either personally or by mail, to each Shareholder of record entitled to voteat such meeting not less than 10 or more than 60 days prior to the meeting.  (b) Notice of any meeting of Shareholders (whether annual orspecial) to act upon an amendment to the Articles, a reduction of statedcapital or a plan of merger, consolidation or sale of all or substantially allof the Corporation’s assets shall be accompanied by a copy of the proposedamendment or plan of reduction, merger, consolidation or sale.     Section 4. List of Shareholders. At least 10 days (but not more than 60 days)before any meeting of Shareholders, the officer or transfer agent in charge of the stock transferbooks of the Corporation shall prepare and make a complete list of the Shareholders entitled tovote at such meeting, which list shall be arranged alphabetically within each class and series ofshares and shall show the address of each Shareholder and the number of shares registered in thename of each Shareholder. The list so prepared shall be maintained at a place within the localitywhere the meeting is to be held, which place shall be specified in the notice of the meeting, or,if not so specified, at the place where the meeting is to be held, and shall be open to inspectionby any Shareholder, for any purpose germane to the meeting, during ordinary business hours during aperiod of no less than 10 days prior to the meeting. The list also shall be produced and kept openat the meeting (during the entire duration thereof) and, except as otherwise provided by law, maybe inspected by any Shareholder or proxy of a Shareholder who is present in person at such meeting.  Section 5. Presiding Officers; Order of Business (a) Meetings of Shareholders shall be presided over by the chairmanof the Board or, if the chairman is not present (or if there is none), by thevice chairman of the Board, or, if the vice chairman is not present (or ifthere is none), by such person who is chosen by the Board, or, if none, by achairman to be chosen at the meeting by the Shareholders present in person orby proxy who own a majority of the shares of capital stock of the Corporationentitled to vote and represented at such meeting. The secretary of meetingsshall be the secretary of the Corporation, or, if the secretary is not present,an assistant secretary, or, if an assistant secretary is not present, suchperson as may be chosen by the Board, or, if none, by such person who is chosenby the chairman at the meeting.  (b) The following order of business, unless otherwise ordered atthe meeting by the chairman thereof, shall be observed as far as practicableand consistent with the purposes of the meeting: (i) Call of the meeting to order.  (ii) Presentation of proof of mailing of notice ofthe meeting and, if the meeting is a special meeting, the call thereof.
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 (iii) Presentation of proxies.  (iv) Determination and announcement that a quorum ispresent.  (v) Reading and approval (or waiver thereof) of theminutes of the previous meeting.  (vi) Reports, if any, of officers.  (vii) Election of directors to succeed those whoseterms expired, if the meeting is an annual meeting or a special meetingcalled for such purpose.  (viii) Consideration of the specific purpose or purposes for which themeeting has been called (other than the election of directors).  (ix) Transaction of such other business as mayproperly come before the meeting.  (x) Adjournment.     Section 6. Quorum; Adjournments. (a) The holders of a majority of the shares of capital stock of theCorporation issued and outstanding and entitled to vote at any given meetingpresent in person or by proxy shall be necessary to and shall constitute aquorum for the transaction of business at all meetings of Shareholders, exceptas otherwise provided by law or by the Articles; *provided, however,*that noquorum shall be deemed to exist unless 33-1/3% of the outstanding shares of theCorporation’s common voting stock is present in person or by proxy.  (b) If a quorum is not present in person or by proxy at any meetingof Shareholders, the chairman of the meeting or the holders of a majority ofall of the shares of stock entitled to vote at the meeting, present in personor by proxy, shall have the power to adjourn the meeting from time to time,without notice of the adjourned meeting if the time and place thereof areannounced at the meeting at which the adjournment is taken and at the adjournedmeeting only business is transacted as might have been transacted at theoriginal meeting, until a quorum is present in person or by proxy.  (c) Even if a quorum is present in person or by proxy at anymeeting of the Shareholders, the Shareholders entitled to vote thereat presentin person or by proxy shall have the power to adjourn the meeting from time totime for good cause, without notice of the adjourned meeting if the time and
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   place thereof are announced at the meeting at which the adjournment is takenand at the adjourned meeting only business is transacted as might have beentransacted at the original meeting, until a date which is not more than 30days after the date of the original meeting.  (d) Anything in paragraph (b) of this Section 6 to the contrarynotwithstanding, if an adjournment is for more than 30 days, or if after anadjournment a new record date is fixed for the adjourned meeting, notice of theadjourned meeting shall be given to each Shareholder of record entitled to votethereat.     Section 7. Voting. (a) At any meeting of Shareholders every Shareholder having theright to vote shall be entitled to vote in person or by proxy authorized by aninstrument in writing filed in accordance with the procedure established forthe meeting. Except as otherwise provided by law or by the Articles, eachShareholder of record shall be entitled to one vote (on each matter submittedto a vote) for each share of capital stock registered in his or her name on thebooks of the Corporation.  (b) All elections of directors and, except as otherwise provided bylaw or by the Articles, all other matters, shall be determined by a vote of amajority of the shares present in person or represented by proxy and voting onsuch elections or other matters.  (c) All voting, including on the election of directors butexcepting where otherwise required by law, may be by a voice vote; *provided,however,*that upon demand therefor by a Shareholder entitled to vote or his orher proxy, a written share vote shall be taken. Every written share vote shallbe taken by ballots, each of which shall state the name of the Shareholder orproxy voting and such other information as may be required under the procedureestablished for the meeting. Every vote taken by ballots shall be counted byan inspector or inspectors appointed by the chairman of the meeting.     Section 8. Notice of Shareholder Business. At any annual or special meetingof Shareholders, only such business shall be conducted as shall have been properly brought beforethe meeting. To be properly brought before a meeting, business must be (a) specified in the noticeof meeting (or any supplement thereto) given by or at the direction of the Board, (b) properlybrought before the meeting by or at the direction of the Board, or (c) properly brought before anannual meeting by a Shareholder, and if and only if the notice of a special meeting provides forbusiness to be brought before the special meeting by Shareholders, properly brought before thespecial meeting by a Shareholder. For business to be properly brought before a meeting by aShareholder, the Shareholder must have given timely notice thereof in writing to the secretary ofthe Corporation. To be timely, a Shareholder’s notice must be delivered to or mailed and receivedat the principal executive offices of the Corporation not less than 90 days
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prior to the meeting; *provided, however,*that if less than 100 days’ notice or prior publicdisclosure of the date of the meeting is given or made to Shareholders, notice by the Shareholderto be timely must be so received not later than the close of business on the tenth day followingthe day on which such notice of the date of the meeting was mailed or such public disclosure wasmade. Furthermore, Shareholders are not permitted to nominate individuals to serve as directors,unless notice of such nomination is given to the Corporation in accordance with Section 13 ofArticle III of these Bylaws. A Shareholder’s notice to the secretary shall set forth as to eachmatter the Shareholder proposes to bring before the meeting: (a) a brief description of thebusiness desired to be brought before the meeting and the reasons for conducting such business atthe meeting; (b) the name and address, as they appear on the Corporation’s books, of theShareholder proposing such business; (c) the class and number of shares of the Corporation whichare beneficially owned by the Shareholder; and (d) any material interest of the Shareholder in suchbusiness. Notwithstanding anything in these Bylaws to the contrary, no business shall be conductedat any meeting of Shareholders except in accordance with the procedures set forth in this Section 8of Article II. The chairman of the meeting shall, if the facts warrant, determine and declare tothe meeting that business was not properly brought before the meeting and in accordance with theprovisions of this Section 8, and if he or she should so determine, he or she shall so declare thatthe meeting and any such business not properly brought before the meeting shall not be transacted.Notwithstanding anything in these Bylaws to the contrary, the Corporation shall be under noobligation to submit for action any Shareholder proposal at any meeting of Shareholders, whichproposal the Corporation would otherwise be permitted to omit in accordance with Rule 14a-8 underthe Securities Exchange Act of 1934, as amended.     Section 9. Meetings Required; No Action by Less Than Unanimous Consent. Anyaction required or permitted to be taken by the Shareholders must be taken at a duly called annualor special meeting of Shareholders and may not be effected by any consent in writing signed byfewer than all of such Shareholders.     Section 10. Proxies. The Corporation shall solicit proxies and provide proxystatements for all meetings of Shareholders and shall provide copies of such proxy solicitation toany national securities exchange (“***Exchange***”) on which the Corporation’s shares are listed.ARTICLE IIIDirectors     Section 1. General Powers; Number; Tenure. (a) The business and affairs of the Corporation shall be managedunder the direction of the Board, which may exercise all powers of theCorporation and perform or authorize the performance of all lawful acts andthings which are not by law, the Articles or these Bylaws directed or requiredto be exercised or performed by the Shareholders.
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 (b) The number of directors of the Corporation shall be fixed fromtime to time exclusively by the Board pursuant to a resolution adopted by amajority of the total number of authorized directors (whether or not thereexist any vacancies in previously authorized directorships at the time any suchresolution is presented to the Board for adoption), but shall not at any timebe less than six (6). Subject to the rights of the holders of any class orseries of preferred shares of the Corporation then outstanding, the directorsshall be classified, with respect to the time for which they severally holdoffice, into three (3) classes, as nearly equal in number as reasonablypossible, with the term of office of the first class to expire initially at the1991 annual meeting of Shareholders, the term of office of the second class toexpire initially at the 1992 annual meeting of Shareholders and the term ofoffice of the third class to expire initially at the 1993 annual meeting ofShareholders, and with the directors of each class to hold office until theirsuccessors are duly elected and qualified. At each annual meeting ofShareholders following such classification and election, directors elected tosucceed those directors whose terms expire shall be elected for a term ofoffice to expire at the third succeeding annual meeting of Shareholders aftertheir election.  (c) Directors need not be Shareholders of the Corporation norresidents of the State of Michigan; *provided, however*, that each incumbentdirector whose current term of office expires at either the 2003 or 2004 annualmeeting of Shareholders shall be required to become and/or be a Shareholder ofthe Corporation, beneficially owning at least 1,000 shares of voting capitalstock of the Corporation within 120 days after the 2002 annual meeting ofShareholders and continually thereafter, or else automatically forfeit thatoffice resulting in an immediate vacancy; and *provided, further,*that eachnon-incumbent director (“***New Director***”) elected at the 2002 annual meeting ofShareholders or anytime thereafter shall be required to become and/or be aShareholder of the Corporation, beneficially owning at least the MinimumRequirement (as defined below), within one year after the New Director’selection date and continually thereafter, or else automatically forfeit thatoffice resulting in an immediate vacancy. The term ‘***Minimum Requirement***’ shallmean the minimum number of shares of voting capital stock of the Corporation asshall be established, from time to time, by the Board pursuant to a resolutionadopted for the purposes of the foregoing proviso by a majority of the totalnumber of authorized directors (whether or not there exist any vacancies inpreviously authorized directorships at the time any such resolution ispresented to the Board for adoption)  (d) No one shall be eligible to be elected or reelected for a newterm of office as a director of the Corporation beginning after such person’sreaching age 70, *except*that the Board in its sole discretion may by resolutionwaive
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   this prohibition, case by case, if it expressly determines in suchresolution that such waiver is in the best interests of the Corporation.  (e) At least three of the directors shall be Independent Directors,as that term is defined in the Articles.     Section 2. Vacancies. Subject to the rights of the holders of any class orseries of preferred shares of the Corporation then outstanding, newly created directorshipsresulting from any increase in the authorized number of directors or any vacancies in the Boardresulting from death, resignation, retirement, disqualification, removal from office or other causemay be filled only by a majority vote of the directors then in office though less than a quorum, orby the sole remaining director, and directors so chosen shall hold office for a term expiring atthe annual meeting of Shareholders at which the term of office of the class to which they have beenelected expires or until their successors have been duly elected and qualified.     Section 3. Removal; Resignation. (a) Subject to the rights of the holders of any class or series ofpreferred shares of the Corporation then outstanding, and except as otherwiseprovided by law, the Articles or these Bylaws, at any meeting of theShareholders called expressly for such purpose, any director, or the entireBoard, may be removed, but only for cause, by a vote of Shareholders holding amajority of the shares issued and outstanding and entitled to vote at anelection of directors, voting together as a single class.  (b) Any director may resign at any time by giving written notice tothe Board, the chairman of the Board, the chief executive officer, or thesecretary of the Corporation. Unless a subsequent time is specified in suchwritten notice, a resignation shall take effect upon its receipt by theCorporation.     Section 4. Place of Meetings. The Board may hold both regular and specialmeetings either within or outside the State of Michigan, at such place as the Board from time totime deems advisable.     Section 5. Annual Meeting. The annual meeting of each newly elected Boardshall be held as soon as is practicable following the annual meeting of Shareholders, and no noticeto the newly elected directors of such meeting shall be necessary for such meeting to be lawful.     Section 6. Regular Meetings. Additional regular meetings of the Board may beheld without notice, at such time and place as from time to time may be determined by the Board.     Section 7. Special Meetings. Special meetings of the Board may be called byany one of the chairman of the Board or the vice chairman of the Board (if any) or by a majority ofdirectors, in each case upon 24 hours’ notice to each director if such notice is deliveredpersonally or sent by telegram, facsimile or electronic mail or upon 5 days’ notice if sent bymail,
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unless such notice is waived. Unless otherwise indicated in the notice thereof, any and allbusiness may be transacted at a special meeting.     Section 8. Quorum; Adjournments. A majority of the total number of directorsthen in office shall constitute a quorum for the transaction of business at each and every meetingof the Board, and the act of a majority of the directors present at any meeting at which a quorumis present shall be the act of the Board, except as otherwise specifically provided by law, theArticles or these Bylaws. If a quorum is not present at any meeting of the Board, the directorspresent may adjourn the meeting, from time to time, without notice other than announcement at themeeting, until a quorum is present.     Section 9. Duties of Directors. The directors of the Corporation shall have afiduciary duty to the Shareholders to arrange, oversee and supervise the affairs and business ofthe Corporation.     Section 10. Compensation. Directors shall be entitled to such compensationfor their services as directors as from time to time may be fixed by the Board, including, withoutlimitation, for their services as members of committees of the Board and in any event shall beentitled to reimbursement of all reasonable expenses incurred by them in attending directors’meetings. Any director may waive compensation for any meeting. No director who receivescompensation as a director shall be barred from serving the Corporation in any other capacity orfrom receiving compensation and reimbursement of reasonable expenses for any or all such otherservices.     Section 11. Action by Consent. Any action required or permitted to be takenat any meeting of the Board or a committee of the Board may be taken without a meeting and withoutprior notice if a written consent in lieu of such meeting which sets forth the action so taken issigned either before or after such action by all directors or all members of the committee, as thecase may be. All written consents shall be filed with the minutes of the Board’s proceedings. Awritten consent has the same effect as a vote of the Board or committee for all purposes.     Section 12. Meetings by Telephone or Similar Communications. The directorsmay participate in meetings by means of conference telephone or similar communications equipment,whereby all directors participating in the meeting can hear each other at the same time, andparticipation in any such meeting shall constitute presence in person by such director at suchmeeting. A written record shall be made of all actions taken at any meeting conducted by means ofa conference telephone or similar communications equipment.     Section 13. Nomination of Director Candidates. Subject to the rights ofholders of any class or series of preferred shares then outstanding, nominations for the electionof directors may be made by: (a) the Board or a proxy committee appointed by the Board or (b) anyShareholder entitled to vote in the election of directors generally; *provided, however,*anyShareholder entitled to vote in the election of directors generally may nominate one or morepersons for election as directors at a meeting only if timely notice of such Shareholder’s intentto make such nomination or nominations has been given in writing to the secretary of theCorporation. To be timely, a Shareholder’s notice must be delivered to or mailed and received atthe principal executive
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offices of the Corporation not fewer than 90 days prior to the meeting; *provided, however,*that inthe event that less than 100 days’ notice or prior public disclosure of the date of the meeting isgiven or made to Shareholders, notice by the Shareholder to be timely must be so received not laterthan the close of business on the tenth day following the day on which such notice of the date ofthe meeting was mailed or such public disclosure was made. Each such notice shall set forth: (a)the name and address of the Shareholder who intends to make the nomination and of the person orpersons to be nominated; (b) a representation that the Shareholder is a holder of record of stockof the Corporation entitled to vote for the election of directors on the date of such notice andintends to appear in person or by proxy at the meeting to nominate the person or persons specifiedin the notice; (c) a description of all arrangements or understandings between the Shareholder andeach nominee and any other person or persons (naming such person or persons) pursuant to which thenomination or nominations are to be made by the Shareholder; (d) such other information regardingeach nominee proposed by such Shareholder as would be required to be included in a proxy statementfiled pursuant to the proxy rules of the Securities and Exchange Commission (“***SEC***”), had thenominee been nominated, or intended to be nominated, by the Board; and (e) the consent of eachnominee to serve as a director of the Corporation if so elected.     In the event that a person is validly designated as a nominee in accordance with this Section13 and shall thereafter become unable or unwilling to stand for election to the Board, the Board orthe Shareholder who proposed such nominee, as the case may be, may designate a substitute nomineeupon delivery, not fewer than 10 days prior to the date of the meeting for the election of suchnominee, of a written notice to the secretary setting forth such information regarding suchsubstitute nominee as would have been required to be delivered to the secretary pursuant to thisSection 13 had such substitute nominee been initially proposed as a nominee. Such notice shallinclude a signed consent to serve as a director of the Corporation, if elected, of each suchsubstitute nominee.     If the chairman of the meeting for the election of directors determines that a nomination ofany candidate for election as a director at such meeting was not made in accordance with theapplicable provisions of this Section 13, such nomination shall be void.ARTICLE IVCommittees     Section 1. Formation of Committees. The Board may, by resolution passed by amajority of the entire Board, designate one or more committees, with each committee consisting ofone or more directors of the Corporation. The standing committees shall be the Audit Committee,the Compensation Committee, the Executive Committee, the Finance Committee and the GovernanceCommittee. Except as prohibited by law, any such committee, to the extent provided in theresolution, shall have and may exercise the powers of the Board conferred upon such committee bythe Board in the management of the business and affairs of the Corporation, and may authorize theseal of the Corporation to be affixed to all papers which may require it. Such committee orcommittees shall have the name as may be determined from time to time by resolution adopted by theBoard.
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     Section 2. Other Provisions Regarding Committees. (a) Subject to the limitations set forth in Section 1 of thisArticle IV, the Board shall have the power at any time to fill vacancies in,change the membership of, or discharge any committee.  (b) Members of any committee shall be entitled to such compensationfor their services as from time to time may be fixed by the Board and in anyevent shall be entitled to reimbursement of all reasonable expenses incurred inattending committee meetings. Any member of a committee may waive compensationfor any meeting. No committee member who receives compensation as a member ofany one or more committees shall be barred from serving the Corporation in anyother capacity or from receiving compensation and reimbursement of reasonableexpenses for any or all such other services.  (c) Unless prohibited by law, the provisions of Section 11 (“***Actionby Consent***”) and Section 12 (“***Meetings by Telephone or Similar Communications***”)of Article III shall apply to all committees from time to time created by theBoard.  (d) Each committee may determine the procedural rules for meetingand conducting its business and shall act in accordance therewith, except asotherwise provided in these Bylaws or required by law. Adequate provisionshall be made for notice to members of all meetings; one-third of theauthorized members shall constitute a quorum unless the committee shall consistof one or two members, in which event one member shall constitute a quorum; andall matters shall be determined by a majority vote of the members present.     Section 3. Executive Committee. The Board shall appoint from its number anexecutive committee, consisting of not less than four (4) nor more than five (5) members, whichmembership shall have as its chairperson the chairman of the Board, with further requirements forthe membership composition of the executive committee to include one non-management member. Theexecutive committee shall have and may exercise the power and the authority of the Board whennecessary or advisable between meetings of the Board, subject to the prohibitions below; and theexecutive committee shall report all of its actions to the Board at the next regular or specialmeeting of the Board and such actions shall be subject to revision and alteration by the Board atsuch meeting; *provided, however,*that the rights of third parties shall not be affected by any suchrevision or alteration; and *provided, further,*that the executive committee shall not have thepower to: (i) fill vacancies in the Board of Directors; (ii) amend the Articles; (iii) adopt, amendor repeal the Bylaws; (iv) adopt an agreement of merger or share exchange; (v) recommend toShareholders the sale, lease, or exchange of all or substantially all of the Corporation’s propertyand assets; (vi) recommend to Shareholders a dissolution of the Corporation or a revocation of adissolution; or (vii) declare a distribution, dividend, or to
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authorize the issuance of shares. At each meeting of the executive committee, the presence of atleast a majority of the members of the executive committee shall be necessary to constitute aquorum for the transaction of business, and the vote of the majority of the members present at anymeeting, at which a quorum is present, shall be the act of the executive committee. The chairmanof the Board shall vote only to make or break a tie.     Section 4. Audit Committee. The Board shall designate an Audit Committee,which shall be comprised solely of Independent Directors, as that term is defined in the Articles.The Board may designate one or more directors as alternate members of the Audit Committee who mayreplace any absent or disqualified member at any meeting of the committee; *provided, however*, thatat all times all members of the Audit Committee shall be Independent Directors.ARTICLE VOfficers     Section 1. Positions. The Corporation’s officers shall be chosen andappointed by the Board and shall consist of a nonexecutive chairman of the Board, a chief executiveofficer, a chief financial officer, a president, one or more vice presidents (if and to the extentrequired by law or if not required, if the Board from time to time appoints a vice president orvice presidents), a secretary and a treasurer. The Board also may choose one vice chairman of theBoard, one or more assistant secretaries and/or assistant treasurers and such other officers and/oragents as the Board from time to time deems necessary or appropriate. Only the chairman and thevice chairman (if any) must be a director. The Board may delegate to the chief executive officerof the Corporation the authority to appoint any officer or agent of the Corporation and to fill avacancy other than the chairman of the Board, chief executive officer, president, chief financialofficer, treasurer, or vice chairman of the Board. The election or appointment of any officer ofthe Corporation in itself shall not create contract rights for any such officer. All officers ofthe Corporation shall exercise such powers and perform such duties as from time to time shall bedetermined by the Board. Any two or more offices may be held by the same person.     Section 2. Term of Office; Removal. Each officer of the Corporation shallhold office at the pleasure of the Board and any officer may be removed, with or without cause, atany time by the affirmative vote of a majority of the directors then in office, provided that anyofficer appointed by the chief executive officer pursuant to authority delegated to the chiefexecutive officer by the Board may be removed, with or without cause, at any time whenever thechief executive officer in his or her absolute discretion shall consider that the best interests ofthe Corporation shall be served by such removal. Removal of any officer by the Board or by thechief executive officer, as the case may be, shall not prejudice the contract rights, if any, ofthe person so removed. Vacancies (however caused) in any office may be filled for the unexpiredportion of the term by the Board (or by the chief executive officer in the case of a vacancyoccurring in an office to which the chief executive officer has been delegated the authority tomake appointments).
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     Section 3. Compensation. The salaries of all officers of the Corporationshall be fixed from time to time by the Board, and no officer shall be prevented from receiving asalary by reason of the fact that he or she also receives from the Corporation compensation in anyother capacity.     Section 4. Action With Respect to Securities of Other Corporations. Unlessotherwise directed by the Board, the chief executive officer or any officer of the Corporationauthorized by the chief executive officer shall have the power to vote and otherwise act on behalfof the Corporation, in person or by proxy, at any meeting of shareholders of or with respect to anyaction of shareholders of any other corporation in which this Corporation may hold securities andotherwise to exercise any and all rights and powers which this Corporation may possess by reason ofits ownership of securities in such other corporation.     Section 5. Chairman of the Board. The chairman of the Board, subject to thedirection of the Board, shall perform such supervisory and management functions and duties as fromtime to time may be assigned to him or her by the Board. The chairman of the Board, if present,shall preside at all meetings of the Shareholders and all meetings of the Board.     Section 6. Vice Chairman of the Board. The vice chairman of the Board (ifany), subject to the direction of the Board, shall perform such supervisory and managementfunctions and duties as from time to time may be assigned to him or her by the Board. If thechairman of the Board is not present (or if there is none) at any meeting of the Shareholders orany meeting of the Board, the vice chairman of the Board (if any), if present, shall preside atsuch meeting.     Section 7. Chief Executive Officer. The Board may select the chairman of theBoard or another person to serve as the chief executive officer of the Corporation, and such chiefexecutive officer shall, subject to the direction of the Board, perform such executive, supervisoryand management functions and duties as from time to time may be assigned to him or her by theBoard. Unless otherwise prescribed by the Board, the chief executive officer shall have full powerand authority on behalf of the Corporation to attend, act and vote at any meeting of securityholders of other corporations in which the Corporation may hold securities. At any such meetingthe chief executive officer shall possess and may exercise any and all rights and powers incidentsto the ownership of such securities which the Corporation possesses and has the power to exercise.The Board from time to time may confer like powers upon any other person or persons.     Section 8. President. The president shall be the chief operating officer ofthe Corporation and, subject to the direction of the Board, shall have general charge of thebusiness affairs and property of the Corporation and general supervision over its other officersand agents. In general, the president shall perform all duties incident to the office of presidentof a stock corporation and shall see that all orders and resolutions of the Board are carried intoeffect.     Section 9. Vice Presidents. In the absence or disability of the president,the vice president, if any (or in the event there is more than one, the vice presidents in theorder designated, or in the absence of any designation, in the order of their election), shallperform the duties and exercise the powers of the president. The vice president(s) also generallyshall assist
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the president and shall perform such other duties and have such other powers as from time to timemay be prescribed by the Board.     Section 10. Secretary. The secretary shall attend all meetings of the Boardand of the Shareholders and shall record all votes and the proceedings of all meetings in a book tobe kept for such purposes. The secretary also shall perform like duties for the committees, ifrequired by any such committee. The secretary shall give (or cause to be given) notice of allmeetings of the Shareholders and all special meetings of the Board and shall perform such otherduties as from time to time may be prescribed by the Board, the chairman of the Board, the chiefexecutive officer or the president. The secretary shall have custody of the seal of theCorporation, shall have authority (as shall any assistant secretary) to affix the same to anyinstrument requiring it, and to attend the seal by his or her signature. The Board may givegeneral authority to officers other than the secretary or any assistant secretary to affix the sealof the Corporation and to attest the affixing thereof by his or her signature.     Section 11. Assistant Secretary. The assistant secretary, if any (or in theevent there is more than one, the assistant secretaries in the order designated, or in the absenceof any designation, in the order of their election), in the absence or disability of the secretary,shall perform the duties and exercise the powers of the secretary. The assistant secretary shallperform such other duties and have such other powers as from time to time may be prescribed by theBoard.     Section 12. Treasurer. The treasurer shall have the custody of the corporatefunds, securities, other similar valuable effects, and evidence of indebtedness, shall keep fulland accurate accounts of receipts and disbursements in books belonging to the Corporation and shalldeposit all moneys and other valuable effects in the name and to the credit of the Corporation insuch depositories as from time to time may be designated by the Board. The treasurer shalldisburse the funds of the Corporation in such manner as may be ordered by the Board from time totime and shall render to the chairman of the Board, the chief executive officer, the president andthe Board, at regular meetings of the Board or whenever any of them so require, an account of alltransactions and of the financial condition of the Corporation.     Section 13. Assistant Treasurer. The assistant treasurer, if any (or in theevent there is more than one, the assistant treasurers in the order designated, or in the absenceof any designation, in the order of their election), in the absence or disability of the treasurer,shall perform the duties and exercise the powers of the treasurer. The assistant treasurer(s)shall perform such other duties and have such other powers as from time to time may be prescribedby the Board.ARTICLE VINotices     Section 1. Form; Delivery. Any notice required or permitted to be given toany director, officer, Shareholder or committee member shall be given in writing, either personallyor by first-class mail with postage prepaid, in either case addressed to the recipient at his orher
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address as it appears in the records of the Corporation. Personally delivered notices shall bedeemed to be given at the time they are delivered at the address of the named recipient as itappears in the records of the Corporation, and mailed notices shall be deemed to be given at thetime they are deposited in the United States mail. Notice to a director also may be given bytelegram, facsimile or electronic mail sent to his or her address, facsimile number or Internetaddress, respectively, as it appears on the records of the Corporation and shall be deemed given atthe time delivered at such address, facsimile number or Internet address, respectively.     Section 2. Waiver; Effect of Attendance. Whenever any notice is required tobe given by law, the Articles or these Bylaws, a written waiver thereof, signed by the person orpersons entitled to such notice, whether before or after the time stated therein, shall be theequivalent of the giving of such notice. Any director or committee member who attends a meeting ofthe Board or a committee thereof shall be deemed to have had timely and proper notice of themeeting, unless such director or committee member attends for the express purpose of objecting tothe transaction of any business on the grounds that the meeting is not lawfully called or convened.A Shareholder’s attendance at a meeting (whether in person or by proxy) shall result in: (i)waiver of objection to lack of notice or defective notice of the meeting, unless the Shareholder atthe beginning of the meeting objects to holding the meeting or transacting business at the meetingand (ii) waiver of objection to consideration of a particular matter at the meeting that is notwithin the purpose or purposes described in the meeting notice, unless the Shareholder objects toconsidering the matter when it is presented.ARTICLE VIIIndemnification     Section 1. Indemnification. The Corporation shall indemnify each of thedirectors and officers of the Corporation, and may indemnify any other individual, to the fullestextent permitted by Sections 561 and 562 of the Business Corporation Act of Michigan, as it may beamended from time to time (the “***Act***”) and as otherwise permitted by law, and shall promptly make orcause to be made any determination required by Section 564a of the Act. The Corporation shall payand reimburse each of the directors and officers of the Corporation, and may pay and reimburse anyother individual, to the fullest extent permitted by Section 564b of the Act and as otherwisepermitted by law, and the Corporation shall promptly make or cause to be made any determinationrequired by Section 564b.     Section 2. Insurance. The Corporation shall maintain insurance to the extentreasonably available, at its expense, to protect itself and any director, officer, employee oragent of the Corporation or of another corporation, partnership, joint venture, trust or otherenterprise against any expense, liability or loss, whether or not the Corporation would have thepower to indemnify such person against such expense, liability or loss under the Act.     Section 3.Effect of Amendment. Any amendment, repeal or modification of anyprovision of this Article VII by the Shareholders or the directors of the Corporation shall notadversely affect any right or protection of a director, officer, employee or agent of theCorporation existing at the time of such amendment, repeal or modification.
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ARTICLE VIIIStock Certificates     Section 1. Certificates; Signatures. The shares of the Corporation may berepresented by certificates or, if approved by the Board of Directors of the Corporation, may beuncertificated. Any shares represented by a certificate may not become uncertificated until thecertificate therefore is surrendered to the Corporation. Every holder of stock represented bycertificates shall be entitled to have a certificate, signed by or in the name of the Corporationby the chairman of the Board, vice chairman of the Board, president or a vice president, or byanother officer, of the Corporation, representing the number of shares registered in certificateform. Any and all signatures on any such certificate may be facsimiles. In case any officer,transfer agent or registrar who has signed or whose facsimile signature has been placed upon acertificate shall have ceased to be such officer, transfer agent or registrar before suchcertificate is issued, it may be issued by the Corporation with the same effect as if he were suchofficer, transfer agent or registrar at the date of issue. The name of the holder of record of theshares represented thereby, with the number of such shares and the date of issue, shall be enteredon the books of the Corporation.     Section 2. Transfers of Stock. Upon compliance with provisions restricting thetransfer or registration of transfer of shares of stock, if any, shares of capital stock shall betransferable on the books of the Corporation only by the holder of record thereof in person, or byduly authorized attorney, upon, in the case of certificated shares, surrender and cancellation ofcertificates for a like number of shares, properly endorsed, and the payment of all taxes duethereon.     Section 3. Registered Shareholders. Except as otherwise provided by law, theCorporation shall be entitled to recognize the exclusive right of a person who is registered on itsbooks as the owner of shares of its capital stock to receive dividends or other distributions (tothe extent otherwise distributable or distributed) and to vote (in the case of voting stock) assuch owner, and to hold liable for calls and assessments a person who is registered on its books asthe owner of shares of its capital stock. The Corporation shall not be bound to recognize anyequitable or legal claim to or interest in such shares on the part of any other person. TheCorporation (or its transfer agent) shall not be required to send notices or dividends to a name oraddress other than the name and address of the Shareholder appearing on the stock ledger maintainedby the Corporation (or by the transfer agent or registrar, if any), unless any such Shareholdershall have notified the Corporation (or the transfer agent or registrar, if any), in writing, ofanother name or address at least 10 days prior to the mailing of such notice or dividend.     Section 4. Record Date. In order that the Corporation may determine theShareholders of record who are entitled (i) to notice of or to vote at any meeting of Shareholdersor any adjournment thereof, (ii) to receive payment of any dividend or other distribution orallotment of any rights, or (iii) to exercise any rights in respect of any change, conversion orexchange of stock, or for the purpose of any other lawful action, the Board, in advance, may fix adate as the record date for any such determination. Such date shall not be more than 60 days nor
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less than 10 days before the date of such meeting, nor more than 60 days prior to the date of anyother action. A determination of Shareholders of record entitled to notice of or to vote at ameeting of the Shareholders shall apply to any adjournment of the meeting taken pursuant to Section6 of Article II; *provided, however,*that the Board, in its discretion, may fix a new record datefor the adjourned meeting.     Section 5. Lost, Stolen or Destroyed Certificate. The Board may direct a newcertificate to be issued in place of any certificate theretofore issued by the Corporation which isclaimed to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by theperson claiming the certificate to be lost, stolen or destroyed. When authorizing such issuance ofa new certificate, the Board, in its discretion, may require as a condition precedent to issuancethat the owner of such lost, stolen or destroyed certificate, or his or her legal representative,advertise the same in such manner as the Board shall require and/or to give the Corporation a bondin such sum, or other security in such form, as the Board may direct, as indemnity against anyclaim that may be made against the Corporation with respect to the certificate claimed to have beenlost, stolen or destroyed.     Section 6. Regulations. The issuance, transfer, conversion and registrationof certificates of stock shall be governed by such other regulations as the Board may establish.ARTICLE IXGeneral Provisions     Section 1. Dividends. Subject to the Act and to any provisions of theArticles relating to dividends, dividends upon the outstanding capital stock of the Corporation maybe declared by the Board at any annual, regular or special meeting and may be paid in cash, inproperty or in shares of the Corporation’s capital stock. Any distribution to Shareholders ofincome or capital assets**,** of the Corporation will be accompanied by a written statementdisclosing the source of the funds distributed. If, at the time of distribution, this informationis not available, a written explanation of the relevant circumstances will accompany thedistribution and the written statement disclosing the source of the funds distributed will be sentto the Shareholders not later than 60 days after the close of the fiscal year in which thedistribution was made.     Section 2. Reserves. The Board, in its sole discretion, may fix a sum whichmay be set aside or reserved over and above the paid-in capital of the Corporation for workingcapital or as a reserve for any proper purpose, and from time to time may increase, diminish orvary such fund or funds.     Section 3. Fiscal Year. The fiscal year of the Corporation shall be asdetermined from time to time by the Board.     Section 4. Seal. The corporate seal shall have inscribed thereon the name ofthe Corporation, the year of its incorporation and the words “Corporate Seal” and “State ofMichigan.”
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     Section 5. Amendment of the Bylaws. The Board is expressly empowered toadopt, amend or repeal Bylaws of the Corporation. Any adoption, amendment or repeal of Bylaws bythe Board shall require the approval of a majority of the total number of authorized directors(whether or not there exist any vacancies in previously authorized directorships at the time anyresolution providing for adoption, amendment or repeal is presented to the Board). TheShareholders shall also have power to adopt, amend or repeal the Bylaws. In addition to any voteof the holders of any class or series of stock of the Corporation required by law or these Bylaws,the affirmative vote of the holders of at least66-2/3% of the voting power of all of thethen-outstanding shares of the capital stock of the Corporation entitled to vote generally in theelection of directors, voting together as a single class, shall be required to adopt, amend orrepeal any provisions of the Bylaws.     Section 6. Reports. (a) The chairman of the Board or the chief executive officer shallprepare or cause to be prepared annually a full and correct annual report toShareholders (“***Annual Report***”) concerning the operations of the Corporation andcontaining audited financial statements of the Corporation and its subsidiariesfor the preceding fiscal year prepared in accordance with generally acceptedaccounting principles.  (b) The Annual Report shall be mailed or delivered to eachShareholder as of a record date after the end of such fiscal year and eachholder of other publicly held securities of the Corporation within 120 daysafter the end of the fiscal year, and shall be filed at the time the AnnualReport is distributed to the Shareholders with any Exchange on which theCorporation’s shares are listed and traded.  (c) There shall be an annual meeting of the Corporation’sShareholders upon reasonable notice following delivery of the Annual Report.The Annual Report shall also be submitted at the annual meeting and shall beplaced on file thereafter at the principal office of the Corporation.  (d) To the extent that the Corporation is required to file with theSEC quarterly reports, including statements of operating results, theCorporation shall make copies of such quarterly reports available to theShareholders on a timely basis. The statement of operations contained in suchquarterly reports shall disclose, at a minimum, any substantial items of anunusual or nonrecurrent nature and net income before and after estimatedfederal income tax.  (e) To the extent that the Corporation is required to file with theSEC or other federal or state regulatory authority interim reports relatingprimarily to operations and financial positions, the Corporation shall makereports which reflect the information contained in such interim reportsavailable to
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   the Shareholders before or as soon as practicable after such interim reportsare filed with the SEC or other regulatory authority. If the form of thereport provided to the Shareholders differs from the interim report filedwith the SEC or the regulatory authority, the Corporation shall file a copyof the report provided to the Shareholders with any Exchange on which theCorporation’s shares are listed and traded.     Section 7. Inspection of Books and Records. Inspection of the Corporation’sbooks and records (including Shareholder records) shall be provided to the Shareholders and to theofficial or agency administering the securities laws of the various states upon reasonable noticefor any proper purpose and as is consistent with applicable laws and regulations.     Section 8. Review of Transactions. As long as the Corporation’s shares arelisted and traded on any Exchange, the Corporation shall conduct an appropriate review of allrelated party transactions on an ongoing basis and shall utilize the Corporation’s Audit Committeeor a comparable body for the review of potential conflict of interest situations where appropriate.ARTICLE X     To the extent that it may be deemed applicable to the Corporation because of Article XIX ofthe Articles of Incorporation or otherwise, neither former Chapter 7B of the Act nor Article XIXshall apply to any control share acquisitions (as defined in former Chapter 7B) of shares of theCompany.
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