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<B>SECURITIES AND EXCHANGE COMMISSION</B> </FONT></P>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>WASHINGTON, D.C.
20549-1004 </FONT></H1>

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<A NAME=A002></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FORM 8-K </FONT></H1>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Current Report Pursuant
to Section 13 or 15(d)of <BR>the Securities Exchange Act of 1934 </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;August 16, 2006&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><br>


                                     (Date of Report (Date of Earliest Event Reported))</FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3><u>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;LA-Z-BOY INCORPORATED
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u><br>


(Exact
name of registrant as specified in its charter)  </FONT></P>





<TABLE CELLPADDING="0" CELLSPACING="0" ALIGN="CENTER" >
<TR VALIGN=Bottom>
     <TH COLSPAN=3 width="295"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>MICHIGAN</FONT><HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3 width="295"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1-9656</FONT><HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3 width="307"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>38-0751137</FONT><HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH="8" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="252" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(State or other jurisdiction of</FONT></TD>
     <TD WIDTH="35" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="8" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="282" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Commission</FONT></TD>
     <TD WIDTH="5" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="9" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="262" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(IRS Employer</FONT></TD>
     <TD WIDTH="36" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD WIDTH="8" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="252" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>incorporation)</FONT></TD>
     <TD WIDTH="35" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="8" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="282" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>File Number)</FONT></TD>
     <TD WIDTH="5" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="9" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="262" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Indentification Number)</FONT></TD>
     <TD WIDTH="36" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
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<br>



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<TABLE CELLPADDING="0" CELLSPACING="0" ALIGN="CENTER" WIDTH="100%">
<TR VALIGN=Bottom>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1284 North Telegraph Road, Monroe, Michigan</FONT><HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></TH>
     <TH COLSPAN=3><FONT FACE="Times New Roman, Times, Serif" SIZE=2>48162-3390</FONT><HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></TH></TR>

<TR VALIGN=Bottom>
     <TD WIDTH="41%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Address of principal executive offices)</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="3%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="53%" ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Zip Code </FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
     <TD WIDTH="1%" ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD></TR>
</TABLE>




<P ALIGN="Center">Registrant's telephone number, including area code <u> (734)
242-1444</u></P>




<P ALIGN="Center">&nbsp;</P>




<P align=center><FONT face="Times New Roman, Times, Serif"
size=3><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </FONT></P><!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Project" -->
<P align=center><FONT face="Times New Roman, Times, Serif"
size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Former name or former
address, if changed since last report.)
</FONT></P>

<P><FONT FACE="Times New Roman" SIZE="2">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:<br><br>

[&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br><br>

[&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br><br>

[&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br><br>

[&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</font></p>






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<br>
<br>
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<P style="PAGE-BREAK-AFTER: always">&nbsp;</P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><b>Item 1.01&nbsp;
Entry into a Material Definitive Agreement.</b></font></p>

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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>
<font size="2">On August 16, 2006 the Board of Directors established, effective
immediately, an annual cash retainer for the non-employee chairman of $75,000 in
addition to the regular directors&#146; annual cash retainer of $25,000.&nbsp; The meeting
fees and equity compensation remain unchanged.&nbsp; </font></TD>
</tr>


</TABLE>
<BR>
<BR>
<p><b><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 5.03&nbsp; </font>
<font face="Times New Roman" size="2">
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.</font></b></p>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<tr>
<TD WIDTH=5% valign="bottom">&nbsp;</TD>
<TD WIDTH=95% valign="bottom">
<font size="2">On August&nbsp;16, 2006,
the Board of Directors adopted a resolution, effective immediately, amending the
company bylaws. The changes to the bylaws:</font></TD>
</tr>
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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<tr>
<TD WIDTH="10%" valign="top" align="right">
<ul>
  <li>&nbsp;</li>
</ul>
</TD>
<TD WIDTH="90%" valign="top">
<font size="2">Permit the issuance of shares not evidenced by certificates. (New
Art. II, Sec. 2 and conforming changes in Art. II.)</font></TD>
</tr>
<tr>
<TD WIDTH="10%" valign="top" align="right">
<ul>
  <li>&nbsp;</li>
</ul>
</TD>
<TD WIDTH="90%" valign="top">
<font size="2">Expressly permit &quot;householding&quot; in accordance with the SEC
rule. (New Art. III, Sec. 3(B) and conforming changes in Sec. 3(A).)</font></TD>
</tr>
<tr>
<TD WIDTH="10%" valign="top" align="right">
<ul>
  <li>&nbsp;</li>
</ul>
</TD>
<TD WIDTH="90%" valign="top">
<font size="2">Permit any notice required to be given in writing to be given
instead by electronic means, including notices of shareholder meetings. (New
Art. IX, Sec. 7 and conforming change in Art. III, Sec. 3(A).)</font></TD>
</tr>
<tr>
<TD WIDTH="10%" valign="top" align="right">
<ul>
  <li>&nbsp;</li>
</ul>
</TD>
<TD WIDTH="90%" valign="top">
<p class="KESbullet1" style="text-indent: 0in; margin-left: 0in"><font size="2">
Change from a fixed number of directors specified in the bylaws (ten) to a
number, no fewer than eight or more than twelve, that can be set and changed
from time to time by the board. (Amended Art. IV, Sec. 1.)</font></TD>
</tr>
<tr>
<TD WIDTH="10%" valign="top" align="right">
<ul>
  <li>&nbsp;</li>
</ul>
</TD>
<TD WIDTH="90%" valign="top">
<font size="2">Change the provision on filling vacancies on the board to permit
the board to specify, at the time they fill a vacancy, that the new director
would have to stand for election by shareholders at the next annual meeting.
Before this amendment, the bylaws provided that a director appointed to fill a
vacancy would serve for the balance of the unexpired term. (Amended Art. IV,
Sec. 8.)</font></TD>
</tr>
<tr>
<TD WIDTH="10%" valign="top" align="right">
<ul>
  <li>&nbsp;</li>
</ul>
  </TD>
<TD WIDTH="90%" valign="top">
<font size="2">Change the provision on board committees to establish the Audit,
Compensation and Nominating and Governance Committees as required standing
committees, to clarify committee authority to prescribe rights and preferences
of a series of shares and to expressly provide for subcommittees. (Amended Art.
IV, Sec. 10.)</font></TD>
</tr>
<tr>
<TD WIDTH="10%" valign="top" align="right">
<ul>
  <li>&nbsp;</li>
</ul>
</TD>
<TD WIDTH="90%" valign="top">
<font size="2">Clarify the duties of the Chairman, Senior Vice Presidents and
Treasurer. (Amended Art. V, Sec. 2, 3, 4, 5 and 7.)</font></TD>
</tr>
</table>
<table width="545">
<tr>
<TD WIDTH="26" valign="bottom">&nbsp;</TD>
<TD WIDTH="509" valign="bottom">
<font size="2">The amended bylaws are filed as an exhibit to this current report. </font></TD>
</tr>
</TABLE>
<p><b><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9.01&nbsp; </font></b>
<font face="Times New Roman" size="2">Financial
Statements and Exhibits.</font></p>
<TABLE WIDTH="80%" CELLPADDING=0 CELLSPACING=0>
<tr>
<TD WIDTH="13%"><font face="Times New Roman, Times, Serif" size="2">Exhibit No.</font><HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></TD>
<TD WIDTH="87%">
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>Description</FONT><HR WIDTH=100% SIZE=1 COLOR=BLACK NOSHADE></TD>
</tr>
<tr>
<TD WIDTH="13%"><font face="Times New Roman, Times, Serif" size="2">3.1</font></TD>
<TD WIDTH="87%">
<font size="2">Amended and Restated Bylaws of La-Z-Boy Incorporated (as of
August 16, 2006)</font></TD>
</tr>
</TABLE>

<p>
&nbsp;</p>

<p>
&nbsp;</p>

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<P style="PAGE-BREAK-AFTER: always">&nbsp;</P>

<H1 ALIGN=Left>&nbsp;</h1>


<p ALIGN=Left>&nbsp;</p>


<H1 ALIGN=Left><FONT FACE="Times New Roman, Times, Serif" SIZE=3><B>SIGNATURE</b></font></h1>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized. </FONT></P>


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<TABLE WIDTH=100% CELLSPACING=0 CELLPADDING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>LA-Z-BOY
INCORPORATED</B><BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
(Registrant)</FONT><br></TD>
</TR>
</TABLE>
<p>
<BR>
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</p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date: August 21, 2006 </FONT></P>


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<TR VALIGN=TOP>
<TD WIDTH=40%>&nbsp;</TD>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=50%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><BR>
<BR>BY: /S/ Mark Copping<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Mark Copping<BR>Corporate Controller<br>&nbsp;</FONT></TD>
</TR>
</TABLE>
<p>&nbsp;</p>

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<p>
<b><font size="2">Exhibit 3.1</font></b></p>









<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>AMENDED AND RESTATED
BYLAWS </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>OF </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>LA-Z-BOY INCORPORATED </FONT></H1>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(as of August 16, 2006) </FONT></P>


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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>ARTICLE I </FONT></H1>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Name and Office </FONT></H1>

         <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

         Section 1.        <u>Name</u>. The name of this corporation is La-Z-Boy
Incorporated. </font>
<p><font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Section 2. <u>Registered Office</u>. The principal and registered office of the
corporation shall be located at 1284 North Telegraph Road, Monroe, Michigan.

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</font></p>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3. <U>Other Offices</U>. The corporation may also have other offices for the transaction
of business located at such places, both within and without the State of Michigan, as the
Board of Directors may from time to time determine. </FONT></P>

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<A NAME=A008></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>ARTICLE II </FONT></H1>

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<A NAME=A009></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Capital Stock and
Transfers </FONT></H1>

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<A NAME=A010></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</I>Section
1. <u>Share Certificates</u>. </FONT></P>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Required Signatures</U>. Except for shares authorized to be issued without
               certificates pursuant to Section 2 of this Article II, the shares of the
               corporation shall be represented by certificates signed by the Chairman of the
               Board or the President or an Executive Vice President and the Secretary or an
               Assistant Secretary or the Treasurer or an Assistant Treasurer of the
               corporation, and may be sealed with the seal of the corporation or a facsimile
               thereof. The signatures of the officers of the corporation upon a certificate
               may be facsimiles if the certificate is countersigned by a transfer agent, or is
               registered by a registrar, other than the corporation itself or an employee of
               the corporation. In case any officer, transfer agent or registrar who has signed
               or whose facsimile signature has been placed upon such certificate shall have
               ceased to be such officer, transfer agent or registrar before such certificate
               is issued, it may be issued by the corporation with the same effect as if the
               signer were still such officer, transfer agent or registrar at the date of the
               certificate&#146;s issue. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Required Information</U>. A certificate representing shares of the
               corporation shall state upon its face all of the following: </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <tr>
               <TD ALIGN=RIGHT WIDTH=6%></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               That the corporation is formed under the laws of this state. </FONT></P></TD>
               </tr>
               <tr>
               <TD ALIGN=RIGHT WIDTH=6%>&nbsp;</TD>
               <TD WIDTH=94%>&nbsp;</TD>
               </tr>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=6%></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               The name of the person to whom issued. </FONT></P></TD>
               </TR>
               </TABLE>
          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=6%>&nbsp;</TD>
               <TD WIDTH=94%>&nbsp;</TD>
               </TR>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=6%></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               The number and class of shares, and the designation of the series, if any, which
               the certificate represents. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2. <U>Uncertificated Shares</U>. The Board of Directors may authorize the issuance of some
or all of the shares of any or all classes or series without certificates. Any such
authorization will not affect shares already represented by certificates until the
certificates are surrendered to the corporation. Within a reasonable time after the
issuance or transfer of shares without certificates, the corporation shall send the
shareholder a written statement of the information that would have been required on
certificates under the applicable provisions of the Michigan Business Corporation Act, as
amended (the &#147;Act&#148;), if the shares had been represented by certificates. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3. <U>Lien</U>. The corporation shall have a first lien on all the shares of its capital
stock, and upon all dividends declared upon the same for any indebtedness of the
respective holders thereof to the corporation. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
4. <U>Transfers</U>. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares fully endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto, and the old certificate canceled and the
transaction recorded upon the books of the corporation. Upon delivery to the corporation
or the transfer agent of the corporation of proper evidence of succession, assignment or
authority to transfer shares not represented by certificates, the transaction shall be
recorded upon the books of the corporation. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5. <U>Replacement of Lost, Stolen or Destroyed Share Certificates</U>. The Board of
Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the corporation alleged to have been lost, stolen or destroyed. When
authorizing such issue of a new certificate, the Board of Directors, in its discretion and
as a condition precedent to the issuance thereof, may prescribe such terms and conditions
as it deems expedient, and may require such indemnities as it deems adequate, to protect
the corporation from any claim that may be made against it with respect to any such
certificate alleged to have been lost, stolen or destroyed. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6. <U>Transfer Agent and Registration</U>. The Board of Directors may appoint a transfer
agent and a registrar in the registration of transfers of its securities. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7. <U>Rules of Issue and Transfer</U>. The Board of Directors shall have power and
authority to make all such rules and regulations as the board shall deem expedient
regulating the issue, transfer and registration of shares in the corporation. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
8. <U>Registered Shareholders</U>. The corporation shall have the right to treat the
registered holder of any share as the absolute owner thereof, and shall not be bound to
recognize any equitable or other claim to, or interest in, such share on the part of any
other person, whether or not the corporation shall have express or other notice thereof,
save as may be otherwise provided by the statutes of Michigan. </FONT></P>

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<A NAME=A011></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>ARTICLE III </FONT></H1>

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<A NAME=A012></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Shareholders and
Meetings </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
1. <U>Annual Meeting of Shareholders</U>. The 1991 Annual Meeting of Shareholders was held
August 5, 1991 and all subsequent Annual Meetings of Shareholders shall be held on the
last Monday in July of each year, or at such other date as shall be designated by the
Board of Directors and stated in the notice of the meeting. At said meeting the
shareholders shall elect by a plurality vote the Directors to be elected at such meeting,
and shall transact such other business as may properly be brought before the meeting. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2. <U>Special Meetings of Shareholders</U>. A special meeting of the shareholders for any
purpose or purposes other than election of Directors may be called at any time and place
by the Chairman of the Board, and in his absence, by the President; or by the Directors.
It shall be the duty of the Directors, the Chairman of the Board, or the President to call
such meeting whenever so requested in writing by shareholders owning, in the aggregate, at
least seventy-five percent (75%) of the entire capital stock of the corporation entitled
to vote at such special meeting. Such request shall state the purpose or purposes of the
proposed meeting. </FONT></P>

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<A NAME=A013></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</I>Section
3. <u>Notice of Meetings of Shareholders</u>. </FONT></P>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Mailing Notice</U>. Notice of the time, date and place of all annual and
               special meetings shall be mailed by the Secretary to each shareholder entitled
               to vote at such meeting, except as otherwise provided in Section 3(B) of this
               Article III or in Section 7 of Article IX, not less than ten (10) days nor more
               than sixty (60) days before the date thereof. The business transacted at any
               special meeting of shareholders shall be limited to the purpose(s) stated in the
               notice. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Single Notice to Shareholders with Common Address</U>. The corporation may
               give the notice required by Section 3(A) of this Article III (as well as any
               other written notice or other written report, statement, or communication it is
               required or permitted to provide to shareholders by the Act, the Articles of
               Incorporation, or these bylaws) to all shareholders who share a common address
               by delivering one copy of it to the common address if all of the following are
               met: </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=6%></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               The corporation addresses the notice, report, statement, or communication to the
               shareholders who share the common address as a group, individually, or in any
               other form to which any of those shareholders have not objected. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=6%></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               At least 60 days before the first delivery of any delivery to a common address
               under this Section 3(B), the corporation gives notice to the shareholders who
               share that common address that it intends to provide only one copy of notices,
               reports, statements, or other communications to shareholders that share a common
               address. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=6%></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               The corporation has not received a written objection from any shareholder who
               shares a common address to deliveries under this Section 3(B) to that
               shareholder. If it receives such a written objection, the corporation within 30
               days shall begin providing the objecting shareholder with separate copies of any
               notices, reports, statements, or communications to the shareholders, but the
               corporation may deliver one copy of the notices, reports, statements, or
               communications to all of the shareholders at that common address who have not
               objected. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH="3%"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH="97%"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
As
used in this Section 3(B), &#147;address&#148; means a street address, post office box,
electronic mail address for electronic transmissions by electronic mail, or telephone
facsimile number for electronic transmissions by facsimile. </FONT></TD>
</TR>
</TABLE>
<BR>

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<FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
4. <U>Presiding Officer</U>. The Chairman of the Board, or in his absence, the President,
or in his absence such Vice President as the Board of Directors may designate, shall
preside at any meeting of shareholders. </FONT>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5. <U>Vote of Shareholders; Proxies</U>. At every such meeting each shareholder entitled
to vote thereat may cast such vote or votes either in person, or by proxy, but no proxy
shall be voted after three (3) years from its date, unless the proxy provides for a longer
period. A shareholder may authorize one or more persons to act for him by proxy. All
proxies shall be in writing by the shareholder or by his duly authorized agent or
representative and shall be filed with the Secretary. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6. <U>Quorum of Shareholders</U>. The holders of a majority of the shares of stock issued
and outstanding and entitled to vote thereat, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of business
except as otherwise provided by statute or by the Articles of Incorporation. If, however,
such quorum shall not be present or represented at any meeting of the shareholders, the
shareholders present in person or represented by proxy shall have power to adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a quorum shall
be present or represented any business may be transacted which might have been transacted
at the meeting as originally notified. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7. <U>Required Vote</U>. If a quorum is present, the affirmative vote of the holders of a
majority of the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is required by law or
the Articles of Incorporation. </FONT></P>

         <font face="Times New Roman, Times, Serif" size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

         Section 8.        <u>Removal</u>. The shareholders shall have power by a majority vote at any such meeting, to remove any Director
from office.

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</font>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
9. <U>List of Shareholders Entitled to Vote</U>. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make and certify a complete list
of the shareholders entitled to vote at a shareholders&#146; meeting or any adjournment
thereof. The list shall: </FONT></P>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               Be arranged alphabetically within each class and series, with the address of,
               and the number of shares held by, each shareholder. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               Be produced at the time and place of the meeting. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               Be subject to inspection by any shareholder during the whole time of the
               meeting. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               Be prima facie evidence as to who are the shareholders entitled to examine the
               list or to vote at the meeting. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
10. <U>Record Date for Determination of Shareholders</U>. For the purpose of determining
shareholders entitled to notice of and to vote at a meeting of shareholders or an
adjournment of a meeting, the Board of Directors may fix a record date, which shall not
precede the date on which the resolution fixing the record date is adopted by the Board.
The date shall not be more than sixty (60) nor less than ten (10) days before the date of
the meeting. If a record date is not fixed, the record date for determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall be the
close of business on the day next preceding the day on which notice is given, or if no
notice 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 vote at a meeting of
shareholders has been made as provided in this Section, the determination applies to any
adjournment of the meeting, unless the Board of Directors fixes a new record date under
this Section for the adjourned meeting. For the purpose of determining shareholders
entitled to receive payment of a share dividend or distribution, or allotment of a right,
or for the purpose of any other action, the Board of Directors may fix a record date,
which shall not precede the date on which the resolution fixing the record date is adopted
by the Board. The date shall not be more than sixty (60) days before the payment of the
share dividend or distribution or allotment of a right or other action. If a record date
is not fixed, the record date shall be the close of business on the day on which the
resolution of the Board of Directors relating to the corporate action is adopted. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
11. <U>Inspectors of Election</U>. The Board of Directors may appoint one or more
inspectors of election to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at a shareholders&#146; meeting may, and on request
of a shareholder entitled to vote thereat shall, appoint one or more inspectors. 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 challenges
and questions arising in connection with the right to vote, count and tabulate votes,
ballots or consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person presiding at
the meeting or a shareholder entitled to vote thereat, the inspectors shall make and
execute a written report to the person presiding at the meeting of any of the facts found
by them and matters determined by them. The report is prima facie evidence of the facts
stated and of the vote as certified by the inspectors. </FONT></P>

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<A NAME=A014></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>ARTICLE IV </FONT></H1>

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<A NAME=A015></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Directors </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
1. <U>Number and Powers of Directors</U>. The business and affairs of the corporation
shall be managed by a Board of Directors. The number of Directors which shall constitute
the whole Board shall be not less than eight (8) nor more than twelve (12). As of August
16, 2006, the Board consists of ten (10) directors. Thereafter, the number of Directors
which shall constitute the Board of Directors shall be as determined from time to time by
resolution of the Board of Directors. The Directors shall be elected at the annual meeting
of the shareholders, as detailed hereinafter, and each Director shall serve until his
successor shall have been elected and qualified. When acting as such, the Board of
Directors may exercise all powers and do all such lawful acts and things (including,
without limitation, the making of such adjustments in the number of Directors in any
Director class or classes that may be determined by the Board to be necessary or
appropriate in light of an increase or decrease in the total number of Directors specified
in these bylaws) as are not by statute or by the Articles of Incorporation or these bylaws
directed or required to be exercised or done by the shareholders. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2. <U>Classification and Term of Office</U>. The Directors shall be severally classified
with the respect to the time for which they shall hold office by dividing them into three
classifications, with the number of Directors in each class being as nearly equal as
possible to the number of directors in each other class. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3. <U>Regular Meetings of Board</U>. Regular meetings of the Directors shall be held
immediately after the adjournment of each annual shareholders&#146; meeting and may be
held at such time and at such place as shall from time to time be determined by the Board. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
4. <U>Special Meetings of Board</U>. Special meetings of the Board of Directors may be
called by the Chairman, and, in his absence, by the President or any four members of the
Board of Directors. By unanimous consent of the Directors, special meetings of the Board
may be held without notice, at any time and place. The presence of a Director at a meeting
shall constitute a Waiver of Notice except where the Director attends solely to protest
the legality of the meeting. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5. <U>Notice</U>. Notice of all regular and special meetings, except those specified in
the second sentence of Section 4 or in Section 7 of this article, shall be delivered in
person, mailed, e-mailed, faxed, or sent by telegram to each Director, by the Secretary,
at least one day previous to the time fixed for the meetings. All notices of special
meetings shall state the purposes thereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6. <U>Quorum and Required Vote</U>. A majority of the Directors shall constitute a quorum
for the transaction of business unless a greater number is required by law or by the
Articles of Incorporation. The act of a majority of the Directors present at any meeting
at which a quorum is present shall be the act of the Board of Directors, unless the act of
a greater number is required by statute, these bylaws, or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of Directors, the Directors
present thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7. <U>Annual Meeting; Election of Officers</U>. The Directors shall elect officers of the
corporation, and fix their salaries; such elections to be held at the Directors&#146;
meeting following each annual shareholders&#146; meeting. No notice of such meeting shall
be necessary to any newly elected Director in order to legally constitute the meeting,
provided a quorum shall be present. The Board of Directors also may elect other officers,
and fix the salaries of such officers, at other times and from time to time as the Board
may deem necessary or appropriate for transaction of the business of the corporation. Any
officer may be removed at any time by a two-thirds vote of the full Board of Directors. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
8. <U>Vacancies</U>. All vacancies occurring in the Board of Directors, whether caused by
resignation, death, increase in the number of Directors constituting the whole Board or
otherwise, may be filled by the affirmative vote of two-thirds of the remaining Directors
though less than a quorum of the Board of Directors. A Director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in office,
except that where, due to the classification of Directors, the term of his predecessor in
office would extend beyond the next annual shareholders&#146; meeting, at the time of
filling the vacancy the Board may specify that his term will extend only until the next
annual shareholders&#146; meeting and that at that meeting the shareholders will be asked
to elect a Director (who may be the same Director) to serve for the balance of such term. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
9. <U>Directors&#146; Report</U>. At each annual shareholders&#146; meeting the Directors
shall submit a statement of the business done during the preceding year, together with a
report of the general financial condition of the corporation, and of the condition of its
tangible property. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
10. <U>Committees of Directors</U>. The Board of Directors, by resolution passed by a
majority of the whole Board, shall designate standing audit, compensation, and nominating
and governance committees and may designate one or more other committees, each committee
to consist of one or more of the Directors of the corporation. Any such committee, to the
extent provided in the resolution of the Board of Directors, or in these bylaws, shall
have and may exercise all of the power and authority of the Board of Directors in the
management of the business and affairs of the corporation, but no such committee shall
have the power or authority to amend the Articles of Incorporation (except that a
committee may prescribe the relative rights and preferences of the shares of a series to
the extent the Board of Directors has authority to do so), adopt an agreement of merger or
share exchange, recommend to shareholders the sale, lease, or exchange of all or
substantially all of the corporation&#146;s property and assets, recommend to the
shareholders the dissolution of the corporation or revocation of a dissolution, amend
these bylaws, or fill vacancies in the Board, and unless a resolution of the Board of
Directors, the Articles of Incorporation or these bylaws expressly so provides, no such
committee shall have the power or authority to declare a distribution or dividend or to
authorize the issuance of stock. Unless otherwise provided in a resolution of the Board of
Directors, the Articles of Incorporation, or these bylaws, a committee may create one or
more subcommittees consisting of one or more members of the committee, and the committee
may delegate all or part of its power or authority to a subcommittee. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
11. <U>Compensation of Directors</U>. The Board of Directors, by the affirmative vote of a
majority of the Directors then in office, and irrespective of any personal interest of any
of them, shall have authority to fix the compensation of all Directors for services to the
corporation as directors, officers, or otherwise. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
12. <U>Action by Written Consent</U>. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a meeting, if
all members of the Board or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes or proceedings of the Board or
committee. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
13. <U>Participation in Meeting by Telephone</U>. By oral or written permission of a
majority of the Board of Directors, a member of the Board of Directors or of a committee
designated by the Board may participate in a meeting by means of conference telephone or
similar communications equipment through which all persons participating in the meeting
can communicate with the other participants. Participation in a meeting pursuant to this
Section constitutes presence in person at the meeting. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
14. <U>Nomination of Director Candidates</U>. Nomination of candidates for election as
Directors of the Corporation at any meeting of shareholders called for election of
Directors (an &#147;Election Meeting&#148;) may be made by the Board of Directors or by
any shareholder entitled to vote at such Election Meeting but only in accordance with the
procedure outlined herein. </FONT></P>

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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Procedure for Nominations by the Board of Directors</U>. Nominations made by
               the Board of Directors shall be made at a meeting of the Board of Directors, or
               by written consent of Directors in lieu of a meeting, not less than 30 days
               prior to the date of the Election Meeting, and such nominations shall be
               reflected in the minute books of the corporation as of the date made. At the
               request of the Secretary of the corporation each proposed nominee shall provide
               the corporation with such information concerning himself or herself as is
               required, under the rules of the Securities and Exchange Commission, to be
               included in the corporation&#146;s proxy statement soliciting proxies for his or
               her election as a director. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
shareholder who wishes to recommend a director candidate for consideration for nomination
by the Board of Directors must send the recommendation to the Secretary of the
Corporation, who shall forward it to the Nominating and Governance Committee. The
recommendation must include a description of the candidate&#146;s qualifications for board
service, the candidate&#146;s consent to be considered for nomination and to serve if
nominated and elected, and addresses and telephone numbers for contacting the recommending
shareholder and the candidate for more information. The deadline for the
corporation&#146;s receipt of such a recommendation shall be as follows: (1) if the
proposal is submitted for a regularly scheduled annual meeting of shareholders, the
deadline shall be 120 calendar days before the date of the corporation&#146;s proxy
statement in connection with the previous year&#146;s annual meeting, except that if the
corporation did not hold an annual meeting in the previous year, or if the date of annual
meeting for which the recommendation is submitted has been changed by more than 30 days
from the date of the previous year&#146;s annual meeting, the deadline shall be a
reasonable time (as determined by the Secretary of the corporation) before the corporation
begins to print and mail its proxy materials; and (2) if the proposal is submitted for a
meeting other than a regularly scheduled annual meeting, the deadline shall be a
reasonable time (as determined by the Secretary of the corporation) before the corporation
begins to print and mail its proxy materials. </FONT>
</TD>
</TR>
</TABLE>
<BR>

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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Procedure for Nominations by Shareholders</U>. Not less than 90 days prior to
               the first anniversary of the preceding year&#146;s annual meeting any
               shareholder who intends to make a nomination at the Election Meeting shall
               deliver a notice to the Secretary of the Corporation setting forth (i) the name,
               age, business address and residence of each nominee proposed in each such
               notice, (ii) the principal occupation or employment of each such nominee, (iii)
               the number of shares of capital stock of the Corporation which are beneficially
               owned by each such nominee and (iv) such other information concerning each such
               nominee as would be required, under the rules of the Securities and Exchange
               Commission, in a proxy statement soliciting proxies for the election of such
               nominee. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Determination of Compliance with Procedures</U>. If the Chairman of the
               Election Meeting determines that a nomination was not in accordance with the
               foregoing procedures, such nomination shall be void. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>ARTICLE V </FONT></H1>

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<A NAME=A017></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Officers </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
1. <U>In General</U>. The officers of this corporation shall include a Chairman of the
Board, a President, a Secretary and a Treasurer, and may include a Vice Chairman of the
Board, one or more Vice Presidents, Senior Vice Presidents or Executive Vice Presidents
and such Assistant Secretaries and Treasurers or other officers as shall seem necessary or
appropriate to the Board of Directors from time to time. None of said officers, except the
Chairman of the Board, the President, and the Vice Chairman of the Board, need be a
Director. Any of the aforementioned offices, except those of Chairman of the Board and
President, of Chairman of the Board and Vice-Chairman of the Board, of President and Vice
President or Executive Vice President, of Treasurer and Assistant Treasurer, or of
Secretary and Assistant Secretary, may be held by the same person, but no officer shall
execute, acknowledge, or verify any instrument or document in more than one capacity. As
and whenever it determines the same to be appropriate, the Board of Directors may
designate the President, an Executive Vice President, a Senior Vice President, a Vice
President or the Treasurer as the Chief Financial Officer of the corporation, and any such
officer so designated (while he continues to hold the office held at the time of such
designation and until such designation is revoked or a different officer is so designated
by the Board of Directors) may identify himself and execute instruments and other
documents using the title of Chief Financial Officer. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2. <U>Chairman of the Board</U>. The Chairman of the Board shall be selected by, and from
among the membership of, the Board of Directors. Except as otherwise indicated in these
bylaws, the Chairman of the Board shall establish the agendas for, and preside at, all
meetings of the shareholders and of the Board of Directors. He shall sign stock
certificates as provided in Section 1 of Article II of these bylaws, and shall perform
such other duties and functions as shall be assigned him from time to time by the Board of
Directors. Except where by law the signature of the President of the corporation is
required, the Chairman of the Board shall possess the same power and authority as the
President to sign all certificates, contracts, instruments, papers, and documents of every
conceivable kind and character whatsoever, in the name of and on behalf of the
corporation, as may be authorized by the Board of Directors. During the absence or
disability of the President, the Chairman of the Board shall exercise all of the powers
and discharge all of the duties of the President. In case of the absence or the disability
of the Chairman of the Board, his duties shall be performed by the President, and in case
of the President&#146;s absence, by the Vice Chairman of the Board or, with respect to a
shareholder meeting, by such Vice President, Senior Vice President or Executive Vice
President as the Board of Directors may designate. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3. <U>Vice Chairman of the Board</U>. If the Board of Directors elects a Vice Chairman of
the Board, he shall be selected from the membership of the Board of Directors. During the
absence or disability of both the Chairman of the Board and the President, or while both
such offices are vacant, he shall preside at all meetings of the Board of Directors.
During the absence or disability of both the President and the Chairman of the Board, or
while both such offices are vacant for any reason, the Vice Chairman of the Board shall
have and may exercise any and all of the powers and duties of the President and of the
Chairman of the Board. At all other times the Vice Chairman of the Board shall be
responsible to the Chairman of the Board and through him (or during the absence or
disability of the Chairman of the Board or while that office is vacant for any reason,
directly) to the Board of Directors for the exercise, performance, and discharge of such
powers, duties, and responsibilities as the Chairman of the Board or the Board of
Directors shall see fit to vest in or delegate to him or which are vested in or imposed
upon him by the bylaws. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
4. <U>President and Chief Executive Officer</U>. The President shall be selected by and
from among the membership of the Board of Directors. The President shall be (and may
identify himself and execute instruments and other documents using the title of) the Chief
Executive Officer of the corporation and shall, in general, supervise and manage the
business affairs of the corporation, including but not limited to, by discharging all
duties normally and customarily incident to the office of the President and Chief
Executive Officer of a corporation and such other duties and functions as shall be
assigned to him from time to time by the Board of Directors. During the absence or
disability of the Chairman of the Board, or while such office is vacant, the President
shall perform all duties and functions, and while so acting shall have all of the powers
and authority, of the Chairman of the Board. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5. <U>Vice Presidents</U>. The Board of Directors may elect or appoint one or more Vice
Presidents and may designate one or more Vice Presidents as Senior Vice Presidents or
Executive Vice Presidents. Unless the Board of Directors shall otherwise provide by
resolution duly adopted by it, or as otherwise provided in these bylaws, such of the Vice
Presidents as shall have been designated Executive or Senior Vice Presidents and who are
members of the Board of Directors in the order specified by the Board of Directors shall
perform the duties and exercise the powers of the President during the absence or
disability of the President if the office of the Chairman of the Board is vacant. The Vice
Presidents shall perform such other duties as may be delegated to them by the Board of
Directors, the Chairman of the Board or the President. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6. <U>Secretary and Assistant Secretaries</U>. The Secretary shall issue notices of all
Directors&#146; and shareholders&#146; meeting, and shall attend and keep the minutes of
the same; shall have charge of all corporation books, records and papers; shall be
custodian of the corporate seal, all stock certificates and written contracts of the
corporation; and shall perform all such other duties as are incident to his office. The
Secretary shall also perform such duties as are assigned to him from time to time by the
Board of Directors. The Assistant Secretary or Assistant Secretaries, in the absence or
disability of the Secretary, shall perform the duties and exercise the powers of the
Secretary. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7. <U>Treasurer and Assistant Treasurers</U>. The Treasurer shall perform all the duties
incident to the office of treasurer required by the Act and such other duties as from time
to time may be delegated to him by the Board of Directors, the President, or a Senior Vice
President or Executive Vice President designated as the corporation&#146;s chief financial
officer. If required by the Board of Directors, he shall keep in force a bond, in form,
amount and with a surety or sureties satisfactory to the Board of Directors, conditioned
for faithful performance of the duties of his office, and for restoration to the
corporation in case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and property of whatever kind in his possession or under
his control belonging to the corporation. The Assistant Treasurer or Assistant Treasurers,
in the absence or disability of the Treasurer, shall perform the duties and exercise the
powers of the Treasurer. If required by the Board of Directors, any Assistant Treasurer
also shall keep in force a bond as provided in this Section. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
8. <U>Indemnification of Directors, Officers and Others</U>. Pursuant to the provisions of
Article XI of the Articles of Incorporation of the corporation, the corporation shall
indemnify any of its Directors and officers and may indemnify any of its employees and
agents (in each case including such person&#146;s heirs, executors, administrators and
legal representatives) in accordance with the following provisions of this bylaw: </FONT></P>

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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Indemnification of Directors and Officers: Claims by Third Parties</U>. The
               corporation shall, to the fullest extent authorized or permitted by the Act or
               other applicable law, as the same presently exist or may hereafter be amended,
               but, in the case of any such amendment, only to the extent such amendment
               permits the corporation to provide broader indemnification rights than before
               such amendment, indemnify a Director or officer (an &#147;Indemnitee&#148;) who
               was or is a party or is threatened to be made a party to a threatened, pending,
               or completed action, suit, or proceeding, whether civil, criminal,
               administrative, or investigative and whether formal or informal, other than an
               action by or in the right of the corporation, by reason of the fact that he or
               she is or was a Director, officer, employee or agent of the corporation, or is
               or was serving at the request of the corporation as a Director, officer,
               partner, trustee, employee, or agent of another foreign or domestic corporation,
               partnership, joint venture, trust, or other enterprise, whether for profit or
               not, against expenses, including attorneys&#146; fees, judgments, penalties,
               fines, and amounts paid in settlement actually and reasonably incurred by him or
               her in connection with the action, suit, or proceeding, if the Indemnitee acted
               in good faith and in a manner he or she reasonably believed to be in or not
               opposed to the best interests of the corporation or its shareholders, and with
               respect to a criminal action or proceeding, if the Indemnitee had no reasonable
               cause to believe his or her conduct was unlawful. The termination of an action,
               suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
               nolo contendere or its equivalent, does not, of itself, create a presumption
               that the Indemnitee did not act in good faith and in a manner which he or she
               reasonably believed to be in or not opposed to the best interests of the
               corporation or its shareholders, and, with respect to a criminal action or
               proceeding, had reasonable cause to believe that his or her conduct was
               unlawful. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Indemnification of Directors and Officers: Claims Brought by or in the Right
               of the Corporation</U>. The corporation shall, to the fullest extent authorized
               or permitted by the Act or other applicable law, as the same presently exist or
               may hereafter be amended, but, in the case of any such amendment, only to the
               extent such amendment permits the corporation to provide broader indemnification
               rights than before such amendment, indemnify an Indemnitee who was or is a party
               or is threatened to be made a party to a threatened, pending, or completed
               action or suit by or in the right of the corporation to procure a judgment in
               its favor by reason of the fact that he or she is or was a Director, officer,
               employee or agent of the corporation, or is or was serving at the request of the
               corporation as a Director, officer, partner, trustee, employee, or agent of
               another foreign or domestic corporation, partnership, joint venture, trust, or
               other enterprise, whether for profit or not, against expenses, including
               attorneys&#146; fees, and amounts paid in settlement actually and reasonably
               incurred by the Indemnitee in connection with the action or suit, if the
               Indemnitee acted in good faith and in a manner the Indemnitee reasonably
               believed to be in or not opposed to the best interests of the corporation or its
               shareholders. However, indemnification shall not be made under this Section B
               for a claim, issue, or matter in which the Indemnitee has been found liable to
               the corporation unless and only to the extent that the Court in which the action
               or suit was brought has determined upon application that, despite the
               adjudication of liability but in view of all circumstances of the case, the
               Indemnitee is fairly and reasonably entitled to indemnification for the expenses
               which the Court considers proper. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Actions Brought by the Indemnitee</U>. Notwithstanding the provisions of
               Subsections A and B of this Section 8, the corporation shall not be required to
               indemnify an Indemnitee in connection with an action, suit, proceeding or claim
               (or part thereof) brought or made by such Indemnitee, unless such action, suit,
               proceeding or claim (or part thereof): (i) was authorized by the Board of
               Directors of the corporation; or (ii) was brought or made to enforce this
               Section 8 and the Indemnitee has been successful in such action, suit,
               proceeding or claim (or part thereof). </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;D.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Approval of Indemnification</U>. Except as otherwise provided in Subsection G
               of this Section 8, an indemnification under Subsections A or B of this Section
               8, unless ordered by the court, shall be made by the corporation only as
               authorized in the specific case upon a determination that indemnification of the
               Indemnitee is proper in the circumstances because such Indemnitee has met the
               applicable standard of conduct set forth in Subsections A or B of this Section
               8, as the case may be, and upon an evaluation of the reasonableness of expenses
               and amounts paid in settlement. This determination and evaluation shall be made
               in any of the following ways: (a) By a majority vote of a quorum of the Board of
               Directors consisting of Directors who are not parties or threatened to be made
               parties to the action, suit, or proceeding. (b) If a quorum cannot be obtained
               in subsection (a), then by majority vote of a committee of Directors who are not
               parties to the action. The committees shall consist of not less than three (3)
               disinterested Directors. (c) By independent legal counsel in a written opinion.
               (d) By the shareholders. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;E.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Advancement of Expenses</U>. The corporation may pay or reimburse the
               reasonable expenses incurred by an Indemnitee who is a party or threatened to be
               made a party to an action, suit, or proceeding in advance of final disposition
               of the proceeding if all of the following apply: (a) The Indemnitee furnishes
               the corporation a written affirmation of his or her good faith belief that he or
               she has met the applicable standard of conduct set forth in Subsections A and B
               above. (b) The Indemnitee furnishes the corporation a written undertaking,
               executed personally or on his or her behalf, to repay the advance if is
               ultimately determined that he or she did not meet the standard of conduct. (c) A
               determination is made that the facts then known to those making the
               determination would not preclude indemnification under the Act. The undertaking
               required by subsection (b) must be an unlimited general obligation of the
               Indemnitee but need not be secured. Determinations of payments under this
               Section shall be made in the manner specified in Subsection D above. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;F.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Partial Indemnification</U>. If an Indemnitee is entitled to indemnification
               under Subsections A or B of this Section 8 for a portion of expenses, including
               reasonable attorneys&#146; fees, judgments, penalties, fines, and amounts paid
               in settlement, but not for the total amount, the corporation shall indemnify the
               Indemnitee for the portion of the expenses, judgments, penalties, fines, or
               amounts paid in settlement for which the Indemnitee is entitled to be
               indemnified. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;G.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Article Provision Eliminating or Limiting Director Liability</U>. To the
               extent that the Articles of Incorporation of the Corporation include a provision
               eliminating or limiting the liability of a Director pursuant to Section
               209(1)(c) of the Act, the corporation shall indemnify a Director for the
               expenses and liabilities described in this Subsection G without a determination
               that the Director has met the standard of conduct set forth in Subsections A and
               B of this Section 8, but no indemnification may be made except to the extent
               authorized in Section 564c of the Act if the Director received a financial
               benefit to which he or she was not entitled, intentionally inflicted harm on the
               corporation or its shareholders, violated Section 551 of the Act, or
               intentionally committed a criminal act. In connection with an action or suit by
               or in the right of the corporation as described in Subsection B of this Section
               8, indemnification under this Subsection G shall be for expenses, including
               attorneys&#146; fees, actually and reasonably incurred. In connection with an
               action, suit, or proceeding other than an action, suit, or proceeding by or in
               the right of the corporation, as described in Subsection A of this Section 8,
               indemnification under this Subsection G shall be for expenses, including
               attorneys&#146; fees, actually and reasonably incurred, and for judgments,
               penalties, fines, and amounts paid in settlement actually and reasonably
               incurred. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;H.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Indemnification of Employees and Agents</U>. Any person who is not covered by
               the foregoing provisions of this Section 8 and who is or was an employee or
               agent of the corporation, or is or was serving at the request of the corporation
               as a Director, officer, partner, trustee, employee or agent of another foreign
               or domestic corporation, partnership, joint venture, trust or other enterprise,
               whether for profit or not, may be indemnified to the fullest extent authorized
               or permitted by the Act or other applicable law, as the same exists or may
               hereafter be amended, but, in the case of any such amendment, only to the extent
               such amendment permits the corporation to provide broader indemnification rights
               than before such amendment, but in any event only to the extent authorized at
               any time or from time to time by the Board of Directors. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;I.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Other Rights of Indemnification</U>. The indemnification or advancement of
               expenses provided under Subsections A through H of this Section 8 is not
               exclusive of other rights to which a person seeking indemnification or
               advancement of expenses may be entitled under the articles of incorporation,
               bylaws, or a contractual agreement. The total amount of expenses advanced or
               indemnified from all sources combined shall not exceed the amount of actual
               expenses incurred by the person seeking indemnification or advancement of
               expenses. The indemnification provided for in Subsections A through H of this
               Section 8 continues as to a person who ceases to be a Director, officer,
               employee, or agent and shall inure to the benefit of the heirs, executors, and
               administrators of the person. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;J.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Definitions</U>. &#147;Other enterprises&#148; shall include employee benefit
               plans; &#147;fines&#148; shall include any excise taxes assessed on a person
               with respect to an employee benefit plan; and &#147;serving at the request of
               the corporation&#148; shall include any service as a Director, officer,
               employee, or agent of the corporation which imposes duties on, or involves
               services by, the Director, officer, employee or agent with respect to an
               employee benefit plan, its participants or its beneficiaries; and a person who
               acted in good faith and in a manner he or she reasonably believed to be in the
               interest of the participants and beneficiaries of an employee benefit plan shall
               be considered to have acted in a manner &#147;not opposed to the best interests
               of the corporation or its shareholders&#148; as referred to in Subsections A and
               B of this Section 8. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;K.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Liability Insurance</U>. The corporation shall have the power to purchase and
               maintain insurance on behalf of any person who is or was a Director, officer,
               employee or agent of the corporation or is or was serving at the request of the
               corporation as a Director, officer, partner, trustee, employee or agent of
               another corporation, partnership, joint venture, trust, or other enterprise,
               whether for profit or not, against any liability asserted against him or her and
               incurred by him or her in any such capacity or arising out of his or her status
               as such, whether or not the corporation would have power to indemnify him or her
               against liability under the pertinent provisions of the Act. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;L.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Enforcement</U>. If a claim under this Section 8 is not paid in full by the
               corporation within thirty (30) days after a written claim has been received by
               the corporation, the claimant may at any time thereafter bring suit against the
               corporation to recover the unpaid amount of the claim, and, if successful in
               whole or in part, the claimant shall be entitled to be paid also the expense of
               prosecuting such claim. It shall be a defense to any such action (other than an
               action brought to enforce a claim for expenses incurred in defending any
               proceeding in advance of its final disposition where the required undertaking,
               if any is required, has been tendered to the corporation) that the claimant has
               not met the standards of conduct which make it permissible under the Act for the
               corporation to indemnify the claimant for the amount claimed, but the burden of
               proving such defense shall be on the corporation. Neither the failure of the
               corporation (including its Board of Directors, a committee thereof, independent
               legal counsel, or its shareholders) to have made a determination prior to the
               commencement of such action that indemnification of the claimant is proper in
               the circumstances because such claimant has met the applicable standard of
               conduct set forth in the Act nor an actual determination by the corporation
               (including its Board of Directors, a committee thereof, independent legal
               counselor its shareholders) that the claimant has not met such applicable
               standard of conduct, shall be a defense to the action or create a presumption
               that the claimant has not met the applicable standard of conduct. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;M.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Contract with the Corporation</U>. The right to indemnification conferred in
               this Section 8 shall be deemed to be a contract right between the corporation
               and each Director or officer who serves in any such capacity at any time while
               this Section 8 is in effect, and any repeal or modification of this Section 8
               shall not affect any rights or obligations then existing with respect to any
               state of facts then or theretofore existing or any action, suit or proceeding
               theretofore or thereafter brought or threatened based in whole or in part upon
               any such state of facts. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;N.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Application to a Resulting or Surviving Corporation or Constituent
               Corporation</U>. The definition for &#147;corporation&#148; found in Section 569
               of the Act, as the same exists or may hereafter be amended is, and shall be,
               specifically excluded from application to this Section 8. The indemnification
               and other obligations set forth in this Section 8 of the corporation shall be
               binding upon any resulting or surviving corporation after any merger or
               consolidation with the corporation. Notwithstanding anything to the contrary
               contained herein or in Section 569 of the Act, no person shall be entitled to
               the indemnification and other rights set forth in this Section 8 for acting as a
               Director or officer of another corporation prior to such other corporation
               entering into a merger or consolidation with the corporation. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;O.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               <U>Severability</U>. Each and every paragraph, sentence, term and provision of
               this Section 8 shall be considered severable in that, in the event a court finds
               any paragraph, sentence, term or provision to be invalid or unenforceable, the
               validity and enforceability, operation, or effect of the remaining paragraphs,
               sentences, terms, or provisions shall not be affected, and this Section 8 shall
               be construed in all respects as if the invalid or unenforceable matter had been
               omitted. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>ARTICLE VI </FONT></H1>

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<A NAME=A019></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Dividends and Finance </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
1. <U>Dividends</U>. Dividends, to be paid out of the surplus earnings of the corporation,
or as otherwise permitted in accordance with the provisions of the governing statute, may
be declared from time to time by resolution of the Board of Directors; but no dividend
shall be paid that will impair the capital of the corporation. Dividends may be paid in
cash, in property or in shares of the capital stock, subject to any provisions of the
governing statute or the Articles of Incorporation. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2. <U>Deposits</U>. The funds of the corporation shall be deposited in such banks or trust
companies as the Directors shall designate and shall be withdrawn only upon checks issued
and signed in accordance with regulations adopted by the Board of Directors. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3. <U>Checks</U>. All checks, drafts and orders for the payment of money shall be signed
in the name of the corporation in such manner and by such officer or officers or such
other person or persons as the Board of Directors shall from time to time designate for
that purpose. </FONT></P>

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<A NAME=A020></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>ARTICLE VII </FONT></H1>

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<A NAME=A021></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Fiscal Year </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
1. The fiscal year of this corporation shall end on the last Saturday of April each year.
The fiscal year may be changed by the Board of Directors by resolution of the Board of
Directors. </FONT></P>

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<A NAME=A022></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>ARTICLE VIII </FONT></H1>

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<A NAME=A023></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Amendments </FONT></H1>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;These
bylaws may be altered, amended or repealed in whole or in part and new bylaws may be
adopted either: </FONT></P>

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               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               By the affirmative vote of the holders of record of not less than 67% of the
               outstanding stock of the Corporation entitled to vote in elections of Directors;
               or </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%></TD>
               <TD WIDTH=97%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
               By the affirmative vote of a majority of the Board of Directors at any meeting
               of the Board, or by written consent signed by all members of the Board of
               Directors; provided, however, no such alteration, amendment or repeal of Article
               VIII (a) of these bylaws shall be made by the Board of Directors or be effective
               unless such alteration, amendment or repeal shall be first approved by the
               affirmative vote of the holders of record of not less than 67% of the
               outstanding stock of the corporation entitled to vote in elections of Directors. </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<!-- MARKER FORMAT-SHEET="Head Major Center Bold" FSL="Default" -->
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=4>ARTICLE IX </FONT></H1>

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<A NAME=A025></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>General Provisions </FONT></H1>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
1. <U>Distributions in Cash or Property</U>. The Board of Directors may authorize and the
corporation may make distributions to its shareholders subject to restriction by the
Articles of Incorporation and/or unless otherwise limited by the Articles of
Incorporation, these bylaws or the Act. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
2. <U>Reserves</U>. The Board of Directors shall have power and authority to set apart
such reserve or reserves, for any proper purpose, as the Board in its discretion shall
approve, and the Board shall have the power and authority to abolish any reserve created
by the Board. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Indent" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
3. <U>Voting Securities</U>. Unless otherwise directed by the Board of Directors, the
President or in the case of his absence or inability to act, the Chairman of the Board or
the Vice Chairman of the Board, or in the case of their absence or inability to act, the
Vice Presidents, including Senior or Executive Vice Presidents, in order of their
seniority, shall have full power and authority on behalf of the corporation to attend and
to act and to vote, or to execute in the name or on behalf of the corporation a consent in
writing in lieu of a meeting of shareholders or a proxy authorizing an agent or
attorney-in-fact for the corporation to attend and vote at any meetings of security
holders of corporations in which the corporation may hold securities, and at such meetings
he or his duly authorized agent or attorney-in-fact shall possess and may exercise on
behalf of the corporation any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the corporation might have possessed and
exercised if present. The Board of Directors by resolution from time to time may confer
like power upon any other person or persons. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
4. <U>Contracts, Conveyances, Etc</U>. When the execution of any contract, conveyance or
other instrument has been authorized without specification of the executing officers, the
Chairman of the Board, the Vice Chairman of the Board, the President or any Vice
President, and the Secretary or any Assistant Secretary, may execute the same in the name
and on behalf of this corporation and may affix the corporate seal thereto. The Board of
Directors shall have power to designate the officers and agents who shall have authority
to execute any instrument in behalf of the corporation. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
5. <U>Corporate Books and Records</U>. The corporation shall keep books and records of
account and minutes of the proceedings of its shareholders, Board of Directors and
executive committees, if any. The corporation shall keep at its registered office, or at
the office of its transfer agent in or outside the State of Michigan, records containing
the names and addresses of all shareholders, the number, class and series of shares held
by each and the dates when they respectively became holders of record. Any of the books,
records or minutes may be in written form or in any other form capable of being converted
into written form within a reasonable time. The corporation shall convert into written
form without charge any record not in written form, unless otherwise requested by a person
entitled to inspect the records. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
6. <U>Seal</U>. The seal of the corporation shall have inscribed thereon the name of the
corporation and the words &#147;Corporate Seal&#148; and &#147;Michigan.&#148; The seal
may be used by causing it or a facsimile to be affixed, impressed or reproduced in any
other manner. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section
7. <U>Electronic Notices and Communications</U>. If a notice is required or permitted by
these bylaws to be given in writing, electronic transmission is written notice.
&#147;Electronic transmission&#148; or &#147;electronically transmitted&#148; means any
form of communication that meets all of the following: </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          It does not directly involve the physical transmission of paper. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          It creates a record that may be retained and retrieved by the recipient. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent" FSL="Default" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          It may be directly reproduced in paper form by the recipient through an
          automated process. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>If a notice or communication is
permitted by these bylaws to be transmitted electronically, the notice or communication is
given when electronically transmitted to the person entitled to the notice or
communication in a manner authorized by the person. </FONT></P>


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{"company-data": {"conformed-name": "LA-Z-BOY INC", "cik": "0000057131", "assigned-sic": "2510", "irs-number": "380751137", "state-of-incorporation": "MI", "fiscal-year-end": "0428"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09656", "film-number": "061047065"}, "business-address": {"street1": "1284 N TELEGRAPH RD", "city": "MONROE", "state": "MI", "zip": "48162", "phone": "7342414414"}, "mail-address": {"street1": "1284 N TELEGRAPH RD", "city": "MONROE", "state": "MI", "zip": "48162"}, "former-company": {"former-conformed-name": "LA Z BOY CHAIR CO", "date-changed": "19920703"}}
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549-1004
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d)of
the Securities Exchange Act of 1934
August 16, 2006
(Date of Report (Date of Earliest Event Reported))
LA-Z-BOY INCORPORATED
(Exact
name of registrant as specified in its charter)
MICHIGAN
1-9656
38-0751137
(State or other jurisdiction of
(Commission
(IRS Employer
incorporation)
File Number)
Indentification Number)
1284 North Telegraph Road, Monroe, Michigan
48162-3390
(Address of principal executive offices)
Zip Code
Registrant's telephone number, including area code
(734)
242-1444
None
(Former name or former
address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 
Entry into a Material Definitive Agreement.
On August 16, 2006 the Board of Directors established, effective
immediately, an annual cash retainer for the non-employee chairman of $75,000 in
addition to the regular directors' annual cash retainer of $25,000.  The meeting
fees and equity compensation remain unchanged.
Item 5.03
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On August 16, 2006,
the Board of Directors adopted a resolution, effective immediately, amending the
company bylaws. The changes to the bylaws:
Permit the issuance of shares not evidenced by certificates. (New
Art. II, Sec. 2 and conforming changes in Art. II.)
Expressly permit "householding" in accordance with the SEC
rule. (New Art. III, Sec. 3(B) and conforming changes in Sec. 3(A).)
Permit any notice required to be given in writing to be given
instead by electronic means, including notices of shareholder meetings. (New
Art. IX, Sec. 7 and conforming change in Art. III, Sec. 3(A).)
Change from a fixed number of directors specified in the bylaws (ten) to a
number, no fewer than eight or more than twelve, that can be set and changed
from time to time by the board. (Amended Art. IV, Sec. 1.)
Change the provision on filling vacancies on the board to permit
the board to specify, at the time they fill a vacancy, that the new director
would have to stand for election by shareholders at the next annual meeting.
Before this amendment, the bylaws provided that a director appointed to fill a
vacancy would serve for the balance of the unexpired term. (Amended Art. IV,
Sec. 8.)
Change the provision on board committees to establish the Audit,
Compensation and Nominating and Governance Committees as required standing
committees, to clarify committee authority to prescribe rights and preferences
of a series of shares and to expressly provide for subcommittees. (Amended Art.
IV, Sec. 10.)
Clarify the duties of the Chairman, Senior Vice Presidents and
Treasurer. (Amended Art. V, Sec. 2, 3, 4, 5 and 7.)
The amended bylaws are filed as an exhibit to this current report.
Item 9.01
Financial
Statements and Exhibits.
Exhibit No.
Description
3.1
Amended and Restated Bylaws of La-Z-Boy Incorporated (as of
August 16, 2006)
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
LA-Z-BOY
INCORPORATED
——————————————
(Registrant)
Date: August 21, 2006
BY: /S/ Mark Copping
——————————————
Mark Copping
Corporate Controller
Exhibit 3.1
AMENDED AND RESTATED
BYLAWS
OF
LA-Z-BOY INCORPORATED
(as of August 16, 2006)
ARTICLE I
Name and Office
Section 1.
Name
. The name of this corporation is La-Z-Boy
Incorporated.
Section 2.
Registered Office
. The principal and registered office of the
corporation shall be located at 1284 North Telegraph Road, Monroe, Michigan.
Section
3.
Other Offices
. The corporation may also have other offices for the transaction
of business located at such places, both within and without the State of Michigan, as the
Board of Directors may from time to time determine.
ARTICLE II
Capital Stock and
Transfers
Section
1.
Share Certificates
.
(A)
Required Signatures
. Except for shares authorized to be issued without
               certificates pursuant to Section 2 of this Article II, the shares of the
               corporation shall be represented by certificates signed by the Chairman of the
               Board or the President or an Executive Vice President and the Secretary or an
               Assistant Secretary or the Treasurer or an Assistant Treasurer of the
               corporation, and may be sealed with the seal of the corporation or a facsimile
               thereof. The signatures of the officers of the corporation upon a certificate
               may be facsimiles if the certificate is countersigned by a transfer agent, or is
               registered by a registrar, other than the corporation itself or an employee of
               the corporation. In case any officer, transfer agent or registrar who has signed
               or whose facsimile signature has been placed upon such certificate shall have
               ceased to be such officer, transfer agent or registrar before such certificate
               is issued, it may be issued by the corporation with the same effect as if the
               signer were still such officer, transfer agent or registrar at the date of the
               certificate's issue.
(B)
Required Information
. A certificate representing shares of the
               corporation shall state upon its face all of the following:
(a)       
               That the corporation is formed under the laws of this state.
(b)       
               The name of the person to whom issued.
(c)       
               The number and class of shares, and the designation of the series, if any, which
               the certificate represents.
Section
2.
Uncertificated Shares
. The Board of Directors may authorize the issuance of some
or all of the shares of any or all classes or series without certificates. Any such
authorization will not affect shares already represented by certificates until the
certificates are surrendered to the corporation. Within a reasonable time after the
issuance or transfer of shares without certificates, the corporation shall send the
shareholder a written statement of the information that would have been required on
certificates under the applicable provisions of the Michigan Business Corporation Act, as
amended (the "Act"), if the shares had been represented by certificates.
Section
3.
Lien
. The corporation shall have a first lien on all the shares of its capital
stock, and upon all dividends declared upon the same for any indebtedness of the
respective holders thereof to the corporation.
Section
4.
Transfers
. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate representing shares fully endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto, and the old certificate canceled and the
transaction recorded upon the books of the corporation. Upon delivery to the corporation
or the transfer agent of the corporation of proper evidence of succession, assignment or
authority to transfer shares not represented by certificates, the transaction shall be
recorded upon the books of the corporation.
Section
5.
Replacement of Lost, Stolen or Destroyed Share Certificates
. The Board of
Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the corporation alleged to have been lost, stolen or destroyed. When
authorizing such issue of a new certificate, the Board of Directors, in its discretion and
as a condition precedent to the issuance thereof, may prescribe such terms and conditions
as it deems expedient, and may require such indemnities as it deems adequate, to protect
the corporation from any claim that may be made against it with respect to any such
certificate alleged to have been lost, stolen or destroyed.
Section
6.
Transfer Agent and Registration
. The Board of Directors may appoint a transfer
agent and a registrar in the registration of transfers of its securities.
Section
7.
Rules of Issue and Transfer
. The Board of Directors shall have power and
authority to make all such rules and regulations as the board shall deem expedient
regulating the issue, transfer and registration of shares in the corporation.
Section
8.
Registered Shareholders
. The corporation shall have the right to treat the
registered holder of any share as the absolute owner thereof, and shall not be bound to
recognize any equitable or other claim to, or interest in, such share on the part of any
other person, whether or not the corporation shall have express or other notice thereof,
save as may be otherwise provided by the statutes of Michigan.
ARTICLE III
Shareholders and
Meetings
Section
1.
Annual Meeting of Shareholders
. The 1991 Annual Meeting of Shareholders was held
August 5, 1991 and all subsequent Annual Meetings of Shareholders shall be held on the
last Monday in July of each year, or at such other date as shall be designated by the
Board of Directors and stated in the notice of the meeting. At said meeting the
shareholders shall elect by a plurality vote the Directors to be elected at such meeting,
and shall transact such other business as may properly be brought before the meeting.
Section
2.
Special Meetings of Shareholders
. A special meeting of the shareholders for any
purpose or purposes other than election of Directors may be called at any time and place
by the Chairman of the Board, and in his absence, by the President; or by the Directors.
It shall be the duty of the Directors, the Chairman of the Board, or the President to call
such meeting whenever so requested in writing by shareholders owning, in the aggregate, at
least seventy-five percent (75%) of the entire capital stock of the corporation entitled
to vote at such special meeting. Such request shall state the purpose or purposes of the
proposed meeting.
Section
3.
Notice of Meetings of Shareholders
.
(A)
Mailing Notice
. Notice of the time, date and place of all annual and
               special meetings shall be mailed by the Secretary to each shareholder entitled
               to vote at such meeting, except as otherwise provided in Section 3(B) of this
               Article III or in Section 7 of Article IX, not less than ten (10) days nor more
               than sixty (60) days before the date thereof. The business transacted at any
               special meeting of shareholders shall be limited to the purpose(s) stated in the
               notice.
(B)
Single Notice to Shareholders with Common Address
. The corporation may
               give the notice required by Section 3(A) of this Article III (as well as any
               other written notice or other written report, statement, or communication it is
               required or permitted to provide to shareholders by the Act, the Articles of
               Incorporation, or these bylaws) to all shareholders who share a common address
               by delivering one copy of it to the common address if all of the following are
               met:
(1)       
               The corporation addresses the notice, report, statement, or communication to the
               shareholders who share the common address as a group, individually, or in any
               other form to which any of those shareholders have not objected.
(2)       
               At least 60 days before the first delivery of any delivery to a common address
               under this Section 3(B), the corporation gives notice to the shareholders who
               share that common address that it intends to provide only one copy of notices,
               reports, statements, or other communications to shareholders that share a common
               address.
(3)       
               The corporation has not received a written objection from any shareholder who
               shares a common address to deliveries under this Section 3(B) to that
               shareholder. If it receives such a written objection, the corporation within 30
               days shall begin providing the objecting shareholder with separate copies of any
               notices, reports, statements, or communications to the shareholders, but the
               corporation may deliver one copy of the notices, reports, statements, or
               communications to all of the shareholders at that common address who have not
               objected.
As
used in this Section 3(B), "address" means a street address, post office box,
electronic mail address for electronic transmissions by electronic mail, or telephone
facsimile number for electronic transmissions by facsimile.
Section
4.
Presiding Officer
. The Chairman of the Board, or in his absence, the President,
or in his absence such Vice President as the Board of Directors may designate, shall
preside at any meeting of shareholders.
Section
5.
Vote of Shareholders; Proxies
. At every such meeting each shareholder entitled
to vote thereat may cast such vote or votes either in person, or by proxy, but no proxy
shall be voted after three (3) years from its date, unless the proxy provides for a longer
period. A shareholder may authorize one or more persons to act for him by proxy. All
proxies shall be in writing by the shareholder or by his duly authorized agent or
representative and shall be filed with the Secretary.
Section
6.
Quorum of Shareholders
. The holders of a majority of the shares of stock issued
and outstanding and entitled to vote thereat, represented in person or by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of business
except as otherwise provided by statute or by the Articles of Incorporation. If, however,
such quorum shall not be present or represented at any meeting of the shareholders, the
shareholders present in person or represented by proxy shall have power to adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a quorum shall
be present or represented any business may be transacted which might have been transacted
at the meeting as originally notified.
Section
7.
Required Vote
. If a quorum is present, the affirmative vote of the holders of a
majority of the shares of stock represented at the meeting shall be the act of the
shareholders unless the vote of a greater number of shares of stock is required by law or
the Articles of Incorporation.
Section 8.
Removal
. The shareholders shall have power by a majority vote at any such meeting, to remove any Director
from office.
Section
9.
List of Shareholders Entitled to Vote
. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make and certify a complete list
of the shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof. The list shall:
(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.
(d)       
               Be prima facie evidence as to who are the shareholders entitled to examine the
               list or to vote at the meeting.
Section
10.
Record Date for Determination of Shareholders
. For the purpose of determining
shareholders entitled to notice of and to vote at a meeting of shareholders or an
adjournment of a meeting, the Board of Directors may fix a record date, which shall not
precede the date on which the resolution fixing the record date is adopted by the Board.
The date shall not be more than sixty (60) nor less than ten (10) days before the date of
the meeting. If a record date is not fixed, the record date for determination of
shareholders entitled to notice of or to vote at a meeting of shareholders shall be the
close of business on the day next preceding the day on which notice is given, or if no
notice 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 vote at a meeting of
shareholders has been made as provided in this Section, the determination applies to any
adjournment of the meeting, unless the Board of Directors fixes a new record date under
this Section for the adjourned meeting. For the purpose of determining shareholders
entitled to receive payment of a share dividend or distribution, or allotment of a right,
or for the purpose of any other action, the Board of Directors may fix a record date,
which shall not precede the date on which the resolution fixing the record date is adopted
by the Board. The date shall not be more than sixty (60) days before the payment of the
share dividend or distribution or allotment of a right or other action. If a record date
is not fixed, the record date shall be the close of business on the day on which the
resolution of the Board of Directors relating to the corporate action is adopted.
Section
11.
Inspectors of Election
. The Board of Directors may appoint one or more
inspectors of election to act at the meeting or any adjournment thereof. If inspectors are
not so appointed, the person presiding at a shareholders' meeting may, and on request
of a shareholder entitled to vote thereat shall, appoint one or more inspectors. 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 challenges
and questions arising in connection with the right to vote, count and tabulate votes,
ballots or consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person presiding at
the meeting or a shareholder entitled to vote thereat, the inspectors shall make and
execute a written report to the person presiding at the meeting of any of the facts found
by them and matters determined by them. The report is prima facie evidence of the facts
stated and of the vote as certified by the inspectors.
ARTICLE IV
Directors
Section
1.
Number and Powers of Directors
. The business and affairs of the corporation
shall be managed by a Board of Directors. The number of Directors which shall constitute
the whole Board shall be not less than eight (8) nor more than twelve (12). As of August
16, 2006, the Board consists of ten (10) directors. Thereafter, the number of Directors
which shall constitute the Board of Directors shall be as determined from time to time by
resolution of the Board of Directors. The Directors shall be elected at the annual meeting
of the shareholders, as detailed hereinafter, and each Director shall serve until his
successor shall have been elected and qualified. When acting as such, the Board of
Directors may exercise all powers and do all such lawful acts and things (including,
without limitation, the making of such adjustments in the number of Directors in any
Director class or classes that may be determined by the Board to be necessary or
appropriate in light of an increase or decrease in the total number of Directors specified
in these bylaws) as are not by statute or by the Articles of Incorporation or these bylaws
directed or required to be exercised or done by the shareholders.
Section
2.
Classification and Term of Office
. The Directors shall be severally classified
with the respect to the time for which they shall hold office by dividing them into three
classifications, with the number of Directors in each class being as nearly equal as
possible to the number of directors in each other class.
Section
3.
Regular Meetings of Board
. Regular meetings of the Directors shall be held
immediately after the adjournment of each annual shareholders' meeting and may be
held at such time and at such place as shall from time to time be determined by the Board.
Section
4.
Special Meetings of Board
. Special meetings of the Board of Directors may be
called by the Chairman, and, in his absence, by the President or any four members of the
Board of Directors. By unanimous consent of the Directors, special meetings of the Board
may be held without notice, at any time and place. The presence of a Director at a meeting
shall constitute a Waiver of Notice except where the Director attends solely to protest
the legality of the meeting.
Section
5.
Notice
. Notice of all regular and special meetings, except those specified in
the second sentence of Section 4 or in Section 7 of this article, shall be delivered in
person, mailed, e-mailed, faxed, or sent by telegram to each Director, by the Secretary,
at least one day previous to the time fixed for the meetings. All notices of special
meetings shall state the purposes thereof.
Section
6.
Quorum and Required Vote
. A majority of the Directors shall constitute a quorum
for the transaction of business unless a greater number is required by law or by the
Articles of Incorporation. The act of a majority of the Directors present at any meeting
at which a quorum is present shall be the act of the Board of Directors, unless the act of
a greater number is required by statute, these bylaws, or by the Articles of
Incorporation. If a quorum shall not be present at any meeting of Directors, the Directors
present thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section
7.
Annual Meeting; Election of Officers
. The Directors shall elect officers of the
corporation, and fix their salaries; such elections to be held at the Directors'
meeting following each annual shareholders' meeting. No notice of such meeting shall
be necessary to any newly elected Director in order to legally constitute the meeting,
provided a quorum shall be present. The Board of Directors also may elect other officers,
and fix the salaries of such officers, at other times and from time to time as the Board
may deem necessary or appropriate for transaction of the business of the corporation. Any
officer may be removed at any time by a two-thirds vote of the full Board of Directors.
Section
8.
Vacancies
. All vacancies occurring in the Board of Directors, whether caused by
resignation, death, increase in the number of Directors constituting the whole Board or
otherwise, may be filled by the affirmative vote of two-thirds of the remaining Directors
though less than a quorum of the Board of Directors. A Director elected to fill a vacancy
shall be elected for the unexpired portion of the term of his predecessor in office,
except that where, due to the classification of Directors, the term of his predecessor in
office would extend beyond the next annual shareholders' meeting, at the time of
filling the vacancy the Board may specify that his term will extend only until the next
annual shareholders' meeting and that at that meeting the shareholders will be asked
to elect a Director (who may be the same Director) to serve for the balance of such term.
Section
9.
Directors' Report
. At each annual shareholders' meeting the Directors
shall submit a statement of the business done during the preceding year, together with a
report of the general financial condition of the corporation, and of the condition of its
tangible property.
Section
10.
Committees of Directors
. The Board of Directors, by resolution passed by a
majority of the whole Board, shall designate standing audit, compensation, and nominating
and governance committees and may designate one or more other committees, each committee
to consist of one or more of the Directors of the corporation. Any such committee, to the
extent provided in the resolution of the Board of Directors, or in these bylaws, shall
have and may exercise all of the power and authority of the Board of Directors in the
management of the business and affairs of the corporation, but no such committee shall
have the power or authority to amend the Articles of Incorporation (except that a
committee may prescribe the relative rights and preferences of the shares of a series to
the extent the Board of Directors has authority to do so), adopt an agreement of merger or
share exchange, recommend to shareholders the sale, lease, or exchange of all or
substantially all of the corporation's property and assets, recommend to the
shareholders the dissolution of the corporation or revocation of a dissolution, amend
these bylaws, or fill vacancies in the Board, and unless a resolution of the Board of
Directors, the Articles of Incorporation or these bylaws expressly so provides, no such
committee shall have the power or authority to declare a distribution or dividend or to
authorize the issuance of stock. Unless otherwise provided in a resolution of the Board of
Directors, the Articles of Incorporation, or these bylaws, a committee may create one or
more subcommittees consisting of one or more members of the committee, and the committee
may delegate all or part of its power or authority to a subcommittee.
Section
11.
Compensation of Directors
. The Board of Directors, by the affirmative vote of a
majority of the Directors then in office, and irrespective of any personal interest of any
of them, shall have authority to fix the compensation of all Directors for services to the
corporation as directors, officers, or otherwise.
Section
12.
Action by Written Consent
. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof may be taken without a meeting, if
all members of the Board or committee, as the case may be, consent thereto in writing, and
the writing or writings are filed with the minutes or proceedings of the Board or
committee.
Section
13.
Participation in Meeting by Telephone
. By oral or written permission of a
majority of the Board of Directors, a member of the Board of Directors or of a committee
designated by the Board may participate in a meeting by means of conference telephone or
similar communications equipment through which all persons participating in the meeting
can communicate with the other participants. Participation in a meeting pursuant to this
Section constitutes presence in person at the meeting.
Section
14.
Nomination of Director Candidates
. Nomination of candidates for election as
Directors of the Corporation at any meeting of shareholders called for election of
Directors (an "Election Meeting") may be made by the Board of Directors or by
any shareholder entitled to vote at such Election Meeting but only in accordance with the
procedure outlined herein.
(a)
Procedure for Nominations by the Board of Directors
. Nominations made by
               the Board of Directors shall be made at a meeting of the Board of Directors, or
               by written consent of Directors in lieu of a meeting, not less than 30 days
               prior to the date of the Election Meeting, and such nominations shall be
               reflected in the minute books of the corporation as of the date made. At the
               request of the Secretary of the corporation each proposed nominee shall provide
               the corporation with such information concerning himself or herself as is
               required, under the rules of the Securities and Exchange Commission, to be
               included in the corporation's proxy statement soliciting proxies for his or
               her election as a director.
Any
shareholder who wishes to recommend a director candidate for consideration for nomination
by the Board of Directors must send the recommendation to the Secretary of the
Corporation, who shall forward it to the Nominating and Governance Committee. The
recommendation must include a description of the candidate's qualifications for board
service, the candidate's consent to be considered for nomination and to serve if
nominated and elected, and addresses and telephone numbers for contacting the recommending
shareholder and the candidate for more information. The deadline for the
corporation's receipt of such a recommendation shall be as follows: (1) if the
proposal is submitted for a regularly scheduled annual meeting of shareholders, the
deadline shall be 120 calendar days before the date of the corporation's proxy
statement in connection with the previous year's annual meeting, except that if the
corporation did not hold an annual meeting in the previous year, or if the date of annual
meeting for which the recommendation is submitted has been changed by more than 30 days
from the date of the previous year's annual meeting, the deadline shall be a
reasonable time (as determined by the Secretary of the corporation) before the corporation
begins to print and mail its proxy materials; and (2) if the proposal is submitted for a
meeting other than a regularly scheduled annual meeting, the deadline shall be a
reasonable time (as determined by the Secretary of the corporation) before the corporation
begins to print and mail its proxy materials.
(b)
Procedure for Nominations by Shareholders
. Not less than 90 days prior to
               the first anniversary of the preceding year's annual meeting any
               shareholder who intends to make a nomination at the Election Meeting shall
               deliver a notice to the Secretary of the Corporation setting forth (i) the name,
               age, business address and residence of each nominee proposed in each such
               notice, (ii) the principal occupation or employment of each such nominee, (iii)
               the number of shares of capital stock of the Corporation which are beneficially
               owned by each such nominee and (iv) such other information concerning each such
               nominee as would be required, under the rules of the Securities and Exchange
               Commission, in a proxy statement soliciting proxies for the election of such
               nominee.
(c)
Determination of Compliance with Procedures
. If the Chairman of the
               Election Meeting determines that a nomination was not in accordance with the
               foregoing procedures, such nomination shall be void.
ARTICLE V
Officers
Section
1.
In General
. The officers of this corporation shall include a Chairman of the
Board, a President, a Secretary and a Treasurer, and may include a Vice Chairman of the
Board, one or more Vice Presidents, Senior Vice Presidents or Executive Vice Presidents
and such Assistant Secretaries and Treasurers or other officers as shall seem necessary or
appropriate to the Board of Directors from time to time. None of said officers, except the
Chairman of the Board, the President, and the Vice Chairman of the Board, need be a
Director. Any of the aforementioned offices, except those of Chairman of the Board and
President, of Chairman of the Board and Vice-Chairman of the Board, of President and Vice
President or Executive Vice President, of Treasurer and Assistant Treasurer, or of
Secretary and Assistant Secretary, may be held by the same person, but no officer shall
execute, acknowledge, or verify any instrument or document in more than one capacity. As
and whenever it determines the same to be appropriate, the Board of Directors may
designate the President, an Executive Vice President, a Senior Vice President, a Vice
President or the Treasurer as the Chief Financial Officer of the corporation, and any such
officer so designated (while he continues to hold the office held at the time of such
designation and until such designation is revoked or a different officer is so designated
by the Board of Directors) may identify himself and execute instruments and other
documents using the title of Chief Financial Officer.
Section
2.
Chairman of the Board
. The Chairman of the Board shall be selected by, and from
among the membership of, the Board of Directors. Except as otherwise indicated in these
bylaws, the Chairman of the Board shall establish the agendas for, and preside at, all
meetings of the shareholders and of the Board of Directors. He shall sign stock
certificates as provided in Section 1 of Article II of these bylaws, and shall perform
such other duties and functions as shall be assigned him from time to time by the Board of
Directors. Except where by law the signature of the President of the corporation is
required, the Chairman of the Board shall possess the same power and authority as the
President to sign all certificates, contracts, instruments, papers, and documents of every
conceivable kind and character whatsoever, in the name of and on behalf of the
corporation, as may be authorized by the Board of Directors. During the absence or
disability of the President, the Chairman of the Board shall exercise all of the powers
and discharge all of the duties of the President. In case of the absence or the disability
of the Chairman of the Board, his duties shall be performed by the President, and in case
of the President's absence, by the Vice Chairman of the Board or, with respect to a
shareholder meeting, by such Vice President, Senior Vice President or Executive Vice
President as the Board of Directors may designate.
Section
3.
Vice Chairman of the Board
. If the Board of Directors elects a Vice Chairman of
the Board, he shall be selected from the membership of the Board of Directors. During the
absence or disability of both the Chairman of the Board and the President, or while both
such offices are vacant, he shall preside at all meetings of the Board of Directors.
During the absence or disability of both the President and the Chairman of the Board, or
while both such offices are vacant for any reason, the Vice Chairman of the Board shall
have and may exercise any and all of the powers and duties of the President and of the
Chairman of the Board. At all other times the Vice Chairman of the Board shall be
responsible to the Chairman of the Board and through him (or during the absence or
disability of the Chairman of the Board or while that office is vacant for any reason,
directly) to the Board of Directors for the exercise, performance, and discharge of such
powers, duties, and responsibilities as the Chairman of the Board or the Board of
Directors shall see fit to vest in or delegate to him or which are vested in or imposed
upon him by the bylaws.
Section
4.
President and Chief Executive Officer
. The President shall be selected by and
from among the membership of the Board of Directors. The President shall be (and may
identify himself and execute instruments and other documents using the title of) the Chief
Executive Officer of the corporation and shall, in general, supervise and manage the
business affairs of the corporation, including but not limited to, by discharging all
duties normally and customarily incident to the office of the President and Chief
Executive Officer of a corporation and such other duties and functions as shall be
assigned to him from time to time by the Board of Directors. During the absence or
disability of the Chairman of the Board, or while such office is vacant, the President
shall perform all duties and functions, and while so acting shall have all of the powers
and authority, of the Chairman of the Board.
Section
5.
Vice Presidents
. The Board of Directors may elect or appoint one or more Vice
Presidents and may designate one or more Vice Presidents as Senior Vice Presidents or
Executive Vice Presidents. Unless the Board of Directors shall otherwise provide by
resolution duly adopted by it, or as otherwise provided in these bylaws, such of the Vice
Presidents as shall have been designated Executive or Senior Vice Presidents and who are
members of the Board of Directors in the order specified by the Board of Directors shall
perform the duties and exercise the powers of the President during the absence or
disability of the President if the office of the Chairman of the Board is vacant. The Vice
Presidents shall perform such other duties as may be delegated to them by the Board of
Directors, the Chairman of the Board or the President.
Section
6.
Secretary and Assistant Secretaries
. The Secretary shall issue notices of all
Directors' and shareholders' meeting, and shall attend and keep the minutes of
the same; shall have charge of all corporation books, records and papers; shall be
custodian of the corporate seal, all stock certificates and written contracts of the
corporation; and shall perform all such other duties as are incident to his office. The
Secretary shall also perform such duties as are assigned to him from time to time by the
Board of Directors. The Assistant Secretary or Assistant Secretaries, in the absence or
disability of the Secretary, shall perform the duties and exercise the powers of the
Secretary.
Section
7.
Treasurer and Assistant Treasurers
. The Treasurer shall perform all the duties
incident to the office of treasurer required by the Act and such other duties as from time
to time may be delegated to him by the Board of Directors, the President, or a Senior Vice
President or Executive Vice President designated as the corporation's chief financial
officer. If required by the Board of Directors, he shall keep in force a bond, in form,
amount and with a surety or sureties satisfactory to the Board of Directors, conditioned
for faithful performance of the duties of his office, and for restoration to the
corporation in case of his death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and property of whatever kind in his possession or under
his control belonging to the corporation. The Assistant Treasurer or Assistant Treasurers,
in the absence or disability of the Treasurer, shall perform the duties and exercise the
powers of the Treasurer. If required by the Board of Directors, any Assistant Treasurer
also shall keep in force a bond as provided in this Section.
Section
8.
Indemnification of Directors, Officers and Others
. Pursuant to the provisions of
Article XI of the Articles of Incorporation of the corporation, the corporation shall
indemnify any of its Directors and officers and may indemnify any of its employees and
agents (in each case including such person's heirs, executors, administrators and
legal representatives) in accordance with the following provisions of this bylaw:
A.
Indemnification of Directors and Officers: Claims by Third Parties
. The
               corporation shall, to the fullest extent authorized or permitted by the Act or
               other applicable law, as the same presently exist or may hereafter be amended,
               but, in the case of any such amendment, only to the extent such amendment
               permits the corporation to provide broader indemnification rights than before
               such amendment, indemnify a Director or officer (an "Indemnitee") who
               was or is a party or is threatened to be made a party to a threatened, pending,
               or completed action, suit, or proceeding, whether civil, criminal,
               administrative, or investigative and whether formal or informal, other than an
               action by or in the right of the corporation, by reason of the fact that he or
               she is or was a Director, officer, employee or agent of the corporation, or is
               or was serving at the request of the corporation as a Director, officer,
               partner, trustee, employee, or agent of another foreign or domestic corporation,
               partnership, joint venture, trust, or other enterprise, whether for profit or
               not, against expenses, including attorneys' fees, judgments, penalties,
               fines, and amounts paid in settlement actually and reasonably incurred by him or
               her in connection with the action, suit, or proceeding, if the Indemnitee acted
               in good faith and in a manner he or she reasonably believed to be in or not
               opposed to the best interests of the corporation or its shareholders, and with
               respect to a criminal action or proceeding, if the Indemnitee had no reasonable
               cause to believe his or her conduct was unlawful. The termination of an action,
               suit or proceeding by judgment, order, settlement, conviction, or upon a plea of
               nolo contendere or its equivalent, does not, of itself, create a presumption
               that the Indemnitee did not act in good faith and in a manner which he or she
               reasonably believed to be in or not opposed to the best interests of the
               corporation or its shareholders, and, with respect to a criminal action or
               proceeding, had reasonable cause to believe that his or her conduct was
               unlawful.
B.
Indemnification of Directors and Officers: Claims Brought by or in the Right
               of the Corporation
. The corporation shall, to the fullest extent authorized
               or permitted by the Act or other applicable law, as the same presently exist or
               may hereafter be amended, but, in the case of any such amendment, only to the
               extent such amendment permits the corporation to provide broader indemnification
               rights than before such amendment, indemnify an Indemnitee who was or is a party
               or is threatened to be made a party to a threatened, pending, or completed
               action or suit by or in the right of the corporation to procure a judgment in
               its favor by reason of the fact that he or she is or was a Director, officer,
               employee or agent of the corporation, or is or was serving at the request of the
               corporation as a Director, officer, partner, trustee, employee, or agent of
               another foreign or domestic corporation, partnership, joint venture, trust, or
               other enterprise, whether for profit or not, against expenses, including
               attorneys' fees, and amounts paid in settlement actually and reasonably
               incurred by the Indemnitee in connection with the action or suit, if the
               Indemnitee acted in good faith and in a manner the Indemnitee reasonably
               believed to be in or not opposed to the best interests of the corporation or its
               shareholders. However, indemnification shall not be made under this Section B
               for a claim, issue, or matter in which the Indemnitee has been found liable to
               the corporation unless and only to the extent that the Court in which the action
               or suit was brought has determined upon application that, despite the
               adjudication of liability but in view of all circumstances of the case, the
               Indemnitee is fairly and reasonably entitled to indemnification for the expenses
               which the Court considers proper.
C.
Actions Brought by the Indemnitee
. Notwithstanding the provisions of
               Subsections A and B of this Section 8, the corporation shall not be required to
               indemnify an Indemnitee in connection with an action, suit, proceeding or claim
               (or part thereof) brought or made by such Indemnitee, unless such action, suit,
               proceeding or claim (or part thereof): (i) was authorized by the Board of
               Directors of the corporation; or (ii) was brought or made to enforce this
               Section 8 and the Indemnitee has been successful in such action, suit,
               proceeding or claim (or part thereof).
D.
Approval of Indemnification
. Except as otherwise provided in Subsection G
               of this Section 8, an indemnification under Subsections A or B of this Section
               8, unless ordered by the court, shall be made by the corporation only as
               authorized in the specific case upon a determination that indemnification of the
               Indemnitee is proper in the circumstances because such Indemnitee has met the
               applicable standard of conduct set forth in Subsections A or B of this Section
               8, as the case may be, and upon an evaluation of the reasonableness of expenses
               and amounts paid in settlement. This determination and evaluation shall be made
               in any of the following ways: (a) By a majority vote of a quorum of the Board of
               Directors consisting of Directors who are not parties or threatened to be made
               parties to the action, suit, or proceeding. (b) If a quorum cannot be obtained
               in subsection (a), then by majority vote of a committee of Directors who are not
               parties to the action. The committees shall consist of not less than three (3)
               disinterested Directors. (c) By independent legal counsel in a written opinion.
               (d) By the shareholders.
E.
Advancement of Expenses
. The corporation may pay or reimburse the
               reasonable expenses incurred by an Indemnitee who is a party or threatened to be
               made a party to an action, suit, or proceeding in advance of final disposition
               of the proceeding if all of the following apply: (a) The Indemnitee furnishes
               the corporation a written affirmation of his or her good faith belief that he or
               she has met the applicable standard of conduct set forth in Subsections A and B
               above. (b) The Indemnitee furnishes the corporation a written undertaking,
               executed personally or on his or her behalf, to repay the advance if is
               ultimately determined that he or she did not meet the standard of conduct. (c) A
               determination is made that the facts then known to those making the
               determination would not preclude indemnification under the Act. The undertaking
               required by subsection (b) must be an unlimited general obligation of the
               Indemnitee but need not be secured. Determinations of payments under this
               Section shall be made in the manner specified in Subsection D above.
F.
Partial Indemnification
. If an Indemnitee is entitled to indemnification
               under Subsections A or B of this Section 8 for a portion of expenses, including
               reasonable attorneys' fees, judgments, penalties, fines, and amounts paid
               in settlement, but not for the total amount, the corporation shall indemnify the
               Indemnitee for the portion of the expenses, judgments, penalties, fines, or
               amounts paid in settlement for which the Indemnitee is entitled to be
               indemnified.
G.
Article Provision Eliminating or Limiting Director Liability
. To the
               extent that the Articles of Incorporation of the Corporation include a provision
               eliminating or limiting the liability of a Director pursuant to Section
               209(1)(c) of the Act, the corporation shall indemnify a Director for the
               expenses and liabilities described in this Subsection G without a determination
               that the Director has met the standard of conduct set forth in Subsections A and
               B of this Section 8, but no indemnification may be made except to the extent
               authorized in Section 564c of the Act if the Director received a financial
               benefit to which he or she was not entitled, intentionally inflicted harm on the
               corporation or its shareholders, violated Section 551 of the Act, or
               intentionally committed a criminal act. In connection with an action or suit by
               or in the right of the corporation as described in Subsection B of this Section
               8, indemnification under this Subsection G shall be for expenses, including
               attorneys' fees, actually and reasonably incurred. In connection with an
               action, suit, or proceeding other than an action, suit, or proceeding by or in
               the right of the corporation, as described in Subsection A of this Section 8,
               indemnification under this Subsection G shall be for expenses, including
               attorneys' fees, actually and reasonably incurred, and for judgments,
               penalties, fines, and amounts paid in settlement actually and reasonably
               incurred.
H.
Indemnification of Employees and Agents
. Any person who is not covered by
               the foregoing provisions of this Section 8 and who is or was an employee or
               agent of the corporation, or is or was serving at the request of the corporation
               as a Director, officer, partner, trustee, employee or agent of another foreign
               or domestic corporation, partnership, joint venture, trust or other enterprise,
               whether for profit or not, may be indemnified to the fullest extent authorized
               or permitted by the Act or other applicable law, as the same exists or may
               hereafter be amended, but, in the case of any such amendment, only to the extent
               such amendment permits the corporation to provide broader indemnification rights
               than before such amendment, but in any event only to the extent authorized at
               any time or from time to time by the Board of Directors.
I.
Other Rights of Indemnification
. The indemnification or advancement of
               expenses provided under Subsections A through H of this Section 8 is not
               exclusive of other rights to which a person seeking indemnification or
               advancement of expenses may be entitled under the articles of incorporation,
               bylaws, or a contractual agreement. The total amount of expenses advanced or
               indemnified from all sources combined shall not exceed the amount of actual
               expenses incurred by the person seeking indemnification or advancement of
               expenses. The indemnification provided for in Subsections A through H of this
               Section 8 continues as to a person who ceases to be a Director, officer,
               employee, or agent and shall inure to the benefit of the heirs, executors, and
               administrators of the person.
J.
Definitions
. "Other enterprises" shall include employee benefit
               plans; "fines" shall include any excise taxes assessed on a person
               with respect to an employee benefit plan; and "serving at the request of
               the corporation" shall include any service as a Director, officer,
               employee, or agent of the corporation which imposes duties on, or involves
               services by, the Director, officer, employee or agent with respect to an
               employee benefit plan, its participants or its beneficiaries; and a person who
               acted in good faith and in a manner he or she reasonably believed to be in the
               interest of the participants and beneficiaries of an employee benefit plan shall
               be considered to have acted in a manner "not opposed to the best interests
               of the corporation or its shareholders" as referred to in Subsections A and
               B of this Section 8.
K.
Liability Insurance
. The corporation shall have the power to purchase and
               maintain insurance on behalf of any person who is or was a Director, officer,
               employee or agent of the corporation or is or was serving at the request of the
               corporation as a Director, officer, partner, trustee, employee or agent of
               another corporation, partnership, joint venture, trust, or other enterprise,
               whether for profit or not, against any liability asserted against him or her and
               incurred by him or her in any such capacity or arising out of his or her status
               as such, whether or not the corporation would have power to indemnify him or her
               against liability under the pertinent provisions of the Act.
L.
Enforcement
. If a claim under this Section 8 is not paid in full by the
               corporation within thirty (30) days after a written claim has been received by
               the corporation, the claimant may at any time thereafter bring suit against the
               corporation to recover the unpaid amount of the claim, and, if successful in
               whole or in part, the claimant shall be entitled to be paid also the expense of
               prosecuting such claim. It shall be a defense to any such action (other than an
               action brought to enforce a claim for expenses incurred in defending any
               proceeding in advance of its final disposition where the required undertaking,
               if any is required, has been tendered to the corporation) that the claimant has
               not met the standards of conduct which make it permissible under the Act for the
               corporation to indemnify the claimant for the amount claimed, but the burden of
               proving such defense shall be on the corporation. Neither the failure of the
               corporation (including its Board of Directors, a committee thereof, independent
               legal counsel, or its shareholders) to have made a determination prior to the
               commencement of such action that indemnification of the claimant is proper in
               the circumstances because such claimant has met the applicable standard of
               conduct set forth in the Act nor an actual determination by the corporation
               (including its Board of Directors, a committee thereof, independent legal
               counselor its shareholders) that the claimant has not met such applicable
               standard of conduct, shall be a defense to the action or create a presumption
               that the claimant has not met the applicable standard of conduct.
M.
Contract with the Corporation
. The right to indemnification conferred in
               this Section 8 shall be deemed to be a contract right between the corporation
               and each Director or officer who serves in any such capacity at any time while
               this Section 8 is in effect, and any repeal or modification of this Section 8
               shall not affect any rights or obligations then existing with respect to any
               state of facts then or theretofore existing or any action, suit or proceeding
               theretofore or thereafter brought or threatened based in whole or in part upon
               any such state of facts.
N.
Application to a Resulting or Surviving Corporation or Constituent
               Corporation
. The definition for "corporation" found in Section 569
               of the Act, as the same exists or may hereafter be amended is, and shall be,
               specifically excluded from application to this Section 8. The indemnification
               and other obligations set forth in this Section 8 of the corporation shall be
               binding upon any resulting or surviving corporation after any merger or
               consolidation with the corporation. Notwithstanding anything to the contrary
               contained herein or in Section 569 of the Act, no person shall be entitled to
               the indemnification and other rights set forth in this Section 8 for acting as a
               Director or officer of another corporation prior to such other corporation
               entering into a merger or consolidation with the corporation.
O.
Severability
. Each and every paragraph, sentence, term and provision of
               this Section 8 shall be considered severable in that, in the event a court finds
               any paragraph, sentence, term or provision to be invalid or unenforceable, the
               validity and enforceability, operation, or effect of the remaining paragraphs,
               sentences, terms, or provisions shall not be affected, and this Section 8 shall
               be construed in all respects as if the invalid or unenforceable matter had been
               omitted.
ARTICLE VI
Dividends and Finance
Section
1.
Dividends
. Dividends, to be paid out of the surplus earnings of the corporation,
or as otherwise permitted in accordance with the provisions of the governing statute, may
be declared from time to time by resolution of the Board of Directors; but no dividend
shall be paid that will impair the capital of the corporation. Dividends may be paid in
cash, in property or in shares of the capital stock, subject to any provisions of the
governing statute or the Articles of Incorporation.
Section
2.
Deposits
. The funds of the corporation shall be deposited in such banks or trust
companies as the Directors shall designate and shall be withdrawn only upon checks issued
and signed in accordance with regulations adopted by the Board of Directors.
Section
3.
Checks
. All checks, drafts and orders for the payment of money shall be signed
in the name of the corporation in such manner and by such officer or officers or such
other person or persons as the Board of Directors shall from time to time designate for
that purpose.
ARTICLE VII
Fiscal Year
Section
1. The fiscal year of this corporation shall end on the last Saturday of April each year.
The fiscal year may be changed by the Board of Directors by resolution of the Board of
Directors.
ARTICLE VIII
Amendments
These
bylaws may be altered, amended or repealed in whole or in part and new bylaws may be
adopted either:
(a)       
               By the affirmative vote of the holders of record of not less than 67% of the
               outstanding stock of the Corporation entitled to vote in elections of Directors;
               or
(b)       
               By the affirmative vote of a majority of the Board of Directors at any meeting
               of the Board, or by written consent signed by all members of the Board of
               Directors; provided, however, no such alteration, amendment or repeal of Article
               VIII (a) of these bylaws shall be made by the Board of Directors or be effective
               unless such alteration, amendment or repeal shall be first approved by the
               affirmative vote of the holders of record of not less than 67% of the
               outstanding stock of the corporation entitled to vote in elections of Directors.
ARTICLE IX
General Provisions
Section
1.
Distributions in Cash or Property
. The Board of Directors may authorize and the
corporation may make distributions to its shareholders subject to restriction by the
Articles of Incorporation and/or unless otherwise limited by the Articles of
Incorporation, these bylaws or the Act.
Section
2.
Reserves
. The Board of Directors shall have power and authority to set apart
such reserve or reserves, for any proper purpose, as the Board in its discretion shall
approve, and the Board shall have the power and authority to abolish any reserve created
by the Board.
Section
3.
Voting Securities
. Unless otherwise directed by the Board of Directors, the
President or in the case of his absence or inability to act, the Chairman of the Board or
the Vice Chairman of the Board, or in the case of their absence or inability to act, the
Vice Presidents, including Senior or Executive Vice Presidents, in order of their
seniority, shall have full power and authority on behalf of the corporation to attend and
to act and to vote, or to execute in the name or on behalf of the corporation a consent in
writing in lieu of a meeting of shareholders or a proxy authorizing an agent or
attorney-in-fact for the corporation to attend and vote at any meetings of security
holders of corporations in which the corporation may hold securities, and at such meetings
he or his duly authorized agent or attorney-in-fact shall possess and may exercise on
behalf of the corporation any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the corporation might have possessed and
exercised if present. The Board of Directors by resolution from time to time may confer
like power upon any other person or persons.
Section
4.
Contracts, Conveyances, Etc
. When the execution of any contract, conveyance or
other instrument has been authorized without specification of the executing officers, the
Chairman of the Board, the Vice Chairman of the Board, the President or any Vice
President, and the Secretary or any Assistant Secretary, may execute the same in the name
and on behalf of this corporation and may affix the corporate seal thereto. The Board of
Directors shall have power to designate the officers and agents who shall have authority
to execute any instrument in behalf of the corporation.
Section
5.
Corporate Books and Records
. The corporation shall keep books and records of
account and minutes of the proceedings of its shareholders, Board of Directors and
executive committees, if any. The corporation shall keep at its registered office, or at
the office of its transfer agent in or outside the State of Michigan, records containing
the names and addresses of all shareholders, the number, class and series of shares held
by each and the dates when they respectively became holders of record. Any of the books,
records or minutes may be in written form or in any other form capable of being converted
into written form within a reasonable time. The corporation shall convert into written
form without charge any record not in written form, unless otherwise requested by a person
entitled to inspect the records.
Section
6.
Seal
. The seal of the corporation shall have inscribed thereon the name of the
corporation and the words "Corporate Seal" and "Michigan." The seal
may be used by causing it or a facsimile to be affixed, impressed or reproduced in any
other manner.
Section
7.
Electronic Notices and Communications
. If a notice is required or permitted by
these bylaws to be given in writing, electronic transmission is written notice.
"Electronic transmission" or "electronically transmitted" means any
form of communication that meets all of the following:
(a)       
          It does not directly involve the physical transmission of paper.
(b)       
          It creates a record that may be retained and retrieved by the recipient.
(c)       
          It may be directly reproduced in paper form by the recipient through an
          automated process.
If a notice or communication is
permitted by these bylaws to be transmitted electronically, the notice or communication is
given when electronically transmitted to the person entitled to the notice or
communication in a manner authorized by the person.