Exhibit 3.10
AMENDED AND RESTATED BYLAWS
OF
CERTIFIED FABRICATORS, INC.
ARTICLE I
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
Certified Fabricators, Inc. (the "Corporation") shall be held either within or
without the State of California, at such place and on such date and time as the
Board of Directors may designate from time to time in the call of the meeting or
in a waiver of notice thereof, on such date as the Board of Directors shall fix
by resolution in each year beginning with the year 1999 for the purpose of
electing directors and for the transaction of such other business as may
properly be brought before the meeting.
SECTION 2. SPECIAL MEETINGS. Special Meetings of the shareholders may be
called by the Board of Directors or by the President, and shall be called by the
President or by the Secretary upon the written request of the holders of record
of at least thirty-five percent (35%) of the shares of stock of the Corporation,
issued and outstanding and entitled to vote, at such times and at such place
either within or without the State of California as may be stated in the call or
in a waiver of notice thereof.
SECTION 3. NOTICE OF MEETINGS. Notice of the time, place and purpose of
every meeting of shareholders shall be delivered personally or mailed not less
than ten days (or, if mailed by third-class mail, not less than thirty days) nor
more than sixty days previous thereto to each shareholder of record entitled to
vote, at such shareholder's post office address appearing upon the records of
the Corporation or at such other address as shall be furnished in writing by him
or her to the Corporation for such purpose. Such further notice shall be given
as may be required by law or by these Bylaws. Any meeting may be held without
notice if all shareholders entitled to vote are present in person or by proxy,
or if notice is waived in writing, either before or after the meeting, by those
not present.
SECTION 4. QUORUM. The holders of record of at least a majority of the
shares of the stock of the Corporation, issued and outstanding and entitled to
vote, present in person or by proxy, shall, except as otherwise provided by law
or by these Bylaws, constitute a quorum at all meetings of the shareholders; if
there be no such quorum, the holders of a majority of such shares so present or
represented may adjourn the meeting from time to time until a quorum shall have
been obtained.
SECTION 5. ORGANIZATION OF MEETINGS. Meetings of the shareholders shall be
presided over by the Chairman of the Board, if there be one, or if the Chairman
of the Board is not present by the President, or if the President is not
present, by a chairman to be chosen at the meeting. The Secretary of the
Corporation, or in the Secretary of the Corporation's absence, an Assistant
Secretary, shall act as Secretary of the meeting, if present.
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SECTION 6. VOTING. At each meeting of shareholders, except as otherwise
provided by statute or the Articles of Incorporation, every holder of record of
stock entitled to vote shall be entitled to one vote in person or by proxy for
each share of such stock standing in his or her name on the records of the
Corporation. Elections of directors shall be determined by a plurality of the
votes cast and, except as otherwise provided by statute, the Articles of
Incorporation, or these Bylaws, all other action shall be determined by a
majority of the votes cast at such meeting. Each proxy to vote shall be in
writing and signed by the shareholder or by such shareholder's duly authorized
attorney.
At all elections of directors, the voting shall be by ballot or in such
other manner as may be determined by the shareholders present in person or by
proxy entitled to vote at such election. With respect to any other matter
presented to the shareholders for their consideration at a meeting, any
shareholder entitled to vote may, on any question, demand a vote by ballot.
A complete list of the shareholders entitled to vote at each such meeting,
arranged in alphabetical order, with the address of each, and the number of
shares registered in the name of each shareholder, shall be prepared by the
Secretary and shall be open to the examination of any shareholder, for any
purpose germane to the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any shareholder who is
present.
SECTION 7. INSPECTORS OF ELECTION. The Board of Directors in advance of any
meeting of shareholders may appoint one or more Inspectors of Election to act at
the meeting or any adjournment thereof. If Inspectors of Election are not so
appointed, the chairman of the meeting may, and on the request of any
shareholder entitled to vote shall, appoint one or more Inspectors of Election.
Each Inspector of Election, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of Inspector of
Election at such meeting with strict impartiality and according to the best of
his or her ability. If appointed, Inspectors of Election shall take charge of
the polls and, when the vote is completed, shall make a certificate of the
result of the vote taken and of such other facts as may be required by law.
SECTION 8. ACTION BY CONSENT. Any action required or permitted to be taken
at any meeting of shareholders may be taken without a meeting, without prior
notice and without a vote, if, prior to such action, a written consent or
consents thereto, setting forth such action, is signed by the holders of record
of shares of the stock of the Corporation, issued and outstanding and entitled
to vote thereon, having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.
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ARTICLE II
DIRECTORS
SECTION 1. NUMBER, QUORUM, TERM, VACANCIES, REMOVAL. The Board of Directors
of the Corporation shall not be less than three persons nor more than five
persons. The number of directors may be changed by a resolution passed by a
majority of the whole Board or by a vote of the holders of record of at least a
majority of the shares of stock of the Corporation, issued and outstanding and
entitled to vote.
A majority of the members of the Board of Directors then holding office
(but not less than one-third of the total number of directors ) shall constitute
a quorum for the transaction of business, but if at any meeting of the Board
there shall be less than a quorum present, a majority of those present may
adjourn the meeting from time to time until a quorum shall have been obtained.
Directors shall hold office until the next annual election and until their
successors shall have been elected and shall have qualified, unless sooner
displaced.
Whenever any vacancy shall have occurred in the Board of Directors, by
reason of death, resignation, or otherwise, other than removal of a director
with or without cause by a vote of the shareholders, it shall be filled by a
majority of the remaining directors, though less than a quorum (except as
otherwise provided by law), or by the shareholders, and the person so chosen
shall hold office until the next annual election and until a successor is duly
elected and has been qualified.
Any one or more of the directors of the Corporation may be removed either
with or without cause at any time by a vote of the holders of record of at least
a majority of the shares of stock of the Corporation, issued and outstanding and
entitled to vote, and thereupon the term of the director or directors who shall
have been so removed shall forthwith terminate and there shall be a vacancy or
vacancies in the Board of Directors, to be filled by a vote of the shareholders
as provided in these Bylaws.
SECTION 2. MEETINGS, NOTICE. Meetings of the Board of Directors shall be
held at such place either within or without the State of California, as may from
time to time be fixed by resolution of the Board, or as may be specified in the
call or in a waiver of notice thereof. Regular meetings of the Board of
Directors shall be held at such times as may from time to time be fixed by
resolution of the Board, and special meetings may be held at any time upon the
call of two directors, the Chairman of the Board, if one be elected, or the
President, by oral, telegraphic or written notice, duly served on or sent or
mailed to each director not less than two days before such meeting. A meeting of
the Board may be held without notice immediately after the annual meeting of
shareholders at the same place at which such meeting was held. Notice need not
be given of regular meetings of the Board. Any meeting may be held without
notice, if all directors are present, or if notice is waived in writing, either
before or after the meeting, by those not present.
SECTION 3. COMMITTEES. The Board of Directors may, in its discretion, by
resolution passed by a majority of the whole Board, designate from among its
members one or more committees which shall consist of two or more directors. The
Board may designate one or more directors as
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alternate members of any such committee, who may replace any absent or
disqualified member at any meeting of the committee. Such committees shall have
and may exercise such powers as shall be conferred or authorized by the
resolution appointing them. A majority of any such committee may determine its
action and fix the time and place of its meetings, unless the Board of Directors
shall otherwise provide. The Board shall have power at any time to change the
membership of any such committee, to fill vacancies in it, or to dissolve it.
SECTION 4. ACTION BY CONSENT. 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 or consents
thereto is signed by all members of the Board, or of such committee as the case
may be, and such written consent or consents is filed with the minutes of
proceedings of the Board or committee.
SECTION 5. COMPENSATION. The Board of Directors may determine, from time to
time, the amount of compensation which shall be paid to its members. The Board
of Directors shall also have power, in its discretion, to allow a fixed sum and
expenses for attendance at each regular or special meeting of the Board, or of
any committee of the Board. In addition, the Board of Directors shall also have
power, in its discretion, to provide for and pay to directors rendering services
to the Corporation not ordinarily rendered by directors, as such, special
compensation appropriate to the value of such services, as determined by the
Board from time to time.
SECTION 6. CONFERENCE TELEPHONE MEETINGS. One or more directors may
participate in a meeting of the Board of Directors, or of a committee of the
Board of Directors, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting pursuant to this section shall constitute
presence in person at such meeting.
ARTICLE III
OFFICERS
SECTION 1. TITLES AND ELECTION. The officers of the Corporation, who shall
be chosen by the Board of Directors at its first meeting after each annual
meeting of shareholders, shall be a President, a Treasurer and a Secretary. The
Board of Directors from time to time may elect a Chairman of the Board, one or
more Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other
officers and agents as it shall deem necessary, and may define their powers and
duties. Any number of offices may be held by the same person.
SECTION 2. TERMS OF OFFICE. Officers shall hold office until their
successors are chosen and qualified.
SECTION 3. REMOVAL. Any officer may be removed, either with or without
cause, at any time, by the affirmative vote of a majority of the Board of
Directors.
SECTION 4. RESIGNATIONS. Any officer may resign at any time by giving
written notice to the Board of Directors or to the Secretary. Such resignation
shall take effect at the time specified
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therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 5. VACANCIES. If the office of any officer or agent becomes vacant
by reason of death, resignation, retirement, disqualification, removal from
office or otherwise, the directors may choose a successor, who shall hold office
for the unexpired term in respect of which such vacancy occurred.
SECTION 6. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors,
if one be elected, shall preside at all meetings of the Board of Directors and
of the shareholders, and the Chairman shall have and perform such other duties
as from time to time may be assigned to the Chairman by the Board of Directors.
SECTION 7. PRESIDENT. The President shall be the chief executive officer of
the Corporation and, in the absence of the Chairman, shall preside at all
meetings of the Board of Directors, and of the shareholders. The President shall
exercise the powers and perform the duties usual to the chief executive officer
and, subject to the control of the Board of Directors, shall have general
management and control of the affairs and business of the Corporation; the
President shall appoint and discharge employees and agents of the Corporation
(other than officers elected by the Board of Directors) and fix their
compensation; and the President shall see that all orders and resolutions of the
Board of Directors are carried into effect. The President shall have the power
to execute bonds, mortgages and other contracts, agreements and instruments of
the Corporation, and shall do and perform such other duties as from time to time
may be assigned to the President by the Board of Directors.
SECTION 8. VICE PRESIDENTS. If chosen, the Vice Presidents, in the order of
their seniority, shall, in the absence or disability of the President, exercise
all of the powers and duties of the President. Such Vice Presidents shall have
the power to execute bonds, notes, mortgages and other contracts, agreements and
instruments of the Corporation, and shall do and perform such other duties
incident to the office of Vice President and as the Board of Directors, or the
President shall direct.
SECTION 9. SECRETARY. The Secretary shall attend all sessions of the Board
and all meetings of the shareholders and record all votes and the minutes of
proceedings in a book to be kept for that purpose. The Secretary shall give, or
cause to be given, notice of all meetings of the shareholders and of the Board
of Directors, and shall perform such other duties as may be prescribed by the
Board of Directors. The Secretary shall affix the corporate seal to any
instrument requiring it, and when so affixed, it shall be attested by the
signature of the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer who may affix the seal to any such instrument in the event
of the absence or disability of the Secretary. The Secretary shall have and be
the custodian of the stock records and all other books, records and papers of
the Corporation (other than financial) and shall see that all books, reports,
statements, certificates and other documents and records required by law are
properly kept and filed.
SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys, and other valuable effects in the name and to the
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credit of the Corporation, in such depositories as may be designated by the
Board of Directors. The Treasurer shall disburse the funds of the Corporation as
may be ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the directors whenever they may require it, an account of all
his or her transactions as Treasurer and of the financial condition of the
Corporation.
SECTION 11. DUTIES OF OFFICERS MAY BE DELEGATED. In case of the absence or
disability of any officer of the Corporation, or for any other reason that the
Board may deem sufficient, the Board may delegate, for the time being, the
powers or duties, or any of them, of such officer to any other officer, or to
any director.
ARTICLE IV
INDEMNIFICATION
SECTION 1. ACTIONS BY OTHERS. The Corporation (1) shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he or she is or was a
director or an officer of the Corporation and (2) except as otherwise required
by Section 3 of this Article, may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he or she is or was an employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee,
agent of or participant in another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts actually and reasonably incurred by such person in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Corporation, and with respect to any criminal action or
proceeding, 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 act in good
faith and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his or her
conduct was unlawful.
SECTION 2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The Corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of the fact that
he or she 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, agent of or participant in another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance
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of his or her duty to the Corporation unless and only to the extent that the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses and then only to the extent that such court shall determine.
SECTION 3. SUCCESSFUL DEFENSE. To the extent that a person who is or was a
director, officer, employee or agent of the Corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred to
in Section 1 or Section 2 of this Article, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him or her in connection
therewith.
SECTION 4. SPECIFIC AUTHORIZATION. Any indemnification under Section 1 or
Section 2 of this Article (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in said Sections 1 and 2. Such determination shall be made (1) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
shareholders.
SECTION 5. ADVANCE OF EXPENSES. Expenses incurred by any person who may
have a right of indemnification under this Article in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he or she is entitled to be indemnified
by the Corporation pursuant to this Article.
SECTION 6. RIGHT OF INDEMNITY NOT EXCLUSIVE. The indemnification provided
by this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as to action in his
or her official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SECTION 7. INSURANCE. The Corporation may purchase and maintain insurance
on behalf of any person who 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 or participant in another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity, or
arising out of such person's status as such, whether or not the Corporation
would have the power to indemnify him or her against such liability under the
provisions of this Article, Section 317(i) of the California General Corporation
Law or otherwise.
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SECTION 8. INVALIDITY OF ANY PROVISIONS OF THIS ARTICLE. The invalidity or
unenforceability of any provision of this Article shall not affect the validity
or enforceability of the remaining provisions of this Article.
ARTICLE V
CAPITAL STOCK
SECTION 1. CERTIFICATES. The interest of each shareholder of the
Corporation shall be evidenced by certificates for shares of stock in such form
as the Board of Directors may from time to time prescribe. The certificates of
stock shall be signed by the President or a Vice President and by the Secretary,
or the Treasurer, or an Assistant Secretary, or an Assistant Treasurer, sealed
with the seal of the Corporation or a facsimile thereof, and countersigned and
registered in such manner, if any, as the Board of Directors may by resolution
prescribe. Where any such certificate is countersigned by a transfer agent other
than the Corporation or its employee, or registered by a registrar other than
the Corporation or its employee, the signature of any such officer may be a
facsimile signature. In case any officer or officers who shall have signed, or
whose facsimile signature or signatures shall have been used on, any such
certificate or certificates shall cease to be such officer or officers of the
Corporation, whether because of death, resignation or otherwise, before such
certificate or certificates shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be adopted by the Corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures shall
have been used thereon had not ceased to be such officer or officers of the
Corporation.
SECTION 2. TRANSFER. The shares of stock of the Corporation shall be
transferred only upon the books of the Corporation by the holder thereof in
person or by his or her attorney, upon surrender for cancellation of
certificates for the same number of shares, with an assignment and power of
transfer endorsed thereon or attached thereto, duly executed, with such proof of
the authenticity of the signature as the Corporation or its agents may
reasonably require.
SECTION 3. RECORD DATES. The Board of Directors may fix in advance a date,
not less than ten nor more than sixty days preceding the date of any meeting of
shareholders, or the date for the payment of any dividend, or the date for the
distribution or allotment of any fights, or the date when any change, conversion
or exchange of capital stock shall go into effect, as a record date for the
determination of the shareholders entitled to notice of, and to vote at, any
such meeting, or entitled to receive payment of any such dividend, or to receive
any distribution or allotment of such fights, or to exercise the fights in
respect of any such change, conversion or exchange of capital stock, and in such
case only such shareholders as shall be shareholders of record on the date so
fixed shall be entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend, or to receive such distribution or allotment
or fights or to exercise such fights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.
SECTION 4. LOST CERTIFICATES. In the event that any certificate of stock is
lost, stolen, destroyed or mutilated, the Board of Directors may authorize the
issuance of a new certificate of
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the same tenor and for the same number of shares in lieu thereof. The Board may
in its discretion, before the issuance of such new certificate, require the
owner of the lost, stolen, destroyed or mutilated certificate, or the legal
representative of the owner to make an affidavit or affirmation setting forth
such facts as to the loss, destruction or mutilation as it deems necessary, and
to give the Corporation a bond in such reasonable sum as it directs to indemnify
the Corporation.
ARTICLE VI
CHECKS, NOTES, ETC.
SECTION 1. CHECKS, NOTES, ETC. All checks and drafts on the Corporation's
bank accounts and all bills of exchange and promissory notes, and all
acceptances, obligations and other instruments for the payment of money, may be
signed by the President, any Vice President or the Treasurer and may also be
signed by such other officer or officers, agent or agents, as shall be thereunto
authorized from time to time by the Board of Directors.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 1. OFFICES. The registered office of the Corporation shall be
located at CT Corporation System, 818 West Seventh Street, Los Angeles, in the
State of California and said corporation shall be the registered agent of this
Corporation in charge thereof. The Corporation may have other offices either
within or without the State of California at such places as shall be determined
from time to time by the Board of Directors or the business of the Corporation
may require.
SECTION 2. FISCAL YEAR. The fiscal year of the Corporation shall be
determined by the Board of Directors.
SECTION 3. CORPORATE SEAL. The seal of the Corporation shall be circular in
form and contain the name of the Corporation, and the year and state of its
incorporation. Such seal may be altered from time to time at the discretion of
the Board of Directors.
SECTION 4. BOOKS. There shall be kept at such office of the Corporation as
the Board of Directors shall determine, within or without the State of
California, correct books and records of account of all its business and
transactions, minutes of the proceedings of its shareholders, Board of Directors
and committees, and the stock book, containing the names and addresses of the
shareholders, the number of shares held by them, respectively, and the dates
when they respectively became the owners of record thereof, and in which the
transfer of stock shall be registered, and such other books and records as the
Board of Directors may from time to time determine.
SECTION 5. VOTING OF STOCK. Unless otherwise specifically authorized by the
Board of Directors, all stock owned by the Corporation, other than stock of the
Corporation, shall be voted,
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in person or by proxy, by the President or any Vice President of the
Corporation on behalf of the Corporation.
ARTICLE VIII
AMENDMENTS
SECTION 1. AMENDMENTS. The vote of the holders of at least a majority of
the shares of stock of the Corporation, issued and outstanding and entitled to
vote, shall be necessary at any meeting of shareholders to amend or repeal these
Bylaws or to adopt new Bylaws. These Bylaws may also be amended or repealed, or
new Bylaws adopted, at any meeting of the Board of Directors by the vote of at
least a majority of the entire Board; provided that any Bylaws adopted by the
Board may be amended or repealed by the shareholders in the manner set forth
above.
Any proposal to amend or repeal these Bylaws or to adopt new Bylaws shall
be stated in the notice of the meeting of the Board of Directors or the
shareholders, or in the waiver of notice thereof, as the case may be, unless all
of the directors or the holders of record of all of the shares of stock of the
Corporation, issued and outstanding and entitled to vote, are present at such
meeting.
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