.
.
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EXHIBIT 3.2.13
SANMINA ENCLOSURE SYSTEMS USA INC.
(A NORTH CAROLINA CORPORATION)
INDEX OF BYLAWS
PAGE
----
ARTICLE I. OFFICES................................................................................................... 1
Section 1.1. Principal Office........................................................................... 1
Section 1.2. Registered Office.......................................................................... 1
Section 1.3. Other Offices.............................................................................. 1
ARTICLE II. MEETINGS OF SHAREHOLDERS................................................................................. 1
Section 2.1. Place of Meetings.......................................................................... 1
Section 2.2. Annual Meetings............................................................................ 1
Section 2.3. Substitute Annual Meeting.................................................................. 1
Section 2.4. Special Meeting............................................................................ 1
Section 2.5. Notice of Meetings......................................................................... 1
Section 2.6. Waiver of Notice........................................................................... 2
Section 2.7. Shareholders' List......................................................................... 2
Section 2.8. Voting Group............................................................................... 3
Section 2.9. Quorum..................................................................................... 3
Section 2.10. Proxies.................................................................................... 3
Section 2.11. Voting of Shares........................................................................... 3
Section 2.12. Informal Action by Shareholders............................................................ 4
ARTICLE III. BOARD OF DIRECTORS...................................................................................... 4
Section 3.1. General Powers............................................................................. 4
Section 3.2. Number and Qualifications.................................................................. 4
Section 3.3. Election of Directors...................................................................... 4
Section 3.4. Term of Directors.......................................................................... 4
Section 3.5. Removal.................................................................................... 4
Section 3.6. Vacancies.................................................................................. 4
Section 3.7. Chairman of Board.......................................................................... 5
Section 3.8. Compensation............................................................................... 5
ARTICLE IV. MEETINGS OF DIRECTORS.................................................................................... 5
Section 4.1. Regular Meetings........................................................................... 5
Section 4.2. Special Meetings........................................................................... 5
Section 4.3. Notice of Meetings......................................................................... 5
Section 4.4. Waiver of Notice........................................................................... 5
Section 4.5. Quorum..................................................................................... 5
Section 4.6. Manner of Acting........................................................................... 6
Section 4.7. Presumption of Assent...................................................................... 6
INDEX OF BYLAWS
(Continued)
PAGE
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Section 4.8. Action Without Meeting..................................................................... 6
Section 4.9. Committees of the Board.................................................................... 6
ARTICLE V. OFFICERS.................................................................................................. 6
Section 5.1. Officers of the Corporation................................................................ 6
Section 5.2. Appointment and Term....................................................................... 7
Section 5.3. Compensation of Officers................................................................... 7
Section 5.4. Removal.................................................................................... 7
Section 5.5. Resignation................................................................................ 7
Section 5.6. Bonds...................................................................................... 7
Section 5.7. President.................................................................................. 7
Section 5.8. Vice Presidents............................................................................ 7
Section 5.9. Secretary.................................................................................. 8
Section 5.10. Assistant Secretaries...................................................................... 8
Section 5.11. Treasurer.................................................................................. 8
Section 5.12. Assistant Treasurers....................................................................... 8
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS.................................................................... 9
Section 6.1. Contracts.................................................................................. 9
Section 6.2. Loans...................................................................................... 9
Section 6.3. Checks and Drafts.......................................................................... 9
Section 6.4. Deposits................................................................................... 9
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER.............................................................. 9
Section 7.1. Certificates for Shares.................................................................... 9
Section 7.2. Share Transfer Records..................................................................... 9
Section 7.3. Lost Certificate........................................................................... 10
Section 7.4. Fixing Record Date......................................................................... 10
Section 7.5. Holder of Record........................................................................... 10
Section 7.6. Shares Held by Nominees.................................................................... 10
ARTICLE VIII. INDEMNIFICATION........................................................................................ 11
Section 8.1. Right to Indemnification................................................................... 11
Section 8.2. Payment of Indemnification................................................................. 11
Section 8.3. Binding and Nonexclusive................................................................... 12
ARTICLE IX. GENERAL PROVISIONS....................................................................................... 12
Section 9.1. Distributions.............................................................................. 12
Section 9.2. Seal....................................................................................... 12
Section 9.3. Fiscal Year................................................................................ 12
Section 9.4. Amendments................................................................................. 12
Section 9.5. Definitions................................................................................ 12
-ii-
BYLAWS
OF
SANMINA ENCLOSURE SYSTEMS USA INC.
ARTICLE I.
OFFICES
SECTION 1.1. PRINCIPAL OFFICE. The principal office of the corporation
shall be located at such place as the Board of Directors may fix from time to
time.
SECTION 1.2. REGISTERED OFFICE. The registered office of the corporation
required by law to be maintained in the State of North Carolina may be, but need
not be, identical with the principal office.
SECTION 1.3. OTHER OFFICES. The corporation may have offices at such other
places, either within or without the State of North Carolina, as the Board of
Directors may designate or as the affairs of the corporation may require from
time to time.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 2.1. PLACE OF MEETINGS. All meetings of shareholders shall be held
at the principal office of. the corporation, or at such other place, either
within or without the State of North Carolina, as shall be designated in the
notice of the meeting or agreed upon by a majority of the shareholders entitled
to vote at the meeting.
SECTION 2.2. ANNUAL MEETINGS. The annual meeting of shareholders shall be
held in March of each year on any day (except Saturday, Sunday or a legal
holiday) in that month as determined by the Board of Directors for the purpose
of electing directors of the corporation and for the transaction of such other
business as may be properly brought before the meeting.
SECTION 2.3. SUBSTITUTE ANNUAL MEETING. If the annual meeting shall not be
held on the day designated by these bylaws, a substitute annual meeting may be
called in accordance with the provisions of Section 2.4. A meeting so called
shall be designated and treated for all purposes as the annual meeting.
SECTION 2.4. SPECIAL MEETING. Special meetings of the shareholders may be
called at any time by the President, Secretary or Board of Directors, or by any
shareholder pursuant to the written request of the holders of not less than
one-tenth of all the votes entitled to be cast on any issue proposed to be
considered at the meeting.
SECTION 2.5. NOTICE OF MEETINGS. Written notice stating the date, time and
place of the meeting shall be delivered not less than ten (10) nor more than
sixty (60) days before the date of any shareholders' meeting, either by personal
delivery, or by telegraph, teletype, or other form of wire or
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wireless communication, or by facsimile transmission or by mail or private
carrier, by or at the direction of the Board of Directors, the President, the
Secretary, or other person calling the meeting, to each shareholder of record
entitled to vote at such meeting; provided that such notice must be given to all
shareholders with respect to any meeting at which a merger or share exchange is
to be considered and in such other instances as required by law. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the record of
shareholders of the corporation, with postage thereon prepaid.
In the case of a special meeting, the notice of meeting shall include a
description of the purpose or purposes for which the meeting is called; but, in
the case of an annual or substitute annual meeting, the notice of meeting need
not include a description of the purpose or purposes for which the meeting is
called unless such a statement is required by the provisions of the North
Carolina Business Corporation Act.
When a meeting is adjourned to a different date, time or place, notice
need not be given of the new date, time or place if the new date, time or place
is announced at the meeting before adjournment and if a new * record date is not
fixed for the adjourned meeting; but if a new record date is not fixed for the
adjourned meeting; but if a new record date is fixed for the adjourned meeting
(wl-dch must be done if the new date is more than 120 days after the date of the
original meeting), notice of the adjourned meeting must be given as provided in
this Section to persons who are shareholders as of the new record date.
SECTION 2.6. WAIVER OF NOTICE. Any shareholder may waive notice of any
meeting before or after the meeting. The waiver must be in writing, signed by
the shareholder and delivered to the corporation for inclusion in the minutes or
filing with the corporate records. A shareholder's attendance at a meeting in
person or by proxy (a) waives objection to lack of notice or defective notice of
the meeting, unless the shareholder or his proxy at the beginning of the meeting
objects to holding the meeting or transacting business at the meeting; and (b)
waives objection to consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the meeting notice, unless the
shareholder or his proxy objects to considering the matter before it is voted
upon.
SECTION 2.7. SHAREHOLDERS' LIST. Before each meeting of shareholders, the
Secretary of the corporation shall prepare an alphabetical list of the
shareholders entitled to notice of such meeting. The list shall be arranged by
voting group (and witl-dn each voting group by class or series of shares) and
show the address of and number of shares held by each shareholder. The list
shall be kept on file at the principal office of the corporation, or at a place
identified in the meeting notice in the city where the meeting will be held, for
the period beginning two business days after notice of the meeting is given and
continuing through the meeting, and shall be available for inspection by any
shareholder, personally or by or with his representative, at any time during
regular business hours. The list shall also be available at the meeting and
shall be subject to inspection by any shareholder, personally or by or with his
representative, at any time during the meeting or any adjournment thereof.
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SECTION 2.8. VOTING GROUP. All shares of one or more classes or series that
under the articles of incorporation or the North Carolina Business Corporation
Act are entitled to vote and be counted together collectively on a matter at a
meeting of shareholders constitute a voting group. All shares entitled by the
articles of incorporation or the North Carolina Business Corporation Act to vote
generally on a matter are for that purpose a single voting group. Classes or
series of shares shall not be entitled to vote separately by voting group unless
expressly authorized by the articles of incorporation or specifically required
by law.
SECTION 2.9. QUORUM. Shares entitled to vote as a separate voting group may
take action on a matter at the meeting only if a quorum of that voting group
exists. A majority of the votes entitled to be cast on the matter by the voting
group constitutes a quorum of that voting group for action on that matter.
Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
In the absence of a quorum at the opening of any meeting of
shareholders, such meeting may be adjourned from time to time by the vote of a
majority of the votes cast on the motion to adjourn; and, subject to the
provisions of Section 2.5 at any adjourned meeting any business may be
transacted that might have been transacted at the original meeting if a quorum
exists with respect to the matter proposed.
SECTION 2.10. PROXIES. Shares may be voted either in person or by one or
more proxies authorized by a written appointment of proxy signed by the
shareholder or by the shareholder's duly authorized attorney in fact. An
appointment of a proxy is valid for eleven months from the date of its
execution, unless a different period is expressly provided in the appointment
form.
SECTION 2.11. VOTING OF SHARES. Subject to the provisions of the articles of
incorporation, each outstanding share shall be entitled to one vote on each
matter voted on at a meeting of shareholders.
Except in the election of directors as governed by the provisions of
Section 3.3, if a quorum exists, action on a matter by a voting group is
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless a greater vote is required by law or
the articles of incorporation or these bylaws.
Absent special circumstances, shares of the corporation are not
entitled to vote if they are owned, directly or indirectly, by another
corporation in which the corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation; provided
that this provision does not limit the power of the corporation to vote its own
shares held by it in a fiduciary capacity.
Either the Board or the Chairman of the meeting may appoint one or more
voting inspectors, each of whom shall take an oath to execute his duties
impartially and to the best of his ability. The voting inspectors shall, by
majority vote, resolve all questions regarding voting of shares, including
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the number of shares outstanding the voting power of each, the shares
represented at the meeting, the qualification of voters, the validity of
proxies, the existence of a quorum as to any voting group, and the acceptance,
rejection and tabulation of votes.
SECTION 2.12. INFORMAL ACTION BY SHAREHOLDERS. Any action that is required
or permitted to be taken. at a meeting of the shareholders may be taken without
a meeting if one or more written consents, describing the action so taken, shall
be signed by all of the shareholders who would be entitled to vote upon such
action at a meeting, and delivered to the corporation for inclusion in the
minutes or filing with the corporate records.
ARTICLE III.
BOARD OF DIRECTORS
SECTION 3.1. GENERAL POWERS. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
managed under the direction of, its Board of Directors.
SECTION 3.2. NUMBER AND QUALIFICATIONS. The number of directors
constituting the Board of Directors shall be fixed or changed from time to time,
by the shareholders or the Board of Directors. Directors need not be residents
of the State of North Carolina or shareholders of the corporation.
SECTION 3.3. ELECTION OF DIRECTORS. Except as provided in Section 3.6, the
directors shall be elected at the annual meeting of shareholders. Those persons
who receive the highest number of votes at a meeting at which a quorum is
present shall be deemed to have been elected.
SECTION 3.4. TERM OF DIRECTORS. Each initial director shall hold office
until the first shareholders' meeting at which directors are elected, or until
such director's death, resignation or removal. The term of every other director
shall expire at the next annual shareholders' meeting following the director's
election or upon such director's death resignation or removal. The term of a
director elected to fill a vacancy expires at the next shareholders' meeting at
which directors are elected. A decrease in the number of directors does not
shorten an incumbent director's term. Despite the expiration of a director's
term, such director shall continue to serve until a successor shall be elected
and qualifies or until there is a decrease in the number of directors.
SECTION 3.5. REMOVAL. Any director may be removed at any time with or
without cause by a vote of the shareholders if the number of votes cast to
remove such director exceeds the number of votes cast not to remove him. If a
director is elected by a voting group of shareholders, only the shareholders of
that voting group may participate in the vote to remove him. A director may not
be removed by the shareholders at a meeting unless the notice of the meeting
states that the purpose, or one of the purposes, of the meeting is removal of
the director. If any directors are so removed, new directors may be elected at
the same meeting.
SECTION 3.6. VACANCIES. Any vacancy occurring in the Board of Directors,
including without limitation a vacancy resulting from an increase in the number
of directors or from the failure by the shareholders to elect the full
authorized number of directors, may be filled by the shareholders or by
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the Board of Directors, whichever group shall act first. If the directors
remaining in office do not constitute a quorum, the directors may fill the
vacancy by the affirmative vote of a majority of the remaining directors. If the
vacant office was held by a director elected by a voting group, only the
remaining director or directors elected by that voting group or the holders of
shares of that voting group are entitled to fill the vacancy.
SECTION 3.7. CHAIRMAN OF BOARD. There may be a Chairman of the Board of
Director's elected by the directors from their number at any meeting of the
Board. The Chairman shall preside at all meetings of the Board of Directors and
perform such other duties as may be directed by the Board.
SECTION 3.8. COMPENSATION. The Board of Directors may compensate directors
for their services as such and may provide for the payment or reimbursement of
any or all expenses incurred by them in connection with such services.
ARTICLE IV.
MEETINGS OF DIRECTORS
SECTION 4.1. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held immediately after, and at the same place as, the annual meeting of
shareholders. In addition, the Board of Directors may provide, by resolution,
the time and place, either within or without the State of North Carolina, for
the holding of additional regular meetings.
SECTION 4.2. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, if any, by the
President or by any two directors. Such a meeting may be held either within or
without the State of North Carolina, as fixed by the person or persons calling
the meeting.
SECTION 4.3. NOTICE OF MEETINGS. Regular meetings of the Board of Directors
may be held without notice. The person or persons calling a special meeting of
the Board of Directors shall, at least two days before the meeting, give notice
thereof by any usual means of communication. Such notice need not specify the
purpose for which the meeting is called. Any duly convened regular or special
meeting may be adjourned by the directors to a later time without further
notice.
SECTION 4.4. WAIVER OF NOTICE. Any director may waive notice of any meeting
before or after the meeting. The waiver must be in writing, signed by the
director entitled to the notice and delivered to the corporation for inclusion
in the minutes or filing with the corporate records. A director's attendance at
or participation in a meeting waives any required notice of such meeting unless
the director at the beginning of the meeting, or promptly upon arrival, objects
to holding the meeting or to transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.
SECTION 4.5. QUORUM. Unless the articles of incorporation or these bylaws
provide otherwise, a majority of the number of directors fixed by or pursuant to
these bylaws shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, or if no number is so fixed, a majority of
directors in office immediately before the meeting begins shall constitute a
quorum.
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SECTION 4.6. MANNER OF ACTING. Except as otherwise provided in the articles
of incorporation or these bylaws, including Section 4.9, the affirmative act of
the majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
SECTION 4.7. PRESUMPTION OF ASSENT. A director who is present at a meeting
of the Board of Directors or a committee of the Board of Directors when
corporate action is deemed to have assented to the action taken unless (a) he
objects at the beginning of the meeting, or promptly upon his arrival, to
holding it or to transacting business at the meeting, or (b) his dissent or
abstention from the action taken is entered in the minutes of the meeting, or
(c) he files written notice of his dissent or abstention with the presiding
officer of the meeting before its adjournment or with the corporation
immediately after the adjournment of the meeting. Such right of dissent or
abstention is not available to a director who votes in favor of the action
taken.
SECTION 4.8. ACTION WITHOUT MEETING. Action required or permitted to be
taken at a meeting of the Board of Directors may be taken without a meeting if
the action is taken by all members of the Board. The action must be evidenced by
one or more written consents signed by each director before or after such
action, describing the action taken, and included in the minutes or filed with
the corporate records.
SECTION 4.9. COMMITTEES OF THE BOARD. The Board of Directors may create an
Executive Committee and other committees of the Board and appoint members of the
Board of Directors to serve on them. The creation of a committee of the Board
and appointment of members to it must be approved by the greater of (a) a
majority of the number of directors in office when the action is taken or (b)
the number of directors required to take action pursuant to Section 4.6. Each
committee of the Board must have two or more members and, to the extent
authorized by law and specified by the Board of Directors, shall have and may
exercise all of the authority of the Board of Directors in the management of the
corporation, except that a committee may not (i) authorize distributions; (ii)
approve, or propose to shareholders, action that is required by law to be
approved by shareholders; (iii) fill vacancies on the Board of Directors or on
any of its committees; (iv) amend the articles of incorporation; (v) adopt,
amend or repeal by laws; (vi) approve a plan of merger; (vii) authorize or
approve reacquisition of shares, except according to a formula or method
prescribed by the Board of Directors; or (viii) authorize or approve the
issuance or sale or contract for the sale of shares, or determine the
designation and relative rights, preferences, and limitations of a class or
series of shares, except within limits specifically prescribed by the Board of
Directors. Each committee member serves at the pleasure of the Board of
Directors. The provisions in these bylaws governing meetings, action without
meetings, notice and waiver of notice, and quorum and voting requirements of the
Board of Directors apply to committees of the Board established under this
section.
ARTICLE V.
OFFICERS
SECTION 5.1. OFFICERS OF THE CORPORATION. The officers of the corporation
shall consist of a President, a Secretary, a Treasurer and such Vice Presidents,
Assistant Secretaries, Assistant Treasurers, and other officers as may from time
to time be appointed by or under the authority of the
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Board of Directors. Any two or more offices may be held by the same person, but
no officer may act in more than one capacity where action of two or more
officers is required.
SECTION 5.2. APPOINTMENT AND TERM. The officers of the corporation shall be
appointed by the Board of Directors or by a duly appointed officer authorized by
the Board of Directors to appoint one or more officers or assistant officers.
Each officer shall hold office until his death, resignation, retirement,
removal, disqualification or his successor shall have been elected and
qualified.
SECTION 5.3. COMPENSATION OF OFFICERS. The compensation of all officers of
the corporation shall be fixed by or under the authority of the Board of
Directors and no officer shall serve the corporation in any other capacity
unless such additional compensation be duly authorized. The appointment of an
officer does not itself create contract rights.
SECTION 5.4. REMOVAL. Any officer may be removed by the Board at any time
with or without cause; but such removal shall not itself affect the officer's
contract rights, if any, with the corporation.
SECTION 5.5. RESIGNATION. An officer may resign at any time by
communicating his resignation to the corporation, orally or in writing. A
resignation is effective when communicated unless it specifies in writing a
later effective date. If a resignation is made effective at a later date that is
accepted by the corporation, the Board of Directors may fill the pending vacancy
before the effective date if the Board provides that the successor does not take
office until the effective date. An officer's resignation does not affect the
corporation's contract rights, if any, with the officer.
SECTION 5.6. BONDS. The Board of Directors may by resolution require any
officer, agent, or employee of the corporation to give bond to the corporation,
with sufficient sureties, conditioned on the faithful performance of the duties
of his respective office or position, and to comply with such other conditions
as may from time to time be required by the Board of Directors.
SECTION 5.7. PRESIDENT. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders. He shall sign, with the Secretary, and Assistant Secretary, or
any other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
bylaws to some other officer or agent of the corporation, or shall be required
by law to be -otherwise signed or executed; and in general he shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 5.8. VICE PRESIDENTS. In the absence of the President or in the
event of his death, inability or refusal to act, the Vice Presidents in the
order of their length of service as Vice Presidents, unless otherwise determined
by the Board of Directors, shall perform the duties of the President, and when
so acting shall have all the powers of and be subject to all the restrictions
upon the President. Any
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Vice President may sign, with the Secretary or an Assistant Secretary,
certificates for shares of the corporation; and shall perform such other duties
as from time to time may be assigned to him by the President or Board of
Directors.
SECTION 5.9. SECRETARY. The Secretary shall: (a) keep the minutes of the
meeting of the shareholders, of the Board of Directors and of all Executive
Committees in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these bylaws or as
required by law; (c) be custodian of the corporate records and of the seal of
the corporation and see that the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation under its seal is
duly authorized; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President, or a Vice President, certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the corporation; (g) keep or cause to be kept in the State of North Carolina at
the corporation's registered office or principal place of business a record of
the corporation's shareholders, giving the names and addresses of all
shareholders and the number and class of shares held by each, and prepare or
cause to be prepared voting lists prior to each meeting of shareholders as
required by law; and (h) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
SECTION 5.10. ASSISTANT SECRETARIES. In the absence of the Secretary or in
the event of his death, inability or refusal to act, the Assistant Secretaries
in the order of their length of service as Assistant Secretary, unless otherwise
determined by the Board of Directors, shall perform the duties of the Secretary,
and when so acting shall have the powers of and be subject to all the
restrictions upon the Secretary. They shall perform such other duties as may be
assigned to them by the Secretary, by the President, or by the Board of
Directors. Any Assistant Secretary may sign, with the President or a
Vice-President, certificates for shares of the corporation.
SECTION 5.11. TREASURER. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and, securities of the corporation; receive and
give receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
depositories as shall be selected in accordance with the provisions of Section
6.4 of these bylaws; (b) maintain appropriate accounting records as required by
law; (c) prepare, or cause to be prepared, annual financial statements of the
corporation that include a balance sheet as of the end of the fiscal year and an
income and cash flow statement for that year, which statements, or a written
notice of their availability, shall be mailed to each shareholder within 120
days after the end of such fiscal year; and (d) in general perform all of the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.
SECTION 5.12. ASSISTANT TREASURERS. In the absence of the Treasurer or in
the event of his death, inability or refusal to act, the Assistant Treasurers in
the order of their length of service as such, unless otherwise determined by the
Board of Directors, shall perform the duties of the Treasurer, and
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when so acting shall have all the powers of and be subject to all restrictions
upon the Treasurer. They shall perform such other duties as may be assigned to
them by the Treasurer, by the President, or by the Board of Directors.
ARTICLE VI.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 6.1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
SECTION 6.2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution, of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 6.3. CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, issued in the name of the corporation, shall be signed by such
officer or officers, agent or agents of the corporation and in such manner as
shall from time to time be determined by resolution of the Board of Directors.
SECTION 6.4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
depositories as may be selected by or under the authority of the Board of
Directors.
ARTICLE VII.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 7.1. CERTIFICATES FOR SHARES. The Board of Directors may authorize
the issuance of some or all of the shares of the corporation's classes or series
without issuing certificates to represent such shares. If shares are represented
by certificates, the certificate's shall be in such form as required by law and
as determined by the Board of Directors. Certificates shall be signed, either
manually or in facsimile, by the President or a Vice-President and by the
Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer. All
certificates for shares shall be consecutively numbered or otherwise identified
and entered into the stock transfer books of the corporation. When shares are
represented by certificates, the corporation shall issue and deliver to each
shareholder to whom such shares have been issued or transferred certificates
representing the shares owned by him When shares are not represented by
certificates, then within a reasonable time after the issuance or transfer of
such shares, the corporation shall send the shareholder to whom such shares have
been issued or transferred a written statement of the information required by
law to be on certificates.
SECTION 7.2. SHARE TRANSFER RECORDS. The corporation shall maintain, or
cause one or more stock transfer agents to maintain, share transfer records,
containing the name and address of each shareholder of record and the number and
class or series of shares held by such shareholder. Transfers of shares of the
corporation shall be made only on the share transfer records of the corporation
by the holder of record thereof or by a duly authorized agent, transferee or
legal
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representative and only upon surrender for cancellation of the certificate for
such shares (if the shares are represented by certificates).
SECTION 7.3. LOST CERTIFICATE. The Board of Directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
corporation claimed to have been lost or destroyed, upon receipt of an affidavit
of such fact from the person claiming the certificate of stock to have been lost
or destroyed. When authorizing such issue of a new certificate, the Board of
Directors shall require that the owner of such lost or destroyed certificate, or
his legal representative, give the corporation a bond in such sum and with such
surety or security as the Board may direct as indemnity against any claim that
may be made against the corporation with respect to the certificate claimed to
have been lost or destroyed, except where the Board of Directors by resolution
finds that in the judgment of the directors the circumstances justify omission
of a bond.
SECTION 7.4. FIXING RECORD DATE. The Board of Directors may fix a future
date as the record date for one or more voting groups in order to determine the
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote or to take any other action. Such record date may not be more
than 70 days before the meeting or action requiring a determination of
shareholders. A determination of shareholders entitled to notice of or to vote
at a shareholders meeting is effective for any adjournment of the meeting unless
the Board of Directors fixes a new record date for the adjourned meeting, which
it must do if the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting.
If no record date is fixed by the Board of Directors for the
determination of shareholders entitled to notice of or to vote at a meeting of
shareholders, the close of business on the day before the first notice of the
meeting is delivered to shareholders shall be the record date for such
determination of shareholders.
The Board of Directors may fix a date as the record date for
determining shareholders entitled to a distribution or share dividend. If no
record date is fixed by the Board of Directors for such determination, it is the
date the Board of Directors authorizes the distribution or share dividend.
SECTION 7.5. HOLDER OF RECORD. Except as otherwise required by law, the
corporation may treat the person in whose name the shares stand of record on its
books as the absolute owner of the shares and the person exclusively entitled to
receive notification and distributions, to vote and to otherwise exercise the
rights, powers and privileges of ownership of such shares.
SECTION 7.6. SHARES HELD BY NOMINEES. The corporation shall recognize the
beneficial owner of shares registered in the name of a nominee as the owner and
shareholder of such shares for certain purposes ff the nominee in whose name
such shares are registered files with the Secretary a written certificate in a
form prescribed by the corporation, signed by the nominee, indicating the
following: (i) the name, address and taxpayer identification number of the
nominee, (ii) the name, address and taxpayer identification number of the
beneficial owner, (iii) the number and class or series of shares registered in
the name of the nominee as to which the beneficial owner shall be recognized as
the shareholder, and (iv) the purposes for which the beneficial owner shall be
recognized as the shareholder.
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The purposes for which the corporation shall recognize the beneficial
owner as the shareholder may include the following: (i) receiving notice of,
voting at and otherwise participating in shareholders' meetings; (ii) executing
consents with respect to the shares; (iii) exercising dissenters' rights under
Article 13 of the Business Corporation Act; (iv) receiving distributions and
share dividends with respect to the shares; (v) exercising inspection rights;
(vi) receiving reports, financial statements, proxy statements and other
communications from the corporation; (vii) making any demand upon the
corporation required or permitted by law; and (viii) exercising any other rights
or receiving any other benefits of a shareholder with respect to the shares.
The certificate shall be effective ten business days after its receipt
by the corporation and until it is changed by the nominee, unless the
certificate specifies a later effective time or an earlier termination date.
If the certificate affects less than all of the shares registered in
the name of the nominee, the corporation may require the shares affected by the
certificate to be registered separately on the books of the corporation and to
be represented by a share certificate that bears a conspicuous legend stating
that there is a nominee certificate in effect with respect to the shares
represented by that share certificate.
ARTICLE VIII.
INDEMNIFICATION
SECTION 8.1. RIGHT TO INDEMNIFICATION. Any person who at any time serves or
has served, as a director of the corporation, or who, while serving as a
director of the corporation, serves or has served, at the request of the
corporation, as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
as a trustee or administrator under an employee benefit plan, shall have a right
to be indemnified by the corporation to the fullest extent permitted by law
against (a) reasonable expenses, including attorneys' fees, incurred by him in
connection with any threatened, pending or completed civil, criminal,
administrative, investigative or arbitrative action, suit or proceeding (and any
appeal therein), whether or not brought by or on behalf of the corporation,
seeking to hold him liable by reason of the fact that he is or was acting in
such capacity, and (b) reasonable payments made by him in satisfaction of any
judgment, money decree, fine (including an excise tax assessed with respect to
an employee benefit plan), penalty or settlement for which he may have become
liable in any such action, suit or proceeding.
SECTION 8.2. PAYMENT OF INDEMNIFICATION. The Board of Directors of the
corporation shall take all such action as may be necessary and appropriate to
authorize the corporation to pay the indemnification required by this bylaw,
including, without limitation, making a determination that indemnification is
permissible in the circumstances and a good faith evaluation of the manner in
which the claimant for indemnity acted and of the reasonable amount of indemnity
due him. The Board of Directors may appoint- a committee or special counsel to
make such determination and evaluation. To the extent needed, the Board shall
give notice to, and obtain approval by, the shareholders of the corporation for
any decision to indemnify.
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SECTION 8.3. BINDING AND NONEXCLUSIVE. Any person who at any time after the
adoption of this bylaw serves or has served in the aforesaid capacity for or on
behalf of the corporation shall be deemed to be doing or to have done so in
reliance upon, and as consideration for, the right of indemnification provided
herein. Such right shall inure to the benefit of the legal representatives of
any such person and shall not be exclusive of any other rights to which such
person may be entitled apart from the provision of this bylaw.
ARTICLE IX.
GENERAL PROVISIONS
SECTION 9.1. DISTRIBUTIONS. The Board of Directors may from time to time
authorize, and the corporation may grant, distributions and share dividends to
its shareholders pursuant to law and subject to the provisions of its articles
of incorporation.
SECTION 9.2. SEAL. The corporate seal of the corporation shall consist of
two concentric circles between which is the name of the corporation and in the
center of which is inscribed SEAL, and such seal, as impressed on the margin
hereof, is hereby adopted as the corporate seal of the corporation.
SECTION 9.3. FISCAL YEAR. The fiscal year of the corporation shall be fixed
by the Board of Directors.
SECTION 9.4. AMENDMENTS. Except as otherwise provided in the articles of
incorporation or by law, these bylaws may be amended or repealed and new bylaws
may be adopted by the Board of Directors.
No bylaw adopted, amended or repealed by the shareholders shall be
readopted, amended or repealed by the Board of Directors, unless the articles of
incorporation or a bylaw adopted by the shareholders authorizes the Board of
Directors to adopt, amend or repeal that particular bylaw or the bylaws
generally.
SECTION 9.5. DEFINITIONS. Unless the context otherwise requires, terms used
in these bylaws shall have the meanings assigned to them in the North Carolina
Business Corporation Act to the extent defined therein.
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I, Michael M. Sullivan, the duly elected, qualified and acting
Secretary of __________ Sanmina Enclosure Systems USA Inc., do hereby certify
that the foregoing are the original and duly adopted Bylaws of Sanmina Enclosure
Systems USA Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Corporation this 19th day of December, 2002.
(CORPORATE SEAL) /s/ Michael M. Sullivan
-------------------------------
Michael M. Sullivan, Secretary
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