STEELCASE INC (Form: 8-K, Received: 07/15/2011 13:34:37)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 13, 2011

______________________

STEELCASE INC.

(Exact name of registrant as specified in its charter)

Michigan	1-13873	38-0819050
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS employer identification number)

901 44th Street SE Grand Rapids, Michigan	49508
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code: (616) 247-2710

None

(Former name or former address, if changed since last report)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CRF 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the 2011 Annual Meeting of Shareholders of Steelcase Inc. (the “Company”) held on July 13, 2011, the Company’s shareholders approved amendments to the Company’s Second Restated Articles of Incorporation as described in the Company’s Proxy Statement dated May 31, 2011 relating to the annual meeting. These amendments provide for (1) declassification of the Company’s Board of Directors, phased in over the next three years, (2) implementation of majority voting for uncontested director elections and (3) implementation of majority voting for amendments to Article VII of the Second Restated Articles of Incorporation. Such amendments were effective upon filing with the Michigan Department of Licensing and Regulatory Affairs Bureau of Commercial Services on July 13, 2011. This summary of the amendments is qualified in its entirety by reference to the Second Restated Articles of Incorporation of Steelcase Inc., as amended, which is filed as Exhibit 3.1 attached hereto and incorporated by reference herein.

Effective upon the approval of the Company’s shareholders on July 13, 2011 of the amendments to the Company’s Second Restated Articles of Incorporation described above, the Company’s Board of Directors approved an amendment to the Company’s Amended By-Laws. The By-Laws amendment consisted of changes to Section 2.06 of the By-Laws in connection with the implementation of majority voting for directors in uncontested elections and to provide a process for any incumbent director who fails to receive an affirmative majority vote in an uncontested election to resign and for the Board of Directors to consider such resignation. This summary of the amendment is qualified in its entirety by reference to the Amended By-Laws of Steelcase Inc., as amended, which are filed as Exhibit 3.2 attached hereto and incorporated by reference herein.

ITEM 5.07 Submission of Matters to a Vote of Security Holders

The Company held its annual meeting of shareholders on July 13, 2011. At that meeting, shareholders voted on six proposals presented in the Company’s Proxy Statement dated May 31, 2011 relating to the annual meeting. The results of the votes are as follows.

·	Proposal 1: Election of two directors nominated to a three-year term on the Board of Directors

Nominee	For	Withheld
Peter M. Wege II	484,226,929	5,366,141
Kate Pew Wolters	487,028,011	2,565,059

There were no votes cast against or abstentions with respect to any nominee named above. Other directors continuing in office are: William P. Crawford, Connie K. Duckworth, James P. Hackett, David W. Joos, Elizabeth Valk Long, Robert C. Pew III, Cathy D. Ross and P. Craig Welch, Jr.

·	Proposal 2: Amendment of the Articles of Incorporation to declassify the Board of Directors

For	Against	Abstentions
483,691,146	2,654,739	8,753,024

·	Proposal 3: Amendment of the Articles of Incorporation to implement majority voting for uncontested director elections

For	Against	Abstentions
494,714,725	300,357	83,827

·	Proposal 4: Amendment of the Articles of Incorporation to implement majority voting for amendments to Article VII of the Articles

For	Against	Abstentions
468,643,066	26,359,137	96,706

·	Proposal 5: Advisory vote on executive compensation

For	Against	Abstentions	Broker Non-Votes
477,171,328	3,550,809	8,870,933	5,505,839

·	Proposal 6: Advisory vote on the frequency of an advisory vote on executive compensation

1 Year	2 Years	3 Years	Abstentions
358,880,161	48,067,565	54,162,028	28,483,316

Consistent with a majority of the votes cast with respect to Proposal 6 and with the recommendation of the Company’s Board of Directors, the Company will include a shareholder advisory vote on the compensation of its named executive officers in its proxy materials annually until the next required vote on the frequency of shareholder advisory votes on the compensation of its named executive officers.

ITEM 9.01 Financial Statements and Exhibits

Exhibit No.

Description

3.1	Second Restated Articles of Incorporation of Steelcase Inc., as amended

3.2	Amended By-Laws of Steelcase Inc., as amended

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Steelcase Inc.

Date: July 15, 2011


	/S/ MARK T. MOSSING .

	Mark T. Mossing
	Corporate Controller and Chief Accounting Officer
	(Duly Authorized Officer and Principal Accounting Officer)

Exhibit No.

Description

3.1	Second Restated Articles of Incorporation of Steelcase Inc., as amended

3.2	Amended By-Laws of Steelcase Inc., as amended

Exhibit 3.1

SECOND RESTATED ARTICLES OF INCORPORATION

OF STEELCASE INC.

(Amended as of: July 13, 2011)

ARTICLE I

The name of this corporation (hereinafter called the "Corporation") is:

STEELCASE INC.

ARTICLE II

The purpose or purposes of this Corporation are as follows:

To manufacture, sell and deal in furniture and similar articles and for any other lawful purpose under the laws of the State of Michigan.

In general, to carry on any business in connection therewith and incident thereto not forbidden by the laws of the State of Michigan and with all the powers conferred upon corporations by the laws of the State of Michigan.

ARTICLE III

The location of the registered office is: 901 - 44th Street, S.E., Grand Rapids, Kent County, Michigan 49508.

The Post Office address of the registered office is: P.O. Box 1967, Grand Rapids, Michigan 49501-1967, Attention: Tax Department.

ARTICLE IV

The name of the resident agent is: The Corporation Company.

ARTICLE V

Capital Stock

SECTION 1. Authorized Stock; No Pre-emptive Rights.

The maximum number of shares of capital stock which this Corporation shall have authority to issue is One Billion (1,000,000,000) consisting of Four Hundred

Seventy-Five Million (475,000,000) shares of class A common stock (the "Class A Common Stock"), Four Hundred Seventy-Five Million (475,000,000) shares of class B common stock (the "Class B Common Stock") and Fifty Million (50,000,000) shares of preferred stock (the "Preferred Stock"), issuable in series as herein after provided. The Class A Common Stock and the Class B Common Stock are hereinafter referred to collectively as the "Common Stock".

The holders of shares of capital stock now or hereafter outstanding shall have no pre-emptive right to purchase or have offered to them for purchase any shares of Preferred Stock, Common Stock or other equity securities issued or to be issued by the Corporation. The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are set forth in the following Sections.

SECTION 2. Preferred Stock.

The following series of Preferred Stock are authorized:

(i) Twenty thousand (20,000) shares of Class A Preferred Stock, par value $100 per share ("Class A Preferred Stock"); and

(ii) Two hundred thousand (200,000) shares of Class B Preferred Stock, par value $50 per share ("Class B Preferred Stock").

The relative rights, preferences, qualifications, limitations and restrictions of the Class A Preferred Stock and Class B Preferred Stock are set forth in Article XV to these Second Restated Articles of Incorporation, subject to conversion as provided in Article XIV.

The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such additional series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the relative rights, preferences and limitations of the shares of such series. The designation and relative rights and preferences of each such series of Preferred Stock and the qualifications, limitations or restrictions thereof, if any, which may differ from those of any and all other series at any time outstanding, shall be set forth in a certificate which shall be filed in accordance with the applicable provisions of Michigan law so as to constitute an amendment to these Second Restated Articles of Incorporation.

Shares of Preferred Stock, regardless of series, that are converted into other securities or other consideration shall be retired and canceled and shall have the status of authorized but unissued shares of Preferred Stock, without designation as to series.

SECTION 3. Common Stock.

A. Voting Rights.

Subject to applicable law and the rights of any outstanding series of Preferred Stock to vote as a separate class or series, the shares of Class A Common Stock and Class B Common Stock shall vote together as a class and shall have the following voting rights:

(i) Each share of Class A Common Stock shall entitle the holder thereof to one (1) vote upon all matters upon which shareholders have the right to vote; and

(ii) Each share of Class B Common Stock shall entitle the holder thereof to ten (10) votes upon all matters upon which shareholders have the right to vote;

provided , however , that, except as otherwise required by law, holders of Class A Common Stock and Class B Common Stock, as such, shall not be entitled to vote on any amendment to these Second Restated Articles of Incorporation that relates solely to the terms of one or more outstanding series of Preferred Stock unless such amendment would adversely affect the rights of the Common Stock of either class, in which case the class or classes so affected shall be entitled to a class vote thereon.

The Corporation may, as a condition to counting the votes cast by any holder of shares of Class B Common Stock, require proof as set forth in Section 3.E.8 below that the shares of Class B Common Stock held by such holder have not been converted into shares of Class A Common Stock.

B. Dividends and Distributions.

Subject to the preferential and other dividend rights of any outstanding series of Preferred Stock, holders of Class A Common Stock and Class B Common Stock shall be entitled to such dividends and other distributions in cash, stock or property of the Corporation as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. No dividend or other distribution may be declared or paid on any share of Class A Common Stock unless a like dividend or other distribution is simultaneously declared or paid, as the case may be, on each share of Class B Common Stock, nor shall any dividend or other distribution be declared or paid on any share of Class B Common Stock unless a like dividend or other distribution is simultaneously declared or paid, as the case may be, on each share of Class A Common Stock, in each case without preference or priority of any kind. All dividends and distributions on the Class A Common Stock and Class B Common Stock payable in Common Stock of the Corporation shall be made in shares of Class A Common Stock and Class B Common Stock, respectively. In no event will shares of either class of

Common Stock be split, divided or combined unless the outstanding shares of the other class of Common Stock shall be proportionately split, divided or combined.

In the event of a transaction as a result of which the shares of Class A Common Stock are converted into or exchanged for one or more other securities, cash or other property (a "Class A Conversion Event"), then from and after such Class A Conversion Event, a holder of Class B Common Stock shall be entitled to receive, upon the conversion of such Class B Common Stock pursuant to Section 3.E. of this Article V, the amount of such securities, cash and other property that such holder would have received if the conversion of such Class B Common Stock had occurred immediately prior to the record date (or if there is no record date, the effective date) of the Class A Conversion Event. This paragraph shall be applicable in the same manner to all successive conversions or exchanges of securities issued pursuant to any Class A Conversion Event.

No adjustments in respect of dividends shall be made upon the conversion of any share of Class B Common Stock; provided , however , that if a share shall be converted after the record date for the payment of a dividend or other distribution on shares of Class B Common Stock but before such payment, then the record holder of such share at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such share of Class B Common Stock on the payment date notwithstanding the conversion thereof.

C. Options, Rights or Warrants.

Subject to Section 3.B., the Corporation will not be entitled to issue additional shares of Class B Common Stock, or issue options, rights or warrants to subscribe for additional shares of Class B Common Stock, except that the Corporation may make a pro rata offer to all holders of Common Stock of rights to subscribe for additional shares of the class of Common Stock held by them. The Corporation may make offerings of options, rights or warrants to subscribe for shares of any class or classes of capital stock (other than Class B Common Stock) to all holders of Class A Common Stock or Class B Common Stock if an identical offering is made simultaneously to all the holders of the other class of Common Stock. All offerings of options, rights or warrants shall offer the respective holders of Class A Common Stock and Class B Common Stock the right to subscribe at the same rate per share.

D. Merger.

In the event of a merger of the Corporation with or into another entity (whether or not the Corporation is the surviving entity), the holders of each share of Class A Common Stock and Class B Common Stock shall be entitled to receive the same per share consideration as the per share consideration, if any, received by the holders of each share of the other class of Common Stock; provided that, if such consideration shall consist in any part of voting securities (or of options or warrants to purchase, or of securities convertible into or exchangeable for, voting securities), then the Corporation

may provide in the applicable merger agreement for the holders of shares of Class B Common Stock to receive, on a per share basis, voting securities with ten (10) times the number of votes per share as those voting securities to be received by the holders of shares of Class A Common Stock (or options or warrants to purchase, or securities convertible into or exchangeable for, voting securities with ten (10) times the number of votes per share as those voting securities issuable upon exercise of the options or warrants to be received by the holders of the shares of Class A Common Stock, or into which the convertible or exchangeable securities to be received by the holders of the shares of Class A Common Stock may be converted or exchanged).

E. Conversion of Class B Common Stock.

1. Voluntary Conversion. Each share of Class B Common Stock shall be convertible, at the option of its record holder, into one validly issued, fully paid and non-assessable share of Class A Common Stock at any time.

2. Voluntary Conversion Procedure. At the time of a voluntary conversion, the record holder of shares of Class B Common Stock shall deliver to the principal office of the Corporation or any transfer agent for shares of the Class A Common Stock (i) the certificate or certificates representing the shares of Class B Common Stock to be converted, duly endorsed in blank or accompanied by proper instruments of transfer and (ii) written notice to the Corporation stating that the record holder elects to convert such share or shares and stating the name or names (with addresses) and denominations in which the certificate or certificates representing the shares of Class A Common Stock issuable upon the conversion are to be issued and including instructions for the delivery thereof. Conversion shall be deemed to have been effected at the time when delivery is made to the Corporation or its transfer agent of such written notice and the certificate or certificates representing the shares of Class B Common Stock to be converted, and as of such time each Person named in such written notice as the Person to whom a certificate representing shares of Class A Common Stock is to be issued, shall be deemed to be the holder of record of the number of shares of Class A Common Stock to be evidenced by that certificate. Upon such delivery, the Corporation or its transfer agent shall promptly issue and deliver at the stated address of such record holder of shares of Class A Common Stock a certificate or certificates representing the number of shares of Class A Common Stock to which such record holder is entitled by reason of such conversion, and shall cause such shares of Class A Common Stock to be registered in the name of the record holder.

3. Automatic Conversion.

(a) Subject to paragraph (c) below, in the event of any Transfer (as hereinafter defined) of any share of Class B Common Stock to any Person other than a Permitted Transferee (as hereinafter defined), such share of Class B Common Stock shall automatically, without any further action, convert into one share of Class A Common Stock. In addition, upon any Change of Control (as hereinafter defined) of any corporation, partnership, limited liability company, trust or charitable organization which

is a record holder of any share of Class B Common Stock, such share of Class B Common Stock shall automatically convert into a share of Class A Common Stock. Notwithstanding the foregoing, an Initial Holder shall not be subject to automatic conversion pursuant to this paragraph 3(a) with respect to the shares of Class B Common Stock acquired by such Initial Holder pursuant to Article XIV hereof (and any additional shares distributed to such Initial Holder with respect to such shares pursuant to Section 3.B. hereof), but only so long as such Initial Holder remains the sole Beneficial Owner of such shares.

(b) Each share of Class B Common Stock shall automatically convert into one share of Class A Common Stock on the first date on which the number of shares of Class B Common Stock then outstanding is less than 15% of all the then outstanding shares of Common Stock (calculated without regard to the difference in voting rights between the classes of Common Stock) without any further action on the part of the Corporation or any other Person.

(c) Notwithstanding anything to the contrary set forth in this Section 3 of this Article V, a holder of shares of Class B Common Stock may pledge such holder's shares of Class B Common Stock to a financial institution pursuant to a bona fide pledge of such shares of Class B Common Stock as collateral security for any indebtedness or other obligation of any Person (the "Pledged Stock") due to the pledgee or its nominee; provided , however , that (i) such shares shall not be voted by or registered in the name of the pledgee and shall remain subject to the provisions of this Section 3.E. and (ii) upon any foreclosure, realization or other similar action by the pledgee, such Pledged Stock shall automatically convert into shares of Class A Common Stock on a share for share basis unless all right, title and interest in such Pledged Stock shall be Transferred concurrently by the pledgee or the purchaser in such foreclosure to a Permitted Transferee.

(d) The foregoing automatic conversion events described in this paragraph 3 shall be referred to hereinafter as "Events of Automatic Conversion." The determination of whether an Event of Automatic Conversion shall have occurred will be made by the Board of Directors or a committee thereof in accordance with paragraph 8 below.

4. Automatic Conversion Procedure. Any conversion pursuant to an Event of Automatic Conversion shall be deemed to have been effected at the time the Event of Automatic Conversion occurred (the "Conversion Time"). At the Conversion Time, the certificate or certificates that represented immediately prior thereto the shares of Class B Common Stock which were so converted (the "Converted Class B Common Stock") shall, automatically and without further action, represent the same number of shares of Class A Common Stock. Holders of Converted Class B Common Stock shall deliver their certificates, duly endorsed in blank or accompanied by proper instruments of transfer, to the principal office of the Corporation or the office of any transfer agent for shares of the Class A Common Stock, together with a notice setting out the name or names (with addresses) and denominations in which the certificate or certificates representing such shares of Class A Common Stock are to be issued and including instructions for delivery thereof. Upon such delivery, the Corporation or its transfer agent shall promptly issue and deliver at such stated address to such holder of shares of Class A Common Stock a certificate or certificates

representing the number of shares of Class A Common Stock to which such holder is entitled by reason of such conversion, and shall cause such shares of Class A Common Stock to be registered in the name of such holder. The Person entitled to receive the shares of Class A Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Class A Common Stock at and as of the Conversion Time, and the rights of such Person as a holder of shares of Class B Common Stock that have been converted shall cease and terminate at and as of the Conversion Time, in each case without regard to any failure by such holder to deliver the certificates or the notice required by this Section.

5. Unconverted Shares; Notice Required. In the event of the conversion of less than all the shares of Class B Common Stock evidenced by a certificate surrendered to the Corporation in accordance with the procedures of this Section 3.E., the Corporation shall execute and deliver to or upon the written order of the holder of such unconverted shares, without charge to such holder, a new certificate evidencing the number of shares of Class B Common Stock not converted.

6. Retired Shares. Shares of Class B Common Stock that are converted into shares of Class A Common Stock as provided herein shall be retired and canceled and shall have the status of authorized but unissued shares of Class B Common Stock.

7. Reservation. The Corporation shall at all times reserve and keep available, out of its authorized and unissued shares of Class A Common Stock, for the purposes of effecting conversions, such number of duly authorized shares of Class A Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class B Common Stock. All the shares of Class A Common Stock so issuable shall, when so issued, be duly and validly issued, fully paid and non-assessable, and free from liens and charges with respect to such issuance.

8. Determination of Voting Rights And Events of Automatic Conversion. The Board of Directors of the Corporation or a duly authorized committee thereof shall have the power to determine, in good faith after reasonable inquiry, whether an Event of Automatic Conversion has occurred with respect to any share of Class B Common Stock. A determination by the Board of Directors of the Corporation or such committee that an Event of Automatic Conversion has occurred shall be conclusive. As a condition to counting the votes cast by any holder of shares of Class B Common Stock at any annual or special meeting of shareholders, or in connection with any written consent of shareholders, or as a condition to registration of transfer of shares of Class B Common Stock, or for any other purpose, the Board of Directors or a duly authorized committee thereof, in its discretion, may require the holder of such shares to furnish such affidavits or other proof as the Board of Directors or such committee deems necessary or advisable to determine whether an Event of Automatic Conversion shall have occurred. If the Board of Directors or such committee shall determine that a holder has substantially failed to comply promptly with any request by the Board of

Directors or such committee for such proof, such shares shall be entitled to one (1) vote per share until such time as the Board of Directors or such committee shall determine that such holder has complied with such request. The Board of Directors or a committee thereof may exercise the authority granted by this paragraph 8 through duly authorized officers or agents.

9. Definitions. For purposes of this Section E:

(a) Ancestor. The term "Ancestor" with respect to any natural person shall mean and include the blood ancestors of such person. A natural person adopted pursuant to a Permitted Adoption shall have the same status and benefits, and all relationships to or through such person shall be determined in the same manner, as if such person were a child of the blood of such person's adoptive parent or parents rather than of such person's natural parents.

(b) Beneficial Owner. A Person shall be deemed the "Beneficial Owner" of, and to "Beneficially Own" and to have "Beneficial Ownership" of, any share (i) which such Person has the power to vote or dispose, or to direct the voting or disposition of, directly or indirectly, through any agreement, arrangement or understanding (written or oral), or (ii) which such Person has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (written or oral), or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise.

(c) Beneficiary. The term "Beneficiary" with respect to any trust means any Person to whom a current distribution (whether mandatory or discretionary) of income or principal could be made.

(d) Change Of Control. The term "Change of Control" shall mean (i) in the case of a corporation, partnership or limited liability company, such time as any such corporation, partnership or limited liability company shall cease to be a Controlled Entity; (ii) in the case of a trust, such time as such trust shall cease to be a Permitted Trust; or (iii) in the case of a charitable organization, such time as such charitable organization shall cease to be a Permitted Charitable Foundation.

(e) Controlled Entity. A corporation, partnership or limited liability company shall be deemed to be a "Controlled Entity" if (but only if) one or more Permitted Transferees (i) constitute a majority of the members of the board of directors (or a committee performing similar functions), if any, and (ii) own, directly or indirectly, one hundred percent (100%) of the outstanding capital stock of such corporation or the general and limited partnership or limited liability company interests of such partnership or limited liability company, as the case may be.

(f) Descendant. The term "Descendant" with respect to any natural person shall mean and include the blood descendants of such person. A natural person adopted pursuant to a Permitted Adoption shall have the same status and benefits, and all relationships to or through such person shall be determined in the same manner, as if such

person were a child of the blood of such person's adoptive parent or parents rather than of such person's natural parents.

(g) Determination Time. The term "Determination Time" means, with respect to any share of capital stock of the Corporation, the time at which such share of capital stock is converted into Class B Common Stock pursuant to Article XIV of these Second Restated Articles of Incorporation.

(h) Initial Holder. The term "Initial Holder" shall mean (i) each Person in whose name one or more shares of Class B Common Stock are registered at the Determination Time, (ii) each joint owner of a share of Class B Common Stock at the Determination Time, (iii) each minor who is the beneficiary at the Determination Time of a Uniform Gifts to Minors Act account under which the custodian, in such capacity, is an Initial Holder and (iv) the settlor of any trust which is an Initial Holder or any Beneficiary at the Determination Time of any Irrevocable Trust which is an Initial Holder. A Person will cease to be an Initial Holder once that Person no longer holds of record or beneficially any Class B Common Stock. For purposes of the definition of “Initial Holder”, if any shares of Class B Common Stock are registered in the name of a Nominee at the Determination Time, such shares shall be deemed to be registered in the name of the Person for whom such Nominee is acting.

(i) Irrevocable Trust. A trust shall be deemed to be an "Irrevocable Trust" if such trust is not, and can not be amended or revised to become, revocable at any time after the Initial Date by the Person or Persons who established such trust.

(j) Nominee. The term “Nominee” shall mean a partnership or other entity that is acting as a bona fide nominee for the registration of record ownership of securities Beneficially Owned by another Person.

(k) Permitted Adoption. A "Permitted Adoption" of a natural person shall have occurred solely if a decree or order of adoption shall have been made by a duly constituted court or other authority authorized by law to effect adoptions prior to such person attaining the age of twenty-one (21) years.

(l) Permitted Charitable Foundation. A charitable foundation shall be deemed to be a "Permitted Charitable Foundation" if (but only if) such charitable foundation (i) is a charitable organization qualifying for tax-exempt status for Federal income tax purposes under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) is classified as a "private foundation" under Section 509 of the Code and (iii) has as a majority of (x) its members (if any) and board of directors or board of trustees or (y) its trustees, one or more of the Persons described in clause (i), (ii), or (iii) of the definition of "Permitted Transferee" if the charitable organization is a not-for-profit organization or charitable trust, as the case may be.

(m) Permitted Estate. The term "Permitted Estate" shall mean the estate of any Initial Holder or of any Person described in clause (ii) of the definition of "Permitted Transferee", provided that a majority of the executors, administrators or personal representatives of such estate are (i) one or more of the Persons described in clause (i), (ii) or (iii) of the definition of "Permitted Transferee", (ii) one or more licensed attorneys who acted as the personal attorney or attorneys of such Initial Holder or other Person or (iii) a commercial bank or trust company regularly engaged in the business of acting as an executor or administrator and having net capital in excess of U.S. $10 million.

(n) Permitted Transferee. The term "Permitted Transferee" shall mean:

(i) any natural person who is an Initial Holder;

(ii) the spouse of an Initial Holder referred to in the foregoing clause (i), any Descendant or Ancestor of such an Initial Holder and the spouse of any Descendant of such an Initial Holder;

(iii) a corporation, partnership or limited liability company which is a Controlled Entity;

(iv) a Permitted Trust;

(v) a Permitted Charitable Foundation;

(vi) a Permitted Estate; or

(vii) the Corporation and each of its direct or indirect majority-owned subsidiaries.

(o) Permitted Trust. A trust (including a voting trust) shall be deemed to be a "Permitted Trust" if (but only if) such trust (i) has as a majority of its trustees Permitted Trustees ( provided that such condition shall continue to be satisfied for thirty days following the death, resignation, removal or incapacity of a Permitted Trustee that would otherwise result in the failure to satisfy this condition) and (ii) either (x) has no Beneficiary other than a Permitted Transferee, (y) is a charitable remainder annuity or unitrust meeting the requirements of Section 664 of the Code and under which no annuity or unitrust payment will be payable to a Person other than a Permitted Transferee or (z) is a charitable lead annuity or unitrust under which the annuity or unitrust payments qualify for a charitable deduction under Section 2522(c) of the Code and under which no portion of the remainder interest after the charitable lead term will be payable to (or held for the benefit of) any Person other than a Permitted Transferee.

(p) Permitted Trustee. The term "Permitted Trustee" with respect to any trust shall mean (i) a Permitted Transferee, (ii) a licensed attorney acting as the personal attorney for a natural person who is a Permitted Transferee and is also the settlor of such

trust and (or in the case of the death of the settlor, was acting as the personal attorney for such settlor at the time of his death) and (iii) a commercial bank or trust company

regularly engaged in the business of acting as a trustee and having net capital in excess of U.S. $10 million.

(q) Person. The term "Person" means any natural person, corporation, association, partnership, limited liability company, organization, business, government or political subdivision thereof or governmental agency.

(r) Transfer. The term "Transfer" shall mean any sale, transfer (including a transfer made in whole or in part without consideration as a gift), exchange, assignment, pledge, encumbrance, alienation or any other disposition or hypothecation of record ownership or of Beneficial Ownership of any share, whether by operation of law or otherwise; provided , however , that (i) a pledge of any share made in accordance with the provisions of paragraph (c) of Section 3.E and (ii) a grant of a proxy with respect to any share to a Person designated by the Board of Directors of the Corporation who is soliciting proxies on behalf of the Corporation shall not be considered a "Transfer"; and provided further that in the case of any transferee of record ownership that is a Nominee, such Transfer of record ownership shall be deemed to be made to the Person or Persons for whom such Nominee is acting.

10. Stock Legend. The Corporation shall include on the Certificates representing the shares of Class B Common Stock subject thereto a legend referring to the restrictions on transfer and registration of transfer imposed by this Section 3.E.

11. Taxes. The issuance of a certificate for shares of Class A Common Stock upon conversion of shares of Class B Common Stock shall be made without charge for any stamp or other similar tax in respect of such issuance. However, if any such certificate is to be issued in a name other than that of the holder of the shares of Class B Common Stock converted, the Person or Persons requesting the issuance thereof shall pay to the Corporation the amount of any tax which may be payable in respect of any Transfer involved in such issuance or shall establish to the satisfaction of the Corporation that such tax has been paid or is not required to be paid.

F. Liquidation.

In the event of any voluntary or involuntary liquidation, distribution or winding up of the Corporation, after distribution in full of the preferential and/or other amounts to be distributed to the holders of shares of any outstanding series of Preferred Stock, the holders of shares of Class A Stock and Class B Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its shareholders, ratably in proportion to the number of shares of Common Stock held by them. In any such distribution shares of Class A Common Stock and Class B Common Stock shall be treated equally on a per share basis.

ARTICLE VI

Purchase of Shares by Corporation

The Corporation may purchase any shares of outstanding capital stock of the Corporation or the right to purchase any such shares of capital stock from any holder thereof on terms and conditions established by the Board of Directors.

ARTICLE VII

Board of Directors

SECTION 1. Number and Terms.

Except as otherwise fixed by or pursuant to the provisions of these Second Restated Articles of Incorporation relating to the rights of the holders of any series of Preferred Stock, the number of directors of the Corporation shall be determined by resolution adopted by a majority of the entire Board of Directors, but the number shall not be less than three, provided that the term of a director shall not be affected by any decrease in the number of directors so made by the Board of Directors. Other than those who may be elected by the holders of any series of Preferred Stock pursuant to the terms of these Second Restated Articles of Incorporation, commencing at the annual meeting of shareholders that is held in calendar year 2012 (the “2012 Annual Meeting”), directors of the Corporation shall be elected annually for terms of one year, except that any director in office at the 2012 Annual Meeting whose term expires at the annual meeting of shareholders held in calendar year 2013 or calendar year 2014 shall continue to hold office until the end of the term for which such director was elected and until such director’s successor shall have been elected and qualified. Accordingly, at the 2012 Annual Meeting, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the annual meeting of shareholders that is held in calendar year 2013 and until such directors’ successors shall have been elected and qualified. At the annual meeting of shareholders that is held in calendar year 2013, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the annual meeting of shareholders that is held in calendar year 2014 and until such directors’ successors shall have been elected and qualified. At each annual meeting of shareholders thereafter, all directors shall be elected for terms expiring at the next annual meeting of shareholders and until such directors’ successors shall have been elected and qualified. The election of directors need not be by written ballot.

SECTION 2. Vacancies.

Except as otherwise provided for or fixed by or pursuant to the provisions of these Second Restated Articles of Incorporation relating to the rights of the holders of any series of Preferred Stock, any vacancy on the Board of Directors of the Corporation resulting from death, resignation, removal or other cause and any newly created

directorship resulting from any increase in the authorized number of directors between meetings of shareholders shall be filled only by the affirmative vote of a majority of all the directors then in office, even though less than a quorum, and any director so chosen shall hold office for the remainder of the full term of the director to whom the vacancy relates or in the case a new directorship was created, until the next annual meeting of shareholders following such director’s election and, in each case, until such director’s successor shall have been elected and qualified or until his or her earlier death, resignation or removal from office in accordance with these Second Restated Articles of Incorporation or any applicable law or pursuant to an order of a court. If there are no directors in office, then an election of directors may be held in the manner provided by applicable law.

SECTION 3. Notice.

Advance notice of nominations for the election of directors shall be given in the manner and to the extent provided in the By-laws of the Corporation.

SECTION 4. Removal.

Except as otherwise provided for or fixed by or pursuant to the provisions of these Second Restated Articles of Incorporation relating to the rights of the holders of any series of Preferred Stock, any director may be removed from office only for cause and only by the affirmative vote of the holders of a majority of the combined voting power of the then outstanding shares of stock of the Corporation entitled to vote for the election of directors, voting together as a single class. For purposes of this Section (4), "cause" shall mean the willful and continuous failure of a director to substantially perform such director's duties to the Corporation (other than any such failure resulting from incapacity due to physical or mental illness) or the willful engaging by a director in gross misconduct materially and demonstrably injurious to the Corporation.

SECTION 5. Election.

Directors shall be elected by the affirmative vote of the majority of the votes cast by the shares represented in person or by proxy and entitled to vote at any meeting for the election of directors at which a quorum is present; provided that, if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast by the shares represented in person or by proxy and entitled to vote at any such meeting. For purposes of this Section 5, a majority of the votes cast means that the number of votes cast “for” a nominee exceeds the votes cast “against” or “withheld” with respect to the nominee.

ARTICLE VIII

Shareholder Action; No Cumulative Voting

SECTION 1. Meetings; Unanimous Written Consent.

Subject to the rights of the holders of any outstanding series of Preferred Stock, any action required or permitted to be taken by the shareholders of the Corporation must be effected (i) at a duly called annual or special meeting of shareholders of the Corporation or (ii) by unanimous written consent of all shareholders entitled to vote on such action. Subject to the rights of the holders of any outstanding series of Preferred Stock, special meetings of shareholders of the Corporation may be called only by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors or by the Chief Executive Officer of the Corporation. Notwithstanding the foregoing, whenever the holders of any one or more outstanding series of Preferred Stock shall have the right, voting separately by class or series, as applicable, to elect directors at an annual or special meeting of shareholders, the calling of special meetings of the holders of such class or series shall be governed by the terms of the applicable resolution or resolutions of the Board of Directors establishing such series of Preferred Stock pursuant to ARTICLE V of these Second Restated Articles of Incorporation.

SECTION 2. No Cumulative Voting.

Shares of capital stock of the Corporation shall not be entitled to cumulative voting.

ARTICLE IX

Michigan Business Combination Act

Pursuant to Section 783 of the Michigan Business Corporation Act, the Corporation hereby elects to be subject to the provisions of Section 780 of the Michigan Business Corporation Act.

ARTICLE X

By-laws

The power to adopt, alter, amend or repeal the By-laws of the Corporation shall be vested in the Board of Directors. Without limiting the foregoing, the shareholders of the Corporation may adopt, amend or repeal the By-laws of the Corporation only by the affirmative vote of holders of at least 66-2/3% of the combined voting power of the then outstanding shares of capital stock of all classes and series of the

Corporation entitled to vote generally on matters requiring the approval of shareholders, voting together as a single class.

ARTICLE XI

Amendments

In addition to any requirements of law and any other provisions of these Second Restated Articles of Incorporation (and notwithstanding the fact that a lesser percentage may be specified by law or these Second Restated Articles of Incorporation), the affirmative vote of the holders of 66-2/3% or more of the combined voting power of the then outstanding shares of capital stock of all classes and series of the Corporation entitled to vote generally on matters requiring the approval of shareholders, voting together as a single class (a "Supermajority Vote"), shall be required to (i) alter, amend or repeal, or adopt any provision of these Second Restated Articles of Incorporation which is inconsistent with, any provision of Sections 2 and 3 of Article V and Articles VIII, IX or X hereof or this ARTICLE XI and (ii) approve any merger of the Corporation which would, directly or indirectly, have the effect of making changes to these Second Restated Articles of Incorporation that would require a Supermajority Vote if effected directly as an amendment to these Second Restated Articles of Incorporation.

ARTICLE XII

Limitation of Liability

To the full extent permitted by the Michigan Business Corporation Act or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its shareholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article XII by the shareholders of the Corporation shall not adversely affect the right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

ARTICLE XIII

Date of Incorporation; Term

The date of incorporation is March 16, 1912.

The term of the corporate existence is perpetual.

ARTICLE XIV

Effective Time; Conversion of Capital Stock

SECTION 1. Effective Time.

This certificate of Amendment will become effective upon filing (the "Effective Time").

SECTION 2. Conversion of Old Common Stock.

Upon the Effective Time, each issued and outstanding share of common stock, $50 par value ("Old Common Stock"), shall be converted into one share of class B common stock ("Class B Common Stock"). Each person that was a record holder of Old Common Stock immediately prior to the Effective Time shall, immediately after the Effective Time, be treated for all purposes as the record holder of an equal number of shares of Class B Common Stock. Each certificate that represented shares of Old Common Stock immediately prior to the Effective Time shall, immediately after the Effective Time, represent an equal number of shares of Class B Common Stock. Upon surrender of the certificates formerly representing Old Common Stock, such holder shall be entitled to receive new certificates representing the appropriate number of shares of Class B Common Stock. It is understood that the Board of Directors of the Corporation may declare a dividend payable in shares of Class B Common Stock that will be effective immediately upon the conversion of Old Common Stock into Class B Common Stock as provided in this Section 2.

SECTION 3. Conversion of Class A Preferred Stock and Class B Preferred Stock.

Upon the closing (the "Closing Time") of an initial public offering of the Class A Common Stock that is registered with the Securities and Exchange Commission under the Securities Act of 1933 (the "IPO"), (i) each issued and outstanding share of Class A Preferred Stock shall be converted into that number of shares of Class B Common Stock determined by dividing (1) the sum of 103% of the par value thereof ($103) by (2) the initial public offering price per share of Class A Common Stock specified in the final prospectuses for the IPO (the "IPO Price") and (ii) each issued and outstanding share of Class B Preferred Stock shall be converted into that number of shares of Class B Common Stock determined by dividing (1) the sum of $2,000 by (2) the IPO Price; provided , however , that (a) no fractional shares of Class B Common Stock shall be issued; (b) fractional shares of Class B Common Stock which would otherwise be issued to an individual record holder of shares of Class A Preferred Stock or Class B Preferred Stock shall be aggregated to the extent possible into whole shares of Class B Common Stock; and (c) after giving effect to clause (b), each holder of shares of Class A Preferred Stock or Class B Preferred Stock who would otherwise be entitled to receive a fraction of a share of Class B Common Stock shall receive cash consideration equal to the

product of such fraction and the IPO Price. The Corporation will pay any accrued and unpaid dividends to the Closing Time on the Class A Preferred Stock and Class B Preferred Stock in cash to the persons who were the record holders thereof immediately prior to the Closing Time. Each Person that was a record holder of Class A Preferred Stock or Class B Preferred Stock immediately prior to the Closing Time shall, immediately after the Closing Time, be treated as the record holder of the number of shares of Class B Common Stock determined pursuant to the provisions of this Section 3. Each certificate that represented shares of Class A Preferred Stock or Class B Preferred Stock immediately prior to the Closing Time shall, immediately after the Closing Time, represent the number of whole shares of Class B Common Stock into which the shares of Class A Preferred Stock or Class B Preferred Stock represented by such certificate shall have been converted. Upon surrender of the certificates formerly representing Class A Preferred Stock or Class B Preferred Stock, such holder shall be entitled to receive new certificates representing the appropriate number of shares of Class B Common Stock and any cash consideration in lieu of fractional shares owed to such holder as provided in clause (c) of the proviso to the first sentence of this Section 3. Shares of Class B Common Stock issued upon the conversion of Class A Preferred Stock or Class B Preferred Stock pursuant to this Section 3 shall not be entitled to receive the dividend, if any, referred to in the last sentence of Section 2 of this Article XIV.

ARTICLE XV

Class A and Class B Preferred Stock

Section 1. Dividends on Class A and Class B Preferred Stock.

A. Class A Preferred Stock.

The holders of the Class A Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets or funds of the Corporation at the time legally available for the payment of dividends under the laws of the State of Michigan, dividends at the rate of five percent (5%) per annum, payable quarterly on dates to be fixed by the Board of Directors of the Corporation. No dividends shall be paid upon the Class B Preferred Stock or the Common Stock of the Corporation in any fiscal year unless and until in the same fiscal year of payment, the Board of Directors shall have declared and paid or set aside for payment upon the Class A Preferred Stock, a dividend amount of five percent (5%) per annum.

Dividends on the Class A Preferred Stock shall be cumulative from and after December 1, 1953, so that, if in any quarterly dividend period or periods, dividends on the outstanding Class A Preferred Stock at the rate of five percent (5%) of the par value thereof per annum shall not have been paid or set apart for payment, the deficiency shall be paid or set apart for payment, but without interest, before any distribution, whether by way of dividends or otherwise, shall be declared or paid upon or set apart for the Class B Preferred Stock or the Common Stock, or any other stock of the corporation,

except stock having a preference over or being on a parity with the Class A Preferred Stock. The term "accrued" as hereinafter applied to dividends on the Class A Preferred Stock shall mean the amount which shall be equal to the sum of all accumulated dividends as set forth in this paragraph, from the date from which such dividends shall have become cumulative, but without interest thereon, less the aggregate amount of all cumulative dividends theretofore paid or declared or set apart for payment on the Class A Preferred Stock.

B. Class B Preferred Stock. The holders of the Class B Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets or funds of the Corporation at the time legally available for the payment of dividends under the laws of the State of Michigan, dividends at the rate of One Hundred Dollars ($100.00) per Class B Preferred Share per annum, payable quarterly on dates to be fixed by the Board of Directors of the Corporation. No dividends shall be paid upon the Common Stock of the Corporation in any fiscal year unless and until in the same fiscal year of payment, the Board of Directors shall have declared and paid or set aside for payment upon the Class B Preferred Stock, a dividend at such rate.

Dividends on the Class B Preferred Stock shall be cumulative from and after May 6, 1992, so that, if in any quarterly dividend period or periods, dividends on the outstanding Preferred Stock at the rate of One Hundred Dollars ($100.00) per Preferred Share per annum shall not have been paid or set apart for payment, the deficiency shall be paid or set apart for payment, but without interest, before any distribution, whether by way of dividends or otherwise, shall be declared or paid upon or set apart for the Common Stock, or any other stock of the Corporation, except stock having a preference over or being on a parity with the Class B Preferred Stock. The term "accrued" as hereinafter applied to dividends on the Class B Preferred Stock shall mean the amount which shall be equal to the sum of all accumulated dividends as set forth in this paragraph, from the date from which such dividends shall have become cumulative, but without interest thereon, less the aggregate amount of all cumulative dividends theretofore paid or declared or set apart for payment.

SECTION 2 Preference on Liquidation.

A. Class A Preferred Stock.

In the event of any liquidation, dissolution or winding up of the Corporation, the holders of the Class A Preferred Stock shall be entitled, before any of the assets of the Corporation shall be distributed among or paid over to the holders of the Class B Preferred Stock or Common Stock, to be paid in full an amount equal to One Hundred Dollars ($100.00) per share, plus an amount equal to all cumulative unpaid dividends thereon.

B. Class B Preferred Stock.

In the event of any liquidation, dissolution or winding up of the Corporation, the holders of the Class B Preferred Stock shall be entitled, before any of the assets of the Corporation shall be distributed among or paid over to the holders of the Common Stock, to be paid in full in an amount equal to Two Thousand Dollars ($2,000.00) per share, plus an amount equal to all cumulative unpaid dividends thereon.

SECTION 3 Redemption of Class A and Class B Preferred Stock.

A. Class A Preferred Stock.

The Class A Preferred Stock may be redeemed in whole or in part on any dividend payment date at the option of the Board of Directors upon not less than thirty (30) days' prior notice to the holders of record of the Class A Preferred Stock given in such manner and form and on such other terms and conditions as may be prescribed by resolution of the Board of Directors, by payment in cash for each share of the Class A Preferred Stock to be redeemed, the sum of one hundred three percent (103%) of the par value, plus an amount equal to dividends accrued thereon up to the date of redemption. If less than all the outstanding shares are to be redeemed, the shares to be redeemed may be either (i) shares selected pro rata or by lot, or (ii) share or shares of any particular shareholder or shareholders designated by the Board of Directors. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the Corporation in the payment of the redemption price), all dividends on the Class A Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as shareholders of the Corporation, except the right to receive the redemption price, shall cease and determine.

B. Class B Preferred Stock.

The Class B Preferred Stock may be redeemed in whole or in part on any dividend payment date at the option of the Board of Directors upon not less than thirty (30) days’ prior notice to the holders of record of the Class B Preferred Stock given in such manner and form and on such other terms and conditions as may be prescribed by resolution of the Board of Directors, by payment in cash for each share of the Class B Preferred Stock to be redeemed, the sum of Two Thousand Dollars ($2,000.00) per share, plus an amount equal to dividends accrued thereon up to the date of redemption. If less than all the outstanding shares are to be redeemed, the shares to be redeemed may be either (i) shares selected pro rata or by lot, or (ii) share or shares of any particular shareholder or shareholders designated by the Board of Directors. From and after the date fixed in any such notice as the date of redemption (unless default shall be made by the Corporation in the payment of the redemption price), all dividends on the Class B Preferred Stock thereby called for redemption shall cease to accrue and all rights of the holders thereof as shareholders of the Corporation, except the right to receive the redemption price, shall cease and determine.

SECTION 4. Voting Rights.

Except as otherwise provided by the laws of the State of Michigan, the holders of the Class A Preferred Stock and Class B Preferred Stock shall have no voting power.

AMENDED BY-LAWS OF STEELCASE INC.

Amended as of: July 13, 2011

SECTION 1.01. Offices . The corporation may have offices at such places both within and without the State of Michigan as the board of directors may from time to time determine or the business of the corporation may require.

Meetings of Shareholders

SECTION 2.01. Times and Places of Meetings . Meetings of the shareholders shall be held at such times and places as may be fixed from time to time by the board of directors, within or without the State of Michigan.

SECTION 2.02. Annual Meeting . An annual meeting of the shareholders for election of directors and for such other business as may come before the meeting shall be held each year at such time on such business day and in such month as may be designated by the board (provided that each successive annual meeting shall be held within 15 months of the preceding annual meeting).

SECTION 2.03. Special Meetings . Special meetings of the shareholders may be called by the board of directors or by the Chief Executive Officer, and shall be held on such date as may be specified in the notice of the meeting.

SECTION 2.04. Notice of Meetings . Written notice of all meetings of shareholders, stating the time, place and purposes thereof, shall be given to each shareholder of record entitled to vote thereat, at least 10 but not more than 60 days before the date fixed for the meeting, either personally or by mail (notice by mail shall be deemed given when mailed).

SECTION 2.05. Quorum . The holders of a majority of the voting power of shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by statute or by the Articles of Incorporation; provided, however, that when any specified action is required to be voted upon by a class or series of shares voting as a class or series, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified action. If there shall be no quorum, the shares present by majority vote may adjourn the meeting from time to time,

without notice other than announcement at the meeting, until a quorum shall be present, when any business may be transacted which might have been transacted at the meeting as first convened had there been a quorum. However, if after the adjournment the board fixes a new record date for the adjourned meeting, notice of the time, place and purposes of such meeting shall be given to each shareholder of record on the new record date. Once a quorum shall have been determined to be present, the shareholders present in person or by proxy at any meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 2.06. Vote Required . (a) 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 plurality is required by the Articles of Incorporation or express provision of statute.

(b) Directors shall be elected by the affirmative vote of the majority of the votes cast by the shares represented in person or by proxy and entitled to vote at any meeting for the election of directors at which a quorum is present (a “majority vote”); provided that, if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes cast by the shares represented in person or by proxy and entitled to vote at any such meeting. Any incumbent director who fails to receive, in an election as to which majority voting applies, the affirmative vote of the majority of the votes cast shall tender his or her resignation to the board of directors promptly following certification of the shareholder vote. A recommendation to the board of directors on whether to accept or reject the tendered resignation or whether other action should be taken shall be made by (i) a designated standing committee of the board of directors (the “Committee”), or (ii) if each member of the Committee did not receive a majority vote, then the independent directors (as such term is defined under the listing standards of the New York Stock Exchange) who did receive a majority vote may appoint a committee from such directors to consider the tendered resignation and make a recommendation to the board of directors, or (iii) if three or fewer independent directors received a majority vote, then all such directors may participate in the actions regarding the resignation offers and make a recommendation to the board of directors. Any director who tenders his or her resignation shall not participate in any Committee or board deliberations, recommendations or decisions relating thereto. The board of directors shall act on the recommendation and publicly disclose its decision no later than 90 days from the date of the certification of the election results. In the event that the application of this Section 2.06(b) results in a vacancy on the board of directors, the board of directors shall determine whether to fill such vacancy or to reduce the size of the board of directors.

SECTION 2.07. Voting Rights . With respect to any matter for which shareholders are entitled to vote, each shareholder shall be entitled, in person or by proxy, to cast the number of votes specified for such matter in the Articles of Incorporation with respect to the number of shares of capital stock held by such person.

SECTION 2.08. Order of Business . (a) At each meeting of the shareholders, the Chairman of the Board or, in the absence of the Chairman of the Board, the Chief

Executive Officer, or in the absence of both the Chairman and the Chief Executive Officer, such person as shall be selected by the board shall act as chairman of the meeting. The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the voting polls.

(b) At any annual meeting of shareholders, only such business shall be conducted as shall have been brought before the annual meeting (i) by or at the direction of the chairman of the meeting or (ii) by any shareholder who is a holder of record at the time of the giving of the notice provided for in this Section 2.08, who is entitled to vote at the meeting and who complies with the procedures set forth in this Section 2.08.

(c) For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given written notice thereof, either by personal delivery or by United States mail, postage prepaid, to the Secretary of the corporation (the "Secretary") at the principal executive offices of the corporation, not less than 70 days nor more than 90 days prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the shareholder must be so given not earlier than the 90 th day prior to such annual meeting and not later than the close of business on the later of the 70 th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. Any such notice shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address, as they appear on the corporation's books, of the shareholder proposing such business; (iii) the class and number of shares of the corporation which are beneficially owned by the shareholders; (iv) any material interest of the shareholder in such business; and (v) if the shareholder intends to solicit proxies in support of such shareholder's proposal, a representation to that effect. The foregoing notice requirements shall be deemed satisfied by a shareholder if the shareholder has notified the corporation of his or her intention to present a proposal at an annual meeting and such shareholder's proposal has been included in a proxy statement that has been prepared by management of the corporation to solicit proxies for such annual meeting; provided, however, that if such shareholder does not appear or send a qualified representative, as determined by the chairman of the meeting, to present such proposal at such annual meeting, the corporation need not present such proposal for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the corporation. No business shall be conducted at an annual meeting of shareholders except in accordance with this Section 2.08, and the chairman of any annual meeting of shareholders may refuse to permit any business to be brought before an annual

meeting without compliance with the foregoing procedures or if the shareholder solicits proxies in support of such shareholder's proposal without such shareholder having made the representation required by clause (v) of the second sentence of this subsection (c).

SECTION 3.01. Fixing of Record Date by Board . For the purpose of determining shareholders entitled to notice of and to vote at a meeting of shareholders or an adjournment thereof, or to express consent or to dissent from a proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of a dividend or allotment of a right, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. The date shall not be more than 60 nor less than 10 days before the date of the meeting, nor more than 60 days before any other action.

SECTION 3.02. Provision for Record Date in the Absence of Board Action . If a record date is not fixed by the board of directors (a) 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; and (b) the record date for determining shareholders for any purpose other than that specified in subsection (a) shall be the close of business on the day on which the resolution of the board relating thereto is adopted.

SECTION 3.03. Adjournments . 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 Article III, the determination applies to any adjournment of the meeting, unless the board fixes a new record date for the adjourned meeting.

SECTION 4.01. Number of Directors . The number of directors which shall constitute the whole board shall be determined from time to time by resolution of the board of directors in accordance with the provisions of Article VII of the Articles of Incorporation.

SECTION 4.02. Vacancies . Vacancies shall be filled in accordance with the provisions of Section 2 of Article VII of the Articles of Incorporation.

SECTION 4.03. Powers . The business of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-laws directed or required to be exercised or done by the shareholders.

SECTION 4.04. Fees and Expenses . The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary or other compensation as a director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

SECTION 4.05. Resignation . Any director may resign at any time and such resignation shall take effect upon receipt thereof by the corporation, or such subsequent time as set forth in the notice of resignation.

SECTION 4.06. Qualifications . A director need not be a shareholder, a citizen of the United States or a resident of the State of Michigan.

SECTION 4.07. Notification of Nominations . (a) Subject to the rights of the holders of any series of Preferred Stock, nominations for the election of directors may be made by the board or by any shareholder who is a shareholder of record at the time of giving of the notice of nomination provided for in this Section 4.07 and who is entitled to vote for the election of directors. Any shareholder of record entitled to vote for the election of directors at a meeting may nominate persons for election as directors only if timely written notice of such shareholder's intent to make such nomination is given, either by personal delivery or by United States mail, postage prepaid, to the Secretary. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation (i) with respect to an election to be held at an annual meeting of shareholders, not less than 70 nor more than 90 days prior to the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days earlier or more than 60 days later than such anniversary date, notice by the shareholder to be timely must be so given not earlier than the 90 th day prior to such annual meeting and not later than the close of business on the later of the 70 th day prior to such annual meeting or the 10 th day following the day on which public announcement of the date of such meeting is first made and (ii) with respect to an election to be held at a special meeting of shareholders for the election of directors, not earlier than the 90 th day prior to such special meeting and not later than the close of business on the later of the 60 th day prior to such special meeting or the 10 th day following the day on which public announcement is first made of the date of the special meeting and of the nominees to be elected at such meeting. Each such notice shall set forth: (a) the name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the shareholder is a holder of record of stock of the corporation entitled to vote at such meeting and 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 or nominations are to be made by the shareholder; (d) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the board; (e) the consent of each nominee to serve as a director of the corporation if so elected and (f) if the shareholder intends to solicit proxies in support of such shareholder's nominee(s), a representation to that effect. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure or if the shareholder solicits proxies in favor of such shareholder's nominee(s) without having made the representation required by the immediately preceding sentence. Only such persons who are nominated in accordance with the procedures set forth in this Section 4.07 shall be eligible to serve as directors of the corporation.

(b) Notwithstanding anything in the immediately preceding paragraph of this Section 4.07 to the contrary, in the event that the number of directors to be elected to the board of directors of the corporation at an annual meeting of shareholders is increased and there is no public announcement naming all of the nominees for directors or specifying the size of the increased board of directors made by the corporation at least 70 days prior to the first anniversary of the preceding year's annual meeting, a shareholder's notice required by this Section 4.07 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to or mailed to and received by the Secretary at the principal executive offices of the corporation not later than the close of business on the 10 th day following the day on which such public announcement is first made by the corporation.

SECTION 4.08. Maximum Age of Nominees for Director . No person shall be eligible for election or appointment as a director after attaining the age of 75.

SECTION 4.09. Chairman of the Board . The board of directors at its first meeting after the annual meeting of shareholders, or as soon as practicable after the election of directors in each year, may elect from its members a Chairman of the Board and any number of Vice Chairmen of the Board, each of whom shall hold such position at the pleasure of the board. The Chairman of the Board, if there be one, shall, when present, preside at all meetings of the directors and shareholders. He shall have such other duties and powers as may be imposed or given by the board.

SECTION 4.10. Vice Chairmen of the Board . Each Vice Chairman of the Board, if there be any, shall have such powers and perform such duties as may be assigned to him from time to time by the Chairman of the Board or the board of directors.

Meetings of Directors

SECTION 5.01. Places of Meetings . The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Michigan.

SECTION 5.02. First Meeting of Newly Elected Board . The first meeting of each newly elected board of directors shall be held following the annual meeting of shareholders, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held immediately following the annual meeting of shareholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

SECTION 5.03. Regular Meetings . 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.

SECTION 5.04. Special Meetings . Special meetings of the board may be called by the Chief Executive Officer or Secretary or by a majority of the directors then in office, on two days' notice to each director, either personally or by mail or by facsimile.

SECTION 5.05. Purpose Need Not Be Stated . Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice of such meeting.

SECTION 5.06. Quorum . At all meetings of the board a majority of the total number of directors then in office shall constitute a quorum for the transactions of business, and the acts of a majority of the directors present at any meeting at which there is a quorum shall be the acts of the board of directors, except as may be otherwise specifically provided by applicable law or by the Articles of Incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 5.07. Action Without a Meeting . Unless otherwise restricted by the Articles of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if, before or after the action, a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes or proceedings of the board or committee. Such consent shall have the same effect as a vote of the board or committee for all purposes.

SECTION 5.08. Meeting by Telephone or Other Communication Equipment . The board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can communicate with each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

SECTION 5.09. Waiver of Notice . Attendance of a director at a meeting of the board or any committee constitutes a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transacting of any business because the meeting is not lawfully called or convened. Notice of any meeting of the board or a committee need not be given to any person entitled thereto who waives such notice in writing, either before or after the meeting.

Committees of Directors

SECTION 6.01. Executive Committee of the Board . The board of directors may appoint an Executive Committee of the Board whose membership shall consist of such members of the board of directors as it may deem advisable from time to time to serve during the pleasure of the board. The board of directors may also appoint directors to serve as alternates for members of the Executive Committee of the Board in the absence or disability of regular members. The board of directors may fill any vacancies in the Executive Committee of the Board as they occur. The Executive Committee of the Board, if there be one, shall have and may exercise the powers of the board of directors in the management of the business affairs and property of the corporation during the intervals between meetings of the board of directors, subject to applicable law and to such limitations and control as the board of directors may impose from time to time.

SECTION 6.02. Other Committees . The board of directors may designate such other committees as it may deem appropriate, and such committees shall exercise the authority delegated to them.

SECTION 6.03. Meetings . Each committee provided for above shall meet as often as its business may require and may fix a day and time for regular meetings, notice of which shall not be required. Whenever the day fixed for a meeting shall fall on a holiday, the meeting shall be held on the business day following or on such other day as the committee may determine. Special meetings of committees may be called by any member, and notice thereof may be given to the members by mail, telephone or facsimile. A majority of its members shall constitute a quorum for the transaction of business of any of the committees.

SECTION 6.04. Substitutes . In the absence or disqualification of a member of a committee, the members thereof present at a meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another member of the board to act at the meeting in place of such absent or disqualified member.

SECTION 7.01. Appointment . The board of directors at its first meeting after the annual meeting of shareholders, or as soon as practicable after the election of directors in each year, shall appoint a Chief Executive Officer, a Secretary and a Treasurer and may also appoint a President and one or more Vice Presidents, none of whom need be members of the board. The board from time to time may appoint such other officers as they may deem proper. The dismissal of an officer, the appointment of an officer to fill the place of one who has been dismissed or has ceased for any reason to be an officer, the appointment of any additional officers, and the change of an officer to a different or additional office, may be made by the board of directors at any later meeting. Any two or more offices may be filled by the same person.

SECTION 7.02. Term of Office . Each officer shall hold office at the pleasure of the board. The board of directors may remove any officer for cause or without cause. Any officer may resign his office at any time, such resignation to take effect upon receipt of written notice thereof by the corporation unless otherwise specified in the resignation. If any office becomes vacant for any reason, the vacancy may be filled by the board.

SECTION 7.03. The Chief Executive Officer . The Chief Executive Officer shall have final authority, subject to the control of the board of directors, over the general policy and business of the corporation and shall have the general control and management of the business and affairs of the corporation. Unless there shall be a Chairman of the Board, or, if there be one, in the event of his death, resignation, absence or inability to act, the Chief Executive Officer shall preside at all meetings of the shareholders, and, if he shall be a director, at all meetings of the board of directors. The Chief Executive Officer shall have the power, subject to the control of the board of directors, to appoint or discharge and to prescribe the duties and to fix the compensation of such agents and employees of the corporation as he may deem necessary. He shall have the authority to appoint or suspend the duties of officers on an interim basis, and the authority to establish compensation for corporate officers subject to the control of the board. He shall make and sign bonds, mortgages and other contracts and agreements in the name and on behalf of the corporation, except when he or the board of directors by resolution instruct the same to be done by some other officer or agent. He shall see that all orders and resolutions of the board of directors are carried into effect and shall perform all other duties necessary or appropriate to his office, subject, however, to his right and the right of the directors to delegate any specific powers to any other officer or officers of the corporation.

SECTION 7.04. The President . The President shall be the chief operating officer of the corporation and shall have general supervision of the day-to-day business of the corporation; and shall, in the absence of the Chief Executive Officer, perform the duties and exercise the powers of the Chief Executive Officer, and shall perform such other duties and have such other powers as the Chief Executive Officer or the board of directors may prescribe from time to time.

SECTION 7.05. Vice Presidents . Each Vice President shall have such title and powers and perform such duties as may be assigned to him from time to time by the Chief Executive Officer or the board of directors.

SECTION 7.06. Secretary . The Secretary shall cause to be maintained minutes of all meetings of the board and of the shareholders and shall keep a record of all votes at such meetings. The Secretary shall give, or see to the giving of notice of all meetings of the shareholders and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the President.

SECTION 7.07. Treasurer . The Treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the board, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors. He shall disburse the funds of the corporation as may be ordered by the board.

SECTION 7.08. Assistant Secretaries and Treasurers . There may be elected one or more Assistant Secretaries and Assistant Treasurers who may, in the absence, disability or nonfeasance of the Secretary or Treasurer, respectively perform the duties and exercise the powers of such persons.

SECTION 7.09. Other Officers . All other officers, as may from time to time be appointed by the board of directors pursuant to this Article, shall perform such duties and exercise such authority as the board of directors or the Chief Executive Officer shall prescribe.

SECTION 7.10. Absence of Officer . In the case of the absence of any officer, or for any other reason that the board may deem sufficient, the Chief Executive Officer or the board may delegate for the time being the powers or duties of such officer to any other officer or to any director.

Certificates of Stock

SECTION 8.01. Form . Every holder of stock in the corporation shall be entitled on request to have a certificate, signed by, or in the name of the corporation by, the

Chairman of the Board, the Chief Executive Officer, the President or a Vice President, and by the Treasurer, or an Assistant Treasurer, or the Secretary, or an Assistant Secretary, of the corporation, certifying the number of shares owned by such holder. The certificates may, but need not, be sealed with the seal of the corporation, or a facsimile thereof.

SECTION 8.02. Facsimile Signatures . Any signature on a stock certificate may be a facsimile. In case any officer who signed, or whose facsimile signature has been placed upon a certificate, shall have ceased to be such officer before such certificate is issued, it may be issued with same effect as if he were such officer at the date of issue.

SECTION 8.03. Substituted Certificates . The officers may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation on account of the certificate alleged to have been lost or destroyed, or the issuance of such new certificate.

SECTION 8.04. Registered Owner . The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to vote as such owner and to have all of the other rights and responsibilities of the owner of such shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by statute.

SECTION 9.01. Indemnification . The corporation shall, to the fullest extent authorized or permitted by the Michigan Business Corporation Act, (a) indemnify any person, and his or her heirs, personal representatives, executors, administrators and legal representatives, who was, is, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director, officer or employee of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation (including a subsidiary corporation), limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, whether or not for profit, or by reason of anything done by such person in such capacity (collectively, "Covered Matters") and (b) pay or reimburse the

reasonable expenses incurred by such person and his or her heirs, executors, administrators and legal representatives in connection with any Covered Matter in advance of final disposition of such Covered Matter. The corporation may provide such other indemnification to directors, officers, employees and agents by insurance, contract or otherwise as is permitted by law and authorized by the board of directors.

Subsidiaries and Divisions

SECTION 10.01. Divisional Officers . The board of directors or the Chief Executive Officer may, as they shall deem necessary, designate certain individuals as divisional officer. Any titles given to divisional officers may be withdrawn at any time, without cause, by the board of directors or the Chief Executive Officer. A divisional officer may, but need not be, a director or an executive officer of the corporation. All divisional officers shall perform such duties and exercise such authority as the board of directors or the Chief Executive Officer shall prescribe.

SECTION 10.02. Subsidiaries . The Chief Executive Officer, or any other officer, agent or proxy appointed by the board of directors may vote the shares of stock owned by the corporation in any subsidiary, whether wholly or partly owned by the corporation, in such manner as they may deem in the best interests of the corporation, including, without limitation, for the election of directors of any such subsidiary corporation, or for any amendments to the charter or by-laws of any such subsidiary corporation, or for the liquidation, merger or sale of assets of any subsidiary corporation. The board of directors or the Chief Executive Officer may cause to be elected to the board of directors of any such subsidiary corporation such persons as they shall designate, any of whom may be, but need not be, directors, executive officers or other employees or agents of the corporation. The board of directors or the Chief Executive Officer may instruct the directors of any such subsidiary corporation as to the manner in which they are to vote upon any issue properly coming before them as the directors of such subsidiary corporation, and such directors shall have no liability to the corporation as the result of any action taken in accordance with such instructions.

SECTION 10.03. Divisional and Subsidiary Officers Not Officers of the Corporation . Divisional officers, and the officers of any subsidiary corporation, shall not, by virtue of holding such title and position, be deemed to be officers of the corporation, nor shall any such divisional officer or officer of a subsidiary corporation, unless he shall also be a director or executive officer of the corporation, be entitled to have access to any files, records or other information relating or pertaining to the corporation, its business and finances.

Control Share Acquisition Act

SECTION 11.01. Control Share Acquisition Act . The corporation hereby elects not to be subject to the provisions of the Stacey, Bennet, and Randall Shareholder Equity Act under the Michigan Business Corporation Act.

SECTION 12.01. Checks . All checks, drafts or demands for money and notes of the corporation must be signed by such officer or officers or such other person or persons as the board of directors from time to time designates. All funds of the corporation not otherwise employed shall be deposited or used as the board of directors from time to time designates.

SECTION 12.02. Fiscal Year . The fiscal year of the corporation shall end on the last day of February of each year or on such other date as may be fixed by resolution of the board of directors.

SECTION 12.03. Seal . The corporate seal, if any, shall have inscribed thereon the name of the corporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

SECTION 12.04. Dividends . Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of capital stock, subject to the provisions of the Articles of Incorporation.

SECTION 12.05. Voting Shares of Another Corporation . Shares of any other corporation owned by this corporation shall be voted in the manner provided in Section 10.02 of Article X with respect to the voting of shares in subsidiaries.

SECTION 13.01. Amendments . Any By-law (other than this Article XIII) may be adopted, repealed, altered or amended by a majority of the entire board at any meeting thereof. The shareholders of the corporation shall have the power to amend, alter or

repeal any provision of these By-laws only to the extent and in the manner provided in the Articles of Incorporation.