Exhibit 3.4
BYLAWS FOR THE REGULATION
OF
BURKE FLOORING PRODUCTS, INC.,
A CALIFORNIA CORPORATION
ARTICLE I
PRINCIPAL EXECUTIVE OFFICE
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The principal executive office of the corporation shall be 2250 South
Tenth Street, San Jose, California 95112.
ARTICLE II
MEETING OF SHAREHOLDERS
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Section 2.01 ANNUAL MEETINGS. The annual meeting of shareholders shall
be held on the 15th day of June in each year (or, should such day fall upon a
legal holiday, then on the first day thereafter which is not a legal holiday)
at 10:00 o'clock A.M., or at such other time and on such other date as the
board of directors shall determine. At each annual meeting, directors shall
be elected and any other proper business may be transacted.
Section 2.02 SPECIAL MEETINGS. Special meetings of shareholders may be
called by the board of directors, the chairman of the board (if there be such
an officer), the president, or the holders of shares entitled to cast not
less than ten percent (10%) of the votes at such meeting. Each special
meeting shall be held at such date and time as is requested by the person or
persons calling the meeting within the limits fixed by law.
Section 2.03 PLACE OF MEETINGS. Each annual or special meeting of
shareholders shall be held at such location as may be determined by the board
of directors, or if no such determination is made, at such place as may be
determined by the chief executive officer, or by any other officer authorized
by the board of directors or the chief
executive officer to make such determination. If no location is so
determined, any annual or special meeting shall be held at the principal
executive office of the corporation.
Section 2.04 NOTICE OF MEETINGS. Notice of each annual or special
meeting of shareholders shall contain such information, and shall be given to
such persons at such time, and in such manner, as the board of directors
shall determine, or if no such determination is made, as the chief executive
officer, or any other officer so authorized by the board of directors or the
chief executive officer, shall determine, subject to the requirements of
applicable law.
Section 2.05 CONDUCT OF MEETINGS. Subject to the requirements of
applicable law, all annual and special meetings of shareholders shall be
conducted in accordance with such rules and procedures as the board of
directors may determine and, as to matters not governed by such rules and
procedures, as the chairman of such meeting shall determine. The chairman of
any annual or special meeting of shareholders shall be designated by the
board of directors and, in the absence of any such designation, shall be the
chief executive officer of the corporation.
Section 2.06 INFORMAL ACTION BY SHAREHOLDERS. An action required or
permitted to be taken at a meeting of Shareholders may be taken without a
meeting if a consent, in writing, setting forth such action, is signed by all
the Shareholders entitled to vote on the subject matter thereof and any other
Shareholders entitled to notice of a meeting of Shareholders (but not to vote
thereat) have waived in writing any rights which they may have to dissent
from such action, and such consents and waivers are filed with the minutes of
proceedings of the Shareholders. Such consents and waivers may be signed by
different Shareholders on separate counterparts.
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ARTICLE III
DIRECTORS
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Section 3.01 NUMBER. The number of directors of the corporation shall
be one (1) until changed in accordance with applicable law.
Section 3.02 MEETINGS OF THE BOARD. Each regular and special meeting
of the board shall be held at a location determined as follows: The board of
directors may designate any place, within or without the State of California,
for the holding of any meeting. If no such designation is made, (i) any
meeting called by a majority of the directors shall be held at such location,
within the county of the corporation's principal executive office, as the
directors calling the meeting shall designate; and (ii) any other meeting
shall be held at such location, within the county of the corporation's
principal executive office, as the chief executive officer may designate, or
in the absence of such designation, at the corporation's principal executive
office. Subject to the requirements of applicable law, all regular and
special meetings of the board of directors shall be conducted in accordance
with such rules and procedures as the board of directors may approve and, as
to matters not governed by such rules and procedures, as the chairman of such
meeting shall determine. The chairman of any regular or special meeting
shall be designated by the directors and, in the absence of any such
designation, shall be the chief executive officer of the corporation.
Members of the board of directors (or any committee appointed by the
board) may participate in a meeting by means of conference telephone or
similar communications equipment whereby all persons participating in the
meeting can hear each other, and participation in such meeting in such manner
shall constitute presence in person at such meeting.
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Section 3.03 INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting, if a consent in writing to such action is signed by all of
the Directors and such written consents may be signed by different Directors
on separate counterparts.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS,
OFFICERS, AND OTHER CORPORATE AGENTS
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Section 4.01 INDEMNIFICATION. This corporation shall indemnify and
hold harmless any person who is or was a director or officer of this
corporation, or is or was serving at the request of the Board of Directors of
this Corporation as a director, officer, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other
enterprise (an "Agent"), from and against any expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any "proceeding" (as defined in Section 317(a)) to the fullest extent
permitted by applicable law. The corporation shall advance to its agents
expenses incurred in defending any proceeding prior to the final disposition
thereof to the fullest extent and in the manner permitted by applicable law.
Section 4.02 RIGHT TO INDEMNIFICATION. This section shall create a
right of indemnification for each person referred to in Section 4.01, whether
or not the proceeding to which the indemnification relates arose in whole or
in part prior to adoption of such section and in the event of death such
right shall extend to such person's legal representatives. The right of
indemnification hereby given shall not be exclusive of any other rights such
person may have whether by law or under any agreement, insurance policy, vote
of directors or shareholders, or otherwise.
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Section 4.03 INSURANCE. The corporation shall have power to purchase
and maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity or
arising out of the agent's status as such whether or not the corporation
would have the power to indemnify the agent against such liability.
ARTICLE V
OFFICERS
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Section 5.01 OFFICERS. The corporation shall have a president, a chief
financial officer, a secretary, and such other officers, including a chairman
of the board, as may be designated by the board. Unless the board of
directors shall otherwise determine, the president shall be the chief
executive officer of the corporation. Officers shall have such powers and
duties as may be specified by, or in accordance with, resolutions of the
board of directors. In the absence of any contrary determination by the
board of directors, the chief executive officer shall, subject to the power
and authority of the board of directors, have general supervision, direction,
and control of the officers, employees, business, and affairs of the
corporation.
Section 5.02 LIMITED AUTHORITY OF OFFICERS. No officer of the
corporation shall have any power or authority outside the normal day-to-day
business of the corporation to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable in connection with
any transaction unless so authorized by the board of directors.
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ARTICLE VI
WAIVER OF ANNUAL REPORTS
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So long as the corporation has less than 100 holders of record of its
shares (determined as provided in Section 605 of the California General
Corporation Law), no annual report to shareholders shall be required, and the
requirement to the contrary of Section 1501 of the California General
Corporation Law is hereby expressly waived.
ARTICLE VII
AMENDMENTS
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New bylaws may be adopted or these bylaws may be amended or repealed by
the shareholders or by the directors.
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