As amended
through 9/21/94
BY-LAWS
OF
THE L. S. STARRETT COMPANY
SECTION 1.
ARTICLES OF ORGANIZATION
The name and purposes of the corporation shall be as set forth
in the articles of organization. These by-laws, the powers of the
corporation and of its directors and stockholders, or of any class
of stockholders if there shall be more than one class of stock, and
all matters concerning the conduct and regulation of the business
and affairs of the corporation shall be subject to such provisions
in regards thereto, if any, as are set forth in the articles of
organization as from time to time in effect.
SECTION 2.
STOCKHOLDERS
2.1 Annual Meeting. The annual meeting of the stockholders
shall be held at two o'clock in the afternoon on the third
Wednesday of September in each year, unless a different hour is
fixed by the president or the directors. If that day be a legal
holiday at the place where the meeting is to be held, the meeting
shall be held on the next succeeding day not a legal holiday at
such place. Purposes for which an annual meeting is to be held,
additional to those prescribed by law, by the articles of
organization or by these by-laws, may be specified by the president
or by the directors.
2.2 Special Meeting in Place of Annual Meeting. If no annual
meeting has been held in accordance with the foregoing provisions,
a special meeting of the stockholders may be held in place thereof,
and any action taken at such special meeting shall have the same
force and effect as if taken at the annual meeting, and in such
case all references in these by-laws to the annual meeting of the
stockholders shall be deemed to refer to such special meeting. Any
such special meeting shall be called as provided in Section 2.3.
2.3 Special Meeting. A special meeting of the stockholders
may be called at any time by the president or by the directors.
Each call of a meeting shall state the place, date, hour and
purposes of the meeting.
2.4 Place of Meeting. All meetings of the stockholders shall
be held at the principal office of the corporation in Massachusetts
or at such other place within Massachusetts as shall be fixed by
the president or the directors. Any adjourned session of any
meeting of the stockholders shall be held at the same city or town
as the initial session, or within Massachusetts, in either case at
the place designated in the vote of adjournment.
2.5 Notice of Meetings. A written notice of each meeting
of stockholders, stating the place, date and hour and the purposes
of the meeting, shall be given at least seven days before the
meeting to each stockholder entitled to vote thereat and to each
stockholder who, by law, by the articles of organization or by
these by-laws, is entitled to notice, by leaving such notice with
him or at his residence or usual place of business, or by mailing
it, postage prepaid, addressed to such stockholder at his address
as it appears in the records of the corporation. Such notice shall
be given by the clerk or an assistant clerk or by an officer
designated by the directors. No notice of any meeting of
stockholders need be given to a stockholder if a written waiver of
notice, executed before or after the meeting by such stockholder or
his attorney thereunto duly authorized, is filed with the records
of the meeting.
2.6 Quorum of Stockholders. At any meeting of the
stockholders, a quorum as to any matter shall consist of a majority
of the votes entitled to be cast on the matter, except that if two
or more classes or series of stock are entitled to vote as separate
classes or series, then in the case of each such class or series a
quorum as to any matter shall consist of a majority of the votes of
that class or series entitled to be cast on the matter, and except
where a larger quorum is required by law, by the articles of
organization or by these by-laws.
2.7 Action by Vote. When a quorum is present at any meeting,
a plurality of the votes properly cast for election to any office
shall elect to such office, and a majority of the votes properly
cast upon any question other than an election to an office shall
decide the question, except when a larger vote is required by law,
by the articles of organization or by these by-laws. No ballot
shall be required for any election unless requested by a
stockholder present or represented at the meeting and entitled to
vote in the election.
2.8 Voting. Stockholders entitled to vote shall have one vote
for each share of stock entitled to vote held by them of record
according to the records of the corporation, unless otherwise
provided by the articles of organization. The corporation shall
not, directly or indirectly, vote any share of its own stock. The
provisions of Chapter 110D of the Massachusetts General Laws shall
not apply to control share acquisitions of the Company. The
provisions of Chapter 110F of the Massachusetts General Laws shall
not apply to the Company.
2.9 Proxies. Stockholders entitled to vote may vote either in
person or by proxy in writing dated not more than six months before
the meeting named therein, which proxies shall be filed with the
clerk or other person responsible to record the proceedings of the
meeting before being voted. Unless otherwise specifically limited
by their terms, such proxies shall entitle the holders thereof to
vote at any adjournment of such meeting but shall not be valid
after the final adjournment of such meeting.
SECTION 3.
BOARD OF DIRECTORS
3.1 Number. The number of directors which shall constitute
the whole board shall be determined from time to time by vote of a
majority of the directors then in office, provided that the number
thereof may not be less than three nor more than eleven. No
director need be a stockholder.
3.2 Election and Tenure. The directors shall be
classified, with respect to the time for which they severally hold
office, into three classes, as nearly equal in number as possible,
with one class to be elected at each annual meeting of
stockholders. Each class shall hold office until its successors
are elected and qualified. If the number of directors is changed
by the directors, any newly created directorships or any decrease
in directorships shall be so apportioned among the classes as to
make all classes as nearly equal as possible; provided, however,
that no decrease in the number of directors shall shorten the term
of any incumbent director. At each annual meeting of stockholders,
the successors of the class of directors whose term expires at that
meeting shall be elected to hold office for a term expiring at the
annual meeting of stockholders held in the third year following the
year of their election.
3.3 Powers. Except as reserved to the stockholders by law, by
the articles of organization or by these by-laws, the business of
the corporation shall be managed by the directors who shall have
and may exercise all the powers of the corporation. In particular,
and without limiting the generality of the foregoing, the directors
may at any time issue all or from time to time any part of the
unissued capital stock of the corporation from time to time
authorized under the articles of organization and may determine,
subject to any requirements of law, the consideration for which
stock is to be issued and the manner of allocating such
consideration between capital and surplus.
3.4 Committees. The directors may, by vote of a majority of
the directors then in office, elect from their number an executive
committee and other committees and may by vote delegate to any such
committee or committees some or all of the powers of the directors
except those which by law, by the articles of organization or by
these by-laws they are prohibited from delegating. Except as the
directors may otherwise determine, any such committee may make
rules for the conduct of its business, but unless otherwise
provided by the directors or such rules, its business shall be
conducted as nearly as may be in the same manner as is provided by
these by-laws for the conduct of business by the directors.
3.5 Regular Meetings. Regular meetings of the directors may
be held without call or notice at such places and at such times as
the directors may from time to time determine, provided that notice
of the first regular meeting following any such determination shall
be given to absent directors. A regular meeting of the directors
may be held without call or notice immediately after and at the
same place as the annual meeting of the stockholders.
3.6 Special Meetings. Special meetings of the directors may
be held at any time and at any place designated in the call of the
meeting, when called by the president or the treasurer or by two or
more directors, reasonable notice thereof being given to each
director by the secretary or an assistant secretary, or, if there
be none, by the clerk or an assistant clerk, or by the officer or
one of the directors calling the meeting.
3.7 Notice. It shall be sufficient notice to a director to
send notice by mail at least forty-eight hours or by telegram at
least twenty-four hours before the meeting addressed to him at his
usual or last known business or residence address or to give notice
to him in person or by telephone at least twenty-four hours before
the meeting. Notice of a meeting need not be given to any director
if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any
director who attends the meeting without protesting prior thereto
or at its commencement the lack of notice to him. Neither notice
of a meeting nor a waiver of a notice need specify the purposes of
the meeting.
3.8 Quorum. At any meeting of the directors a majority of the
directors then in office shall constitute a quorum. Any meeting
may be adjourned from time to time by a majority of the votes cast
upon the question, whether or not a quorum is present, and the
meeting may be held as adjourned without further notice.
3.9 Action by Vote. When a quorum is present at any meeting,
a majority of the directors present may take any action, except
when a larger vote is required by law, by the articles of
organization or by these by-laws.
3.10 Action by Writing. Any action required or permitted to
be taken at any meeting of the directors may be taken without a
meeting if a written consent thereto is signed by all the directors
and such written consent is filed with the records of the meetings
of the directors. Such consent shall be treated for all purposes
as a vote at a meeting.
SECTION 4.
OFFICERS AND AGENTS
4.1 Enumeration: Qualification. The officers of the
corporation shall be a president, a treasurer, a clerk, and such
other officers, if any, as the incorporators at their initial
meeting, or the directors from time to time, may in their
discretion elect or appoint. The corporation may also have such
agents, if any, as the incorporators at their initial meeting or
the directors from time to time may in their discretion appoint.
Any officer may be but none need be a director or stockholder. The
clerk shall be a resident of Massachusetts unless the corporation
has a resident agent appointed for the purpose of service of
process. Any two or more offices may be held by the same person.
Any officer may be required by the directors to give bond for the
faithful performance of his duties to the corporation in such
amount and with such sureties as the directors may determine.
4.2 Powers. Subject to law, to the articles of organization
and to the other provisions of these by-laws, each officer shall
have, in addition to the duties and powers herein set forth, such
duties and powers as are commonly incident to his office and such
duties and powers as the directors may from time to time designate.
4.3 Election. The president, the treasurer and the clerk
shall be elected annually by the directors at their first meeting
following the annual meeting of the stockholders. Other officers,
if any, may be elected or appointed by the board of directors at
said meeting or at any other time.
4.4 Tenure. Except as otherwise provided by law or by the
articles of organization or by these by-laws, the president, the
treasurer and the clerk shall hold office until the first meeting
of the directors following the next annual meeting of the
stockholders and until their respective successors are chosen and
qualified, and each other officer shall hold office until the first
meeting of the directors following the next annual meeting of the
stockholders unless a shorter period shall have been specified by
the terms of his election or appointment, or in each case until he
sooner dies, resigns, is removed or becomes disqualified. Each
agent shall retain his authority at the pleasure of the directors.
4.5(a) Chief Executive Officer. The chief executive officer of
the corporation shall be the chairman of the board, if any, the
president or such other officer as is designated by the directors
and shall, subject to the control of the directors, have general
charge and supervision of the business of the corporation. If no
such designation is made, the president shall be the chief
executive officer. Unless the board of directors otherwise
specifies, if there is no chairman of the board, the chief
executive officer shall preside, or designate the person who shall
preside, at all meetings of the stockholders and of the board of
directors.
4.5(b) Chairman of the Board. If a chairman of the board of
directors is elected, he shall have the duties and powers specified
in these by-laws and shall have such other duties and powers as may
be determined by the directors. Unless the board of directors
otherwise specifies, the chairman of the board shall preside, or
designate the person who shall preside, at all meetings of the
stockholders and of the board of directors.
4.5(c) President and Vice Presidents. The president shall
have the duties and powers specified in these by-laws and shall
have such other duties and powers as may be determined by the
directors.
Any vice president shall have such duties and powers as shall
be designated from time to time by the directors.
4.6 Treasurer and Assistant Treasurers. The treasurer shall
be the chief financial and accounting officer of the corporation
and shall be in charge of its funds and valuable papers, books of
account and accounting records, and shall have such other duties
and powers as may be designated from time to time by the directors
or by the president.
Any assistant treasurers shall have such duties and powers as
shall be designated from time to time by the directors.
4.7 Clerk and Assistant Clerks. The clerk shall record all
proceedings of the stockholders in a book or series of books to be
kept therefor, which book or books shall be kept at the principal
office of the corporation or at the office of its transfer agent or
of its clerk and shall be open at all reasonable times to the
inspection of any stockholder. In the absence of the clerk from
any meeting of stockholders, an assistant clerk, or if there be
none or he is absent, a temporary clerk chosen at the meeting,
shall record the proceedings thereof in the aforesaid book. Unless
a transfer agent has been appointed the clerk shall keep or cause
to be kept the stock and transfer records of the corporation, which
shall contain the names and record addresses of all stockholders
and the amount of stock held by each. If no secretary is elected,
the clerk shall keep a true record of the proceedings of all
meetings of the directors and in his absence from any such meeting
an assistant clerk, or if there be none or he is absent, a
temporary clerk chosen at the meeting, shall record the proceedings
thereof.
Any assistant clerk shall have such duties and powers as shall
be designated from time to time by the directors.
4.8 Secretary and Assistant Secretaries. If a secretary is
elected, he shall keep a true record of the proceedings of all
meetings of the directors and in his absence from any such meeting
an assistant secretary, or if there be none or he is absent, a
temporary secretary chosen at the meeting, shall record the
proceedings thereof.
Any assistant secretaries shall have such duties and powers as
shall be designated from time to time by the directors.
SECTION 5.
RESIGNATIONS AND REMOVALS
Any director or officer may resign at any time by delivering
his resignation in writing to the president, the treasurer or the
clerk or to a meeting of the directors. Such resignation shall be
effective upon receipt unless specified to be effective at some
other time. A director (including persons elected by directors to
fill vacancies in the board) may be removed from office only for
cause (a) by the vote of the holders of a majority of the total
number of votes of the then outstanding shares entitled to vote
generally in the election of directors, provided that the directors
of a class elected by the holders of a particular class of
stockholders may be removed only by affirmative vote of a majority
of the total number of votes of the then outstanding shares of such
class, or (b) by the vote of a majority of the directors then in
office. For the purposes of this Section 5, "cause" shall mean (i)
conviction of a felony, (ii) declaration of unsound mind by order
of court, (iii) gross dereliction of duty, (iv) commission of an
action involving moral turpitude, or (v) commission of an action
which constitutes intentional misconduct or a knowing violation of
law if such action in either event results both in an improper
substantial personal benefit and a material injury to the
corporation. The directors may remove any officer elected by them
with or without cause by the vote of the directors then in office.
A director or officer may be removed for cause only after
reasonable notice and opportunity to be heard before the body
proposing to remove him. No director or officer resigning, and
(except where a right to receive compensation shall be expressly
provided in a fully authorized written agreement with the
corporation) no director or officer removed, shall have any right
to any compensation as such director or officer for any period
following his resignation or removal, or any right to damages on
account of such removal, whether his compensation be by the month
or by the year or otherwise; unless in the case of a resignation,
the directors, or in the case of a removal, the body acting on the
removal, shall in their or its discretion provide for compensation.
SECTION 6.
VACANCIES
Any vacancy and newly-created directorships in the board of
directors, whether resulting from an increase in the size of the
board of directors, from the death, resignation, disqualification
or removal of a director, or otherwise, shall be filled solely by
the affirmative vote of a majority of the remaining directors then
in office, even though less than a quorum of the board of
directors, or by a sole remaining director. Any director elected
in accordance with the preceding sentence shall hold office for the
remainder of the full term of the class of directors in which the
new directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified. If the
office of the president or the treasurer or the clerk becomes
vacant, the directors may elect a successor by a vote of a majority
of the directors then in office. If the office of any other officer
becomes vacant, the directors may elect or appoint a successor by
vote of a majority of the directors present. Each such successor
shall hold office for the unexpired term, and in the case of the
president, the treasurer and the clerk, until his successor is
chosen and qualified, or in each case until he sooner dies,
resigns, is removed or becomes disqualified. The directors shall
have and may exercise all their powers notwithstanding the
existence of one or more vacancies in their number.
SECTION 7.
CAPITAL STOCK
7.1 Number and Par Value. The total number of shares and the
par value, if any, of each class of stock which the corporation is
authorized to issue shall be as stated in the articles of
organization.
7.2 Fractional Shares. The corporation shall not issue
fractional shares of stock but may issue scrip in registered or
bearer form which shall entitle the holder to receive a certificate
for a full share upon surrender of such scrip aggregating a full
share, the terms and conditions and manner of issue of such scrip
to be fixed by the directors.
7.3 Stock Certificates. Each stockholder shall be entitled to
a certificate stating the number and the class and the designation
of the series, if any, of the shares held by him, in such forms as
shall, in conformity to law, be prescribed from time to time by the
directors. Such certificate shall be signed by the chairman of the
board, the president or a vice president and by the treasurer or an
assistant treasurer. Such signatures may be facsimiles if the
certificate is signed by a transfer agent, or by a registrar, other
than a director, officer or employee of the corporation. In case
any officer who has signed or whose facsimile signature has been
placed on such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the
time of its issue.
7.4 Loss of Certificates. In the case of the alleged loss or
destruction or the mutilation of a certificate of stock, a
duplicate certificate may be issued in place thereof, upon such
terms as the directors may prescribe.
SECTION 8.
TRANSFER OF SHARES OF STOCK
8.1 Transfer on Books. Subject to the restrictions, if any,
stated or noted on the stock certificates, shares of stock may be
transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate therefor
properly endorsed or accompanied by a written assignment and power
of attorney properly executed, with necessary transfer stamps
affixed, and with such proof of the authenticity of signature as
the directors or the transfer agent of the corporation may
reasonably require. Except as may be otherwise required by law, by
the articles of organization or by these by-laws, the corporation
shall be entitled to treat the record holder of stock as shown on
its books as the owner of such stock for all purposes, including
the payment of dividends and the right to receive notice and to
vote with respect thereto, regardless of any transfer, pledge or
other disposition of such stock until the shares have been
transferred on the books of the corporation in accordance with the
requirements of these by-laws.
It shall be the duty of each stockholder to notify the
corporation of his post office address.
8.2 Record Date and Closing Transfer Books. The directors may
fix in advance a time, which shall not be more than sixty days
before the date of any meeting of stockholders or the date for the
payment of any dividend or making of any distribution to
stockholders or the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the
record date for determining the stockholders having the right to
notice of and to vote at such meeting and any adjournment thereof
or the right to receive such dividend or distribution or the right
to give such consent or dissent, and in such case only stockholders
of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the
corporation after the record date; or without fixing such record
date the directors may for any such purposes close the transfer
books for all or any part of such period.
SECTION 9.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall, to the extent legally permissible,
indemnify each of its directors and officers (including persons who
serve at its request as directors, officers or trustees of another
organization or who serve at its request in any capacity with
respect to any employee benefit plan) against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees, reasonably
incurred by him in connection with the defense or disposition of
any action, suit or other proceeding, whether civil or criminal, in
which he may be involved or with which he may be threatened, while
in office or thereafter, by reason of his being or having been such
a director or officer, except with respect to any matter as to
which he shall have been adjudicated in any proceeding not to have
acted in good faith in the reasonable belief that his action was in
the best interests of the corporation or, to the extent that such
matter related to service with respect to any employee benefit
plan, in the best interests of the participants or beneficiaries of
such employee benefit plan: provided, however, that as to any
matter disposed of by a compromise payment by such director or
officer, pursuant to a consent decree or otherwise, no
indemnification either for said payment or for any other expenses
shall be provided unless such compromise shall be approved as in
the best interests of the corporation, after notice that it
involves such indemnification: (a) by a disinterested majority of
the directors then in office; or (b) by a majority of the
disinterested directors then in office, provided that there has
been obtained an opinion in writing of independent legal counsel to
the effect that such director or officer appears to have acted in
good faith in the reasonable belief that his action was in the best
interests of the corporatiOn; or (c) by the holders of a majority
of the outstanding stock at the time entitled to vote for
directors, voting as a single class, exclusive of any stock owned
by any interested director or officer. The right of
indemnification hereby provided shall not be exclusive of or affect
any other rights to which any director or officer may be entitled.
As used in this Section, the terms "director" and "officer" include
their respective heirs, executors and administrators, and an
"interested" director or officer is one against whom in such
capacity the proceedings in question or another proceeding on the
same or similar grounds is then pending. Nothing contained in this
Section shall affect any rights to indemnification to which
corporate personnel other than directors and officers may be
entitled by contract or otherwise under law.
Expenses, including but not limited to counsel fees and
disbursements, incurred by any director or officer in defending any
such action, suit or other proceeding may be paid from time to time
by the corporation in advance of the final disposition of such
action, suit or other proceeding upon receipt of an undertaking by
the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under this
section, which undertaking may be accepted without reference to the
financial ability of such person to make repayments.
If in an action, suit or other proceeding brought by or in the
name of the corporation, a director of the corporation is held not
liable for monetary damages whether because that director is
relieved of personal liability under the exculpatory provisions of
Article 6.8 of the Articles of Organization of the corporation or
otherwise, that director shall be deemed to have met the standard
of conduct required for, and consequently shall be entitled to,
indemnification for expenses reasonably incurred in the defense of
such action, suit or other proceeding.
SECTION 10.
CORPORATE SEAL
The seal of the corporation shall, subject to alteration by the
directors, consist of the name of the corporation and the words
"Athol, Mass., U.S.A.", arranged in circular form in the outside
circle of a die, and the words "Corporate Seal" and a
representation of a square, caliper and micrometer gage combined,
in the inside of the circle.
SECTION 11.
EXECUTION OF PAPERS
Except as the directors may generally or in particular cases
authorize the execution thereof in some other manner, all deeds,
leases, transfers, contracts, bonds, notes, checks, drafts and
other obligations made, accepted or endorsed by the corporation
shall be signed by the president or by one of the vice presidents
or by the treasurer.
SECTION 12.
FISCAL YEAR
Except as from time to time otherwise provided by the Board of
Directors, the fiscal year of the corporation shall end on the last
Saturday in June in each year.
SECTION 13.
AMENDMENTS
These by-laws may be altered, amended or repealed at any annual
or special meeting of the stockholders called for the purpose, of
which the notice shall specify the subject matter of the proposed
alteration, amendment or repeal or the sections to be affected
thereby, by vote of the stockholders, or if there shall be two or
more classes or series of stock entitled to vote on the question,
by vote of each such class or series. These by-laws may also be
altered, amended or repealed by vote of the majority of the
directors then in office, except that the directors shall not take
any action which provides for indemnification of directors or
affects the powers of directors or officers to contract with the
corporation, nor any action to amend this Section 13, and except
that the directors shall not take any action unless permitted by
law.
Any by-law so altered, amended or repealed by the directors may
be further altered or amended or reinstated by the stockholders in
the above manner.