 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.
(b) The indemnification provided for in sections 2 to 5
continues as to a person who ceases to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of the person.
7. The Corporation shall have power to 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, whether for profit or
not,
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<PAGE> 5
against any liability asserted against him or her and incurred by him or her in
any such capacity or arising out of his or her status as such, whether or not
the Corporation would have the power to indemnify him or her against such
liability under the provisions of this Article.
8. For purposes of sections 2 to 7 'corporation' includes all
constituent corporations absorbed in a consolidation or merge 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 he or
she had served the resulting or surviving corporation in the same capacity.
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<PAGE> 1
EXHIBIT 3(b)
CAPITAL DIRECTIONS, INC.
AMENDMENT TO RESTATED ARTICLES OF INCORPORATION
Article III of the Articles of Incorporation is hereby amended to read as
follows:
Common Shares: 1,300,000. Par Value Per Share: $5.00.
<PAGE> 1
EXHIBIT 3(c)
BY-LAWS
OF
CAPITAL DIRECTIONS, INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office shall be in the
City of Mason, County of Ingham, 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 the registered office or such other place,
either within or without the State of Michigan, as may be determined from time
to time by the board of directors.
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 shall be held on the fourth Thursday of April,
if not a legal holiday, and if a legal holiday, then on the next business day
following, or at such other date as shall be determined from time to time by
the board of directors. 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. NOTICE OF MEETING OF SHAREHOLDERS. Except as otherwise
provided in the Michigan Business Corporation Act (herein called the "Act"),
written notice of the time, place, and purposes of a meeting of shareholders
shall be given not less than ten (10) nor more than sixty (60) 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 4. LIST OF SHAREHOLDERS ENTITLED TO VOTE. The officer or
agent having charge of the stock transfer books for shares of the corporation
shall make and certify a complete list of the shareholders entitled to vote at
a shareholders' meeting or any adjournment thereof. The list shall:
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<PAGE> 2
(a) Be arranged alphabetically within each class and series, with
the address of, and the number of shares held by, each
shareholder.
(b) Be produced at the time and place of the meeting.
(c) Be subject to inspection by any shareholder during the whole
time of the meeting
(d) Be prima facie evidence as to who are the shareholders
entitled to examine the list or to vote at the meeting.
SECTION 5. SPECIAL MEETING OF SHAREHOLDERS. 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 ten (10) shareholders owning, in the
aggregate, not less than twenty percent (20%) of all the shares 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, time, place, 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. Any action taken without a meeting, without prior notice, and without
a vote if a consent, in writing, setting forth the action taken, is signed by
the holders of all of the outstanding shares entitled to vote on the matter.
SECTION 6. QUORUM OF SHAREHOLDERS. Unless a greater or lessor quorum
is provided in the Articles of Incorporation, in a by-law 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.
SECTION 7. PARTICIPATION BY TELEPHONIC MEANS. A shareholder may
participate in a meeting of shareholders by a conference telephone or similar
communications equipment by which all persons participating in the meeting may
hear each other if all participants are advised of the communications equipment
and the names of the participants in the conference are divulged to all
participants. Participation in a meeting pursuant to this section constitutes
presence in person at the meeting.
SECTION 8. VOTE OF SHAREHOLDERS. Each outstanding share is 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
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
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shareholders or an adjournment thereof, or to express consent to 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 (60) nor less than ten (10) days before the date of the
meeting, nor more than sixty (60) 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 meeting of shareholders shall be the close
of business on the day next preceding the day on which notice is given, 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 (c) shall be the close of business on 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 must state
its duration but, in any case, a proxy is not valid after the expiration of
three years from its date.
SECTION 11. INSPECTORS OF ELECTION
(a) 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.
(b) 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 determine 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 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 prima facie evidence of the facts stated and
of the vote as certified by the inspectors.
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ARTICLE III
DIRECTORS
SECTION 1. NUMBER AND TERM OF DIRECTORS; VACANCIES
(a) Number of Directors; Filling of Vacancies. The Board of
Directors of this corporation shall consist of up to nine members, seven of
whom shall be elected by the shareholders at the annual meeting. The Board so
elected may in its discretion at any time fill the two remaining directorships
or any other vacancies which shall occur on the Board for the current year by
appointment; provided, however, that whenever a vacancy or vacancies reduce the
membership of the Board to less than five in number, the remaining directors
shall forthwith fill such vacancy or vacancies in order to maintain a board of
at least five directors.
(b) A director shall hold office for the term for which he is
elected and until his successor is elected and qualified, or until his
resignation or removal.
SECTION 2. REMOVAL. A director or the entire board may be removed at
any time, with or without cause, by vote of the holders of a majority of the
shares entitled to vote at an election of directors.
SECTION 3. 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.
SECTION 4. 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 of Incorporation.
SECTION 5. LOCATION OF MEETINGS. Regular or special meetings of the
board of directors may be held either within or without the state of Michigan.
SECTION 6. ANNUAL/ORGANIZATION MEETING OF BOARD. The first meeting
of each newly elected board of directors shall be held at the place of holding,
and immediately following the annual meeting of shareholders. The purpose of
that meeting shall be the election of officers and transaction of any other
business properly brought before it, provided that the organization meeting in
any year may be held at a different time and place than that herein provided by
a consent of a majority of the directors of such new board. No notice of such
meeting shall be necessary to the newly elected directors in order 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 7. REGULAR MEETING OF THE 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.
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SECTION 8. SPECIAL MEETING OF THE BOARD. Special meetings of the
board of directors may be called by the chief executive officer, the chairman
of the board, or by twenty-five percent (25%) of the persons then comprising
the board of directors, at any time by means of written, telephonic, or
telegraphic notice of the time and place thereof to each director, given not
less than twenty-four (24) hours before the time such special meeting is to be
held.
SECTION 9. COMMITTEES OF DIRECTORS
(a) The Chairman of the Board, subject to the consent of the
Board, may designate one or more committees and members of each committee, 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 of 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.
(b) A committee, and each member thereof, shall serve at the
pleasure of the Board.
(c) Any committee, to the extent provided in the resolution of the
board of directors creating it, may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation. However, a committee does not have the power or authority to: (i)
Amend the Articles of Incorporation. (ii) Adopt an agreement of merger or
consolidation. (iii) Recommend to the shareholders the sale, lease, or
exchange of all or substantially all of the corporation's property and assets.
(iv) Recommend to the shareholders a dissolution of the corporation or a
revocation of a dissolution. (v) Amend the by-laws of the corporation. (vi)
Fill vacancies in the board of directors. (vii) Fix compensation of the
directors serving on the board or on a committee.
(d) Unless the resolution of the board of directors creating a
committee or the Articles of Incorporation expressly so provides, a committee
does not have the power or authority to declare a dividend or to authorize the
issuance of stock.
SECTION 10. QUORUM AND REQUIRED VOTE OF BOARD AND COMMITTEES. A
majority of the 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. Amendment of these By-laws by the board
requires the vote of not less than a majority of the members of the board then
in office. 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 11. COMPENSATION OF DIRECTORS. The board of directors, by
affirmative vote of a majority of directors in office irrespective of any
personal interest of any
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of them, may establish reasonable compensation of directors for services to the
corporation as directors or officers.
SECTION 12. PARTICIPATION IN MEETING BY TELEPHONIC MEANS. 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 13. DIRECTOR ABSENTEEISM. No director shall be absent for
more than four (4) consecutive regular meetings of the Board, unless such
Director may have been excused from attendance by the Board due to illness or
accident or other compelling reason. If in violation of this Section, a
Director shall submit his/her resignation and/or be removed from the Board.
SECTION 14. RETIRING DIRECTOR. Whenever an inside Director retires
or is relieved of his/her duties at Mason State Bank his membership on the
Board of Directors may be terminated by the Board. No person shall be eligible
for election or re-election as a member of the board of directors after the
regularly scheduled annual shareholders' meeting following his/her seventieth
(70th) birthday.
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 By-laws, it shall be given
in writing, except as otherwise provided in the Act, to such director or
shareholder at the address designated by him/her for that purpose or, if none
is designated, at his/her last 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 first class mail except where otherwise provided
in the Act or applicable law. Written notice may also be given in person or by
telegram, 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 transmit such notice. The business to be transacted at and the
purpose of a special meeting of the board of directors must be specified in the
notice of the meeting.
SECTION 2. WAIVER OF NOTICE. When, under the Act or the Articles of
Incorporation or these By-laws, 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 case of a shareholder, by
his/her attorney-in-fact, submits a signed waiver of such requirements.
Neither the business to be transacted at, nor the
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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 at a meeting
constitutes a waiver of notice of such meeting, except when the person or
director attends 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. Officers serve at the pleasure of the board of
directors and an officer elected or appointed by the board of directors may be
removed by the board with or without cause at any time. The board's power to
elect, appoint, and remove directors can be delegated to any member or
committee of the board. 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 or remain open, at
the discretion of the board of directors, except that vacancies in the office
of President, Secretary, and Treasurer must be filled by action of the board of
directors.
SECTION 4. CHIEF EXECUTIVE OFFICER-PRESIDENT. At the first meeting
of each newly-elected board of directors, the board shall designate the
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 meeting of the board of directors. The chief executive officer
shall be responsible to the board of directors for the general supervision of
the business and affairs of the corporation and shall see that all orders and
resolutions of the board are carried into effect. If reference is made in any
law, regulation, contract, instrument, or otherwise to the president of a
corporation in any
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context, the chief executive officer of this corporation shall be deemed to be
president for any purpose.
SECTION 5. CHAIRMAN OF THE BOARD OF DIRECTORS. The board of
directors shall elect or appoint a chairman of the board 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 appoint all committees and
the members thereof and shall be, ex officio, a member of all 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 kind and character whatsoever in the name of and on behalf
of the corporation as authorized by the board of directors. He shall establish
the agenda at the shareholders' and board of directors' meetings.
SECTION 6. VICE-CHAIRMAN OF THE BOARD OF DIRECTORS. The vice
chairman of the board of directors shall be elected or appointed by, and be a
member of, the board of directors. During the absence or disability of the
chairman of the board, or while that office is vacant, the vice chairman of the
board of directors 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. The vice chairman of the board of
directors shall, in general, perform all duties incident to the office of
chairman of the board of directors 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 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, the vice
president whom shall have been designated executive or senior vice president
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
shareholders, and 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, these By-laws or resolution. He shall perform such other duties as may be
delegated to him by the board of directors, any executive committee, or by 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
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the board of directors, 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 restoration to the corporation
in case of his death, resignation, retirement, or removal from office, of all
books, papers, money, and property of whatever kind in possession or under
his/her control belonging to the corporation. He/she shall perform such other
duties as may be delegated to him/her 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 treasurers, if required by the board of
directors, shall keep in force a bond as provided in Article V, Section 9. 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 By-laws, 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 By-laws.
ARTICLES VI
STOCK AND TRANSFERS
SECTION 1. SHARE CERTIFICATES: REQUIRED SIGNATURES. The shares 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 for its employees.
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 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.
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(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.
(e) The name and address of the transfer agent.
If the corporation is authorized to issue shares of more than one class, a
certificate representing shares of the corporation 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 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.
SECTION 4. REGISTERED SHAREHOLDERS. The corporation shall have the
right to treat the registered holder of any share as the absolute owner
thereof, and shall not be bound to recognize any equitable or other claim to,
or interest in, such share on the part of any other person, whether or not the
corporation shall have express or other notice thereof, save as may be
otherwise provided by the statutes of Michigan.
SECTION 5. TRANSFER AGENT AND REGISTRAR. The board of directors may
appoint a transfer agent and a registrar 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 the board shall deem expedient
regulating the issue, transfer, and registration of certificates for shares in
this corporation.
ARTICLE VII
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, 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
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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 amount 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, shall have full power and authority
on behalf of the corporation to attend and to act and to vote at meetings, 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 as he/she or his/her 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. Vice presidents
shall act, pursuant to this section in order of their priority, accord, to the
Organizational chart and, in equal cases of priority, in order of their
seniority in the office. The board by resolution from time to time may confer
like power upon any other person or persons.
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 the 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, the secretary or assistant secretary, and treasurer or
assistant treasurer, 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 on 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 its registered office, or at the office of its transfer agent within or
without this state, records containing the names and addresses of all
shareholders the number, class, and series of shares held by each and the date
when they respectively became holders of record thereof. Any such books,
records, or minutes may be in written form or in any other form capable of
being convened into written form within a reasonable time. The
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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
begin on the first day of January in each year.
ARTICLE VIII
AMENDMENTS
SECTION 1. The shareholders or the board of directors may amend or
repeal the bylaws or adopt new bylaws. Such action may be taken at any meeting
of shareholders or 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.
REVIEWED & APPROVED AS IS: 12/19/96
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EXHIBIT 5
HOWARD & HOWARD ATTORNEYS, P.C.
1400 N. WOODWARD AVENUE, SUITE 101
BLOOMFIELD HILLS, MICHIGAN 48304
July 30, 1997
CAPITAL DIRECTIONS, INC.
322 South Jefferson Street
Mason, Michigan 48854
ATTENTION: TIMOTHY P. GAYLORD
Greetings:
We have acted as counsel to Capital Directions, Inc. (the "Company")
in connection with the preparation and filing of a registration statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933,
registering an additional 20,000 shares of the Company's Common Stock, par
value $5 per share, issuable upon exercise of stock options granted to officers
or other key employees of the Company or a subsidiary of the Company pursuant
to the Capital Directions, Inc. Incentive Stock Option Plan (the "Plan"), which
Plan was adopted by resolution of the Board of Directors of the Company (the
"Board") on May 20, 1993 and approved by shareholders on April 28, 1994.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, certifies, and other
documents and conducted interviews with officers as we considered necessary or
appropriate for the purpose of this opinion.
It is our opinion that the Common Stock of the Company, when issued as
provided in the Plan, will be legally issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
This opinion is rendered pursuant to Item 8 of Form S-8 and Item 601
of Regulation S-K and may be relied upon only by the Company and the Securities
and Exchange Commission and may not be used, quoted or referred to and/or filed
with any other person without our prior written permission.
VERY TRULY YOURS,
HOWARD & HOWARD ATTORNEYS, P.C.
/S/ MELANIE MAYO WEST
--------------------------------------
MELANIE MAYO WEST
<PAGE> 1
EXHIBIT 23(A)
The Board of Directors
Capital Directions, Inc.
We hereby consent to the incorporation by reference and use of our report,
dated February 12, 1997, on the consolidated financial statements of Capital
Directions, Inc. which appears on page 26 of Capital Directions, Inc. 1996
Annual Report to Shareholders and is incorporated by reference in Capital
Directions, Inc. Annual Report on Form 10-K for the year ended December 31,
1996, in this registration statement on Form S-8 for the Capital Directions,
Inc. Incentive Stock Option Plan.
/s/ Crowe, Chizek and Company, LLP
----------------------------------
CROWE, CHIZEK AND COMPANY, LLP
Grand Rapids, Michigan
July 30, 1997
