EX-4.2






BYLAWS




OF




AASTROM BIOSCIENCES, INC.




As proposed to be amended and restated



ARTICLE I  GENERAL




Section I.1 The name, location of principal office, and purposes of the Corporation shall be
as set forth in the Articles of Incorporation. The powers of the Corporation and of its directors
and shareholders, and all matters concerning the conduct and regulation of the business of the
Corporation, shall be subject to such provisions in regard thereto, if any, as are set forth in
said Articles of Incorporation.



Section I.2 All references in these Bylaws to the Articles of Incorporation shall be construed
to mean the Articles of Incorporation of the Corporation as amended from time to time.



Section I.3 The registered office of the Corporation may be the same as the principal office
of the Corporation, but in any event must be located in the State of Michigan, and must be the
business office of the registered agent, as required by the Michigan Business Corporation Act (the
“MBCA”). The Corporation may have business offices at such other places, either within or without
the State of Michigan, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.



ARTICLE II SHAREHOLDERS




Section II.1 Annual Meeting. The annual meeting of the shareholders of the Corporation
shall be held at the principal office of the Corporation, or at such other place as may be set
forth in the notice thereof, in August or September of each year, at a date and time as designated
by the Board of Directors, for the purpose of election of Directors to succeed those whose terms
expire and for the transaction of such other business as may properly come before the meeting. The
Board of Directors, for good and sufficient reasons, may schedule the annual meeting at any other
time, and notice shall be given or waived as provided in Section 2.4 hereof.



Section II.2 Special Meetings. Special Meetings of the shareholders (or of any
specific class thereof), for any purpose or purposes, unless otherwise prescribed by statute or by
the Articles of Incorporation, may be called by the President and shall be called by the President
or Secretary at the request in writing of a majority of the Board of Directors, or at the request
in writing of a shareholder or shareholders owning at least ten percent (10%) of the number of
shares of stock (or, with respect to meetings of a specific class, the number of shares of such
specific class thereof) of the Corporation issued and outstanding and entitled to vote. Such
request shall state the purpose or purposes of the proposed meeting. Upon the closing of the first
sale of the Corporation’s common stock pursuant to a firmly underwritten registered public offering
(the “IPO”), special meetings of the shareholders may be called only by the President and shall be
called by the President at the request in writing of a majority of the Directors then in office,
and shall be held at such place, on such date, and at such time as the President or shall fix.
Business transacted at special meetings shall be confined to the purpose or purposes stated in the
notice.



Section II.3 List of Shareholders. The officer who has charge of the stock ledger of
the Corporation shall prepare and make, at least ten (10) days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each shareholder and the number of shares registered
in the name of each shareholder. Such list shall be open to the examination of any shareholder, for
any purpose germane to the meeting, during ordinary business hours, for a period of at least ten
(10) days prior to the meeting, either at a place within the city where 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. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any shareholder who is present.



Section II.4 Notice of Meetings. Written notice of the time, place and purposes of the
meeting of shareholders shall be given not less than 10 nor more than 60 days before the date fixed
for such meeting to each shareholder of record entitled to vote at the meeting. Notice shall be
deemed duly served when the same has been personally delivered or deposited in the United States
Mail, with postage fully prepaid, addressed to the shareholder at such shareholder’s address as it
appears on the records of the Corporation. Written notice may also be given by facsimile or
telegram, and such notice shall be deemed to be given when the recipient receives the notice
personally, or when confirmation of transmission of the notice to the shareholder’s address as it
appears on the books and records of the Corporation has been delivered to the Corporation or to the
equipment transmitting such notice. Such notice shall be given by or under the direction of the
Secretary of the Corporation, and in the absence or refusal of the Secretary to give such notice,
notice shall be given by or under the direction of any other officer of the Corporation. No notice
need be given of an adjourned meeting of the shareholders provided the time and place to which such
meeting is adjourned is announced at the meeting at which the adjournment is taken and at the
adjourned meeting only such business is transacted as might have been transacted at the original
meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record entitled to vote at the meeting. A waiver of such notice in writing,
signed by a person entitled to said notice, whether before or after the time of the meeting, shall
be deemed equivalent to said notice. Attendance of a person at a meeting of shareholders, in person
or by proxy, shall constitute a waiver of such notice, except when the attendance is for the
express and sole purpose of objecting to the transaction of any business, clearly stated at the
commencement of the meeting, by reason of a claim that a meeting was not lawfully called or
convened.



Section II.5 Transaction of Business. At an annual or special meeting of the
shareholders, only such business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before a meeting, business must be (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Secretary or other officer
of the Corporation, (b) properly brought before the meeting by or at the direction of the Board of
Directors, (c) properly brought before an annual meeting by a shareholder, or (d) properly brought
before a special meeting by a shareholder, but if, and only if, the notice of a special meeting
provides for business to be brought before the meeting by shareholders. For business to be properly
brought before a meeting by a shareholder, the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a shareholder proposal to be presented
at an annual meeting shall be received at the Corporation’s principal executive offices not less
than 120 calendar days in advance of the date that the Corporation’s (or the Corporation’s
predecessor’s) proxy statement was released to shareholders in connection with the previous year’s
annual meeting of shareholders, except that if no annual meeting was held in the previous year or
the date of the annual meeting has been changed by more than 30 calendar days from the date
contemplated at the time of the previous year’s proxy statement, or in the event of a special
meeting, notice by the shareholder to be timely must be received not later than the close of
business on the tenth day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. A shareholder’s notice to the Secretary shall set forth
as to each matter the shareholder proposes to bring before the annual or special meeting (a) a
brief description of the business desired to be brought before the annual or special meeting and
the reasons for conducting such business at the special meeting, (b) the name and address, as they
appear on the Corporation’s books, of the shareholder proposing such business, (c) the class and
number of shares of the Corporation which are beneficially owned by the shareholder, and (d) any
material interest of the shareholder in such business.



Section II.6 Quorum. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at
all meetings of the shareholders (or any specific class thereof) for the transaction of business
except as otherwise provided by statute or by the Articles of Incorporation. If, however, such
quorum shall not be present or represented by any meeting of the shareholders, the chairman of the
meeting or the holders of a majority of shares of stock entitled to vote thereat who are present,
in person or represented by proxy, shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be present or
represented.



Section II.7 Voting and Record Date. In order that the Corporation may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment
thereof, or to express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution of allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of
any other lawful action, the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be (i) more than sixty (60) nor less than ten (10) days
before the date of such meeting, nor (ii) more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors for action by shareholder
consent in writing without a meeting, nor (iii) more than sixty (60) days prior to any other
action. If a record date is not fixed (a) the record date for determination of shareholders
entitled to vote at a meeting of shareholders shall be the close of business on the day next
preceding the day on which notice of such meeting is given, and (b) the record date for determining
shareholders for any purpose other than that specified in subdivision (a) shall be the close of
business on the day on which the resolution of the Board relating thereto is adopted. When a
determination of shareholders of record entitled to vote at a meeting of shareholders has been made
as provided in this Section, the determination applies to any adjournment of the meeting, unless
the Board fixes a new record date under this Section for the adjourned meeting.



Section II.8 Proxies. A proxy, given by a shareholder to another person, authorizing
such other person to vote the shares of such shareholder, shall be in writing and signed by the
shareholder or his authorized agent or representative. A proxy shall not be valid after the
expiration of three (3) years from its date unless otherwise provided therein. All proxies shall be
filed with the Secretary at or before the meeting at which they are intended to be used. A proxy
shall be deemed sufficient if it appears on its face to confer the requisite authority and is
signed by the owner of the stock to be voted. No witnesses to the execution of any proxy shall be
required.



Section II.9 Inspectors. The Board of Directors, in advance of a shareholders meeting,
may appoint one or more inspectors to act at the meeting or any adjournment thereof. If inspectors
are not so appointed, the person presiding at a shareholders meeting may, and on request of a
shareholder entitled to vote thereat shall, appoint one or more inspectors. In case a person
appointed fails to appear or act, the vacancy may be filled by appointment made by the Board of
Directors in advance of the meeting or at the meeting by the person presiding thereat. The
inspectors shall determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the validity and effect of proxies,
and shall receive votes, ballots or consents, hear and determine challenges and questions arising
in connection with the right to vote, count and tabulate votes, ballots or consents, determine the
result, and do such acts as are proper to conduct the election or vote with fairness to all
shareholders. On request of the person presiding at the meeting or a shareholder entitled to vote
thereat, the inspectors shall make and execute a written report to the person presiding at the
meeting of any of the facts found by them and matters determined by them. The report shall be prima
facie evidence of the facts stated and of the vote as certified.



Section II.10 Action by Written Consent. The shareholders of the Corporation shall
have the ability to take action without a meeting only as provided in the Articles of
Incorporation.



Section II.11 Voting of Shares by Certain Holders.



(a) Voting by Trustee or Fiduciary. Shares standing in the name of any person as
trustee or other fiduciary may be voted and all rights incident thereto may be exercised only by
the trustee or other fiduciary, in person or by proxy, and without proof of authority.



(b) Voting of Pledged Stock. Unless the Corporation has specific written instructions
to the contrary, from the pledgee and pledgor, pledged stock may be voted by the pledgor only.



(c) Voting by Guardian of Incompetent. Shares standing in the name of a person
adjudged incompetent may be voted and all rights incident thereto may be exercised only by his
guardian, in person or by proxy.



(d) Voting by Executor or Administrator. Shares standing in the name of a deceased
person may be voted and all rights incident thereto may be exercised only by his executor or
administrator, in person or by proxy.



(e) Voting by Guardian of Minor. Shares standing in the name of a minor may be voted
and all rights incident thereto may be exercised by his guardian, in person or by proxy, or in the
absence of such representation by his guardian, by the minor, in person or by proxy, whether or not
the Corporation has notice, actual or constructive, of the nonage or the appointment of a guardian,
and whether or not a guardian has been in fact appointed.



(f) Voting of Shares in Name of Corporation. Shares standing in the name of a
corporation, domestic or foreign, may be voted or represented and all rights incident thereto may
be exercised on behalf of that corporation by the persons described in any of the following
subdivisions:



(1) Any officer of the Corporation authorized so to do by the Bylaws of that Corporation.



(2) Any person authorized so to do by resolution of the Board of Directors or a duly
authorized committee of the Board of Directors of that Corporation.



(3) Any person authorized so to do by proxy or power of attorney duly executed by the
President or Vice President and Secretary or Assistant Secretary of that Corporation.



However, such shares may be voted or represented by the persons described in any subdivision
only in the absence of vote or representation by the persons described in a preceding subdivision
of this subparagraph.



(g) Voting Shares in Names of Two or More Persons. Shares standing in the names of two
or more persons shall be voted or represented in accordance with the vote or consent of the
majority of the persons in whose names the shares stand. If only one such person is present in
person or by proxy, he may vote all the shares, and all the shares standing in the names of such
persons are represented for the purpose of determining a quorum. This applies to the voting of
shares by two or more administrators, executors, trustees, or other fiduciaries, unless the
instrument or order of court appointing them otherwise directs.



ARTICLE III BOARD OF DIRECTORS




Section III.1 General Powers. The property, affairs and business of the Corporation
shall be managed by the Board of Directors.



Section III.2 Number, Qualification and Term of Office. Unless otherwise provided in
the Articles of Incorporation, the Board of Directors shall be elected at each annual meeting of
the stockholders of the Corporation. Directors shall hold office until the next annual meeting and
until their successors are elected and qualified, except in the case of the death, resignation or
removal of any Director. Directors need not be shareholders of the Corporation. The size of the
Board of Directors shall be within the range of five to nine directors, with the exact size to be
fixed from time to time by resolution of the Board of Directors.



Section III.3 Vacancies. The shareholders may, at any meeting called for such purpose,
by a vote of a majority of the capital stock issued and outstanding and entitled to vote thereon,
remove any Director from office, with or without cause. Any Director may resign by written notice
to the President, such resignation to be effective upon its receipt by the President or at such
subsequent time as may be specified in the notice of resignation. Subject to the rights of the
holders of any series of Preferred Stock then outstanding, newly created directorships resulting
from any increase in the authorized number of Directors or any vacancies in the Board of Directors
resulting from death, resignation, retirement, disqualification or other cause may be filled only
by a majority vote of the directors then in office, though less than a quorum, and Directors so
chosen shall hold office for a term expiring at the next annual meeting of shareholders at which
the term of office of the class to which they have been elected expires, except in the case of
death, resignation or removal of any Director. No decrease in the number of Directors constituting
the Board of Directors shall shorten the term of any incumbent Director. Acceptance of resignation
shall not be necessary for it to be effective.



Section III.4 Meetings of the Board of Directors. The Board of Directors shall hold an
annual meeting immediately following the annual shareholders meeting, for the purpose of electing
officers and for the transaction of such other business as may properly come before the meeting. No
notice of such annual meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum shall be present, unless said meeting is held, by a
consent of a majority of the Directors of such new Board, at a time and place other then at the
place of holding and immediately following the annual meeting of shareholders. Special meetings of
the Board of Directors may be held at any place either within or without the State of Michigan at
any time pursuant to resolution adopted by the Board of Directors or upon call of the President or
any two (2) officers.



Section III.5 Notice of Meetings. Notice of meetings of Directors shall be given or
waived in the same manner as notice of meetings of shareholders, as provided in Section 2.4, except
that notice of Directors meetings shall be given not later than two (2) nor more than ten (10) days
prior to such meetings.



Section III.6 Quorum and Required Vote of Board. A majority of the total number of
Directors shall constitute a quorum for the transaction of business, and the act of a majority of
the Directors present at any meeting at which a quorum is present shall be the act of the Board of
Directors. Amendment of these Bylaws by the Board requires the vote of not less than a majority of
the members of the Board then in office.



Section III.7 Telephonic Meetings. A member of the Board or of a committee designated
by the Board may participate in a meeting by means of conference telephone or similar
communications equipment by which all persons participating in the discussion can hear each other.
Participation in a meeting pursuant to this provision constitutes presence in person at the
meeting.



Section III.8 Board Action Without Meeting. If all of the Directors then constituting
the Board of Directors of the Corporation or of any committee of the Board of Directors shall
severally and/or collectively consent in writing to any action to be taken, such action shall have
the same effect as though it had been authorized at a duly called and properly held meeting of the
Board of Directors or such committee. Such written consent shall be filed with the minutes of the
proceedings of the Board.



Section III.9 Committees. The Board of Directors may, by resolution or resolutions,
passed by a majority of the whole Board of Directors, designate one or more committees, each
committee to consist of one (1) or more of the Directors of the Corporation, which, to the extent
provided in said resolution or resolutions or in other provisions of these Bylaws, shall have and
may exercise the powers of the Board of Directors in the management of the business and affairs of
the Corporation, and may have the power to authorize the seal of the Corporation to be affixed to
all papers which may require it.



Section III.10 Compensation. By resolution of the Board of Directors, the Directors
may be paid their expenses, if any, of attendance at each meeting of the Board, and may be paid a
fixed sum for attendance. No such payment shall preclude any Director from serving the Corporation
in any other capacity and receiving compensation therefor. Members of the committees shall be
allowed similar compensation for attending committee meetings.



Section III.11 Presumption of Assent. A Director of the Corporation who is present at
a meeting of the Board at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting as Secretary of the
meeting before the adjournment thereof, or by registered mail to such Secretary immediately after
the adjournment thereof. This shall not apply to a Director who voted in favor of such action.



ARTICLE IV OFFICERS AND AGENTS




Section IV.1 General. The Corporation shall have a President, a Secretary, and a
Treasurer, and, if desired, a Chairman of the Board and one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers. All officers of the Corporation shall be elected by the
Directors and shall hold office until their successors are elected and qualified. The Corporation
may also have such other officers, agents and factors as may be deemed necessary for the
transaction of the business of the Corporation, who shall be chosen in such manner and hold their
offices for such terms and have such authority and duties as may be determined by the Board of
Directors. The Board of Directors may secure the fidelity of any and/or all of such officers by
bond or otherwise and may also provide for the qualification of any or all of such officers before
any person authorized by law to administer an oath. The Board of Directors, by resolution, may
require any or all of the officers of the Corporation to give bonds, in favor of the Corporation,
with sufficient surety or sureties, and in such amounts as the Board of Directors may fix,
conditioned on the faithful performance of the duties of their respective offices. The President
shall be chosen from among the Directors. Any two offices except those of President and Vice
President may be held by the same person but no officer shall execute, acknowledge or verify any
instrument in more than one capacity. Subject to these Bylaws, each officer shall have in addition
to the duties and powers herein set forth, such duties and powers as are commonly incident to his
office, and such duties and powers as the Board of Directors shall from time to time designate. In
all cases where the duties of any officer, agent or employee are not specifically prescribed by the
Bylaws or by the Board of Directors, such officer, agent or employee shall obey the orders and
instructions of the President. Compensation of the officers shall be as authorized by the Board of
Directors.



Section IV.2 Duties of the President. The President shall, subject to the direction
and under the supervision of the Board of Directors, be the chief executive officer of the
Corporation and shall have general and active control of its affairs and business and general
supervision over its officers, agents and employees. The President shall also appoint and discharge
all subordinate agents and employees and fix their salaries, subject to review by the Board of
Directors, and shall designate their duties. He shall preside at all meetings of the shareholders
and, unless a Chairman of the Board has been elected, at all meetings of the Board of Directors, at
which he is present. The President shall have custody of the Treasurer’s bond, if any.



Section IV.3 Duties of the Chairman of the Board. The Board of Directors may elect or
appoint a Chairman of the Board. The Chairman of the Board shall, if present, preside at all
meetings of the Board of Directors and shall exercise and perform such other powers and duties as
may be assigned to him from time to time by the Board of Directors or prescribed by these Bylaws.



Section IV.4 Duties of the Vice President. The Board of Directors may elect or appoint
one or more Vice Presidents. The Vice Presidents, if such be elected, shall, subject to the
direction and under the supervision of the President, be the assistant chief executive officer of
the Corporation and shall assist the President in the general and active control of its affairs in
business. The Vice Presidents shall perform all the duties of the President in case of the absence
or disqualification of the President. Any of such Vice Presidents shall preside at all meetings of
the shareholders in the absence or unavailability of the President.



Section IV.5 Duties of the Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the
Corporation and ensure that the seal of the Corporation is affixed to all documents the execution
of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the Secretary by such
shareholder; and (e) perform all duties incident to the office of secretary and such other duties
as from time to time may be assigned to him by the President or by the Board of Directors. The
Secretary also shall have charge of the stock ledger (which may, however, be kept by any transfer
agent or agents of the Corporation under the direction of the Secretary), the original or duplicate
of which shall, at all times, during the usual hours for business, be open to the examination of
every shareholder at the principal office or place of business of the Corporation in Michigan. In
the absence of the Secretary from any meeting, a temporary Secretary shall be chosen, who shall be
sworn to the faithful discharge of his duty and shall record the proceedings of such meeting in the
aforesaid books.



Section IV.6 Duties of the Treasurer. The Treasurer shall, subject to the direction
and under the supervision of the Board of Directors, the President and the Vice President, have the
care and custody of the funds and valuable papers of the Corporation, except his own bond, and he
shall have power to endorse for deposit or collection all notes, checks, drafts and other
obligations for the payment of money to the Corporation or its order. He shall keep, or cause to be
kept, at the principal office of the Corporation accurate books of account, which shall be the
property of the Corporation. He shall disburse the funds of the Corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, and shall render to the
President and Directors, when they so direct, an account of all his transactions as Treasurer and
of the financial condition of the Corporation.



Section IV.7 Assistant Secretaries and Assistant Treasurers. The Assistant Secretary
or Assistant Secretaries, in the absence or disability of the Secretary, shall perform the duties
and exercise the powers of the Secretary. The Assistant Treasurer or Assistant Treasurers, in the
absence or disability of the Treasurer, shall perform the duties and exercise the powers of the
Treasurer. Any Assistant Treasurer, if required by the Board, shall keep in force a bond as
provided in Section 4.1. The Assistant Secretaries and Assistant Treasurers, in general, shall
exercise and perform such other powers and duties as shall be assigned to them by the Secretary or
by the Treasurer, respectively, or by the Board of Directors or the President.



Section IV.8 Vacancies. The Board of Directors may, at any meeting called for the
purpose, by vote of a majority of their number, remove from office any officer of the Corporation,
with or without cause. Any officer may resign by written notice to the President, which resignation
may be effective upon its receipt by the President or at such subsequent time as may be specified
in the notice of resignation, PROVIDED, HOWEVER, that the resignation of the President shall be
submitted to the Board of Directors. The Board of Directors may, at any meeting, accept the
resignation of any officer or remove or accept the resignation of any agent or member of a
committee, and may fill such vacancy for the unexpired term and until the successor thereof shall
be duly elected and qualified. Acceptance of resignation shall not be necessary for it to be
effective.



ARTICLE V CAPITAL STOCK




Section V.1 Issuance. The shares of capital stock of the Corporation shall be issued
by the Board of Directors in such amounts, at such times, for such consideration, and on such terms
and conditions as the Board shall deem advisable, subject to the provisions of the Articles of
Incorporation of the Corporation and the further provisions of these Bylaws.



Section V.2 Stock Certificates. The shares of the capital stock of the Corporation may
be represented by certificates signed and sealed in accordance with the provisions of the laws of
the State of Michigan. Certificates shall have a form and content complying with the laws of the
State of Michigan and approved by the Board of Directors of the Corporation. Certificates of stock
shall bear the signature of the President, and shall be signed by the Secretary, Assistant
Secretary, or any other officer appointed by the Board of Directors for the purpose, to be known as
an Authorized Officer. The signatures of the officers may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the Corporation itself or
its employee. In case an officer who has signed or whose facsimile signature has been placed upon a
certificate ceases to be such officer before the certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of issue. Each certificate
shall recite on its face the stock represented thereby is transferable only upon the books of the
Corporation properly endorsed. A certificate representing shares issued by a corporation which is
authorized to issue shares of more than one class shall set forth on its face or back or state that
the Corporation will furnish to a shareholder upon request and without charge a full statement of
the designation, relative rights, preferences and limitations of the shares of each class
authorized to be issued, and if the Corporation is authorized to issue any class of shares in
series, the designation, relative rights, preferences and limitations of each series so far as the
same have been prescribed and the authority of the Board to designate and prescribe the relative
rights, preferences and limitations of other series.



Notwithstanding the foregoing or any other provision of these Bylaws, the Corporation may issue
shares of stock in the form of uncertificated shares. Such uncertificated shares of stock shall be
credited to a book entry account maintained by the Corporation (or its designee) on behalf of the
stockholder. Furthermore, the shares of stock of the Corporation shall be eligible for a Direct
Registration Program operated by a clearing agency registered under Section 17A of the Securities
Exchange Act of 1934, as amended.



Section V.3 Transfers. Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a
new certificate to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.



Section V.4 Ownership. The Corporation shall be entitled to treat the person in whose
name any share of stock is registered as the owner thereof for purposes of dividends and other
distributions in the course of business, or in the case of recapitalization, consolidation, merger,
reorganization, sale of assets, liquidation or otherwise and for the purpose of votes, approvals
and consents by shareholders, and for the purpose of notice to shareholders, and for all other
purposes whatever, and shall not be bound to recognize any equitable or other claim to or interest
in such shares on the part of any other person, whether or not the Corporation shall have notice
thereof, save as expressly required by the laws of the State of Michigan.



Section V.5 Replacement of Certificates. Upon the presentation to the Corporation of a
proper affidavit attesting the loss, destruction or mutilation of any certificate for shares of
stock of the Corporation, the Board of Directors may direct the issuance of a new certificate in
lieu of and to replace the certificate so alleged to be lost, destroyed and mutilated. The Board of
Directors may require as a condition precedent to the issuance of a new certificate any or all of
the following, to wit: (a) Additional evidence of the loss, destruction or mutilation claimed;
(b) Advertisement of the loss in such manner as the Board of Directors may direct or approve; (c) A
bond or agreement of indemnity, in such form and amount and with such surety (or without surety) as
the Board of Directors may direct or approve; or (d) The order or approval of a court.



Section V.6 Transfer Agent and Registrar. The Board of Directors may appoint a
transfer agent and a registrar for the registration of transfers of its securities.



Section V.7 Regulations. The Board of Directors shall have power and authority to make
all such rules and regulations as the Board shall deem expedient regulating the issue, transfer and
registration of certificates for shares of this Corporation.



Section V.8 Dividends. The Board of Directors, in its discretion from time to time,
may declare dividends upon the capital stock from the surplus of the Corporation as permitted by
the MBCA, subject to the Articles of Incorporation.



Section V.9 Reserves. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the Directors from time to
time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for
such other purpose as the Directors shall think conducive to the interest of the Corporation, and
the Directors may modify or abolish any such reserve in the manner in which it was created.



ARTICLE VI INDEMNIFICATION OF OFFICERS, DIRECTORS, 




EMPLOYEES AND AGENTS




Section VI.1 Indemnification of Directors and Officers: Claims by Third Parties. The
Corporation shall, to the fullest extent authorized or permitted by the MBCA or other applicable
law, as the same presently exists or may hereafter be amended, indemnify a director or officer (the
“Indemnitee”) who was or is a party or is threatened to be made a party to a threatened, pending,
or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal, other than an action by or in the right of the Corporation, by
reason of the fact that he or she is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint
venture, trust, or other enterprise, whether for profit or not, against expenses, including
attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and
reasonably incurred by him or her in connection with the action, suit, or proceeding, if the
Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Corporation or its shareholders, and with respect to a
criminal action or proceeding, if the Indemnitee had no reasonable cause to believe his or her
conduct was unlawful. The termination of an action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the Indemnitee did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the Corporation or its
shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe
that his or her conduct was unlawful.



Section VI.2 Indemnification of Directors and Officers: Claims Brought By or In the Right
of the Corporation. The Corporation shall, to the fullest extent authorized or permitted by the
MBCA or other applicable law, as the same presently exists or may hereafter be amended, indemnify a
director or officer (the “Indemnitee”) who was or is a party to or is threatened to be made a party
to a threatened, pending, or completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he or she is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise, whether for profit or not, against
expenses, including actual and reasonable attorneys’ fees, and amounts paid in settlement incurred
by the person in connection with the action or suit, if the Indemnitee acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best interests of the
Corporation or its shareholders. However, indemnification under this Section shall not be made for
a claim, issue, or matter in which the Indemnitee has been found liable to the Corporation unless
and only to the extent that the court in which the action or suit was brought has determined upon
application that, despite the adjudication of liability but in view of all circumstances of the
case, the Indemnitee is fairly and reasonably entitled to indemnification for the expenses which
the court considers proper.



Section VI.3 Actions by the Indemnitee. Notwithstanding the provisions of Sections 6.1
and 6.2, the Corporation shall not indemnify an Indemnitee in connection with any action, suit,
proceeding or claim (or part thereof) brought or made by such Indemnitee; unless such action, suit,
proceeding or claim (or part thereof) (i) was authorized by the Board of Directors of the
Corporation, or (ii) was brought or made to enforce this Article and such Indemnitee has been
successful in such action, suit, proceeding or claim (or part thereof).



Section VI.4 Approval of Indemnification. An indemnification under Sections 6.1 or 6.2
hereof, unless ordered by a court, shall be made by the Corporation only as authorized in the
specific case upon it determination that indemnification of the Indemnitee is proper in the
circumstances because such Indemnitee has met the applicable standard of conduct set forth in
Sections 6.1 and 6.2. This determination shall be made in any of the following ways:



(a) By a majority vote of a quorum of the Board consisting of Directors who were not parties
to the action, suit, or proceeding.



(b) If the quorum described in subdivision (a) is not obtainable, then by a majority vote of
it committee of Directors who are not parties to the action. The committee shall consist of not
less than two (2) disinterested Directors.



(c) By independent legal counsel in a written opinion.



(d) By the shareholders.



Section VI.5 Advancement of Expenses. Expenses incurred in defending a civil or
criminal action, suit, or proceeding described in Section 6.1 or 6.2 above shall be paid by the
Corporation in advance of the final disposition of the action, suit, or proceeding upon receipt of
an undertaking by or on behalf of the Indemnitee to repay the expenses if it is ultimately
determined that the Indemnitee is not entitled to be indemnified by the Corporation. The
undertaking shall be by unlimited general obligation of the person on whose behalf advances are
made but need not be secured.



Section VI.6 Partial Indemnification. If an Indemnitee is entitled to indemnification
under Section 6.1 or 6.2 for a portion of expenses including attorneys’ fees, judgments, penalties,
fines, and amounts paid in settlement, but not for the total amount thereof, the Corporation shall
indemnify the Indemnitee for the portion of the expenses, judgments, penalties, fines, or amounts
paid in settlement for which the Indemnitee is entitled to be indemnified.



Section VI.7 Indemnification of Employees and Agents. Any person who is not covered by
the foregoing provisions of this Article and who is or was an employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise,
may be indemnified to the fullest extent authorized or permitted by the MBCA or other applicable
law, as the same exists or may hereafter be amended, but in the case of any such amendment, only to
the extent such amendment permits the Corporation to provide broader indemnification rights than
before such amendment, but in any event only to the extent authorized at any time or from time to
time by the Board of Directors.



Section VI.8 Other Rights of Indemnification. The indemnification or advancement of
expenses provided under Sections 6.1 to 6.7 is not exclusive of other rights to which a person
seeking indemnification or advancement of expenses may be entitled under the Articles of
Incorporation, Bylaws, or a contractual agreement. However, the total amount of expenses advanced
or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by
the person seeking indemnification or advancement of expenses. The indemnification provided for in
Sections 6.1 to 6.7 continues as to a person who ceases to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators of the person.



Section VI.9 Definitions. “Other enterprises” shall include employee benefit plans;
“fines” shall include any excise taxes assessed on a person with respect to an employee benefit
plan; and “serving at the request of the corporation” shall include any service as a director,
officer, employee, or agent of the corporation which imposes duties on, or involves services by,
the director, officer, employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries of an employee
benefit plan shall be considered to have acted in a manner “not opposed to the best interests of
the corporation or its shareholders” as referred to in Sections 6.1 and 6.2.



Section VI.10 Application to a Resulting or Surviving Corporation or Constituent
Corporation. The definition for “corporation” found in Section 569 of the MBCA, as the same
exists or may hereafter be amended, is and shall be, specifically excluded from application to this
Article. The indemnification and other obligations of the Corporation set forth in this Article
shall be binding upon any resulting or surviving corporation after any merger or consolidation of
the Corporation. Notwithstanding anything to the contrary contained herein or in Section 569 of the
MBCA, no person shall be entitled to the indemnification and other rights set forth in this Article
for acting as a director or officer of another corporation prior to such other corporation entering
into a merger or consolidation with the Corporation.



Section VI.11 Contract With the Corporation. The right to indemnification conferred in
this Article VI shall be deemed to be a contract between the Corporation and each director or
officer who serves in any such capacity at any time while this Article VI is in effect, and any
repeal or modification of any such law or of this Article VI shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore existing or any
action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in
part upon any such state of facts. In the event this Article is repealed or modified, the
Corporation shall give written notice thereof to the directors and officers and any such repeal or
modification shall not be effective for a period of sixty (60) days after such notice is delivered.



Section VI.12 Liability Insurance. The Corporation shall have the power to purchase
and maintain insurance on behalf of any person who is or was a director, officer, employee or agent
of the Corporation or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against any liability asserted against and incurred by such person in any such
capacity or arising out of such person’s status as such, regardless of whether the Corporation
would have the power to indemnify such person against such liability under the provisions of the
MBCA.



Section VI.13 Severability. Each and every paragraph, sentence, term and provision of
this Article VI shall be considered severable in that, in the event a court finds any paragraph,
sentence, term or provision to be invalid or unenforceable, the validity and enforceability,
operation, or effect of the remaining paragraphs, sentences, terms, or provisions shall not be
affected, and this Article VI shall be construed in all respects as if the invalid or unenforceable
matter had been omitted.



Section VI.14 Enforcement. If a claim under this Article is not paid in full by the
Corporation within thirty days after a written claim has been received by the Corporation, the
claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim, and, if successful in whole or in part, the claimant shall be entitled to be paid
also the expense of prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make it permissible under
the MBCA for the Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the Corporation (including
its Board of Directors, a committee thereof, independent legal counsel, or its shareholders) to
have made a determination prior to the commencement of such action that indemnification of the
claimant is proper in the circumstances because such claimant has met the applicable standard of
conduct set forth in the MBCA nor an actual determination by the Corporation (including its Board
of Directors, a committee thereof, independent legal counsel, or its shareholders) that the
claimant has not met applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.



ARTICLE VII EXECUTION OF PAPERS




The officers of the Corporation may sell any or all of its holdings of stock, bonds, or
securities of other corporations, or government securities; sign all deeds, mortgages, assignments
of mortgages, discharges of mortgages, bills of sale, leases and other conveyances and transactions
of any interest in property, real, personal or mixed, to the extent that the Board of Directors of
the Corporation may from time to time specify in resolutions approved by the Board. The Board may
in any instance designate the officers and agents who shall have authority to execute any contract,
conveyance or other instrument on behalf of the Corporation, and may also ratify and affirm such
execution. Any such instrument or document shall be binding on the Corporation if executed by the
President or a Vice President. In addition, any such instrument or document shall be binding on the
Corporation if signed by any other officer designated by the Board on behalf of the Corporation.



ARTICLE VIII BANKING




Section VIII.1 Bank Accounts. The Board of Directors shall by resolution designate the
bank or banks in which the funds of the Corporation shall be deposited, and such funds shall be
deposited in the name of the Corporation and shall be subject to checks drawn as authorized by
resolution of the Board of Directors.



Section VIII.2 Borrowing. To the extent authorized by law, the Corporation may,
wherever its general interests and corporate purpose require the same, borrow money and issue its
promissory notes, debentures or bonds for the repayment thereof with interest, and may in like case
mortgage, pledge or encumber its property as security for its debts or other lawful engagements.



ARTICLE IX VOTING STOCK IN OTHER CORPORATIONS




Unless otherwise ordered by the Board of Directors, the President shall have full power and
authority on behalf of the Corporation to attend and to act and to vote at any meetings of
shareholders of any corporation in which this Corporation may hold stock, and at any such meeting
shall possess and may exercise any and all of the rights and powers incident to the ownership of
such stock, PROVIDED, HOWEVER, that such rights shall be exercised in the best interests of this
Corporation. The Board of Directors may, by resolution, from time to time confer like powers upon
any other person or persons, but the same shall not be effective unless actually received by such
other corporation prior to the meeting of shareholders in which such other person is to act. The
President, or in his absence or disability, a Vice President of the Corporation, may authorize from
time to time the signature and issuance of proxies to vote such stock of other corporations owned
by this Corporation, and all such proxies shall be signed in the name of this Corporation by the
President or Vice President and the Secretary or Assistant Secretary, or by any two officers
authorized by the Board of Directors.



ARTICLE X SUBSIDIARIES




The Board of Directors may establish, reorganize and/or dissolve wholly- or partly-owned
subsidiaries of the Corporation. The Articles of Incorporation and Bylaws of any such subsidiary
shall not, without approval of the shareholders of this Corporation, substantially differ from the
Articles of Incorporation and Bylaws, respectively, of this Corporation.



ARTICLE XI FISCAL YEAR




Except as from time to time otherwise provided by the Board of Directors, the fiscal year of
the Corporation shall end on the last day of June.



ARTICLE XII CORPORATE BOOKS AND RECORDS




The Corporation shall keep books and records of account and minutes of the proceedings of its
shareholders, Board of Directors and executive committees, if any. The books, records and minutes
may be kept outside this state. The Corporation shall keep at its registered office, or at the
office of its transfer agent within or without this state, records containing the names and
addresses of all shareholders, the number, class and series of shares held by each and the dates
when they respectively became holders of record thereof. Any of such books, records or minutes may
be in written form or in any other form capable of being converted into written form within a
reasonable time. The Corporation shall convert into written form without charge any such record not
in such form, upon written request of a person entitled to inspect them.



ARTICLE XIII AMENDMENTS




Except as otherwise expressly provided in the Articles of Incorporation or in these Bylaws,
these Bylaws may be altered, amended or repealed by any duly adopted resolution of the Board of
Directors or at any annual or special meeting of the shareholders. If the amendment is to be
adopted at a special meeting of the shareholders, the notice thereof shall specify the subject
matter of the proposed alteration, amendment or repeal and the Articles of these Bylaws to be
affected thereby. Bylaws adopted by the Directors may be altered or repealed by the Directors or
shareholders. Provided, further, that neither the time nor the place for the election of Directors
shall be changed within sixty (60) days next preceding the day on which any election of Directors
is to be held, and provided further that a notice of any such change shall be given to each
shareholder at least twenty (20) days before the next election is held, in person or by letter
mailed to his last known post office address.



ATTEST:



     /s/ Julie A. Caudill     



Julie A. Caudill, SECRETARY



Includes amendments approved through October 17, 2008