2of and to vote at such meeting. The Board of Directors shall fix a record date fordetermining shareholders entitled to notice of and to vote at a meeting of shareholders,which record date shall not be more than sixty (60) days nor less than ten (10) days beforethe date of the meeting. Such record date shall apply to any adjournment of the meetingunless the Board of Directors shall fix a new record date for purposes of the adjournedmeeting.     No notice of an adjourned meeting shall be necessary if the time and place to whichthe meeting is adjourned are announced at the meeting at which the adjournment is taken. Atthe adjourned meeting only such business may be transacted as might have been transacted atthe original meeting. If, after an adjournment, the Board of Directors shall fix a newrecord date for the adjourned meeting, a notice of the adjourned meeting shall be mailed,in conformity with the provisions of the first paragraph of this Section 3, to eachshareholder of record on the new record date entitled to vote at the adjourned meeting.Section 4 — Quorum: Except as otherwise provided by law or by the Articles ofIncorporation of the Company, the holders of the shares of stock of the Company entitled tocast a majority of the votes at a meeting shall constitute a quorum for the transaction ofbusiness at the meeting, but a lesser number may convene any meeting and, by a majorityvote of the shares present at the meeting, may adjourn the same from time to time until aquorum shall be present.Section 5 — Voting: Shareholders may vote at all meetings in person or by proxy,but all proxies shall be filed with the Secretary of the meeting before being voted upon.     The voting powers of the shares of Preferred Stock, Class A Preferred Stock,Preference Stock and Common Stock shall be as provided by law or set forth in the Articlesof Incorporation of the Company.Section 6 — Inspectors: In advance of any meeting of shareholders the Board ofDirectors shall appoint one or more inspectors to act at such meeting or any adjournmentthereof. The inspectors shall have such powers and duties as are provided by law.Section 7 — Notice of Shareholder Business and Director Nominations:(A) Annual Meetings of Shareholders.     (1) Nominations of persons for election to the Board of Directors of the Company andthe proposal of business to be considered by the shareholders at an annual meeting ofshareholders may be made (i) pursuant to the Company’s notice of meeting, (ii) by or at thedirection of the Board of Directors, or (iii) by any shareholder of the Company who (x) isa shareholder of record at the time of giving notice provided for in this Bylaw and at thetime of the annual meeting of shareholders, (y) is entitled to vote at the meeting, and (z)complies with the notice procedures as to such business or nomination set forth in thisBylaw. Clause (iii) of this paragraph shall be the exclusive means for a shareholder tomake nominations or submit other business (other than

 

3matters properly brought under Rule14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) andincluded in the Company’s notice of meeting) before an annualmeeting of shareholders.     (2) For nominations or other business to be properly brought before an annual meetingby a shareholder pursuant to clause (iii) of paragraph (A)(1) of this Section 7, such otherbusiness must be a proper subject for shareholder action under Michigan corporation law,and the shareholder must have given timely notice of such nomination or other business inwriting to the Secretary of the Company. To be timely, a shareholder’s notice shall bedelivered to the Secretary at the principal executive offices of the Company not earlierthan the ninetieth (90th) day and not later than the sixtieth (60th) day prior to the firstanniversary of the preceding year’s annual meeting date; provided, however, that in theevent that the date of the annual meeting is more than thirty (30) days before or aftersuch anniversary date, notice by the shareholder to be timely must be so delivered no laterthan the tenth (10th) day following the date on which public announcement of the date ofsuch meeting is first made by the Company. In no event shall the public announcement of anadjournment of an annual meeting commence a new time period for the giving of ashareholder’s notice as described above.     To be in proper form, a shareholder’s notice to the Secretary must set forth:(i) the following as to the shareholder giving the notice and the beneficial owner,if any, on whose behalf the nomination or business proposal is made:     (a) the name and address of such shareholder, as it appears on the Company’sbooks, and of the beneficial owner, if any;     (b) the class or series and number of shares of capital stock of the Companythat are owned beneficially and of record by such shareholder and beneficial owner,if any, as of the date of such notice (which information shall be supplemented bysuch shareholder and beneficial owner, if any, not later than ten (10) days afterthe record date for the meeting to disclose such ownership as of the record date);     (c) a description of any agreement, arrangement or understanding (including anyderivative or short positions, profit interests, options, hedging transactions, andborrowed or loaned shares) that has been entered into as of the date of such noticeby, or on behalf of, the shareholder or beneficial owner, if any, or any of theiraffiliates or associates, the effect or intent of which is to mitigate loss to,manage risk or benefit of share price changes for, or increase or decrease thevoting power of the shareholder or beneficial owner, if any, or any of theiraffiliates or associates with respect to shares of stock of the Company, and arepresentation that the shareholder or beneficial owner, if any, will notify theCompany in writing of any such agreement, arrangement or understanding in effect asof the record date for the meeting promptly following the later of the record dateor the date notice of the record date is first publicly disclosed;

 

4     (d) any proxy, contract, arrangement, understanding or relationship pursuant towhich shareholder or beneficial owner, if any, has a right to vote anyshares of any security of the Company; and     (e) any other information relating to such shareholder and beneficial owner, ifany, that would be required to be disclosed in a proxy statement or other filingsrequired to be made in connection with solicitations of proxies for, as applicable,the proposal and/or for the election of directors in a contested election pursuantto Section 14 of the Exchange Act and the rules and regulations promulgatedthereunder;(ii) the following additional information if the notice relates to any businessother than the nomination of a director that the shareholder proposes to bringbefore the meeting:     (a) a brief description of the business desired to be brought before themeeting, the reasons for conducting such business at the meeting, the text of theproposal, and any material interest of such shareholder or beneficial owner, if any,in such business; and     (b) a description of all agreements, arrangements and understandings betweensuch shareholder and beneficial owner, if any, and any other person or persons(including their names) in connection with the proposal of such business by suchshareholder;(iii) the following additional information as to each person whom the shareholderproposes to nominate for election as a director:     (a) the name, age, and business and residential addresses of such person;     (b) the principal occupation or employment of such person;     (c) the number of shares of capital stock of the Company beneficially owned bysuch person;     (d) such person’s written consent to being named in the proxy statement as anominee and serving as a director if elected;     (e) such other information relating to such person that would be required to bedisclosed in a proxy statement or other filings required to be made in connectionwith proxy solicitations of proxies for election of directors in a contestedelection pursuant to Section 14 of the Exchange Act and the rules and regulationspromulgated thereunder; and     (f) an undertaking to provide such other information as the Company mayreasonably require to determine the eligibility of such person to serve as anindependent director of the Company or that could be material to a reasonable

 

5shareholder’s understanding of the independence, or lack thereof, of such person;(iv) a representation that the shareholder or beneficial owner, if any, intends toappear in person or by proxy at the meeting to propose such business or make suchnomination; and(v) a representation whether the shareholder or beneficial owner, if any, intends oris part of a group which intends (a) to deliver a proxy statement and/or form ofproxy to holders of at least the percentage of the Company’s outstanding capitalstock required to approve the proposal or elect the nominee and/or (b) otherwise tosolicit proxies from shareholders in support of such proposal or nomination.(B) Special Meetings of Shareholders.     Only such business shall be conducted at a special meeting of shareholders as shallhave been brought before the meeting of shareholders pursuant to the Company’s notice ofmeeting. Nominations of persons for election to the Board of Directors may be made at aspecial meeting of shareholders only if directors are to be elected at such meeting pursuantto the Company’s notice of meeting. To be properly brought before a special meeting,nominations of persons for election to the Board of Directors must be (i) made by or at thedirection of the Board of Directors or (ii) provided that the Board of Directors hasdetermined that directors shall be elected at such meeting, made by any shareholder of theCompany, who (x) is a shareholder of record at the time of giving of notice provided for inthis Bylaw and at the time of the special meeting, (y) is entitled to vote at the meeting,and (z) complies with the notice procedures set forth in this Bylaw. Clause (ii) of thisparagraph shall be the exclusive means for a shareholder to make nominations for directorbefore a special meeting of shareholders.     For nominations to be properly brought before a special meeting by a shareholderpursuant to clause (ii) of the preceding paragraph, the shareholder must have given timelynotice of the nomination to the Secretary of the Company in the form required by paragraph(A)(2) of this section 7. To be timely, a shareholder’s notice shall be delivered to theSecretary at the principal executive offices of the Company not earlier than the ninetieth(90th) day prior to such special meeting date and not later than the later of the sixtieth(60th) day prior to such special meeting date and the tenth (10th) day following the day onwhich public announcement is first made of the date of the special meeting and of thenominees proposed by the Board of Directors to be elected at such meeting. In no event shallthe public announcement of an adjournment of a special meeting commence a new time periodfor the giving of a shareholder’s notice as described above.(C) General.     (1) Only such persons who are nominated in accordance with the procedures set forth inthis Bylaw shall be eligible to be elected as directors at a meeting of shareholders, andonly such business shall be conducted at a meeting of shareholders as shall have beenbrought before the meeting in accordance with the procedures set forth in this Bylaw. Exceptas otherwise provided by law, the Articles of Incorporation or these

 

6Bylaws, the Chairman ofthe meeting shall have the power and duty to determine whether a nomination or any businessproposed to be brought before the meeting was made or proposed, as the case may be, inaccordance with the procedures set forth in this Bylaw and, if any proposed nomination orbusiness is not in compliance with this Bylaw, todeclare that such proposal shall be disregarded.     (2) For purposes of this Bylaw, “public announcement” shall mean disclosure in a pressrelease reported by the PR Newswire or comparable national news service or in a documentpublicly filed by the Company with the Securities and Exchange Commission pursuant toSection 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgatedthereunder.     (3) Nothing in this Bylaw shall be deemed to affect any rights of (i) shareholders torequest inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 underthe Exchange Act or (ii) the holders of any series of preferred stock if and to the extentprovided for under law, the Articles of Incorporation or these Bylaws.ARTICLE V: DIRECTORSSection 1 — Number: The Board of Directors of the Company shall consist of not lessthan seven (7) nor more than seventeen (17) members, as fixed from time to time byresolution of the Board of Directors.Section 2 —Election: The Directors shall be elected annually at the annual meetingof the shareholders or at any adjournment thereof.Section 3 —Term of Office: Subject to the provisions of the Articles ofIncorporation of the Company and unless otherwise provided by law, the Directors shall holdoffice from the date of their election until the next succeeding annual meeting and untiltheir successors are elected and shall qualify.Section 4 —Vacancies: Any vacancy or vacancies in the Board of Directors arisingfrom any cause may be filled by the affirmative vote of a majority of the Directors then inoffice although less than a quorum. An increase in the number of members shall be construedas creating a vacancy.ARTICLE VI: DIRECTORS’ MEETINGSSection 1 —Organization Meeting: As soon as possible after theirelection, the Board of Directors shall meet and organize and may also transact otherbusiness.Section 2 — Other Meetings: Meetings of the Board of Directors may be held at anytime upon call of the Secretary or an Assistant Secretary made at the direction of theChairman of the Board, the President, a Vice Chairman, if any, or a Vice President.

 

7Section 3 — Place of Meeting: All meetings of Directors shall be held at such placewithin or without the State of Michigan as may be designated in the call therefor.Section 4 — Notice: A reasonable notice of all meetings, in writing or otherwise,shall be given to each Director or sent to the Director’s residence or place of business;provided,however, that no notice shall be required for an organization meeting if held on the sameday as the shareholders’ meeting at which the Directors were elected.     No notice of the holding of an adjourned meeting shall be necessary.     Notice of all meetings shall specify the time and place of holding the meeting andunless otherwise stated any and all business may be transacted at any such meeting.     Notice of the time, place and purpose of any meeting may be waived in writing eitherbefore or after the holding thereof.Section 5 — Quorum: At all meetings of the Board of Directors a majority of theBoard then in office shall constitute a quorum but a majority of the Directors present mayconvene and adjourn any such meeting from time to time until a quorum shall be present;provided, that if the Board shall consist of ten (10) and not more than fifteen (15), thenfive (5) members shall constitute a quorum; and if the Board shall consist of more thanfifteen (15), then seven (7) members shall constitute a quorum.Section 6 — Voting: All questions coming before any meeting of the Board ofDirectors for action shall be decided by a majority vote of the Directors present at suchmeeting, unless otherwise provided by law, the Articles of Incorporation of the Company orby these Bylaws.Section 7 — Participation by Communications Equipment: A Director or a member of aCommittee designated by the Board of Directors may participate in a meeting by means ofconference telephone or similar communications equipment by means of which all personsparticipating in the meeting can hear each other. Participation in a meeting by such meansshall constitute presence in person at the meeting.Section 8 — Action Without Meeting: Any action required or permitted to be takenpursuant to authorization voted at a meeting of the Board of Directors or a Committeethereof, may be taken without a meeting if, before or after the action, all members of theBoard or of the Committee consent thereto in writing. The written consents shall be filedwith the minutes of the proceedings of the Board or Committee, and the consents shall havethe same effect as a vote of the Board or Committee for all purposes.ARTICLE VII: EXECUTIVE AND OTHER COMMITTEESSection 1 — Number and Qualifications: By resolution passed by a majority of thewhole Board, the Board of Directors may from time to time designate one or more of theirnumber to constitute an Executive or any other Committee of the Board, as the Board ofDirectors may from time to time determine to be desirable, and may fix the number ofmembers and designate the Chairperson of each such Committee, except that the Audit

 

8Committee shall consist of not less than three outside members of the Board of Directors.Except as provided by law, the powers of each such Committee shall be as defined in theresolution or resolutions of the Board of Directors relating to the authorizations of suchCommittee, and may include, if such resolution or resolutions soprovide, the power and authority to declare a dividend or to authorize the issuance ofshares of stock of the Company.Section 2 — Appointment: The appointment of members of each such Committee, orother action respecting any Committee, may take place at any meeting of the Directors.Section 3 — Term of Office: The members of each Committee shall hold office at thepleasure of the Board of Directors.Section 4 — Vacancies: Any vacancy or vacancies in any such Committee arising fromany cause shall be filled by resolution passed by a majority of the whole Board ofDirectors. By like vote the Board may designate one or more Directors to serve as alternatemembers of a Committee, who may replace an absent or disqualified member at a meeting of aCommittee; provided, however, in the absence or disqualification of a member of aCommittee, the members of the Committee present at a meeting and not disqualified fromvoting, whether or not constituting a quorum, may unanimously appoint another member of theBoard of Directors to act in the place of the absent or disqualified member.Section 5 — Minutes: Except as provided in Section 2 of Article X hereof or asotherwise determined by the Board of Directors, each such Committee shall make a writtenreport or recommendation following its meetings or keep minutes of all its meetings.Section 6 — Quorum: At all meetings of any duly authorized Committee of the Boardof Directors, a majority of the members of such Committee shall constitute a quorum but amajority of the members present may convene and adjourn any such meeting from time to timeuntil a quorum shall be present; provided, that with respect to any Committee of the Boardother than the Executive Committee, if the membership of such Committee is four (4) orless, then two (2) members of such Committee shall constitute a quorum and one member mayconvene and adjourn any such meeting from time to time until a quorum shall be present.ARTICLE VIII: OFFICERSSection 1 — Election: The officers shall be chosen by the Board of Directors. TheCompany shall have a Chairman of the Board, a President, a Secretary and a Treasurer, andsuch other officers as the Board of Directors may from time to time determine, who shallhave respectively such duties and authority as may be provided by these Bylaws or as may beprovided by resolution of the Board of Directors not inconsistent herewith. Any two (2) ormore of such offices may be held by the same person but no officer shall execute,acknowledge or verify any instrument in more than one capacity if such instrument isrequired by law, by the Articles of Incorporation of the Company or by these Bylaws to beexecuted, acknowledged or verified by two (2) or more officers.

 

9Section 2 — Qualifications: The Chairman of the Board and Vice Chairman, if any,shall be chosen from among the Board of Directors, but the other officers need not bemembers of the Board.Section 3 — Vacancies: Any vacancy or vacancies among the officers arising from anycause shall be filled by the Board of Directors. In case of the absence of any officer ofthe Company or for any other reason that the Board of Directors may deem sufficient, theBoard of Directors may delegate, for the time being, the powers or duties, or any of them,of any officer to any other officer or to any Director.Section 4 — Term of Office: Each officer of the Company shall hold office until theofficer’s successor is chosen and qualified, or until the officer’s resignation or removal.Any officer appointed by the Board of Directors may be removed at any time by the Board ofDirectors with or without cause.Section 5 — Compensation: The compensation of the officers shall be fixed by acommittee of the Board of Directors composed of independent directors as defined byapplicable law and regulation.ARTICLE IX: AGENTSSection 1 — Resident Agent: The Company shall have and continuously maintain aresident agent, which may be either an individual resident in the State of Michigan whosebusiness office is identical with the Company’s registered office or a Michigan corporationor a foreign corporation authorized to transact business in Michigan and having a businessoffice identical with the Company’s registered office. The Board of Directors shall appointthe resident agent.Section 2 — Other Agents: The Board of Directors may appoint such other agents asmay in their judgment be necessary for the proper conduct of the business of the Company.ARTICLE X: POWERS AND DUTIESSection 1 — Directors: The business and affairs of the Company shall be managed bythe Board of Directors which shall have and exercise all of the powers and authority of theCompany except as otherwise provided by law, by the Articles of Incorporation of theCompany or by these Bylaws.Section 2 — Executive Committee: In the interim between meetings of the Board ofDirectors, the Executive Committee shall have and exercise all the powers and authority ofthe Board of Directors except as otherwise provided by law. The Executive Committee shallmeet from time to time on the call of the Chairman of the Board or the Chairman of theCommittee. The Secretary shall keep minutes in sufficient detail to advise fully the Boardof Directors of the actions taken by the Committee and shall submit copies of such minutesto the Board of Directors for its approval or other action at its next meeting.

 

10Section 3 — Chairman of the Board: The Chairman of the Board shall preside at allmeetings of Directors and shareholders; shall perform and do all acts and things incidentto the position of Chairman of the Board; and shall perform such other duties as may beassigned from time to time by the Board of Directors or the Executive Committee.Section 4 — Chief Executive Officer: The Chief Executive Officer, subject to thesupervision of the Board of Directors and of the Executive Committee, shall have generalcharge of the business and affairs of the Company. Unless otherwise provided by the Boardor the Executive Committee, the Chief Executive Officer shall have full power and authorityon behalf of the Company to execute any shareholder, member or partnership consents and toattend and act and to vote in person or by proxy at any meetings of shareholders, membersor partners of any entity in which the Company may own stock or an interest and at any suchmeeting shall possess and may exercise any and all the rights and powers incident to theownership of such stock or interest and which, as the owner thereof, the Company might havepossessed and exercised if present. If the Chief Executive Officer shall not exercise suchpowers, or in the absence or inability to act of the Chief Executive Officer, the Presidentmay exercise such powers. In the absence or inability to act of the President, a ViceChairman, if any, may exercise such powers. In the absence or inability to act of a ViceChairman, any Vice President may exercise such powers. The Board of Directors or ExecutiveCommittee by resolution from time to time may confer like powers upon any other person orpersons. In the absence of the Chairman of the Board and a Vice Chairman, the ChiefExecutive Officer shall preside at meetings of Directors. In the absence of the Chairman ofthe Board, the Chief Executive Officer shall preside at meetings of shareholders.Section 5 — President: The President shall be the chief operating officer of theCompany and shall perform and do all acts and things incident to such position; and shallperform such other duties as may be assigned from time to time by the Board of Directors,the Executive Committee, the Chairman of the Board or the Chief Executive Officer.Section 6 — Vice Chairman: The Vice Chairman, if any, shall perform such of theduties of the Chairman of the Board or the President on behalf of the Company as may berespectively assigned from time to time by the Board of Directors, the Executive Committee,the Chairman of the Board or the President. In the absence of the Chairman of the Board,the Vice Chairman shall preside at meetings of Directors. In the absence of the Chairman ofthe Board and the President, the Vice Chairman shall preside at meetings of shareholders.Section 7 — Vice Presidents: Vice Presidents, if any, shall perform such of theduties of the Chairman of the Board or the President or the Vice Chairman, if any, onbehalf of the Company as may be respectively assigned from time to time by the Board ofDirectors, the Executive Committee, the Chairman of the Board or the President or a ViceChairman. The Board of Directors or Executive Committee may designate one or more of theVice Presidents as Executive Vice President or Senior Vice President.Section 8 — Controller: Subject to the Board of Directors, the Executive Committee,the Chairman of the Board, the President and the Vice President having general charge ofaccounting, the Controller, if any, shall have charge of the supervision of the accounting

 

11system of the Company, including the preparation and filing of all tax returns andfinancial reports required by law to be made to any and all public authorities andofficials; and shall perform such other duties as may be assigned, from time to time, bythe Board of Directors, the Executive Committee, the Chairman of the Board, thePresident, a Vice Chairman, if any, or Vice President having general charge of accounting.Section 9 — Treasurer: It shall be the duty of the Treasurer to have the care andcustody of all the funds and securities, including the investment thereof, of the Companywhich may come into the Treasurer’s hands, and to endorse checks, drafts and otherinstruments for the payment of money for deposit or collection when necessary or proper andto deposit the same to the credit of the Company in such bank or banks or depository as theTreasurer may designate, and the Treasurer may endorse all commercial documents requiringendorsements for or on behalf of the Company. The Treasurer may sign all receipts andvouchers for the payments made to the Company; shall render an account of transactions tothe Board of Directors or the Executive Committee as often as the Board or the Committeeshall require; and shall perform all acts incident to the position of Treasurer, subject tothe control of the Board of Directors, the Executive Committee, the Chairman of the Board,the President and a Vice Chairman, if any.Section 10 — Secretary: The Secretary shall act as custodian of and record theminutes of all meetings of the Board of Directors, of the Executive Committee, of theshareholders and of any Committees of the Board of Directors which keep formal minutes;shall attend to the giving and serving of all notices of the Company; shall prepare orcause to be prepared the list of shareholders required to be produced at any meeting; shallattest the seal of the Company upon all contracts and instruments executed under such sealand shall affix or cause to be affixed the seal of the Company thereto and to allcertificates of shares of the capital stock; shall have charge of the stock records of theCompany and such other books and papers as the Board of Directors, the Executive Committee,the Chairman of the Board, the President or a Vice Chairman, if any, may direct; and shall,in general, perform all the duties of Secretary, subject to the control of the Board ofDirectors, the Executive Committee, the Chairman of the Board, the President and a ViceChairman, if any.Section 11 — General Counsel: The General Counsel, if any, shall have charge of allmatters of a legal nature involving the Company.Section 12 —Assistant Controllers,Assistant Secretaries and Assistant Treasurers: An Assistant Controller, an Assistant Secretary or anAssistant Treasurer, if any, shall, in the absence or inability to act or at the request ofthe Controller, Secretary or Treasurer, respectively, perform the duties of the Controlleror Secretary or Treasurer, respectively, and shall perform such other duties as may fromtime to time be assigned by the Board of Directors, the Executive Committee, the Chairmanof the Board, the President or a Vice Chairman, if any. The performance of any such dutyshall be conclusive evidence of their right to act.

 

12Section 13— Principal Financial Officer and Principal Accounting Officer: The Board of Directors or the ExecutiveCommittee may from time to time designate officers of the Company to be the PrincipalFinancial Officer and the Principal Accounting Officer of the Company.ARTICLE XI: STOCKSection 1 – Certificated and Uncertificated Shares: The shares of stock of theCorporation may be either certificated shares or uncertificated shares or a combinationthereof. A resolution approved by a majority of the directors may provide that some or allof any or all classes and series of the shares of the Company will be uncertificatedshares. Every owner of certificated shares of the Company shall be entitled to acertificate, to be in such form as shall be prescribed by law, the Articles ofIncorporation of the Company or by these Bylaws. Each certificate shall be numbered andshall be entered on the stock records of the Company and registered as they are issued,and shall be signed, in the name of the Company, by the Chairman of the Board, ViceChairman, if any, President or one of the Vice Presidents and by the Treasurer or anAssistant Treasurer or the Secretary or an Assistant Secretary; and shall be sealed withthe seal of the Company or a facsimile thereof, or by such officers as the Board ofDirectors may designate.Section 2 – Facsimile Signatures: When a certificate is countersigned (1) by atransfer agent, or (2) by a transfer clerk acting on behalf of the Company and aregistrar, the signatures of any such Chairman of the Board, Vice Chairman, if any,President, Vice President, Treasurer, Assistant Treasurer, Secretary or AssistantSecretary may be facsimile. In case any officer or officers who have signed, or whosefacsimile signature or signatures have been used on any such certificate orcertificates shall cease to be such officer or officers of the Company before suchcertificate or certificates have been delivered by the Company, such certificate orcertificates may nevertheless be adopted by the Company and be issued and delivered asthough the person or persons who signed such certificate or certificates or whosefacsimile signature or signatures have been used thereon had not ceased to be suchofficer or officers of the Company.Section 3 — Stock – Preferred, Class A Preferred, Preference and Common: Thedesignations, relative rights, preferences, limitations and voting powers, orrestrictions, or qualifications of the shares of Preferred Stock, Class A PreferredStock, Preference Stock and Common Stock shall be as set forth in the Articles ofIncorporation of the Company.Section 4 — Replacing Certificates: In case of the alleged loss, theft or destructionof any certificate of shares of stock and the submission of proper proof thereof, a newcertificate may be issued in lieu thereof upon delivery to the Company by the owner orlegal representative of a bond of indemnity against any claim that may be made againstthe Company on account of such alleged lost, stolen or destroyed certificate or suchissuance of a new certificate.Section 5 – Stock Records and Transfers of Stock: Transfers of shares of stock of theCompany shall be made by the transfer agent and registrar on the Books of the

 

13Company after receipt of a request with proper evidence of succession, assignment, or authorityto transfer by the record holder of such stock, or by an attorney lawfully constitutedin writing, and, in the case of stock represented by a certificate, upon surrender ofthe certificate duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer. Subject to the foregoing, the Board ofDirectors shall have power and authority to adopt resolutions as it shall deem necessaryor appropriate concerning the issue, transfer, and registration of shares of stock of theCorporation, and to appoint and remove transfer agents and registrars of transfers.The Board of Directors may fix a date preceding the date fixed for any meeting ofthe shareholders or any dividend payment date or the date for the allotment of rightsor the date when any change, conversion or exchange of stock shall go into effect orthe date for any other action, as the record date for the determination of theshareholders entitled to notice of and to vote at such meeting or to receive payment ofsuch dividend or to receive such allotment of rights or to exercise such rights inrespect of any such change, conversion or exchange of stock or to take such otheraction, as the case may be, notwithstanding any transfer of shares on the records ofthe Company or otherwise after any such record date fixed as aforesaid. The record dateso fixed by the Board shall not be more than sixty (60) nor less than ten (10) daysbefore the date of the meeting of the shareholders, nor more than sixty (60) daysbefore any other action. If the Board of Directors does not fix a date of record, asaforesaid, the record date shall be as provided by law.Section 6— Registered Shareholders: The Company shall be entitled to recognize theexclusive right of a person registered on its books as the owner of shares to receivedividends, and to vote as such owner, and shall be entitled to hold liable for calls andassessments a person so registered on its books as the owner of shares, and shall not bebound to recognize any equitable or other claim to or interest in such share or shareson the part of any other person, whether or not it shall have express or other noticethereof, except as otherwise provided by applicable statute.ARTICLE XII: AUTHORIZED SIGNATURESSection 1 — Authorized Signatures: All checks, drafts and other negotiableinstruments issued by the Company shall be made in the name of the Company and shall besigned manually or signed by facsimile signature by such one of the officers of the Companyor such other person as the Chairman of the Board, the Vice Chairman of the Board,President or the Treasurer may from time to time designate.ARTICLE XIII: INSURANCESection 1 — Insurance: The Company may purchase and maintain liability insurance,to the full extent permitted by law, on behalf of any person who is or was a director,officer, employee or agent of the Company, or is or was serving at the request of theCompany as a director, officer, employee or agent of another corporation, partnership,joint venture, trust or other enterprise against any liability asserted against such personand incurred by such person in any such capacity.

 

14ARTICLE XIV: AMENDMENTS OF BYLAWSSection 1 — Amendments, How Effected: These Bylaws may be amended or repealed, ornew Bylaws may be adopted, either by the majority vote of the votes cast by theshareholders entitled to vote thereon or by the majority vote of the Directors then inoffice at any meeting of the Directors.Amended and Restated