BY-LAWS
of
CARPENTER TECHNOLOGY CORPORATION
As Last Amended Effective June 30, 1994
l. MEETINGS OF STOCKHOLDERS.
-------------------------
l.l Annual Meeting. The annual meeting of stockholders
--------------
shall be held during the last two weeks of October in each
year, and shall be held at a place and time determined by the
Board of Directors (the "Board").
At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought
before the meeting. To be properly brought before an annual
meeting, business must be specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Board, otherwise properly brought before the meeting by or at
the direction of the Board, or otherwise properly brought
before the meeting by a stockholder. In addition to any other
applicable requirements, for business to be properly brought
before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be
delivered to or mailed and received at the principal executive
offices of the Corporation, not less than 50 days prior to the
meeting; provided, however, that in the event that less than 65
days' notice or prior public disclosure of the date of the
meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the
close of business on the 15th day following the day on which
such notice of the date of the annual meeting was mailed or
such public disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each matter the stockholder
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 the
stockholder proposing such business, (iii) the class and number
of shares of the Corporation which are beneficially owned by
the stockholder, and (iv) any material interest of the
stockholder in such business.
Notwithstanding anything in the by-laws to the contrary,
no business shall be conducted at the annual meeting except in
accordance with the procedures set forth in the section 1.1,
provided, however, that nothing in this section 1.1 shall be
deemed to preclude discussion by any stockholder of any
business properly brought before the annual meeting in
accordance with said procedure.
The chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was
not properly brought before the meeting in accordance with the
provisions of this section 1.1 and, if he should so determine,
he shall so declare to the meeting and any such business not
properly brought before the meeting shall not be transacted.
l.2 Special Meetings. Except as otherwise required by
----------------
law and subject to the rights of the holders of any class or
series of stock having preference over the Common Stock as to
dividends or upon liquidation, special meetings of the stock-
holders may be called only by the Board pursuant to a
resolution approved by a majority of the entire Board.
l.3 Place of Meetings. Meetings of the stockholders may
-----------------
be held in or outside Delaware at the place specified in the
notice by the person or persons calling the meeting.
l.4 Notice of Meetings. Written notice of each meeting
------------------
of stockholders shall be mailed to each stockholder entitled to
vote at the meeting, not less than 20 nor more than 40 days
before the meeting, and shall state the time and place of the
meeting and the purposes for which it is called.
l.5 Quorum. The presence in person or by proxy of the
------
holders of a majority of the shares entitled to vote shall con-
stitute a quorum for the transaction of any business, except as
otherwise provided by law. In the absence of a quorum any
officer entitled to preside at or act as secretary of such
meeting shall have the power to adjourn the meeting from time
to time until a quorum is present, without further notice other
than announcement at the meeting of the adjourned time and
place (provided that if a meeting is adjourned for more than 30
days, or if a new record date is set, a new notice must be
given). At any adjourned meeting at which a quorum is present
any action may be taken which might have been taken at the
meeting as originally called.
l.6 Voting; Proxies. Stockholders may attend meetings
---------------
and vote either in person or by proxy. Every proxy must be
signed by the stockholder (or his attorney-in-fact) as listed
on the stock transfer books on the record date established for
the meeting. Corporate action to be taken by stockholder vote,
other than the election of directors, shall be authorized by a
majority of the votes cast at a meeting of stockholders at
which a quorum is present, except as otherwise provided by law,
by the Certificate of Incorporation, as amended from time to
time, or by these by-laws. Directors shall be elected in the
manner provided in section 2.l of these by-laws.
l.7 Inspectors of Election. The Chairman or President
----------------------
shall have the power to appoint two persons (who need not be
stockholders) to act as inspectors of election at each meeting
of stockholders. If there are not two inspectors present,
ready and willing to act, the chairman presiding at any meeting
may appoint a temporary inspector or inspectors to act at such
meeting. No candidate for the office of director shall act as
an inspector of any election for directors.
2. BOARD OF DIRECTORS.
------------------
2.l Number, Election and Term of Directors. The business
--------------------------------------
of the Corporation shall be managed by the Board, which shall
consist of up to 15 Directors. A person to be qualified for
election as director shall be a bona fide holder of at least
one share of the capital stock of the Corporation having voting
rights, or a shareholder in a corporation owning twenty-five
percentum or more of the Corporation's capital stock. The
Board of Directors shall be divided into three equal classes as
possible. The term of office of the first class will expire at
the first annual meeting of the stockholders, that of the
second class will expire at the second annual meeting, and that
of the third class will expire at the third annual meeting. At
each annual meeting of the stockholders after such classifica-
tion, directors shall be chosen for a term of three years to
succeed those whose terms expire, and shall hold office until
the third following annual meeting of stockholders and until
the election of their respective successors, subject to the
provisions of section 2.6 hereof. The number of directors may
be changed by resolution of two-thirds of the entire Board or
by a vote of the holders of two-thirds of the issued and
outstanding stock of the Corporation entitled to vote, but any
such change shall be made as nearly pro rata as possible among
the three classes, and no decrease may shorten the term of any
incumbent director; in no event shall the Board of Directors
consist of less than three directors. Directors shall be
elected at each annual meeting of stockholders by a plurality
of the votes cast by written ballot. As used in these by-laws,
"entire Board" means the total number of directors which the
Corporation would have if there were no vacancies.
2.2 Quorum and Manner of Acting. A majority of the
---------------------------
directors in office (but not less than one-third of the entire
Board) shall constitute a quorum for the transaction of
business at any meeting, except as provided in section 2.7 of
these by-laws. Action of the Board shall be authorized by the
vote of a majority of the directors present at the time of the
vote, if a quorum is present, unless otherwise provided by law
or these by-laws. In the absence of a quorum, a majority of
the directors present may adjourn any meeting from time to time
until a quorum is present, on notice given as provided in
Section 2.5 hereof.
2.3 Annual and Regular Meetings. Annual meetings of the
---------------------------
Board, for the election of officers and consideration of other
matters, shall be held either (a) without notice immediately
after the annual meeting of stockholders and at the same place,
or (b) as soon as practicable after the annual meeting of
stockholders on notice as provided in Section 2.5 of these by-
laws. Regular meetings of the Board may be held at such times
and places as the Board determines.
2.4 Special Meetings. Special meetings of the Board may
----------------
be called by the Chairman of the Board or the Chief Executive
Officer or by three directors, one from each class of directors
then in office.
2.5 Notice of Meetings; Waiver of Notice. Notice of the
------------------------------------
time and place of each regular and special meeting of the
Board, and of each annual meeting not held immediately after
the annual meeting of stockholders and at the same place, shall
be given to each director by mailing it to him at his residence
or usual place of business at least five days before the
meeting, or by delivering or telephoning or telegraphing it to
him at least one day before the meeting. Notice of a special
meeting shall also state the general purpose or purposes for
which the meeting is called. Notice need not be given to any
director who submits a signed waiver of notice before or after
the meeting, or who attends the meeting without protesting the
lack of notice to him, either before the meeting or when it
begins. Notice of any adjourned meeting need not be given,
other than by announcement at the meeting at which the adjourn-
ment is taken.
2.6 Resignation and Retirement of Directors. Any
---------------------------------------
director may resign at any time by giving written notice to the
Chief Executive Officer or Secretary of the Corporation, to
take effect at the time specified therein. The acceptance of
such resignation, unless required by the terms thereof, shall
not be necessary to make it effective. Unless otherwise
provided by resolution of the Board, any director who is also
an officer of the Corporation shall retire from the Board upon
his attaining age 65 or upon his earlier retirement as an
officer of the Corporation. Any director who is not an officer
of the Corporation shall retire from the Board at the next
Annual Meeting of Stockholders after the director attains
age 70.
2.7 Vacancies. Any vacancy in the Board, including one
---------
created by an increase in the number of directors, may be
filled for the unexpired term by a majority vote of the
remaining directors, though not a quorum.
2.8 Action by Directors Without a Meeting. Any action by
-------------------------------------
the Board or any committee of the Board may be taken without a
meeting if a written consent to the action is signed by all of
the members of the Board or committee.
2.9 Compensation. Directors shall receive such compen-
------------
sation as the Board determines, together with reimbursement of
their reasonable expenses in connection with the performance of
their duties. A director may also be paid for serving the
Corporation, its affiliates or subsidiaries in other
capacities.
2.10 Nominations of Director Candidates. Only persons
----------------------------------
who are nominated in accordance with the following procedures
shall be eligible for election as directors. Nominations of
persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders by or at
the direction of the Board by any nominating committee or
person appointed by the Board or by any stockholder of the
Corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth
in this section 2.10. Such nominations, other than those made
by or at the direction of the Board, shall be made pursuant to
timely notice in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the
Corporation not less than 50 days prior to the meeting;
provided, however, that in the event that less than 65 days'
notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business
on the 15th day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was
made. Such stockholder's notice to the Secretary shall set
forth (a) as to each person whom the stockholder proposes to
nominate for election or reelection 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 and number of shares of capital stock
of the Corporation which are beneficially owned by the person
and (iv) any other information relating to the person that is
required to be disclosed in solicitations for proxies for
election of directors pursuant to Schedule 14A under the
Securities Exchange Act of 1934, as amended; and (b) as to the
stockholder giving the notice (i) the name and record address
of the stockholder and (ii) the class and number of shares of
capital stock of the Corporation which are beneficially owned
by the stockholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be
required by the Corporation to determine the eligibility of
such proposed nominee to serve as director of the Corporation.
No person shall be eligible for election as a director of the
Corporation unless nominated in accordance with the procedures
set forth herein.
The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not
made in accordance with the foregoing procedure and, if he
should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
3. COMMITTEES.
----------
3.l Executive Committee. The Board, by resolution
-------------------
adopted by a majority of the entire Board, may designate an
Executive Committee of at least four directors, which committee
shall have all the authority of the Board, except as otherwise
provided in the resolution or by law, and shall serve at the
pleasure of the Board. A majority of the members of the
Executive Committee shall constitute a quorum for the
transaction of business at every meeting of the Executive
Committee. The Board may designate one or more directors as
alternate members of the committee, who may replace any absent
or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of the committee, if
no alternate member has been designated by the Board, the
member or members present at the meeting of the committee and
not disqualified, whether or not a quorum, may, by unanimous
vote, appoint another director to act at the meeting in place
of the absent or disqualified member. The Executive Committee
shall keep minutes of its meetings, and all action of the
committee shall be reported to the Board at its next meeting
succeeding such action. The committee shall adopt rules of
procedure and shall meet as provided by those rules or by
resolutions of the Board.
3.2. Other Committees. The Board, by resolution adopted
----------------
by a majority of the entire Board, may designate other
committees, the composition of which shall consist of at least
two members of the Board and such corporate officers who are
non-board members as the Board deems to be appropriate, to
serve at the Board's pleasure, with such powers and duties as
the Board determines. Membership of the Audit Committee, the
Corporate Governance Committee and the Compensation and Stock
Option Committee shall exclude any officer or former officer
Board members.
4. OFFICERS.
--------
4.l Executive Officers. The executive officers of the
------------------
Corporation shall be a Chairman of the Board, if the Board
chooses to elect one; a President; and one or more Vice Presi-
dents, one or more of whom may be designated Executive Vice
President or Senior Vice President. The Chairman of the Board,
if any, and the President shall be elected from among the
directors. The offices of Chairman and President may be held
by the same person. The Board shall designate the Chairman or
the President as Chief Executive Officer of the Corporation.
The executive officers shall be elected annually by the Board,
and each such officer shall hold office until the next annual
meeting of the Board and until the election of his successor,
or until his earlier resignation or removal.
4.2 Other Officers. The Board shall appoint annually a
--------------
Treasurer, a Secretary and a Controller. Any of such offices
may be filled by a Vice President and the offices of Treasurer
or Controller and Secretary may be filled by the same person.
The Board may appoint other officers (including Vice
Presidents, not otherwise designated by the Board as Executive
Officers, Assistant Vice Presidents, Assistant Secretaries and
Assistant Treasurers) or agents, each of whom shall hold office
for such period and have such powers and duties as the Board
determines. The Board may delegate to any executive officer or
to any committee the power to appoint and define the powers and
duties of any such officers or agents.
4.3 Vacancies. A vacancy in any office may be filled for
---------
the unexpired term in the manner prescribed in sections 4.l and
4.2 of these by-laws for election or appointment to the office.
4.4 Chairman of the Board. The Chairman of the Board, if
---------------------
one is elected, shall preside at all meetings of the Board and
of the stockholders. He shall perform all duties incident to
the office of Chairman of the Board and shall have such other
powers and duties as the Board assigns to him. In the absence
of the Chairman and the President, the Board shall designate a
member of the Board as temporary chairman.
4.5 The President. The President shall, if there is no
-------------
Chairman or in the absence of the Chairman, preside at all
meetings of the Board and of the stockholders. He shall
perform all duties incident to the office of President and such
other duties as the Board assigns to him.
4.6 Chief Executive Officer. The Chief Executive Officer
-----------------------
shall, subject to the control of the Board, have the general
management and control of the business and affairs of the
Corporation and, in general, shall have all powers and perform
all duties incident to the office of Chief Executive Officer.
4.7 Vice Presidents. Each Vice President shall have such
---------------
designation as the Board may determine and such powers and
duties as the Board or the Chief Executive Officer, subject to
the control of the Board, assigns to him. One of the Vice
Presidents, who is an Executive Officer, may be designated by
the Board to act, in the absence of the Chief Executive Officer
in the Chief Executive Officer's place.
4.8 The Treasurer. The Treasurer shall, subject to the
-------------
direction of the Chief Executive Officer, have charge of all
funds, securities, notes, receipts and disbursements of the
Corporation. He shall be responsible for the deposit of
Corporation funds in or withdrawal from such banks or other
depositories as shall be selected by the Chief Executive
Officer with the approval of the Board, and shall provide all
necessary cash and other records to the Controller. He shall
perform such other duties as treasurers of corporations usually
have or as shall have been assigned by the Chief Executive
Officer.
4.9 The Secretary. The Secretary shall be the secretary
-------------
of, and keep the minutes of, all meetings of the Board and of
the stockholders, shall be responsible for giving notice of all
meetings of stockholders and of the Board, shall keep the seal
and shall apply it to any instrument requiring it. He shall be
custodian of the corporate records (except accounting records),
contracts and documents, and shall have such other powers and
duties as the Chief Executive Officer or the Vice President to
whom the Secretary reports assigns to him. In the absence of
the Secretary from meetings, the minutes shall be kept by the
person appointed for that purpose by the presiding officer.
4.l0 The Controller. The Controller shall be the officer
--------------
in charge of accounts of the Corporation and shall be
responsible for the maintenance of adequate accounting and
internal auditing procedures and adequate records of the
Corporation and for the preparation of financial statements and
reports on the operation of the business. He shall be
responsible to the Chief Executive Officer with respect to the
administration of his office and shall have such other powers
and duties as the Board or the Chief Executive Officer assigns
to him.
4.ll Division Officers. For administrative and manage-
-----------------
ment purposes, the Chief Executive Officer with the approval of
the Board may designate divisions of the Corporation and may
appoint such division officers with such titles, as deemed
necessary or advisable for the transaction of the business of
the Corporation. Division officers shall serve at the pleasure
of the Board of Directors, the Chief Executive Officer and any
other executive officer of the Corporation or officer of a
division to whom such division officers may from time to time
be responsible pursuant to instructions of the Board of Direc-
tors or the Chief Executive Officer. Any division officer may
be removed from office as a division officer, either with or
without cause, at any time, by the Board of Directors, the
Chief Executive Officer or by any other executive officer of
the Corporation or officer of a division to whom such division
officer may at the time be responsible. A division officer
shall not be an officer of the Corporation by virtue of his
position as such division officer. Division officers shall
perform such duties as shall be assigned to them from time to
time by the Board of Directors or the Chief Executive Officer
but no division officer shall execute any deed, lease or other
conveyance or transfer of real property of the Corporation, any
note or other evidence of indebtedness or any mortgage or other
security for indebtedness.
4.l2 Salaries and Benefits. A compensation committee,
---------------------
composed of at least two non-management members of the Board,
shall determine, with the advice of the Chief Executive
Officer, the salaries, extra compensation and other benefits of
all officers of the Corporation and division officers.
5. SHARES.
------
5.l Certificates. The shares of the Corporation shall be
------------
represented by certificates in the form approved by the Board.
Each certificate shall be signed by the Chairman, the President
or a Vice President and by the Secretary or the Treasurer. If
the certificate is countersigned (a) by a transfer agent other
than the corporation or its employee, or (b) by a registrar
other than the corporation or its employee, any other signature
on the certificate may be a facsimile.
5.2 Transfers. Shares shall be transferable only on the
---------
Corporation's books, upon surrender of the certificate for the
shares, properly endorsed. The Board may require satisfactory
surety before issuing a new certificate to replace a
certificate claimed to have been lost or destroyed.
5.3 Transfer Agents and Registrars. The Corporation
------------------------------
shall have one or more transfer agents and one or more regis-
trars of its shares, whose respective duties shall be defined
by the Board. Unless the Board specifically directs otherwise
with respect to a particular certificate, no certificates for
shares shall be valid unless countersigned by a transfer agent
and unless registered by a registrar.
6. MISCELLANEOUS.
-------------
6.l Seal. The Board shall adopt a corporate seal, which
----
shall be in the form of a circle and shall bear the Corpora-
tion's name and the year and state in which it was
incorporated.
6.2 Fiscal Year. The Board may determine the Corpora-
-----------
tion's fiscal year. Until changed by the Board, the Corpora-
tion's fiscal year shall end on June 30.
6.3 Voting of Shares in Other Corporations. Shares in
--------------------------------------
other corporations which are held by the Corporation may be
represented and voted by the Chairman, the President or a Vice
President of this Corporation or by proxy or proxies appointed
by one of them. The Board may, however, appoint some other
person to vote the shares.
6.4 Indemnification of Officers, Directors, Employees
-------------------------------------------------
and Agents. The Corporation shall, to the full extent
----------
permitted by Section l45 of the Delaware General Corporation
Law as amended from time to time, indemnify all persons whom it
may indemnify under that section.
For these purposes an employee or agent shall be deemed to
have acted in good faith only if his action were within the
scope of his employment as defined by an agreement with the
Corporation or in accordance with rules and regulations estab-
lished by the Corporation or an authorized officer thereof.
6.5 Amendments. By-laws may be amended, repealed or
----------
adopted by the affirmative vote of a majority of the entire
Board or of the holders of a majority of the issued and out-
standing stock of the Corporation entitled to vote, except that
the amendment, repeal or adoption of by-laws relating to the
number, classification or removal of directors shall be by the
affirmative vote of two-thirds of the entire Board or of the
holders of two-thirds of the issued and outstanding stock of
the Corporation entitled to vote.