EXHIBIT 3.2
BARNES GROUP INC.
BY-LAWS
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ARTICLE I: MEETINGS OF STOCKHOLDERS
SECTION 1. Annual Meetings.
The annual meeting of the stockholders of the
Corporation for the election of directors and for the
transaction of such other business as may properly come
before the meeting shall be held at 10:30 A.M. on the first
Wednesday in April of each year or on such other date or
time as may be designated by the Board of Directors.
SEC. 2. Special Meetings.
Special meetings of the stockholders may be called at
any time by the Chairman, the President or the Board of
Directors. (As used in these by-laws, the term "Chairman"
means the Chairman of the Company appointed pursuant to
Article IV Section 1 unless otherwise specified).
SEC. 3. Place of Meetings.
All meetings of the stockholders shall be held at such
place, within or without the State of Delaware, as may be
designated by the Board of Directors and specified in the
notice to be given to the stockholders in the manner
provided in Section 4 of this Article I.
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SEC. 4. Notice of Meetings.
Except as otherwise provided by statute, notice of each
meeting of the stockholders, whether annual or special,
shall be given to each stockholder of record entitled to
vote thereat, not less than ten days before the day on which
the meeting is to be held, by delivering a written or
printed notice thereof to him personally or by posting such
notice in a postage prepaid envelope addressed to him at his
last known post-office address. Except as otherwise
provided by statute, no publication of any notice of a
meeting of the stockholders shall be required. Every notice
of a special meeting of stockholders, besides stating the
time and place of the meeting, shall state briefly the
objects thereof and no business other than that specified in
such notice and matters germane thereto shall be presented
at such meeting, except with the unanimous consent in
writing of the holders of all the outstanding shares of the
Corporation entitled to vote thereon. Nevertheless, notice
of any meeting shall not be required to be given to any
stockholder who shall attend such meeting in person or by
proxy; and if any stockholder shall waive notice of any
meeting in person or by attorney thereunto authorized in
writing or by telegraph, notice thereof need not be given to
him. Notice of any adjourned meeting of stockholders shall
not be required to be given.
SEC. 5. Quorum.
At each meeting of stockholders the holders of record
of a majority of the shares outstanding and entitled to vote
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at such meeting, present in person or represented by proxy,
shall be necessary and sufficient to constitute a quorum for
the transaction of business; provided that any number of
stockholders entitled to vote, present in person or
represented by proxy at any annual election of directors,
though holding less than a majority of the shares out-
standing and entitled to vote at such election, may elect
the directors. In the absence of a quorum, a majority in
interest of the stockholders entitled to vote, present in
person or represented by proxy, or, if no such stockholder
is present or represented, any officer entitled to preside
or act as Secretary of such meeting, may adjourn the meeting
from time to time. At any such adjourned meeting at which a
quorum may be present, any business may be transacted which
might have been transacted at the meeting as originally
called.
SEC. 6. Voting.
The Secretary or other officer who has charge of the
stock ledger shall prepare and make, at least ten days
before every election of directors, a complete list of the
stockholders entitled to vote at said election, arranged in
alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name
of each stockholder. Such list shall be open to the
examination of any stockholder during ordinary business
hours, for a period of at least ten days prior to the
election, either at a place within the city, town or village
where the election is to be held and which place shall be
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specified in the notice of the meeting, or, if not so
specified, at the place where said meeting is to be held,
and the list shall be produced and kept at the time and
place of election during the whole time thereof, and subject
to the inspection of any stockholder who may be present.
Unless otherwise provided in the Certificate of
Incorporation or these By-Laws, each stockholder shall at
every meeting of the stockholders be entitled to one vote in
person or by proxy for each share of stock held by such
stockholder, but no proxy shall be voted on after three
years from its date unless the proxy provides for a longer
period. Except where the transfer books of the Corporation
shall have been closed or a date shall have been fixed as a
record date for the determination of its stockholders
entitled to vote, as provided in Section 5 of Article VII of
these By-Laws, no share of stock shall be voted on at any
election for directors which shall have been transferred on
the books of the Corporation within twenty days next pre-
ceding such election. Persons holding shares in a fiduciary
capacity shall be entitled to vote the shares so held. At
all meetings of the stockholders all matters, other than
those the manner of deciding which is expressly regulated by
statute, by the Certificate of Incorporation, or by these
By-Laws, shall be decided by the vote of a majority in
interest of the stockholders present in person or
represented by proxy and entitled to vote, a quorum being
present. The vote for directors shall be by ballot.
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SEC. 7. Nominations.
Only persons who are nominated in accordance with the
following procedures shall be eligible for election as
directors of the Corporation, except as may be otherwise
provided in the Certificate of Incorporation of the
Corporation with respect to the right of holders of
preferred stock of the Corporation to nominate and elect a
specified number of directors in certain circumstances.
Nominations of persons for election to the Board of
Directors may be made at any annual meeting of stockholders,
or at any special meeting of stockholders called for the
purpose of electing directors, (a) by or at the direction of
the Board of Directors (or any duly authorized committee
thereof) or (b) by any stockholder of the Corporation (i)
who is a stockholder of record on the date of the giving of
the notice provided for in this Section 7 of this Article I
and on the record date for the determination of stockholders
entitled to vote at such meeting and (ii) who complies with
the notice procedures set forth in this Section 7 of this
Article I.
In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder
must have given timely notice thereof in proper written form
to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary
must be delivered to or mailed and received at the principal
executive offices of the Corporation (a) in the case of an
annual meeting, not less than sixty (60) days nor more than
ninety (90) days prior to the anniversary date of the
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immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting
is called for a date that is not within thirty (30) days
before or after such anniversary date, notice by the stock-
holder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual
meeting was mailed or such public disclosure of the date of
the annual meeting was made, whichever first occurs; and (b)
in the case of a special meeting of stockholders called for
the purpose of electing directors, not later than the close
of business on the tenth (10th) day following the day on
which notice of the date of the special meeting was mailed
or public disclosure of the date of the special meeting was
made, whichever first occurs.
To be in proper written form, a stockholder's notice to
the Secretary must set forth (a) as to each person whom the
stockholder proposes to nominate for election as a director
(i) the name, age, business address and residence address of
the person, (ii) the principal occupation or employment of
the person, (iii) the class or series and number of shares
of capital stock of the Corporation which are owned
beneficially or of record by the person and (iv) any other
information relating to the person that would be required to
be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder;
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and (b) as to the stockholder giving the notice (i) the name
and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by
such stockholder, (iii) a description of all arrangements or
understandings between such stockholder and each proposed
nominee and any other person or persons (including their
names) pursuant to which the nomination(s) are to be made by
such stockholder, (iv) a representation that such stock-
holder intends to appear in person or by proxy at the
meeting to nominate the persons named in its notice and (v)
any other information relating to such stockholder that
would be required to be disclosed in a proxy statement or
other filings required to be made in connection with
solicitations of proxies for election of directors pursuant
to Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder. Such notice must be
accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a director if
elected.
No person shall be eligible for election as a director
of the Corporation unless nominated in accordance with the
procedures set forth in this Section 7 of this Article I.
If the Chairman of the meeting determines that a nomination
was not made in accordance with the foregoing procedures,
the Chairman shall declare to the meeting that the
nomination was defective and such defective nomination shall
be disregarded.
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SEC. 8. Proposals.
No business may be transacted at an annual meeting of
stockholders, other than business that is either (a)
specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of
Directors (or any duly authorized committee thereof), (b)
otherwise properly brought before the annual meeting by or
at the direction of the Board of Directors (or any duly
authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of the
Corporation (i) who is a stockholder of record on the date
of the giving of the notice provided for in this Section 8
of this Article I and on the record date for the
determination of stockholders entitled to vote at such
annual meeting and (ii) who complies with the notice
procedures set forth in this Section 8 of this Article I.
In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by
a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of
the Corporation.
To be timely, a stockholder's notice to the Secretary
must be delivered to or mailed and received at the principal
executive offices of the Corporation not less than sixty
(60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting
of stockholders; provided, however, that in the event that
the annual meeting is called for a date that is not within
thirty (30) days before or after such anniversary date,
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notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth
(10th) day following the day on which such notice of the
date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made,
which-ever first occurs.
To be in proper written form, a stockholder's notice to
the Secretary must set forth as to each matter such stock-
holder 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
record address of such stockholder, (iii) the class or
series and number of shares of capital stock of the
Corporation which are owned beneficially or of record by
such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other person
or persons (including their names) in connection with the
proposal of such business by such stockholder and any
material interest of such stockholder in such business and
(v) a representation that such stockholder intends to appear
in person or by proxy at the annual meeting to bring such
business before the meeting.
No business shall be conducted at the annual meeting of
stockholders except business brought before the annual
meeting in accordance with the procedures set forth in this
Section 8 of this Article I; provided, however, that, once
business has been properly brought before the annual meeting
in accordance with such procedures, nothing in this Section
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8 of this Article I shall be deemed to preclude discussion
by any stockholder of any such business. If the Chairman of
an annual meeting determines that business was not properly
brought before the annual meeting in accordance with the
foregoing procedures, the Chairman shall declare to the
meeting that the business was not properly brought before
the meeting and such business shall not be transacted.
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ARTICLE II: BOARD OF DIRECTORS
SECTION 1. General Powers.
The property, affairs and business of the Corporation
shall be managed by the Board of Directors.
SEC. 2. Number, Classification, Term of Office, and
Qualifications.
The number of directors to constitute the whole Board
of Directors shall be nine, but such number may from time to
time be increased, or diminished to not less than three, by
resolution adopted by the Board of Directors. The Board of
Directors shall be divided into three classes as nearly
equal in number as may be, with the term of office of one
class expiring each year. At the annual meeting of
stockholders in 1970, directors of the first class shall be
elected to hold office for a term expiring at the next
succeeding annual meeting, directors of the second class
shall be elected to hold office for a term expiring at the
second succeeding annual meeting and directors of the third
class shall be elected to hold office for a term expiring at
the third succeeding annual meeting. At each annual meeting
of stockholders after 1970, successors to the directors
whose terms shall then expire shall be elected to hold
office for terms expiring at the third succeeding annual
meeting, except that any director elected to a directorship
newly created since the last annual meeting shall hold
office for the same term as the other directors of the class
to which such director has been assigned. When the number
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of directors is changed, any newly created directorships or
any decrease in directorships shall be so assigned among the
classes by the Board of Directors as to make all classes as
nearly equal in number as may be. Each director shall
continue in office until his successor shall have been
elected and qualified or until his death or until his
resignation or removal in the manner hereinafter provided.
No director need be a stockholder, nor a resident of the
State of Delaware.
SEC. 3. Election of Directors.
At each meeting of the stockholders for the election of
directors, the directors shall be elected by a plurality of
the votes given at such election.
SEC. 4. Place of Meetings, etc.
The directors may hold their meetings and have one or
more offices, and keep the books of the Corporation, outside
of Delaware, at the office or place of business of the
Corporation in the City of Bristol, Connecticut, or at such
other places as they may from time to time determine.
SEC. 5. Time of Meetings, Notices, etc.
There shall be a meeting of the Board of Directors for
organization, for the election of officers and for the
transaction of such other business as may properly come
before the meeting on the date of the annual meeting of
stockholders or within thirty days thereafter upon the
notice hereinafter provided for a special meeting. The
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directors may, however, without notice, hold such meeting in
the city where the annual meeting of stockholders is held
and immediately following such annual meeting of stock-
holders. At the organizational meeting, the Directors shall
elect one of the directors as Chairman of the Board of
Directors. The Chairman of the Board of Directors, or in
his/her absence, the Chairman of the Board's Executive
Committee, shall preside at all meetings of the Board of
Directors. The Chairman of the Board of Directors, or in
his/her absence, the chief executive officer of the Company,
shall preside at all meetings of the stockholders. The
Chairman of the Board of Directors may be removed as
Chairman of the Board of Directors at any time by the Board
of Directors. The Board of Directors by resolution may
provide for the holding of regular meetings and may fix the
time of holding such meetings. Such regular meetings of the
Board of Directors may be held without notice. Special
meetings of the Board of Directors may be called by the
Chairman of the Board of Directors, the Chairman, the
President or any three directors. Unless otherwise
specified in the notice or waiver of notice thereof, all
meetings of the Board of Directors shall be held at the
office of the Corporation in Bristol, Connecticut. Notice
of each special meeting shall be mailed to each director
addressed to him at his residence or usual place of business
at least seven days before the day on which the meeting is
to be held or shall be sent to him at such place by
telegraph, or telephoned or delivered to him personally, not
later than three days before the day on which the meeting is
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to be held, unless the Chairman of the Board of Directors,
the Chairman or the President determines that circumstances
require that a meeting be held on shorter notice. Notice of
any meeting need not be given to any director, however, if
waived by him in writing or by telegraph. Any meeting of
the Board of Directors shall be a legal meeting without any
notice thereof having been given if all the directors shall
be present thereat.
SEC. 6. Quorum and Manner of Acting.
A majority of the directors at the time in office (but
not less than one-third of the number necessary to
constitute the whole Board) at a meeting duly assembled
shall be necessary and sufficient to constitute a quorum for
the transaction of business, subject, however, to the
provisions of Section 9 of this Article II. Except as
otherwise provided by law or in these By-Laws, the act of a
majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of
Directors. In the absence of a quorum, a majority of the
directors present at any meeting may adjourn the meeting
from time to time until a quorum be had. Notice of any
adjourned meeting need not be given. The directors shall
act only as a Board and the individual directors shall have
no power as such.
SEC. 7. Resignations.
Any director may resign at any time by giving written
notice to the Chairman of the Board, the Chairman, the
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President or the Secretary. Such resignation shall take
effect at the time specified therein; and unless otherwise
specified therein the acceptance of such resignation shall
not be necessary to make it effective.
SEC. 8. Removal of Directors.
Any director may be removed at any time for cause, at
a meeting of stockholders called for the purpose, by the
affirmative vote of the holders of not less than two-thirds
of the outstanding shares of stock of the Corporation
entitled to vote in elections of directors, considered for
the purposes of this Section 8 as one class.
SEC. 9. Vacancies and Newly Created Directorships.
Any vacancy occurring among the directors by death,
resignation, removal or otherwise and any newly created
directorships may be filled by a majority of the directors
then in office, though less than a quorum, or, in the event
such directors are unable to act, by the stockholders. Each
director elected to fill a vacancy shall hold office for the
unexpired term in respect of which such vacancy occurred.
Each director elected to a newly created directorship shall
hold office until the next annual meeting of stockholders.
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ARTICLE III
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. How Constituted.
The Board of Directors, by resolution or resolutions
passed by a majority of the whole Board, may appoint an
Executive Committee, an Audit Committee and such other
committees as the Board of Directors may determine. The
Executive Committee and Audit Committee shall consist of
three or more directors, and each such other committee shall
consist of two or more directors, as determined by the Board
of Directors. The Executive Committee shall have the powers
set out in Section 2 of this Article III; other committees
shall have such powers as the Board of Directors delegates
thereto. The Board of Directors may appoint alternate
committee members who, at the invitation of the committee
chairman, may attend a committee meeting in the place of a
regular member who is unable to attend. When attending in
the place of regular members, alternate members shall have
all the powers of regular members and their presence shall
be included in the determination of whether a quorum exists.
SEC. 2. Powers of the Executive Committee.
During the intervals between the meetings of the Board
of Directors, the Executive Committee shall possess and may
exercise the powers of the Board of Directors, in the
management of the business and affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed
to all papers which may require it.
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SEC. 3. Proceedings.
Each committee of the Board of Directors may appoint a
secretary of such committee, may fix its own rules of
procedure and may meet at such place or places and at such
time or times as the committee from time to time shall
determine. Each such committee shall cause its proceedings
to be recorded, and the minutes of committee meetings shall
be distributed to the Board of Directors.
SEC. 4. Quorum and Manner of Acting.
A majority of the number of regular members of any
committee of the Board of Directors shall constitute a quorum
thereof for the transaction of business and the act of a
majority of those present at a meeting thereof at which a
quorum shall be present shall be the act of such committee.
The members of any such committee shall act only1 as a committee
and the individual members thereof shall have no powers as such.
SEC. 5. Removal.
Any member of any committee of the Board of Directors,
may be removed at any time by a vote of the majority of the
directors then in office at any meeting of the Board of
Directors at which a quorum is present.
SEC. 6. Vacancies.
Any vacancy in any committee of the Board of Directors
shall be filled in the manner prescribed in these By-Laws
for the original appointment of such committee.
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ARTICLE IV
OFFICERS, COMMITTEES AND OTHER EXECUTIVES
SECTION 1. Number.
The officers of the Corporation shall be a President,
one or more Vice Presidents, a Secretary and a Treasurer,
and such other offices, including a Chairman, as may be
determined by the Board of Directors. The Board of
Directors may designate a Vice President as Senior Vice
President or Executive Vice President. Any two of the
offices established by or pursuant to this Section I may be
held by the same person.
SEC. 2. Election, Term of Office and Qualifications.
Each officer shall be chosen by the Board of Directors
and shall hold his/her office until his/her successor shall
have been duly chosen and qualified or until death or until
he/she shall resign or shall have been removed in the manner
hereinafter provided.
SEC. 3. Divisional Executives, Department Heads, Committees and
Agents.
The Board of Directors or the Executive Committee from
time to time may appoint group and divisional executives,
department heads, committees and agents (with such
designations as may be determined in the resolution
appointing them), each of whom shall act for such period,
have such powers, and perform such duties as the Board of
Directors or the Executive Committee from time to time may
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determine; provided, however, that the Board of Directors or
the Executive Committee may delegate to any officer or
committee the power to appoint, or to provide for the
appointment of, divisional executives, department heads,
committees or agents authorized by the provisions of this
Section 3, who shall have such designations, powers and
duties as the person or committee appointing them may
determine.
SEC. 4. Removal.
The Chairman, if any, and the President may be removed
either with or without cause by a vote of a majority of the
directors then in office at any meeting of the Board of
Directors at which a quorum is present. Any other officer
may be removed in a like manner or may be removed either
with or without cause by the Chairman, or if there is no
Chairman, by the President.
SEC. 5. Resignations.
Any officer may resign at any time by giving written
notice to the Board of Directors, the Chairman, the
President or the Secretary.
SEC. 6. Vacancies.
A vacancy in any office because of death, resignation,
removal or disqualification or any other cause, shall be
filled for the unexpired portion of the term in the manner
prescribed by these By-Laws for regular election or
appointment to such office.
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SEC. 7. The Chairman and the President.
The Chairman, or if no Chairman is elected by the Board
of Directors, the President shall be the chief executive
officer of the Corporation and, subject to the instructions
of the Board of Directors and the committees of the Board of
Directors, he/she shall have general charge of the business,
affairs and property of the Corporation and control over its
several officers. The chief executive officer shall see
that all orders and resolutions of the Board of Directors
and of all committees of the Board of Directors are carried
into effect. He/she may sign, with any other officer
thereunto authorized, certificates of stock of the
Corporation, and may sign and execute, in the name of the
Corporation, deeds, mortgages, bonds and other instruments
authorized by the Board of Directors or the Executive
Committee, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of
Directors or the Executive Committee to some other officer
or agent. From time to time the chief executive officer
shall report to the Board of Directors and to the committees
of the Board of Directors all matters within his/her
knowledge which the interests of the Corporation may require
to be brought to their notice. He/she shall do and perform
such other duties as from time to time may be assigned by
the Board of Directors or any committee of the Board of
Directors.
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SEC. 8. The President.
If a Chairman has been elected by the Board of
Directors, the President shall have the powers and duties
set forth in this Section 8. The President shall be the
chief operating officer and shall have general supervision
over the operations of the Corporation and the conduct of
its business. In the absence of the Chairman, the President
shall preside at all meetings of the stockholders, and shall
perform the other duties assigned to the Chairman by Section
7 of this Article IV. The President may sign, with any
other officer thereunto authorized, certificates of stock of
the Corporation, and may sign and execute, in the name of
the Corporation, deeds, mortgages, bonds and other
instruments authorized by the Board of Directors or the
Executive Committee, except in cases where the signing and
execution thereof shall be expressly delegated by the Board
of Directors or the Executive Committee to some other
officer or agent. He/she shall do and perform such other
duties as from time to time may be assigned to him/her by
the Board of Directors, any committee of the Board of
Directors, or the Chairman.
SEC. 9. The Vice Presidents.
At the request of the President or in his absence or
disability, the Vice President designated by the President
(or in the absence of such designation, the Vice President
designated by the Chairman, or if there is no Chairman, the
Chairman of the Board of Directors) shall perform all the
duties of the President, and when so acting, he/she shall
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have all the powers of, and be subject to all restrictions
upon, the President. Any vice President may also sign, with
any other officer thereunto authorized, certificates of
stock of the Corporation, and may sign and execute, in the
name of the Corporation, deeds, mortgages, bonds and other
instruments authorized by the Board of Directors or the
Executive Committee, except in cases where the signing and
execution thereof shall be expressly delegated by the Board
of Directors or the Executive Committee to some other
officer or agent, and shall perform such other duties as
from time to time may be assigned to him/her by the Board of
Directors, the Executive Committee, the Chairman of the
Board, the Chairman of the Executive Committee or the
President.
SEC. 10. The Secretary.
The Secretary shall be sworn to the faithful discharge
of his duties. He/she shall:
(a) Keep the minutes of the meetings of the stockholders
and of the Board of Directors and cause the same,
together with the minutes of each meeting of any
committee of the Board of Directors, to be recorded in
books provided for that purpose.
(b) See that all notices are duly given in accordance with
the provisions of these By-Laws or as required by law.
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(c) Whenever any committee shall be appointed in pursuance
of a resolution of the Board of Directors, furnish the
chairman of the committee with a copy of the
resolution.
(d) Be custodian of the records of the Corporation, the
Board of Directors and the committees thereof, and of
the seal of the Corporation and see that the seal is
affixed to all stock certificates prior to their
issuance and to all documents, the execution of which
on behalf of the Corporation under its seal shall be
duly authorized.
(e) Sign, with the Chairman, the President or a Vice
President, certificates of stock.
(f) See that the books, reports, statements, certificates
and the other documents and records required by law are
properly kept and filed.
(g) In general, perform all duties incident to the office
of Secretary and such other duties as from time to time
may be assigned to him/her by the Board of Directors,
the Executive Committee, the Chairman or the President.
SEC. 11. Assistant Secretaries.
At the request of the Secretary or in his/her absence
or disability, the Assistant Secretary designated by him/her
(or in the absence of such designation, the Assistant
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Secretary designated by the Board of Directors or the
Executive Committee) shall perform all the duties of the
Secretary, and when so acting, he/she shall have all the
powers of and be subject to all restrictions upon the
Secretary. The Assistant Secretaries shall perform such
other duties as from time to time may be assigned to them
respectively by the Board of Directors, the Executive
Committee or the Secretary, and shall be sworn to the
faithful discharge of their duties.
SEC. 12. The Treasurer.
The Treasurer shall have supervision over the funds,
securities, receipts and disbursements of the Corporation.
He/she shall cause all moneys and other valuable effects to
be deposited in the name and to the credit of the
Corporation, in such banks or trust companies or with such
bankers or other depositaries as shall be selected in
accordance with the provisions of Section 3 of Article VI of
these By-Laws. He/she shall cause the funds of the
Corporation to be disbursed by checks or drafts upon the
authorized depositaries of the Corporation. The Treasurer
shall cause to be taken and preserved proper vouchers for
all moneys disbursed. The Treasurer may also sign, with the
Chairman, the President or a Vice President, certificates of
stock of the Corporation. The Treasurer shall have the
right and is hereby empowered from time to time to require
from the officers or agents of the Corporation reports or
statements giving such information as he/she may desire with
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respect to any and all financial transactions of the
Corporation.
SEC. 13. Assistant Treasurers.
At the request of the Treasurer or in his/her absence
or disability, the Assistant Treasurer designated by him/her
(or in the absence of such designation, the Assistant
Treasurer designated by the Board of Directors or the
Executive Committee) shall perform all the duties of the
Treasurer, and when so acting, he shall have all the powers
of and be subject to all restrictions upon the Treasurer.
The Assistant Treasurers shall perform such other duties as
from time to time may be assigned to them respectively by
the Board of Directors, the Executive Committee or the
Treasurer.
SEC. 14. Surety Bonds.
Any officer or agent of the Corporation from whom the
Board of Directors or the Executive Committee may at any
time think fit to require a bond shall execute to the
Corporation the same in such sum and with such surety or
sureties as the Board of Directors or the Executive
Committee may direct, conditioned upon the faithful
performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all
property, moneys or securities of the Corporation which may
come into his hands.
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ARTICLE V
REIMBURSEMENT AND INDEMNIFICATION OF
DIRECTORS, OFFICERS AND EMPLOYEES
SECTION 1. Reimbursement.
Each director and officer of the Corporation shall be
entitled to reimbursement for his reasonable expenses
incurred in connection with his attention to the affairs of
the Corporation, including attendance at meetings. Each
employee of the Corporation other than an officer shall be
entitled to such reimbursement for his reasonable expenses
incurred in connection with his attention to the affairs of
the Corporation as the Board of Directors, the Executive
Committee or any person designated by one of them may
authorize.
SEC. 2. Indemnification.
(a) Each person who was or is a party or is threatened to
be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a "proceeding"), by
reason of the fact that he/she, or a person of whom
he/she is the legal representative, is or was a
director or officer of the Corporation or is or was
serving at the request of the Corporation as a
director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust
or other enterprise, including service with respect to
employee benefit plans, whether the basis of such
26
proceeding is alleged action or inaction in an official
capacity or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent
permitted by the laws of Delaware, as the same exist or may
hereafter be amended, against all costs, charges, expenses,
liabilities and losses (including attorneys' fees,
judgments, fines, employee benefit plan excise taxes or
penalties and amounts paid or to be paid in settlement
reasonably incurred or suffered by such person in connection
therewith, and such indemnification shall continue as to a
person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his/her heirs,
executors and administrators; provided, however, that,
except as provided in subdivision (b) of this Section 2, the
Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board. The right to
indemnification conferred in this Section 2 shall include
the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its
final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his/her
capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person
27
while a director or officer, including, without limitation,
service to any employee benefit plan) in advance of the
final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on
behalf of such director or officer, to repay all amounts so
advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under
this subdivision (a) or otherwise. The Corporation may, by
action of the Board, provide indemnification to employees
and agents of the Corporation with the same scope and effect
as the foregoing indemnification of directors and officers.
(b) If a claim under subdivision (a) of this Section 2 is
not paid in full by the Corporation within sixty 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 be entitled to be paid
also the expense of prosecuting such claim. It shall
be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final
disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that
the claimant has failed to meet a standard of conduct
which makes it permissible under the Delaware law for
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the Corporation to indemnify the claimant for the
amount claimed. Neither the failure of the Corporation
(including the Board, independent legal counsel, or its
stockholders) to have made a determination prior to the
commencement of such action that indemnification of the
claimant is permissible in the circumstances because
he/she has met such standard of conduct, nor an actual
determination by the Corporation (including the Board,
independent legal counsel, or its stockholders) that
the claimant has not met such standard of conduct,
shall be a defense to the action or create a presumption
that the claimant has failed to meet such standard of
conduct.
(c) The right to indemnification and the payment of
expenses incurred in defending a proceeding in advance
of its final disposition conferred in this Section 2
shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-Laws,
agreement, vote of stockholders or disinterested
directors or otherwise.
(d) The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee
or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or
not the Corporation would have the power to indemnify
29
such person against such expense, liability or loss
under Delaware law.
(e) To the extent that any director, officer, employee or
agent of the Corporation is by reason of such position,
or a position with another entity at the request of the
Corporation, a witness in any action, suit or
proceeding, he shall be indemnified against all costs
and expenses actually and reasonably incurred by him or
on his behalf in connection therewith.
(f) The Corporation may enter into agreements with any
director, officer, employee or agent of the Corporation
providing for indemnification to the full extent
permitted by Delaware law.
(g) For purposes of this Section 2, the term "Board" shall
mean the Board of Directors of the Corporation or, to
the extent permitted by the laws of Delaware, as the
same exist or may hereafter be amended, its Executive
Committee. On vote of the Board, the Corporation may
assent to the adoption of this Article V by any
subsidiary, whether or not wholly owned.
(h) The rights provided by this Section 2 shall not be
available with respect to any claim asserted against
the director, officer, employee or agent which is based
on matters which antedate the adoption of this Section
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2; any such claim will be governed by the By-Laws in
effect prior to April 2, 1987.
(i) If any provision of this Section 2 shall for any reason
be determined to be invalid, the remaining provisions
hereof shall not be affected thereby but shall remain
in full force and effect.
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ARTICLE VI
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. Contracts, etc. How Executed.
Except as in these By-Laws otherwise provided, the
Board of Directors or the Executive Committee may authorize
any officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name
of and on behalf of the Corporation, and such authority may
be general or confined to specific instances; and, unless so
authorized, no officer, agent or employee shall have any
power or authority to bind the Corporation by any contract
or engagement or to pledge its credit or to render it liable
pecuniarily for any purpose or to any amount.
SEC. 2. Loans.
No loans or advances shall be contracted on behalf of
the Corporation and no negotiable paper shall be issued in
its name, unless and except as authorized by the Board of
Directors or the Executive Committee. Any officer or agent
of the Corporation thereto authorized by the Board of
Directors or the Executive Committee may effect loans and
advances for the Corporation from any bank, trust company or
other institution, or from any firm, corporation or
individual, and for such loans and advances may make,
execute and deliver promissory notes, bonds or other
evidences of indebtedness of the Corporation and, when
authorized as aforesaid, may pledge, hypothecate or transfer
as security for the payment of any and all loans, advances,
32
indebtedness and liabilities of the Corporation, any and all
stocks, securities and other personal property at any time
held by the Corporation and to that end may endorse, assign
and deliver the same. Such authority may be general or
confined to specific instances. But no mortgage (other than
a purchase money mortgage) upon its property and franchises
shall be created by the Corporation unless first there shall
have been obtained the consent of the holders of not less
than two-thirds of the shares of the capital stock of the
Corporation then issued and outstanding, given by vote at a
meeting of the stockholders called for the purpose.
SEC. 3. Deposits.
All funds shall be deposited from time to time to the
credit of the Corporation in such banks or trust companies
or with such bankers or other depositaries as the Board of
Directors or the Executive Committee may select or as may be
selected by any officer or officers, agent or agents of the
Corporation to whom such power may from time to time be
delegated by the Board of Directors or the Executive
Committee.
SEC. 4. Checks, Drafts, etc.
All notes, drafts, acceptances, checks, endorsements,
or other evidences of indebtedness, shall be signed by the
Treasurer or an Assistant Treasurer and countersigned by the
Chairman or the President, or shall be signed by one or more
officers or agents of the Corporation as may from time to
time be designated by resolution of the Board of Directors
33
or of the Executive Committee. Endorsements for deposit to
the credit of the Corporation in any of its duly authorized
depositaries may be made by the Treasurer or Assistant
Treasurer, or by any other officer or agent who may be
designated by resolution of the Board of Directors or the
Executive Committee, without counter-signature, or by
hand-stamped impression in the name of the Corporation.
34
ARTICLE VII
SHARES AND THEIR TRANSFER
SECTION 1. Certificate of Stock.
Every holder of stock in the Corporation shall be
entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman, the President or a Vice
President, and the Treasurer or an Assistant Treasurer, or
the Secretary or an Assistant Secretary, certifying the
number of shares owned by him/her in the Corporation. Any
of or all the signatures on the certificate may be a
facsimile. In case of any officer, transfer agent or
registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate
is issued, the certificate may be issued by the Corporation
with the same effect as if he/she were such officer,
transfer agent or registrar at the date of issue.
Certificates representing shares of stock of the Corporation
shall be in such form as shall be approved by the Board of
Directors. There shall be entered upon the stock books of
the Corporation at the time of issuance of each share the
number of the certificate issued, the name of the person
owning the shares and the date of issuance thereof.
SEC. 2. Transfer of Stock.
Transfer of shares of stock of the Corporation shall be
made on the books of the Corporation by the holder of record
thereof, or by his/her attorney thereunto duly authorized by
35
a power of attorney duly executed in writing and filed with
the Secretary of the Corporation or any of its transfer
agents, and on surrender of the certificate or certificates
representing such shares. The Corporation and its transfer
agents and registrars, if any, shall be entitled to treat
the holder of record of any share or shares of stock as the
absolute owner thereof for all purposes, and accordingly
shall not be bound to recognize any legal, equitable or
other claim to or interest in such share or shares on the
part of any other person whether or not it or they shall
have express or other notice thereof, except as otherwise
expressly provided by the statutes of the State of Delaware;
provided, however, that whenever any transfer of shares
shall be made for collateral security and not absolutely,
and written notice thereof shall be given to the Secretary
of the Corporation or to any of its transfer agents, such
fact shall be expressed in the entry of the transfer.
SEC. 3. Lost or Destroyed Certificates.
The holder of any shares of the Corporation shall
immediately notify the Corporation of any loss or
destruction of the certificate therefor. The Corporation
may issue a new certificate in the place of any certificate
theretofore issued by it, alleged to have been lost or
destroyed, but the Board of Directors or Executive Committee
may require the owner of the lost or destroyed certificate
or his/her legal representatives to give a bond in such sum,
not exceeding double the value of the shares, and with such
surety or sureties, as it may direct, to indemnify the
36
Corporation and its transfer agents and registrars of
transfers, if any, against any claim that may be made
against it on account of the alleged loss or destruction of
any such certificate or the issuance of such new
certificate.
SEC. 4. Regulations.
The Board of Directors may make such rules and
regulations as it may deem expedient concerning the
issuance, transfer and registration of certificates for
shares of the stock of the Corporation. It may appoint
transfer agents or registrars of transfers, or both, and may
require all certificates of stock to bear the signature of
either or both.
SEC. 5. Closing of Transfer Books and Fixing of Record Date.
The Board of Directors shall have power to close the
stock transfer books of the Corporation for a period not
exceeding seventy days preceding the date of any meeting of
stockholders or the date for payment of any dividend or the
date for the allotment of rights or the date when any change
or conversion or exchange of capital stock shall go into
effect; provided, however, that in lieu of closing the stock
transfer books as aforesaid, the Board of Directors may fix
in advance a date, not exceeding seventy days preceding the
date of any meeting of stockholders or the date for the
payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, as a record
37
date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting, or entitled to
receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of
any such change, conversion or exchange of capital stock,
and in such case only such stockholders as shall be
stockholders of record on the date so fixed shall be enti-
tled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend, or to receive such
allotment or rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of any stock on the
books of the Corporation after any such record date fixed as
aforesaid.
38
ARTICLE VIII
CORPORATE SEAL
The corporate seal shall be in the form of a circle and
shall bear the words and figures "Barnes Group Inc., 1925,
Delaware," or words and figures of similar import, provided that
the form of such seal shall be subject to alteration by the Board
of Directors.
39
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall begin on the
first day of January and end on the thirty-first day of the
following December.
40
ARTICLE X
AMENDMENTS
All By-Laws of the Corporation shall be subject to
alteration or repeal, and new By-Laws may be made, either (1) by
the affirmative vote of the holders of record of a majority of
the outstanding shares of the stock of the Corporation entitled
to vote given at an annual meeting or at any special meeting, or
(2) by the affirmative vote of at least a majority of the number
of directors necessary to constitute the whole Board.
* * *
2/16/96
A:\BY-LAWS
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