**EXHIBIT 3.2**

 

AMENDED AND RESTATED

BYLAWS

OF

MEEMIC HOLDINGS, INC.

AS OF SEPTEMBER 19, 2001

 

ARTICLE I

OFFICES

 

SECTION 1. REGISTERED OFFICE.  The initial registered office shall be inAuburn Hills, County of Oakland, State of Michigan.

 

SECTION 2. OTHER OFFICES.  The corporation may also have offices atsuch other places both in and outside the State of Michigan as the board ofdirectors may from time to time determine or the business of the corporationmay require.

 

ARTICLE II

SHAREHOLDERS

 

SECTION 1. PLACE OF MEETING.  All meetings of the shareholders of thecorporation shall be held at the registered office or such other place, eitherwithin or without the State of Michigan, as may be determined from time to timeby the board of directors.

 

SECTION 2. ANNUAL MEETING OFSHAREHOLDERS.  The first annual meetingof shareholders for election of directors and for such other business as mayproperly come before the meeting shall be held at least one business day priorto the date that the corporation acquires record and beneficial ownership ofall of the then issued and outstanding shares of MEEMIC Insurance Company, aMichigan stock insurance company. Commencing with the first full calendar year following the date of the corporation'sfirst annual meeting of shareholders, the annual meeting of shareholders forelection of directors and for such other business as may properly come beforethe meeting shall be held on the second Wednesday of June, if not a legalholiday, and if a legal holiday, then on the next business day following, at10:00 a.m., local time, or at such other date and/or time as shall bedetermined from time to time by the board of directors, unless such action istaken by written consent as provided in Section 12 of this Article 11.  If the annual meeting is not held on thedate designated therefor, the board shall cause the meeting to be held as soonthereafter as convenient.

 

SECTION3. ORDER OF BUSINESS AT ANNUAL MEETING. The order of business at the annual meeting of the shareholders shall be as follows:

 

(a)   Readingof notice and proof of mailing,

(b)   Reportsof Officers,

(c)                Electionof Directors,

(d)                Transactionof other business mentioned in the notice,

(e)                Adjournment,

 

provided that the presiding officer may varythe order of business at his or her discretion.

 

SECTION 4. NOTICE OF MEETING OFSHAREHOLDERS.  Except as otherwiseprovided in the Michigan Business Corporation Act, as amended (herein calledthe "Act"), written notice of the time, place and purposes of ameeting of shareholders shall be given not less than 10 nor more than 60 daysbefore the date of the meeting, either personally or by mail, to eachshareholder of record entitled to vote at the meeting.  If a meeting is adjourned to another time orplace, it is not necessary to give notice of the adjourned meeting if the timeand place to which the meeting is adjourned are announced at the meeting atwhich the adjournment is taken and at the adjourned meeting only business istransacted as might have been transacted at the original meeting.  If after the adjournment the board ofdirectors fixes a new record date for the adjourned meeting, a notice of theadjourned meeting shall be given to each shareholder of record on the newrecord date entitled to vote at the meeting.

 

SECTION 5. LIST OF SHAREHOLDERS ENTITLED TOVOTE.  The officer or agent havingcharge of the stock transfer books for shares of the corporation shall make andcertify a complete list of the shareholders entitled to vote at a shareholders'meeting or any adjournment thereof, the list shall:

 

(a)   Bearranged alphabetically within each class and series, with the address of, andthe number of shares held by, each shareholder.

(b)   Beproduced at the time and place of the meeting.

(c)   Besubject to inspection by any shareholder during the whole time of the meeting.

(d)   Beprima facie evidence as to who are the shareholders entitled to examine thelist or to vote at the meeting.

 

SECTION 6.  SPECIAL MEETING OFSHAREHOLDERS.  Unless otherwise providedin the articles of incorporation, a special meeting of shareholders may becalled at any time by the chairman of the board of the corporation, or thepresident of the corporation, or by a majority of the members of the board ofdirectors then in office, or by shareholders owning, in the aggregate, not lessthan one-fourth of all the shares entitled to vote at such specialmeeting.  The method by which suchmeeting may be called is as follows: Upon receipt of a specification in writingsetting forth the date and objects of such proposed special meeting, signed bythe chairman of the board, or the president of the corporation, or by amajority of the members of the board of directors then in office, or byshareholders as above provided, the secretary of the corporation shall prepare,sign and mail the notices requisite to such meeting.

 

SECTION 7. QUORUM OF SHAREHOLDERS.  Unless a greater or lesser quorum isprovided in the articles of incorporation or in the Act, the holders of sharesof capital stock of the corporation entitled to cast at least one-third of thevotes at a meeting of the shareholders of the corporation shall constitute aquorum at such meeting.  Theshareholders present in person or by proxy at the meeting may continue to dobusiness until adjournment, notwithstanding the withdrawal of enoughshareholders to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by avote of the shares present.

 

SECTION 8. VOTE OF SHAREHOLDERS.  Each outstanding share is entitled to one(1) vote on each matter submitted to a vote, unless otherwise provided in thearticles of incorporation.  A vote maybe cast either orally or in writing.  Ifan action, other than the election of directors, is to be taken by vote of theshareholders, it shall be authorized by a majority of the votes cast by theholders of shares entitled to vote on the action, unless a greater vote isrequired by the articles of incorporation or the Act.  Except as otherwise provided in the articles of incorporation,directors shall be elected by a plurality of the votes cast at an election.

 

SECTION 9. RECORD DATE FOR DETERMINATION OFSHAREHOLDERS.  For the purpose ofdetermining shareholders entitled to notice of and to vote at a meeting ofshareholders or an adjournment of a meeting, the board of directors may fix arecord date, which shall not precede the date on which the resolution fixingthe record date is adopted by the board. The date shall not be more than 60 nor less than 10 days before the dateof the meeting.  If a record date is notfixed, the record date for determination of shareholders entitled to notice ofor to vote at a meeting of shareholders shall be the close of business on theday 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.  When a determination of shareholders ofrecord entitled to notice of or to vote at a meeting of shareholders has be-enmade as provided in this Section 9, the determination applies to any adjournmentof the meeting, unless the board of directors fixes a new record date underthis Section 9 for the adjourned meeting. For the purpose of determining shareholders entitled to express consentto or to dissent from a proposal without a meeting, the board of directors mayfix a record date, which shall not precede the date on which the resolutionfixing the record date is adopted by the board and shall not be more than 10days after the board resolution.  If arecord date is not fixed and prior action by the board of directors is requiredwith respect to the corporate action to be taken without a meeting, the recorddate shall be the close of business on the day on which the resolution of theboard is adopted.  If a record date isnot fixed and prior action by the board of directors is not required, therecord date shall be the first date on which a signed written consent isdelivered to the corporation as provided in Section 12 of this Article II. Forthe purpose of determining shareholders entitled to receive payment of a sharedividend or distribution, or allotment of a right, or for the purpose of anyother action, the board of directors may fix a record date, which shall notprecede the date on which the resolution fixing the record date is adopted bythe board.  The date shall not be morethan 60 days before the payment of the share dividend or distribution orallotment of a right or other action. If a record date is not fixed, the record date shall be the close ofbusiness on the day on which the resolution of the board of directors relatingto the corporate action is adopted.

 

SECTION 10. PROXIES. A shareholder entitled to vote at a meeting of shareholders orto express consent or dissent without a meeting may authorize one or more otherpersons to act for him or her by proxy. A proxy shall be signed by the shareholder or his or her authorizedagent or representative.

 

SECTION 11. INSPECTORS OF ELECTION.  The board of directors, in advance of ashareholders' meeting, may appoint one or more inspectors of election to act atthe meeting or any adjournment thereof. If inspectors are not so appointed, the person Presiding at ashareholders' meeting may, and on request of a shareholder entitled to votethereat shall, appoint one or more inspectors. In case a person appointed fails to appear or act, the vacancy may befilled by appointment made by the board of directors in advance of the meetingor at the meeting by the person presiding thereat.  The inspectors shall determine the number of shares outstandingand the voting power of each, the shares represented at the meeting, theexistence of a quorum, the validity and effect of proxies, and shall receivevotes, ballots or consents, hear and determine challenges and questions arisingin connection with the right to vote, count and tabulate votes, ballots orconsents, determine the result, and do such acts as are proper to conduct theelection or vote with fairness to all shareholders.  On request of the person presiding at the meeting or ashareholder entitled to vote thereat, the inspectors shall make and execute awritten report to the person presiding at the meeting of any of the facts foundby them and matters determined by them. The report is prima facie evidence of the facts stated and of the voteas certified by the inspectors.

 

SECTION12.  ACTION BY WRITTEN CONSENT.  Any action required or permitted by the Act,the articles of incorporation or these bylaws to be taken at an annual meetingor special meeting of shareholders may be taken without a meeting, withoutprior notice and without a vote, if before or after the action all theshareholders entitled to vote consent in writing.  The written consents shall bear the date of signature of eachshareholder who signs the consent and shall be delivered to the corporationsregistered office, its principal place of business, or an officer or agent ofthe corporation having custody of the minutes of the proceedings of itsshareholders.  Delivery made to thecorporation's registered office shall be by hand or by certified or registeredmail, return receipt requested.  Promptnotice of the taking of the corporate action without a meeting shall be givento all shareholders.

 

ARTICLE III

DIRECTORS

 

SECTION 1. NUMBER AND TERM OF DIRECTORS;VACANCIES.  The business and affairs ofthe corporation shall be managed by or under the direction of a board ofdirectors, the composition of which shall meet the requirements of the articlesof incorporation.  The board ofdirectors of the corporation shall consist of not less than six (6) nor morethan ten (10) directors, *provided, however*,that the exact number of directors shall be determined from time to time solelyby a resolution adopted by an affirmative vote of a majority of the board ofdirectors of the corporation then in office. The shareholders may also increase or decrease the number of directorsat any meeting of the shareholders or by a written consent in lieuthereof.  Either the shareholders or theboard of directors may fill the vacancy caused by an increase in the number ofdirectors.  At the first annual meetingof shareholders and at each annual meeting thereafter, the shareholders shallelect directors to hold office until the succeeding annual meeting, except inthe case of classification of directors as permitted by the Act.  A director shall hold office for the termfor which he or she is elected and until his or her successor is elected andqualified, or until his or her resignation or removal.  Directors need not be shareholders and mayserve continuous terms.

 

If because of death, resignation, or othercause, the corporation has no directors in office, an officer, a shareholder, apersonal representative, administrator, trustee, or guardian of a shareholder,or other fiduciary entrusted with like responsibility for the person or estateof a shareholder, may call a special meeting of shareholders in accordance withthe articles of incorporation or these bylaws.

 

SECTION2. REMOVAL.  The shareholders may removeone or more directors with or without cause unless thearticles of incorporation provide that directors may be removed only forcause.  The vote for removal shall be bya majority of shares entitled to vote at an election of directors.

 

SECTION 3. RESIGNATION.  A director may resign by written notice tothe corporation.  The resignation iseffective upon its receipt by the corporation or a later time as set forth inthe notice of resignation.

 

SECTION 4. POWERS.  The business and affairs of the corporation shall be managed byits board of directors except as otherwise provided in the Act or in thearticles of incorporation.

 

SECTION 5. LOCATION OF MEETINGS.  Regular or special meetings of the board ofdirectors may be held either in or outside the State of Michigan.

 

SECTION 6. ORGANIZATION MEETING OF BOARD.  The first meeting of each newly electedboard of directors shall be held at the place of holding the annual meeting ofshareholders, and immediately following the same, for the purpose of electingofficers and transacting any other business properly brought before it,provided that the organization meeting in any year may be held at a differenttime and place than that herein provided by a consent of a majority of thedirectors of such new board.  No noticeof such meeting shall be necessary to the newly elected directors in orderlegally to constitute the meeting, provided a quorum shall be present, unlesssaid meeting is not held at the place of holding and immediately following theannual meeting of shareholders.

 

SECTION 7. REGULAR MEETING OF BOARD.  Any regular meeting of the board ofdirectors may be held without notice at such time and at such place as shallfrom time to time be determined by the board.

 

SECTION 8. SPECIAL MEETING OF BOARD.  Anyspecial meeting of the board of directors may be called by the chief executiveofficer, or by a majority of the persons then comprising the board ofdirectors, at any time by means of notice of the time and place thereof to eachdirector, given not less than 24 hours before the time such special meeting isto be held.

 

SECTION 9. COMMITTEES OF DIRECTORS.  The board of directors may designate one ormore committees, each committee to consist of one or more of the directors ofthe corporation.  The board maydesignate one or more directors as alternate members of any committee, who mayreplace an absent or disqualified member at a meeting of the committee.  In the absence or disqualification of amember of a committee, the members thereof present at a meeting and not disqualifiedfrom voting, whether or not they constitute a quorum, may unanimously appointanother member of the board of directors to act at the meeting in the place ofany such absent or disqualified member. Any such committee, to the extentprovided in the resolution of the board of directors creating such committee,may exercise all the powers and authority of the board of directors in themanagement of the business and affairs of the corporation.  A committee does not have the power orauthority to amend the articles of incorporation, adopt an agreement of mergeror share exchange, recommend to the shareholders the sale, lease or exchange ofall or substantially au of the corporation's property and assets, recommend tothe shareholders a dissolution of the corporation or a revocation of a dissolution,amend the bylaws of the corporation or fill vacancies in the board ofdirectors; and, unless the resolution of the board of directors creating suchcommittee, the articles of incorporation or bylaws expressly so provide, acommittee does not have the power or authority to declare a distribution,dividend or to authorize the issuance of stock.  Any such committee, and each member thereof, shall serve at thepleasure of the board of directors.

 

SECTION 10. QUORUM AND REQUIRED VOTE OF BOARDAND CONFEREES.  At all meetings of theboard of directors, or of a committee thereof, a majority of the members of theboard then in office, or of the members of a committee of the board ofdirectors, constitutes a quorum for transaction of business, unless the articlesof incorporation, these bylaws, or in the case of a committee, the boardresolution establishing the committee, provide for a larger or smallernumber.  The vote of the majority ofmembers present at a meeting at which a quorum is present constitutes theaction of the board of directors or of the committee unless the vote of alarger number is required by the Act, the articles of incorporation, or thesebylaws, or in the case of a committee, the board resolution establishing thecommittee.  Amendment of these bylaws bythe board of directors requires the vote of not less than a majority of themembers of the board then in office.  Ifa quorum shall not be present at any meeting of the board of directors, thedirectors present thereat may adjourn the meeting from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be present.

 

SECTION 11. ACTION BY WRITTEN CONSENT.  Action required or permitted to be takenunder authorization voted at a meeting of the board of directors or a committeeof the board of directors, may be taken without a meeting if, before or afterthe action, all members of the board then in office or of the committee consentto the action in writing.  The writtenconsents shall be filed with the minutes of the proceedings of the board ofdirectors or committee.  The consent hasthe same effect as a vote of the board of directors or committee for allpurposes.

 

SECTION 12. COMPENSATION OF DIRECTORS.  Theboard of directors, by affirmative vote of a majority of directors in officeand irrespective of any personal interest of any of them, may establishreasonable compensation of directors for services to the corporation asdirectors or officers, but approval of the shareholders is required if thearticles of incorporation, these bylaws or any provisions of the Act soprovide.  No such compensation shallpreclude any director from serving the corporation in any other capacity andreceiving additional compensation for such service.

 

SECTION 13. PARTICIPATION IN MEETING BY TELEPHONE. By oral or written permission of a majority of the board of directors, amember of the board of directors or of a committee designated by the board mayparticipate in a meeting by means of conference telephone or similar communicationsequipment through which all persons participating in the meeting canCommunicate with the other participants. Participation in a meeting pursuant to this Section constitutes presencein person at the meeting.

 

ARTICLE IV

NOTICES

 

SECTION 1. NOTICE.  Whenever any notice or communication is required to be given toany director or shareholder under any provision of the Act, or of the articlesof incorporation or of these bylaws, it shall be given in writing, except asotherwise provided in the Act.  All suchnotices and communications shall be given to such director or shareholdereither personally or by mail (registered, certified or other first class mail,with postage pre-paid), addressed to such person at the address designated byhim or her for that purpose or, if none is designated, at his or her last knownaddress.  Written notice to any directormay also be delivered at his or her office on the corporation's premises, ifany, or by overnight carrier, telegram, telex, telecopy, radiogram, cable-gram,facsimile, computer transmission or similar form of communication, addressed tothe address referred to in the preceding sentence.  Notices given Pursuant to this Section 1 shall be deemed to begiven when dispatched, or, if mailed, when deposited in a post office orofficial depository under the exclusive care and custody of the United Statespostal service.  Notices given byovernight carrier shall be deemed "dispatched" at 9: 00 a.m. on theday the overnight carrier is reasonably requested to deliver the notice.  The corporation shall have no duty to changethe written address of any director or shareholder unless the secretary of thecorporation receives written notice of such address change.  Neither the business to be transacted at,nor the purpose of, a regular or special meeting of the board of directors needbe specified in the notice of the meeting.

 

SECTION2. WAIVER OF NOTICE.  When, under theAct or the articles of incorporation or these bylaws, or by the terms of anagreement or instrument, a corporation or the board of directorsor any committee thereof may take action after notice to any person or afterlapse of a prescribed period of time, the action may be taken without noticeand without lapse of the period of time, if at any time before or after theaction is completed the person entitled to notice or to participate in theaction to be taken or, in case of a shareholder, by his or herattorney-in-fact, submits a signed waiver of such requirements.  Neither the business to be transacted at,nor the purpose of, a regular or special meeting of the board of directors needbe specified in the waiver of notice of the meeting.  Attendance of a person at a meeting of shareholders constitutes awaiver of objection to lack of notice or defective notice of the meeting,unless the shareholder at the beginning of the meeting objects to holding themeeting or transacting business at the meeting and a waiver of objection toconsideration of a particular matter at the meeting that is not within the purposeor purposes described in the meeting notice, unless the shareholder objects toconsidering the matter when it is presented. A director's attendance at or participation in a meeting, waives anyrequired notice to him or her of the meeting unless he or she at the beginningof the meeting, or upon his or her arrival, objects to the meeting or thetransacting of business at the meeting and does not thereafter vote for orassent to any action taken at the meeting.

 

ARTICLE V

OFFICERS

 

SECTION 1. SELECTION.  The board of directors, at its first meetingand at its organization meeting following the annual meeting of shareholders,shall elect or appoint a chairman of the board. such number of vice chairmen asthe board of directors of the corporation may determine, a president, suchnumber and designation of vice presidents as the board of directors of thecorporation may determine, a secretary, and a treasurer.  The board of directors of the corporationmay also elect or appoint such other officers, employees and agents as it shalldeem necessary who shad hold their offices for such terms and shall exercisesuch powers and perform such duties as shall be determined from time to time bythe board of directors.  Two or more officesmay be held by the same person but an officer shall not execute, acknowledge orverify an instrument in more than one capacity if the instrument is required bylaw or the articles or bylaws to be executed, acknowledged or verified by twoor more officers.

 

SECTION2. COMPENSATION.  The board ofdirectors of the corporation, by the affirmative vote of a majority of thedirectors then in office, and irrespective of any personal interest of any ofthem, shall have authority to establish reasonable salary, compensation andbenefits, which may include pension, disability and death benefits, forservices rendered to the corporation by an officer, employee or agent of thecorporation.  The salaries of allofficers, employees and agents of the corporation shall be fixed by the boardof directors; *provided,**however,*that the board of directors maydelegate to any committee of the board of directors of the corporation, or anyofficer or officers of the corporation, the power to fix the compensation ofany officer, employee or agent of the corporation.

 

SECTION 3. TERM, REMOVAL AND VACANCIES.  Each officer of the corporation shall holdoffice for the term for which he or she is elected or appointed and until hisor her successor is elected or appointed and qualified, or until his or herresignation or removal.  An officerelected or appointed by the board of directors may be removed by the board withor without cause at any time.  Suchremoval shad be effected by written notice to such officer.  An officer may resign by written notice tothe corporation.  The resignation iseffective upon its receipt by the corporation or at a subsequent tune specifiedin the notice of resignation, Any vacancy occurring in any office of thecorporation shall be filled by the board of directors.

 

SECTION 4. CHIEF EXECUTIVE OFFICER.  The chief executive officer of thecorporation shall be responsible to the board of directors for the generalsupervision and management of the business and affairs of the corporation andshall see that all orders and resolutions of the board of directors are carriedinto effect.  During the absence ordisability of the chairman of the board and all vice-chairmen of the board, ifany, or while those offices are vacant, the chief executive officer shall presideover all meetings of the board of directors, of the shareholders and of anyexecutive committee, and shall perform all of the duties and functions, andwhen so acting shall have all powers and authority, of the chairman of theboard.  If no person is designated aschief executive officer, then the president of the corporation shall exerciseall of the powers and discharge all of the duties of the chief executiveofficer.

 

SECTION 5. CHAIRMAN OF THE BOARD OFDIRECTORS.  If the board of directorselects or appoints a chairman of the board, he or she shall be elected orappointed by, and from among the membership of, the board of directors.  He or she shall preside at all meetings ofthe shareholders, of the board of directors and of any executive committee.  He or she shall perform such other dutiesand functions as shall be assigned to him or her from time to time by the boardof directors.  He or she shall be, exofficio, a member of all standing committees. Except where by law the signature of the president of the corporation isrequired, the chairman of the board of directors shall possess the same powerand authority to sign all certificates, contracts, instruments, papers anddocuments of every conceivable kind and character whatsoever in the name of andon behalf of the corporation which may be authorized by the board of directors.

 

SECTION 6. VICE CHAIRMAN OF THE BOARD.  In the absence of the chairman of the board,or while that office is vacant, such vice chairman of the board, in the orderspecified by the board of directors, shall perform the duties and possess andexercise the powers of the chairman of the board and shall have such otherpowers and duties as the board of directors may from time to time determine.

 

SECTION 7. PRESIDENT.  If no other person is designated as chiefexecutive officer, the president shall also be the chief executive officer ofthe corporation.  The president shall,in general, perform all duties incident to the office of president and suchother duties as may be prescribed by the board of directors.

 

SECTION 8. VICE PRESIDENTS.  The board of directors may elect or appointone or more vice presidents.  The boardof directors may designate one or more vice presidents as executive or seniorvice presidents and may grant vice presidents such other designations or titlesas the board of directors deems necessary or appropriate.  In the absence or disability of thepresident, the chairman of the board, and any vice chairman of the board, orwhile all of those offices are vacant, the duties and powers of the presidentshall descend to the vice presidents in such order as is specified by the boardof directors.  The vice presidents shallperform such other duties as may be delegated to them by the board ofdirectors, any executive committee, the chairman of the board or the president.

 

SECTION 9. SECRETARY.  The secretary shall have charge of suchbooks, documents and papers as the board of directors may determine and shallkeep, or cause to be kept, a record containing the names of all persons who areshareholders of the corporation, showing the place of residence, and such booksshall be open for inspection as prescribed by law.  He or she shall, in general, perform all the duties incident tothe office of the secretary subject to the control of the board of directors.  The secretary shall attend all meetings ofthe shareholders, and of the board of directors and of any executive committee,and shall preserve in the books of the corporation true minutes of theproceedings of all such meetings.  He orshe shall safely keep in his or her custody the seal of the corporation, ifany, and shall have authority to affix the same to all instruments where itsuse is required or permitted.  He or sheshall give all notice required by the Act, these bylaws or resolution.  He or she shall perform such other duties asma be delegated to him or her by the board of directors, any executivecommittee, the chairman of the board or the president.

 

SECTION 10. TREASURER.  Subject to thecontrol of the board of directors of the corporation, the treasurer shall havecustody of all corporate funds, property and securities and shall keep in booksbelonging to the corporation full and accurate accounts of all receipts anddisbursements When necessary or proper, he or she may endorse on behalf of thecorporation for collection, checks, notes and other obligations, and shalldeposit the same, as well as all other moneys, securities and valuable effectsin the name of, and to the credit of, the corporation and in such depositoriesas may be designated for that purpose by the board of directors.  He or she shall make. such disbursements asmay be necessary or proper to be made on behalf of the corporation taking,proper vouchers for such disbursements. He or she shall keep and maintain or supervise the maintenance ofadequate books and records for the purpose of keeping and maintaining anaccurate account of all the moneys and obligations received and paid orincurred for or on account of the corporation, which books shall be open at allreasonable times for inspection by any director for any reasonable purpose andat all reasonable times at the office of the corporation.  If required by the board of directors, he orshe shall keep in force a bond in form, amount and with a surety or suretiessatisfactory to the board of directors, conditioned for faithful performance ofthe duties of his or her office, and for restoration to the corporation in caseof his or her death, resignation, retirement or removal from office, of allbooks, papers, vouchers, money and property of whatever kind in his or herpossession or under his or her control belonging to the corporation.  He or she shall, in general, perform all theduties incident to the office of treasurer, subject to the control of the boardof directors.  He or she shall performsuch other duties as may be delegated to him or her by the board of directors,the chairman of the board or the president.

 

SECTION 11. ASSISTANT SECRETARIES ANDASSISTANT TREASURERS.  The board ofdirectors may elect one or more assistant secretaries and assistanttreasurers.  The assistant secretary, orif there be more than one, the assistant secretaries in the order determined bythe board of directors, shall, in the absence or disability of the secretary,perform the duties and exercise the powers of the secretary and shall performsuch other duties and have such other powers as the board of directors may fromtime to time prescribe.  The assistanttreasurer, or if there shall be more than one, the assistant treasurers in theorder determined by the board of directors, shall, in the absence or disabilityof the treasurer, perform the duties and exercise the powers of the treasurerand shall perform such other duties and have such other powers as the board ofdirectors may from time to time prescribe. The assistant secretaries and assistant treasurers, in general, shallperform such duties as shall be assigned to them by the secretary or by thetreasurer, respectively, or by the board of directors, the chairman of theboard or the president.

 

SECTION 12. DELEGATION OF AUTHORITY AND DUTIES BY BOARD OF DIRECTORS.  All officers, employees and agents shall, inaddition to the authority confer-red, or duties imposed,. on them by thesebylaws, have such authority and perform such duties in the management of thecorporation as may be determined by resolution of the board of directors notinconsistent with these bylaws.

 

SECTION 13. BOND OF OFFICERS AND EMPLOYEES. Any officer or employee of the corporation handling funds or negotiableinstruments or any other property of the corporation shall furnish such bond orshall be covered by a blanket bond in such amounts and with such surety andsureties as may be required by the board of directors.  The premium of any such bond shall be paidby the corporation.

 

ARTICLE VI

INDEMNIFICATION

 

SECTION 1. INDEMNIFICATION OF DIRECTORS ANDOFFICERS: CLAIMS BY THIRD PARTIES.  Thecorporation shall, to the fullest extent authorized or permitted by the Act orother applicable law, as the same presently exist or may hereafter be amended,but, in the case of any such amendment, only to the extent such amendmentpermits the corporation to provide broader indemnification rights than beforesuch amendment, indemnify any person (an "Indemnitee") who was or isa party or is threatened to be made a party to a threatened, pending, orcompleted action, suit, or proceeding, whether civil, criminal, administrative,or investigative and whether formal or informal, other than an action by or inthe light of the corporation, by reason of the fact that he or she is or was adirector, officer, employee or agent of the corporation, or is or was servingat 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, againstexpenses, including attorneys' fees, judgments, penalties, fines, and amountspaid in settlement actually and reasonably incurred by him or her in connectionwith the action, suit, or proceeding, if the Indemnitee acted in good faith andin a manner he or she reasonably believed to be, in or not opposed to the bestinterests of the corporation or its shareholders, and with respect to acriminal action or proceeding, if the Indemnitee had no reasonable cause tobelieve 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 contenders or its equivalent,does not, of itself, create a presumption that the Indemnitee did not act ingood faith and in a manner which he or she reasonably believed to be in or notopposed to the best interests of the corporation or its shareholders, and, withrespect to a criminal action or proceeding, had reasonable cause to believethat his or her conduct was unlawful.

 

SECTION2. INDEMNIFICATION OF DIRECTORS AND OFFICERS: CLAIMS BROUGHT BY OR IN THE RIGHTOF THE CORPORATION.  The corporationshall, to the fullest extent authorized or permitted bythe Act or other applicable law, as the same presently exist or may hereafterbe amended, but, in the case of any such amendment, only to the extent suchamendment permits the corporation to provide broader indemnification rightsthan before such amendment, indemnify an Indemnitee who was or is a party or isthreatened to be made a party to a threatened, pending, or completed action orsuit by or in the right of the corporation to procure a in its favor by reasonof the fact that he or she is or was a director, officer, employee or agent ofthe corporation, or is or was serving at the request of the corporation as adirector, officer, partner, trustee, employee, or agent of another foreign ordomestic corporation, partnership, joint venture, trust, or other enterprise,whether for profit or not, against expenses, including attorneys' fees, andamounts paid in settlement actually and reasonably incurred by the Indemniteein connection with the action or suit, if the Indemnitee acted in good faith andin a manner the Indemnitee reasonably believed to be in or not opposed to thebest interests of the corporation or its shareholders.  Indemnification shall not be made under thisSection for a claim, issue, or matter in which the Indemnitee has been foundliable to the corporation except to the extent authorized in Section 6 of thisArticle.

 

SECTION 3. ACTIONS BROUGHT BY THEINDEMNITEE.  Notwithstanding theprovisions of Sections 1 and 2 of this Article, the corporation shall not berequired to indemnify an Indemnitee in connection with an action, suit,proceeding or claim (or part thereof) brought or made by such Indemnitee exceptas otherwise provided herein with respect to the enforcement of this Article,unless such action, suit, proceeding or claim (or part thereof) was authorizedby the board of directors of the corporation.

 

SECTION4. APPROVAL OF INDEMNIFICATION.  Anindemnification under Sections I or 2 of this Article, unless ordered by thecourt, shall be made by the corporation only as authorized in thespecific case upon a determination that indemnification of the Indemnitee isproper in the circumstances because such Indemnitee has met the applicablestandard of conduct set forth in Sections 1 or 2 of this Article, as the casemay be, and upon an evaluation of the reasonableness of expenses and amountspaid in settlement.  This determinationand evaluation shall be made in any of the following ways:

 

(a)   Bya majority vote of a quorum of the board of directors consisting of director'swho are not parties or threatened to be made parties to the action, suit, orproceeding.

(b)        Ifa quorum cannot be obtained in subsection (a), by majority vote of a committeeduly designated by the board of directors and consisting solely of two (2) ormore directors not at the time parties or threatened to be made parties to theaction, suit or proceeding,

(c)   Byindependent legal counsel in a written opinion, which counsel shall be selectedin one (1) of the following ways:

 

(i)        Bythe board of directors or its committee in the manner prescribed in subsection(a) or (b).

 

(ii)        Ifa quorum of the board of directors cannot be obtained under subsection (a) anda committee cannot be designated under subsection (b), by the board ofdirectors.

(d)   Byall independent directors (if any directors have been designated as such by theboard of directors or shareholders of the corporation) who are not parties orthreatened to be made parties to the action, suit, or proceeding,

(e)   Bythe shareholders, but shares held by directors, officers, employees, or agentswho are parties or threatened to be made parties to the action, suit, orproceeding may not be voted.

 

in the designation of a committee undersubsection (b) or in the selection of independent legal counsel under subsection(c)(h), all directors may participate.

 

SECTION 5. ADVANCEMENT OF EXPENSES.  The corporation may pay or reimburse thereasonable expenses incurred by an Indemnitee who is a party or threatened tobe made a party to an action, suit, or proceeding in advance of finaldisposition of the proceeding if all of the following apply:

 

(a)                The Indemnitee furnishes thecorporation a written affirmation of his or her good faith belief that he orshe has met the applicable standard of conduct set forth in Sections 1 and 2 ofthis Article.

(b)                TheIndemnitee furnishes the corporation a written undertaking, executed personallyor on his or her behalf, to repay the advance if it is ultimately determinedthat he or she did not meet the standard of conduct.

(c)                Adetermination is made that the facts then known to those making thedetermination would not preclude indemnification under the Act,

 

The undertaking required by subsection (b)must be an undivided general obligation of the Indemnitee but need not besecured.  Determinations and evaluationsof payments or reimbursements under this Section shall be made in the mannerspecified in Section 4 of this Article.

 

SECTION 6. COURT APPROVAL.  An Indemnitee who is a party or threatenedto be made a party to an action, suit, or proceeding may apply forindemnification to the court conducting the proceeding or to another court ofcompetent jurisdiction.  On receipt ofan application, the court after giving any notice it considers necessary mayorder indemnification if it determines that the Indemnitee is fairly andreasonably entitled to indemnification in view of all the relevantcircumstances, whether or not he or she met the applicable standard of conductset forth in Sections 1 and 2 of this Article or was adjudged liable as describedin Section 2 of this Article, but if he or she was adjudged liable, his or herindemnification is limited to reasonable expenses incurred.

 

SECTION 7. PARTIAL INDEMNIFICATION.  If an Indemnitee is entitled toindemnification under Sections 1 or 2 of this Article for a portion ofexpenses, including reasonable attorneys' fees, judgments, penalties, fines,and amounts paid in settlement, but not for the total amount, the corporationshall indemnify the Indemnitee for the portion of the expenses, judgments,penalties, fines, or amounts paid in settlement for which the Indemnitee isentitled to be indemnified.

 

SECTION 8. INDEMNIFICATION OF EMPLOYEES AND AGENTS.  Any person who is not covered by the foregoing provisions of thisArticle and who is or was an employee or agent of the corporation, or is or wasserving 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 ornot, may be indemnified to the fullest extent authorized or permitted by theAct or other applicable law, as the same exists or may hereafter be amended,but, in the case of any such amendment, only to the extent such amendment permitsthe corporation to provide broader indemnification rights than before suchamendment, but in any event only to the extent authorized at any time or fromtime to time by the board of directors.

 

SECTION9. OTHER RIGHTS OF INDEMNIFICATION.  Theindemnification or advancement of expenses provided under Sections 1through 8 of this Article is not exclusive of other rights to which a personseeking indemnification or advancement of expenses may be entitled under thearticles of incorporation, bylaws, or a contractual agreement.  The total amount of expenses advanced orindemnified from all sources combined shall not exceed the amount of actualexpenses incurred by the person seeking indemnification or advancement of expenses.  The indemnification provided for in Sections1 through 8 of this Article continues as to a person who ceases to be adirector, officer, employee, or agent and shall inure to the benefit of theheirs, personal representatives, and administrators of the person.

 

SECTION 10. DEFINITIONS.  "Otherenterprises" shall include employee benefit plans; "fines" shallinclude any excise taxes assessed on a person with respect to an employeebenefit plan; and "serving at the request of the corporation" shallinclude any service as a director, officer, employee, or agent of thecorporation which imposes duties on,'or involves services by, the director,officer, employee or agent with respect to an employee benefit plan, itsparticipants or its beneficiaries; and a person who acted in good faith and ina manner he or she reasonably believed to be in the interest of theparticipants and beneficiaries of an employee benefit plan shall be consideredto have acted in a manner "not opposed to the best interests of thecorporation or its shareholders" as referred to in Sections 1 and 2 ofthis Article.

 

SECTION 11. LIABILITY INSURANCE.  The corporation shall have the power topurchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the corporation or is or was serving atthe request of the corporation as a director, officer, partner, trustee,employee or agent of another corporation, partnership, joint venture, trust, orother enterprise against any liability asserted against him or her and incurredby him or her in any such capacity or arising out of his or her status as such,whether or not the corporation would have power to indemnify him or her againstliability under the pertinent provisions of the Act.

 

SECTION 12. ENFORCEMENT.  If a claim underthis Article is not paid in full by the corporation within thirty (30) daysafter a written claim has been received by the corporation, the claimant may atany time thereafter bring suit against the corporation to recover the unpaidamount of the claim, and, if successful in whole or in part, the claimant shallbe entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action(other than an action brought to enforce a claim for expenses incurred indefending any proceeding in advance of its final disposition where the requiredundertaking, if any is required, has been tendered to the corporation) that theclaimant has not met the standards of conduct which make it permissible underthe Act for the corporation to indemnify the claimant for the amount claimed,but the burden of proving such defense shall be on the corporation.  Neither the failure ­of the corporation(including its board of directors, a committee thereof, independent legalcounsel, or its shareholders) to have made a determination prior to thecommencement of such action that indemnification of the claimant is proper inthe circumstances because such claimant has met the applicable standard ofconduct set forth in the Act nor an actual determination by the corporation(including its board of directors, a committee thereof, independent legalcounsel or its shareholders) that the claimant has not met such applicablestandard of conduct, shall be a defense to the action or create a presumptionthat the claimant has not met the applicable standard of conduct.

 

SECTION 13. CONTRACT WITH THE CORPORATION. The right to indemnification conferred in this Article shall be deemedto be a contract right between the corporation and each director or officer whoserves in any such capacity at any time while this Article is in effect, andany repeal or modification of this Article shall not affect any rights orobligations then existing with respect to any state of facts then ortheretofore existing or any action, suit or proceeding theretofore orthereafter brought or threatened based in whole or in part upon any such stateof facts.

 

SECTION 14. APPLICATION TO RESULTING OR SURVIVING CORPORATION OR CONSTITUENTCORPORATION.  The definition for"corporation" found in Section 569 of the Act, as the same exists ormay hereafter be amended is, and shall be, specifically excluded fromapplication to this Article.  Theindemnification and other obligations set forth in this Article of the corporationshall be binding upon any resulting or surviving corporation after any mergeror consolidation with the corporation, Notwithstanding anything to the contrarycontained herein or in Section 569 of the Act, no person shall be entitled tothe indemnification and other rights set forth in this Article for acting as adirector or officer of another corporation prior to such other corporationentering into a merger or consolidation with the corporation.

 

SECTION 15. SEVERABILITY.  Each and everyparagraph, sentence, term and provision of this Article shall be consideredseverable in that, in the event a court finds any paragraph, sentence, term orprovision to be invalid or unenforceable, the validity and enforceability,operation, or effect of the remaining paragraphs, sentences, terms, or provisionsshall not be affected, and this Article shall be construed in all respects asif the invalid or unenforceable matter had been omitted.

 

ARTICLE VII

STOCK AND TRANSFERS

 

SECTION 1. SHARE CERTIFICATES: REQUIREDSIGNATURES.  The shares of the corporationshall be represented by certificates which shall be signed by the chairman ofthe board of directors, vice chairman of the board of directors, president or avice president and which also may be signed by another officer of thecorporation.  The certificate may besealed with the seal of the corporation or a facsimile of the seal.  The signatures of the officers may befacsimiles if the certificate is countersigned by a transfer agent orregistered by a registrar other than the corporation itself or itsemployee.  If an officer who has signedor whose facsimile signature has been placed upon a certificate ceases to be anofficer before the certificate is issued. it may be issued by the corporationwith the same effect as if he or she were the officer at the date of issue.

 

SECTION 2. SHARE CERTIFICATES: REQUIREDPROVISIONS.  A certificate representingshares of the corporation shall state upon its face all of the following:

 

(a)   Thatthe corporation is formed under the laws of this state.

(b)                Thename of the person to whom issued.

(c)   Thenumber and class of shares, and the designation of the series, if any, whichthe certificate represents.

 

A certificate representing shares issued by acorporation which is authorized to issue shares of more than one (1) classshall set forth on its face or back or state on its face or back that thecorporation will furnish to a shareholder upon request and without charge afull statement of the designation, relative rights, preferences and limitationsof the shares of each class authorized to be issued, and if the corporation isauthorized to issue any class of shares in series, the designation, relativerights, preferences and limitations of each series so far as the same have beenprescribed and the authority of the board to designate and prescribe therelative rights, preferences and limitations of other series.

 

SECTION3. REPLACEMENT OF LOST OR DESTROYED SHARE CERTIFICATES.  The corporation may issue a new certificatefor shares or fractional shams in place of a certificatetheretofore issued by it, alleged to have been lost or destroyed, and the boardof directors may require the owner of the lost or destroyed certificate, or hisor her legal representative, to give the corporation a bond sufficient toindemnify the corporation against any claim that may be made against it onaccount of the alleged lost or destroyed certificate or the issuance of suchnew certificate.

 

SECTION 4. REGISTERED SHAREHOLDERS.  The corporation shall have the right totreat the registered holder of any share as the absolute owner thereof, andsha-U not be bound to recognize any equitable or other claim to, or interestin, such share on the part of any other person, whether or not the corporationshall have express or other notice thereof, save as may be otherwise providedby the statutes of Michigan,

 

SECTION 5. TRANSFER AGENT AND REGISTRAR.  The board of directors may appoint atransfer agent and a registrar in the registration of transfers of itssecurities.

 

SECTION 6. REGULATIONS.  The board of directors shall have power andauthority to make all such rules and regulations as the board shall deemexpedient regulating the issue, transfer and registration of certificates forshares in this corporation.

 

ARTICLE VIII

GENERAL PROVISIONS

 

SECTION 1. DISTRIBUTIONS IN CASH ORPROPERTY.  The board of directors mayauthorize and the corporation may make distributions to its shareholderssubject to restriction by the articles of incorporation and/or unless otherwiselimited by the articles of incorporation, these bylaws or the Act.

 

             SECTION 2. RESERVES.  The board of directors shall have power andauthority to set apart such reserve or reserves, for any proper purpose, as theboard in its discretion shall approve, and the board shall have the power andauthority to abolish any reserve created by the board.

 

SECTION 3. VOTING SECURITIES.  Unless otherwise directed by the board ofdirectors, the chairman of the board or president, or in the case of theirabsence or inability to act, the vice presidents, in order of their seniority,shall have full power and authority on behalf of the corporation to attend andto act and to vote, or to execute in the name or on behalf of the corporation aconsent in writing in lieu of a meeting of shareholders or a proxy authorizingan agent or attorney-in-fact for the corporation to attend and vote at anymeetings of security holders of corporations in which the corporation may holdsecurities, and at such meetings he or she or his or her duly authorized agentor attorney-in-fact shall possess and may exercise any and all rights andpowers incident to the ownership of such securities and which, as the ownerthereof, the corporation might have possessed and exercised if present.  The board of directors by resolution from timeto time may confer the power upon any other person or persons.

 

SECTION 4. CHECKS.  All checks, drafts and orders for the payment of money shall besigned in the name of the corporation in such manner and by such officer orofficers or such other person or persons as the board of directors shall fromtime to time designate for that purpose.

 

SECTION 5. CONTRACTS, CONVEYANCES, ETC.  When the execution of any contract,conveyance or other instrument has been authorized without specification of theexecuting officers, the chairman of the board, president or any vice president,and the secretary or assistant secretary, may execute the same in the name andon behalf of this corporation and may affix the corporate seal thereto.  The board of directors shall have power todesignate the officers and agents who shall have authority to execute anyinstrument on behalf of this corporation.

 

SECTION 6. CORPORATE BOOKS AND RECORDS.  The corporation shall keep books and recordsof account and minutes of the proceedings of its shareholders, board ofdirectors and executive committees, if any. The books, records and minutes may be kept outside this state, Thecorporation shall keep at its registered office, or at the office of its transferagent in or outside the State of Michigan, records containing the names andaddresses of all shareholders, the number, class and series of shares held byeach and the dates when they respectively became holders of record.  Any of the books, records or minutes may bein written form or in any other form capable of being converted into writtenform within a reasonable time.  Thecorporation shall convert into written form without charge any record not inwritten form, unless otherwise requested by a person entitled to inspect therecords.

 

SECTION 7. FISCAL YEAR.  The fiscal year of the corporation shall befixed by resolution of the board of directors.

 

SECTION8. SEAL.  If the corporation has acorporate seal, it shall have inscribed thereon the name of the corporation andthe words "Corporate Seal" and"Michigan." The seal may be used by causing it or a facsimile to beaffixed, impressed or reproduced in any other manner.

 

ARTICLE IX

AMENDMENTS

 

SECTION 1. The shareholders or the board ofdirectors may amend or repeal the bylaws or adopt new bylaws unless thearticles of incorporation provide that the power to adopt new bylaws isreserved exclusively to the shareholders or that these bylaws or any particularbylaw shall not be altered or repealed by the board of directors.  Such action may be taken by written consentor at any meeting of shareholders or the board of directors; provided that ifnotice of any such meeting is required by these bylaws, it shall contain noticeof the proposed amendment, repeal or new bylaws.  Amendment of these bylaws by the board of directors requires thevote of not less than a majority of the members of the board then in office.