MASSIE TOOL, MOLD & DIE, INC.
BY-LAWS
ARTICLE I
Meetings of Shareholders
1.1 Places of Meetings. All meetings of the shareholders shall be held at
such place, either within or without the State of Florida, as may, from time to
time, be fixed by the Board of Directors.
1.2 Annual Meetings. The annual meeting of the shareholders, for the
election of Directors and transaction of such other business as may come before
the meeting, shall be held in each year on or before April 30, or on such other
date as the Board of Directors of the Corporation may designate from time to
time.
1.3 Special Meetings. Special meetings of shareholders for any purpose or
purposes may be called at any time by the President of the Corporation, by a
majority of the Board of Directors or by a vote of the shareholders together
holding at least a majority of the authorizing shares of voting capital stock.
At a special meeting no business shall be transacted and no corporate action
shall be taken other than that stated in the notice of the meeting.
1.4 Notice of Meetings. Except as otherwise required by law, written or
printed notice stating the place, day and hour of every meeting of the
shareholders and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be mailed not less than ten nor more than
sixty days before the date of the meeting to each shareholder of record entitled
to vote at such meeting at his address that appears in the share transfer books
of the Corporation. Meetings may be held without notice if all the shareholders
entitled to vote at the meeting are present in person or by proxy or if notice
is waived in writing by those not present, either before or after the meeting.
1.5 Quorum. Except as otherwise required by the Articles of Incorporation,
any number of shareholders together holding at least a majority of the
outstanding shares of capital stock entitled to vote with respect to the
business to be transacted, who shall be present in person or represented by
proxy at any meeting duly called, shall constitute a quorum for the transaction
of business. If less than a quorum shall be in attendance at the time for which
a meeting shall have been called, the meeting may be adjourned from time to time
by a majority of the shareholders present or represented by proxy without notice
other than by announcement at the meeting.
1.6 Voting. At any meeting of the shareholders, each shareholder of a class
entitled to vote on the matters coming before the meeting shall have one vote,
in person or by proxy,
for each share of capital stock standing in his or her name on the books of the
Corporation at the time of such meeting or on any date fixed by the Board of
Directors not more than seventy days prior to the meeting. Every proxy shall be
in writing, dated and signed by the shareholder entitled to vote or his duly
authorized attorney-in-fact.
1.7 Action Without Meeting. Any action required or permitted to be taken at
a shareholders' meeting may be taken without a meeting and without action by the
Board of Directors if the action is taken by all of the shareholders entitled to
vote on the action. The action shall be evidenced by one or more written
consents describing the action taken, signed by all of the shareholders entitled
to vote on the action, and delivered to the secretary of the Corporation for
inclusion in the minutes for filing with the corporate records.
ARTICLE II
Directors
2.1 General Powers. The property, affairs and business of the Corporation
shall be managed under the direction of the Board of Directors, and except as
otherwise expressly provided by law, the Articles of Incorporation or these
By-laws, all of the powers of the Corporation shall be vested in such Board.
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2.2 Number of Directors. The number of Directors shall be three (3) in
number.
2.3 Election of Directors.
(a) Directors shall be elected at the annual meeting of shareholders to
succeed those Directors whose terms have expired and to fill any vacancies thus
existing.
(b) Directors shall hold their offices for terms of one year and until
their successors are elected. Any Director may be removed from office at a
meeting called expressly for that purpose by the vote of shareholders holding
not less than a majority of the shares entitled to vote at an election of
Directors.
(c) Any vacancy occurring in the Board of Directors may be filled by the
affirmative vote of the majority of the remaining Directors though less than a
quorum of the Board of Directors.
(d) A majority of the number of Directors fixed by these By-laws shall
constitute a quorum for the transaction of business. The act of a majority of
the Directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
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2.4 Meetings of Directors. Meetings of the Board of Directors shall be held
at places within or without the State of Florida and at times fixed by
resolution of the Board, or upon call of the President, and the Secretary or
officer performing the Secretary's duties shall give not less than twenty-four
hours' notice by letter, telegraph or telephone (or in person) of all meetings
of the Directors, provided that notice need not be given of regular meetings
held at times and places fixed by resolution of the Board. An annual meeting of
the Board of Directors shall be held as soon as practicable after the
adjournment of the annual meeting of shareholders. Meetings may be held at any
time without notice if all of the Directors are present, or if those not present
waive notice in writing either before or after the meeting. Directors may be
allowed, by resolution of the Board, a reasonable fee and expenses for
attendance at meetings.
2.5 Action Without Meeting. Any action required or permitted to be taken at
a Board of Directors meeting may be taken without a meeting if the action is
taken by all of the members of the Board of Directors. The action shall be
evidenced by one or more written consents stating the action taken, signed by
each Director either before or after the action taken, and included in the
minutes or filed with the corporate records reflecting the action taken. Any
such consent has the effect of
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a meeting vote and may be described as such in any document of the Corporation.
ARTICLE III
Committees
3.1 Committees. The Board of Directors, by resolution duly adopted, may
establish such committees of the Board having limited authority in the
management of the affairs of the Corporation as it may deem advisable and the
members, terms and authority of such committees shall be as set forth in the
resolutions establishing the same.
3.2 Meetings. Regular and special meetings of any Committee established
pursuant to this Article may be called and held subject to the same requirements
with respect to time, place and notice as are specified in these By-laws for
regular and special meetings of the Board of Directors.
3.3 Quorum and Manner of Acting. A majority of the members of any Committee
serving at the time of any meeting thereof shall constitute a quorum for the
transaction of business at such meeting. The action of a majority of those
members present at a Committee meeting at which a quorum is present shall
constitute the act of the Committee.
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3.4 Term of Office. Members of any Committee shall be elected as provided
above and shall hold office until their successors are elected by the Board of
Directors or until such Committee is dissolved by the Board of Directors.
3.5 Resignation and Removal. Any member of a Committee may resign at any
time by giving written notice of his intention to do so to the President or the
Secretary of the Corporation, or may be removed, with or without cause, at any
time by such vote of the Board of Directors as would suffice for his election.
3.6 Vacancies. Any vacancy occurring in a Committee resulting from any
cause whatsoever may be filled by a majority of the number of Directors fixed by
these By-laws.
ARTICLE IV
Officers
4.1 Election. The officers of the Corporation shall consist of a President,
one or more Vice Presidents (any one or more of whom may be designated as
Executive Vice Presidents or Senior Vice Presidents), a Secretary and a
Treasurer. In addition, such other officers as are provided in section 4.3 of
this Article may from time to time be elected by the Board of Directors. All
officers shall hold office until the next annual meeting of the Board of
Directors or until their successors are elected. Any two officers may be
combined in the same person as
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the Board of Directors may determine, except that the President and Secretary
may not be the same person.
4.2 Removal of Officers; Vacancies. Any officer of the Corporation may be
removed summarily with or without cause, at any time by a resolution passed at
any meeting by affirmative vote of a majority of the number of Directors fixed
by these By-laws. Vacancies may be filled at any meeting of the Board of
Directors.
4.3 Other Officers. Other officers may from time to time be elected by the
Board, including, without limitations, one or more Assistant Secretaries and
Assistant Treasurers.
4.4 Duties. The officers of the Corporation shall have such duties as
generally pertain to their offices, respectively, as well as such powers and
duties as are hereinafter provided and as from time to time shall be conferred
by the Board of Directors. The Board of Directors may require any officer to
give such bond for the faithful performance of his duties as the Board may see
fit.
4.5 Duties of the President. The President shall be the chief executive and
administrative officer of the Corporation and shall have direct supervision over
the business of the Corporation and its several officers, subject to the Board
of
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Directors. The President may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments, except in cases where
the signing and the execution thereof shall be expressly delegated by the Board
of Directors or by these By-laws to some other officer or agent of the
Corporation or shall be required by law otherwise to be signed or executed. He
may appoint advisory committees as provided in Article III. In addition, he
shall perform all duties incident to the office of the President and such other
duties as from time to time may be assigned to him by the Board of Directors.
4.6 Duties of the Vice Presidents. Each Vice President of the Corporation
(including any Executive Vice President and Senior Vice President) shall have
powers and duties as may from time to time be assigned to him by the Board of
Directors or the President. When there shall be more than one Vice President of
the Corporation, the Board of Directors may from time to time designate one of
them to perform the duties of the President in the absence of the President. Any
Vice President of the Corporation may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts and other instruments, except in
cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these By-laws to some other officer or agent of the
Corporation or shall be required by law otherwise to be signed or executed.
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4.7 Duties of the Treasurer. The Treasurer shall have charge and custody of
and be responsible for all funds and securities of the Corporation, and shall
cause all such funds and securities to be deposited in such banks and
depositories as the Board of Directors from time to time may direct. He shall
maintain adequate accounts and records of all assets, liabilities and
transactions of the Corporation in accordance with generally accepted accounting
practices; shall exhibit his accounts and records to any of the Directors of the
Corporation at any time upon request at the office of the Corporation; shall
render such statements of his accounts and records and such other statements to
the Board of Directors and officers as often and in such manner as they shall
require; and shall make and file (or supervise the making and filing of) all tax
returns required by law. He shall in general perform all duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board of Directors or the President.
4.8 Duties of the Secretary. The Secretary shall act as a secretary of all
meetings of the Board of Directors and all other Committees of the Board, and
the shareholders of the Corporation, and shall keep the minutes thereof in the
proper book or books to be provided for that purpose. He shall see that all
notices required to be given by the Corporation are duly given and served; shall
have custody of the seal of the Corporation and
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shall affix the seal or cause it to be affixed to all certificates for stock of
the Corporation and to all documents the execution of which on behalf of the
Corporation under its corporate seal is duly authorized in accordance with the
provisions of these By-laws; shall have custody of all deeds, leases, contracts
and other important corporate documents; shall have charge of the books, records
and papers of the Corporation relating to its organization and management as a
Corporation; shall see that the reports, statements and other documents required
by law (except tax returns) are properly filed; and shall, in general, perform
all the duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him by the Board of Directors or the President.
4.9 Other Duties of Officers. Any officer of the Corporation shall have, in
addition to the duties prescribed herein or by law, such other duties as from
time to time shall be prescribed by the Board of Directors or the President.
ARTICLE V
Capital Stock
5.1 Certificates. The shares of capital stock of the Corporation shall be
evidenced by certificates in forms prescribed by the Board of Directors and
executed in any manner permitted by law and stating thereon the information
required by law. Transfer agents and/or registrars for one or more classes
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of shares of the Corporation may be appointed by the Board of Directors and may
be required to countersign certificates representing shares of such class or
classes. If any officer whose signature or facsimile thereof shall have been
used on a share certificate shall for any reason cease to be an officer of the
Corporation and such certificate shall not then have been delivered by the
Corporation, the Board of Directors may nevertheless adopt such certificate and
it may then be issued and delivered as though such person had not ceased to be
an officer of the Corporation.
5.2 Lost, Destroyed and Mutilated Certificates. Holders of the shares of
the Corporation shall immediately notify the Corporation of any loss,
destruction or mutilation of the certificate therefor, and the Board of
Directors, may, in its discretion, cause one or more new certificates for the
same number of shares in the aggregate to be issued to such shareholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.
5.3 Transfer of Shares. The shares of the Corporation shall be transferable
or assignable only on the books of the Corporation by the holders in person or
by attorney on surrender of the certificate for such shares duly endorsed and,
if sought
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to be transferred by attorney, accompanied by a written power of attorney to
have the same transferred on the books of the Corporation. The Corporation will
recognize the exclusive right of the person registered on its books as the owner
of shares to receive dividends and to vote as such owner.
5.4 Fixing Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of the shareholders or any
adjournment thereof, or entitled to receive payment for any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
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ARTICLE VI
Miscellaneous Provisions
6.1 Seal. The seal of the Corporation shall consist of a flat-face circular
die, of which there may be any number of counterparts, with the name of the
Corporation cut or engraved thereon.
6.2 Fiscal Year. The fiscal year of the Corporation shall end on December
31st of each year, and shall consist of such accounting periods as may be
recommended by the Treasurer and approved by the Board of Directors.
6.3 Books and Records. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
shareholders and Board of Directors; and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or registrar
a record of its shareholders, giving the names and addresses of all
shareholders, and the number, class and series of the shares being held.
6.4 Checks, Notes and Drafts. Checks, notes, drafts and other orders for
the payment of money shall be signed by such persons as the Board of Directors
from time to time may authorize. When the Board of Directors so authorizes,
however, the signature of any such person may be a facsimile.
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6.5 Amendment of By-laws. These By-laws may be amended or altered at any
meeting of the Board of Directors by affirmative vote of a majority of the
number of Directors fixed by these By-laws. The shareholders entitled to vote in
respect of the election of Directors, however, shall have the power, by majority
vote of the outstanding shares of the Corporation, to rescind, alter, amend or
repeal any By-laws and to enact By-laws which, if expressly so provided, may not
be amended, altered or repealed by the Board of Directors.
6.6 Voting of Shares Held. Unless otherwise provided by resolution of the
Board of Directors, the President shall from time to time appoint an attorney or
attorneys or agent or agents of this Corporation, in the name and on behalf of
this Corporation, to cast the vote which this Corporation may be entitled to
cast as a shareholder or otherwise in any other corporation, any of whose stock
or securities may be held in this Corporation, at meetings of the holders of the
shares or other securities of such other corporation, or to consent in writing
to any action by any such other corporation, and shall instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent and may execute or cause to be executed on behalf of this Corporation
and under its corporate seal or otherwise, such written proxies, consents,
waivers or other instruments as may be necessary or proper in the premises; or,
in lieu of such appointment, the President may attend in
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person any meetings of the holders of shares or other securities of any such
other corporation and there vote or exercise any or all power of this
Corporation as the holder of such shares or other securities of such other
corporation.
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