{"id":41527,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-herman-miller-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-herman-miller-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-herman-miller-inc.html","title":{"rendered":"Bylaws &#8211; Herman Miller Inc."},"content":{"rendered":"<pre>\n                                  B Y L A W S\n\n                                       OF\n\n                              HERMAN MILLER, INC.\n\n                             A MICHIGAN CORPORATION\n\n\n\n                                   ARTICLE I\n                                    OFFICES\n\n     Section 1. Registered Office. The registered office of the Corporation\nshall be as specified in the Articles of Incorporation or such other place as\ndetermined by the Board of Directors upon filing proper notice thereof with the\nState of Michigan. The Corporation shall keep records containing the names and\naddresses of all shareholders, the number, class and series of shares held by\neach, and the dates when they respectively became holders of record thereof, at\nits registered office or at the office of its transfer agent.\n\n     Section 2. Other Offices. The business of the Corporation may be\ntransacted in such locations other than the registered office, within or\noutside the State of Michigan, as the Board of Directors may from time to time\ndetermine, or as the business of the Corporation may require.\n\n                                   ARTICLE II\n                                 CAPITAL STOCK\n\n     Section 1. Stock Certificates. Certificates representing shares of the\nCorporation shall be in such form as is approved by the Board of Directors.\nCertificates shall be signed by the chairman of the Board of Directors, vice\nchairman of the Board of Directors, president or a vice president, and may also\nbe signed by another officer of the Corporation. The certificate may be sealed\nwith the seal of the Corporation, or a facsimile thereof. The signatures of the\nofficers may be facsimiles. If an officer who has signed, or whose facsimile\nsignature has been placed upon, a certificate ceases to be such officer before\nthe certificate is issued, it may be issued by the Corporation with the same\neffect as if he or she were such officer at the date of issue.\n\n     Section 2. Replacement of Lost or Destroyed Certificates. If a stock\ncertificate is lost or destroyed, no new certificate shall be issued in place\nthereof until the Corporation has received from the registered holder such\nassurances, representations, warranties and\/or guarantees as the Board of\nDirectors, in its sole discretion, shall deem advisable, and until the\nCorporation receives sufficient indemnification protecting it against any claim\nthat may be made on account of such lost or destroyed certificate, or the\nissuance of any new certificate in place thereof, including an indemnity bond\nin such amount and with sureties, if any, as the Board of Directors, in its\nsole discretion, deems advisable.\n\n     Section 3. Transfer of Shares. Shares of stock of the Corporation shall be\ntransferable only upon the books of the Corporation. The old certificates shall\nbe surrendered to the Corporation by delivery thereof to the person in charge\nof the stock transfer books of the Corporation or to such other person as the\nBoard of Directors may designate, properly endorsed for transfer, and such\ncertificates shall be canceled before a new certificate is issued. The\nCorporation shall be entitled to treat the person in whose name any share,\nright or option is registered as the owner thereof for all purposes, and shall\nnot be bound to recognize any equitable or other claim with\n\n\n                                     -56-\n\n\nrespect thereto, regardless of any notice thereof, except as may be\nspecifically required by the laws of the State of Michigan.\n\n     Section 4. Rules Governing Stock Certificates. The Board of Directors\nshall have the power and authority to make all such rules and regulations as\nthey may deem expedient concerning the issue, transfer and registration of\ncertificates of stock, and may appoint a transfer agent and\/or a registrar of\ntransfer, and may require all such certificates to bear the signature of such\ntransfer agent and\/or of such registrar of transfers.\n\n     Section 5. Record Date for Share Dividends, Distributions and Other\nActions. For the purpose of determining shareholders entitled to receive\npayment of a share dividend or distribution, or allotment of a right, or for\nthe purpose of any other action, the Board of Directors may fix a record date\nwhich shall not precede the date on which the resolution fixing the record date\nis adopted by the Board. The date shall not be more than sixty (60) days before\nthe payment of the share dividend or distribution or allotment of a right or\nother action. If a record date is not fixed, the record date shall be the close\nof business on the day on which the resolution of the Board relating to the\ncorporate action is adopted.\n\n     Section 6. Dividends. The Board of Directors, in its discretion, may from\ntime to time declare and direct payment of dividends or other distributions\nupon the Corporation's outstanding shares. Dividends may be paid in money or\nother property, subject to the limitations of the Michigan Business Corporation\nAct.\n\n     Section 7. Acquisition of Shares. Subject to the limitations of the\nMichigan Business Corporation Act, the Board of Directors may authorize the\nCorporation to acquire its own shares, and shares so acquired shall constitute\nauthorized but unissued shares, except that shares of the Corporation acquired\nby it may be pledged as security for the payment of the purchase price of the\nshares and, until the purchase price is paid by the Corporation, such shares\nare not canceled and do not constitute authorized but unissued shares. In such\nevent, the acquired and pledged shares shall not be voted directly or\nindirectly at any meeting or otherwise, shall not be counted in determining the\ntotal number of issued shares entitled to vote at any given time, and, upon\npayment of the purchase price, are canceled and constitute authorized but\nunissued shares.\n\n     Section 8. Redemption of Control Shares. Control shares acquired in a\ncontrol share acquisition, with respect to which no acquiring person statement\nhas been filed with the Corporation, shall, at any time during the period\nending sixty (60) days after the last acquisition of control shares or the\npower to direct the exercise of voting power of control shares by the acquiring\nperson, be subject to redemption by the Corporation. After an acquiring person\nstatement has been filed with the Corporation and after the meeting at which\nthe voting rights of the control shares acquired in a control share acquisition\nare submitted to the shareholders, the shares shall be subject to redemption by\nthe Corporation unless the shares are accorded full voting rights by the\nshareholders as provided in Section 798 of the Michigan Business Corporation\nAct. Redemptions of shares pursuant to this bylaw shall be at the fair value of\nthe shares pursuant to procedures adopted by the Board of Directors of the\nCorporation.\n\n     The terms 'control shares,' 'control share acquisition,' 'acquiring person\nstatement,' 'acquiring person,' and 'fair value,' as used in this bylaw, shall\nhave the meanings ascribed to them, respectively, in Chapter 7B (known as the\nStacey, Bennett and Randall shareholder equity act) of the Michigan Business\nCorporation Act.\n\n                                     -57-\n\n\n\n\n                                  ARTICLE III\n                                  SHAREHOLDERS\n\n     Section 1. Place of Meetings. Meetings of shareholders shall be held at\nthe registered office of the Corporation or at such other place, within or\noutside the State of Michigan, as may be determined from time to time by the\nBoard of Directors, provided however, if a meeting of shareholders is to be\nheld at a place other than the registered office of the Corporation, the notice\nof the meeting shall designate such place.\n\n     Section 2. Annual Meeting. Annual meetings of shareholders for election of\ndirectors and for such other business as may come before the meeting shall be\nheld at a date designated by the Board of Directors within five months after\nthe end of each fiscal year of the Corporation. If the annual meeting is not\nheld on the date so designated, the Board of Directors shall cause the meeting\nto be held as soon thereafter as convenient.\n\n     Section 3. Special Meetings. Special meetings of shareholders may be\ncalled by the chairman or vice chairman of the Board, the president or the\nsecretary and shall be called by one of them pursuant to resolution therefor by\nthe Board of Directors, or upon receipt by them of a request in writing,\nstating the purpose or purposes thereof, and signed by any five of the\ndirectors.\n\n     Section 4. Record Date for Notice and Vote. For the purpose of determining\nshareholders entitled to notice of and to vote at a meeting of shareholders or\nan adjournment of a meeting, the Board of Directors may fix a record date which\nshall not precede the date on which the resolution fixing the record date is\nadopted by the Board. The date shall be not more than sixty (60) nor less than\nten (10) days before the date of the meeting. If a record date is not fixed,\nthe record date for determination of shareholders entitled to notice of or to\nvote at a meeting of shareholders shall be the close of business on the day\nnext preceding the day on which notice is given or, if no notice is given, the\nday next preceding the day on which the meeting is held. When a determination\nof shareholders of record entitled to notice of or to vote at a meeting of\nshareholders has been made as provided in this Section 4, the determination\napplies to any adjournment of the meeting, unless the Board fixes a new record\ndate under this section for the adjourned meeting.\n\n     For the purpose of determining shareholders entitled to express consent to\nor to dissent from a proposal without a meeting, the Board of Directors may fix\na record date which shall not precede the date on which the resolution fixing\nthe record date is adopted by the Board and shall be not more than ten (10)\ndays after the Board resolution. If a record date is not fixed and prior action\nby the Board is required with respect to the corporate action to be taken\nwithout a meeting, the record date shall be the close of business on the day on\nwhich the resolution of the Board is adopted. If a record date is not fixed and\nprior action by the Board is not required, the record date shall be the first\ndate on which a signed written consent is delivered to the Corporation as\nprovided in Section 407 of the Michigan Business Corporation Act.\n\n     Section 5. Notice of Shareholder Meetings. Written notice of the time,\nplace and purposes of any meeting of shareholders shall be given not less than\nten (10) nor more than sixty (60) days before the date of the meeting to each\nshareholder of record entitled to vote at the meeting. Such notice may be given\neither by delivery in person to such shareholders or by mailing such notice to\nshareholders at their addresses as the same appear on the stock books of the\nCorporation.\n\n     A shareholder's attendance at a meeting, in person or by proxy,\nconstitutes a waiver of the shareholder's objection to lack of notice or\ndefective notice of the meeting unless, at the beginning of the meeting, the\nshareholder objects to holding the meeting or transacting business \n\n                                     -58-\n\n\n\n\nat the meeting, and constitutes a waiver of the shareholder's objection to\nconsideration of a particular matter at the meeting that is not within the\npurpose or purposes described in the meeting notice, unless the shareholder\nobjects to considering the matter when it is presented.\n        \n     Section 6. Voting Lists. The Corporation's officer or agent having charge\nof its stock transfer books shall prepare and certify a complete list of the\nshareholders entitled to vote at a shareholders' meeting or any adjournment\nthereof, which list shall be arranged alphabetically within each class and\nseries, and shall show the address of and number of shares held by each\nshareholder. The list shall be produced at the time and place of the meeting of\nshareholders and be subject to inspection by any shareholder at any time during\nthe meeting. The list shall be prima facie evidence as to who are the\nshareholders entitled to examine the list or to vote at the meeting. If for any\nreason the requirements with respect to the shareholder list specified in this\nSection 6 of Article III have not been complied with, any shareholder, either\nin person or by proxy, who in good faith challenges the existence of sufficient\nvotes to carry any action at the meeting, may demand that the meeting be\nadjourned and the same shall be adjourned until the requirements are complied\nwith, provided however, that failure to comply  with such requirements does not\naffect the validity of any action taken at the meeting before such demand is\nmade.\n\n     Section 7. Voting. Except as may otherwise be provided in the Articles of\nIncorporation or bylaws of the Corporation, each shareholder entitled to vote\nat a meeting of shareholders, or to express consent or dissent without a\nmeeting, shall be entitled to one (1) vote, in person or by proxy, for each\nshare of stock entitled to vote held by such shareholder, provided however, no\nproxy shall be voted after three (3) years from its date unless such proxy\nprovides for a longer period. A vote may be cast either orally or in writing as\nannounced or directed by the chairperson of the meeting prior to the taking of\nthe vote. When an action other than the election of directors is to be taken by\nvote of the shareholders, it shall be authorized by a majority of the votes\ncast by the holders of shares entitled to vote thereon, unless a greater vote\nis required by express requirement of the Michigan Business Corporation Act or\nof the Articles of Incorporation, in which case such express provision shall\ngovern and control the decision of such question. Except as otherwise expressly\nrequired by the Articles of Incorporation, directors shall be elected by a\nplurality of the votes cast at an election.\n\n     Section 8. Quorum. Except as may otherwise be provided in the Articles of\nIncorporation, shares entitled to cast a majority of the votes at a meeting\nconstitute a quorum. Meetings at which less than a quorum is represented may be\nadjourned by a vote of a majority of the shares present to a further date\nwithout further notice other than the announcement at such meeting, and, when\nthe quorum shall be present upon such adjourned date, any business may be\ntransacted which might have been transacted at the meeting as originally\ncalled. Shareholders present in person or by proxy at any meeting of\nshareholders may continue to do business until adjournment, notwithstanding the\nwithdrawal of enough shareholders to leave less than a quorum.\n\n     Section 9. Conduct of Meetings. The chairman of the Board of Directors or\nthe chairman's designee shall call meetings of the shareholders to order and\nshall act as chairman of such meetings. The secretary of the Corporation shall\nact as secretary of all meetings of shareholders but, in the absence of the\nsecretary at any meeting of shareholders or the secretary's inability or\nelection not to act as secretary, the presiding officer may appoint any person\nto act as secretary of the meeting.\n\n\n                                     -59-\n\n\n\n\n     Section 10. Inspector of Elections. The Board of Directors may, in advance\nof a meeting of shareholders, appoint one or more inspectors to act at the\nmeeting or any adjournment thereof. If inspectors are not so appointed, or an\nappointed inspector fails to appear or act, the person presiding at the meeting\nof shareholders may and, on request of a shareholder entitled to vote thereat,\nshall appoint one or more persons to fill such vacancy or vacancies, or to act\nas inspector. The inspector(s) shall determine the number of shares outstanding\nand the voting power of each, the shares represented at the meeting, the\nexistence of a quorum, the validity and effect of proxies, and shall receive\nvotes, ballots or consents, hear and determine challenges and questions arising\nin connection with the right to vote, count and tabulate votes, ballots or\nconsents, determine the results, and do such acts as are proper to conduct the\nelection or vote with fairness to all shareholders.\n\n     Section 11. Notification of Nominations. Nominations for the election of\ndirectors may be made by the Board of Directors or by a shareholder entitled to\nvote in the election of directors. A shareholder entitled to vote in the\nelection of directors, however, may make such a nomination only if written\nnotice of such shareholder's intent to do so has been given, either by personal\ndelivery or by United States mail, postage prepaid, and received by the\nCorporation (a) with respect to an election to be held at an annual meeting of\nshareholders, not later than sixty (60) days in advance of the date of such\nmeeting, and (b) with respect to an election to be held at a special meeting of\nshareholders called for that purpose, not later than the close of business on\nthe tenth (10th) day following the date on which notice of the special meeting\nwas first mailed to the shareholders by the Corporation.\n\n     Each shareholder's notice of intent to make a nomination shall set forth:\n\n          (a) the names and addresses of the shareholder who intends to\n     make the nomination and of the person or persons to be nominated;\n\n          (b) a representation that the shareholder (i) is a holder of\n     record of stock of the Corporation entitled to vote at such meeting,\n     (ii) will continue to hold such stock through the date on which the\n     meeting is held, and (iii) intends to appear in person or by proxy\n     at the meeting to nominate the person or persons specified in the\n     notice;\n\n          (c) a description of all arrangements or understandings between\n     the shareholder and each nominee and any other person or persons\n     (naming such person or persons) pursuant to which the nomination is\n     to be made by the shareholder;\n\n          (d) such other information regarding each nominee proposed by\n     such shareholder as would be required to be included in a proxy\n     statement filed pursuant to the proxy rules of the Securities and\n     Exchange Commission had the nominee been nominated by the Board of\n     Directors; and\n\n          (e) the consent of each nominee to serve as a director of the\n     Corporation if so elected.\n\nThe chairman of the meeting may refuse to acknowledge the nomination of any\nperson nominated by a shareholder whose nomination is not made in compliance\nwith the foregoing procedure.\n\n                                     -60-\n\n\n\n\n     Section 12. Notification of Other Shareholder Proposals. The Board of\nDirectors of the Corporation shall submit for consideration and vote by the\nshareholders, at any meeting of the shareholders, only those proposals that are\nfirst brought before the meeting by or at the direction of the Board of\nDirectors, or by any shareholder entitled to vote at such meeting (a) who\nsubmits to the Corporation a timely Notice of Proposal in accordance with the\nrequirements of this Section 12 and the proposal is a proper subject for action\nby shareholders under Michigan law, or (b) whose proposal is included in the\nCorporation's proxy materials in compliance with all the requirements set forth\nin the applicable rules and regulations in the Securities and Exchange\nCommission.\n\n     Each shareholder's Notice of Proposal shall set forth:\n\n          (a) The name and address of the shareholder submitting the\n     proposal, as they appear on the Corporation's books and records;\n\n          (b) A representation that the shareholder (i) is a holder of\n     record of stock of the Corporation entitled to vote at such meeting,\n     (ii) will continue to hold such stock through the date on which the\n     meeting is held, and (iii) intends to appear in person or by proxy\n     at the meeting to submit the proposal for shareholder vote;\n\n          (c) A brief description of the proposal desired to be submitted\n     to the meeting for shareholder vote and the reasons for conducting\n     such business at the meeting; and\n\n          (d) A description of any financial or other interest of such\n     shareholder in the proposal.\n\n     A Notice of Proposal must be given, either by personal delivery or by\nUnited States mail, postage prepaid, and received by the Corporation not less\nthan thirty (30) days prior to the date of the originally scheduled meeting,\nregardless of any adjournments thereof to a later date; provided that, if less\nthan forty (40) days' notice of the shareholder meeting is given by the\nCorporation, the Notice of Proposal must be received by the Corporation not\nlater than the close of business on the tenth (10th) day following the date on\nwhich the notice of the scheduled meeting was first mailed to the shareholders.\n\n     The secretary of the Corporation shall notify a shareholder in writing\nwhether his or her Notice of Proposal has been made in accordance with all the\nrequirements of this Section 12. The chairman of the meeting may refuse to\nacknowledge the proposal of any shareholder not made in compliance with all\nsuch requirements.\n\n                                   ARTICLE IV\n                                   DIRECTORS\n\n     Section 1. Authority and Size of Board. The business and affairs of the\nCorporation shall be managed by or under the direction of the Board of\nDirectors. The number of directors of the Corporation (exclusive of directors\nto be elected by the holders of any one or more series of the preferred stock\nvoting separately as a class or classes) that shall constitute the Board of\nDirectors shall be eleven (11), unless otherwise determined from time to time\nby resolution adopted by the affirmative vote of:\n\n          (a) At least eighty percent (80%) of the Board of Directors,\n     and\n\n\n                                     -61-\n\n\n\n\n          (b) A majority of the Continuing Directors (as defined in\n     Article IX of the Articles of Incorporation).\n\n     Section 2. Classification of Board and Filling of Vacancies. Subject to\napplicable law, the directors shall be divided into three (3) classes, each\nclass to be as nearly equal in number as possible. The directors of the first\nclass shall hold office until the annual meeting of stockholders to be held in\n1984 and until their respective successors are duly elected and qualified or\ntheir resignation or removal. The directors of the second class shall hold\noffice until the annual meeting of stockholders to be held in 1985 and until\ntheir respective successors are duly elected and qualified or their resignation\nor removal. The directors of the third class shall hold office until the annual\nmeeting of stockholders to be held in 1986 and until their respective\nsuccessors are duly elected and qualified or their resignation or removal.\nSubject to the foregoing and to the last sentence of this first paragraph of\nSection 2 of Article IV, at each annual meeting of stockholders, commencing at\nthe annual meeting to be held in 1984, the successors to the class of directors\nwhose term shall then expire shall be elected to hold office until the third\nsucceeding annual meeting and until their successors shall be duly elected and\nqualified or their resignation or removal. Any vacancies in the Board of\nDirectors for any reason, and any newly created directorships resulting from\nany increase in the number of directors, may be filled only by the Board of\nDirectors, acting by vote of a majority of the Continuing Directors and at\nleast eighty percent (80%) of the Board of Directors, and any directors so\nchosen shall hold office until the next annual meeting of stockholders and\nuntil their respective successors shall be duly elected and qualified or their\nresignation or removal. No decrease in the number of directors shall shorten\nthe term of any incumbent director. No person shall be elected as a director\n(a) after he or she attains age seventy (70) or (b) for a term which expires\nlater than the annual meeting of stockholders at or before which such person\nattains age seventy (70).\n\n     Notwithstanding the foregoing, and except as otherwise required by law,\nwhenever the holders of any one or more series of preferred stock shall have\nthe right, voting separately as a class, to elect one or more directors of the\nCorporation (a) the terms of the director or directors elected by such holders\nshall expire at the next succeeding annual meeting of stockholders and\nvacancies created with respect to any directorship of the directors so elected\nmay be filled in the manner specified by such preferred stock, and (b) this\nSection 2 of Article IV shall be deemed to be construed and\/or modified so as\nto permit the full implementation of the terms and conditions relating to\nelection of directors of any series of preferred stock that has been or may be\ndesignated by the Board of Directors.\n\n     Section 3. Resignation and Removal of Directors. A director may resign by\nwritten notice to the Corporation, which resignation is effective upon its\nreceipt by the Corporation or at a subsequent time as set forth in the written\nnotice of resignation. Notwithstanding any other provisions of the Articles of\nIncorporation or the Bylaws of the Corporation, any one or more directors of\nthe Corporation may be removed at any time, with or without cause, but only by\neither (a) the affirmative vote of a majority of the Continuing Directors and\nat least eighty percent (80%) of the Board of Directors, or (b) the affirmative\nvote, at a meeting of the stockholders called for that purpose, of the holders\nof at least eighty percent (80%) of the voting power of the then outstanding\nshares of capital stock of the Corporation entitled to vote generally in the\nelection of directors voting together as a single class.\n\n     Notwithstanding the foregoing, and except as otherwise required by law,\nwhenever the holders of any one or more series of preferred stock shall have\nthe right, voting separately as a class, to elect one or more directors of the\nCorporation, the provision of this Section 3 of Article IV shall not apply with\nrespect to the director or directors elected by such holders of preferred\nstock.\n\n\n                                     -62-\n\n\n\n\n\n     Section 4. Place of Meetings and Records. The directors shall hold their\nmeetings and maintain the minutes of the proceedings  of meetings of\nshareholders, Board of Directors, and committees, if any, and keep the books\nand records of account for the Corporation in such place or places, within or\noutside the State of Michigan, as the Board may from time to time determine.\n\n     Section 5. Annual Meetings of Directors. The newly elected directors shall\nhold their first meeting, without notice other than this bylaw, at the  same\nplace and immediately after the annual meeting of the shareholders at which\nthey are elected, or the time and place of such meeting may be fixed by consent\nin writing of all the directors.\n\n     Section 6. Regular Meetings of the Board. Regular meetings of the Board of\nDirectors may be held without notice at such time and at such place as shall\nfrom time to time be determined by the Board or by the chairman or vice\nchairman of the Board of Directors, or the president. Any notice given of a\nregular meeting need not specify the business to be transacted or the purpose\nof the meeting.\n\n     Section 7. Special Meetings of the Board. Special meetings of the Board\nmay be called by the chairman or vice chairman of the Board of Directors or the\npresident on at least two (2) days' notice to each director by mail or\novernight courier or twenty-four (24) hours' notice either personally, by\ntelephone, by telegram, by facsimile or by electronic or digital transmission.\nSpecial meetings shall be called by any one of them in like manner and on like\nnotice on the written request of any two (2) directors. The notice need not\nspecify the business to be transacted or the purpose of the special meeting.\nThe notice shall specify the place of the special meeting.\n\n     Section 8. Meeting Attendance or Participation as Waiver of Notice. A\ndirector's attendance at or participation in a meeting waives any required\nnotice to him or her of the meeting unless he or she at the beginning of the\nmeeting, or upon his or her arrival, objects to the meeting or the transacting\nof business at the meeting and does not thereafter vote for or assent to any\naction taken at the meeting.\n\n     Section 9. Meeting Participation by Means of Communication Equipment.\nMembers of the Board of Directors or any committee designated by the Board of\nDirectors may participate in a meeting of the Board of Directors or of such\ncommittee by means of a conference telephone or similar communication equipment\nby means of which all persons participating in the meeting can communicate with\nthe other participants, and participation in a meeting pursuant to this\nparagraph shall constitute presence in person at such meeting.\n\n     Section 10. Quorum and Vote. At all meetings of the Board or a committee\nthereof, a majority of the members of the Board of Directors then in office or\nmembers of such committee, but not less than two (2) (if there are at least two\nmembers of the Board or such committee) shall constitute a quorum for the\ntransaction of business. The act of a majority of the members present at any\nmeeting at which there is a quorum shall be the act of the Board of Directors\nor the committee. If a quorum shall not be present at any meeting of the Board\nof Directors or a committee, the members present may adjourn the meeting from\ntime to time and to another place without notice other than announcement at the\nmeeting until a quorum shall be present.\n\n     Section 11. Action Without Meeting. Any action required or permitted to be\ntaken pursuant to authorization voted at a meeting of the Board of Directors,\nor of any committee thereof, may be taken without a meeting if, before or after\nthe action, all members of the Board of Directors then in office or of such\ncommittee consent thereto in writing. Such written\n\n\n                                    -63-\n\n\n\n\nconsent shall be filed with the minutes of the proceedings of the Board of\nDirectors or committee. The consent has the same effect as a vote of the Board\nof Directors or such committee for all purposes.\n        \n     Section 12. Committees. The Board of Directors may, by resolution passed\nby a majority of the whole Board, designate one or more committees, each\ncommittee to consist of one or more of the directors of the Corporation. The\nBoard of Directors may designate one or more directors as alternate members of\nany committee, who may replace any absent or disqualified member of any\ncommittee. In the absence or in the event of the disqualification of a member\nof a committee, the member or members thereof present at any meeting and not\ndisqualified from voting, whether or not he, she or they constitute a quorum,\nmay unanimously appoint another member of the Board of Directors to act at the\nmeeting in the place of any such absent or disqualified member. A committee and\neach member thereof shall serve at the pleasure of the Board.\n\n     Any committee, to the extent provided in the resolution of the Board or in\nthese Bylaws, shall have and may exercise the powers of the Board of Directors\nin the management of the business and affairs of the Corporation, and may\nauthorize the seal of the Corporation to be affixed to all papers which may\nrequire it. No committee, however, shall have the power or authority to amend\nthe Articles of Incorporation or Bylaws of the Corporation, adopt an agreement\nof merger or share exchange, recommend to the shareholders the sale, lease or\nexchange of all or substantially all of the Corporation's property and assets,\nrecommend to the shareholders a dissolution of the Corporation or a revocation\nof a dissolution, or fill vacancies in the Board of Directors. The committee\nshall not have the power or authority to declare a distribution, dividend or\nauthorize the issuance of shares unless such power is granted to such committee\nby specific resolution of the Board of Directors. Such committee or committees\nshall have such name or names as may be determined from time to time by\nresolution adopted by the Board of Directors. The committees shall keep regular\nminutes of their proceedings and report the same to the Board when required. If\na committee is designated as an Executive Committee, its members shall consist\nof the Chief Executive Officer, and such other directors as shall be designated\nby the Board of Directors.\n\n     Section 13. Compensation. By affirmative vote of a majority of directors\nin office, and irrespective of the personal interest of any of them, the Board\nof Directors may establish reasonable compensation for directors for services\nto the Corporation as directors, officer, or members of committees. Directors\nmay be paid a fixed sum for attendance at each meeting of the Board or of a\ncommittee, or an annual salary or retainer, or issued shares of company common\nstock or any combination of the above. Directors may also be reimbursed for\nreasonable expenses incurred in attending each meeting of the Board or meeting\nof a committee.\n\n     Section 14. Directors Emeritus. A director who has served the Corporation\nwith distinction and who has retired from the Board may be elected a Director\nEmeritus by the affirmative vote of a majority of the full Board of Directors.\nA Director Emeritus shall be elected for life, subject only to his or her\nresignation or removal by vote of a majority of the full Board of Directors. A\nDirector Emeritus shall not have any of the responsibilities or liabilities of\na director, or any of a director's rights, powers, privileges or compensation.\nReference in these Bylaws to 'directors' shall not mean or include Directors\nEmeritus.\n\n     Section 15. Evaluation of Certain Offers. The Board of Directors shall not\napprove, adopt or recommend any offer of any person or entity, other than  the\nCorporation, to make a tender or exchange offer for any capital stock of the\nCorporation, to merge or consolidate the Corporation with any other entity or\nto purchase or otherwise acquire all or substantially all of the assets or\nbusiness of the Corporation unless and until the Board of Directors shall have\nfirst evaluated the offer and determined that the offer would be in compliance\nwith all applicable laws and that the \n\n                                     -64-\n\n\noffer is in the best interests of the Corporation and its stockholders.\nIn connection with its evaluation as to compliance with laws, the Board of\nDirectors may seek and rely upon an opinion of legal counsel independent from\nthe offeror and it may test such compliance with laws in any state or federal\ncourt or before any state or federal administrative agency which may have\nappropriate jurisdiction. In connection with its evaluation as to the best\ninterests of the Corporation and its stockholders, the Board of Directors shall\nconsider all factors which it deems relevant, including without limitation:\n\n          (a) The adequacy and fairness of the consideration to be\n     received by the Corporation and\/or its stockholders under the offer\n     considering historical trading prices of the Corporation's stock,\n     the price that might be achieved in a negotiated sale of the\n     Corporation as a whole, premiums over trading prices which have been\n     proposed or offered with respect to the securities of other\n     companies in the past in connection with similar offers and the\n     future prospects for this Corporation and its business;\n\n          (b) The potential social and economic impact of the offer and\n     its consummation on this Corporation, its employees, customers and\n     vendors; and\n\n          (c) The potential social and economic impact of the offer and\n     its consummation on the communities in which the Corporation and any\n     subsidiaries operate or are located.\n\n                                   ARTICLE V\n                                    OFFICERS\n\n     Section 1. Officers. The officers of the Corporation shall consist of  a\npresident, a treasurer, and a secretary, all of whom shall be elected by the\nBoard of Directors. In addition, the Board of Directors may elect a chairman of\nthe Board of Directors, a vice chairman of the Board of Directors, one or more\nvice presidents (the number thereof to be determined by the Board of Directors)\nand such assistant secretaries and assistant treasurers as desired. Each\nofficer shall hold his office until his successor is elected and qualified or\nuntil his earlier resignation or removal. None of the officers of the\nCorporation, other than the chairman, the vice chairman, and the president need\nbe directors. The officers shall be elected at the first meeting of the Board\nof Directors after each annual meeting of Shareholders and may be elected at\nany other meeting. Any two or more offices may be held by the same person, but\nan officer shall not execute, acknowledge or verify any instrument in more than\none capacity if the instrument is required by law to be executed, acknowledged\nor verified by two or more officers.\n\n     Section 2. Other Officers and Agents. The Board of Directors may appoint\nsuch other officers and agents as it may deem advisable, who shall hold their\noffices for such terms and shall exercise such powers and perform such duties\nas shall be determined from time to time by the Board of Directors. The Board\nmay, by specific resolution, empower the chairman, the president or the\nExecutive Committee, if such a committee has been designated by the Board, to\nappoint such officers or agents.\n\n     Section 3. Removal. The chairman, vice chairman and president may be\nremoved at any time, with or without cause, but only by the affirmative vote of\na majority of the whole Board of Directors. All vice presidents, the secretary\nand the treasurer may be removed at any time, with or without cause, by the\npresident or by majority vote of directors present at any meeting. Any\nassistant secretary or assistant treasurer, or subordinate officer or agent\nappointed pursuant to Section 2 of this Article, may be removed at any time,\nwith or without cause, by majority vote of \n\n\n                                     -65-\n\n\n\ndirectors present at any meeting, by the president, or by any committee or \nother officer empowered so to do by resolution of the Board.\n\n     Section 4. Chairman and Vice Chairman. The chairman of the Board of\nDirectors shall preside at all meetings of the Board of Directors and at all\nmeetings of shareholders. The chairman shall also perform such other duties as\nfrom time to time may be assigned to him or her by the Board of Directors.\n\n     If the chairman dies or is unable to perform the duties of the chairman\nfor any other reason, the vice chairman shall preside at all meetings of the\nshareholders and at all meetings of the Board of Directors. The vice chairman\nshall not succeed to any of the other rights, powers or duties of the chairman.\nThe vice chairman shall also perform such other duties as from time to time may\nbe assigned to him or her by the Board of Directors.\n\n     Section 5. President. The president shall be the chief executive officer\nof the corporation, shall have general supervision, direction and control of\nthe business of the Corporation and shall have the general powers and duties of\nmanagement usually vested in or incident to the office of the president and\nchief executive officer of a corporation. The president shall be a member of\nthe Executive Committee, if such a committee is designated by the Board of\nDirectors. In the absence or inability to act of the chairman and vice chairman\nof the Corporation, the president shall preside at all meetings of the\nshareholders and all meetings of the Board of Directors. The president shall\nalso have such other powers and duties as from time to time may be assigned to\nhim or her by the Board of Directors. Except as the Board of Directors shall\nauthorize the execution thereof in some other manner, the president shall\nexecute bonds, mortgages and other contracts in behalf of the Corporation and\nshall cause the seal to be affixed to any instrument requiring it. If the\npresident dies or becomes unable to perform the duties of this office for any\nother reason, the Board of Directors shall appoint a successor to be the\npresident of the Corporation.\n\n     Section 6. Vice Presidents. Each vice president shall have such powers and\nshall perform such duties as shall be assigned to him or her by the Board of\nDirectors, and may be designated by such special title as the Board of\nDirectors shall approve.\n\n     Section 7. Treasurer. The treasurer shall have the custody of the\ncorporate funds and securities and shall keep full and accurate account of\nreceipts and disbursements in books belonging to the Corporation. The treasurer\nshall deposit all monies and other valuables in the name and to the credit of\nthe Corporation in such depositories as may be designated by the Board of\nDirectors. The treasurer shall disburse the funds of the Corporation as may be\nordered by the Board of Directors or the president, taking proper vouchers for\nsuch disbursements. The treasurer shall render to the president and Board of\nDirectors at the regular meetings of the Board of Directors, or whenever they\nmay request it, an account of all his or her transactions as treasurer and of\nthe financial condition of the financial condition of the Corporation. In\ngeneral, the treasurer shall perform all the duties incident to the office of\ntreasurer and such other duties as may be assigned to him or her by the Board\nof Directors of the president.\n\n     Section 8. Secretary. The secretary shall give, or cause to be given,\nnotice of all meetings of shareholders and directors required by law or by\nthese Bylaws, and all other notices so required. If the secretary is absent or\nrefuses or neglects, so to do, any such notice may be given by any person\ndirected to do so by the chairman or vice chairman of the Board of Directors,\nthe president, or by the directors upon whose written request the meeting is\ncalled as provided in these Bylaws. Unless otherwise directed by the Board of \nDirectors, the secretary shall record all the proceedings of the meetings of \nthe Corporation and of the directors in one or more books to\n\n\n                                    -66-\n\n\n\nbe kept for that purpose, and shall perform all duties incident to the\noffice of the secretary and such other duties as may be assigned to him or her\nby the directors, the chairman of the Board of Directors, or the president. The\nsecretary shall have the custody of the seal of the Corporation and shall affix\nthe same to all instruments requiring it, when authorized by the directors, the\nchairman of the Board of Directors, or the president, and attest the same.\n\n     Section 9. Assistant Treasurers and Assistant Secretaries. Assistant\ntreasurers and assistant secretaries, if any shall be elected, shall have such\npowers and shall perform such duties as shall be assigned to them,\nrespectively, by the treasurer or the secretary, respectively, or by the\npresident or the Board of Directors.\n\n     Section 10. Salaries. The salaries and other compensations of the officers\nshall be fixed from time to time by or under the direction of the Board of\nDirectors. No officer shall be prevented from receiving a salary or other\ncompensation by reason of the fact that he or she is also a director of the\nCorporation.\n\n     Section 11. Bonds. If the Board of Directors shall so require, the\ntreasurer, any assistant treasurer and any other officer or agent of the\nCorporation shall give bond to the Corporation in such amount and with such\nsurety as the Board of Directors may deem sufficient, conditioned upon the\nfaithful performance of their respective duties and offices and any other\nconditions approved by the Board of Directors.\n\n                                   ARTICLE VI\n                     CONTRACTS, LOANS, CHECKS AND DEPOSITS\n\n     Section 1. Contracts. The Board of Directors may authorize any officer or\nofficers, agent or agents to enter into any contract or execute and delivery\nany instrument in the name of and on behalf of the Corporation, and such\nauthority may be general or confined to specific instances.\n\n     Section 2. Loans. No loans shall be contracted on behalf of the\nCorporation, and no evidences of indebtedness shall be issued in its name,\nunless authorized by a resolution of the Board of Directors. Such authorization\nmay be general or confined to specific instances.\n\n     Section 3. Checks. All checks, drafts or other orders for the payment of\nmoney, notes or other evidences of indebtedness issued in the name of the\nCorporation shall be signed by such officer or officers, agent or agents of the\nCorporation and in such manner as shall from time to time be determined by\nresolution of the Board of Directors.\n\n     Section 4. Deposits. All funds of the Corporation not otherwise employed\nshall be deposited from time to time to the credit of the Corporation in such\nbanks, trust companies or other depositories as the Board of Directors may\nselect.\n\n                                  ARTICLE VII\n                                 MISCELLANEOUS\n\n     Section 1. Fiscal Year. The fiscal year of this Corporation shall end on\nthe Saturday nearest the 31st day of May in each year.\n\n     Section 2. Notices. Whenever any written notice is required to be given\nunder the provisions of any law, the Articles of Incorporation for this\nCorporation, or by these Bylaws, it shall not be construed or interpreted to \nmean personal notice, unless expressly so stated, and any notice so required \nshall be deemed to be sufficient if given in writing by facsimile, overnight \n\n\n                                    -67-\n\n\ncourier or first class mail, by depositing the same in a United States\nPost Office box, postage prepaid, addressed to the person entitled thereto at\nhis address as it appears on the records of the Corporation, and such notice\nshall be deemed to have been given on the day of such mailing. Shareholders not\nentitled to vote shall not be entitled to receive notice of any meetings,\nexcept as otherwise provided by law or these Bylaws.\n\n     Section 3. Waiver of Notice. Whenever any notice is required to be given\nunder the provisions of any law, or the Articles of Incorporation for this\nCorporation, or these Bylaws, a waiver thereof in writing, signed by the person\nor persons entitled to said notice, whether before or after the time stated\ntherein, shall be deemed equivalent thereto.\n\n     Section 4. Voting of Securities. Securities of another corporation,\nforeign or domestic, standing in the name of this Corporation, which are\nentitled to vote shall be voted, in person or by proxy, by the chairman of the\nBoard or the president of this Corporation or by such other or additional\npersons as may be designated by the Board of Directors.\n\n     Section 5. Seal. The corporate seal of the Corporation shall be in such\nform as may be authorized and adopted by the Board of Directors. Said seal may\nbe used by causing it or a facsimile thereof to be impressed or affixed or\nreproduced or otherwise.\n\n                                  ARTICLE VIII\n                                INDEMNIFICATION\n\n     Directors and officers of the Corporation shall be indemnified as of right\nto the fullest extent now or hereafter permitted by law in connection with any\nthreatened, pending or completed civil, criminal, administrative or\ninvestigative action, suit or proceeding (whether brought by or in the name of\nthe Corporation, a subsidiary or otherwise and whether formal or informal) in\nwhich a director or officer is a witness or which is brought against a director\nor officer in his or her capacity as a director, officer, employee, agent or\nfiduciary of the Corporation or of any corporation, partnership, joint venture,\ntrust, employee benefit plan or other enterprise which the director or officer\nwas serving at the request of the Corporation. Persons who are not directors or\nofficers of the Corporation may be similarly indemnified in respect of such\nservice to the extent authorized at any time by the Board of Directors of the\nCorporation. The Corporation may purchase and maintain insurance to protect\nitself and any such director, officer or other person against any liability\nasserted against him or her and incurred by him or her in respect of such\nservice whether or not the Corporation would have the power to indemnify him or\nher against such liability by law or under the provisions of this Article. The\nprovisions of this Article shall be applicable to actions, suits or\nproceedings, whether arising from acts or omissions occurring before or after\nthe adoption hereof, and to directors, officers and other persons who have\nceased to render such service, and shall inure to the benefit of the heirs,\nexecutors and administrators of the directors, officers and other persons\nreferred to in this Article. The right of indemnity provided pursuant to this\nArticle shall not be exclusive and the Corporation may provide indemnification\nto any person, by agreement or otherwise, on such terms and conditions as the\nBoard of Directors may approve. Any agreement for indemnification of any\ndirector, officer, employee or other person may provide indemnification rights\nwhich are broader or otherwise different from those set forth in, or provided\npursuant to, or in accordance with, this Article. Any amendment, alteration,\nmodification, repeal or adoption of any provision in these Bylaws inconsistent\nwith this Article VIII shall not adversely affect any indemnification right or\nprotection of a director, officer, employee or other person of the Corporation \nexisting at the time of such amendment, alteration, modification, repeal or \nadoption.\n\n                                    -68-\n\n\n\n\n\n                                   ARTICLE IX\n                                   AMENDMENTS\n\n     These Bylaws may be added to, altered, amended or repealed and new and\nother bylaws may be made, altered or added to by a vote of a majority of the\nmembers of the Board of Directors then in office at any regular or special\nmeeting of the Board, and without prior notices of intent to do so, except that\nneither Section 1, 2 or 3 of Article IV shall be amended unless such amendment\nis adopted by the affirmative vote of a majority of the Continuing Directors\nand at least eighty percent (80%) of the Board of Directors, and these Bylaws\nmay also be added to, altered, amended or repealed and new or other bylaws made\nand adopted by vote of the holders of a majority of the voting shares of\ncapital stock issued and outstanding at any annual or special meeting, unless a\ngreater plurality is required by law or by the Articles of Incorporation, if\nnotice of the proposed alteration or repeal of the bylaw to be made is\ncontained in the notice of such meeting.\n\n     The foregoing Bylaws, adopted by the Board of Directors of Herman Miller,\nInc. on March 18, 1986, have been restated in their entirety to incorporate\namendments adopted by the Board of Directors on November 17, 1987, December 22,\n1987, May 10, 1988, July 11, 1990, and October 4, 1990, and January 6, 1997.\n\n                                                                      \n                                              _______________________________\n                                                                    Secretary\n\n\n\n                                    -69-\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7767],"corporate_contracts_industries":[9399],"corporate_contracts_types":[9573,9574],"class_list":["post-41527","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-herman-miller-inc","corporate_contracts_industries-consumer__furniture","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41527","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41527"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41527"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41527"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41527"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}