EXHIBIT
3(ii)
STANDEX INTERNATIONAL CORPORATION
(A Delaware Corporation)
BY-LAWS
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of
the Corporation shall be 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 the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of
stockholders, for the election of directors and the
transaction of any other business properly brought before the
meeting, shall, unless the Board of Directors shall determine
otherwise, be held at 11:00 a.m. on the last Tuesday of
October in each year, if not a legal holiday under the laws of
the State of Delaware, and if a legal holiday, then on the
next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise
proscribed by statute or by the Certificate of Incorporation,
may be called by the Chief Executive Officer and shall be
called by the Chief Executive Officer or Secretary at the
request in writing of either a majority of the directors or
the holders of a majority of the capital stock of the
Corporation then issued and outstanding and entitled to vote.
Any such request shall state the purpose or purposes of the
proposed meeting. The business transacted at any special
meeting of stockholders shall be limited to the purpose or
purposes stated in the notice of the meeting.
Section 3. Notice of Meetings. Except as otherwise
expressly required by law, notice of each meeting of
stockholders, whether annual or special, shall be given, not
less than ten nor more than sixty days before the date on
which the meeting is to be held, to each stockholder of record
entitled to vote thereat by delivering a notice thereof to him
personally, or by mailing such notice in a postage prepaid
envelope directed to him at his address as it appears on the
books of the Corporation, unless he shall have filed with the
Secretary a written request that notices intended for him be
sent to him at the address designated in such request. Notice
shall be in writing and shall state the time when and the
place where it is to be held. In the case of special
meetings, the notice shall also indicate that it is being
issued by or at the direction of the person or persons calling
the meeting and shall state the purpose or purposes for which
the meeting is called. Notice of any adjourned meeting of
stockholders shall not be required to be given except where
expressly required by law or as required by Section 6 of this
Article II.
Section 4. Place, Date and Time of Meeting. Meetings
of the stockholders of the Corporation shall be held at such
place, date and time as may be fixed by the Board of
Directors. If the Board shall not fix a place for such
meetings, they shall be held at the principal executive
offices of the Corporation in Salem, New Hampshire.
Section 5. List of Stockholders. The officer who has
charge of the stock ledger of the Corporation shall prepare
and make, at least ten 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 of each stockholder and the 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 ten days prior to the meeting,
either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the meeting,
and may be inspected by any stockholder who is present.
Section 6. Quorum; Adjournments. Except as otherwise
provided by statute or by the Certificate of Incorporation,
the holders of a majority of the stock issued and outstanding
and entitled to vote at a meeting of stockholders present in
person or represented by proxy, shall constitute a quorum for
the transaction of business. If however, such quorum shall
not be present at any meeting of stockholders, the
stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting
from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented.
At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might
have been transacted at the meeting as originally notified.
If the adjournment is for more than thirty days or, if after
the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote at the meeting.
Section 7. Voting; Proxies. When a quorum is obtained
at any meeting, the vote of the holders of a majority of the
capital stock having voting power present in person or
represented by proxy shall decide any matters brought before
such meeting, unless the matter is one upon which, by express
provision of law or of the Certificate of Incorporation, a
different vote is required, in which case such express
provision shall govern and control the decision of such
matter. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall, at every meeting of
stockholders, be entitled to one vote for each share of the
capital stock having voting power held by such stockholder and
present in person or represented by proxy at the meeting. No
proxy shall be voted after three years from its date, unless
the proxy provides for a longer period. In each election of
directors, the candidates receiving the highest number of
votes, up to the number of directors to be elected in such
election, shall be elected.
Section 8. Organization of Meetings. At every meeting
of stockholders, the Chairman of the Board, or in the absence
of the Chairman of the Board, the President or in the absence
of both the Chairman of the Board and the President, a Vice
President, or in the absence of the Chairman of the Board, the
President and all the Vice Presidents, a chairman chosen by
the stockholders, shall act as chairman; and the Secretary, or
in his absence, a person appointed by the chairman, shall act
as secretary.
Section 9. Consent of Stockholders in Lieu of Meeting.
Unless otherwise provided in the Certificate of Incorporation,
any action required or permitted to be taken at any annual or
special meeting of stockholders of the Corporation, may be
taken without a meeting, without prior notice and without a
vote, if a consent in writing setting forth the action so
taken shall be signed by the holders of all the outstanding
stock of the Corporation.
ARTICLE III
DIRECTORS
Section 1. Number and Term of Office. The Board of
Directors shall be composed of not less than seven nor more
than fifteen directors, as fixed by the stockholders from time
to time. Notwithstanding anything to the contrary contained in
the next paragraph or elsewhere in these By-Laws, no change in
the number of directors shall result in the removal of any
director prior to the expiration of his term of office or the
reduction of his term of office. The directors shall be
elected at the Annual Meeting of Stockholders, except as
provided in Section 3 of this Article III. Directors need not
be stockholders.
The directors shall be divided into three classes: Class
I, Class II, and Class III. Such classes shall be as nearly
equal in number as possible. The term of office of the Class
I directors shall expire at the Annual Meeting of Stockholders
in 1981; the term of office of the Class II directors shall
expire at the Annual Meeting of Stockholders in 1980; the term
of office of the Class III directors will expire at the Annual
Meeting of Stockholders in 1979; or in each case thereafter
when their respective successors are elected and have
qualified or upon their earlier death, resignation or removal.
At each annual election held after classification and the
initial election of directors according to classes, the
directors chosen to succeed those whose terms then expire
shall be identified as being of the same class as the
directors they succeed and shall be elected for a term
expiring at the third succeeding Annual Meeting of
Stockholders or in each case thereafter when their respective
successors are elected and have qualified or upon their
earlier death, resignation or removal. If the number of
directors is changed, any increase or decrease in directors
shall be apportioned among the classes so as to maintain all
classes as nearly equal in number as possible and any
individual director elected to any such class shall hold
office for a term which shall coincide with the term of such
class.
Section 2. Resignations; Removals. Any director may
resign at any time by giving written notice to the Board of
Directors, to the Chief Executive Officer or to the Secretary.
Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein,
and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
A director may be removed from office only for cause, by vote
of the stockholders or by action of the Board.
Section 3. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the
directors then in office, although less than a quorum, or by a
sole remaining director, and any director so chosen shall hold
office until the next election of the class for which such
director shall have been chosen, and until his successor is
duly elected and qualified or until his earlier death,
resignation or removal. If there are no directors in office,
then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office
shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court
of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent of the total number
of shares at the time outstanding having the right to vote for
such directors, summarily order an election to be held to fill
any such vacancies or newly created directorships, or to
replace the directors chosen by the directors then in office.
Section 4. Power to Manage Business. The business and
affairs of the Corporation shall be managed by, or under the
direction of, its Board of Directors which may exercise all
such powers of the Corporation and do all such lawful acts and
things as are not, by statute or by the Certificate of
Incorporation or by these By-Laws, directed or required to be
exercised or done by the stockholders.
Section 5. Annual Meeting. Immediately after each
annual election of directors, the Board of Directors shall
meet for the purpose of organization, election of officers and
the transaction of other business, at the place where such
election of directors was held. Notice of such meeting need
not be given. In the absence of a quorum at said meeting, the
same may be held at any other time or place which shall be
specified in a notice given as hereinafter provided for
special meetings of the Board of Directors.
Section 6. Regular Meeting. Regular meetings of the
Board of Directors may be held without notice at such time and
place as shall from time to time be determined by standing
resolution of the Board.
Section 7. Special Meetings; Notice. Special meetings
of the Board of Directors may be called by the Chairman of the
Board, by the President, or by two or more of the Directors,
and shall be held at such time and place as shall be given by
mail, telegram, telephone or orally, by or at the direction of
the person or persons authorized to call such meeting, to each
Director, not later than the day before the day on which the
meeting is to be held.
Section 8. Organization of Meetings. At every meeting
of the Board of Directors, the Chairman of the Board, if one
has been selected and is present, or in the absence of the
Chairman of the Board, the Vice Chairman of the Board, or in
the absence of the Chairman of the Board and the Vice Chairman
of the Board, the President, or in the absence of the Chairman
of the Board, the Vice Chairman of the Board and the
President, a chairman chosen by a majority of the Directors
present, shall preside; and the Secretary or, in his absence,
a person appointed by the chairman, shall act as secretary.
Section 9. Quorum; Voting; Adjournments. A majority of
the directors then in office shall constitute a quorum for the
transaction of business and, except as otherwise specifically
provided by law or the Certificate of Incorporation, the vote
of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of
Directors. In the absence of a quorum at any such meeting,
the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 10. Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate
one or more committees, each committee to consist of one or
more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member
at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified
from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such
absent or disqualified member.
Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the
Corporation, and may authorize the seal of the Corporation to
be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to
amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or
substantially all of the property and assets of the
Corporation, recommending to the stockholders a dissolution of
the Corporation or a revocation of a dissolution, or amending
the By-Laws of the Corporation; and unless the resolution or
the Certificate of Incorporation expressly so provides, no
such committee shall have the power or authority to declare a
dividend, to authorize the issuance of stock or to adopt a
certificate of ownership and merger. Such committee or
committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of
Directors. Each committee shall keep regular minutes of its
meetings and report the same to the Board of Directors when
required.
Section 11. Action Without a Meeting. Any action
required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without
a meeting if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the
Board or committee.
Section 12. Participation in Meetings. Members of the
Board of Directors or of any committee thereof may participate
in a meeting of the Board or committee by means of conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
other. Such participation in a meeting shall constitute
presence in person at such meeting.
Section 13. Compensation of Directors. Each director
shall be entitled to receive such compensation, if any, as may
from time to time be fixed by the Board of Directors,
including a fee, if any is so fixed, for each meeting of the
Board or any committee thereof, regular or special, attended
by him. Directors may also be reimbursed by the Corporation
for all reasonable expenses incurred in traveling to and from
the place of each meeting of the Board or any such committee.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation
shall be a Chief Executive Officer, a Chairman of the Board, a
President, a Secretary, a Treasurer, one or more Executive
Vice Presidents, one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers and
such other officers as the Board of Directors may from time to
time determine.
Section 2. Election and Term of Office. The officers
of the Corporation shall be elected by the Board of Directors
at its annual meeting, but the Board may elect officers or
fill vacancies among the officers at any other meeting.
Subject to earlier termination of office, each officer shall
hold office for one year until his successor shall have been
elected and qualified.
Section 3. Resignations. Any officer may resign at any
time by giving written notice to the Board of Directors, to
the Chief Executive Officer or to the Secretary of the
Corporation. Any such resignation shall take effect at the
date of the receipt of such notice or at any later time
specified therein and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make
it effective.
Section 4. Removal. Any officer elected by the Board
of Directors may be removed at any time by the vote of a
majority of the Board of Directors.
Section 5. The Chief Executive Officer. The Chief
Executive Officer of the Corporation shall have general
supervision over the property, business and operations of the
Corporation and over its several officers, subject to the
control of the Board of Directors. The Chief Executive
Officer shall see to it that the votes of the Board are
carried out and, in general, shall perform all duties incident
to the office. The Chief Executive Officer shall preside at
all meetings of the stockholders and, in the absence of the
Chairman of the Board and any Vice Chairman of the Board, at
meetings of the Board of Directors.
Section 6. The Chairman of the Board. The Chairman of
the Board shall preside at all meetings of the Board of
Directors and shall perform such other duties as from time to
time may be assigned to him by the Board of Directors.
Section 7. The President. In the absence or disability
of the Chief Executive Officer or when so directed by the
Chief Executive Officer, the President may perform all the
duties of the Chief Executive Officer and, when so acting,
shall have all the powers of, and be subject to all the
restrictions upon, the Chief Executive Officer. The President
shall perform such other duties as may be assigned to him by
the Chief Executive Officer.
Section 8. The Executive Vice Presidents. In the
absence or disability of the Chief Executive Officer or the
President or when so directed by the Chief Executive Officer
or the President, any Executive Vice President may perform all
the duties of the Chief Executive Officer or the President
and, when so acting, shall have all the powers of, and be
subject to all the restrictions upon, the Chief Executive
Officer or the President. The Executive Vice Presidents shall
perform such other duties as may be assigned to them by the
Board, the Chief Executive Officer or the President.
Section 9. The Vice Presidents. In the absence or
disability of the Chief Executive Officer, the President or
the Executive Vice Presidents, or when so directed by the
Chief Executive Officer, the President or any Executive Vice
President, any Vice President designated by the Board may
perform all of the duties of the Chief Executive Officer, the
President and, when so acting, shall have all the powers of,
and be subject to all the restrictions upon, the Chief
Executive Officer or the President. The Vice Presidents shall
perform such other duties as may be assigned to them by the
Board, the Chief Executive Officer, the President or any
Executive Vice President.
Section 10. The Secretary. The Secretary shall record
all the votes of the stockholders and of the directors and the
minutes of the meetings of stockholders and of the Board of
Directors in a book or books to be kept for that purpose; he
shall see that notices of meetings of stockholders and the
Board are given and that all records and reports are properly
kept and filed by the Corporation as required by law; he shall
be the custodian of the seal of the Corporation and shall see
that it is affixed to all documents to be executed on behalf
of the Corporation under its seal; and, in general, he shall
perform all duties incident to the office of Secretary, and
such other duties as may from time to time be assigned to him
by the Board or the Chief Executive Officer.
Section 11. The Assistant Secretaries. In the absence
or disability of the Secretary or when so directed by the
Secretary, any Assistant Secretary may perform all the duties
of the Secretary, and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the
Secretary. The Assistant Secretaries shall perform such other
duties from time to time as may be assigned to them
by the Board of Directors, the Chief Executive Officer or the
Secretary.
Section 12. The Treasurer. Subject to the provisions of
any contract which may be entered into with any custodian
pursuant to authority granted by the Board of Directors, the
Treasurer shall have charge of all receipts and disbursements
of the Corporation and shall have or provide for the custody
of its funds and securities; he shall have full authority to
receive and give receipts for all money due and payable to the
Corporation, and to endorse checks, drafts and warrants in its
name and on its behalf and to give full discharge for the
same; he shall deposit all funds of the Corporation, except
such as may be required for current use, in such banks or
other places of deposit as the Board of Directors may from
time to time designate; and, in general, he shall perform all
duties incident to the office of Treasurer and such other
duties as may from time to time be assigned to him by the
Board or the Chief Executive Officer.
Section 13. The Assistant Treasurers. In the absence or
disability of the Treasurer or when so directed by the
Treasurer, any Assistant Treasurer may perform all the duties
of the Treasurer, and, when so acting, shall have all the
powers of and be subject to all the restrictions upon, the
Treasurer. The Assistant Treasurers shall perform all such
other duties as from time to time may be assigned to them by
the Board of Directors, the Chief Executive Officer or the
Treasurer.
Section 14. Compensation of Officers. The compensation
of all officers shall be fixed from time to time by the Board
of Directors, or any committee or officer authorized by the
Board so to do. No officer shall be precluded from receiving
such compensation by reason of the fact that he is also a
director of the Corporation.
ARTICLE V
CERTIFICATES OF STOCK; TRANSFERS
Section 1. Stock Certificates. Every holder of stock
in the Corporation shall be entitled to a certificate or
certificates in such form as the Board of Directors shall
prescribe, signed by, or in the name of the Corporation by,
the Chairman of the Board or the President or a Vice President
and the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, certifying the
number of shares owned by him in the Corporation. Any of or
all the signatures on the certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of
issue.
Section 2. Transfers of Stock. Transfers of stock
shall be made only on the books of the Corporation by the
owner thereof or by his attorney thereunto authorized.
Section 3. Closing of Transfer Books. The Board of
Directors may close the stock transfer books of the
Corporation for a period not exceeding sixty days preceding
the date of any meeting of stockholders or the date for
payments of any dividend or other distribution or the date for
the allotment of rights or the date when any change or
conversion or exchange of capital stock shall go into effect
or for a period not exceeding sixty days in connection with
obtaining the consent of stockholders for any purpose. In
lieu of closing the stock transfer books as aforesaid, the
Board of Directors may fix, in advance, a date, which shall
not be more than sixty nor less than ten days before the date
of any meeting of stockholders, nor more than sixty days prior
to any other action, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any
such meeting or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution, to
receive any allotment of rights, to exercise rights in respect
of any change, conversion or exchange of capital stock, or to
give any consent of stockholders for any purpose, and, in such
case, such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled
to notice of, and to vote at, such meeting or any adjournment
thereof, or entitled to receive payment of such dividend or
other distribution, to receive such allotment or rights, to
exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of
the Corporation after any such record date fixed as aforesaid.
Section 4. Registered Stockholders. The Corporation
shall be entitled to recognize, for all purposes, the person
registered on its books as the owner of a share or shares and
shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any
other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of
the State of Delaware.
Section 5. Transfer Agent and Registrar; Regulations.
The Corporation may, if and whenever the Board of Directors so
determines, maintain, in the State of Delaware or any other
state of the United States, one or more transfer offices or
agencies, each in charge of a Transfer Agent designated by the
Board, where the stock of the Corporation shall be
transferable. If the Corporation maintains one or more such
transfer offices or agencies, it also may, if and whenever the
Board of Directors so determines, maintain one or more
registry offices, each in charge of a registrar designated by
the Board, where such stock shall be registered. No
certificates for stock of the Corporation in respect of which
a Transfer Agent shall have been designated shall be valid
unless countersigned by such Transfer Agent, and no
certificates for stock of the Corporation in respect of which
both a Transfer Agent and a Registrar shall have been
designated shall be valid unless countersigned by such
Transfer Agent and registered by such Registrar. The Board
may also make such additional rules and regulations as it may
deem expedient concerning the issue, transfer and registration
of stock certificates.
Section 6. Lost, Destroyed and Mutilated Certificates.
The Board of Directors, by standing resolution or by
resolutions with respect to particular cases, may authorize
the issue of new stock certificates in lieu of stock
certificates lost, destroyed or mutilated, upon such terms and
conditions as the Board may direct.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Dividends. Dividends upon the capital stock
of the Corporation, subject to the provisions of the
Certificate of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property or in
shares of the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation.
Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends
such sum or sums as the directors from time to time, in their
absolute discretion, deem proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall deem conducive
to the interests of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it
was created.
Section 2. Reports to Stockholders. The Board of
Directors shall present at each annual meeting of
stockholders, and at any special meeting of the stockholders,
when called for by vote of the stockholders, a full and clear
statement of the business and condition of the Corporation.
Section 3. Checks and Notes. All checks or demands for
money and notes of the Corporation shall be signed by such
officer or officers or such other person or persons as the
Board of Directors may from time to time designate.
Section 4. Fiscal Year. The fiscal year of the
Corporation shall begin on the first day of July in each year.
Section 5. Seal. The corporate seal shall have
inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal, Delaware". The
seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
Section 6. Waiver of Notice. Whenever notice is
required to be given under any provision of Delaware law or by
the Certificate of Incorporation or By-Laws, a written waiver
thereof, signed by the person entitled to notice, whether
before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting
shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of
objecting at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the
stockholders, directors or members of a committee of directors
need be specified in any written waiver of notice unless so
required by the Certificate of Incorporation.
ARTICLE VII
AMENDMENTS
Except to the extent otherwise provided in the
Certificate of Incorporation, the By-Laws may be altered,
amended, supplemented or repealed by the stockholders or by
the Board of Directors at any regular meeting, or at any
special meeting if notice of such alteration, amendment,
supplement or repeal is contained in the notice of such
special meeting.
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