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BYLAWS
OF
CHEMICAL FINANCIAL CORPORATION
(as amended through January 2023, 20092018)
ARTICLE I
OFFICES
1.01 PRINCIPAL OFFICE. The principal office of the corporation shall be at such place
within the state of Michigan as the Board of Directors shall determine from time to time.
1.02 OTHER OFFICES. The corporation may also have offices at such other places as the
Board of Directors from time to time determines or the business of the corporation requires.
ARTICLE II
SEAL
2.01 SEAL. The corporation shall have a seal in such form as the Board of Directors may
from time to time determine. The seal may be used by causing it or a facsimile to be impressed, affixed,
reproduced or otherwise.
ARTICLE III
CAPITAL STOCK
3.01 ISSUANCE OF SHARES. The shares of capital stock of the corporation shall be issued
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, and subject also to any requirements or restrictions imposed by the
laws of the State of Michigan.
3.02 CERTIFICATES FOR SHARES. The shares of the corporation may be represented by
certificates signed by the ChairmanChair of the Board, President or a Vice President and by the Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary of the corporation, and may be sealed with the seal
of the corporation or a facsimile thereof. 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 issuance. A certificate representing shares
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shall state upon its face that the corporation is formed under the laws of the State of Michigan; the name
of the person to whom it is issued; the number and class of shares, and the designation of the series, if
any, which the certificate represents; the par value of each share represented by the certificate, or a
statement that the shares are without par value; and such other provisions as may be required by the laws
of the State of Michigan. The Board of Directors may authorize the issuance of some or all of the shares
of any class or series of stock of the corporation without certificates.
3.03 TRANSFER OF SHARES. The shares of the capital stock of the corporation are
transferable only on the books of the corporation and, if such shares are certificated, upon surrender of the
certificate therefor, properly endorsed for transfer, and the presentation of such evidences of ownership
and validity of the assignment as the corporation may require.
3.04 REGISTERED SHAREHOLDERS. 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 course 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 notices 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.
3.05 LOST OR DESTROYED CERTIFICATES. Upon the presentation to the corporation of
a proper affidavit attesting the loss, destruction or mutilation of any certificate or certificates for shares of
stock of the corporation, the Board of Directors shall direct the issuance of a new certificate or certificates
to replace the certificates so alleged to be lost, destroyed or mutilated. The Board of Directors may
require as a condition precedent to the issuance of new certificates any or all of the following: (a)
presentation of additional evidence or proof of the loss, destruction or mutilation claimed; (b)
advertisement of 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 sureties, or without sureties, as the
Board of Directors may direct or approve; (d) the order or approval of a court or judge.
ARTICLE IV
SHAREHOLDERS AND MEETINGS OF SHAREHOLDERS
4.01 PLACE OF MEETINGS. All meetings of shareholders shall be held at the principal
office of the corporation or at such other place as shall be determined by the Board of Directors and stated
in the notice of meeting.
4.02 ANNUAL MEETING. The annual meeting of the shareholders of the corporation shall
be held on the third Monday of the fourth calendar month after the end of the corporation’s fiscal year at 2
o’clock in the afternoon, or on such other date and time as shall be determined by the Board of Directors
prior to the end of the second calendar quarter. Directors shall be elected at each annual meeting and such
other business transacted as may come before the meeting.
4.03 SPECIAL MEETINGS. Special meetings of shareholders may be called by the Board of
Directors, the ChairmanChair of the Board (if such office is filled) or the President and shall be called by
the President or Secretary at the written request of shareholders holding a majority of the shares of stock
of the corporation outstanding and entitled to vote. The request shall state the purpose or purposes for
which the meeting is to be called.
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4.04 NOTICE OF MEETING OF SHAREHOLDERS. Notwithstanding anything to the
contrary in these bylaws (including Article VI, Section 6.01), written notice of each meeting of
shareholders, stating the time, place, if any, and purposes thereof, shall be given to each shareholder
entitled to vote at the meeting not less than ten nor more than sixty days before the date fixed for the
meeting, either personally, by mail, or, if authorized by the Board of Directors, by a form of electronic
transmission to which the shareholder has consented. For the purposes of these Bylaws, “electronic
transmission” means any form of communication that does not directly involve the physical transmission
of paper, that creates a record that may be retained and retrieved by the recipient, and that may be
reproduced in paper form by the recipient through an automated process. Notice of a meeting need not be
given to any shareholder who signs a waiver of notice before or after the meeting. Attendance of a
shareholder at a meeting shall constitute both: (a) a waiver of notice or defective notice except when the
shareholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to
holding the meeting or transacting any business because the meeting has not been lawfully called or
convened, and (b) a waiver of objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, except when the shareholder objects to
considering the matter when it is presented.
4.05 RECORD DATES. The Board of Directors, the ChairmanChair of the Board (if such
office is filled) or the President may fix in advance a date as the record date for the purpose of
determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment
thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of a dividend or allotment of a right, or for the
purpose of any other action. The date fixed shall not be more than 60 nor less than 10 days before the date
of the meeting, nor more than 60 days before any other action. In such case only such shareholder as shall
be shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or
adjournment therefor, or to express consent or to dissent from such proposal, or to receive payment of
such dividend or to receive such allotment of rights, or to participate in any other action, as the case may
be, notwithstanding any transfer of any stock on the books of the corporation, or otherwise, after any such
record date. Nothing in this Bylaw shall affect the rights of a shareholder and his or her transferee or
transferor as between themselves.
4.06 LIST OF SHAREHOLDERS. The Secretary of the corporation or the agent of the
corporation having charge of the stock transfer records for shares of the corporation shall make and
certify a complete list of the shareholders entitled to vote at a shareholders’ meeting or any adjournment
thereof. The list shall be arranged alphabetically within each class and series, with the address of, and the
number of shares held by, each shareholder; be produced at the time and place of the meeting; be subject
to inspection by any shareholder during the whole time of the meeting; and be prima facie evidence as to
who are the shareholders entitled to examine the list or vote at the meeting.
4.07 QUORUM. Unless a greater or lesser quorum is required in the Articles of Incorporation
or by the laws of the State of Michigan, the shareholders present at a meeting in person or by proxy who,
as of the record date for such meeting, were holders of a majority of the outstanding shares of the
corporation entitled to vote at the meeting shall constitute a quorum at the meeting. Whether or not a
quorum is present, a meeting of shareholders may be adjourned by a vote of the shares present in person
or by proxy. When the holders of a class or series of shares are entitled to vote separately on an item of
business, this Bylaw applies in determining the presence of a quorum of such class or series for
transaction of such item of business.
4.08 PROXIES. A shareholder entitled to vote at a meeting of shareholders or to express
consent or dissent without a meeting may authorize one or more other persons to act for him or her by
proxy. The following methods constitute a valid means by which a shareholder may grant authority to
another person to act as proxy: (a) The execution of a writing authorizing another person or persons to act
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for the shareholder as proxy. Execution may be accomplished by the shareholder or by an authorized
officer, director, employee, or agent signing the writing or causing his or her signature to be affixed to the
writing by any reasonable means including, but not limited to, facsimile signature; and (b) Transmitting
or authorizing the transmission of a telegram, cablegram, or other means ofby electronic transmission to
the person who will hold the proxy or to a proxy solicitation firm, proxy support service organization, or
similar agent fully authorized by the person who will hold the proxy to receive that transmission. Any
telegram, cablegram, or other means of electronic transmission must either set forth or be submitted with
information from which it can be determined that the telegram, cablegram, or other electronic
transmission was authorized by the shareholder. If a telegram, cablegram, or otheran electronic
transmission is determined to be valid, the inspectors, or, if there are no inspectors, the persons making
the determination shall specify the information upon which they relied.
4.09 INSPECTORS OF ELECTION. 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 the 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. If appointed, 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 and 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 by the inspectors.
4.10 VOTING. Each outstanding share is entitled to one vote on each matter submitted to a
vote, unless otherwise provided in the Articles of Incorporation. Votes shall be cast in writing, signed by
the shareholder or his or her proxy. When an action, other than the election of directors, is to be taken by
a vote of the shareholders, it shall be authorized by a majority of the votes cast by the holders of shares
entitled to vote thereon, unless a greater plurality is required by the Articles of Incorporation or by the
laws of the State of Michigan. Except as otherwise provided by the Articles of Incorporation, directors
shall be elected by a plurality of the votes cast at any election.
4.11 SHAREHOLDER PROPOSALS. Except as otherwise provided by statute, the
corporation’s Articles of Incorporation or these Bylaws:
(a) No matter may be presented for shareholder action at an annual or special
meeting of shareholders unless such matter is: (i) specified in the notice of the
meeting (or any supplement to the notice) given by or at the direction of the
Board of Directors; (ii) otherwise presented at the meeting by or at the direction
of the Board of Directors; (iii) properly presented for action at the meeting by a
shareholder in accordance with the notice provisions set forth in this Section and
any other applicable requirements; or (iv) a procedural matter presented, or
accepted for presentation, by the ChairmanChair in his or her sole discretion
(b) For a matter to be properly presented by a shareholder, the shareholder must have
given timely notice of the matter in writing to the Secretary of the corporation.
To be timely, the notice must be delivered to or mailed to and received at the
principal executive offices of the corporation not less than 120 calendar days
prior to the date corresponding to the date of the corporation’s proxy statement or
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notice of meeting released to shareholders in connection with the last preceding
annual meeting of shareholders in the case of an annual meeting (unless the
corporation did not hold an annual meeting within the last year, or if the date of
the upcoming annual meeting changed by more than thirty days from the date of
the last preceding meeting, then the notice must be delivered or mailed and
received not more than ten days after the earlier of the date of the notice of the
meeting or public disclosure of the date of the meeting), and not more than ten
days after the earlier of the date of the notice of the meeting or public disclosure
of the date of the meeting in the case of a special meeting. The notice by the
shareholder must set forth: (i) a brief description of the matter the shareholder
desires to present for shareholder action; (ii) the name and record address of the
shareholder proposing the matter for shareholder action; (iii) the class and
number of shares of capital stock of the corporation that are beneficially owned
by the shareholder; and (iv) any material interest of the shareholder in the matter
proposed for shareholder action. For purposes of this Section, “public disclosure”
means disclosure in a press release reported by the Dow Jones News Service,
Associated Press or other comparable national financial news service or in a
document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15 of the Securities Exchange Act of
1934, as amended.
(c) Except to the extent that a shareholder proposal submitted pursuant to this
Section is not made available at the time of mailing, the notice of the purposes of
the meeting shall include the name and address of and the number of shares of
the voting security held by the proponent of each shareholder proposal
(d) Notwithstanding the above, if the shareholder desires to require the corporation
to include the shareholder’s proposal in the corporation’s proxy materials,
matters and proposals submitted for inclusion in the corporation’s proxy
materials shall be governed by the solicitation rules and regulations of the
Securities Exchange Act of 1934, as amended, including without limitation Rule
14a-8.
ARTICLE V
DIRECTORS
5.01 NUMBER. The business and affairs of the corporation shall be managed by a Board of
not less than five (5) nor more than twenty-five (25) directors as shall be fixed from time to time by the
Board of Directors. The directors need not be residents of Michigan or shareholders of the corporation.
5.02 ELECTION, RESIGNATION AND REMOVAL. Directors shall be elected at each
annual meeting of the shareholders, each to hold office until the next annual meeting of shareholders and
until his or her successor is elected and qualified, or until his or her resignation or removal. A director
may resign by written notice to the corporation. The resignation is effective upon its receipt by the
corporation or a subsequent time as set forth in the notice of resignation. A director or the entire Board of
Directors may be removed, with or without cause, by vote of the holders of a majority of the shares
entitled to vote at an election of directors.
5.03 NOMINATIONS OF DIRECTOR CANDIDATES.
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(a) Nominations of candidates for election to the Board of Directors of the
corporation at any annual meeting of shareholders or at any special meeting of
shareholders called for election of directors (an “Election Meeting”) may be
made by the Board of Directors or by a shareholder of record of shares of a class
entitled to vote at such Election Meeting.
(b) Nominations made by the Board of Directors shall be made at a meeting of the
Board of Directors, or by written consent of directors in lieu of a meeting, not
less than ten days prior to the date of an Election Meeting; provided, that
approval by the Board of Directors of the corporation’s proxy statement with
respect to an Election Meeting in which nominees for director are named shall
constitute the nominations of the Board of Directors.
(c) A shareholder of record of shares of a class entitled to vote at an Election
Meeting may make a nomination at an Election Meeting if, and only if, such
shareholder shall have first delivered, not less than 120 days prior to the date of
the Election Meeting in the case of an annual meeting, and not more than seven
days following the date of notice of the Election Meeting in the case of a special
meeting, a notice to the Secretary of the corporation setting forth with respect to
each proposed nominee: (i) the name, age, business address and residence
address of such nominee; (ii) the principal occupation or employment of such
nominee; (iii) the number of shares of capital stock of the corporation which are
beneficially owned by such nominee; (iv) a statements that such nominee is
willing to be nominated and to serve if elected; and (v) such other information
concerning such nominee as would be required under the rules of the Securities
and Exchange Commission to be provided in a proxy statement soliciting proxies
for the election of such nominee.
(d) If the chairmanchair of the Election Meeting determines that a nomination was
not made in accordance with the foregoing procedures, such nomination shall be
void and all votes cast in favor of election of a person so nominated shall be
disregarded.
5.04 VACANCIES. Vacancies in the Board of Directors occurring by reason of death,
resignation, removal, increase in the number of directors or otherwise shall be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless
filled by proper action of the shareholders of the corporation. Each person so elected shall be a director
for a term of office continuing only until the next election of directors by the shareholders.
5.05 ANNUAL MEETING. The Board of Directors shall meet each year immediately
afterfollowing the annual meeting of the shareholders, or within three (3) days of such time excluding
Sundays and legal holidays if such later time is deemed advisable, at the place where such meeting of the
shareholders has been held or such other place as the Board may determine, for the purpose of election of
officers and consideration of such business that may properly be brought before the meeting; provided,
that if less than a majority of the directors appear for an annual meeting of the Board of Directors the
holding of such annual meeting shall not be required and the matters which might have been taken up
therein may be taken up at any later special or annual meeting, or by consent resolution..
5.06 REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of Directors
may be held at such times and places as the majority of the directors may from time to time determine at a
prior meeting or as shall be directed or approved by the vote or written consent of all the directors.
Special meetings of the Board may be called by the ChairmanChair of the Board (if such office is filled)
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or the President and shall be called by the President or Secretary upon the written request of any two
directors.
5.07 NOTICES. No notice shall be required for annual or regular meetings of the Board or for
adjourned meetings, whether regular or special. Three days’ written notice shall be given for special
meetings of the Board, and such notice shall state the time, place and purpose or purposes of the meeting.
5.08 QUORUM. A majority of the Board of Directors then in office, or of the members of a
committee thereof, constitutes a quorum for the transaction of business. The vote of a majority of the
directors present at any meeting at which there is a quorum shall be the acts of the Board or of the
committee, except as a larger vote may be required by the laws of the State of Michigan. 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 means of which all persons participating in the
meeting can hear each other. Participation in a meeting in this manner constitutes presence in person at
the meeting.
5.09 EXECUTIVE AND OTHER COMMITTEES. The Board of Directors may, by
resolution passed by a majority of the whole Board, appoint three or more members of the Board as an
executive committee to exercise all powers and authorities of the Board in management of the business
and affairs of the corporation, provided, however, that such committee shall not have 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 substantially all
of the corporation’s property and assets;
(d) recommend to shareholders a dissolution of the corporation or revocation of a
dissolution;
(e) amend these Bylaws;
(f) fill vacancies in the Board;
(g) fix the compensation of the directors for serving on the Board or on a committee;
or
(h) unless expressly authorized by the Board, declare a dividend or authorize the
issuance of stock.
The Board of Directors from time to time may, by like resolution, appoint such
other committees of one or more directors to have such authority as shall be
specified by the Board in the resolution making such appointments. The Board of
Directors may designate one or more directors as alternate members of any
committee who may replace an absent or disqualified member at any meeting
thereof.
5.10 DISSENTS. A director who is present at a meeting of the Board of Directors, or a
committee thereof of which he or she is a member, at which action on a corporate matter is taken is
presumed to have concurred in that action unless his or her dissent is entered in the minutes of the
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meeting or unless he or she files his or her written dissent to the action with the person acting as secretary
of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the corporation promptly after the adjournment of the meeting. Such right to dissent does not
apply to a director who voted in favor of such action. A director who is absent from a meeting of the
Board, or a committee thereof of which he or she is a member, at which any such action is taken is
presumed to have concurred in the action unless he or she files his or her written dissent with the
Secretary of the corporation within a reasonable time after he or she has knowledge of the action.
5.11 COMPENSATION. The Board of Directors, by affirmative vote of a majority of
directors in office and irrespective of any personal interest of any of them, may establish reasonable
compensation of directors for services to the corporation as directors or officers.
ARTICLE VI
NOTICES, WAIVERS OF NOTICE AND MANNER OF ACTING
6.01 NOTICES. All notices of meetings required to be given to shareholders, directors or any
committee of directors may be given by mail, telegram, radiogram or cablegram or by electronic
transmission to any shareholder, director or committee member at his or her last address as it appears on
the books of the corporation. Such notice shall be deemed to be given at the time when the same shall be
mailed or otherwise dispatched.
6.02 WAIVER OF NOTICE. Notice of the time, place and purpose of any meeting of
shareholders, directors or committee of directors may be waived by telegram, radiogram, cablegram or
otherin writing or by electronic transmission, either before or after the meeting, or in such other manner
as may be permitted by the laws of the State of Michigan. Attendance of a person at any meeting of
shareholders, in person or by proxy, or at any meeting of directors or of a committee of directors,
constitutes a waiver of notice of the meeting except when the person attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
6.03 ACTION WITHOUT A MEETING. Any action required or permitted at any meeting of
shareholders or directors or committee of directors may be taken without a meeting, without prior notice
and without a vote, if all of the shareholders or directors or committee members entitled to vote thereon
consent thereto in writing.
ARTICLE VII
OFFICERS
7.01 NUMBER. The Board of Directors shall elect or appoint a ChairmanChair of the Board,
a Chief Executive Officer, a President, a Secretary, a Treasurer, and one or more other officers as the
Board of Directors may from time to time determine. The ChairmanChair of the Board, the President and
the Chief Executive Officer, if such person is not also the President, shall be members of the Board of
Directors. Any two or more offices, except those of President and Vice President and those of Chief
Executive Officer and Vice President, may be held by the same person, but no officer shall execute,
acknowledge or verify an instrument in more than one capacity.
7.02 TERM OF OFFICE, RESIGNATION AND REMOVAL. The ChairmanChair of the
Board and each officer shall hold office for the term for which he or she is elected or appointed and until
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his or her successor is elected or appointed and qualified, or until his or her resignation or removal. The
ChairmanChair of the Board and any officer may resign by written notice to the corporation. The
resignation is effective upon its receipt by the corporation or at a subsequent time specified in the notice
of resignation. An officer may be removed by the Board with or without cause. The removal of an officer
shall be without prejudice to his or her contract rights, if any. The election or appointment of an officer
does not of itself create contract rights.
7.03 VACANCIES. The Board of Directors may fill any vacancies in the ChairmanChair of
the Board position or any office occurring for whatever reason.
7.04 AUTHORITY. The ChairmanChair of the Board and all officers, employees and agents
of the corporation shall have such authority and perform such duties in the conduct and management of
the business and affairs of the corporation as may be designated by the Board of Directors and these
Bylaws.
ARTICLE VIII
DUTIES OF OFFICERS
8.01 CHAIRMANCHAIR OF THE BOARD. The ChairmanChair of the Board shall preside
at all meetings of the shareholders and of the Board of Directors at which he or she is present. He or she
shall have such other duties and powers as may be imposed upon or given to him or her by the Board of
Directors but shall not be an officer or executive officer of the corporation.
8.02 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall see that all orders
and resolutions of the Board are carried into effect, and he or she shall have the general and active powers
of supervision and management usually vested in the chief executive officer of a corporation, including
the authority to vote all securities of other corporations and business organizations which are held by the
corporation. In the absence or disability of the ChairmanChair of the Board, he or she also shall perform
the duties and execute the powers of the ChairmanChair of the Board as set forth in these Bylaws.
8.03 PRESIDENT. The President shall have such duties as may be assigned to him or her
from time to time by the Chief Executive Officer or the Board of Directors. The President may also be the
Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall
perform the duties and execute the powers of the Chief Executive Officer as set forth in these Bylaws.
8.04 VICE PRESIDENTS. The Vice Presidents, in order of their seniority based upon
executive title, shall, in the absence or disability of the President, perform his or her duties and exercise
his or her powers and shall perform such other duties as the Board of Directors, the Chief Executive
Officer or the President may from time to time prescribe.
8.05 SECRETARY. The Secretary shall attend all meetings of the Board of Directors and of
shareholders and shall record all votes and minutes of all proceedings in a book to be kept for that
purpose. He or she shall give or cause to be given notice of all meetings of the shareholders and of the
Board of Directors. He or she shall keep in safe custody the seal of the corporation, if any, and, when
authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be
attested by his or her signature, or by the signature of the Treasurer or an Assistant Secretary. The
Secretary may delegate any of his or her duties, powers and authorities to one or more Assistant
Secretaries, unless such delegation is disapproved by the Board.
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8.06 TREASURER. The Treasurer shall have the custody of the corporate funds and
securities; shall keep full and accurate accounts of receipts and disbursements in books of the corporation;
and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors. He or she shall render to the Chief
Executive Officer, the President and directors, whenever they may require it, an account of his or her
transactions as Treasurer and of the financial condition of the corporation. The Treasurer may delegate
any of his or her duties, powers and authorities to one or more Assistant Treasurers unless such delegation
be disapproved by the Board of Directors. The Board of Directors may designate the individual who
serves as Treasurer to also serve as Chief Financial Officer of the corporation, .
8.07 ASSISTANT SECRETARIES AND TREASURERS. The Assistant Secretaries, in the
order of their seniority based upon executive title, shall perform the duties and exercise the powers and
authorities of the Secretary in case of his or her absence or disability. The Assistant Treasurers, in the
order of their seniority based upon executive title, shall perform the duties and exercise the powers and
authorities of the Treasurer in case of his or her absence or disability. The Assistant Secretaries and
Assistant Treasurers shall also perform such duties as may be delegated to them by the Secretary and
Treasurer, respectively, and also such duties as the Chief Executive Officer, the President, or the Board of
Directors may prescribe.
8.08 OTHER OFFICERS. The Board of Directors may, from time to time, appoint such other
officers of the corporation as the Board of Directors may consider appropriate. Such officers shall
perform such duties and exercise such authority as the Board of Directors may prescribe.
8.09 EXECUTIVE OFFICERS. The Chief Executive Officer, President, Secretary and
Treasurer, together with such other officers specifically designated by the Board of Directors, shall be
known as the executive officers and shall have all of the usual powers and shall perform all of the usual
duties incident to their respective offices.
ARTICLE IX
SPECIAL CORPORATE ACTS
9.01 ORDERS FOR PAYMENT OF MONEY. All checks, drafts, notes, bonds, bills of
exchange and orders for payment of money of the corporation shall be signed by such officer or officers
or such other person or persons as the Board of Directors may from time to time designate.
9.02 CONTRACTS AND CONVEYANCES. The Board of Directors of the corporation may
in any instance designate the officer and/or agent who shall have authority to execute any contract,
conveyance, mortgage or other instrument on behalf of the corporation, or may ratify or confirm any
execution. When the execution of any instrument has been authorized without specification of the
executing officers or agents, the Chiefany executive officer, of the President or any Vice President, and
the Secretary or Assistant Secretary or Treasurer or Assistant Treasurer,corporation may execute the same
in the name and on behalf of this corporation and may affix the corporate seal thereto.
ARTICLE X
BOOKS AND RECORDS
10.01 MAINTENANCE OF BOOKS AND RECORDS. The proper officers and agents of the
corporation shall keep and maintain such books, records and accounts of the corporation’s business and
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affairs, minutes of the proceedings of its shareholders, Board and committees, if any, and such stock
ledgers and lists of shareholders, as the Board of Directors shall deem advisable, and as shall be required
by the laws of the State of Michigan and other states or jurisdictions empowered to impose such
requirements. Books, records and minutes may be kept within or without the State of Michigan in a place
which the Board shall determine.
10.02 RELIANCE ON BOOKS AND RECORDS. In discharging his or her duties, a director
or an officer of the corporation, when acting in good faith, may rely upon the opinion of counsel for the
corporation, upon the report of an independent appraiser selected with reasonable care by the Board, or
upon financial statements of the corporation represented to him or her to be correct by the President or the
officer of the corporation having charge of its books of account, or stated in a written report by an
independent public or certified public accountant or firm of such accountants fairly to reflect the financial
condition of the corporation.
ARTICLE XI
INDEMNIFICATION
11.01 INDEMNIFICATION. The corporation shall provide indemnification to persons who
serve or have served as directors, officers, employees or agents of the corporation, and to persons who
serve or have served at the request of the corporation as directors, officers, employees, partners or agents
of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether
for profit or not, to the fullest extent permitted by the Michigan Business Corporation Act, as the same
now exists or may hereafter be amended.
ARTICLE XII
AMENDMENTS
12.01 AMENDMENTS. The Bylaws of the corporation may be amended, altered or repealed,
in whole or in part, by the shareholders or by the Board of Directors at any meeting duly held in
accordance with these Bylaws, provided that notice of the meeting includes notice of the proposed
amendment, alternative or repeal.