EXHIBIT 3.8
BY-LAWS
of
ANGUS ELECTRONICS CO.
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, and the name of the registered agent in charge thereof is The
Corporation Trust Company, 100 West Tenth Street, Wilmington, New Castle County,
Delaware.
Section 2. Other Offices. The Corporation may also have
offices at such other places as the Board of Directors may determine from time
to time, or the business of the Corporation may require.
ARTICLE II
Stockholders' Meetings
Section 1. Place of Meetings. All meetings of stockholders for
the election of directors shall be held in the City of New York, State of New
York, at such place therein as the Board of Directors may designate, or at such
other place, city and state as the Board of Directors may
determine. All other meetings of the stockholders shall be held at such place or
places within or without the State of Illinois as may from time to time be fixed
by the Board of Directors and specified in the respective notices or waivers of
notice of such meetings.
Section 2. Annual Meetings. The annual meeting of stockholders
for the election of directors and for the transaction of such other business as
may properly be brought before such meeting shall be held on the last Wednesday
of February in each year or, if that day shall be a legal holiday, on the next
succeeding business day not a legal holiday, at such hour as may be specified in
the notice of such meeting. If the election of such directors shall not be held
on the day designated herein for any such annual meeting, or, if held, shall
result in a failure to elect such directors, the directors shall cause such
meeting to be held as soon thereafter as convenient.
Section 3. Special Meetings. Special Meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be held upon call of the
President or any Vice-President or the Secretary, or the majority of the Board
of Directors, and shall be called at any time by the President or any
Vice-President or the Secretary upon the request of stockholders holding at
least one-fourth of
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the outstanding capital stock entitled to vote at such meeting.
Section 4. Notice. Notice of the time and place of any meeting
of stockholders shall be given by personally delivering or mailing written
notice thereof not less than ten (10) nor than fifty (50) days before such
meeting, but meetings may be held without notice if all stockholders are present
thereat, or if notice is waived by those not present. Notice of special meetings
shall state the object or purposes thereof.
Section 5. Quorum. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall be requisite to, and shall constitute, a quorum at
all meetings of the stockholders for the transaction of business, except as
otherwise provided by statute, by the Certificate of Incorporation or by these
By-laws. If, however, a quorum shall not be present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have the 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 any such adjourned meeting at which
a quorum shall be present or represented any business may be transacted which
might
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have been transacted at the meeting as originally noticed; provided, however,
that if the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, notice of such
adjourned meeting shall be given in accordance with Article II, Section 4 of
these By-laws.
Section 6. Organization. At each meeting of the stockholders,
the Chairman of the Board of Directors, or in his absence the President of the
Corporation, shall act as Chairman of the meeting and preside thereat, and the
Secretary or, in his absence, an Assistant Secretary or such other person whom
the Chairman of the meeting shall appoint for such purposes, shall act as
Secretary of such meeting and record the minutes thereof.
Section 7. Voting. At any meeting of the stockholders every
stockholder having the right to vote shall be entitled to vote in person or by
proxy appointed by an instrument in writing subscribed by such stockholder. Each
stockholder shall have one vote for each share of stock having voting power,
registered in his name on the books of the Corporation. At all meetings of the
stockholders the voting may be viva voce.
Section 8. Judges of Election. In the case of any vote by
ballot, the directors, or in the case of their failure to do so, the meeting,
shall appoint two or more persons to act as judges. The judges so appointed
shall, before
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entering upon the discharge of their duties, be sworn faithfully to execute the
duties as such judges with strict impartiality and according to the best of
their ability, and the oath so taken shall be subscribed by them.
Section 9. Consent of Stockholders. To the extent permitted by
law, whenever the vote of stockholders at a meeting thereof is required or
permitted to be taken in connection with any corporate action by any provision
of law or of the Certificate of Incorporation or of these By-laws, the meeting
and vote of stockholders may be dispensed with, if all of the stockholders who
would have been entitled to vote upon the action if such meeting were held,
shall consent in writing to such corporate action being taken.
ARTICLE III
Directors
Section 1. Powers. Except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws, the property, business and
affairs of the Corporation shall be managed by the Board of Directors.
Section 2. Number and Tenure. The Board of Directors shall be
not less than three (3) nor more than nine (9) in number, as may be fixed from
time to time by the Board of Directors, and the Board of Directors may increase
or decrease the number of Directors at any time within said
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limits, except as otherwise provided by the Certificate of Incorporation of the
Corporation. Each director shall hold office until the next annual election and
until his successor shall have been duly elected and shall have qualified, or
until his prior death, resignation or removal. Directors need not be
stockholders. The original Board of Directors shall consist of three (3)
members.
Section 3. Election of Directors. Except as otherwise provided
by law or by the Certificate of Incorporation, at each meeting of stockholders
for the election of directors at which a quorum shall be present, the persons
receiving a plurality of the votes cast shall be elected directors.
Section 4. Regular Meetings. The Board of Directors shall meet
for the election of officers and for the transaction of any other business as
soon as practicable after the annual meeting of stockholders, at such place as
shall have been previously fixed for that purpose by resolution of the Board.
Other regular meetings of the Board may be held at such times and places as the
Board may from time to time determine. No notice of any such annual or regular
meeting of the Board need be given.
Section 5. Special Meetings. Special Meetings of the Board of
Directors shall be held whenever called by the President, the Secretary or any
two directors. Notice
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of the time and place of any such special meeting of the Board of Directors
shall be served personally upon each director or mailed, telegraphed, or cabled
to his address appearing upon the books of the Corporation at least two (2) days
before the meeting. Notice of such special meetings need not be given to any
director who is present thereat or who shall waive notice thereof in writing.
Section 6. Action by Consent. Except as otherwise restricted
by the Certificate of Incorporation or these By-laws, 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 prior to such action a
written consent thereto is signed by all the members of the Board or of such
committee and such written consent is filed with the minutes of proceedings of
the Board of Directors or of such committee.
Section 7. Place of Meetings. Meetings of the Board of
Directors may be held at such place or places within or without the State of
Delaware as may be fixed by the Board or designated in the notice or waiver of
notice of the meeting.
Section 8. Quorum. A majority of the directors, (but in no
case less than two directors) shall constitute a quorum for the transaction of
business, but if, at any meeting of the Board, there be less than a quorum
present,
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a majority of the directors present may, without further notice, adjourn the
same from time to time until a quorum shall attend. A majority of such quorum
shall decide any questions that may come before the meeting.
Section 9. Resignations. A resignation from the Board of
Directors shall be deemed to take effect upon its receipt by the Corporation
unless otherwise specified therein.
Section 10. Vacancies. Vacancies in the Board of Directors
from any cause, and newly created directorships resulting from any increase in
the authorized number of directors, shall be filled by a majority of the
remaining directors, though less than a quorum, and the directors so chosen
shall hold office until the next annual election and until their successors
shall be duly elected and qualify, unless sooner displaced; provided, however,
that if the directors then in office shall constitute less than a majority of
the whole Board (as constituted immediately prior to any such increase), upon
application of any stockholder or stockholders holding at least ten percent
(10%) of the total number of shares of the capital stock of the Corporation at
the time outstanding having the right to vote for directors, an election to fill
any such vacancy or vacancies or newly created directorships, or to replace the
director or directors chosen by the directors then in office
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as aforesaid may be held as provided in Section 223 of the General Corporation
Law of the State of Delaware.
Section 11. Removal. At any meeting of the directors called
for the purpose, any director may, by resolution adopted by a majority of the
whole Board, be removed from office with or without cause; and at any meeting of
the stockholders called for the purpose at which a quorum shall be present, any
director may, pursuant to a plurality of the number of votes cast by the
stockholders present in person or represented by proxy, be removed from office
with or without cause.
Section 12. Compensation. Directors, as such, shall not
receive any stated compensation for their services; but by resolution of the
Board of Directors a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each meeting thereof. Nothing in this Section shall be
construed to preclude a director from serving the Corporation in any other
capacity and receiving a compensation therefor.
Section 13. Committees. The Board of Directors, from time to
time, by resolution adopted by a majority of the whole Board, may create such
committee or committees of directors, consisting of two or more directors, for
the purpose of advising with the Board in all such matters as the Board shall
deem advisable and with such functions,
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powers and duties as the Board shall prescribe. A majority of all the members of
any such committee may determine its action and fix the time and place of its
meetings, unless the Board shall otherwise provide. Each such committee shall
serve at the pleasure of the Board, which shall have power at any time to change
the members thereof to fill vacancies therein, and to discharge any such
committee, with or without cause.
ARTICLE IV
Officers
Section 1. Officers. The officers of the Corporation shall be
chosen by the directors and shall be a Chairman of the Board, a President, one
or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may
also choose one or more Assistant Secretaries and Assistant Treasurers and such
other subordinate officers as it deems advisable.
Section 2. Election, Term, Vacancies, etc. The officers of the
Corporation shall be chosen by the Board of Directors at the first meeting
thereof following the annual meeting of the stockholders and shall hold office
until their successors are chosen and qualify in their stead. Any officer
elected or appointed by the Board of Directors may be removed at any time with
or without cause by the affirmative vote of a majority of the whole Board of
Directors; such removal, however, shall be without prejudice to the contract
rights
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of the person so removed. Any officer may resign at any time by giving written
notice of his resignation to the Board of Directors or to the President or the
Secretary. Such resignation shall take effect at the time specified therein, or
if no time is so specified, at the time of receipt thereof. If the office of any
officer becomes vacant for any reason, the vacancy shall be filled by the Board
of Directors, in the manner prescribed by these By-laws for the regular election
or appointment to such office.
Section 3. Compensation. The salaries of all officers and
agents of the Corporation shall be fixed by the Board of Directors.
Section 4. Powers. The officers of the Corporation shall have
such powers and duties, except as modified by the Board of Directors, as
generally pertain to their respective offices, as well as such powers and duties
as from time to time shall be conferred by the Board of Directors.
ARTICLE V
Stock
Section 1. Certificates. The certificates of stock of the
Corporation shall be in such form and executed in such manner as may be
prescribed by law and by the Board of Directors and shall be numbered and
entered in the books of the Corporation as they are issued. They shall contain
the
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holder's name and the number of shares represented thereby and shall be signed
by the President or a Vice-President and the Treasurer or an Assistant-Treasurer
or the Secretary or an Assistant-Secretary. If such certificate is countersigned
(1) by a transfer agent other than the Corporation or its employee, or (2) by a
registrar other than the Corporation or its employee, the signatures of the
officers of the Corporation may be facsimilies.
Section 2. Transfer. Upon surrender to the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, cancel
the old certificate and record the transaction upon its books. The Board of
Directors shall have power and authority to make all such rules and regulations
as it may deem expedient concerning the issuance, registration and transfer of
certificates of stock, and may appoint Transfer Agents or Transfer Clerks and
Registrars thereof.
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Section 3. Lost or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
a certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representatives, to make affidavit of the fact of
such loss, to advertise the same in such manner as it shall require and/or to
give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
Section 4. Record Date. The Board of Directors may fix, in
advance, a date, which shall not be more than sixty (60) days nor less than ten
(10) days before the date of any meeting of stockholders or any adjournment
thereof, or the date for payment of any dividend, or the date for any allotment
of rights, or the date when any change, conversion or exchange of capital stock
shall be effected, or the date when stockholders are entitled to express consent
to any action
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or to take any other lawful action, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such meeting or
entitled to receive payment of any such dividend or any such allotment of rights
or to exercise rights with respect to any such change, conversion or exchange of
capital stock, or to express consent or take such other action, and in such case
only stockholders of record on the date so fixed shall be entitled to notice of,
and to vote at, such meeting or to receive payment of such dividend or allotment
of rights, or to exercise such rights or to express consent or take such other
action, notwithstanding any transfer on the books of the Corporation after such
record date.
ARTICLE VI
Notices
Section 1. Manner of Notice. Whenever under the provisions of
the statutes of the State of Delaware or of the Certificate of Incorporation or
of these By-laws notice is required to be given to any director or stockholder,
it shall not be construed to mean personal notice; but such notice may be given
in writing by mail by depositing the same in a post office or letter box in a
postpaid, sealed wrapper, addressed to such director or stockholder at such
address as appears on the books of the Corporation and such notice shall be
deemed to be given at the time when the same shall be thus mailed.
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Section 2. Waiver. Any notice required to be given under these
By-laws may be waived by a writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein.
Section 3. When Notice Unlawful. Whenever any notice is
required to be given by the Certificate of Incorporation or these By-laws to any
person, and communication with such person is then made unlawful by any statute
or by any rule, regulation, order or proclamation issued thereunder, the giving
of such notice to such person shall not be required, and the Corporation shall
be under no duty to apply for a license or permit for the giving of any such
notice.
ARTICLE VII
Depositaries
The Board of Directors is authorized to select such
depositaries as it shall deem proper for the funds of the Corporation. The Board
of Directors shall determine who shall be authorized in the Corporation's behalf
to sign bills, notes, receipts, acceptances, endorsements, checks, releases,
contracts and other documents.
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ARTICLE VIII
Books, Inspection, Etc.
A complete list of stockholders entitled to vote at any
meeting of stockholders, arranged in alphabetical order and showing the address
of each stockholder and the number of shares registered in his name, shall be
prepared and made available for the inspection of stockholders, for any purpose
germane to the meeting, at the place of such meeting, or in such other place
within the city where the meeting is to be held as shall be specified in the
notice of the meeting, for ten days before any such meeting and shall be
produced and kept open at the meeting during the whole time thereof. Unless
authorized by resolution of the Board of Directors, no stockholder shall have
the right to examine the accounts or books of the Corporation (other than the
stock ledger) except as such right may be specifically conferred by the laws of
the State of Delaware or by these By-laws.
ARTICLE IX
Fiscal Year
The Fiscal year of the Corporation shall end on the 31st day
of December in each year, or otherwise, as the Board of Directors may determine.
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ARTICLE X
Seal
The Board of Directors shall provide a suitable seal, having
inscribed thereon the name of the Corporation, the year of incorporation and
such other appropriate legend as may from time to time be determined by the
Board. If deemed advisable by the Board of Directors, a duplicate seal or
duplicate seals may be provided and kept for the necessary purposes of the
Corporation. The seal may be used by causing it or a facsimile thereof to be
impressed, affixed or otherwise reproduced.
ARTICLE XI
Amendments
These By-laws may be altered, repealed or amended at any
regular meeting of the stockholders, or at any special meeting of the
stockholders at which a quorum is present or represented, provided that notice
of the proposed alteration or repeal be contained in the notice of such special
meeting, by the affirmative vote of a majority of the stock entitled to vote at
any such special meeting and present or represented thereat, or by the
affirmative vote of a majority of the Board of Directors at any regular meeting
of the Board, or at any special meeting of the Board, if notice of the proposed
alteration or repeal be contained in the notice of such special meeting.
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