Effective 9/20/94.
Amended and Restated
By-laws
of
Ampco-Pittsburgh Corporation
Incorporated under the Laws of Pennsylvania
Amended and Restated
By-laws
of
Ampco-Pittsburgh Corporation
Incorporated under the Laws of Pennsylvania
ARTICLE I
SHAREHOLDERS
SECTION 1. Annual Meeting.
An annual meeting of shareholders for the election of directors and the
transaction of such other business as may properly come before the meeting
shall be held on the fourth Tuesday in April of each year, at 10:00 a.m.,
prevailing time, or at such other hour as the Board of Directors may
designate, or on such other day and at such hour as the Board of Directors may
designate. If the day fixed for the meeting is a legal holiday, the meeting
shall be held at the same hour on the next succeeding full business day which
is not a legal holiday.
SECTION 2. Special Meetings.
Special meetings of shareholders may be called at any time by the
Chairman of the Board, the President, or a majority of the directors in
office. Upon written request of any person or persons who shall have duly
called a special meeting, it shall be the duty of the Secretary to fix the
date and hour of the meeting, to be held not more than sixty days after the
receipt of the request.
SECTION 3. Place.
Each annual or special meeting of shareholders shall be held at the
principal office of the Corporation or at such other place in Pennsylvania or
elsewhere as the Board of Directors or the person calling the meeting may
designate.
SECTION 4. Notice.
Written notice stating the place, day and hour of each meeting of
shareholders and, in the case of a special meeting, the general nature of the
business to be transacted, shall be mailed by the Secretary at least ten days
before the meeting to each shareholder of record entitled to vote at the
meeting to his address appearing on the books of the Corporation or supplied
by him to the Corporation for the purpose of notice.
SECTION 5. Quorum.
The presence, in person or by proxy, of shareholders entitled to cast at
least a majority of the votes which all shareholders are entitled to cast on a
particular matter shall constitute a quorum for the purpose of considering
such matter at a meeting of shareholders. If a quorum is not present in
person or by proxy, those present may adjourn from time to time to reconvene
at such time and place as they may determine. In the case of a meeting called
for the election of directors, those present in person or by proxy at the
second of such adjourned meetings, although less than a quorum for any other
purpose, shall nevertheless constitute a quorum for the purpose of electing
directors at such second adjourned meeting.
SECTION 6. Voting.
Shareholders shall be entitled to one vote for each share of stock owned
by them on the books of the Corporation and entitled to vote at the particular
meeting when the shareholder is present, either in person or by duly
authorized proxy. Shareholders shall be entitled to cumulative voting rights
in accordance with the Pennsylvania Business Corporation Law.
SECTION 7. Record Dates.
The Board of Directors may fix a time not more than fifty days prior to
the date of any meeting of shareholders, or the date fixed for the payment of
any dividend or distribution, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares will be made or go
into effect, as a record date for the determination of the shareholders
entitled to notice of or to vote at any such meeting, or to receive payment of
any such dividend or distribution, or to receive any such allotment of rights,
or to exercise the rights in respect to any such change, conversion or
exchange of shares. In such case, only such shareholders as shall be
shareholders of record at the close of business on the date so fixed shall be
entitled to notice of or to vote at such meeting, or to receive payment of
such dividend or distribution, or to receive such allotment of rights, or to
exercise such rights in respect to any change, conversion or exchange of
shares as the case may be, notwithstanding any transfer of any shares on the
books of the Corporation after the record date fixed as aforesaid.
ARTICLE II
DIRECTORS
SECTION 1. Number and Terms.
The business and affairs of the Corporation shall be managed by a Board
of Directors, which shall have the number of members set forth in the Articles
of Incorporation of the Corporation. The Directors of the Corporation shall
serve for such terms as shall be specified in the Articles of Incorporation.
SECTION 2. Vacancies.
Vacancies in the Board of Directors, including vacancies resulting from
an increase in the number of directors, shall be filled in the manner
specified in the Articles of Incorporation.
SECTION 3. Annual Meeting.
An annual meeting of the Board of Directors shall be held each year as
soon as practicable after the annual meeting of shareholders, at the place
where such meeting of shareholders was held or at such other place as the
Board may determine, for the purposes of organization, election or appointment
of officers and the transaction of such other business as shall come before
the meeting. No notice of the meeting need be given.
SECTION 4. Regular Meetings.
Regular meetings of the Board of Directors may be held without notice at
such times and at such places in Pennsylvania or elsewhere as the Board may
determine.
SECTION 5. Special Meetings.
Special meetings of the Board of Directors may be called by the Chairman
of the Board, the President or a majority of the directors in office, to be
held at such time (as will permit the giving of notice as provided in this
section) and at such place in Pennsylvania or elsewhere as may be designated
by the person or persons calling the meeting. Notice of the place, day and
hour of such special meeting shall be given to each director by the Secretary
by written notice mailed on or before the third full business day before the
meeting or by telegraph, telephone or oral notice received personally at least
24 hours before the meeting. The notice need not refer to the business to be
transacted at the meeting except action under Article VII of the By-laws.
SECTION 6. Quorum.
A majority of the directors in office shall constitute a quorum for the
transaction of business but less than a quorum may adjourn from time to time
to reconvene at such time and place as they may determine.
SECTION 7. Compensation.
Directors shall receive such compensation for their services as shall be
determined by the Board of Directors.
SECTION 8. Committees.
The Board of Directors may, by resolution adopted by a majority of the
directors then in office, appoint an Executive Committee of three or more
directors. To the extent provided in such resolution, the Executive Committee
shall have and may exercise the authority of the Board in the management of
the business of the Corporation. The Board may appoint such other committees
as it may deem advisable, and each such committee shall have such authority
and perform such duties as the Board may determine. At each meeting of the
Board, all action taken by each committee since the preceding meeting of the
Board shall be reported to it.
SECTION 9. Remote Participation in Meetings.
One or more director may participate in a meeting of the Board or any
committee thereof by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
SECTION 10. Consent Action.
Any action which may be taken at a meeting of the directors or the
members of the Executive Committee or any other committee may be taken without
a meeting, if a consent or consents in writing, setting forth the action so
taken, shall be signed by all of the directors or the members of the
particular committee, as the case may be, and shall be filed with the
Secretary of the Corporation.
SECTION 11. Limit on Liability.
(a) To the fullest extent that the laws of the Commonwealth of
Pennsylvania, as in effect on January 27, 1987, or as thereafter amended,
permit elimination or limitation of the liability of directors, no
director of the Corporation shall be personally liable for monetary
damages as such for any action taken, or any failure to take any action,
as a director.
(b) This Section 11 shall not apply to any actions filed prior to
January 27, 1987, nor to any breach of performance of duty or any failure
of performance of duty by any director of the Corporation occurring prior
to January 27, 1987.
(c) The provisions of this Section 11 shall be deemed to be a
contract with each director of the Corporation who serves as such at any
time while this Section 11 is in effect and each such director shall be
deemed to be doing so in reliance on the provisions of this Section 11.
Any amendment or repeal of this Section 11 or adoption of any other
by-law or provision of the Articles of Incorporation, which has the
effect of increasing director liability, shall operate prospectively only
and shall not affect any action taken, or any failure to act, prior to
the adoption of such amendment, repeal, other by-law or provision.
ARTICLE III
OFFICERS AND AGENTS
SECTION 1. Officers.
The Board of Directors at any time may elect a Chairman of the Board, a
President, one or more Vice Presidents, a Treasurer and a Secretary. It may
designate any one or more Vice Presidents as Executive Vice Presidents, Senior
Vice Presidents, Financial Vice Presidents or otherwise, and may elect or
appoint such additional officers and agents as the Board may deem advisable.
Any two or more offices may be held by the same person except the offices of
Chairman of the Board and Secretary and the offices of President and
Secretary.
SECTION 2. Term.
Each officer and each agent shall hold office until his successor is
elected or appointed and qualified or until his death, resignation or removal
by the Board of Directors.
SECTION 3. Authority, Duties and Compensation.
All elected or appointed officers and agents shall have such authority
and perform such duties as may be provided in the By-laws or as may be
determined by the Board of Directors or the Chairman of the Board. They shall
receive such compensation for their services as may be determined by the Board
of Directors or in a manner approved by it. Notwithstanding any other
provisions of these By-laws, the Board shall have power from time to time by
resolution to prescribe by what officers or agents particular documents or
instruments or particular classes of documents or instruments shall be signed,
countersigned, endorsed or executed, provided, however, that any person, firm
or corporation shall be entitled to accept and to act upon any document or
instrument signed, countersigned, endorsed or executed by officers or agents
of the Corporation pursuant to the provisions of these By-laws unless prior to
receipt of such document or instrument such person, firm or corporation has
been furnished with a certified copy of a resolution of the Board prescribing
a different signature, countersignature, endorsement or execution.
SECTION 4. Chairman of the Board.
The Chairman of the Board shall preside at all meetings of the Board of
Directors and Executive Committee. The Chairman of the Board shall sign all
certificates of stock of the Corporation or cause them to be signed in
facsimile or otherwise as permitted by law.
SECTION 5. President.
The President shall be the principal officer of the Corporation and shall
be charged with and have the direction and supervision of its business and
operations as shall from time to time be established by the Board of
Directors. The President shall preside at all meetings of shareholders. In
the absence of the Chairman of the Board, the President shall preside at all
meetings of the Board of Directors.
SECTION 6. Treasurer.
The Treasurer shall keep and account for all moneys, funds and property
of the Corporation which shall come into his hands, and shall render such
accounts and present such statements to the Board of Directors as may be
required of him. Unless the Board shall prescribe otherwise, the Treasurer
shall deposit all funds of the Corporation which may come into his hands in
such bank or banks as the Board may designate and in accounts in the name of
the Corporation, shall endorse for collection bills, notes, checks and other
negotiable instruments received by the Corporation, shall sign all checks and
other negotiable instruments of the Corporation or cause them to be signed in
facsimile or otherwise as the Board may determine, shall countersign all
certificates of stock of the Corporation or cause them to be countersigned in
facsimile or otherwise as permitted by law, and shall pay out money as the
business of the Corporation may require, taking proper vouchers therefor. In
the absence or disability of the Treasurer, an Assistant Treasurer shall have
the authority and perform the duties of the Treasurer.
SECTION 7. Secretary.
The Secretary shall give or cause to be given all required notices of
meetings of shareholders and of the Board of Directors, shall attend such
meetings when practicable, shall record and keep the minutes and all other
proceedings thereof, shall attest such records after every meeting by his
signature, shall safely keep all documents and papers which shall come into
his possession, shall truly keep the books and records of the Corporation
appertaining to his office, and shall present statements thereof when required
by the Board. The Secretary shall have custody of the corporate seal, which
seal or a facsimile thereof may be impressed, affixed or reproduced, and
attested by the Secretary for the authentication of documents or instruments
requiring the seal and bearing the signature of a duly authorized officer or
agent. In the absence or disability of the Secretary, an Assistant Secretary
shall have the authority and perform the duties of the Secretary.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
SECTION 1. Right to Indemnification.
Except as prohibited by law and as set forth below, every director and
officer of the Corporation shall be entitled as of right to be indemnified by
the Corporation against expenses and any liability paid or incurred by such
person in connection with any actual or threatened claim, action, suit or
proceeding, whether civil, criminal, administrative, investigative or other,
whether brought by or in the right of the Corporation or otherwise, in which
such person may be involved, as a party, witness or otherwise, or is
threatened to be involved by reason of such person being or having been a
director or officer of the Corporation or by reason of the fact that such
person is or was serving at the request of the Corporation as a director,
officer, employee, fiduciary agent, or other representative of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity (such claim, action, suit or proceeding hereinafter being referred to
as an "Action"); provided, that no such right of indemnification shall exist
in any case where the act or failure to act giving rise to the claim to
indemnification is determined by a court to have constituted willful
misconduct or recklessness, and provided further, that no such right of
indemnification shall exist with respect to an Action brought by a director or
officer against the Corporation except as provided in the last sentence of
this Section 1. Indemnification hereunder shall include the right to have
expenses incurred by such person in connection with defending a civil or
criminal Action paid by the Corporation in advance of the final disposition of
such Action upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation. Persons who are not directors
or officers of the Corporation may be similarly indemnified in respect of
service to the Corporation or to another such entity at the request of the
Corporation to the extent the Board of Directors at any time denominates such
person as entitled to the benefits of this Section 1. Any director or officer
of the Corporation serving (i) another corporation, of which a majority of the
shares entitled to vote in the election of its directors is held by the
Corporation, or (ii) any employee benefit plan of the Corporation or any
corporation referred to in clause (i), in any capacity, shall be deemed to be
doing so at the request of the Corporation. As used herein, "expenses" shall
include fees and expenses of counsel selected by such person and "liability"
shall include amounts of judgments, excise taxes, fines and penalties, and
amounts paid in settlement
(with the written consent of the Corporation, which consent shall not be
unreasonably withheld). With respect to any Action brought by a director or
officer against the Corporation, the director or officer shall be entitled to
be indemnified for expenses incurred in connection with such Action pursuant
to this Section only (a) if the Action is a suit brought as a claim for
indemnity under Section 2 of this Article IV or otherwise, (b) if the director
or officer is successful in whole or in part in the Action for which expenses
are claimed, or (c) if the indemnification for expenses is included in a
settlement of the Action or is awarded by a court.
SECTION 2. Right of Claimant to Bring Suit.
If a claim under Section 1 of this Article IV is not paid in full by the
Corporation within thirty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim, and, if successful in
whole or in part, the claimant shall also be entitled to be paid the expense
of prosecuting such claim. It shall be a defense to any such suit that the
claimant's conduct was such that under Pennsylvania law the Corporation is
prohibited from indemnifying the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, independent
legal counsel or its shareholders) to have made a determination prior to the
commencement of such suit that indemnification of the claimant is proper in
the circumstances, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel or its shareholders) that
the claimant's conduct was such that indemnification is prohibited by law,
shall be a defense to the suit or create a presumption that the claimant's
conduct was such that indemnification is prohibited by law.
SECTION 3. Insurance and Funding.
The Corporation may purchase and maintain insurance to protect itself and
any person eligible to be indemnified hereunder against any liability or
expense asserted or incurred by such person in connection with any Action,
whether or not the Corporation would have the power to indemnify such person
against such liability or expense by law or under the provisions of this
Article IV. The Corporation may create a trust fund, grant a security
interest, cause a letter of credit to be issued or use other means (whether or
not similar to the foregoing) to ensure the payment of such sums as may become
necessary to effect indemnification as provided herein.
SECTION 4. Non-Exclusivity; Nature and Extent of Rights.
The right of indemnification and advancement of expenses provided for in
this Article IV (i) shall not be deemed exclusive of any other rights, whether
now existing or hereafter created, to which those seeking indemnification
hereunder may be entitled under any agreement, by-law or charter provision,
vote of shareholders or directors or otherwise, (ii) shall be deemed to create
contractual rights in favor of persons entitled to indemnification hereunder,
and (iii) shall continue as to persons who have ceased to have the status
pursuant to which they were entitled or were denominated as entitled to
indemnification hereunder and shall inure to the benefit of the heirs,
executors and administrators of persons entitled to indemnification hereunder.
The right of indemnification provided for herein may not be amended or
repealed so as to limit in any way the indemnification provided for herein
with respect to any acts or omissions occurring prior to the adoption of any
such amendment or repeal.
SECTION 5. Applicable Law.
Any person entitled to be indemnified or to the reimbursement or the
advancement of expenses as a matter of right pursuant to this Article IV may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the Action, to the extent
permitted by law, or on the basis of the applicable law in effect at the time
indemnification is sought.
SECTION 6. Effective Date.
This Article IV shall apply to every Action other than an Action filed
prior to January 27, 1987, except that it shall not apply to the extent that
Pennsylvania law does not permit its application to any breach of performance
of duty by any person eligible to be indemnified hereunder occurring prior to
January 27, 1987. Article IV of these By-laws, as in effect prior to the
adoption of this Article IV, shall continue to remain in full force and effect
for all Actions that are not covered by this Article IV.
ARTICLE V
FISCAL YEAR AND ANNUAL REPORT
SECTION 1. Fiscal Year.
The fiscal year of the Corporation shall be the calendar year.
SECTION 2. Annual Report.
The Board of Directors shall cause a report to be mailed to the
shareholders as soon as practicable after the close of each fiscal year. The
report shall include financial statements showing the financial position of
the Corporation and its subsidiaries at the end of the fiscal year and the
results of their operations for the year. Such financial statements shall be
examined by independent public accountants appointed for the purpose by the
Board and shall be accompanied by such accountants' opinion with respect
thereto.
ARTICLE VI
SHARE TRANSFERS AND RECORDS
The Board of Directors may appoint a transfer agent or transfer agents
and a registrar or registrars to make and record all transfers of shares of
stock of the Corporation of any class. Each transfer agent shall prepare
transfer records showing transfers made through the office of such agent. A
share register shall be kept at the registered office of the Corporation.
Such share register shall constitute books of the Corporation with respect to
shares of stock of any class and the holders of record thereof, provided that
the Board of Directors may designate instead as the books of the Corporation
for this purpose a share register kept at the office of a transfer agent or
registrar. If the Board of Directors shall have appointed a transfer agent or
transfer agents and a registrar or registrars for stock of any class,
transfers of stock of such class shall be made by such transfer agent
or transfer agents at their offices and shall be recorded in their books and
in the books of the registrar or registrars. In case of loss, destruction or
theft of a certificate of stock, another may be issued in lieu thereof in such
manner and upon such terms as the Board of Directors shall authorize.
ARTICLE VII
AMENDMENT OF BY-LAWS
Except as otherwise provided in the Articles of Incorporation of the
Corporation, these By-laws may be altered or amended by a vote of a majority
of the members of the Board of Directors at any regular or special meeting
duly convened after notice of that purpose; subject, however, to the power of
the shareholders, as set forth in the Articles of Incorporation, to change or
repeal the By-laws at any annual or special meeting duly convened after notice
of that purpose.
ARTICLE VIII
EMERGENCY BY-LAWS
SECTION 1. When Operative.
The emergency By-laws provided by the following sections shall be
operative during any emergency resulting from warlike damage or an attack on
the United States or any nuclear or atomic disaster, notwithstanding any
different provision in the preceding articles of the By-laws or in the
Articles of Incorporation of the Corporation or in the Pennsylvania Business
Corporation Law. To the extent not inconsistent with the emergency By-laws,
the By-laws provided in the preceding articles shall remain in effect during
such emergency and upon the termination of such emergency the emergency
By-laws shall cease to be operative unless and until another such emergency
shall occur.
SECTION 2. Meetings.
During any such emergency:
(a) Any meeting of the Board of Directors may be called by any
director. Whenever any officer of the Corporation who is not a director
has reason to believe that no director is available to participate in a
meeting, such officer may call a meeting to be held under the provisions
of this section.
(b) Notice of each meeting called under the provisions of this
section shall be given by the person calling the meeting or at his
request by any officer of the Corporation. The notice shall specify the
time and the place of the meeting, which shall be the head office of the
Corporation, if feasible, and otherwise any other place specified in the
notice. Notice need be given only to such of the directors as it may be
feasible to reach at the time and may be given by such means as may be
feasible at the time, including publication or radio. If given by mail,
messenger, telephone or telegram, the notice shall be addressed to the
director at his residence or business address or such other place as the
person giving the notice shall deem suitable.
In the case of meetings called by an officer who is not a director,
notice shall also be given similarly, to the extent feasible, to the
persons named on the list referred to in part (c) of this section.
Notice shall be given at least two days before the meeting if feasible in
the judgment of the person giving the notice and otherwise the meeting
may be held on any shorter notice he shall deem suitable.
(c) At any meeting called under the provisions of this section, the
director or directors present shall constitute a quorum for the
transaction of business. If no director attends a meeting called by an
officer who is not a director and if there are present at least three of
the persons named on a numbered list of personnel approved by the Board
of Directors before the emergency, those present (but not more than the
nine appearing highest in priority on such list) shall be deemed
directors for such meeting and shall constitute a quorum for the
transaction of business.
SECTION 3. Lines of Succession.
The Board of Directors, during as well as before any such emergency, may
provide, and from time to time modify, lines of succession in the event that
during such an emergency any or all officers or agents of the Corporation
shall for any reason be rendered incapable of discharging their duties.
SECTION 4. Offices.
The Board of Directors, during as well as before any such emergency, may,
effective in the emergency, change the head office or designate several
alternative head offices or regional offices, or authorize the officers so to
do.
SECTION 5. Liability.
No officer, director or employee acting in accordance with these
emergency By-laws shall be liable to the Corporation or any shareholder
thereof, except for willful misconduct.
SECTION 6. Repeal or Change.
The emergency By-laws shall be subject to repeal or change by action of
the Board of Directors or by action of the shareholders, except that no such
repeal or change shall modify the provisions of Section 5 with regard to
action or inaction prior to the time of such repeal or change.
ARTICLE IX
NON-APPLICABILITY OF STATUTE
Subchapter E of Chapter of the Pennsylvania 1988 Business Corporation Law
(formerly known as Section 910 of the Pennsylvania Business Corporation Law)
shall not be applicable to the Corporation. (This By-Law provision was
adopted by action of the Board of Directors on February 28, 1984, and may not
be rescinded except by an Amendment to the Articles of the Corporation.)
Subchapters G and H of Chapter 25 of the Pennsylvania 1988 Business
Corporation Law shall not be applicable to the Corporation. (This By-Law
provision was adopted by action of the Board of Directors on July 20, 1990.)