EXHIBIT 3B
KAMAN CORPORATION
BY-LAWS
ARTICLE I
Offices
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
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
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.
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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.
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.
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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
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)
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.
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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 lease 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.
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.
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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)
ARTICLE IV
(Amended in its entirety effective 4/24/90)
Officers
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.
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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 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.
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ARTICLE V
Issue and Transfer of Stock
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
and transfer unto
____________ ______shares of the capital stock represented by the
within certificate and do
hereby irrevocably constitute and appoint _______________to
transfer the said stock on the
books of the within named corporation with full power of
substitution in the premises.
Dated_________________________, 19_____.
In the presence
of:________________________________________________________________
New certificates shall thereupon be issued to the purchaser or
assignee.
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ARTICLE VI
Seal
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
1. The fiscal year of the corporation shall commence on
January 1.
ARTICLE VIII
Amendments
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).
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(2/9/99)