Contract

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF TECUMSEH PRODUCTS COMPANY AS AMENDED THROUGH APRIL 26, 2006 ARTICLE I MEETINGS SECTION 1. PLACE OF MEETING. Any or all meetings of the shareholders,and of the Board of Directors, of this Corporation may be held within or withoutthe State of Michigan provided that no meeting shall be held at a place otherthan the registered office in Michigan, except pursuant to Bylaw or resolutionadopted by the Board of Directors. SECTION 2. ANNUAL MEETING OF SHAREHOLDERS. An annual meeting of theshareholders shall be held in each calendar year on the last Wednesday of Aprilof such calendar year at 10:30 a.m., local time, or at such other date and timeas shall be determined from time to time by the Board of Directors, for theelection of directors and for the transaction of such other business as may comebefore such annual meeting. SECTION 3. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS. Except asotherwise provided in the Michigan Business Corporation Act, as amended fromtime to time (the “Act”), at least ten (10) but not more than sixty (60) daysprior to the date fixed by Section 2 of this Article for the holding of theannual meeting of shareholders, written notice of the time, place, and purposesof such meeting shall be given either personally, by mail, or by electronictransmission as hereinafter provided, to each shareholder entitled to vote atsuch meeting. SECTION 4. BUSINESS AT ANNUAL MEETINGS. At an annual meeting of theshareholders of the Corporation, only such business shall be conducted as shallhave been properly brought before the meeting. To be properly brought before anannual meeting, business must be (a) specified in the notice of meeting (or anysupplement thereto) given by or at the direction of the Board of Directors, (b)otherwise brought before the meeting by or at the direction of the Board ofDirectors, or (c) otherwise properly brought before the meeting by ashareholder. For business to be properly brought before an annual meeting by ashareholder, if such business relates to the election of directors of theCorporation, the procedures in Article IV, Section 2, of these Bylaws must becomplied with. If such business relates to any other matter, the shareholdermust have given timely notice thereof in writing to the Secretary of theCorporation. To be timely, a shareholder’s notice must be delivered by mail orelectronic transmission to the Secretary and received at the principal executiveoffices of the Corporation not less than 60 days nor more than 90 days prior tothe anniversary date of the immediately preceding annual meeting ofshareholders; provided however that in the event thatthe annual meeting is called for a date that is not within 20 days before orafter such anniversary date, such notice by the shareholder in order to betimely must be so received not later than the close of business on the tenth dayfollowing the day on which such notice of the date of the annual meeting ismailed, transmitted electronically, or public disclosure of the date of theannual meeting is made, whichever first occurs. A shareholder’s notice to theSecretary shall set forth as to each matter the shareholder proposes to bringbefore the annual meeting (a) a brief description of the business desired to bebrought before the annual meeting containing all material information relatingthereto and the reasons for conducting such business at the annual meeting, (b)the name and address, as they appear on the Corporation’s books, of theshareholder proposing such business, (c) the class and number of shares of theCorporation which are beneficially owned by the shareholder, and (d) anymaterial interest of the shareholder in such business. Notwithstanding anythingin the Bylaws to the contrary, no business shall be conducted at any annualmeeting except in accordance with the procedures set forth in this Section 4.The officer presiding over the meeting shall, if the facts warrant, determineand declare to the meeting that business was not properly brought before themeeting in accordance with the provisions of this Section 4, and if he or sheshould so determine, the presiding officer shall so declare to the meeting thatany such business not properly brought before the meeting shall not betransacted. SECTION 5. SPECIAL MEETINGS OF SHAREHOLDERS. A special meeting of theshareholders, for any purpose or purposes proper for shareholder action andspecified in the notice of such meeting, may be called at any time by theChairman of the Board of Directors or President, (or, during the absence ordisability of both the Chairman of the Board of Directors and the President orwhile both such offices are vacant, by the Vice-Chairman of the Board ofDirectors) and shall be so called at the request in writing of a majority of theBoard of Directors or of shareholders entitled to vote not less than anaggregate of fifty percent (50%) of the outstanding shares of the Corporationhaving the right to vote at such special meeting. Any such request shall statethe purpose or purposes of the proposed meeting. The method by which suchmeeting may be called is as follows: upon receipt of a specification, inwriting, setting forth the date and objects of such proposed special meeting,signed by the Chairman of the Board of Directors or the President (or, duringthe absence or disability of both the Chairman of the Board of Directors and thePresident or while both such offices are vacant, by the Vice-Chairman of theBoard of Directors) or of a request by a majority of the Board of Directors, orby shareholders as above provided, the Secretary of this Corporation shallprepare, sign, and mail or transmit electronically, the notices requisite tosuch meeting. SECTION 6 NOTICE AND BUSINESS AT SPECIAL MEETINGS OF SHAREHOLDERS. Atleast ten (10) but not more than sixty (60) days prior to the date fixed for theholding of any special meeting of shareholders, written notice of -2-the time, place, and purposes of such meeting shall be given either personally,by mail, or by electronic transmission to each shareholder entitled to vote atsuch meeting. The business transacted at any such special meeting, other thanprocedural matters and matters relating to the conduct of the meeting, shall belimited to the purpose or purposes set forth in the notice. The officerpresiding at the meeting shall, if the facts warrant, determine and declare tothe meeting that business was not properly brought before the meeting inaccordance with the provisions of this Section 6, and if he or she should sodetermine, such presiding officer shall so declare to the meeting that anybusiness not properly brought before the meeting shall not be transacted. SECTION 7. ORGANIZATION MEETING OF BOARD. At the place of holding theannual meeting of shareholders, and immediately following the annual meeting ofshareholders, the Board of Directors, as constituted upon final adjournment ofsuch annual meeting, shall convene for the purpose of election of officers andtransacting any other business properly brought before it, provided, that theorganization meeting in any year may be held at a different time and place thanthat herein provided by consent of a majority of the directors of such newboard. No notice of such meeting shall be necessary to the newly electeddirectors in order to legally constitute the meeting, provided a quorum shall bepresent, unless the meeting is not held at the place of holding and immediatelyfollowing the annual meeting of shareholders. SECTION 8. REGULAR MEETINGS OF BOARD. Regular meetings of the board ofdirectors shall be held at such times and places as the board of directors shallfrom time to time determine by resolution adopted at any regular or specialmeeting of the board of directors. No notice of regular meetings of the board ofdirectors shall be required. SECTION 9. SPECIAL MEETING OF BOARD. Special meetings of the Board ofDirectors may be called by the Chairman of the Board of Directors or thePresident (or, during the absence or disability of both the Chairman of theBoard of Directors and the President or while both such offices are vacant, bythe Vice-Chairman of the Board of Directors) at any time by means of notice ofthe time and place thereof to each Director given not less than twenty-four (24)hours before the time such special meeting is to be held, but action taken atany such meeting shall not be invalidated for want of notice if such noticeshall be waived as hereinafter provided. SECTION 10. NOTICES AND MAILING. All notices required to be given byany provision of these Bylaws shall state the authority pursuant to which theyare issued (as, “by order of the Chairman of the Board of Directors” or “byorder of the President” or “by order of the Vice-Chairman of the Board ofDirectors” or “by request of the Board of Directors” or “by request ofshareholders,” as the case may be) and shall bear the written or printedsignature of the Secretary. Every notice to a -3-shareholder shall be plainly addressed to the sendee at such shareholder’s lastaddress appearing upon the original or duplicate stock ledger of thisCorporation. Every notice to a director shall be plainly addressed to the sendeeat his last address appearing on the records of this Corporation. Every noticeby mail shall be deemed duly served when the same has been deposited in theUnited States mail with postage fully prepaid so addressed to the sendee.Written notice may also be given in person or by telegram, telecopy, telex,radiogram, cablegram, electronic transmission, or mailgram, and such noticeshall be deemed duly given when the recipient receives the notice personally orwhen notice, so addressed to the sendee, has been delivered to the company, orto the equipment transmitting such notice. SECTION 11. WAIVER OF NOTICE. Notice of the time, place, and purpose ofany meeting of the shareholders or of the Board of Directors may be waived inwriting, either before or after such meeting has been held. Any and allrequirements of the laws of the State of Michigan, and of the Articles ofIncorporation, and of the Bylaws with respect to the calling of any meeting ofthe shareholders or of the Board of Directors may be waived in writing, eitherbefore or after such meeting has been held. Neither the business to betransacted at, nor the purpose of, a regular or special meeting of the Board ofDirectors need be specified in the waiver of notice of the meeting. Writtenwaiver of notice may be given in person or by telegram, telecopy, telex,radiogram, cablegram, electronic transmission, or mailgram, and such waiver ofnotice shall be deemed duly given when the Corporation receives the noticepersonally or when notice, so addressed to the Corporation, has been deliveredto the Secretary of the Corporation, or to the equipment transmitting suchwaiver of notice. SECTION 12. PROCEDURAL MATTERS. At each meeting of the shareholders,the officer presiding over the meeting shall fix and announce the date and timeof the opening and the closing of the polls for each matter upon which theshareholders will vote at the meeting and shall determine the order of businessand all other matters of procedure. Except to the extent inconsistent with anysuch rules and regulations as adopted by the Board of Directors, such presidingofficer may establish rules, which need not be in writing, to maintain order forthe conduct of the meeting, including, without limitation, restrictingattendance to bona fide shareholders of record and their proxies and otherpersons in attendance at the invitation of the Board or such presiding officerand making rules governing speeches and debates. The presiding officer acts inhis or her absolute discretion and his or her rulings are not subject to appeal. SECTION 13. PARTICIPATION IN MEETING BY TELEPHONE OR REMOTECOMMUNICATION. By resolution of the Board of Directors, shareholders mayparticipate in the annual or a special meeting of shareholders by means ofconference telephone or other remote communications equipment through which allpersons participating in the meeting can communicate with the -4-other participants. Participation in a meeting pursuant to this Sectionconstitutes presence in person at the meeting. ARTICLE II QUORUM SECTION 1. QUORUM OF SHAREHOLDERS. A majority of the outstanding sharesof this Corporation entitled to vote, present by the record holders thereof inperson or by proxy, shall constitute a quorum at any meeting of theshareholders. SECTION 2. QUORUM OF DIRECTORS. A majority of the members of the Boardof Directors then in office shall constitute a quorum for transaction ofbusiness. ARTICLE III VOTING, ELECTIONS AND PROXIES SECTION 1. WHO IS ENTITLED TO VOTE. Except as the Articles ofIncorporation of this Corporation otherwise provide, each shareholder of thisCorporation shall, at every meeting of the shareholders, be entitled to one votein person or by proxy for each share of capital stock of this Corporation heldby such shareholder, subject, however, to the full effect of the limitationsimposed by the fixed record date for determination of shareholders set forth inSection 2 of this Article. SECTION 2. RECORD DATE FOR DETERMINATION OF SHAREHOLDERS. For thepurpose of determining shareholders entitled to notice of and to vote at ameeting of shareholders or an adjournment of a meeting, the Board of Directorsmay fix a record date, which shall not precede the date on which the resolutionfixing the record date is adopted by the Board. The date shall not be more thansixty (60) nor less than ten (10) days before the date of the meeting. If arecord date is not fixed, the record date for determination of shareholdersentitled to notice of or to vote at a meeting of shareholders shall be the closeof business on the day next preceding the day on which notice is given, or if nonotice is given, the day next preceding the day on which the meeting is held.When a determination of shareholders of record entitled to notice of or to voteat a meeting of shareholders has been made as provided in this Section, thedetermination applies to any adjournment of the meeting, unless the Board ofDirectors fixes a new record date under this Section for the adjourned meeting.For the purpose of determining shareholders entitled to receive payment of ashare dividend or distribution, or allotment of a right, or for the purpose ofany other action, the Board of Directors may fix a record date, which shall notprecede the date on which the resolution fixing the record date is adopted bythe Board. The date shall not be more than sixty (60) days before the payment ofthe share dividend or distribution or allotment of a -5-right or other action. If a record date is not fixed, the record date shall bethe close of business on the day on which the resolution of the Board ofDirectors relating to the corporate action is adopted. SECTION 3. PROXIES. No proxy shall be deemed operative unless and untilsigned by the shareholder or his or her authorized agent or representative andfiled with the Corporation. In the absence of limitation to the contrarycontained in the proxy, the same shall extend to all meetings of theshareholders and shall remain in force three years from its date and no longer. SECTION 4. VOTE BY SHAREHOLDER CORPORATION. Any other corporationowning voting shares in this Corporation may vote upon the same by the Presidentof such shareholder corporation, or by proxy appointed by him or, in absence ofthe President and his proxy, by its Treasurer or, in their absence, by itsSecretary. The Board of Directors of such shareholder corporation may appointsome other person to vote such shares. SECTION 5. INSPECTORS OF ELECTION. The Board of Directors, in advanceof a shareholders’ meeting, may appoint one (1) or more inspectors of electionto act at the meeting or any adjournment thereof. If inspectors are not soappointed, the person presiding at a shareholders’ meeting may, and on requestof a shareholder entitled to vote thereat shall, appoint one (1) or moreinspectors. In case a person appointed fails to appear or act, the vacancy maybe filled by appointment made by the Board of Directors in advance of themeeting or at the meeting by the person presiding thereat. The inspectors shalldetermine the number of shares outstanding and the voting power of each, theshares represented at the meeting, the existence of a quorum, the validity andeffect of proxies, and shall receive votes or ballots, hear and determinechallenges and questions arising in connection with the right to vote, count andtabulate votes or ballots, determine the result, and do such acts as are properto conduct the election or vote with fairness to all shareholders. On request ofthe person presiding at the meeting or a shareholder entitled to vote thereat,the inspectors shall make and execute a written report to the person presidingat 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 ascertified by the inspectors. ARTICLE IV BOARD OF DIRECTORS SECTION 1. NUMBER AND TERM OF DIRECTORS. The business and affairs ofthe Corporation shall be managed by a Board of Directors composed of not lessthan five (5) nor more than ten (10) members. The number of directors whichshall constitute the Board of Directors at any given time shall be determined byresolution of the Board of Directors; provided, however, that in the absence ofan express determination by the Board of Directors, the number of directors,until -6-changed by the Board, shall be that number of directors elected at the mostrecently held annual meeting of shareholders and, provided further, that nodecrease in the number of directors constituting the whole Board of Directorsshall shorten the term of any then incumbent director. At each annual meeting ofshareholders, the shareholders shall elect directors to hold office until thesucceeding annual meeting. The Board of Directors may thereafter increase thenumber of directors from time to time up to a maximum of ten (10) and may thenfill the vacancies resulting from such increase as provided by Section 3 of thisArticle IV. A director shall hold office for the term for which he or she iselected and until his or her successor is elected and qualified, or until his orher resignation or removal. Directors need not be shareholders. SECTION 2. NOMINATIONS. Nominations for election to the Board ofDirectors at a meeting of shareholders may be made by the Board of Directors orby a committee thereof, or by any shareholder of the Corporation entitled tovote for the election of directors at such meeting. Such nominations, other thanthose made by or on behalf of the Board of Directors, shall be made by notice inwriting delivered, transmitted electronically, or mailed by first class UnitedStates mail, postage prepaid, to the Secretary of the Corporation, and received(1) in the case of an annual meeting, not less than 60 days nor more than 90days prior to the anniversary date of the immediately preceding annual meetingof the shareholders; provided, however, that in the event that the annualmeeting is called for a date that is not within 20 days before or after suchanniversary date, such notice by the shareholder in order to be timely must beso received not later than the close of business on the tenth day following theday on which such notice of the date of the annual meeting is mailed,transmitted electronically, or public disclosure of the date of the annualmeeting is made, whichever first occurs, or (2) in the case of a special meetingof shareholders called for the purpose of electing directors, not later than theclose of business on the tenth day following the day on which notice of the dateof the special meeting is mailed, transmitted electronically, or publicdisclosure of the date of the special meeting is made, whichever first occurs.Such notice shall set forth (a) as to each proposed nominee (i) the name, dateof birth, business address, and residence address of such nominee, (ii) theprincipal occupation or employment of such nominee during the past five years,(iii) the number of shares of stock of the Corporation which are beneficiallyowned by such nominee, and (iv) any other information concerning such nomineethat must be disclosed as to nominees in proxy solicitations pursuant toRegulation 14A under the Securities Exchange Act of 1934, as amended (the”Exchange Act”) (including such person’s written consent to be named as anominee and to serve as a director if elected), and (b) as to the shareholdergiving the notice (i) the name and address of such shareholder, as they appearon the Corporation’s books, (ii) the class or classes and number(s) of shares ofthe Corporation which are beneficially owned by such shareholder, (iii) adescription of all arrangement or understandings between such -7-shareholder and each proposed nominee and any other person or persons (includingtheir names) pursuant to which the nomination(s) are to be made by suchshareholder, and (iv) any other information relating to such shareholder thatwould be required to be disclosed in a proxy statement or other filings requiredto be made in connection with solicitations of proxies for election of directorspursuant to Section 14 of the Exchange Act and the rules and regulationspromulgated thereunder. At the request of the Board of Directors, any personnominated by the Board of Directors for election as a director shall furnish tothe Secretary of the Corporation that information required to be set forth in ashareholder’s notice of nomination which pertains to the nominee. No personshall be eligible for election as a director of the Corporation unless nominatedin accordance with the procedures set forth in this Section 2 of the Bylaws. Theofficer presiding over a meeting of shareholders may, if the facts warrant,determine and declare to the meeting that a nomination was not made inaccordance with the foregoing procedure, and if he or she should so determine,the presiding officer shall so declare to the meeting and the defectivenomination shall be disregarded. SECTION 3. VACANCIES. Unless otherwise limited by the articles ofincorporation, if a vacancy, including a vacancy resulting from an increase inthe number of directors, occurs in the Board of Directors, the vacancy may befilled as follows: (a) The shareholders may fill the vacancy at an annual meeting of shareholders or a special meeting called for such purpose. (b) The Board may fill the vacancy. (c) If the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. SECTION 4. ACTION BY UNANIMOUS WRITTEN CONSENT. Action required orpermitted to be taken under authorization voted at a meeting of the Board ofDirectors or a committee of the Board of Directors, may be taken without ameeting if, before or after the action, all members of the Board then in officeor of the committee consent to the action in writing. The written consents shallbe filed with the minutes of the proceedings of the Board of Directors orcommittee. The consent has the same effect as a vote of the Board of Directorsor committee for all purposes. SECTION 5. POWER TO ELECT OFFICERS. The Board of Directors shall electa Chairman of the Board of Directors, a President, a Secretary, and a Treasurerand may elect a Vice-Chairman of the Board of Directors, a Secretary of theBoard of Directors, a Chairman of the Board of Directors Emeritus, and one ormore Vice-Presidents, Assistant Secretaries, and Assistant Treasurers. None ofsaid officers, except the Chairman of the Board of Directors, the President, andthe -8-Vice-Chairman of the Board of Directors, need be a member of the Board ofDirectors, but a Vice-President who is not a director shall not succeed to orfill the office of Chairman of the Board of Directors or President. Any two ofthe aforementioned offices, except those of Chairman of the Board of Directorsand Vice-Chairman of the Board of Directors, or of President and Vice-President,may be held by the same person, but no officer shall execute, acknowledge, orverify any instrument or document in more than one capacity if the instrument ordocument is required by law or the Articles of Incorporation or by these Bylawsto be executed, acknowledged, or verified by two or more officers. SECTION 6. POWER TO APPOINT OTHER OFFICERS AND AGENTS. The Board ofDirectors shall have power to appoint such other officers and agents as theBoard may deem necessary for transaction of the business of the Corporation. SECTION 7. REMOVAL OF OFFICERS AND AGENTS. Any officer or agent may beremoved by the Board of Directors, with or without cause, whenever in thejudgment of the Board the business interests of the Corporation will be servedthereby. SECTION 8. POWER TO FILL VACANCIES. The Board shall have power to fillany vacancy in any office occurring from any reason whatsoever. SECTION 9. DELEGATION OF POWERS. For any reason deemed sufficient bythe Board of Directors, whether occasioned by absence or otherwise, the Boardmay delegate all or any of the powers and duties of any officer to any otherofficer or director, but no officer or director shall execute, acknowledge, orverify any instrument or document in more than one capacity. SECTION 10. POWER TO APPOINT EXECUTIVE AND OTHER COMMITTEES. The Boardof Directors shall have power to appoint by resolution an Executive Committeecomposed of two or more directors who, to the extent provided in such resolutionand except as otherwise provided in the Act, shall have and may exercise theauthority of the Board of Directors in the management of the business of theCorporation between meetings of the Board. The Board of Directors may alsodesignate one or more other committees, each such committee to consist of one ormore of the directors of the Corporation. Any such other committee, to theextent provided in the resolution of the Board of Directors creating suchcommittee and except as otherwise provided in the Act, may exercise all thepowers and authority of the Board of Directors in the management of the businessand affairs of the Corporation. The Board may designate one or more directors asalternate members of any committee, who may replace an absent or disqualifiedmember at a meeting of the committee. Any committee, and each member thereof,shall serve at the pleasure of the Board of Directors. -9- SECTION 11. POWER TO REQUIRE BONDS. The Board of Directors may requireany officer or agent to file with the Corporation a satisfactory bondconditioned for faithful performance of his duties. SECTION 12. COMPENSATION. The compensation of directors, officers, andagents may be fixed by the Board. SECTION 13. OATH OF DIRECTORS. Each person who shall be elected adirector of this Corporation shall promptly, after being so elected, and beforeassuming his duties as such director for the term for which he has been soelected, have administered to him, and shall take, in such manner, and at suchtime and place as the Chairman of the Board of Directors or the President shalldetermine and decide, an oath substantially as follows: I, _________________________, being duly elected to the Board of Directors of Tecumseh Products Company, do hereby accept such office and solemnly swear or affirm that I, conscientiously, honestly, lawfully, and to the best of my ability, will perform the duties and discharge the responsibilities of a director of this Corporation. SECTION 14. HONORARY MEMBERS OF THE BOARD OF DIRECTORS. There shall besuch number of Honorary Members of the Board of Directors as the Board ofDirectors shall from time to time determine and decide. The Board of Directorsmay appoint as an Honorary Member of the Board of Directors any person who atthe time of his appointment as such is not, but who at any time prior to hisappointment as such has been, a member of the Board of Directors, as a rewardfor and in recognition of distinguished service to the Corporation as a memberof its Board of Directors. An Honorary Member of the Board of Directors shallhave the right, but not the obligation, to attend meetings of the Board ofDirectors and shall receive for such attendance such fee or other compensationas the Board of Directors shall from time to time fix and determine. An HonoraryMember of the Board of Directors shall have the right to participate in anydiscussions and deliberations at any meeting of the Board of Directors in thesame manner and to the same extent as if he were a member of the Board ofDirectors but shall have no right to vote on or with respect to any resolutionadopted or to be adopted, any business transacted or to be transacted, or anyaction taken or to be taken by the Board of Directors at any such meeting.Except as expressly provided herein, an Honorary Member of the Board ofDirectors shall have only such authority, and shall perform only such duties,in, or in connection with, the management of the property and affairs of theCorporation and the transaction of its business as the Board of Directors shallfrom time to time delegate to him with his consent. SECTION 15. MANDATORY RETIREMENT AGE FOR DIRECTORS. Except ashereinafter provided, no person shall be eligible for election or re-election asa member, other than as an Honorary Member, of the Board of -10-Directors of the Corporation after he shall have attained the age of 70 years.Each person who attains the age of 70 years during his term as a member, otherthan an Honorary Member, of the Board of Directors shall retire as a member ofthe Board of Directors of the Corporation not later than at the expiration ofany term of office for which he shall have been elected and which began before,and ended after, such person shall have attained the age of 70 years.Notwithstanding the foregoing, any member of the Board of Directors who hasattained the age of 71 years prior to February 24, 1993 shall be eligible forre-election as a member of the Board of Directors. SECTION 16. MANDATORY RESIGNATION UPON CHANGE IN DIRECTOR’S EMPLOYMENT.If any member of the Board of Directors of the Corporation ceases for any reason(including retirement, resignation, discharge, or any other reason) to beactively employed by the same employer, if any, by which such member wasemployed at the time of his or her most recent election to the Board ofDirectors, then such person shall tender his or her resignation from the Boardof Directors to the Nominating Committee of the Board of Directors (or, if thereis no such committee, to the full Board of Directors) no later than 60 daysafter the date of such change in employment, and the Nominating Committee, withthe director in question taking no part in such action if he or she is a memberof the Nominating Committee (or, if there is no such committee, the Board ofDirectors, with the director in question taking no part in such action), shalldetermine whether or not such resignation shall be accepted, and if suchresignation is so accepted, it shall be effective as of the date of suchacceptance. If the Nominating Committee (or, if there is no such committee, theBoard of Directors) refuses such resignation, or if it does not accept suchresignation within 60 days after it is tendered, then such resignation shall beof no force or effect. Each person who accepts election to the Board ofDirectors after April 24, 2002 (the date of adoption of this Section 16) shallbe deemed to have agreed to comply with the provisions of this Section 16. SECTION 17. PARTICIPATION IN MEETING BY TELEPHONE OR REMOTECOMMUNICATION. By oral or written permission of a majority of the Board ofDirectors, a member of the Board of Directors or of a committee designated bythe Board may participate in a meeting by means of conference telephone or otherremote communications equipment through which all persons participating in themeeting can communicate with the other participants. Participation in a meetingpursuant to this Section constitutes presence in person at the meeting. SECTION 18. LEAD DIRECTOR. The Board of Directors may from time to timedesignate one of the Corporation’s non-employee directors as “Lead Director.”The Lead Director, if any, shall be responsible for calling, establishing anagenda for, and moderating executive sessions of independent directors. At anytime and from time to time, the Board may withdraw such designation from the -11-then incumbent Lead Director, and in such event, the Board may, but shall not berequired to, designate a different non-employee director as Lead Director. ARTICLE V OFFICERS SECTION 1. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of theBoard of Directors shall be selected by, and from among the membership of, theBoard of Directors. He shall preside at all meetings of the shareholders and ofthe Board of Directors and of any Executive Committee at which he is inattendance. He shall perform such other duties and functions as shall beassigned to him from time to time by the Board of Directors. Except where by lawthe signature of the President of this Corporation is required, the Chairman ofthe Board of Directors shall possess the same power and authority as thePresident to sign all certificates, contracts, instruments, papers, anddocuments of every conceivable kind and character whatsoever, in the name of andon behalf of this Corporation, which may be authorized by the Board ofDirectors. During the absence or disability of the President, the Chairman ofthe Board of Directors shall exercise all of the powers and discharge all of theduties of the President. SECTION 2. VICE-CHAIRMAN OF THE BOARD OF DIRECTORS. If the Board ofDirectors elects a Vice-Chairman of the Board of Directors, he shall be selectedfrom the membership of the Board of Directors. During the absence or disabilityof both the Chairman of the Board of Directors and the President, or while bothsuch offices are vacant, he shall preside at all meetings of the shareholders,of the Board of Directors, and of any Executive Committee. During the absence ordisability of both the President and the Chairman of the Board of Directors, orwhile both such offices are vacant for any reason, the Vice-Chairman of theBoard of Directors shall have and may exercise any and all of the powers andduties of the President and of the Chairman of the Board of Directors. At allother times the Vice-Chairman of the Board of Directors shall be responsible tothe Chairman of the Board of Directors and through him (or during the absence ordisability of the Chairman of the Board of Directors or while that office isvacant for any reason, directly) to the Board of Directors for the exercise,performance, and discharge of such powers, duties, and responsibilities as theChairman of the Board of Directors or the Board of Directors shall see fit tovest in or delegate to him or which are vested in or imposed upon him by theBylaws. SECTION 3. PRESIDENT AND CHIEF EXECUTIVE OFFICER. The President shallbe selected by, and from among the membership of, the Board of Directors. Heshall be (and may identify himself and execute instruments and other documentsusing the title of) the Chief Executive Officer of this Corporation and shall,in general, supervise and manage the business affairs of this Corporation,including, but not limited to, any and all duties normally and customarilyincident to the office of the President and Chief Executive Officer of acorporation and such -12-other duties and functions as shall be assigned to him from time to time by theBoard of Directors. During the absence or disability of the Chairman of theBoard of Directors, or while such office is vacant, the President shall performall duties and functions, and while so acting shall have all of the powers andauthority, of the Chairman of the Board of Directors. SECTION 4. VICE-PRESIDENTS. The Board of Directors may designate one ormore Vice-Presidents as Executive Vice-Presidents. Except as otherwise expresslyprovided in the Bylaws of this Corporation, or unless the Board of Directorsshall otherwise provide by resolution duly adopted by it, such of theVice-Presidents as shall have been designated Executive Vice-Presidents and aremembers of the Board of Directors in order of their seniority as members of theBoard of Directors (or if no Vice-President who is a member of the Board ofDirectors shall have been designated an Executive Vice-President, then suchVice-Presidents as are members of the Board of Directors specified by the Boardof Directors) shall perform the duties and exercise the power of the President,of the Chairman of the Board of Directors, and of the Vice-Chairman of the Boardof Directors during the absence or disability of all of the persons occupyingsaid offices. The Vice-Presidents shall perform such other duties as may bedelegated to them by the Board of Directors, any Executive Committee, theChairman of the Board of Directors, or the President. SECTION 5. SECRETARY. The Secretary shall attend all meetings of theshareholders and of any Executive Committee and, during the absence ordisability of the Secretary of the Board of Directors or while such office isvacant, all meetings of the Board of Directors, and the Secretary shall preservein the books of the Corporation true minutes of the proceedings of theshareholders and of any Executive Committee and, during the absence ordisability of the Secretary of the Board of Directors or while such officevacant, the minutes of all meetings of the Board of Directors. He shall safelykeep in his custody the seal of the Corporation and shall have authority toaffix the same to all instruments where its use is required by statute, bylaw,or resolution. He shall perform such other duties as may be delegated to him bythe Board of Directors, any Executive Committee, the Chairman of the Board ofDirectors, or the President. SECTION 6. TREASURER. The Treasurer shall have custody of all corporatefunds and securities and shall keep in books belonging to the Corporation fulland accurate accounts of all receipts and disbursements; he shall deposit allmoneys, securities, and other valuable effects in the name of the Corporation insuch depositories as may be designated for that purpose by the Board ofDirectors. He shall disburse the funds of the Corporation as may be ordered bythe Board of Directors, taking proper vouchers for such disbursements, and shallrender to the Chairman of the Board of Directors, the President, and the Boardof Directors whenever requested by them an account of all his transactions asTreasurer and of the financial condition of the Corporation. If required by theBoard of Directors, he -13-shall keep in force a bond, in form, amount, and with a surety or suretiessatisfactory to the Board of Directors, conditioned for faithful performance ofthe duties of his office, and for restoration to the Corporation in case of hisdeath, resignation, retirement, or removal from office, of all books, papers,vouchers, money, and property of whatever kind in his possession or under hiscontrol belonging to the Corporation. He shall perform such other duties as maybe delegated to him by the Board of Directors, any Executive Committee, theChairman of the Board of Directors, or the President. SECTION 7. ASSISTANT SECRETARY AND ASSISTANT TREASURER. The AssistantSecretary or Assistant Secretaries, in the absence or disability of theSecretary, shall perform the duties and exercise the powers of the Secretary.The Assistant Treasurer or Assistant Treasurers, in the absence or disability ofthe Treasurer, shall perform the duties and exercise the powers of theTreasurer. Any Assistant Treasurer, if required by the Board of Directors, shallkeep in force a bond as provided in Section 6 of this Article V. SECTION 8. SECRETARY OF THE BOARD OF DIRECTORS. The Secretary of theBoard of Directors shall attend all meetings of the Board of Directors, andshall preserve in books of the Corporation true minutes of all such meetings. Heshall have authority to affix the seal of the Corporation to all certificates orother instruments embodying or relating to any resolution adopted by, orproceedings taken at any meeting of, the Board of Directors of the Corporation.He shall perform such other duties as may be delegated to him by the Board ofDirectors. SECTION 9. CHAIRMAN OF THE BOARD OF DIRECTORS EMERITUS. The Board ofDirectors may designate as Chairman of the Board of Directors Emeritus anyperson who at any time prior to such designation has been Chairman of the Boardof Directors, and who at the time of his designation as Chairman of the Board ofDirectors Emeritus is a member of the Board of Directors of the Corporation, asa reward for and in recognition of distinguished service to this Corporation asChairman of the Board of Directors. He shall be considered an Honorary Directorand shall perform such duties as may be delegated to him by the Board ofDirectors, any Executive Committee, or the Chairman of the Board or thePresident. SECTION 10. CHIEF FINANCIAL OFFICER. As and whenever it determines thesame to be appropriate, the Board of Directors may designate the President, anExecutive Vice-President, a Vice-President, or the Treasurer as the ChiefFinancial Officer of the Corporation, and any such officer so designated (whilehe continues to hold the office held at the time of such designation and untilsuch designation is revoked or a different officer is so designated by the Boardof Directors) may identify himself and execute instruments and other documentsusing the title of Chief Financial Officer. -14- ARTICLE VI STOCK AND TRANSFERS SECTION 1. CERTIFICATES FOR SHARES. Every shareholder shall be entitledto a certificate evidencing the shares of the capital stock of the Corporationowned by him, signed by the President or a Vice-President, and by the Secretary,the Treasurer, an Assistant Secretary, or an Assistant Treasurer, under the sealof the Corporation, certifying the number and class of shares, evidenced by suchcertificate, which certificate may, but need not be, also signed by the Chairmanof the Board of Directors, shall be in such manner and form as shall have beenapproved by the Board of Directors, and shall set forth such terms andprovisions as shall from time to time be required by the laws of the State ofMichigan to be set forth in such certificate; provided, that where any suchcertificate is signed: (i) by a transfer agent or an assistant transfer agent or(ii) by a transfer clerk acting on behalf of this Corporation, and by aregistrar, the signature of any such President, Vice-President, Secretary,Assistant Secretary, Treasurer, or Assistant Treasurer, or of the Chairman ofthe Board of Directors, and the seal of the Corporation, may be a facsimile. SECTION 2. TRANSFERABLE ONLY ON BOOKS OF CORPORATION. Shares shall betransferable only on the books of the Corporation by the person named in thecertificate, or by attorney lawfully constituted in writing, and upon surrenderof the certificate therefor. A record shall be made of every such transfer andissue. Whenever any transfer is made for collateral security and not absolutely,the fact shall be so expressed in the entry of such transfer. SECTION 3. REGISTERED STOCKHOLDERS. The Corporation shall have theright to treat the registered holder of any share as the absolute owner thereofand shall not be bound to recognize any equitable or other claim to, or interestin, such share on the part of any other person, whether or not the Corporationshall have express or other notice thereof, save as may be otherwise provided bythe statutes of Michigan. SECTION 4. TRANSFER AGENT AND REGISTRAR. The Board of Directors mayappoint a transfer agent and a registrar of transfers, and may require allcertificates of shares to bear the signature of such transfer agent and of suchregistrar of transfers, or as the Board may otherwise direct. SECTION 5. REGULATIONS. The Board of Directors shall have power andauthority to make all such rules and regulations as the Board shall deemexpedient regulating the issue, transfer, and registration of certificates forshares in this Corporation. -15- ARTICLE VII DIVIDENDS AND RESERVES SECTION 1. DIVIDENDS. The Board of Directors shall have the power andauthority to declare dividends or other distributions to security holders to thefull extent permitted by applicable law. Dividends may be paid in cash or otherproperty of the Corporation, in shares, obligations, or other securities of theCorporation, or in any other form permitted by applicable law. SECTION 2. RESERVES. The Board of Directors shall have power andauthority to set apart such reserve or reserves, for any proper purpose, as theBoard in its discretion shall approve; and the Board shall have power andauthority to abolish any reserve created by the Board. ARTICLE VIII LIST OF SHAREHOLDERS SECTION 1. LIST OF SHAREHOLDERS ENTITLED TO VOTE. The officer or agenthaving charge of the stock transfer books for shares of the Corporation shallmake and certify a complete list of the shareholders entitled to vote at ashareholders’ meeting or any adjournment thereof. The list shall: (a) Be arranged alphabetically within each class and series, with the address of, and the number of shares held by, each shareholder. (b) Be produced at the time and place of the meeting. (c) Be subject to inspection by any shareholder during the whole time of the meeting (if the meeting is held solely by means of remote communication, the list shall be posted on a reasonably accessible electronic network). (d) Be prima facie evidence as to who are the shareholders entitled to examine the list or to vote at the meeting. ARTICLE IX GENERAL PROVISIONS SECTION 1. CHECKS, ETC. All checks, drafts, and orders for payment ofmoney shall be signed in the name of the Corporation by one or more of suchofficers or agents as the Board of Directors shall from time to time designatefor that purpose or as shall be designated from time to time by any officer ofthe Corporation authorized by the Board of Directors to make such designations. SECTION 2. CONTRACTS, CONVEYANCES, ETC. When the execution of anycontract, conveyance, or other instrument has been authorized withoutspecification of the executing officers, the Chairman of the Board of Directors,the President, or any Vice-President, and the Secretary or any Assistant -16-Secretary, may execute the same in the name and behalf of this Corporation andmay affix the corporate seal thereto. The Board of Directors shall have power todesignate the officers and agents who shall have authority to execute anyinstrument in behalf of this Corporation. SECTION 3. VOTING SECURITIES. Unless otherwise directed by the Board ofDirectors, the Chairman of the Board of Directors, or the President, or, in thecase of their absence or inability to act, the Vice-Presidents, in order oftheir seniority, shall have full power and authority on behalf of thisCorporation to attend and to act and to vote, or to execute in the name or onbehalf of this Corporation a consent in writing in lieu of a meeting ofshareholders or a proxy authorizing an agent or attorney-in-fact for thisCorporation to attend and vote, at any meetings of security holders ofcorporations in which this Corporation may hold securities, and at such meetingshe or his duly authorized agent or attorney-in-fact shall possess and mayexercise any and all rights and powers incident to the ownership of suchsecurities and which, as the owner thereof, this Corporation might havepossessed and exercised if present. The Board of Directors by resolution fromtime to time may confer like power upon any other person or persons. ARTICLE X AMENDMENT SECTION 1. MANNER OF AMENDMENT. The Bylaws of the Corporation may beamended, altered, changed, added to, or repealed, in whole or in part, by theaffirmative vote of a majority of the shares of the capital stock of theCorporation entitled to vote thereat, present in person or proxy at any annualor special meeting of the shareholders of the Corporation at which a quorum ispresent, if notice of the proposed amendment, alteration, change, addition, orrepeal is contained in the notice of such meeting. The Bylaws may also beamended, altered, changed, added to, or repealed, in whole or in part, by theaffirmative vote of a majority of the Board of Directors, at any regular meetingof the Board of Directors at which a quorum is present, or at any specialmeeting of the Board of Directors at which a quorum is present if notice of theproposed amendment, alteration, change, addition, or repeal is contained in thenotice of such special meeting, unless and to the extent that the power to amendor repeal the Bylaws is reserved exclusively to the shareholders of theCorporation in its Articles of Incorporation. The power and authority of theBoard of Directors to amend, alter, change, add to, or repeal the Bylaws shallextend and be exercisable with respect to not only all or any portion of theBylaws adopted by the Board of Directors but also with respect to all or anyportion of the Bylaws adopted by the shareholders, provided, however, that theshareholders may, if they elect so to do, prescribe in the Bylaws that any orall of the provisions of the Bylaws adopted by the shareholders shall not bealtered or repealed by the Board of Directors. -17-