B Y L A W S
OF
HERMAN MILLER, INC.
A MICHIGAN CORPORATION
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation
shall be as specified in the Articles of Incorporation or such other place as
determined by the Board of Directors upon filing proper notice thereof with the
State of Michigan. The Corporation shall keep 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 thereof, at
its registered office or at the office of its transfer agent.
Section 2. Other Offices. The business of the Corporation may be
transacted in such locations other than the registered office, within or
outside the State of Michigan, as the Board of Directors may from time to time
determine, or as the business of the Corporation may require.
ARTICLE II
CAPITAL STOCK
Section 1. Stock Certificates. Certificates representing shares of the
Corporation shall be in such form as is approved by the Board of Directors.
Certificates shall be signed by the chairman of the Board of Directors, vice
chairman of the Board of Directors, president or a vice president, and may also
be signed by another officer of the Corporation. The certificate may be sealed
with the seal of the Corporation, or a facsimile thereof. The signatures of the
officers may be facsimiles. If an officer who has signed, or whose facsimile
signature has been placed upon, a certificate ceases to be such officer before
the certificate is issued, it may be issued by the Corporation with the same
effect as if he or she were such officer at the date of issue.
Section 2. Replacement of Lost or Destroyed Certificates. If a stock
certificate is lost or destroyed, no new certificate shall be issued in place
thereof until the Corporation has received from the registered holder such
assurances, representations, warranties and/or guarantees as the Board of
Directors, in its sole discretion, shall deem advisable, and until the
Corporation receives sufficient indemnification protecting it against any claim
that may be made on account of such lost or destroyed certificate, or the
issuance of any new certificate in place thereof, including an indemnity bond
in such amount and with sureties, if any, as the Board of Directors, in its
sole discretion, deems advisable.
Section 3. Transfer of Shares. Shares of stock of the Corporation shall be
transferable only upon the books of the Corporation. The old certificates shall
be surrendered to the Corporation by delivery thereof to the person in charge
of the stock transfer books of the Corporation or to such other person as the
Board of Directors may designate, properly endorsed for transfer, and such
certificates shall be canceled before a new certificate is issued. The
Corporation shall be entitled to treat the person in whose name any share,
right or option is registered as the owner thereof for all purposes, and shall
not be bound to recognize any equitable or other claim with
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respect thereto, regardless of any notice thereof, except as may be
specifically required by the laws of the State of Michigan.
Section 4. Rules Governing Stock Certificates. The Board of Directors
shall have the power and authority to make all such rules and regulations as
they may deem expedient concerning the issue, transfer and registration of
certificates of stock, and may appoint a transfer agent and/or a registrar of
transfer, and may require all such certificates to bear the signature of such
transfer agent and/or of such registrar of transfers.
Section 5. Record Date for Share Dividends, Distributions and Other
Actions. 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 relating to the
corporate action is adopted.
Section 6. Dividends. The Board of Directors, in its discretion, may from
time to time declare and direct payment of dividends or other distributions
upon the Corporation's outstanding shares. Dividends may be paid in money or
other property, subject to the limitations of the Michigan Business Corporation
Act.
Section 7. Acquisition of Shares. Subject to the limitations of the
Michigan Business Corporation Act, the Board of Directors may authorize the
Corporation to acquire its own shares, and shares so acquired shall constitute
authorized but unissued shares, except that shares of the Corporation acquired
by it may be pledged as security for the payment of the purchase price of the
shares and, until the purchase price is paid by the Corporation, such shares
are not canceled and do not constitute authorized but unissued shares. In such
event, the acquired and pledged shares shall not be voted directly or
indirectly at any meeting or otherwise, shall not be counted in determining the
total number of issued shares entitled to vote at any given time, and, upon
payment of the purchase price, are canceled and constitute authorized but
unissued shares.
Section 8. Redemption of Control Shares. Control shares acquired in a
control share acquisition, with respect to which no acquiring person statement
has been filed with the Corporation, shall, at any time during the period
ending sixty (60) days after the last acquisition of control shares or the
power to direct the exercise of voting power of control shares by the acquiring
person, be subject to redemption by the Corporation. After an acquiring person
statement has been filed with the Corporation and after the meeting at which
the voting rights of the control shares acquired in a control share acquisition
are submitted to the shareholders, the shares shall be subject to redemption by
the Corporation unless the shares are accorded full voting rights by the
shareholders as provided in Section 798 of the Michigan Business Corporation
Act. Redemptions of shares pursuant to this bylaw shall be at the fair value of
the shares pursuant to procedures adopted by the Board of Directors of the
Corporation.
The terms 'control shares,' 'control share acquisition,' 'acquiring person
statement,' 'acquiring person,' and 'fair value,' as used in this bylaw, shall
have the meanings ascribed to them, respectively, in Chapter 7B (known as the
Stacey, Bennett and Randall shareholder equity act) of the Michigan Business
Corporation Act.
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ARTICLE III
SHAREHOLDERS
Section 1. Place of Meetings. Meetings of shareholders shall be held at
the registered office of the Corporation or at such other place, within or
outside the State of Michigan, as may be determined from time to time by the
Board of Directors, provided however, if a meeting of shareholders is to be
held at a place other than the registered office of the Corporation, the notice
of the meeting shall designate such place.
Section 2. Annual Meeting. Annual meetings of shareholders for election of
directors and for such other business as may come before the meeting shall be
held at a date designated by the Board of Directors within five months after
the end of each fiscal year of the Corporation. If the annual meeting is not
held on the date so designated, the Board of Directors shall cause the meeting
to be held as soon thereafter as convenient.
Section 3. Special Meetings. Special meetings of shareholders may be
called by the chairman or vice chairman of the Board, the president or the
secretary and shall be called by one of them pursuant to resolution therefor by
the Board of Directors, or upon receipt by them of a request in writing,
stating the purpose or purposes thereof, and signed by any five of the
directors.
Section 4. Record Date for Notice and Vote. 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 be not 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 4, the determination
applies to any adjournment of the meeting, unless the Board fixes a new record
date under this section for the adjourned meeting.
For the purpose of determining shareholders entitled to express consent to
or to dissent from a proposal without 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 and shall be not more than ten (10)
days after the Board resolution. If a record date is not fixed and prior action
by the Board is required with respect to the corporate action to be taken
without a meeting, the record date shall be the close of business on the day on
which the resolution of the Board is adopted. If a record date is not fixed and
prior action by the Board is not required, the record date shall be the first
date on which a signed written consent is delivered to the Corporation as
provided in Section 407 of the Michigan Business Corporation Act.
Section 5. Notice of Shareholder Meetings. Written notice of the time,
place and purposes of any meeting of shareholders shall be given not less than
ten (10) nor more than sixty (60) days before the date of the meeting to each
shareholder of record entitled to vote at the meeting. Such notice may be given
either by delivery in person to such shareholders or by mailing such notice to
shareholders at their addresses as the same appear on the stock books of the
Corporation.
A shareholder's attendance at a meeting, in person or by proxy,
constitutes a waiver of the shareholder's objection to lack of notice or
defective notice of the meeting unless, at the beginning of the meeting, the
shareholder objects to holding the meeting or transacting business
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at the meeting, and constitutes a waiver of the shareholder's objection to
consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter when it is presented.
Section 6. Voting Lists. The Corporation's officer or agent having charge
of its stock transfer books shall prepare and certify a complete list of the
shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof, which list shall be arranged alphabetically within each class and
series, and shall show the address of and number of shares held by each
shareholder. The list shall be produced at the time and place of the meeting of
shareholders and be subject to inspection by any shareholder at any time during
the meeting. The list shall be prima facie evidence as to who are the
shareholders entitled to examine the list or to vote at the meeting. If for any
reason the requirements with respect to the shareholder list specified in this
Section 6 of Article III have not been complied with, any shareholder, either
in person or by proxy, who in good faith challenges the existence of sufficient
votes to carry any action at the meeting, may demand that the meeting be
adjourned and the same shall be adjourned until the requirements are complied
with, provided however, that failure to comply with such requirements does not
affect the validity of any action taken at the meeting before such demand is
made.
Section 7. Voting. Except as may otherwise be provided in the Articles of
Incorporation or bylaws of the Corporation, each shareholder entitled to vote
at a meeting of shareholders, or to express consent or dissent without a
meeting, shall be entitled to one (1) vote, in person or by proxy, for each
share of stock entitled to vote held by such shareholder, provided however, no
proxy shall be voted after three (3) years from its date unless such proxy
provides for a longer period. A vote may be cast either orally or in writing as
announced or directed by the chairperson of the meeting prior to the taking of
the vote. When an action other than the election of directors is to be taken by
vote of the shareholders, it shall be authorized by a majority of the votes
cast by the holders of shares entitled to vote thereon, unless a greater vote
is required by express requirement of the Michigan Business Corporation Act or
of the Articles of Incorporation, in which case such express provision shall
govern and control the decision of such question. Except as otherwise expressly
required by the Articles of Incorporation, directors shall be elected by a
plurality of the votes cast at an election.
Section 8. Quorum. Except as may otherwise be provided in the Articles of
Incorporation, shares entitled to cast a majority of the votes at a meeting
constitute a quorum. Meetings at which less than a quorum is represented may be
adjourned by a vote of a majority of the shares present to a further date
without further notice other than the announcement at such meeting, and, when
the quorum shall be present upon such adjourned date, any business may be
transacted which might have been transacted at the meeting as originally
called. Shareholders present in person or by proxy at any meeting of
shareholders may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 9. Conduct of Meetings. The chairman of the Board of Directors or
the chairman's designee shall call meetings of the shareholders to order and
shall act as chairman of such meetings. The secretary of the Corporation shall
act as secretary of all meetings of shareholders but, in the absence of the
secretary at any meeting of shareholders or the secretary's inability or
election not to act as secretary, the presiding officer may appoint any person
to act as secretary of the meeting.
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Section 10. Inspector of Elections. The Board of Directors may, in advance
of a meeting of shareholders, appoint one or more inspectors to act at the
meeting or any adjournment thereof. If inspectors are not so appointed, or an
appointed inspector fails to appear or act, the person presiding at the meeting
of shareholders may and, on request of a shareholder entitled to vote thereat,
shall appoint one or more persons to fill such vacancy or vacancies, or to act
as inspector. The inspector(s) 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 results, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders.
Section 11. Notification of Nominations. Nominations for the election of
directors may be made by the Board of Directors or by a shareholder entitled to
vote in the election of directors. A shareholder entitled to vote in the
election of directors, however, may make such a nomination only if written
notice of such shareholder's intent to do so has been given, either by personal
delivery or by United States mail, postage prepaid, and received by the
Corporation (a) with respect to an election to be held at an annual meeting of
shareholders, not later than sixty (60) days in advance of the date of such
meeting, and (b) with respect to an election to be held at a special meeting of
shareholders called for that purpose, not later than the close of business on
the tenth (10th) day following the date on which notice of the special meeting
was first mailed to the shareholders by the Corporation.
Each shareholder's notice of intent to make a nomination shall set forth:
(a) the names and addresses of the shareholder who intends to
make the nomination and of the person or persons to be nominated;
(b) a representation that the shareholder (i) is a holder of
record of stock of the Corporation entitled to vote at such meeting,
(ii) will continue to hold such stock through the date on which the
meeting is held, and (iii) intends to appear in person or by proxy
at the meeting to nominate the person or persons specified in the
notice;
(c) a description of all arrangements or understandings between
the shareholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination is
to be made by the shareholder;
(d) such other information regarding each nominee proposed by
such shareholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had the nominee been nominated by the Board of
Directors; and
(e) the consent of each nominee to serve as a director of the
Corporation if so elected.
The chairman of the meeting may refuse to acknowledge the nomination of any
person nominated by a shareholder whose nomination is not made in compliance
with the foregoing procedure.
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Section 12. Notification of Other Shareholder Proposals. The Board of
Directors of the Corporation shall submit for consideration and vote by the
shareholders, at any meeting of the shareholders, only those proposals that are
first brought before the meeting by or at the direction of the Board of
Directors, or by any shareholder entitled to vote at such meeting (a) who
submits to the Corporation a timely Notice of Proposal in accordance with the
requirements of this Section 12 and the proposal is a proper subject for action
by shareholders under Michigan law, or (b) whose proposal is included in the
Corporation's proxy materials in compliance with all the requirements set forth
in the applicable rules and regulations in the Securities and Exchange
Commission.
Each shareholder's Notice of Proposal shall set forth:
(a) The name and address of the shareholder submitting the
proposal, as they appear on the Corporation's books and records;
(b) A representation that the shareholder (i) is a holder of
record of stock of the Corporation entitled to vote at such meeting,
(ii) will continue to hold such stock through the date on which the
meeting is held, and (iii) intends to appear in person or by proxy
at the meeting to submit the proposal for shareholder vote;
(c) A brief description of the proposal desired to be submitted
to the meeting for shareholder vote and the reasons for conducting
such business at the meeting; and
(d) A description of any financial or other interest of such
shareholder in the proposal.
A Notice of Proposal must be given, either by personal delivery or by
United States mail, postage prepaid, and received by the Corporation not less
than thirty (30) days prior to the date of the originally scheduled meeting,
regardless of any adjournments thereof to a later date; provided that, if less
than forty (40) days' notice of the shareholder meeting is given by the
Corporation, the Notice of Proposal must be received by the Corporation not
later than the close of business on the tenth (10th) day following the date on
which the notice of the scheduled meeting was first mailed to the shareholders.
The secretary of the Corporation shall notify a shareholder in writing
whether his or her Notice of Proposal has been made in accordance with all the
requirements of this Section 12. The chairman of the meeting may refuse to
acknowledge the proposal of any shareholder not made in compliance with all
such requirements.
ARTICLE IV
DIRECTORS
Section 1. Authority and Size of Board. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. The number of directors of the Corporation (exclusive of directors
to be elected by the holders of any one or more series of the preferred stock
voting separately as a class or classes) that shall constitute the Board of
Directors shall be eleven (11), unless otherwise determined from time to time
by resolution adopted by the affirmative vote of:
(a) At least eighty percent (80%) of the Board of Directors,
and
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(b) A majority of the Continuing Directors (as defined in
Article IX of the Articles of Incorporation).
Section 2. Classification of Board and Filling of Vacancies. Subject to
applicable law, the directors shall be divided into three (3) classes, each
class to be as nearly equal in number as possible. The directors of the first
class shall hold office until the annual meeting of stockholders to be held in
1984 and until their respective successors are duly elected and qualified or
their resignation or removal. The directors of the second class shall hold
office until the annual meeting of stockholders to be held in 1985 and until
their respective successors are duly elected and qualified or their resignation
or removal. The directors of the third class shall hold office until the annual
meeting of stockholders to be held in 1986 and until their respective
successors are duly elected and qualified or their resignation or removal.
Subject to the foregoing and to the last sentence of this first paragraph of
Section 2 of Article IV, at each annual meeting of stockholders, commencing at
the annual meeting to be held in 1984, the successors to the class of directors
whose term shall then expire shall be elected to hold office until the third
succeeding annual meeting and until their successors shall be duly elected and
qualified or their resignation or removal. Any vacancies in the Board of
Directors for any reason, and any newly created directorships resulting from
any increase in the number of directors, may be filled only by the Board of
Directors, acting by vote of a majority of the Continuing Directors and at
least eighty percent (80%) of the Board of Directors, and any directors so
chosen shall hold office until the next annual meeting of stockholders and
until their respective successors shall be duly elected and qualified or their
resignation or removal. No decrease in the number of directors shall shorten
the term of any incumbent director. No person shall be elected as a director
(a) after he or she attains age seventy (70) or (b) for a term which expires
later than the annual meeting of stockholders at or before which such person
attains age seventy (70).
Notwithstanding the foregoing, and except as otherwise required by law,
whenever the holders of any one or more series of preferred stock shall have
the right, voting separately as a class, to elect one or more directors of the
Corporation (a) the terms of the director or directors elected by such holders
shall expire at the next succeeding annual meeting of stockholders and
vacancies created with respect to any directorship of the directors so elected
may be filled in the manner specified by such preferred stock, and (b) this
Section 2 of Article IV shall be deemed to be construed and/or modified so as
to permit the full implementation of the terms and conditions relating to
election of directors of any series of preferred stock that has been or may be
designated by the Board of Directors.
Section 3. Resignation and Removal of Directors. A director may resign by
written notice to the Corporation, which resignation is effective upon its
receipt by the Corporation or at a subsequent time as set forth in the written
notice of resignation. Notwithstanding any other provisions of the Articles of
Incorporation or the Bylaws of the Corporation, any one or more directors of
the Corporation may be removed at any time, with or without cause, but only by
either (a) the affirmative vote of a majority of the Continuing Directors and
at least eighty percent (80%) of the Board of Directors, or (b) the affirmative
vote, at a meeting of the stockholders called for that purpose, of the holders
of at least eighty percent (80%) of the voting power of the then outstanding
shares of capital stock of the Corporation entitled to vote generally in the
election of directors voting together as a single class.
Notwithstanding the foregoing, and except as otherwise required by law,
whenever the holders of any one or more series of preferred stock shall have
the right, voting separately as a class, to elect one or more directors of the
Corporation, the provision of this Section 3 of Article IV shall not apply with
respect to the director or directors elected by such holders of preferred
stock.
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Section 4. Place of Meetings and Records. The directors shall hold their
meetings and maintain the minutes of the proceedings of meetings of
shareholders, Board of Directors, and committees, if any, and keep the books
and records of account for the Corporation in such place or places, within or
outside the State of Michigan, as the Board may from time to time determine.
Section 5. Annual Meetings of Directors. The newly elected directors shall
hold their first meeting, without notice other than this bylaw, at the same
place and immediately after the annual meeting of the shareholders at which
they are elected, or the time and place of such meeting may be fixed by consent
in writing of all the directors.
Section 6. Regular Meetings of the Board. Regular meetings of the Board of
Directors may be held without notice at such time and at such place as shall
from time to time be determined by the Board or by the chairman or vice
chairman of the Board of Directors, or the president. Any notice given of a
regular meeting need not specify the business to be transacted or the purpose
of the meeting.
Section 7. Special Meetings of the Board. Special meetings of the Board
may be called by the chairman or vice chairman of the Board of Directors or the
president on at least two (2) days' notice to each director by mail or
overnight courier or twenty-four (24) hours' notice either personally, by
telephone, by telegram, by facsimile or by electronic or digital transmission.
Special meetings shall be called by any one of them in like manner and on like
notice on the written request of any two (2) directors. The notice need not
specify the business to be transacted or the purpose of the special meeting.
The notice shall specify the place of the special meeting.
Section 8. Meeting Attendance or Participation as Waiver of Notice. A
director's attendance at or participation in a meeting waives any required
notice to him or her of the meeting unless he or she at the beginning of the
meeting, or upon his or her arrival, objects to the meeting or the transacting
of business at the meeting and does not thereafter vote for or assent to any
action taken at the meeting.
Section 9. Meeting Participation by Means of Communication Equipment.
Members of the Board of Directors or any committee designated by the Board of
Directors may participate in a meeting of the Board of Directors or of such
committee by means of a conference telephone or similar communication equipment
by means of which all persons participating in the meeting can communicate with
the other participants, and participation in a meeting pursuant to this
paragraph shall constitute presence in person at such meeting.
Section 10. Quorum and Vote. At all meetings of the Board or a committee
thereof, a majority of the members of the Board of Directors then in office or
members of such committee, but not less than two (2) (if there are at least two
members of the Board or such committee) shall constitute a quorum for the
transaction of business. The act of a majority of the members present at any
meeting at which there is a quorum shall be the act of the Board of Directors
or the committee. If a quorum shall not be present at any meeting of the Board
of Directors or a committee, the members present may adjourn the meeting from
time to time and to another place without notice other than announcement at the
meeting until a quorum shall be present.
Section 11. Action Without Meeting. Any action required or permitted to be
taken pursuant to authorization voted at a meeting of the Board of Directors,
or of any committee thereof, may be taken without a meeting if, before or after
the action, all members of the Board of Directors then in office or of such
committee consent thereto in writing. Such written
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consent shall be filed with the minutes of the proceedings of the Board of
Directors or committee. The consent has the same effect as a vote of the Board
of Directors or such committee for all purposes.
Section 12. Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member of any
committee. In the absence or in the event of the disqualification of a member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. A committee and
each member thereof shall serve at the pleasure of the Board.
Any committee, to the extent provided in the resolution of the Board or in
these Bylaws, shall have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. No committee, however, shall have the power or authority to amend
the Articles of Incorporation or Bylaws of the Corporation, adopt an agreement
of merger or share exchange, recommend to the shareholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommend to the shareholders a dissolution of the Corporation or a revocation
of a dissolution, or fill vacancies in the Board of Directors. The committee
shall not have the power or authority to declare a distribution, dividend or
authorize the issuance of shares unless such power is granted to such committee
by specific resolution of the Board of Directors. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors. The committees shall keep regular
minutes of their proceedings and report the same to the Board when required. If
a committee is designated as an Executive Committee, its members shall consist
of the Chief Executive Officer, and such other directors as shall be designated
by the Board of Directors.
Section 13. Compensation. By affirmative vote of a majority of directors
in office, and irrespective of the personal interest of any of them, the Board
of Directors may establish reasonable compensation for directors for services
to the Corporation as directors, officer, or members of committees. Directors
may be paid a fixed sum for attendance at each meeting of the Board or of a
committee, or an annual salary or retainer, or issued shares of company common
stock or any combination of the above. Directors may also be reimbursed for
reasonable expenses incurred in attending each meeting of the Board or meeting
of a committee.
Section 14. Directors Emeritus. A director who has served the Corporation
with distinction and who has retired from the Board may be elected a Director
Emeritus by the affirmative vote of a majority of the full Board of Directors.
A Director Emeritus shall be elected for life, subject only to his or her
resignation or removal by vote of a majority of the full Board of Directors. A
Director Emeritus shall not have any of the responsibilities or liabilities of
a director, or any of a director's rights, powers, privileges or compensation.
Reference in these Bylaws to 'directors' shall not mean or include Directors
Emeritus.
Section 15. Evaluation of Certain Offers. The Board of Directors shall not
approve, adopt or recommend any offer of any person or entity, other than the
Corporation, to make a tender or exchange offer for any capital stock of the
Corporation, to merge or consolidate the Corporation with any other entity or
to purchase or otherwise acquire all or substantially all of the assets or
business of the Corporation unless and until the Board of Directors shall have
first evaluated the offer and determined that the offer would be in compliance
with all applicable laws and that the
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offer is in the best interests of the Corporation and its stockholders.
In connection with its evaluation as to compliance with laws, the Board of
Directors may seek and rely upon an opinion of legal counsel independent from
the offeror and it may test such compliance with laws in any state or federal
court or before any state or federal administrative agency which may have
appropriate jurisdiction. In connection with its evaluation as to the best
interests of the Corporation and its stockholders, the Board of Directors shall
consider all factors which it deems relevant, including without limitation:
(a) The adequacy and fairness of the consideration to be
received by the Corporation and/or its stockholders under the offer
considering historical trading prices of the Corporation's stock,
the price that might be achieved in a negotiated sale of the
Corporation as a whole, premiums over trading prices which have been
proposed or offered with respect to the securities of other
companies in the past in connection with similar offers and the
future prospects for this Corporation and its business;
(b) The potential social and economic impact of the offer and
its consummation on this Corporation, its employees, customers and
vendors; and
(c) The potential social and economic impact of the offer and
its consummation on the communities in which the Corporation and any
subsidiaries operate or are located.
ARTICLE V
OFFICERS
Section 1. Officers. The officers of the Corporation shall consist of a
president, a treasurer, and a secretary, all of whom shall be elected by the
Board of Directors. In addition, the Board of Directors may elect a chairman of
the Board of Directors, a vice chairman of the Board of Directors, one or more
vice presidents (the number thereof to be determined by the Board of Directors)
and such assistant secretaries and assistant treasurers as desired. Each
officer shall hold his office until his successor is elected and qualified or
until his earlier resignation or removal. None of the officers of the
Corporation, other than the chairman, the vice chairman, and the president need
be directors. The officers shall be elected at the first meeting of the Board
of Directors after each annual meeting of Shareholders and may be elected at
any other meeting. Any two or more offices may be held by the same person, but
an officer shall not execute, acknowledge or verify any instrument in more than
one capacity if the instrument is required by law to be executed, acknowledged
or verified by two or more officers.
Section 2. Other Officers and Agents. The Board of Directors may appoint
such other officers and agents as it may deem advisable, who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the Board of Directors. The Board
may, by specific resolution, empower the chairman, the president or the
Executive Committee, if such a committee has been designated by the Board, to
appoint such officers or agents.
Section 3. Removal. The chairman, vice chairman and president may be
removed at any time, with or without cause, but only by the affirmative vote of
a majority of the whole Board of Directors. All vice presidents, the secretary
and the treasurer may be removed at any time, with or without cause, by the
president or by majority vote of directors present at any meeting. Any
assistant secretary or assistant treasurer, or subordinate officer or agent
appointed pursuant to Section 2 of this Article, may be removed at any time,
with or without cause, by majority vote of
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directors present at any meeting, by the president, or by any committee or
other officer empowered so to do by resolution of the Board.
Section 4. Chairman and Vice Chairman. The chairman of the Board of
Directors shall preside at all meetings of the Board of Directors and at all
meetings of shareholders. The chairman shall also perform such other duties as
from time to time may be assigned to him or her by the Board of Directors.
If the chairman dies or is unable to perform the duties of the chairman
for any other reason, the vice chairman shall preside at all meetings of the
shareholders and at all meetings of the Board of Directors. The vice chairman
shall not succeed to any of the other rights, powers or duties of the chairman.
The vice chairman shall also perform such other duties as from time to time may
be assigned to him or her by the Board of Directors.
Section 5. President. The president shall be the chief executive officer
of the corporation, shall have general supervision, direction and control of
the business of the Corporation and shall have the general powers and duties of
management usually vested in or incident to the office of the president and
chief executive officer of a corporation. The president shall be a member of
the Executive Committee, if such a committee is designated by the Board of
Directors. In the absence or inability to act of the chairman and vice chairman
of the Corporation, the president shall preside at all meetings of the
shareholders and all meetings of the Board of Directors. The president shall
also have such other powers and duties as from time to time may be assigned to
him or her by the Board of Directors. Except as the Board of Directors shall
authorize the execution thereof in some other manner, the president shall
execute bonds, mortgages and other contracts in behalf of the Corporation and
shall cause the seal to be affixed to any instrument requiring it. If the
president dies or becomes unable to perform the duties of this office for any
other reason, the Board of Directors shall appoint a successor to be the
president of the Corporation.
Section 6. Vice Presidents. Each vice president shall have such powers and
shall perform such duties as shall be assigned to him or her by the Board of
Directors, and may be designated by such special title as the Board of
Directors shall approve.
Section 7. Treasurer. The treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation. The treasurer
shall deposit all monies and other valuables in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors or the president, taking proper vouchers for
such disbursements. The treasurer shall render to the president and Board of
Directors at the regular meetings of the Board of Directors, or whenever they
may request it, an account of all his or her transactions as treasurer and of
the financial condition of the financial condition of the Corporation. In
general, the treasurer shall perform all the duties incident to the office of
treasurer and such other duties as may be assigned to him or her by the Board
of Directors of the president.
Section 8. Secretary. The secretary shall give, or cause to be given,
notice of all meetings of shareholders and directors required by law or by
these Bylaws, and all other notices so required. If the secretary is absent or
refuses or neglects, so to do, any such notice may be given by any person
directed to do so by the chairman or vice chairman of the Board of Directors,
the president, or by the directors upon whose written request the meeting is
called as provided in these Bylaws. Unless otherwise directed by the Board of
Directors, the secretary shall record all the proceedings of the meetings of
the Corporation and of the directors in one or more books to
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be kept for that purpose, and shall perform all duties incident to the
office of the secretary and such other duties as may be assigned to him or her
by the directors, the chairman of the Board of Directors, or the president. The
secretary shall have the custody of the seal of the Corporation and shall affix
the same to all instruments requiring it, when authorized by the directors, the
chairman of the Board of Directors, or the president, and attest the same.
Section 9. Assistant Treasurers and Assistant Secretaries. Assistant
treasurers and assistant secretaries, if any shall be elected, shall have such
powers and shall perform such duties as shall be assigned to them,
respectively, by the treasurer or the secretary, respectively, or by the
president or the Board of Directors.
Section 10. Salaries. The salaries and other compensations of the officers
shall be fixed from time to time by or under the direction of the Board of
Directors. No officer shall be prevented from receiving a salary or other
compensation by reason of the fact that he or she is also a director of the
Corporation.
Section 11. Bonds. If the Board of Directors shall so require, the
treasurer, any assistant treasurer and any other officer or agent of the
Corporation shall give bond to the Corporation in such amount and with such
surety as the Board of Directors may deem sufficient, conditioned upon the
faithful performance of their respective duties and offices and any other
conditions approved by the Board of Directors.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents to enter into any contract or execute and delivery
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation, and no evidences of indebtedness shall be issued in its name,
unless authorized by a resolution of the Board of Directors. Such authorization
may be general or confined to specific instances.
Section 3. Checks. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VII
MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of this Corporation shall end on
the Saturday nearest the 31st day of May in each year.
Section 2. Notices. Whenever any written notice is required to be given
under the provisions of any law, the Articles of Incorporation for this
Corporation, or by these Bylaws, it shall not be construed or interpreted to
mean personal notice, unless expressly so stated, and any notice so required
shall be deemed to be sufficient if given in writing by facsimile, overnight
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courier or first class mail, by depositing the same in a United States
Post Office box, postage prepaid, addressed to the person entitled thereto at
his address as it appears on the records of the Corporation, and such notice
shall be deemed to have been given on the day of such mailing. Shareholders not
entitled to vote shall not be entitled to receive notice of any meetings,
except as otherwise provided by law or these Bylaws.
Section 3. Waiver of Notice. Whenever any notice is required to be given
under the provisions of any law, or the Articles of Incorporation for this
Corporation, or these Bylaws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
Section 4. Voting of Securities. Securities of another corporation,
foreign or domestic, standing in the name of this Corporation, which are
entitled to vote shall be voted, in person or by proxy, by the chairman of the
Board or the president of this Corporation or by such other or additional
persons as may be designated by the Board of Directors.
Section 5. Seal. The corporate seal of the Corporation shall be in such
form as may be authorized and adopted by the Board of Directors. Said seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE VIII
INDEMNIFICATION
Directors and officers of the Corporation shall be indemnified as of right
to the fullest extent now or hereafter permitted by law in connection with any
threatened, pending or completed civil, criminal, administrative or
investigative action, suit or proceeding (whether brought by or in the name of
the Corporation, a subsidiary or otherwise and whether formal or informal) in
which a director or officer is a witness or which is brought against a director
or officer in his or her capacity as a director, officer, employee, agent or
fiduciary of the Corporation or of any corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which the director or officer
was serving at the request of the Corporation. Persons who are not directors or
officers of the Corporation may be similarly indemnified in respect of such
service to the extent authorized at any time by the Board of Directors of the
Corporation. The Corporation may purchase and maintain insurance to protect
itself and any such director, officer or other person against any liability
asserted against him or her and incurred by him or her in respect of such
service whether or not the Corporation would have the power to indemnify him or
her against such liability by law or under the provisions of this Article. The
provisions of this Article shall be applicable to actions, suits or
proceedings, whether arising from acts or omissions occurring before or after
the adoption hereof, and to directors, officers and other persons who have
ceased to render such service, and shall inure to the benefit of the heirs,
executors and administrators of the directors, officers and other persons
referred to in this Article. The right of indemnity provided pursuant to this
Article shall not be exclusive and the Corporation may provide indemnification
to any person, by agreement or otherwise, on such terms and conditions as the
Board of Directors may approve. Any agreement for indemnification of any
director, officer, employee or other person may provide indemnification rights
which are broader or otherwise different from those set forth in, or provided
pursuant to, or in accordance with, this Article. Any amendment, alteration,
modification, repeal or adoption of any provision in these Bylaws inconsistent
with this Article VIII shall not adversely affect any indemnification right or
protection of a director, officer, employee or other person of the Corporation
existing at the time of such amendment, alteration, modification, repeal or
adoption.
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ARTICLE IX
AMENDMENTS
These Bylaws may be added to, altered, amended or repealed and new and
other bylaws may be made, altered or added to by a vote of a majority of the
members of the Board of Directors then in office at any regular or special
meeting of the Board, and without prior notices of intent to do so, except that
neither Section 1, 2 or 3 of Article IV shall be amended unless such amendment
is adopted by the affirmative vote of a majority of the Continuing Directors
and at least eighty percent (80%) of the Board of Directors, and these Bylaws
may also be added to, altered, amended or repealed and new or other bylaws made
and adopted by vote of the holders of a majority of the voting shares of
capital stock issued and outstanding at any annual or special meeting, unless a
greater plurality is required by law or by the Articles of Incorporation, if
notice of the proposed alteration or repeal of the bylaw to be made is
contained in the notice of such meeting.
The foregoing Bylaws, adopted by the Board of Directors of Herman Miller,
Inc. on March 18, 1986, have been restated in their entirety to incorporate
amendments adopted by the Board of Directors on November 17, 1987, December 22,
1987, May 10, 1988, July 11, 1990, and October 4, 1990, and January 6, 1997.
_______________________________
Secretary
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Bylaws - Herman Miller Inc.
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