EXHIBIT 3(b)
As amended by the Board of Directors as of November 9, 2005
ALBANY INTERNATIONAL CORP.
BY LAWS
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. An annual meeting of the stockholders for the election of
directors and such other business as may properly come before such meeting shall
be held on such date prior to September 1 of each year, and at such place and
time, as shall be designated by the Board of Directors or by such person or
persons as the Board of Directors shall authorize.
SECTION 2. Special meetings of stockholders may be called at any time by a
majority of the whole number of members of the Board of Directors. It shall also
be the duty of the Chairman of the Board, or, if that office is vacant, the
President, to call a special meeting whenever requested in writing to do so by
stockholders holding shares of common stock of the Company entitling such
stockholders to cast a majority of the votes for the election of directors. Any
such request shall state the purpose or purposes for which the meeting is to be
called. No business shall be transacted at a special meeting of stockholders
other than business stated in the notice of such meeting as the purpose or
purposes for which the meeting is called.
SECTION 3. Written notice of each meeting of stockholders shall be given
to each stockholder entitled to vote thereat, stating the place, date and hour
or the meeting, and, in the case of a special meeting, the purpose or purposes
of the meeting. Such notice may be given by mail or by such other means as is
permitted by law.
SECTION 4. At all meetings of stockholders, shares of common stock of the
corporation entitling the holders thereof to cast a majority of the votes for
the election of directors, present in person or by proxy, shall constitute a
quorum.
SECTION 5. At all meetings of stockholders, only such persons shall be
entitled to vote, in person or by proxy, as appear as stockholders on the books
of the corporation on the record date for such meeting. The Board of Directors
may fix a record date for a meeting as permitted by law.
SECTION 6. The Chairman of the Board of Directors shall preside at all
meetings of stockholders. If the Chairman of the Board of Directors is absent or
that office is vacant,
the President shall preside. If the Chairman of the Board of Directors and the
President are absent, or those offices are vacant, the longest serving member of
the Board of Directors present shall preside at the meeting unless otherwise
determined by the Board of Directors.
SECTION 7. Proposals of stockholders, including nominations of persons for
election to the Board of Directors of the corporation, shall not be presented,
considered or voted upon at an annual meeting of stockholders of the
corporation, or at any adjournment thereof, unless (i) notice of the proposal
has been received by mail directed to the Secretary of the corporation at its
principal executive offices at P.O., Box 1907, Albany, New York, 12201 not less
than 100 days nor more than 180 days prior to the anniversary date of the last
preceding annual meeting of stockholders and (ii) the stockholder giving such
notice is a stockholder of record on the date of the giving of such notice and
on the record date for the determination of stockholders entitled to vote at
such annual meeting. Each such notice shall set forth (i) the proposal desired
to be brought before the annual meeting and the reasons for presenting such
proposal at the annual meeting, (ii) the name and address, as they appear on the
corporation's books, of the stockholder making such proposal, (iii) the number
and class of shares owned beneficially or of record by such stockholder, (iv)
any material interest of such stockholder in the proposal and (iv) such other
information with respect to the proposal and such stockholder as is required to
be disclosed in solicitation of proxies to vote upon such proposal, or is
otherwise required, pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended ("the Proxy Rules"). In the case of proposed nominations of
persons for election to the Board of Directors, each such notice shall also (i)
set forth such information with respect to such nominees and the stockholder
proposing the nominations as is required to be disclosed in solicitations of
proxies for election of directors, or is otherwise required, pursuant to the
Proxy Rules and (ii) be accompanied by the written consent of each proposed
nominee to being named in the corporation's proxy statement as a nominee and to
serving as a director if elected and by written confirmation by each such
nominee of the information relating to such nominee contained in the notice.
ARTICLE II
DIRECTORS
SECTION 1. Until changed by the Board of Directors as hereinafter
provided, the number of directors shall be nine. The number of directors may be
changed by the Board of Directors to such number, not less than three, as the
Board of Directors may determine from time to time. No decrease in the number of
directors shall shorten the term of any incumbent director. Each director shall
hold office until the next annual meeting of stockholders, or the delivery of a
consent or consents in lieu thereof, and until his or her successor has been
elected and qualified. No person shall be elected a director of the corporation
after he or she shall have reached the age of 72 years; but any person who
shall, while a director, reach the age of 72 years may continue to serve until
the next
annual meeting, or the delivery of a consent or consents in lieu thereof, and
until his or her successor has been elected and qualified.
SECTION 2. Newly created directorships resulting from an increase in the
number of directors, and vacancies occurring in the Board of Directors for any
reason, may be filled by vote of a majority of the directors then in office,
although less than a quorum exists, or by a sole remaining director.
SECTION 3. The Board of Directors may hold meetings at such times and
places as it may from time to time determine. Special meetings of the Board of
Directors may be called at any time by the Chairman of the Board of Directors,
by the President or by any three directors. Notice of each regular or special
meeting of the Board of Directors, stating the time and place thereof, shall be
given, orally or in writing, personally, by mail, telephone, facsimile or other
electronic means or by any other reasonable method at least 48 hours prior to
such meeting. A director may waive such notice in writing, either before or
after the meeting. Attendance in person at any meeting of the Board of Directors
shall be deemed to constitute waiver of notice by a director.
SECTION 4. The Board of Directors may provide for compensation to, and
expenses of, its members for attendance at meetings of the Board and any
committees or subcommittees thereof. The Board of Directors may also provide for
compensation to, and expenses of, committees of stockholders.
SECTION 5. The Board of Directors may designate one or more committees
consisting of one or more members of the Board of Directors. Such committees
shall have and may exercise all of the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation,
including the power to authorize the seal of the corporation to be affixed to
documents, as the Board of Directors may provide in the resolution establishing
such committee or by other action taken from time to time. To the extent
permitted by applicable law, regulations and rules, a committee may delegate its
responsibilities to a subcommittee comprised of one or more members of the
committee. The Board of Directors 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 or subcommittee, the member or members present at any
meeting and not disqualified from voting, whether or not such member or members
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. No committee or subcommittee shall have power or authority to (i)
approve, adopt or recommend to the stockholders any action or matter expressly
required by the Delaware General Corporation Law to be submitted to the
stockholders for approval or (ii) amend the By Laws of the corporation.
SECTION 6. Any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee or subcommittee thereof may be taken
without a meeting if all of the members of the Board or such committee or
subcommittee consent
thereto in writing, and the writing or writings are filed with the minutes of
the Board or Committee.
SECTION 7. Members of the Board of Directors, or any committee or
subcommittee, may participate in a meeting of the Board, committee or
subcommittee by means of conference telephone or similar communications
equipment that permits all persons participating in the meeting to hear each
other participant, and participation in a meeting in such manner shall
constitute presence in person at the meeting.
SECTION 8. The Board of Directors shall elect a Chairman, who shall
preside at all meetings of the Board of Directors. If the Chairman of the Board
is absent or that office is vacant, the President shall preside. If the Chairman
of the Board and the President are absent, or those offices are vacant, the
longest serving member of the Board of Directors present shall preside at the
meeting unless otherwise determined by the Board of Directors.
ARTICLE III
CORPORATE OFFICERS
The Board of Directors may elect or appoint a President, one or more Vice
Presidents, a Secretary and a Treasurer and such other corporate officers as the
Board of Directors may from time to time determine. Any two or more offices may
be held by the same person. Each officer shall have such authority, and perform
such duties, as usually devolve upon his or her office or as may otherwise be
determined from time to time by the Board of Directors or provided for in the By
Laws of the corporation.
ARTICLE IV
INDEMNIFICATION
SECTION 1. The corporation shall indemnify any person who is a party, or
is threatened to be made a party, or who is called or threatened to be called to
give testimony (whether during pre-trial discovery, at trial or otherwise) in
connection with any threatened, pending or completed action, suit or proceeding
of any kind, whether civil, criminal or investigative, including an action by or
in the right of the corporation, by reason of the fact that such person is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against costs, expenses (including attorneys fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding if (i) such person acted in
good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the corporation, (ii) such person did not
personally gain, as a result of the acts or omissions to which such action, suit
or proceeding relates, a financial profit or other financial
advantage to which such person was not legally entitled and, (iii) with respect
to any criminal action or proceeding, such person had no reasonable cause to
believe his or her conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not meet the standards of conduct set forth in the preceding
sentence.
SECTION 2. Any person entitled to indemnification under Section 1 of this
Article IV shall, upon delivery to the corporation of the undertaking described
in the following sentence, be entitled to require the corporation to pay, in
advance of the final disposition of any action, suit or proceeding in respect of
which indemnification is required hereunder, the costs and expenses (including
attorneys fees) reasonably incurred by such person from time to time in
connection with such action, suit or proceeding. The undertaking referred to
above shall be a valid, written agreement of such person to repay all amounts
paid to such person by the corporation pursuant to the preceding sentence if it
shall ultimately be determined that such person is not entitled to
indemnification by the corporation under this Article.
SECTION 3. In the event the corporation refuses to indemnify any person
and an action, suit or proceeding is commenced in order to determine whether
such indemnification is required under this Article IV, or in the event of any
action, suit or proceeding to enforce any undertaking referred to in Section 2
of this Article, (i) the corporation, and any other participant in such an
action, suit or proceeding who asserts that such person is not entitled to
indemnification by the corporation under this Article, shall have the burden of
proof to establish that such person is not entitled to indemnification under
this Article, and (ii) if, as a result of such action, suit or proceeding, such
person is held to be entitled to indemnification under this Article, or if the
corporation and all other participants asserting such claim cease to pursue the
claim that such person is not entitled to indemnification, then the corporation
shall, in addition to the indemnification otherwise required under Section 1 of
this Article, indemnify such person against the costs and expenses (including
attorneys fees) reasonably incurred by such person in connection with the
action, suit or proceeding in which such person's right to indemnification was
disputed.
SECTION 4.
(a) The Board of Directors of the corporation may authorize the purchase
and maintenance by the corporation of insurance for the benefit of any person or
persons entitled to indemnification under this Article covering risks of the
kind to which such indemnification relates. Such insurance coverage may exceed
the scope of such indemnification.
(b) If, at any time, any person receives proceeds from an insurance policy
referred to in the preceding subsection (a) on account of any matter with
respect to which such person is entitled to indemnification under this Article,
the indemnification obligations of
the corporation under this Article shall be reduced by the amount of such
proceeds so received.
(c) Upon payment by the corporation of any amount as indemnification under
this Article, the corporation will be subrogated, to the extent of such amount,
to the rights, if any, of the indemnified person under any insurance policy
covering risks of the kind to which indemnification under this Article relates,
and the indemnified person will cooperate to facilitate the corporation's
enforcement of such subrogation rights.
SECTION 5. Indemnification rights provided under this Article IV shall be
deemed to be contract rights. No modification or termination of any provision of
this Article or of the rights provided hereunder shall diminish or change any
right of any person to indemnification under this Article with respect to any
action, suit or proceeding which relates to acts or omissions of such person
occurring prior to the time when such person receives written notice that such
modification or termination has occurred.
SECTION 6. The Board of Directors of the corporation may authorize the
execution and delivery by the corporation of agreements with persons who are or
who become beneficiaries of the indemnification rights provided under this
Article, such agreements to contain provisions substantially in accordance with
the provisions of this Article.
SECTION 7. The rights of indemnification provided in this Article IV are
not intended to be exclusive of any other rights of indemnification to which any
person may be or become entitled, whether by reason of law, contract, action by
the Board of Directors or otherwise.
SECTION 8. For purposes of this Article IV: references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonable believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" for purposes of
this Article.
SECTION 9. The rights of indemnification provided in this Article IV
(including, without limitation, rights to advancement of costs and expenses)
shall continue as to a person who has ceased to be a director, officer, employee
or agent of the corporation with respect to acts or omissions occurring while
such person was a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person with respect
to such acts or omissions.
ARTICLE V
AMENDMENT OF BY LAWS
SECTION 1. These By Laws may be amended at any time, and from time to
time, by the Board of Directors or by the stockholders of the corporation.