EXHIBIT 3.8
RESTATED BYLAWS
OF
RARITAN RIVER STEEL COMPANY
Section 1. Annual Meeting. The annual meeting of shareholders
shall be held on such date and hour each year as may be adopted by the board of
directors upon not less than ten nor more than sixty days' written notice of the
time, place and purpose of the meeting, at the principal office of the
corporation, or such other place as shall be specified in the Notice of Meeting
in order to elect directors of the corporation and transact such other business
as shall come before the meeting. If that date is a legal holiday, the meeting
shall be held at the same hour on the next succeeding business day.
Section 2. Special Meetings. Special meetings of the
shareholders may be called for any purpose or purposes by the president or the
board or by any member of the board and shall be called by the president or a
vice-president or the secretary at the written demand of the holders of at least
ten percent (10%) of all the outstanding shares entitled to vote on the actions
proposed to be taken at such meeting, which demand shall state the purpose or
purposes of the proposed meeting. Special meetings shall be called upon written
notice of the time, place and purpose of the meeting given not less than ten nor
more than sixty days prior to the date of the meeting.
Section 3. Waivers of Notice of Shareholder Meetings;
Adjournments. Notice of a meeting of shareholders need not be given to any
shareholder who signs a waiver of such notice, in person or by proxy, whether
before or after the meeting. The attendance of any shareholder at a meeting, in
person or by proxy, without protesting prior to the conclusion of the meeting
the lack of notice of such meeting, shall, constitute a waiver of notice by such
shareholder. When any meeting is adjourned to another time or place, it shall
not be necessary to give notice of the adjourned meeting if the time and place
to which the meeting is adjourned are announced at the meeting at which the
adjournment is taken and at the adjourned meeting only such business is
transacted as might have been transacted at the original meeting.
Section 4. Action Without Shareholder Meeting. Any action
required or permitted to be taken at a meeting of shareholders may be taken
without a meeting if all the shareholders entitled to vote thereon consent
thereto in writing and such written consents are filed with the minutes of
proceedings of shareholders.
Section 5. Board of Directors; General Powers. The business
and affairs of the corporation shall be managed by its board of directors
(herein referred to as the "board").
Section 6. Number and Term of Directors; Regular Meetings. The
number of directors shall be one (1)*. The term of office of the director shall
be from the time of his election and qualification until the annual meeting of
shareholders next succeeding his election and until his successor shall have
been elected and shall have qualified. A regular meeting of the board for the
election of officers and such other business as may come before the meeting
shall be held without notice immediately following the annual meeting of
shareholders at the same place. The board may provide for additional regular
meetings which may be held without notice by resolution adopted at any meeting
of the board.
Section 7. Special Meetings of the Board. Special meetings of
the board for any purpose or purposes may be called at any time by any one of
the directors. Such meetings shall be held upon two days' notice given
personally or by telephone or telegraph, or by four days' notice given by
depositing notice in the mails, postage prepaid. Such notice shall specify the
time and place of the meeting.
Section 8. Waivers of Notice of Board Meetings; Adjournment.
Notice of a meeting of the board need not be given to any director who signs a
waiver of notice whether before or after the meeting, or who attends the meeting
without protesting the lack of notice prior to the conclusion of the meeting.
Neither the business to be transacted at, nor the purpose of, any meeting of the
board need be specified in the notice or waiver of notice of such meeting.
Notice of an adjourned meeting need not be given if the time and place are fixed
at the meeting adjourning and if the period of adjournment does not exceed ten
days in any one adjournment.
Section 9. Action without Meeting. The board or any committee
thereof may act without a meeting if, prior or subsequent to such action, each
member of the board or of each committee shall consent in writing to such
action. Such written consent or consents shall be filed with the minutes of the
corporation.
Section 10 . Quorum of Board of Directors. One director shall
constitute a quorum of the board far the transaction of business unless the
board consists of two directors, in which case two directors shall constitute a
quorum, and unless the board consists of three or more directors, in which case
a majority of the directors shall constitute a quorum.
Section 11. Vacancies in the Board of Directors. Any vacancy
in the board, including a vacancy caused by an increase in the number of
directors may be filled by the affirmative vote of a majority of the remaining
directors, even though less than a quorum of the board, or by a sole remaining
director.
Section 12. Officers. At its regular meeting following the
annual meeting of shareholders, the board shall elect a president, a treasurer,
a secretary, and such other officers as it shall deem necessary. One person may
hold two or more offices but no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is required by law or by
these bylaws to be executed, acknowledged or verified by two or more officers.
The duties and authority of the officers shall be determined from time to time
by the board. Subject to any such determination, the officers shall have the
following duties and authority:
(a) The president shall be chief executive officer of the
corporation. He shall have general charge and supervision over and
responsibility far the affairs of the corporation. He shall preside at all
meetings of the shareholders and at all meetings of the board. Unless otherwise
directed by the board, all other officers shall be subject to the authority and
the supervision of the president. The president may enter into and execute in
the name of the corporation contracts or other instruments not in the regular
course of business which are authorized, either generally or specifically, by
the board. He shall have the general powers and duties of management usually
vested in the office of president of a corporation. The president may delegate
from time to time to any other officer, any or all of the aforesaid duties and
authority.
(b) Vice presidents, if elected, shall have such duties and
possess such authority as may be delegated to them by the president.
(c) The treasurer shall have the custody of the funds and
securities of the corporation and shall keep, or cause to be kept, regular books
of account for the corporation. The treasurer shall perform such other duties
and possess such other authority as are incident to his office or as shall be
assigned by the president or the board.
(d) Assistant treasurers, if elected, shall have such duties
and possess such authority as may be delegated to them by the treasurer.
(e) The secretary shall cause notices of all meetings to be
served as prescribed in these bylaws and shall keep, or cause to be kept, the
minutes of all meetings of the
shareholders and the board. The secretary shall have charge of the seal of the
corporation. He shall perform such other duties and possess such authority as
are incident to his office or as are assigned to him by the president of the
board.
(f) Assistant secretaries, if elected, shall have such duties
and possess such authority as may be delegated to them by the secretary.
Section 13. Amendment to Bylaws. These bylaws may be altered,
amended or repealed by the shareholders or by the board. Any bylaw adopted,
amended or repealed by the shareholders may be amended or repealed by the board,
unless the resolution of the shareholders adopting such bylaw expressly reserves
the right to amend or repeal it to the shareholders.
Section 14. Force and Effect of Bylaws. These by-laws are
subject to the provisions of the New Jersey Business Corporation Act and the
corporation's Certificate of Incorporation as they may be amended from time to
time. If any provision in these bylaws is inconsistent with a provision in that
Act or the Certificate of Incorporation, the provision of the Act or the
Certificate of Incorporation shall govern to the extent of such inconsistency.
Section 15. Loans to Directors. Officers. Employees. The
corporation may lend money to, or guarantee any obligation of, or otherwise
assist, any officer or other employee of the corporation whenever the board
determines that such loan, guarantee, or assistance may reasonably be expected
to benefit the corporation, provided, however, if such officer or employee is
also a director, such loan, guarantee or assistance must be approved by a
majority of the entire board.
Section 16. Indemnification. The corporation shall indemnify
every Corporate Agent, as defined in the New Jersey Business Corporation Act, to
the full extent permitted by that Act.
Section 17. Authorization of Borrowing and Pledging.
(1) The directors of the corporation may, from time to time:
(a) borrow money upon the credit of the corporation by
obtaining loans or advances or by way of overdraft or otherwise;
(b) issue, sell or pledge securities of the corporation,
including bonds, debentures, debenture stock, for such sums on such terms and at
such prices as they may deem expedient;
(c) assign, transfer, convey, hypothecate, mortgage, pledge,
charge or give security in any manner upon all or any of the real or personal,
moveable or immoveable property, rights, powers, chosen in action, or other
assets, present or future, of the corporation to secure any such securities or
other securities of the corporation or any money borrowed or to be borrowed or
any obligations or liabilities as aforesaid or otherwise of the corporation
heretofore, now or hereafter made or incurred directly or indirectly or
otherwise; and
(d) without in any way limiting the powers herein conferred
upon the directors, give security or promises to give security, agreements,
documents and instruments in any manner or form under the Bank Act or otherwise
to secure any money borrowed or to be borrowed or any obligations or liabilities
as aforesaid or otherwise of the Company heretofore, now or hereafter made or
incurred directly or indirectly or otherwise.
(2) Any or all of the foregoing powers may from time to time
be delegated by the directors to any one or more of the directors or officers of
the corporation.
(3) This bylaw shall remain in force and be binding upon the
corporation as regards any person acting on the faith thereof until such person
has received written notification from the Company that this bylaw has been
repealed or replaced.
* * * * * * * * * *
The foregoing Restated Bylaws of Raritan River Steel Company
were duly adopted by the consent of the board of directors and sole shareholder
on the first day of December, 1992.
DATED as of the first day of December, 1992.
William J. Shields J. Graham MacMillan
- ----------------------------- ------------------------------
WILLIAM J. SHIELDS, President J. GRAHAM MacMILLAN, Secretary