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Bylaws [Amended 2003]
Bylaws [Amended 2003] (52K)
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BYLAWS
OF
CHAMPION ENTERPRISES, INC.
(As amended through December 2, 2003)
{PAGE}
{TABLE}
TABLE OF CONTENTS
{S} {C}
ARTICLE I - Offices 1
1.01 Principal Office 1
1.02 Other Offices 1
ARTICLE II - Seal 1
2.01 Seal 1
ARTICLE III - Capital Stock 1
3.01 Issuance of Shares 1
3.02 Certificates for Shares 1
3.03 Transfer of Shares 2
3.04 Registered Shareholders 2
3.05 Lost or Destroyed Certificates 2
ARTICLE IV - Shareholders and Meetings of Shareholders 3
4.01 Place of Meetings 3
4.02 Annual Meeting 3
4.03 Special Meetings 3
4.04 Notice of Meetings 3
4.05 Record Dates 3
4.06 List of Shareholders 4
4.07 Quorum 4
4.08 Proxies 4
4.09 Inspectors of Election 4
4.10 Voting 5
4.11 Nomination and Shareholder Business Proposal 5
(A) Annual Meetings of Shareholders 5
(B) Special Meetings of Shareholders 6
(C) General 6
ARTICLE V - Directors 7
5.01 Number; Qualifications 7
5.02 Election, Resignation and Removal 7
5.03 Vacancies 7
5.04 Annual Meeting 7
5.05 Regular and Special Meetings 8
5.06 Notices 8
5.07 Quorum 8
5.08 Executive and Other Committees 8
5.09 Dissents 9
5.10 Compensation 9
5.11 Employment of Others 9
ARTICLE VI - Notices, Waivers of Notice and Manner of Acting 10
6.01 Notices 10
6.02 Waiver of Notice 10
6.03 Action Without a Meeting 10
ARTICLE VII - Officers 10
7.01 Number 10
7.02 Term of Office, Resignation and Removal 10
7.03 Vacancies 11
7.04 Authority 11
{/TABLE}
{PAGE}
{TABLE}
{S} {C}
ARTICLE VIII - Duties of Officers 11
8.01 Chairman of the Board 11
8.02. Vice Chairman of the Board 11
8.03 President 11
8.04 Vice Presidents 11
8.05 Secretary 11
8.06 Treasurer 12
8.07 Assistant Secretaries and Treasurers 12
8.08 Bonds 12
ARTICLE IX - Special Corporate Acts 12
9.01 Orders for Payment of Money 12
9.02 Contracts and Conveyances 12
ARTICLE X - Books and Records 13
10.01 Maintenance of Books and Records 13
10.02 Reliance on Information, Opinions, Reports 13
10.03 Fiscal Year 13
ARTICLE XI - Indemnification 13
11.01 Right to Indemnification 13
11.02 Right of Claimant to Bring Suit 14
11.03 Non-Exclusivity of Rights 15
11.04 Insurance 15
ARTICLE XII - Amendments 15
12.01 Amendments 15
ARTICLE XIII - Control Shares and Control Share Acquisitions 15
13.01 Control Share Acquisitions 15
{/TABLE}
{PAGE}
BYLAWS
OF
CHAMPION ENTERPRISES, INC.
(As amended through December 2, 2003)
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 shall be
represented by certificates signed by the Chairman 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 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
252896
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Champion
As referenced in this Bylaws [Amended 2003]:
CHAMPION ENTERPRISES, – {DOCUMENT}
{TYPE}EX-3.5
{SEQUENCE}3
{FILENAME}k82468exv3w5.txt
{DESCRIPTION}BYLAWS
{TEXT}
{PAGE}
EXHIBIT 3.5
BYLAWS
OF
CHAMPION ENTERPRISES, INC.
(As amended through December 2, 2003)
{PAGE}
{TABLE}
TABLE OF CONTENTS
{S} {C}
ARTICLE I - Offices 1
1.01 Principal Office
_____________
CHAMPION ENTERPRISES, – 12.01 Amendments 15
ARTICLE XIII - Control Shares and Control Share Acquisitions 15
13.01 Control Share Acquisitions 15
{/TABLE}
{PAGE}
BYLAWS
OF
CHAMPION ENTERPRISES, INC.
(As amended through December 2, 2003)
ARTICLE I
Offices
1.01 Principal Office. The principal office of the Corporation shall be
_____________
dt 95290
;
|
Champion
As referenced in this Bylaws [Amended 2003]:
CHAMPION ENTERPRISES, – {DOCUMENT}
{TYPE}EX-3.5
{SEQUENCE}3
{FILENAME}k82468exv3w5.txt
{DESCRIPTION}BYLAWS
{TEXT}
{PAGE}
EXHIBIT 3.5
BYLAWS
OF
CHAMPION ENTERPRISES, INC.
(As amended through December 2, 2003)
{PAGE}
{TABLE}
TABLE OF CONTENTS
{S} {C}
ARTICLE I - Offices 1
1.01 Principal Office
_____________
CHAMPION ENTERPRISES, – 12.01 Amendments 15
ARTICLE XIII - Control Shares and Control Share Acquisitions 15
13.01 Control Share Acquisitions 15
{/TABLE}
{PAGE}
BYLAWS
OF
CHAMPION ENTERPRISES, INC.
(As amended through December 2, 2003)
ARTICLE I
Offices
1.01 Principal Office. The principal office of the Corporation shall be
_____________
dt 95290
|
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Subscribers | 2002 |
Bylaws [Amended 1994]
Bylaws [Amended 1994] (476K)
Doc #252957: Click preview link for longer preview.
BYLAWS
OF
CHAMPION HOME BUILDERS CO.
(As amended through November 29, 1994)
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 shall be
represented by certificates signed by the Chairman 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 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
1
{PAGE}
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.
3.03 Transfer of Shares. The shares of the capital stock of the
Corporation are transferable only on the books of the Corporation 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) Payment of any expenses incurred by the Corporation in processing
the claim of loss, or in lieu thereof payment of a lost certificate processing
fee in such amount as the Board of Directors may authorize or approve;
(e) The order or approval of a court or judge.
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Champion Home
As referenced in this Bylaws [Amended 1994]:
CHAMPION HOME BUILDERS – {DOCUMENT}
{TYPE}EX-3.6
{SEQUENCE}4
{FILENAME}k69724a1exv3w6.txt
{DESCRIPTION}BYLAWS OF THE ISSUER
{TEXT}
{PAGE}
EXHIBIT 3.6
BYLAWS
OF
CHAMPION HOME BUILDERS CO.
(As amended through November 29, 1994)
ARTICLE I
Offices
1.01 Principal Office. The principal office of the Corporation shall be
at
_____________
dt 94425
|
| Preview
Subscribers | 2002 |
By-Laws [Restated 2002]
By-Laws [Restated 2002] (55K)
Doc #258239: Click preview link for longer preview.
RESTATED BY-LAWS OF
TAUBMAN CENTERS, INC.
(REFLECTING AMENDMENTS THROUGH DECEMBER 20, 2002)
PAGE
ARTICLE I MEETINGS OF SHAREHOLDERS................................3
Section 1.01. Place of Meetings.................................3
Section 1.02. Annual Meeting....................................3
Section 1.03. Special Meetings..................................3
Section 1.04. Notice of Meetings................................4
Section 1.05. Inspectors of Election............................4
Section 1.06. Notice of Shareholder Business and Nominations....4
Section 1.07. Quorum and Adjournment............................6
Section 1.08. Vote of Shareholders..............................7
Section 1.09. Proxies...........................................7
Section 1.10. Consents..........................................7
Section 1.11. Organization of Shareholders' Meetings............7
ARTICLE II DETERMINATION OF VOTING, DIVIDEND, AND OTHER RIGHTS....8
ARTICLE III DIRECTORS.............................................8
Section 3.01. General Powers....................................8
Section 3.02. Number, Qualifications, and Term of Office........8
Section 3.03. Place of Meetings.................................9
Section 3.04. Annual Meeting....................................9
Section 3.05. Regular and Special Meetings......................9
Section 3.06. Quorum and Manner of Action.......................9
Section 3.07. Compensation......................................9
Section 3.08. Removal of Directors.............................10
Section 3.09. Resignations.....................................10
Section 3.10. Vacancies........................................10
Section 3.11. Organization of Board Meeting....................10
ARTICLE IV COMMITTEES............................................10
Section 4.01. Committees.......................................10
Section 4.02. Regular Meetings.................................11
Section 4.03. Special Meetings.................................11
Section 4.04. Quorum and Manner of Action......................11
Section 4.05. Records..........................................11
Section 4.06. Vacancies........................................11
ARTICLE V OFFICERS...............................................12
Section 5.01. Officers.........................................12
Section 5.02. Term of Office and Resignation...................12
Section 5.03. Removal of Elected Officers......................12
Section 5.04. Vacancies........................................12
Section 5.05. Compensation.....................................12
Section 5.06. The Chairman of the Board........................13
Section 5.07. The Vice Chairman of the Board...................13
Section 5.08. The President....................................13
{PAGE}
Section 5.09. The Chief Financial Officer......................13
Section 5.10. The Vice President...............................13
Section 5.11. The Secretary....................................13
Section 5.12. The Treasurer....................................14
ARTICLE VI INDEMNIFICATION.......................................14
Section 6.01. Indemnification..................................14
Section 6.02. Advancement of Expenses..........................14
Section 6.03. Indemnification: Insurance.......................14
Section 6.04. Indemnification: Constituent Corporations........15
ARTICLE VII SHARE CERTIFICATES...................................15
Section 7.01. Form; Signature..................................15
Section 7.02. Transfer Agents and Registrars...................15
Section 7.03. Transfers of Shares..............................15
Section 7.04. Registered Shareholders..........................16
Section 7.05. Lost Certificates................................16
ARTICLE VIII MISCELLANEOUS.......................................16
Section 8.01. Fiscal Year......................................16
Section 8.02. Signatures on Negotiable Instruments.............16
Section 8.03. Dividends........................................16
Section 8.04. Reserves.........................................17
Section 8.05. Seal.............................................17
Section 8.06. Corporation Offices..............................17
Section 8.07. Notices and Waivers of Notice....................17
ARTICLE IX AMENDMENTS............................................18
Section 9.01. Power to Amend...................................18
ARTICLE X CONTROL SHARES.........................................18
-ii-
{PAGE}
RESTATED BY-LAWS
OF
TAUBMAN CENTERS, INC.
(REFLECTING AMENDMENTS THROUGH DECEMBER 20, 2002)
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.01. Place of Meetings.
Annual and special meetings of the shareholders shall be held at such
place within or outside the State of Michigan as may be fixed from time to time
by the board of directors and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 1.02. Annual Meeting.
The annual meeting of the shareholders for the election of directors
and for the transaction of such other business as may properly come before the
meeting shall be held on such date as the Chairman of the Board, or the Vice
Chairman of the Board or the President or the board of directors shall
designate, and at such hour as may be named, in the notice of said meeting. If
the election of directors shall not be held on the date so designated for any
annual meeting or at any adjournment of such meeting, the board of directors
shall cause the election to be held at a special meeting as soon thereafter as
it conveniently may be held.
Section 1.03. Special Meetings.
A special meeting of the shareholders may be called at any time and
for any purpose or purposes by the Chairman of the Board, the Vice Chairman of
the Board, the President, a Vice President or any two directors, and shall be
called by the Company at the request of a shareholder or shareholders holding of
record shares entitled to at least twenty-five percent (25%) of all the votes
entitled to be cast by the holders of all outstanding capital stock of the
corporation entitled to vote at such meeting, duly made in accordance with the
following paragraph.
Any shareholder or shareholders desiring to request that a special
meeting of the shareholders be called shall deliver a notice thereof in writing
to the secretary of the corporation at the principal executive offices of the
corporation together with documentation evidencing that such shareholder or
shareholders possess sufficient voting power in accordance with the requirement
of the previous paragraph to request that such a special meeting be called. Such
notice shall contain the information required by the final sentence of Section
1.06(A)(2) of this Article I with respect to the item or items to be brought
before the special meeting of the shareholders which is desired to be called.
Within ten business days after receipt of such notice and verification of the
accompanying documentation, the board of directors shall fix a record date and
meeting date for such special meeting, which meeting date shall be set for not
less than 30 nor more than 90 days after the date of such board action.
{PAGE}
Section 1.04. Notice of Meetings.
A written notice of the place, date, hour, and purposes of each
meeting, whether annual or special, and any adjournment thereof, shall be given
by the corporation personally or by mail to each shareholder entitled to vote
thereat at least ten (10) but not more than sixty (60) days prior to the meeting
unless a shorter time is provided by the Michigan Business Corporation Act and
is fixed by the board of directors. The notice of any special meeting shall also
state by or at whose direction it is being issued. If, at any meeting, whether
annual or special, action is proposed to be taken which would, if taken, entitle
shareholders fulfilling requirements of law to receive payment for their shares,
the notice of such meeting shall include a statement of that purpose and to that
effect. If any notice, as provided in this Section 1.04 is mailed, it shall be
directed to the shareholder in a postage prepaid envelope at his address as it
appears on the record of shareholders, or, if he shall have filed with the
Secretary a written request that notices to him be mailed to some other address,
then directed to him at such other address.
Section 1.05. Inspectors of Election.
The board of directors, or any officer or officers duly authorized by
the board of directors, in advance of any meeting of shareholders, 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 meeting may, and on
the request of any shareholder entitled to vote thereat shall, appoint one or
more inspectors. In case any 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 chairman of the meeting. Each inspector,
before entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors shall
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots, or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all 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 any
shareholder entitled to vote thereat, the inspectors shall make a report in
writing of any facts or matters found or determined by them and execute a
certificate with respect thereto.
Section 1.06. Notice of Shareholder Business and Nominations.
(A) ANNUAL MEETINGS OF SHAREHOLDERS. (1) Nominations of persons for
election to the Board of Directors of the corporation and the proposal of
business to be considered by the shareholders may be made at an annual meeting
of shareholders (a) pursuant to the corporation's notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any shareholder of the
corporation who was a shareholder of record at the time of giving of notice
provided for in this by-law, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this by-law.
(2) For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (c) of paragraph
(A)(1) of this by-law, the
258239
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Taubman
As referenced in this By-Laws [Restated 2002]:
TAUBMAN CENTERS, INC – DOCUMENT}
{TYPE}EX-99
{SEQUENCE}3
{FILENAME}dec20exhibita4to14d9a.txt
{DESCRIPTION}EX A4 - BY-LAWS
{TEXT}
TABLE OF CONTENTS TO
RESTATED BY-LAWS OF
TAUBMAN CENTERS, INC .
(REFLECTING AMENDMENTS THROUGH DECEMBER 20, 2002)
PAGE
ARTICLE I MEETINGS OF SHAREHOLDERS................................3
Section 1.01. Place of Meetings.................................3
Section 1.
_____________
TAUBMAN CENTERS, INC – 17
ARTICLE IX AMENDMENTS............................................18
Section 9.01. Power to Amend...................................18
ARTICLE X CONTROL SHARES.........................................18
-ii-
{PAGE}
RESTATED BY-LAWS
OF
TAUBMAN CENTERS, INC .
(REFLECTING AMENDMENTS THROUGH DECEMBER 20, 2002)
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.01. Place of Meetings.
Annual and special meetings of
_____________
dt 322524
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Subscribers | 2002 |
By-Laws [Restated 2002]
By-Laws [Restated 2002] (55K)
Doc #258256: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-99.(A)(4)
{SEQUENCE}5
{FILENAME}k73482exv99wxayx4y.txt
{DESCRIPTION}RESTATED BY-LAWS OF TAUBMAN CENTERS, INC.
{TEXT}
{PAGE}
EXHIBIT 99(a)(4)
TABLE OF CONTENTS TO
RESTATED BY-LAWS OF
TAUBMAN CENTERS, INC.
(Reflecting amendments through December 10, 2002)
Page
----
ARTICLE I Meetings of Shareholders.............................................3
Section 1.01. Place of Meetings.............................................3
Section 1.02. Annual Meeting................................................3
Section 1.03. Special Meetings..............................................3
Section 1.04. Notice of Meetings............................................3
Section 1.05. Inspectors of Election........................................4
Section 1.06. Notice of Shareholder Business and Nominations................4
Section 1.07. Quorum and Adjournment........................................6
Section 1.08. Vote of Shareholders..........................................6
Section 1.09. Proxies.......................................................6
Section 1.10. Organization of Shareholders' Meetings........................7
ARTICLE II Determination of Voting, Dividend, and Other Rights.................7
ARTICLE III Directors..........................................................8
Section 3.01. General Powers................................................8
Section 3.02. Number, Qualifications, and Term of Office....................8
Section 3.03. Place of Meetings.............................................8
Section 3.04. Annual Meeting................................................8
Section 3.05. Regular and Special Meetings..................................9
Section 3.06. Quorum and Manner of Action...................................9
Section 3.07. Compensation..................................................9
Section 3.08. Removal of Directors..........................................9
Section 3.09. Resignations..................................................9
Section 3.10. Vacancies....................................................10
Section 3.11. Organization of Board Meeting................................10
ARTICLE IV Committees.........................................................10
Section 4.01. Committees...................................................10
Section 4.02. Regular Meetings.............................................10
Section 4.03. Special Meetings.............................................10
Section 4.04. Quorum and Manner of Action..................................11
Section 4.05. Records......................................................11
Section 4.06. Vacancies....................................................11
ARTICLE V Officers............................................................11
Section 5.01. Officers.....................................................11
Section 5.02. Term of Office and Resignation...............................11
Section 5.03. Removal of Elected Officers..................................12
Section 5.04. Vacancies....................................................12
Section 5.05. Compensation.................................................12
Section 5.06. The Chairman of the Board....................................12
Section 5.07. The Vice Chairman of the Board...............................12
Section 5.08. The President................................................12
Section 5.09. The Chief Financial Officer..................................13
{PAGE}
Section 5.10. The Vice President...........................................13
Section 5.11. The Secretary................................................13
Section 5.12. The Treasurer................................................13
ARTICLE VI Indemnification....................................................14
Section 6.01. Indemnification..............................................14
Section 6.02. Advancement of Expenses......................................14
Section 6.03. Indemnification: Insurance...................................14
Section 6.04. Indemnification: Constituent Corporations....................14
ARTICLE VII Share Certificates................................................15
Section 7.01. Form; Signature..............................................15
Section 7.02. Transfer Agents and Registrars...............................15
Section 7.03. Transfers of Shares..........................................15
Section 7.04. Registered Shareholders......................................15
Section 7.05. Lost Certificates............................................16
ARTICLE VIII Miscellaneous....................................................16
Section 8.01. Fiscal Year..................................................16
Section 8.02. Signatures on Negotiable Instruments.........................16
Section 8.03. Dividends....................................................16
Section 8.04. Reserves.....................................................16
Section 8.05. Seal.........................................................17
Section 8.06. Corporation Offices..........................................17
Section 8.07. Notices and Waivers of Notice................................17
ARTICLE IX Amendments.........................................................18
Section 9.01. Power to Amend...............................................18
ARTICLE X Control Shares......................................................18
-ii-
{PAGE}
RESTATED BY-LAWS
OF
TAUBMAN CENTERS, INC.
(Reflecting amendments through December 10, 2002)
ARTICLE I
Meetings of Shareholders
------------------------
Section 1.01. Place of Meetings.
Annual and special meetings of the shareholders shall be held at such
place within or outside the State of Michigan as may be fixed from time to time
by the board of directors and stated in the notice of the meeting or in a duly
executed waiver of notice thereof.
Section 1.02. Annual Meeting.
The annual meeting of the shareholders for the election of directors
and for the transaction of such other business as may properly come before the
meeting shall be held on such date as the Chairman of the Board, or the Vice
Chairman of the Board or the President or the board of directors shall
designate, and at such hour as may be named, in the notice of said meeting. If
the election of directors shall not be held on the date so designated for any
annual meeting or at any adjournment of such meeting, the board of directors
shall cause the election to be held at a special meeting as soon thereafter as
it conveniently may be held.
Section 1.03. Special Meetings.
A special meeting of the shareholders may be called at any time and
258256
|
Taubman
As referenced in this By-Laws [Restated 2002]:
TAUBMAN CENTERS, INC – {DOCUMENT}
{TYPE}EX-99.(A)(4)
{SEQUENCE}5
{FILENAME}k73482exv99wxayx4y.txt
{DESCRIPTION}RESTATED BY-LAWS OF TAUBMAN CENTERS, INC .
{TEXT}
{PAGE}
EXHIBIT 99(a)(4)
TABLE OF CONTENTS TO
RESTATED BY-LAWS OF
TAUBMAN CENTERS, INC.
(Reflecting amendments through December 10,
_____________
TAUBMAN CENTERS, INC – txt
{DESCRIPTION}RESTATED BY-LAWS OF TAUBMAN CENTERS, INC.
{TEXT}
{PAGE}
EXHIBIT 99(a)(4)
TABLE OF CONTENTS TO
RESTATED BY-LAWS OF
TAUBMAN CENTERS, INC .
(Reflecting amendments through December 10, 2002)
Page
----
ARTICLE I Meetings of Shareholders.............................................3
Section 1.01. Place of Meetings.............................................3
Section 1.
_____________
TAUBMAN CENTERS, INC – 17
ARTICLE IX Amendments.........................................................18
Section 9.01. Power to Amend...............................................18
ARTICLE X Control Shares......................................................18
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RESTATED BY-LAWS
OF
TAUBMAN CENTERS, INC .
(Reflecting amendments through December 10, 2002)
ARTICLE I
Meetings of Shareholders
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Section 1.01. Place of Meetings.
Annual and special meetings of
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Bylaws [Amended and Restated]
Bylaws [Amended and Restated] (74K)
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AS AMENDED AND RESTATED
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ON MARCH 27, 2000
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BYLAWS
OF
coolsavings.com inc.
(hereinafter referred to as the "Corporation")
ARTICLE I.
Offices
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Section 1. Location. The registered office of the Corporation shall be
located in Oakland County, the State of Michigan and shall be located at 255 E.
Brown Street, Suite 110, Birmingham, Michigan 48009.
Section 2. Change. The Board of Directors (hereinafter referred to as the
"Board") may change the registered office of the Corporation from time to time
and may establish other offices, either within or without the State of Michigan,
as the business of the Corporation may require.
ARTICLE II.
Shareholders and Shareholders' Meetings
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Section 1. Annual Meeting. The annual shareholders' meeting shall be held
at such time on such day as the Board shall annually determine, for the purposes
of electing directors, hearing reports of the affairs of the Corporation and
transacting any other business within the power of the shareholders. If the
election of directors shall not be held on the day designated herein for an
annual meeting, or at any adjournment thereof, the Board may cause the election
to be held at a special shareholders' meeting as soon thereafter as one may be
conveniently called and noticed for that purpose.
Section 2. Special Meetings. Special meetings of the shareholders (a) may
be called at any time by the Chairman of the Board, the Chief Executive Officer,
the President or, in case of such officers' death or disability, any Vice
President who is authorized in such circumstances to exercise the authority of
the Chief Executive Officer or the President, or by the Board of Directors by
action at a meeting or a majority of the directors acting without a meeting, and
(b) shall be called by the Secretary upon written request (stating the purpose
for which the meeting is to be called) of the holders of a majority of all the
shares entitled to vote in an election of directors. Such meetings may be held
within or without the State of Michigan at such time and place as may be
specified in the notice thereof. The request shall state the purpose or
purposes
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for which the meeting is to be called, and the business transacted at any such
meeting shall be limited to the purpose or purposes stated in the notice
thereof.
Section 3. Place of Meeting. The Board may specifically designate any
place either within or without the State of Michigan as the place of meeting for
any annual or special shareholders' meeting. If no such designation is made or
if a special meeting is called other than at the request of the Board, the place
of meeting shall be the registered office of the Corporation in the State of
Michigan.
Section 4. Written Notice. Notice of any annual shareholders' meeting
shall specify in writing the place, day and hour thereof and shall be given by
the Secretary to each such shareholder entitled to vote thereat not less than
ten (10) days nor more than sixty (60) days before each such meeting. Such
written notice shall constitute due, legal, and personal notice to each such
shareholder if it is given by:
(a) delivering it to such shareholder personally; or
(b) sending it to him by mail, telegraph, or other means of written
communication, charges prepaid, addressed to him at:
(i) his address as it appears on the stock transfer books of the
Corporation; or
(ii) such other address or addresses as he may have requested in
writing that the Corporation use for the purpose of giving such
notice; or
(iii) at the registered office of the Corporation and by
publishing it at least once in some newspaper of general circulation
in the county in which that office is located if his address does not
appear on the stock transfer books of the Corporation and he has not
requested in writing that the Corporation use any address for such
notice.
If mailed, such notice shall be deemed given when deposited in the United
States mail postage prepaid and addressed to the shareholder at any such
address. Except in extraordinary circumstances where express provision is made
allowable by statute, notice of any special shareholders' meeting shall be given
in the same manner as for annual shareholders' meetings.
Attendance of a person at a meeting of shareholders, in person or by proxy,
constitutes (i) a waiver of notice of the meeting, except when the shareholder
attends a 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; and (ii) 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, unless the shareholder objects to considering
the matter when it is presented.
Section 5. Adjourned Meetings and Notice Thereof. Any annual or special
shareholders' meeting, whether or not a quorum is present, may be adjourned from
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