GENERAL HOUSEWARES CORP.
RESTATED BY-LAWS
As Amended February 7, 1995
ARTICLE I
Offices
SECTION 1. Principal Office. The principal office or place of business of the
Corporation in the State shall be the Corporation's registered office in the
City of Wilmington, County of New Castle, State of Delaware.
SECTION 2. Other Offices. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or as the business of the Corporation may from
time to time require.
ARTICLE II
Stockholders
SECTION 1. Place of Meeting. All meetings of the stockholders shall be held at
the registered office of the Corporation in the State of Delaware or at such
other place within or without the State of Delaware as may from time to time be
designated by the Board of Directors or as stated in the notice of such meeting.
SECTION 2. Annual Meetings. The annual meeting of the stockholders of the
Corporation shall be on such date and time each year as may be designated by
resolution of the Board of Directors from time to time for the purpose of
electing directors for the ensuing year and for the transaction of such other
proper business, notice of which is given in the notice of such meeting.
SECTION 3. Special Meetings. Special meetings of the stockholders for any
purpose or purposes may be called by the Board of Directors, the Chairman of the
Board or the President, and shall be called by the Chairman of the Board, the
President, or Secretary upon receipt of a request in writing signed by a
majority of the Board of Directors. Such request shall state the purpose or
purposes of the proposed meeting and the matters proposed to be acted upon
thereat.
SECTION 4. Notice of Meetings. Not less than 10 days nor more than 60 days
written or printed notice of every meeting of stockholders, stating the place,
date and time thereof, and, in the case of a special meeting (and the annual
meeting, if so required by law), the purpose or purposes for which the meeting
is called, shall be given to each stockholder entitled to vote thereat by
leaving the same with him or at his residence or usual place of business or by
mailing it, postage prepaid, and addressed to him at his address as it appears
on the records of the Corporation.
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No notice of the time, date, place or purpose of any meeting
of stockholders need be given to any stockholder entitled to such notice who
attends in person or is represented by proxy (except when the stockholder
attends a meeting for the express purpose of objecting at the beginning of the
meeting to the transaction of any business on the grounds that the meeting is
not lawfully called or convened), or to any stockholder entitled to such notice
who, in writing executed and filed with the records of the meeting either before
or after the time thereof, waives such notice. Neither the business to be
transacted at, nor the purpose of, any annual or special meeting of stockholders
need be specified in any such written waiver of notice.
SECTION 5. Record Dates. The Board of Directors may fix in advance a date, not
exceeding 60 days preceding the date of any meeting of stockholders or of any
express consent to corporate action in writing without a meeting, any dividend
payment date, any date of any other distribution, any date for the allotment of
any rights, or any date for the exercise of any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
and, in the case of any meeting of stockholders, not less than 10 days, as a
record date for the determination of the stockholders entitled to notice of or
to vote at such meeting or to express consent to corporate action in writing
without a meeting, or entitled to receive such dividends or other distributions
or rights, or to exercise such rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, as the case
may be; and only stockholders of record on such dates shall be entitled to
notice of and to vote at such meeting or to express consent to corporate action
in writing without a meeting, or to receive such dividends or other
distributions or rights, or to exercise such rights in respect of any change,
conversion or exchange of stock, as the case may be.
SECTION 6. List of Stockholders Entitled to Vote. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at least 10 days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order and showing the
address and number of shares registered in the name of each stockholder. Such
list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, either at a place within the city where the
meeting is to be held or, if such place is not specified in the notice of such
meeting, at the place where the meeting is to be held; and such list shall also
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
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SECTION 7. Quorum, Adjournment of Meetings. The presence in person or by proxy
of the holders of record of a majority of the shares of stock of the Corporation
issued and outstanding and entitled to be voted thereat shall constitute a
quorum at all meetings of stockholders, except as otherwise may be required by
law. In the absence of a quorum, the holders of record of a majority of the
shares of stock present in person or by proxy and entitled to be voted thereat
shall have power to adjourn the meeting from time to time, without notice other
than an announcement at the meeting of the time and place of such adjournment
(except as otherwise provided in this SECTION 7) until the requisite number of
shares of stock entitled to be voted at such meeting shall be present in person
or by proxy. At any such adjourned meeting at which the requisite number of
shares of stock entitled to be voted thereat shall be present in person or by
proxy, any business may be transacted which might have been transacted at the
meeting as originally called and notified.
A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of
such meeting unless the Board of Directors fixes a new record date for the
adjourned meeting. If an adjournment of any meeting of stockholders shall be for
more than 30 days, or if after adjournment a new record date is fixed by the
Board of Directors for the adjourned meeting, a notice of adjourned meeting
shall be given to each stockholder of record entitled to notice of or to vote at
the meeting.
SECTION 8. Conduct of Meetings. The meetings of the stockholders shall be
presided over by the Chairman of the Board or the President, or if neither be
present, by a Vice President, or if none of them is present, by a chairman to be
elected at the meeting. The Secretary of the Corporation, if present, shall act
as secretary of such meeting, or if he is not present, an Assistant Secretary
shall so act, or if neither the Secretary nor an Assistant Secretary is present,
then the meeting shall elect its secretary.
SECTION 9. Voting and Inspectors. Each stockholder entitled to vote at a meeting
of stockholders or to consent or dissent to corporate action in writing without
a meeting may vote, consent or dissent in person or by proxy, but no proxy need
be sealed, witnessed or acknowledged. No proxy may be voted upon or acted upon
after three years from its date unless such proxy shall provide for a longer
period.
All elections shall be had and all questions decided by a
majority of the votes cast at a duly constituted meeting, except as otherwise
required by the Certificate of Incorporation, these By-Laws or a specific
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statutory provision superseding requirements contained in the Certificate of
Incorporation or in these By-Laws.
At any election of directors, the chairman of the meeting may,
and if required by law, shall, appoint one or more inspectors or judges of
election who shall first subscribe an oath or affirmation to execute faithfully
their duties at such election with strict impartiality and according to the best
of their ability, and shall after the election make a certificate of the result
of the vote taken. No candidate for the office of director shall be appointed
such inspector or judge.
All elections of directors shall be by written ballot. The
chairman of the meeting may cause the vote to be taken on any other matters to
be by written ballot.
SECTION 10. Validity of Proxies and Ballots. At every meeting of the
stockholders, all proxies shall be received and taken in charge of, and all
ballots, if any, shall be received and canvassed by, the secretary of the
meeting, who shall decide all questions touching the qualification of voters,
the validity of the proxies, and the acceptance or rejection of votes, unless
inspectors or judges of election shall have been appointed, in which event such
inspectors or judges of election shall so act.
ARTICLE III
Board of Directors
SECTION 1. General Powers. The business property and affairs of the Corporation
shall be conducted and managed under the supervision of a Board of Directors.
The Board of Directors shall have and exercise, or cause to be exercised, in the
name and on behalf of the Corporation all the powers of the Corporation, except
those conferred upon or reserved to stockholders expressly by statute, the
Certificate of Incorporation or these By-Laws.
SECTION 2. Number and Tenure of Office. The number of directors which shall
constitute the whole Board shall be such as from time to time may be fixed by
resolution of the Board of Directors at a duly held regular or special meeting,
but in no case shall the number be less than three. The directors shall be
classified with respect to the time for which they shall severally hold office
by dividing them into three classes, each class to consist of such number of
directors as the directors may determine, provided that the whole number of
directors of any class shall not exceed the whole number of directors of any
other class by more than one. At each annual meeting, the successors to the
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directors of the class whose terms shall expire in that year shall be elected to
hold office for a term of three years from the date of their election and until
the election and qualification of their successors, so that the term of office
of one class of directors shall expire in each year. Notwithstanding the
provisions of this SECTION 2 of ARTICLE III, whenever the holders of any series
of non-voting Preferred Stock shall be entitled, voting separately as a class,
to elect directors, the terms of all directors elected by such holders shall
expire on the next succeeding annual meeting of stockholders. Directors need not
be stockholders.
SECTION 3. Vacancies. In case of any vacancy in the Board of Directors through
death, resignation, removal, increase in the number of directors, or other
cause, such vacancy may be filled by the vote of a majority of the remaining
directors, although such majority shall not constitute a quorum. Any successor
director so elected shall hold office for the unexpired term of the director
whose office has been vacated.
SECTION 4. Removal of Directors. Any director may be removed from office, for
cause at any time, by the vote of at least two-thirds of the whole Board of
Directors or by the vote at a special meeting, called for such purpose, of the
holders of at least two-thirds of all shares outstanding and entitled to vote
for the election of directors.
SECTION 5. Place of Meeting; Maintenance of Books and Records. The directors may
hold their meetings, whether regular or special, and keep the books, records of
account and stock ledgers of the Corporation either within or without the State
of Delaware, at any office or offices of the Corporation or at any place as they
may from time to time by resolution determine, or, in the case of meetings, as
shall be specified or fixed in the respective notices, waivers of notice, or
consents with respect thereto.
SECTION 6. Regular Meeting. Regular meetings of the Board of Directors shall be
held at such times and at such places either within or without the State of
Delaware as the directors may from time to time determine. No notice of any
regular meeting need be given to any director, except as otherwise provided in
ARTICLE XI hereof.
The annual meeting of the Board of Directors shall be held as
soon as practicable after the annual meeting of the stockholders for the
election of directors, and no notice of such meeting shall be necessary if held
at the same place as the annual meeting of stockholders following such meeting,
except as otherwise provided in ARTICLE XI hereof.
SECTION 7. Special Meetings. Special meetings of the Board of Directors may be
held from time to time at such places either within or without the State of
Delaware upon call of the Chairman of the Board or the President, or by a quorum
of the Board, by written notice duly served on each director, sent by means of
electronic transmission or mailed, postage prepaid, to each director at his
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address as it appears on the records of the Corporation, not less than 48 hours
before such meeting. No notice need be given to any director who attends the
meeting in person or to any director who, in writing executed and filed with the
records of the meeting either before or after the holding thereof, waives such
notice. Such notice or waiver of notice may but need not state the business to
be transacted at, or the purpose or purposes of, such meeting.
SECTION 8. Quorum. One-third of the total number of directors shall constitute a
quorum for the transaction of any and all business, provided that a quorum shall
in no case be less than two directors. If at any meeting of the Board there
shall be less than a quorum present, a majority of those present shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting of the time and place of such adjourned meeting,
until a quorum shall have been obtained. The act of the majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board, except as may be otherwise specifically provided by statute, by the
Certificate of Incorporation or by these By-Laws.
SECTION 9. Committees. The Board of Directors may at any time, by the
affirmative vote of a majority of the whole Board, appoint from among its
members an Executive Committee composed of two or more directors, and may
delegate by resolution to such Executive Committee, in the intervals between
meetings of the Board of Directors, any or all of the powers of the Board of
Directors respecting the business, affairs and property of the Corporation, and
the power to authorize the seal of the Corporation to be affixed to all papers
which may require it; provided, however, that nothing herein shall be deemed to
prohibit the designation of additional committees for limited and appropriate
purposes with such memberships as may be provided in the resolution of the Board
of Directors designating any such committee. In the absence or disqualification
of any member of any such committee at a meeting thereof, the member or members
thereof present at such meeting and not disqualified from voting, whether or not
he or they constitute a quorum, may unanimously appoint a member of the Board of
Directors to act at such meeting in the place of any such absent or disqualified
member. All such committees shall report the action taken or principal matters
considered to the Board of Directors at the next succeeding regular or special
meeting, and any action by the committees which in all cases shall be by a
majority of those present at a meeting at which there is quorum shall be subject
to revision and alteration by the Board of Directors, provided that no rights of
third persons shall be affected by any such revision or alteration. The Board of
Directors may at any time, by the affirmative vote of a majority of the whole
Board, remove, with or without cause, any member of any such committee and fill
vacancies therein.
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SECTION 10. Informal Action. Any action required or permitted to be taken at any
meeting of the Board of Directors, or of any committee, may be taken without a
meeting, if consents in writing, setting forth such action are signed by all
members of the Board or of such committee, as is the case may be, and such
written consents are filed with the minutes of proceedings of the Board or such
committee.
SECTION 11. Compensation. Directors and members of any committee of the
Corporation contemplated by these By-Laws or otherwise provided for by
resolution of the Board of Directors who are not salaried officers of the
Corporation shall, in consideration of their serving as such, receive from the
Corporation such amount per annum or such fees, for attendance at meetings of
the Board of Directors or of such committee, or both, as the Board may from time
to time determine.
All directors and members of any such committee shall receive
reimbursement for the reasonable expenses incurred by them in connection with
their attendance at meetings or the performance of their duties. Nothing
contained herein shall preclude any director or any member of such committee
from serving the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV
Officers
SECTION 1. Election; Appointment; Vacancies. The executive officers of the
Corporation shall be chosen by the Board of Directors as soon as may be
practicable after the annual meeting of stockholders. Such executive officers
may include a Chairman of the Board, a Vice Chairman of the Board and one or
more Vice President and shall include a President, a Secretary and a Treasurer.
The Board of Directors may also in its discretion appoint Assistant Secretaries,
Assistant Treasurers, a Controller, Assistant Controllers, and other officers,
agents and employees, or may, by resolution delegate this authority to the
Chairman of the Board or President of the Corporation. The Board of Directors,
or the Chairman of the Board or President if authorized as aforesaid, may fill
any vacancy which may occur in any office, except that vacancies in executive
offices shall be filled by the Board of Directors. Any number of offices, except
those of President and Vice President and those of Treasurer and Controller, may
be held by the same person, but no officer shall execute, acknowledge or verify
any instrument in more than one capacity, if such instrument is required by law,
these By-Laws or otherwise to be executed, acknowledged or verified by two or
more officers.
SECTION 2. Tenure of Office; Removal. Executive officers, and other officers if
to be elected by the Board, shall be elected at the first meeting of the Board
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of Directors, or as soon thereafter as practicable, after the annual meeting of
stockholders to hold office until their successors are chosen and qualified.
Other officers, if appointed by the Chairman of the Board or President as
provided in SECTION 1 of this ARTICLE IV., shall have a tenure in office until
their successors be chosen and qualified. Executive officers and any other
officers, agents, or employees elected by the Board may be removed from office
at any time with or without cause by the Board of Directors and officers, agents
or employees appointed by the Chairman of the Board or President as aforesaid,
may be removed from office at any time with or without cause by such officers or
by the Board of Directors, but any such removal shall be without prejudice to
contractual rights with the Corporation, if any, of the officers, agents, or
employees so removed.
SECTION 3. Powers and Duties. Officers, agents and employees shall have such
powers and duties in the management of the business, property and affairs of the
Corporation as are provided by statute, the Certificate of Incorporation and
these By-Laws, as well as such powers and duties as generally pertain to their
respective offices and such powers and duties as may from time to time be
conferred by resolution of the Board of Directors.
SECTION 4. Salaries. The salaries of all officers, agents and employees of the
Corporation shall be fixed by or pursuant to the authority of the Board of
Directors.
SECTION 5. Fidelity Bonds. The Board of Directors may require any officer, agent
or employee of the Corporation to give bond for the faithful discharge of his
duties, in such sum and of such character as the Board of Directors may from
time to time prescribe.
ARTICLE V
Checks, Notes, Etc.
All checks and drafts on the Corporation's bank accounts and
all bills of exchange and promissory notes, and all acceptances, guarantees,
obligations, evidences of indebtedness and other instruments for the payment of
money, and all certificates or other instruments representing the Corporation's
stock or other securities, and any indentures, mortgages or agreements with
respect thereto, shall be signed by such officer or officers, agent or agents,
as shall be thereunto authorized from time to time by the Board of Directors.
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ARTICLE VI
Capital Stock
SECTION 1. Certificate of Shares. The interest of each stockholder of the
Corporation shall be evidenced by certificates for shares of stock in such form
as the Board of Directors may from time to time prescribe, except insofar as
provided by law. No certificate shall be valid unless it is signed by the
Chairman of the Board, the President or a Vice President, and by the Secretary,
an Assistant Secretary, the Treasurer or an Assistant Treasurer of the
Corporation and sealed with its seal (which seal may be in facsimile), and if
such certificate is countersigned by a transfer agent or registered by a
registrar (in each case other than the Corporation or its employees), the
signatures of the aforesaid officers of the Corporation may be by facsimile. In
the event that any such officer so signing a certificate manually or by
facsimile is no longer an officer of the Corporation or holds a different office
at the time the certificate is issued, shall have the same force and effect as
if such officer held at such time the office held by him when so signing,
whether manually or by facsimile, the certificate.
SECTION 2. Transfer of Shares. Shares of the Corporation shall be transferable
on the books of the Corporation by the holder thereof in person or by his duly
authorized attorney or legal representative, upon surrender and cancellation of
certificates for the same number of shares of the same class or series, duly
endorsed or accompanied by proper instruments of assignment and transfer, with
such proof of the authenticity of the signature as the Corporation or its agents
may reasonably require. The Board of directors shall designate an officer of the
Corporation to act as transfer clerk in the absence of the appointment of a
transfer agent.
SECTION 3. Stock Ledgers. The stock ledgers of the Corporation, containing the
names and addresses of the stockholders and the number of shares held by them
respectively, shall be kept at the office of the Secretary of the Corporation,
whether within or without the State of Delaware, in the custody of the transfer
clerk or, if the Corporation employs a transfer agent, at the offices ofsuch
transfer agent, and shall during the usual business hours of every business day
be open for inspection and for copying for any proper purpose by any person
authorized by the laws of the State of Delaware and the Certificate of
Incorporation to do so.
SECTION 4. Lost, Stolen or Destroyed Certificates. The Board of Directors may
determine the conditions upon which a new certificate representing shares of any
class or series may be issued in place of a certificate which is alleged to have
been lost stolen or destroyed; and may, in their discretion, require the owner
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of such certificate or his legal representative to give bond, with sufficient
surety to the Corporation and the transfer agent, if any, to indemnify it and
such transfer agent against any and all loss or claims which may arise by reason
of the issue of a new certificate in the place of the one so lost, stolen or
destroyed.
ARTICLE VII
Corporate Seal
The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization, the words "Corporate Seal,
Delaware", and such other inscriptions, if any, as the Board of Directors may
from time to time determine. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
Fiscal Year
The fiscal year of the Corporation shall cover such period of
12 calendar months as the Board of Directors may determine. In the absence of
any such determination, the accounts of the Corporation shall be kept on a
calendar year basis.
ARTICLE IX
Voting the Stock of Other Corporations
Any stock or other securities of other corporations, which may
from time to time be held by the Corporation, may be represented and voted at
any meeting of stockholders or security holders of such other corporations by
the Chairman of the Board, the President, or any Vice President of the
Corporation, or by proxy or proxies appointed by any such person, or otherwise
pursuant to authorization thereunto given by resolution of the Board of
Directors.
ARTICLE X
Indemnification of Directors, Officers and Others
SECTION 1. Indemnification of Directors and Officers. The Corporation shall, to
the fullest extent permitted by applicable law, indemnify any person (and the
heirs, executors and administrators thereof) who was or is made, or threatened
to be made, a party to an action, suit or proceeding, whether civil, criminal,
administrative or investigative, whether involving any actual or alleged breach
of duty, neglect or error, any accountability, or any actual or alleged
misstatement, misleading statement or other act or omission and whether brought
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or threatened in any court or administrative or legislative body or agency,
including an action by or in the right of the Corporation to procure a judgment
in its favor and an action by or in the right of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
Corporation is serving or served in any capacity at the request of the
Corporation, by reason of the fact that he, his testator or intestate is or was
a director or officer of the Corporation, or is serving or served such other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, amounts paid in
settlement, and costs, charges and expenses, including attorneys' fees, incurred
therein or in any appeal thereof.
SECTION 2. Indemnification of Others. The Corporation shall indemnify other
persons and reimburse the expenses thereof, to the extent required by applicable
law, and may indemnify any other person to whom the Corporation is permitted to
provide indemnification of the advancement of expenses, whether pursuant to
rights granted pursuant to, or provided by, the Delaware General Corporation Law
or otherwise.
SECTION 3. Advances or Reimbursement of Expenses. The Corporation shall, from
time to time, reimburse or advance to any person referred to in SECTION 1 upon
receipt of a written undertaking by or on behalf of such person to repay such
amount(s) if a judgment or other final adjudication adverse to the director or
officer establishes that (i) his acts were committed in bad faith or were the
result of active and deliberate dishonesty and, if either case, were material to
the cause of action so adjudicated, (ii) he personally gained in fact a
financial profit or other advantage to which he was not legally entitled, or
(iii) his conduct was otherwise of a character such that Delaware law would
require that such amount(s) be repaid.
SECTION 4. Service of Certain Entities Deemed Requested. 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.
SECTION 5. Interpretation. Any person entitled to be indemnified or to the
reimbursement or advancement of expenses as a matter of right pursuant to this
Article 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, suit or
proceeding, to the extent permitted by applicable law, or on the basis of the
applicable law in effect at the time indemnification is sought.
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SECTION 6. Indemnification Right. The right to be indemnified or to the
reimbursement or advancement of expenses pursuant to this Article (i) is a
contract right pursuant to which the person entitled thereto may bring suit as
if the provisions hereof were set forth in a separate written contract between
the Corporation and the director or officer, (ii) is intended to be retroactive
and shall be available with respect to events occurring prior to the adoption
hereof, and (iii) shall continue to exist after the rescission or restrictive
modification hereof with respect to events occurring prior thereto.
SECTION 7. Indemnification Claims. If a request to be indemnified or of the
reimbursement or advancement of expenses pursuant hereto is not paid in full by
the Corporation within 30 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 also to be paid the expenses of
prosecuting such claim. Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) to have made
a determination prior to the commencement of such action that indemnification of
or reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses shall be a defense to the action or create a presumption
that claimant is not so entitled.
ARTICLE XI
Amendments
The By-Laws of the Corporation may be altered, amended, added
to or repealed at any annual or special meeting of stockholders at which a
quorum is present or represented, provided notice of the proposed alteration,
amendment, addition or repeal is set forth in the notice of such meeting, by the
affirmative vote of a majority of the shares of stock present or represented at
such meeting and entitled to vote thereat, or by the Board of Directors at any
regular or special meeting of the Board if notice of the proposed alteration,
amendment, addition or repeal is contained in the notice of any such meeting or
in the waivers or consents with respect thereto. Any action of the Board of
Directors of the Corporation taken under this ARTICLE XI may be altered,
amended, added to or repealed by the stockholders at such meeting or at any
other meeting. In no event shall the Board of Directors of the Corporation have
power to alter, amend, add to or repeal this ARTICLE XI.
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