XRIT » Topics » ARTICLE IV . DIRECTORS

This excerpt taken from the XRIT 10-K filed Mar 19, 2009.

(a) Directors

Information relating to directors appearing under the caption “Election of Directors and Management Information” and procedures by which shareholders may recommend nominees to the Company’s Board of Directors “Nomination of Directors” in the definitive Proxy Statement for the 2009 Annual Meeting of Shareholders is incorporated by reference.

This excerpt taken from the XRIT 10-K filed Mar 13, 2008.

(a) Directors

Information relating to directors appearing under the caption “Election of Directors” in the definitive Proxy Statement for the 2008 Annual Meeting of Shareholders is incorporated by reference.

This excerpt taken from the XRIT 10-K filed Mar 14, 2007.

(a) Directors

Information relating to directors appearing under the caption “Election of Directors” in the definitive Proxy Statement for the 2007 Annual Meeting of Shareholders is incorporated by reference.

This excerpt taken from the XRIT 10-Q filed Aug 10, 2006.

ARTICLE IV. DIRECTORS

Section 1. Board of Directors. The authority and size of the Board of Directors, and the procedures for nominating, electing and removing directors shall be as specified in the Corporation’s Articles of Incorporation. No person shall be elected as a director after he or she attains age seventy-two (72), and the term of any director shall expire upon the earlier to occur of: (i) the third succeeding annual meeting when his or her successor shall be duly elected and qualified; (ii) his or her resignation or removal; or (iii) his or her attaining age seventy-two (72).

Section 2. 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 executive and other 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 3. Regular Meetings of the Board. Regular meetings of the Board of Directors may be held at such times and places and pursuant to such notice, if any, as may be established from time to time by resolution of the Board of Directors.

Section 4. Special Meetings of the Board. Special meetings of the Board of Directors may be called by the Chairman of the Board, or the Secretary, and shall be called by one of them upon the written request of a majority of the directors. Notice of the time and place of special meetings of the Board shall be given to each director at least twenty-four (24) hours prior thereto. Notices of special meetings may state a purpose or purposes for the meeting, but such notices shall not be required to state any purpose and shall not be deemed deficient if the statement or purpose is incomplete or inaccurate. Notice of any meeting may be made by hand delivery, telephone, facsimile or e-mail with confirmation, nationally recognized overnight mail service, or first class mail, to each director at such location as he or she may have furnished to the Corporation. The notice shall be deemed to have been given at the time of personal


delivery, or telephone contact, or the time of confirmation for facsimile or e-mail, and as of the close of business on the first business day following the date delivered to the overnight or government mail carrier.

Section 5. Quorum and Vote. A majority of the members of the Board then in office constitutes a quorum for the transaction of business, and the vote of a majority of the members present at any meeting at which a quorum is present constitutes the action of the Board of Directors.

Section 6. Meeting Participation. A director may participate in a meeting of the Board of Directors or any committee by means of conference telephone or similar communications equipment through which all persons participating in the meeting can communicate with all other participants. Participation in a meeting pursuant to this Section shall constitute presence in person at the meeting.

Section 7. Action of the Board Without a Meeting. Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Directors may be taken without a meeting if, before or after the action, all members of the Board of Directors consent thereto in writing. Such written consent shall be filed with the minutes of the proceedings of the Board of Directors and the consent shall have the same effect as a vote of the Board of Directors for all purposes.

Section 8. Report to Shareholders. At least once in each year the Board of Directors shall cause a financial report of the Corporation for the preceding fiscal year to be made and distributed to each shareholder within four months after the end of such fiscal year. The report shall include the Corporation’s statement of income, its year-end balance sheet and, if prepared by the Corporation’s statement of source and application of funds.

Section 9. Corporate Seal. The Board of Directors may provide a suitable corporate seal, which seal shall be kept in the custody of the Secretary.

Section 10. Compensation of Directors. Each of the directors shall be entitled to receive compensation for service as a director and/or member of a committee of the Board of Directors and shall be reimbursed their expenses for attendance at meetings of the Board of Directors or any committee of which a director is a member, all in accordance with resolutions adopted by the Board of Directors from time to time.

Section 11. Executive Committee. The Board of Directors may by resolution establish an executive committee composed of two (2) or more of the directors to exercise such powers and authority of the Board of Directors to the extent provided in such resolution and not prohibited by the Michigan Business Corporation Act for the management of the business and affairs of the Corporation. Such committee shall exist, and each member thereof shall serve, at the pleasure of the Board of Directors.

Section 12. Other Committees. The Board of Directors shall establish a compensation committee and an audit committee, each composed of two (2) or more directors with such authority and responsibilities as are specified in the charters for those committees that are approved by the Board of Directors. In addition, the Board of Directors may, by resolution, establish such other committees from time to time as the directors think advisable with such purposes, authority and membership as may be set forth in the resolution establishing any such committee.

Section 13. Directors Emeritus. Any director of the Corporation serving prior to February 10, 2004, who serves the shorter of at least: (i) nine years or (ii) three maximum length


terms of office as a director and who either resigns as a director or does not stand for reelection, shall be entitled to be considered for the position of “Director Emeritus.” If nominated by the Nominating and Governance Committee and elected by the Board of Directors, a Director Emeritus shall continue in that position for a period equal to the time served as a regular director prior to February 10, 2004, or until an earlier resignation or death. During their tenure, Directors Emeritus shall be given notices of all meetings of the Board of Directors, and they shall perform such consulting services for the Corporation as the Board of Directors may reasonably request from time to time. Directors Emeritus shall be entitled to attend and participate in all such meetings of the Board of Directors, except that they may not vote and they shall not be counted for purposes of determining a quorum. Directors Emeritus shall receive an annual cash retainer fee equal to the lesser of: (i) the annual cash retainer fee in place at the time the director resigned as a director or did not stand for reelection; or (ii) the annual cash retainer fee in place at any time during the period such director holds the position of Director Emeritus, and shall be entitled to reimbursement for expenses of attendance at meetings of the Board, but they shall receive no other compensation from the Corporation.

This excerpt taken from the XRIT 10-K filed Apr 28, 2006.

(a) Directors

The Company’s Articles of Incorporation specify that the Board of Directors shall consist of at least six (6), but not more than nine (9) members, with the exact number to be fixed by the Board from time to time. The Board currently consists of eight (8) members. The Articles also specify that the Board of Directors be divided into three classes, with the directors of the classes to hold office for staggered terms of three (3) years each.

 

The content of the following table relating to age and business experience is based upon information furnished to the Company by the nominees and directors as of March 1, 2006.

 

 

Directors Whose Terms Expire in 2006

 

Michael C. Ferrara (63) is the CEO and President of the Company and has held that position since July of 2003. For the period June 2001 to 2003, he served as President and COO of the Company. Previously, he was the President of Marine Optical Group, a worldwide design and marketing company in the eyewear business headquartered in Boston, Massachusetts, and he held that position for more than five years.

 

Director since July 2003

Paul R. Sylvester (46) is CEO and President of Manatron, Inc., a publicly traded company headquartered in Michigan that specializes in local government software and services. He has held that position since 1996, and originally joined Manatron in 1987 as its Vice President of Finance and CFO. He is a CPA and has served on Manatron’s Board of Directors since 1987.

Director since January 2003

Chairman of the Audit Committee and Member of Compensation Committee

Mark D. Weishaar (48) is CEO and President of Sturgis Molded Products, a custom injection molding company headquartered in Michigan, and has held that position since 1997. Previously, he was Vice President of Business Development at Moore Corporation Limited, a multi-national business forms printer. Mr. Weishaar is a CPA and served as a Partner and Member of the Board of Directors for BDO Seidman, LLP where he worked for 15 years in various capacities.

 

Director since January 2003

Member of the Audit Committee

 

Directors Whose Terms Expire in 2007

 

Peter M. Banks (68) is the President of the Institute for the Future, a non-profit research group located in Menlo Park, CA. From April 2003 to January 2004, he was a co-founder, director and CEO of Akonni Biosystems, Inc., a startup venture headquartered in Gregory, Michigan. Prior to that, he had retired in 2000 from ERIM International Inc., a high technology research and development defense systems company headquartered in Michigan, following its purchase by the Veridian Corporation of Washington, D.C. He continued to work as a part-time consultant with Veridian through September of 2002. He currently serves as a director of Tecumseh Products Company, a publicly traded company.

 

Director since 1998

Member of the Nominating & Governance Committee and Compensation Committee

 

 



 

 

L. Peter Frieder (62) is the President and CEO of Gentex Corporation, a designer, developer and manufacturer of integrated life support systems for human protection and enhanced human performance headquartered in Carbondale, Pennsylvania. He has held that position for more than five years. Mr. Frieder also serves as a Senior Vice President for U.S. Business Development for Essilor, a publicly traded company on the Paris Stock Exchange, which designs and manufactures corrective lenses worldwide.

 

Director since November 2003

Member of the Nominating & Governance Committee

Ronald A. VandenBerg (66) is a general business consultant. He served in several senior management positions for more than five years, including Senior Vice President at Donnelly Corporation (now Magna Donnelly Corporation) until his retirement in 1999. Magna Donnelly Corporation is a manufacturer of glass related products for the automotive and electronics industries, headquartered in Michigan.

Director since 1989

Chairman of the Compensation Committee

 

Directors Whose Terms Expire in 2008

 

 

Stanley W. Cheff (64) retired in 2004 as Chairman of the Board of Wolverine Building Group, a construction firm headquartered in Michigan. Previously, Mr. Cheff served as President and Chief Executive Officer of Wolverine Building Group, holding that position for more than five years.

 

 

Director since 1996

Chairman of Nominating & Governance Committee and Member of the Compensation Committee

 

John E. Utley (65) retired in 1999 as Acting Deputy President of Lucas Varity Automotive. Lucas Varity was headquartered in London, England prior to being sold to TRW, Inc. Prior to that, he served in several senior management positions for more than five years, including Senior Vice President Strategic Marketing for Varity Corporation and served as Chairman of the Board of both Kelsey Hayes Co. and Walbro Corporation.

 

 

Director Since 2000

Chairman of the Board of Directors and Member of the Audit Committee and Ex-officio member of all other Board Committees

This excerpt taken from the XRIT 10-K filed Mar 8, 2006.

(a) Directors

Information relating to directors appearing under the caption “Election of Directors” in the definitive Proxy Statement for the 2006 Annual Meeting of Shareholders is incorporated by reference.

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