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Exhibit 3(ii)
KAMAN CORPORATION
BY-LAWS
ARTICLE I
Offices
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1. The principal office of this corporation shall be at such
place in the Town of Bloomfield in the State of Connecticut as
the Directors shall from time to time designate. The corporation
may have such other offices within or without the State of
Connecticut as the Directors may from time to time determine.
ARTICLE II
Meeting of Stockholders
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1. PLACE OF MEETINGS. All meetings of the stockholders shall
be held at the principal office or place of business of the
corporation, or at such place within or without the State of
Connecticut as from time to time may be designated by resolution
of the Board of Directors.
2. ANNUAL MEETINGS. The annual meetings of the stockholders
shall be held on such day, other than a legal holiday, in the
month of March or April of each year and at such time and place
as may be designated by the Board of Directors. The purpose of
such meeting shall be the election of a Board of Directors by
ballot and the transaction of such other business as may properly
come before such meeting. If the annual meeting of the
stockholders be not held as herein prescribed, the election of
directors may be held at any meeting thereafter called pursuant
to these by-laws or otherwise lawfully held.
3. NOTICE OF ANNUAL MEETING. A notice setting out the day,
hour and place of such annual meeting shall be mailed, postage
prepaid, to each stockholder of record at his address as the same
appears on the stock book of the corporation, or if no such
address appears, at his last known address, not less than seven
(7) days nor more than fifty (50) days before such annual
meeting. Such notice shall also state any proposed amendment or
repeal of the by-laws of the corporation and any other proposed
matter other than the election of directors which, under the
Connecticut Stock Corporation Law, expressly requires the vote of
stockholders.
4. ADJOURNMENT OF STOCKHOLDERS' MEETING. If a quorum is not
present at any meeting of the stockholders, the stockholders
present, in person or by proxy, may adjourn such meeting to such
future time as shall be agreed upon by them, and notice of such
adjournment shall be given to the stockholders not present or
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represented at the meeting; but if a quorum be present, the
stockholders present may adjourn from day to day as they see fit,
and no notice of such adjournment need be given.
5. SPECIAL MEETINGS. Special Meetings of the stockholders may
be called at any time by the President or by resolution of the
Board of Directors. A special meeting of the stockholders
shall be called by the President upon the request of any two (2)
directors or upon the written request of one (l) or more
stockholders holding in the aggregate at least one-tenth (1/10)
of the total number of shares entitled to vote at such meeting.
The Secretary shall mail a notice of such meeting to each
stockholder of record not less than seven (7) days nor more than
fifty (50) days before such meeting, and such notice shall state
the day, hour and place of such meeting and the purpose thereof.
6. WAIVER OF NOTICE. Notice of any stockholders' meeting may
be waived in writing by all the stockholders, and if any
stockholder present at a stockholders' meeting does not protest
the lack of proper notice prior to or at the commencement of the
meeting, he shall be deemed to have waived notice of such
meeting.
7. SHAREHOLDERS' CONSENT. Any resolution in writing approved
and signed by all the stockholders or their proxies or attorneys
shall have the same force and effect as if it were a vote passed
by all the stockholders at a meeting duly called and held for
that purpose. In addition, actions taken at any meeting of
stockholders however called and with whatever notice given, if
any, shall be as valid as though taken at a meeting duly called
and held on notice, if:
(l) All stockholders entitled to vote were present in
person or by proxy and no objection to holding the meeting was
made by any stockholder; or
(2) A quorum was present, either in person or by proxy, and
no objection to holding the meeting was made by any stockholder
entitled to vote so present, and if, either before or after the
meeting, each of the persons entitled to vote not present in
person or by proxy signs a written waiver of notice, or a consent
to the holding of the meeting or an approval of the action. The
Secretary shall record all such resolutions, waivers, consents
and approvals in the minute book of the corporation.
8. QUORUM. A majority of the stock issued and outstanding,
either in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting of the stockholders;
except that if no quorum be present, a majority of the
stockholders present in person or by proxy may adjourn the
meeting to such time as they may determine. Notice of any such
adjournment shall be given to the stockholders not present or
represented at such meeting.
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9. PROXIES. At all meetings of the stockholders any stockholder
entitled to vote may vote either in person or by proxy. Such
proxy shall be in writing, but need not be sealed, witnessed or
acknowledged, and shall be filed with the Secretary before the
meeting or before being voted.
10. NUMBER OF VOTES OF EACH STOCKHOLDER. Each stockholder,
whether represented in person or by proxy, shall be entitled to
one (l) vote for each share of stock standing in his own name on
the books of this corporation on the record date.
11. VOTING. In the election of directors and in voting on any
question on which a vote by ballot is required by law or is
demanded by any stockholder, the voting shall be by ballot; on
all other questions it may be viva voce.
12. RECORD DATE. For the purpose of determining which
stockholders are entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or which stockholders
are entitled to receive payment of any dividend or for any other
proper purpose, the Board of Directors, and in the absence of
their action the Secretary of the corporation or any other person
lawfully acting, shall set a record date which shall not be any
earlier than the date on which the Board of Directors, the
Secretary or such other authorized party acts to set such record
date, no more than seventy (70) nor less than ten (10) days
before the particular event requiring such determination of
stockholders is to occur.
ARTICLE III
Directors
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1. NUMBER, ELECTION AND TERM OF OFFICE. The property,
business and affairs of the corporation shall be managed by a
Board of Directors composed of not less than three nor more than
fifteen directorships in number, which directorships need not be
filled by persons who are stockholders. The actual number of
directorships shall be fixed by the incorporators and subscribers
at their first meeting, and thereafter as the Board of Directors
may determine. The first Board of Directors shall be elected at
the organizational meeting of the corporation. Thereafter the
directors shall be elected by ballot by the stockholders at their
annual meeting and shall hold office until the next annual
meeting and until their successors shall be chosen and qualified
in their stead. (Amended Effective 4/18/94)
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2. VACANCIES. Any vacancy in the Board of Directors by reason
of death, resignation or other cause may be filled for the
unexpired portion of the term by a concurring vote of a majority
of the remaining directors in office, or by action of the sole
remaining director in office, though such remaining directors are
less than a quorum, though the number of directors at the meeting
to fill such vacancy are less than a quorum and though such
majority is less than a quorum.
3. POWERS OF DIRECTORS. The directors shall have the general
management and control of the property, business and affairs of
this corporation and shall exercise all the powers that may be
exercised or performed by this corporation under the statutes,
its Certificate of Incorporation, and these By-laws.
4. PLACE OF MEETINGS. The directors may hold their meetings at
such place or places within or without the State of Connecticut
as the Board may from time to time determine.
5. REGULAR MEETINGS. A meeting of the directors for the
election of officers and the transaction of any other business
that may come before such meeting shall be held without other
notice immediately following the organization meeting of the
corporation and each annual meeting of the stockholders at the
place designated therefor.
6. OTHER MEETINGS. Other meetings of the directors may be held
whenever the President or a majority of the directors may deem it
advisable, notice thereof to be mailed or given orally to each
director at least two (2) days prior to such meeting. (Amended
Effective 4/26/88).
7. WAIVER OF NOTICE. Notice of any directors' meeting may be
waived in writing by all the directors and, if any director
present at a directors' meeting does not protest prior to or at
the commencement of the meeting the lack of proper notice, he
shall be deemed to have waived notice of such meeting.
8. DIRECTORS' CONSENT. Any resolution in writing, approved and
signed by all the directors, shall have the same force and effect
as if the same were a vote passed by all the directors at a
meeting duly called and held for that purpose, and such
resolution shall be recorded by the Secretary in the minute book
of the corporation.
9. QUORUM. A majority of the directorships shall constitute a
quorum for the transaction of business at all meetings of the
Board of Directors, but any number less than a quorum may adjourn
such meeting to a specified date. The act of a majority of the
directors present at a meeting at which a quorum is present at
the time of the act shall be the act of the Board of Directors.
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10. COMPENSATION OF DIRECTORS. Directors as such shall not
receive any stated compensation or salary for their services but,
by resolution of the Board, a fixed sum and expenses of
attendance may be allowed for attendance at each regular or
special meeting of the Board, provided, however, that nothing
herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving
compensation therefor.
11. COMMITTEES. The Board of Directors may, by resolution
adopted by the affirmative vote of directors holding a majority
of the directorships, create one or more committees, such as an
Executive Committee, comprising in each case two or more
directors, which committee or committees shall have and may
exercise all such authority of the Board of Directors as may be
delegated to it in such resolution or thereafter by similar
resolution.
12. DIRECTOR EMERITUS. The Board of Directors may, from time to
time, appoint any former director of the corporation who shall
have retired from the board for reasons of age, health or similar
reasons, as Director Emeritus of the corporation. A Director
Emeritus shall be entitled to attend such meetings of the
directors and be compensated therefor as the board may determine
13. VICE CHAIRMAN. The Board of Directors may, from time to
time, appoint a Vice Chairman of the Board of Directors from
among the then serving members of the board who, in the absence
or incapacity of the Chairman, shall have the powers and
responsibilities of the Chairman with respect to meetings of the
Board of Directors and of the Shareholders and shall also assist
the Chairman with respect to meetings of the Board of Directors
and of the Shareholders as the Chairman may request. The
position of Vice Chairman shall not be a corporate office or
carry with it any of the powers or responsibilities of any
corporate office of the corporation, however, the same individual
may simultaneously serve as Vice Chairman and as a corporate
officer of the corporation. The Vice Chairman shall serve for a
term of one year and until his successor is duly appointed and
qualified but may be removed by the Board of Directors at any
time with or without cause and with or without notice or hearing.
The Vice Chairman may be compensated for his services as such as
the board may determine. (Added Effective February 9, 1999)
14. MANDATORY RETIREMENT AGE. The mandatory retirement age for
a director shall be age seventy (70); provided that directors
serving on November 14, 2000 shall be eligible to serve until age
seventy-five (75); and provided further that, Mr. Charles H.
Kaman shall not be subject to any age limit (Added effective
November 14, 2000).
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ARTICLE IV
(Amended in its entirety effective 4/24/90)
Officers
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1. The directors shall elect a Chairman, a President, one or
more Vice Presidents, a Treasurer and a Secretary, and may from
time to time appoint such other officers as they, the directors,
deem expedient. Any two or more offices may be held by the same
person except the offices of President and Secretary. The duties
of officers of the corporation shall be such as are prescribed by
these By-laws and as may be prescribed by the directors.
2. CHAIRMAN. The Chairman shall preside at all meetings of the
directors and of the stockholders and unless the directors
otherwise determine, he shall be the chief executive officer of
the corporation. As Chief Executive Officer, he shall have
general control and management of the corporation's business and
affairs, subject to the direction of the Board of Directors. He
shall consult with and advise the President concerning the
operations of the corporation. The Chairman shall perform such
additional duties as may be assigned to him from time to time by
the Board of Directors.
3. PRESIDENT. The President shall perform all duties incident
to the office of President and shall have full authority and
responsibility for the operation of the business of the
corporation, subject to the direction of the Board of Directors
and the Chief Executive Officer. In the event of the absence or
disability of the Chairman, the President shall perform the
duties and have the power of the Chairman. The President shall
perform such additional duties as may be assigned to him from
time to time by the Board of Directors or the Chief Executive
Officer.
4. VICE PRESIDENT. Any Vice President shall have the powers
and perform such duties as may be assigned to him by the Board of
Directors or the Chief Executive Officer.
5. SECRETARY. The Secretary shall keep a record of the minutes
of the proceedings of all meetings of stockholders and directors
and shall issue all notices required by law or by these By-laws,
and he shall discharge all other duties required of such officer
by law or designated from time to time by the Board of Directors
or by the Chief Executive Officer or as are incident to the
office of Secretary. He shall have the custody of the seal of
this corporation and all books, records and papers of this
corporation, except such as shall be in the charge of the
Treasurer or of some other person authorized to have custody and
possession thereof by a resolution of the Board of Directors.
6. TREASURER. The Treasurer shall have charge and custody of
and be responsible for all funds and securities of the
corporation, keep full and accurate accounts of receipts and
disbursements and books belonging to the corporation, deposit all
moneys and valuable effects in the name and to the credit of the
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corporation in depositories designated by the Board of Directors,
and, in general, perform such other duties as may from time to
time be assigned to him by the Board of Directors or by the Chief
Executive Officer or as are incident to the office of Treasurer.
7. TERM OF OFFICE. Each of such officers shall serve for the
term of one year and until his successor is duly appointed and
qualified, but any officer may be removed by the Board of
Directors at any time with or without cause and with or without
notice of hearing. Vacancies among the officers by reason of
death, resignation or other causes shall be filled by the Board
of Directors.
8. COMPENSATION. The compensation of all officers shall be
fixed by the Board of Directors, and may be changed from time to
time by a majority vote of the board.
ARTICLE V
Issue and Transfer of Stock
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1. CERTIFICATES. Certificates of stock shall be in form
authorized or adopted by the Board of Directors and shall be
consecutively numbered, provided that each certificate shall set
forth upon its face as at the time of issue: the name of this
corporation, a statement that this corporation is organized under
the laws of the State of Connecticut, the name of the person to
whom issued, the number of shares represented thereby and the par
value of each such share; and provided that each certificate
shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and shall be sealed with the seal of this
corporation.
2. TRANSFER. The stock of the corporation shall be transferred
only upon the books of the corporation either by the stockholder
in person, or by power of attorney executed by him for that
purpose, upon the surrender for cancellation of the old stock
certificate. Prior to due presentment for registration of
transfer of a security, the corporation shall treat the
registered owner of a security as the person exclusively entitled
to vote, receive notifications and dividends, and otherwise to
exercise all the rights and powers of the shares represented by
such security.
The form of transfer shall be as follows:
For value received hereby sell, assign
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and transfer unto shares of the capital stock
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represented by the within certificate and do hereby irrevocably
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constitute and appoint to transfer the said stock
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on the books of the within named corporation with full power of
substitution in the premises.
Dated , 19 .
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In the presence of:
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New certificates shall thereupon be issued to the purchaser or
assignee.
ARTICLE VI
Seal
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1. The seal of this corporation shall have inscribed thereon the
name of this corporation, the word "Seal" and the word
"Connecticut", and shall be in the custody of the Secretary.
ARTICLE VII
Fiscal Year
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1. The fiscal year of the corporation shall commence on
January 1.
ARTICLE VIII
Amendments
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1. The by-laws of the corporation may be adopted, amended or
repealed at any validly called and convened meeting of the Board
of Directors by the affirmative vote of Directors holding a
majority of the number of directorships at the time or by the
unanimous written consent of the Board of Directors as provided
in Article III, Section 8 of these by-laws. Any notice of a
meeting of the Board of Directors at which by-laws are to be
adopted, amended or repealed shall include notice of such
proposed action. (Amended Effective 4/18/94).
(7/9/02)
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