Annual Report — [x] Reg. S-K Item 405 — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K405 Form 10-K for Year Ended 12/31/98 77 373K
2: EX-3 Exhibit 3.(Ii) - Bylaws 8 33K
3: EX-10 Exhibit 10.14 - Executive Security Agreement 11 48K
4: EX-10 Exhibit 10.15 - Split Dollar Agreement 10 43K
5: EX-10 Exhibit 10.16 - Deferred Comp and Stock Purch Agr 6 22K
6: EX-12 Exhibit 12 - Ratio of Earnings to Fixed Charges 1 10K
7: EX-21 Exhibit 21 - List of Subsidiaries 1 7K
8: EX-23 Exhibit 23 - Consent of Auditors 1 6K
9: EX-24 Exhibit 24 - Power of Attorney 2± 11K
10: EX-27 Exhibit 27 - Financial Data Schedule 1 8K
EX-3 — Exhibit 3.(Ii) – Bylaws
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EXHIBIT 3.(ii)
Revised 12/17/98
SEMCO Energy, Inc.
BYLAWS
ARTICLE I
STOCK
Section 1. Capital Stock. The Capital of this
Corporation consists of Twenty Million (20,000,000) shares
designated "Common Stock, $1.00 Par Value", Five Hundred Thousand
(500,000) shares designated "Cumulative Preferred Stock, $1 Par
Value" and Three Million (3,000,000) shares designated
"Preference Stock, $1 Par Value".
Section 2. Certificate of Shares. The Certificates for
shares of the Capital Stock of this Corporation shall be in such
form, not inconsistent with the Articles of Incorporation of the
Corporation, as shall be prepared or be approved by the Board of
Directors. The Certificates shall be signed by the President or
a Vice President. The signatures may be facsimiles to the extent
allowed by law.
Section 3. Record Date for Determination of
Shareholders. The Board of Directors may in its discretion for
the purpose of determining shareholders entitled to notice of and
to vote at a meeting of shareholders or any adjournment thereof,
or to express consent or 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, fix in advance a date as the
record date for any such determination of shareholders. The
record date shall not be more than sixty (60) nor less than ten
(10) days before the date of the meeting, nor more than sixty
(60) days before any other action. When a determination of
shareholders of record entitled to notice of or to vote at a
meeting of shareholders has been made as provided in this Section
3, the determination applies to any adjournment of the meeting,
unless the Board fixes a new record date under this Section 3 for
the adjourned meeting.
Section 4. Lost Certificates. In case of the loss of
any certificate of shares of stock, upon due proof by the
registered holder or his representatives, by affidavit of such
loss, the transfer agent shall issue a duplicate certificate in
its place, upon the Corporation's being fully indemnified
therefor.
Section 5. Fiscal Year. The fiscal year of the
Corporation shall end on the 31st day of December in each year.
Section 6. Corporate Seal. Each certificate shall
contain the seal of the Corporation or a facsimile thereof.
Section 7. Redemption of Control Shares. Consistent
with the provisions of Section 799 of the Michigan Business
Corporation Act, MCL 450.1799, control shares of the Company
acquired in a control share acquisition, with respect to which no
acquiring person statement has been filed with the Company, are,
at any time during the period ending 60 days after the last
acquisition of control shares or the power to direct the exercise
of voting power of control shares by the acquiring person,
subject to redemption by the Company at the fair value of the
shares pursuant to procedures adopted by the Board of Directors.
After an acquiring person statement has been filed and after
the meeting at which the voting rights of the control shares
acquired in a control share acquisition are submitted to the
shareholders, the shares are subject to redemption by the Company
at the fair value of the shares pursuant to procedures adopted by
the Board of Directors unless the shares are accorded full voting
rights by the shareholders as provided in Section 798 of the
Michigan Business Corporation Act.
ARTICLE II
SHAREHOLDERS' MEETINGS
Section 1. Time, Place and Purpose. Meetings of the
shareholders of the Corporation shall be held annually on the
third Tuesday in April in each year, beginning in the year 1978,
(or if said day be a legal holiday, then on the next succeeding
day not a holiday) at 2:00 o'clock P.M., at the office of the
Corporation in the City of Port Huron, Michigan, or at such other
place within or without the State of Michigan as may be fixed by
the Board of Directors, for the purpose of electing Directors and
for th-e transaction of such other business as may properly be
brought before the meeting.
Section 2. Special Meetings. Special meetings of the
shareholders may be called by the President and Secretary, and
shall be called by either of them by vote of a majority of the
Board of Directors or at the request in writing of shareholders
of record owning a majority of the entire shares of the
Corporation issued and outstanding and entitled to vote at such
meetings.
Section 3. Notice. Written notice of any shareholders'
meeting shall be mailed to each shareholder of record entitled to
vote at the meeting at his last known address, as the same
appears on the stock book of the Corporation, or otherwise, or
delivered in person, not less than ten (10) nor more than sixty
(60) days before any meeting, and such notice of meeting shall
indicate the object or objects thereof. Nevertheless, if all the
shareholders entitled to vote at the meeting shall waive notice
of the meeting, no notice of the same shall be required and,
whenever all the shareholders entitled to vote at the meeting
shall meet in person or by proxy, such meeting shall be valid for
all purposes, without call or notice, and at such meeting any
corporate action shall not be invalid for want of notice.
Section 4. Quorum. At any meeting of the shareholders,
the holders of the issued and outstanding shares of the
Corporation entitled to cast a majority of the votes at the
meeting, whether present in person or represented by proxy, shall
constitute a quorum. The shareholders present in person or by
proxy at such meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. Whether or not a
quorum is present, meetings may be adjourned from time to time to
a further date without further notice other than the announcement
at such meeting and, when a quorum shall be present upon such
adjourned date, any business may be transacted which might have
been transacted at the meeting as originally called.
Section 5. Voting. Each shareholder entitled to vote at
any meeting shall have one vote in person or by proxy for each
share held by him which has voting power upon the matter in
question at the time, but no proxy shall be voted after three
years from its date unless said proxy provides for a longer
period. In all elections for Directors, each shareholder
entitled to vote shall have the right to vote, in person or by
proxy, the number of voting shares owned by him, for as many
persons as there are Dire-ctors to be elected, or to cumulate said
shares and give one candidate as many votes as the number of
Directors multiplied by the number of his voting shares shall
equal, or to distribute them on the same principle among as many
candidates as he shall see fit.
Section 6. Organization. Meetings of the shareholders
shall be presided over by the Chairman of the Board, or the
President, or if neither is present, by any Vice President or, if
no Vice President is present, by a chairman to be chosen at the
meeting. The Secretary of the Corporation or, if he is not
present, an Assistant Secretary of the Corporation, if present,
shall act as Secretary of the meeting, but if no such officer is
present, the presiding officer shall appoint any person to act as
Secretary of the meeting.
Section 7. Inspectors. The Board of Directors, in
advance of a shareholders' meeting, may appoint one or more
inspectors to act at the meeting or any adjournment thereof. The
inspectors shall perform such duties and shall make such
determinations as are prescribed by law.
Section 8. Giving Notice. Any notice required by
statute or by these Bylaws to be given to the shareholders, or to
Directors, or to any officer of the Corporation, shall be deemed
to be sufficient to be given by depositing the same in a post
office box in a sealed, postpaid wrapper, addressed to such
shareholder, Director, or officer at his last known address with
proper postage and such notice shall be deemed to have been given
at the time of such mailing.
Section 9. New Shareholders. Every person becoming a
shareholder in this Corporation shall be deemed to assent to
these Bylaws, and shall designate to the Secretary the address to
which he desires that the notice herein required to be given may
be sent, and all notices mailed to such addresses, with postage
prepaid, shall be considered as duly given at the date of
mailing, and any person failing to so designate his address shall
be deemed to have waived notice of such meeting.
ARTICLE III
DIRECTORS
Section 1. Number, Classification and Term of Office.
The business and the property of the Corporation shall be managed
and controlled by the Board of Directors. The number of
Directors shall be eleven (11). Directors shall hold office for
staggered terms as provided in the Articles of Incorporation.
Section 2. Place of Meeting. The Directors may hold
their meetings in such place or places within or without this
State as a majority of the Board of Directors may, from time to
time, determine.
Section 3. Meetings. Meetings of the Board of Directors
may be called at any time by the Chairman, President or
Secretary, or by a majority of the Board of Directors. Directors
shall be notified in writing of the time, place and purpose of
all meetings of the Board at least three days prior thereto. Any
Director shall, however, be deemed to have waived such notice by
his attendance at any meeting. The Chairman of the Board, or in
his absence the President, shall preside at meetings of the
Board.
Section 4. Quorum. A majority of the Board of Directors
shall constitute a quorum for the transaction of business and, if
at any meeting of the Board of Directors there be less than a
quorum present, a majority of those present may adjourn the
meeting from time to time.
Section 5. Vacancies. Vacancies in the Board of
Directors shall be filled by the remaining members of the Board
and each person so elected shall be a Director until his
successor is elected by the shareholders.
Section 6. Compensation. No Director shall receive any
salary or compensation for his services as Director, unless
otherwise especially ordered by the Board of Directors or by the
Bylaws.
Section 7. Age of Retirement. Notwithstanding anything
above to the contrary, no individual shall serve as a director
past the Retirement Age. Any individual reaching the Retirement
Age while serving as director shall be considered to have
resigned as of that date. No individual who has reached the
Retirement Age shall qualify to run for election, or serve, as a
director. The Retirement Age for individuals serving as
directors on January 1, 1987 shall be 75 years. The Retirement
Age for all other individuals shall be 70 years. The Board of
Directors, however, may waive the provisions of this Section as
to any director in its discretion by majority vote of the
remaining directors in office.
Section 8. Resignation of Employee Director.
Notwithstanding anything above to the contrary, any individual
who is an employee of the Corporation or any majority-owned
subsidiary when elected or appointed as a director, shall cease
to be a director when that employment ends for any reason and
shall be considered to have resigned as a director as of that
date. The Board of Directors, however, may waive the provisions
of this Section as to any director in its discretion by majority
vote of the remaining directors in office.
Section 9. Qualifications. In addition to any other
qualifications for a director imposed by law, these Bylaws, or
the Articles of Incorporation, a person shall not qualify to
serve as a director if that person has previously served
concurrently as a director of the Corporation and an employee of
the Corporation or any majority-owned subsidiary, but is no
longer an employee. The Board of Directors, however, may waive
the provisions of this Section as to any director in its
discretion by majority vote of the remaining directors in office.
Section 10. Lead Director. So long as the positions of
the Chairman of the Board and Chief Executive Officer are held by
the same person, there may be a Lead Director who shall be an
Outside Director of the Company selected by the Outside Directors
to serve a two-year term commencing every other year on the same
date as the annual meeting. As used in this Article III, Section
10, "Outside Director" means a Director who is not and never has
been an officer of the Company or any of its direct or indirect
subsidiaries. The duties of the Lead Director shall be to
convene and chair meetings of the Outside Directors and to assume
other responsibilities which the Outside Directors might
designate from time to time.
ARTICLE IV
OFFICERS
Section 1. Number, Classification and Term of Office.
The Board of Directors shall select a President, a Secretary and
a Treasurer and may select one or more additional Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents, Assistant
Secretaries and Assistant Treasurers, who shall be elected by the
Board of Directors at their regular annual meeting. The term of
office shall be for one year and until their successors are
chosen. No one of such officers, except the President, need be a
Director. Any two of the offices, except those of President and
Vice President, may be held by the same person, but no officer
shall execute, acknowledge, or verify any instrument in more than
one capacity. The Board of Directors shall fix the salaries of
the officers of the Corporation. The Board of Directors may also
fill any vacancy in the foregoing offices at any regular or
special meeting duly called and held.
Section 2. Appointments and Removal of Officers. The
Board of Directors may also appoint such other officers and
agents as they may deem necessary for the transaction of the
business of the Corporation. All officers and agents shall
respectively have such authority and perform such duties in the
management of the property and affairs of the Corporation as may
be designated by the Board of Directors. Without limitation of
any right of an officer or agent to recover damages for breach of
contract, the Board of Directors may remove any officer or agent
whenever, in their judgment, the business interests of the
Corporation will be served thereby.
Section 3. Bonding of Officers. The Board of Directors
may secure the fidelity of any or all of such officers by bond or
otherwise.
ARTICLE V
DUTIES OF OFFICERS
Section 1. President. The President shall be the chief
executive officer of the Company and, as such, shall have
supervision of its policies, business and affairs, and such other
powers and duties as are commonly incident to the office of chief
executive officer. He may sign, execute, and deliver in the name
of the Company powers of attorney, contracts, bonds, and other
obligations and shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the
Bylaws. He may appoint officers, agents, or employees other than
those appointed by the Board of Directors.
Section 2. Vice President(s). If the Board of Directors
shall have selected one or more additional Executive Vice
Presidents, Senior Vice Presidents or Vice Presidents, any such
Vice President shall do and perform such acts and shall exercise
such powers and have such responsibilities as the Board of
Directors may, from time to time, authorize or direct.
Section 3. Treasurer. The Treasurer shall have custody
and keep account of all money, funds and property of the
Corporation, unless otherwise determined by the Board of
Directors, and he shall render such accounts and present such
statement to the Directors and President as may be required of
him. He shall deposit all funds of the Corporation which may
come into his hands in such bank or banks as the Board of
Directors may designate. He shall keep his bank accounts in the
name of the Corporation, and shall exhibit his books and
accounts, at all reasonable times, to any Director of the
Corporation upon application at the offices of the Corporation
during business hours. He shall pay out money as the business
may require upon the order of the properly constituted officer or
officers of the Corporation, taking proper vouchers therefor;
provided, however, that the Board of Directors shall have power
by resolution to delegate any of the duties of the Treasurer to
other officers, and to provide by what officers, if any, all
bills, notes, checks, vouchers, orders or other instruments shall
be countersigned. He shall perform, in addition, such other
duties as may be delegated to him by the Board of Directors.
Section 4. Secretary. The Secretary of the Corporation
shall keep the minutes of all the meetings of the Shareholders,
Board of Directors and Committees of the Board in books provided
for that purpose; shall attend to the giving and receiving of all
notices of the Corporation; and, in addition, shall perform such
other duties as may be delegated to the Secretary by the Board of
Directors.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. The Corporation shall indemnify any person against
expenses (including attorney fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by such
person by reason of the fact that such person is or was a
director or officer of the Corporation, in connection with any
threatened, pending or completed action, suit or proceeding to
the full extent allowed by Sections 561, 562, 563 and 564 of the
Michigan Business Corporation Act from time to time in effect
(including, where permitted and upon any undertaking required,
payment in advance of expenses); provided, however, that except
with respect to actions, suits or proceedings initiated by any
such person to enforce his or her rights to indemnification or
advancement of expenses under this Article or otherwise, the
Corporation shall indemnify any such person in connection with an
action, suit or proceeding initiated by such person only if such
action, suit or proceeding was authorized or ratified by the
Board of Directors of the Corporation. "Proceeding" as used in
this Article shall include any proceeding within an action or
suit.
2. Without limiting in any way Section 1 of this Article:
(a) The Corporation may, by action of or approval by
its Board of Directors, provide indemnification and/or
advancement of expenses to employees or agents of the Corporation
who are not directors or officers in the same manner and to the
same extent as such rights are provided to directors and officers
pursuant to this Article.
(b) The indemnification and advancement of expenses
provided by or granted pursuant to this Article shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
these Bylaws, the Articles of Incorporation, contractual
agreement, or otherwise by law and shall continue as to a person
who has ceased to be a director or officer of the Corporation and
shall inure to the benefit of the heirs, executors and
administrators of such person.
ARTICLE VII
AMENDMENTS
The shareholders entitled to vote or the Board of Directors
may alter, amend, add to or repeal these Bylaws, including the
fixing and altering of the Board of Directors; provided that the
Board of Directors shall not make or alter any Bylaws fixing
their number, qualifications, classification, or term of office.
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