**AMENDED AND RESTATED BYLAWS****OF****MEADOWBROOK INSURANCE GROUP, INC.**
 

 
**AMENDED AND RESTATED BYLAWS****OF****MEADOWBROOK INSURANCE GROUP, INC.**TABLE OF CONTENTS     PageARTICLE I – OFFICES  11.1 Registered Office  11.2 Other Offices  1   ARTICLE II – MEETINGS OF SHAREHOLDERS  12.1 Time and Place  12.2 Annual Meetings  12.3 Special Meetings  12.4 Notice of Meetings  12.5 Shareholder Proposals  22.6 List of Shareholders  22.7 Quorum Adjournment  22.8 Voting  22.9 Proxies  32.10 Questions Concerning Elections  32.11 Telephonic Attendance  32.12 Action by Written Consent  3   ARTICLE III – DIRECTORS  33.1 Governance  33.2 Number, Election and Term  33.3 Nomination of Directors  43.4 Resignation  43.5 Removal  43.6 Vacancies  53.7 Place of Meetings  53.8 Annual Meetings  53.9 Regular Meetings  53.10 Special Meetings  53.11 Quorum  53.12 Voting  63.13 Telephonic Participation  63.14 Action by Written Consent  63.15 Committees  63.16 Compensation  7
 

 
     PageARTICLE IV – OFFICERS  74.1 Officers and Agents  74.2 Compensation  74.3 Term  84.4 Removal  84.5 Resignation  84.6 Vacancies  84.7 Chairperson of the Board  84.8 Chief Executive Officer  84.9 President  84.10 Executive Vice Presidents and Vice Presidents  94.11 Secretary  94.12 Treasurer  94.13 Assistant Vice President, Secretaries and Treasurers  94.14 Execution of Contracts and Instruments  104.15 Voting of Shares and Securities of Other Corporations and Entities  10   ARTICLE V – NOTICES AND WAIVERS OF NOTICE  105.1 Delivery of Notices  105.2 Waiver of Notice  10   ARTICLE VI – SHARE CERTIFICATES AND SHAREHOLDERS OF RECORD  116.1 Certificates for Shares  116.2 Lost or Destroyed Certificates  116.3 Transfer of Shares  126.4 Record Date  126.5 Registered Shareholder  13   ARTICLE VII – CONTROL SHARE ACQUISITIONS  137.1 Power to Redeem if no Acquiring Person Statement if Filed  137.2 Power to Redeem After Shareholder Vote  137.3 Procedure for Redemption  137.4 Interpretation of Article VII  13   ARTICLE VIII – INDEMNIFICATION  13   ARTICLE IX – GENERAL PROVISIONS  149.1 Checks and Funds  149.2 Fiscal Year  149.3 Corporate Seal  149.4 Books and Records  149.5 Financial Statements  15   ARTICLE X – AMENDMENTS  15   ARTICLE XI – SCOPE OF BYLAWS  15
 

 
MEADOWBROOK INSURANCE GROUP, INC.**ARTICLE I**OFFICES     1.1 Registered Office. The registered office of the Corporation shall be located atsuch place in Michigan as the Board of Directors from time to time determines.     1.2 Other Offices. The Corporation may also have offices or branches at such otherplaces as the Board of Directors from time to time determines or the business of the Corporationrequires.**ARTICLE II**MEETINGS OF SHAREHOLDERS     2.1 Time and Place. All meetings of the shareholders shall be held at such place andtime as the Board of Directors determines.     2.2 Annual Meetings. An annual meeting of the shareholders shall be held on a date,not later than 180 days after the end of the immediately preceding fiscal year, to be determined bythe Board of Directors. At the annual meeting, the shareholders shall elect directors and transactsuch other business as is properly brought before the meeting and described in the notice ofmeeting. If the annual meeting is not held on its designated date, the Board of Directors shallcause it to be held as soon thereafter as convenient.     2.3 Special Meetings. Special meetings of the shareholders, for any purpose, (a) maybe called by the Corporation’s Chief Executive Officer or the Board of Directors, and (b) shall becalled by the President or Secretary upon written request (stating the purpose for which themeeting is to be called) of the holders of a majority of all the shares entitled to vote at themeeting.     2.4 Notice of Meetings. Written notice of each shareholders’ meeting, stating theplace, date and time of the meeting and the purposes for which the meeting is called, shall begiven (in the manner described in Section 5.1 below) not less than 10 nor more than 60 days beforethe date of the meeting to each shareholder of record entitled to vote at the meeting. Notice ofadjourned meetings is governed by Section 2.7 below.     2.5 Shareholder Proposals. At any meting of the shareholders, only such businessshall be conducted, and only such proposals shall be acted upon, as such have been brought beforethe meeting, (i) by or at the direction of the Board of Directors; or (ii) by any shareholder ofthe Corporation who complies with the requirements of Rule 14a-8 under the Securities Exchange Actof 1934, any other applicable securities laws or any replacements thereof and as shall otherwise beproper subjects for shareholder action and shall be properly introduced at the meeting.     2.6 List of Shareholders. The officer or agent who has charge of the stock transferbooks for shares of the Corporation shall make and certify a complete list of the shareholdersentitled to vote at a shareholders’ meeting or any adjournment of the meeting. The list shall bearranged alphabetically within each class and series and shall show the address of and the
 

 
number of shares held by each shareholder. The list shall be produced at the time and place of themeeting and may be inspected by any shareholder at any time during the meeting.     2.7 Quorum Adjournment. At all shareholders’ meetings, the shareholders present inperson or represented by proxy who, as of the record date for the meeting, were holders of sharesentitled to cast a majority of the votes at the meeting, shall constitute a quorum. Once a quorumis present at a meeting, all shareholders present in person or represented by proxy at the meetingmay continue to do business until adjournment, notwithstanding the withdrawal of enoughshareholders to leave less than a quorum. Regardless of whether a quorum is present, ashareholders’ meeting may be adjourned to another time and place by a vote of shares present inperson or by proxy without notice other than announcement at the meeting; provided, that (a) onlysuch business may be transacted at the adjourned meeting as might have been transacted at theoriginal meeting; and (b) if the adjournment is for more than 60 days or if after the adjournment anew record date is fixed for the adjourned meeting, a notice of the adjourned meeting must be givento each shareholder of record entitled to vote at the meeting.     2.8 Voting. Except as otherwise provided in Sections 794 and 795 of the MichiganBusiness Corporation Act, each shareholder shall at every meeting of the shareholders be entitledto one vote in person or by proxy for each share having voting power held by such shareholder andon each matter submitted to a vote, unless otherwise provided by the Articles of Incorporation. Avote may be cast either orally or in writing. When an action, other than the election ofdirectors, is to be taken by vote of the shareholders, it shall be authorized by a majority of thevotes cast by the holders of shares entitled to vote on such action, unless a greater vote isrequired by the Articles of Incorporation or by the Michigan Business Corporation Act. Except asotherwise provided by the Articles of Incorporation directors shall be elected by a plurality ofthe votes cast at any election.     2.9 Proxies. A shareholder entitled to vote at a meeting of shareholders or toexpress consent or dissent without a meeting may authorize other persons to act for him or her byproxy. Each proxy shall be in writing and signed by the shareholder or the shareholder’sauthorized agent or representative. A proxy is not valid after the expiration of three years afterits date unless otherwise provided in the proxy.     2.10 Questions Concerning Elections. The Board of Directors may, in advance of themeeting, or the president officer may, at the meeting, appoint one or more inspectors to act at ashareholders’ meeting of any adjournment. If appointed, the inspectors shall determine the numberof shares outstanding and the voting power of each, the shares represented at the meeting, theexistence of a quorum, the validity and effect of proxies, and shall receive votes, ballots orconsents, hear and determine challenges and questions arising in connection with the right to vote,count and tabulate votes, ballots or consents, determine the result, and do such acts as are properto conduct the election or vote with fairness to all shareholders.     2.11 Telephonic Attendance. Shareholders may participate in any shareholders’meeting by means of a conference telephone or similar communications equipment through which anypersons participating in the meeting may communicate with other participants. All participantsshall be advised of the communications equipment and the names of the participants in theconference shall be divulged to all participants. Participation in a meeting pursuant to thisSection 2.11 constitutes presence in person at such meeting.
 

 
     2.12 Action by Written Consent. To the extent permitted by the Articles ofIncorporation or applicable law, any action required or permitted to be taken at any shareholders’meeting may be taken without a meeting, prior notice and a vote, by written consent ofshareholders.ARTICLE IIIDIRECTORS     3.1 Governance. The business and affairs of the Corporation shall be managed by orunder the direction of its Board of Directors which may exercise all such powers of the Corporationand do all such lawful acts and things as are not by statute or by the Articles of Incorporation orby these Bylaws directed or required to be exercised or done by the shareholders.     3.2 Number, Election and Term. The number of Directors which shall constitutes thewhole Board of Directors shall not be less than three (3) nor more than fifteen (15) members, whichshall be divided into three classes as nearly equal in number as possible, with the term of officeof one class expiring each year. The exact number of Directors shall be determined from time totime solely by resolution adopted by an affirmative vote or consent of the majority of the entireBoard of Directors. The Board of Directors shall be elected at the annual meeting of shareholdersfor a term of three (30 years except as provided in the Articles of Incorporation and in Section3.5 and 3.6 of these Bylaws and each Director shall hold office until his or her successor iselected and qualified.     3.3 Nomination of Directors. Subject to such rights of the holders of one or moreoutstanding series of preferred stock of the Corporation to elect one or more Directors in case ofarrearages in the payment of dividends as shall be prescribed in the Articles of Incorporation ofthe Corporation or in the resolutions of the Board of Directors providing for the establishment ofany such series, only persons who are nominated in accordance with the procedures set forth in thisSection 3.3 shall be eligible for election as, and to serve as, Directors. Nominations of personsfor election to the Board of Directors may be made at a meeting of the shareholders at whichdirectors are to be elected (i) by or at the direction of the Board of Directors; or (ii) by anyshareholder of the Corporation entitled to vote at such meeting in the election of directors whocomplies with the requirements of this Section 3.3. Such nominations, other than those made by orat the direction of the Board of Directors, shall be in compliance with the requirements of Rule14a-8 under the Securities Exchange Act of 1934, any other applicable securities laws or anyreplacements thereof and shall be preceded by advance notice in writing to the Secretary of theCorporations providing the information required under the Securities Exchange Act of 1934 to bedisclosed in a proxy statement with respect to such nomination. A shareholder’s notice to theSecretary shall include (a) as to each person whom the shareholder proposes to nominate forelection or re-election as a director; (i) the name, age, business address and residence address ofsuch person; (ii) the principal occupation or employment of such person; (iii) the number of sharesof each class of capital stock of the Corporation beneficially owned by such person; (iv) thewritten consent of such person to having such person’s name placed in nomination at the meeting andto serve as a director if elected; and (v) any other information required by Rule 14a-8 under theSecurities Exchange Act of 1934, any other applicable securities law or any replacement thereof;and (b) as to the shareholder giving notice: (i) the name and address, as they appear on theCorporation’s books of such shareholder; and (ii) the number of shares of each class of votingstock of the Corporation, which are then beneficially owned by such shareholder, the dates uponwhich such shares were acquired and documentary support for such beneficial ownership claim.
 

 
     3.4 Resignation. A Director may resign by written notice to the Corporation. ADirector’s resignation is effective upon its receipt by the Corporation or a later time set forthin the notice of resignation.     3.5 Removal. One or more Directors may be removed with cause, by vote or consent ofthe holders of a majority of the shares entitled to vote at an election of Directors, or withoutcause by a vote or consent of the holders of 80% of the shares entitled to vote at an election ofDirectors, unless otherwise provided by the Articles of Incorporation.     3.6 Vacancies. During the intervals between annual meetings of shareholders, anyvacancy occurring in the Board of Directors caused by resignation, death or other incapacity andany newly created directorships resulting from an increase in the number of Directors shall befilled by a majority vote of the Directors then in office whether or not a quorum. Each Directorchosen to fill a vacancy shall hold office for the unexpired term in respect of which such vacancyoccurred. Each Director chosen to fill a newly created directorship shall hold office until there-election of the class for which such Director shall have been chosen. When the number ofDirectors is changed, any newly created directorships or any decrease in directorships shall beapportioned among the classes as to make all classes as nearly equal in number as possible.     3.7 Place of Meetings. The Board of Directors may hold meetings at any location.The location of annual and regular Board of Directors’ meetings shall be determined by the Boardand the location of special meetings shall be determined by the person calling the meeting.     3.8 Annual Meetings. Each newly elected Board of Director may meeting promptly afterthe annual shareholders’ meeting for the purposes of election officers and transacting such otherbusiness as may properly come before the meeting. No notice of the annual Directors’ meeting shallbe necessary to the newly elected Directors in order to legally constitute the meeting provided aquorum is present.     3.9 Regular Meetings. Regular meetings of the Board of Directors or Board committeesmay be held without notice at such places and times as the Board or committee determines at least30 days before the date of the meeting.     3.10 Special Meetings. Special meetings of the Board of Directors may be called bythe Chief Executive Officer, and shall be called by the President or Secretary upon the writtenrequest of two Directors, on two days notice to each Director or committee member by mail or 24hours notice by any other means provided in Section 5.1. The notice must specify the place, dateand time of the special meeting, but need not specify the business to be transacted at, nor thepurpose of, the meeting. Special meetings of Board committees may be called by the Chairperson ofthe committee or a majority of committee members pursuant to Section 3.10.     3.11 Quorum. At all meetings of the Board of a Board committee, a majority of theDirectors then in office, or of members of such committee, constitutes a quorum for transaction ofbusiness, unless a higher number is otherwise required. If a quorum is not present at any Board orBoard committee meeting, a majority of the Directors present at the meeting may adjourn the meetingto another time and place without notice other than announcement at the meeting. Any business maybe transacted at the adjourned meeting, which might have been transacted at the original meeting,provided a quorum is present.
 

 
     3.12 Voting. The vote of majority of the members present at any Board or Boardcommittee meeting at which a quorum is present constitutes the action of the Board of Directors orof the Board committee, unless a higher vote is otherwise required.     3.13 Telephonic Participation. Members of the Board of Directors or any Boardcommittee may participate in a Board or Board committee meeting by means of conference telephone orsimilar communications equipment through which all persons participating in the meeting cancommunicate with each other. Participation in a meeting, pursuant to this Section 3.13 constitutespresence in person at such meeting.     3.14 Action by Written Consent. Any action required or permitted to be taken underauthorization voted at a Board or Board committee meeting may be taken without a meeting if, beforeor after the action, all members of the Board then in office or of the Board committee consent tothe action in writing. Such consents shall be filed with the minutes of the proceedings of theBoard or committee and shall have the same effect as a vote of the Board or committee for allpurposes.     3.15 Committees. The Board of Directors may, by resolution passed by a majority ofthe entire Board, designate one or more committees, each consisting of one or more Directors. TheBoard may designate one or more Directors as alternate members of a committee, who may replace anabsent or disqualified member at a committee meeting. In the absence or disqualification of amember of a committee, the committee member present and not disqualified from voting, regardless ofwhether they constitute a quorum, may unanimously appoint another member of the Board of Directorsto act at the meeting in place or such absent or disqualified member. Any committee, to the extentprovided in the resolution of the Board, may exercise all powers and authority of the Board ofDirectors in management of the business and affairs of the Corporation, except a committee does nothave power or authority to: (a) Amend the Articles of Incorporation.  (b) Adopt an agreement of merger or consolidation.  (c) Recommend to shareholders the sale, lease or exchange of all or substantiallyall of the Corporation’s property and assets.  (d) Recommend to shareholders a dissolution of the Corporation or a revocation of adissolution.  (e) Amend the Bylaws of the Corporation.  (f) Fill vacancies in the Board.  (g) Unless the resolution designating the committee or a later Board of Director’sresolution expressly so provides, declare a distribution or dividend or authorize theissuance of stock.Each committee and its members shall serve at the pleasure of the Board, which may at any timechange the members and power of, or discharge, the committee. Each committee shall keep regularminutes of its meetings and report them to the Board of Directors when required.     3.16 Compensation. The Board, by affirmative vote of majority of Directors in officeand irrespective of any personal interest of any of them, may establish reasonable compensation ofDirectors for services to the Corporation, as directors, officers of members of a Board committee.No such payment shall preclude any Director from serving the Corporation I any other capacity andreceiving compensation of such service.
 

 
ARTICLE IVOFFICERS     4.1 Officers and Agents. The Board of Directors, at its first meeting after eachannual meeting of shareholders, shall elect a Present, a Secretary and a Treasurer, and may alsoelect and designate as officers a Chairperson of the Board, Secretaries and Assistant Treasurers.The Board of Directors may also from time to time appoint, delegate authority to the Corporation’sChief Executive Officer to appoint, such other officers and agents as it deems advisable. Anynumber of offices may 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 by law to be executed,acknowledged or verified by two or more officers. An officer has such authority and shall performsuch duties in the management of the Corporation as provided in these Bylaws, or as may bedetermined by resolution of the Board of Directors not inconsistent with these Bylaws, and asgenerally pertain to their officers, subject to the control of the Board of Directors.     4.2 Compensation. The compensation of all officers of the Corporation shall be fixedby the Board of Directors.     4.3 Term. Each officer of the Corporation shall hold office for the term for whichhe or she is elected or appointed and until her or her successor is elected or appointed andqualified, or until her or her resignation or removal. The election of appointment of an officerdoes not, by itself, create contract rights.     4.4 Removal. An officer elected or appointed by the Board of Directors may beremoved by the Board of Directors with or without cause. An officer elected by the shareholdersmay be removed, with or without cause, only by vote of the shareholders, but his or her authorityto act as an officer may be suspended by the Board of Directors for cause. The removal of anofficer shall be without prejudice to his or her contract rights, if any.     4.5 Resignation. An officer may resign by written notice to the Corporation. Theresignation is effective upon its receipt by the Corporation or at a subsequent time specified inthe notice of resignation.     4.6 Vacancies. Any vacancy occurring in any office of the Corporation shall be filedby the Board of Directors.     4.7 Chairperson of the Board. The Chairperson of the Board, if such office isfilled, shall be a Director and shall preside at all shareholders’ and Board of Directors’meetings.     4.8 Chief Executive Officer. The Chairperson of the Board, if any, or the President,as designated by the Board, shall be the Chief Executive Officer of the Corporation and shall havethe general powers of supervision and management of the business and affairs of the Corporationusually vested in the Chief Executive Officer of a corporation and shall see that all orders andresolutions of the Board of Directors are carried into effect. If no designation of ChiefExecutive Officer is made, or if there is no Chairperson of the Board, the President shall be theChief Executive Officer. The Chief Executive Officer may delegate to the other officers such ofhis or her authority and duties at such time and in such manner as he or she deems advisable.
 

 
     4.9 President. If the office of the Chairperson of the Board is not filled, thePresident shall perform the duties and execute the authority of the Chairperson of the Board. Ifthe Chairperson of the Board is designated by the Board as the Corporation’s Chief ExecutiveOfficer, the President shall be the Chief Operating Officer of the Corporation, shall assist theChairperson of the Board in the supervision and management of the business and affairs of theCorporation and, in the absence of the Chairperson of the Board, shall preside at all shareholders’and Board of Directors’ meetings. The President may delegate to the officers other than theChairperson of the Board, if any, such of his or her authority and duties at such time and in suchmanner as he or she deems appropriate.     4.10 Executive Vice Presidents and Vice Presidents. The Executive Vice Presidentsand Vice Presidents shall assist and act under the direction of the Chairman of the Board andPresident. The Board of Directors may designate one or more Executive Vice Presidents and maygrant other Vice Presidents titles which describe their functions or specify their order ofseniority. In the absence or disability of the President, the authority of the President shalldescend to the Executive Vice Presidents or, if there are none, to the Vice Presidents in the orderof seniority indicated by their titles or otherwise specified by the Board. If not specified bytheir titles or the Board, the authority of the President shall descend to the Executive VicePresidents or, if there are none, to the Vice Presidents, in the order of their seniority in suchoffice.     4.11 Secretary. The Secretary shall act under the direction of the Corporation’sChief Executive Officer and President. The Secretary shall attend all shareholders’ and Board ofDirectors’ meetings, record minutes of the proceedings and maintain the minutes and all documentsevidencing corporate action taken by written consent of the shareholders and the Board of Directorsin the Corporation’s minute book. The Secretary shall perform these duties for Board committeeswhen required. The Secretary shall see to it that all notices of shareholders’ meetings andspecial Board of Directors’ meetings are duly given in accordance with applicable law, the Articlesof Incorporation and these Bylaws. The Secretary shall have custody of the Corporation’s seal and,when authorized by the Corporation’s Chief Executive Officer, President or the Board of Directors,shall affix the seal to any instrument requiring it and attest such instrument.     4.12 Treasurer. The Treasurer shall act under the direction of the Corporation’sChief Executive Officer and President. The Treasurer shall have custody of the corporate funds andsecurities and shall keep full and accurate accounts of the Corporation’s assets, liabilities,receipt and disbursements in books belonging to the Corporation. The Treasurer shall deposit allmonies and other valuables in the name and to the credit of the Corporation in such depositories asmay be designated by the Board of Directors. The Treasurer shall disburse the funds of theCorporation as may be ordered by the Corporation’s Chief Executive Officer, the President or theBoard of Directors, taking proper vouchers for such disbursement, and shall render to theCorporation’s Chief Executive Officer, the President and the Board of Directors (at its regularmeeting or whenever they request it) an account of all his or her transactions as Treasurer and ofthe financial condition of the Corporation. If required by the Board of Directors, the Treasurershall give to the Corporation a bond for the faithful discharge of his or her duties in such amountand with such surety as the Board prescribes.     4.13 Assistant Vice Presidents, Secretaries and Treasurers. The Assistant VicePresidents, Assistant Secretaries and Assistant Treasurers, if any, shall act under the directionof the Corporation’s Chief Executive Officer, the President and the officer they assist. In theorder of their seniority, the Assistant Secretaries shall in the absence or disability of the
 

 
Secretary, perform the duties and exercise the authority of the Secretary. The AssistantTreasurers, in the order of their seniority, shall, in the absence or disability of the Treasurer,perform the duties and exercise the authority of the Treasurer.     4.14 Execution of Contracts and Instruments. The Board of Directors may designate anofficer or agent with authority to execute any contract or other instrument on the Corporation’sbehalf; the Board may also ratify or confirm any such execution. If the Board authorizes, ratifiesor confirms the execution of a contract or instrument without specifying the authorized executingofficer or agent, the Corporation’s Chief Executive Officer, the President, any Executive VicePresident or Vice President or Treasurer may execute the contract or instrument in the name and onbehalf of the Corporation and may affix the corporate seal to such document or instrument.     4.15 Voting of Shares and Securities of Other Corporations and Entities. Unless theBoard of Directors otherwise directs, the Corporation’s Chief Executive Officer shall be entitledto vote or designate a proxy to vote all shares and other securities which the Corporation owns inany other corporation or entity.ARTICLE VNOTICES AND WAIVERS OF NOTICE     5.1 Delivery of Notices. Unless otherwise specified in these Bylaws, all writtennotices to shareholders, Directors and Board committee members shall be given personally or by mail(registered, certified or other first class mail, with postage pre-paid), addressed to such personat the address designated by him or her for that purpose or, if none is designated, at his or herlast known address. Written notices to Directors or Board committee members may also be deliveredat his or her office on the Corporation’s premises, if any, or by overnight carrier, telegram,telex, telecopy, radiogram, cablegram, facsimile, computer transmission or similar form ofcommunication, addressed to the address referred to in the preceding sentence Notices givenpursuant to this Section 5.1 shall be deemed to be given when dispatched, or, if mailed, whendeposited in a post office or official depository under the exclusive care and custody of theUnited States postal service. Notices given by overnight carrier shall be deemed “dispatched” at9:00 a.m. on the day the overnight carrier is reasonably requested to deliver the notice. TheCorporation shall have no duty to change the written address of any Director, Board committeemember or shareholder unless the Secretary receives written notice of such address change.     5.2 Waiver of Notice. Action may be taken without a required notice and withoutlapse of a prescribed period of time, if at any time before or after the action is completed theperson entitled to notice or to participate in the action to be taken, or in the case of ashareholder, his or her attorney-in-fact, submits a signed waiver of the requirements, or if suchrequirements are waived in such other manner permitted by applicable law. Neither the business tobe transacted at, nor the purpose of, the meeting need be specified in the written waiver ofnotice. Attendance at any shareholders’ meeting (in person or by proxy) will result in both of thefollowing: (a) Waiver of objection to lack of notice or defective notice of the meeting,unless the shareholder at the beginning of the meeting objects to holding the meetingor transacting business at the meeting.
 

 
 (b) Waiver of objection to consideration of a particular matter at the meeting thatis not within the purpose or purposes described in the meeting notice, unless theshareholder objects to considering the matter when it is presented.A Director’s attendance at or participation in any Board or Board committee meeting waives anyrequired notice to him or her of the meeting unless he or she, at the beginning of the meeting orupon his or her arrival, objects to the meeting or the transacting of business at the meeting anddoes not thereafter vote for or assent to any action taken at the meeting.ARTICLE VISHARE CERTIFICATES AND SHAREHOLDERS OF RECORD     6.1 Uncertificated Shares of Stock; Certificates for Shares. To the extent permittedby applicable law and unless otherwise provided by the Corporation’s Articles of Incorporation, theBoard of Directors may provide by resolution that some or all of any class or series of shares ofcapital stock in the Corporation shall be issued in uncertificated form pursuant to customaryarrangements for issuing shares in such uncertificated form. Any such resolution shall not apply toshares then represented by a certificate until such certificate is surrendered to the Corporation,nor shall such a resolution apply to a certificated share issued in exchange for an uncertificatedshare. Within a reasonable time after the issuance or transfer of uncertificated shares, theCorporation shall send to the registered owner of the shares a written notice containing theinformation required to be set forth or stated on certificates pursuant to applicable law.Notwithstanding the foregoing, upon the written request of a holder of shares of the Corporationdelivered to the Secretary of the Corporation, such holder is entitled to receive one or morecertificates representing the shares of stock of the Corporation held by such holder. The shares ofthe Corporation which are certificated shall be signed by the Chairperson of the Board,Vice-chairperson of the Board, President or a Vice-president and which also may be signed byanother officer of the Corporation. The officers’ signatures may be facsimiles if the certificateis countersigned by a transfer agent or registered by a registrar other than the Corporation or itsemployee. If any officer who has signed or whose facsimile signature has been placed upon acertificate ceases to be such officer before the certificate is issued, it may be issued by theCorporation with the same effect as if the person were such officer at the date of issue.     6.2 Lost or Destroyed Certificates. The Board of Directors may direct or authorizean officer to direct that a new certificate for shares be issued or substitute stock inuncertificated form in place of any certificate alleged to have been lost or destroyed. Whenauthorizing such issue of a new certificate or substitute stock in uncertificated form, the Boardof Directors or officer may, in its own discretion and as a condition precedent to the issuancethereof, require the owner (or the owner’s legal representative) of such lost or destroyedcertificate to give the Corporation an affidavit claiming that the certificate is lost or destroyedor a bond in such sum as it may direct as indemnity against any claim that may be made against theCorporation with respect to such old or new certificate or substitute stock in uncertificated form.     6.3 Transfer of Shares. Transfers of uncertificated shares of stock shall be made onthe books of the Corporation only by the holder thereof in person or by attorney upon presentationof such evidence of ownership and validity of the transfer as the Corporation requires inaccordance with customary procedures for transferring shares in uncertificated form. Certificatedshares of the Corporation are transferable only on the Corporation’s stock transfer books uponsurrender to the Corporation or its transfer agent of a certificate for the shares, duly
 

 
endorsed for transfer, and the presentation of such evidence of ownership and validity of the transfer asthe Corporation requires.     6.4 Record Date. The Board of Director may fix, in advance, a date as the recorddate for determining shareholders for any purpose, including determining shareholders entitled to(a) notice of, and to vote at, any shareholders’ meeting or any adjournment of such meeting; (b)express consent to, or dissent from, a proposal without a meeting; or (c) receive payment of ashare dividend or distribution or allotment of a right. The record date shall not be more than 60nor less than 10 days before the date of the meeting, nor more than 10 days after the Boardresolution fixing a record date for determining shareholders entitled to express consent to ordissent from, a proposal without a meeting, nor more than 60 days before any other action.If a record date is not fixed: (a) the record date for determining the shareholders entitled to notice of, or tovote at, a shareholders’ meeting shall be the close of business on the date nextpreceding the day on which notice of the meeting is given, or, if no notice is given,the close of business on the day next preceding the date on which the meeting is held;and  (b) if prior action by the Board of Directors is not required with respect to thecorporate action to be taken without a meeting, the record date for determiningshareholders entitled to express consent to, or dissent from, a proposal without ameeting, shall be the first date on which a signed written consent is properlydelivered to the Corporation; and  (c) the record date for determining shareholders for any other purpose shall be theclose of business on the day on which the resolution of the Board of Directors relatingto the action is adopted.A determination of shareholders of record entitled to notice of, or to vote at a shareholders’meeting shall apply to any adjournment of the meeting, unless the Board of Directors fixes a newrecord date for the adjourned meeting.     Only shareholders of record on the record date shall be entitled to notice of, or toparticipate in, the action relating to the record date, notwithstanding any transfer of shares onthe Corporation’s books after the record date. This Section 6.4 shall not affect the rights of ashareholder and the shareholder’s transfer or transferee as between themselves.     6.5 Registered Shareholder. The Corporation shall be entitled to recognize theexclusive right of a person registered on its books as the owner of a share for all purposes,including notices, voting, consents, dividends and distributions, and shall not be bound torecognize any other person’s equitable or other claim to interest in such share, regardless ofwhether it has actual or constructive notice of such claim or interest.ARTICLE VIICONTROL SHARE ACQUISITIONS     7.1 Power to Redeem if no Acquiring Person Statement is Filed. Control sharesacquired in a control share acquisition, with respect to which no acquiring person statement hasbeen filed with the Corporation, may, at any time during the period ending 60 days after the lastacquisition of control shares or the power to direct the exercise of voting power of control sharesby the acquiring person, be redeemed by the Corporation at the fair market value of the shares.
 

 
     7.2 Power to Redeem After Shareholder Vote. After an acquiring person statement hasbeen filed and after the meeting at which the voting rights of the control shares acquired in acontrol share acquisition are submitted to the shareholders, the shares are subject to redemptionby the Corporation at the fair value of the shares unless the shares are accorded full votingrights by the shareholders pursuant to Section 798 of the Michigan Business Corporation Act.     7.3 Procedure for Redemption. A redemption of shares by the Corporation pursuant toSections 7.1 or 7.2 shall be made upon election to redeem by the Board of Directors. Writtennotice of the election shall be sent to the acquiring person within 7 days after the election ismade. The determination of the Board of Directors as to fair value shall be conclusive. Paymentshall be made for the control shares subject to redemption within 30 days after the election toredeem is made at a date and place selected by the Board of Directors. The Board of Directors mayadopt additional procedures to accomplish a redemption.     7.4 Interpretation of Article VII. This Article VII is adopted pursuant to Section799 of the Michigan Business Corporation Act, and the terms used in this section shall have themeanings of the terms in Section 799.ARTICLE VIIIINDEMNIFICATION     8.1 The Corporation shall, to the fullest extent authorized or permitted by the MichiganBusiness Corporation Act, (a) indemnify any person, and his or her heirs, executors, administratorsand legal representatives, who was, is or is threatened to be made, a party to any threatened,pending or completed action, suit or proceeding (whether civil, criminal, administrative orinvestigative) by reason of the fact that such person is or was a Director or officer of theCorporation or is or was serving at the request of the Corporation as a director, officer, employeeor agent of another corporation, partnership, joint venture, trust or other enterprise(collectively, “Covered Matters”); and (b) pay or reimburse the reasonable expenses incurred bysuch person and his or her heirs, executors, administrators and legal representatives in connectionwith any Covered Matters in advance of final disposition of such Covered Matters. The Corporationmay provide such other indemnification to Directors, officers, employees and agents by insurance,contract or otherwise as is permitted by law and authorized by the Board of Directors.ARTICLE IXGENERAL PROVISIONS     9.1 Checks and Funds. All checks, drafts or demands for money and notes of theCorporation must be signed by such officer or officers or such other person or persons as the Boardof Directors from time to time designates. All funds of the Corporation not otherwise employedshall be deposited or used as the Board of Directors from time to time designates.     9.2 Fiscal Year. The fiscal year of the Corporation shall end on such date as theBoard of Directors from time to time determines.
 

 
     9.3 Corporate Seal. The Board of Directors may adopt a corporate seal for theCorporation. The corporate seal, if adopted, shall be circular and contain the name of theCorporation and the words “Corporate Seal Michigan.” The seal may be used by causing it or afacsimile of it to be impressed, affixed, reproduced or otherwise.     9.4 Books and Records. The Corporation shall keep within or outside of Michiganbooks and records of account and minutes of the proceedings of its shareholders, Board of Directorsand Board committees, if any. The Corporation shall keep at its registered office or at the officeof its transfer agent within or outside of Michigan records containing the names and addresses ofall shareholders, the number, class and series of shares held by each and the dates when theyrespectively became record holders of shares. Any of such books or minutes may be in written formor in any other form capable of being converted into written form within a reasonable time.     9.5 Financial Statements. The Corporation shall cause to be made and distributed toits shareholders, within four months after the end of each fiscal year, a financial report(including a statement of income, year-end balance sheet, and, if prepared by the Corporation, itsstatement of sources and application of funds) covering the preceding fiscal year of theCorporation.ARTICLE XAMENDMENTS     10.1 These Bylaws may be amended or repealed, or new Bylaws may be adopted, by action ofeither the shareholders or a majority of the Board of Directors then in office. The shareholdersor the Board may from time to time specify particular provisions of the Bylaws which may not bealtered or repealed by the Board of Directors.ARTICLE XISCOPE OF BYLAWS     11.1 These Bylaws govern the regulation and management of the affairs of the Corporation tothe extent that they are consistent with applicable law and the Articles of Incorporation; to theextent they are not consistent, applicable law and the Articles of Incorporation shall govern.Greater voting, notice or other requirements than those set forth in these Bylaws may beestablished by contract.