EXHIBIT 3.18
BY-LAWS
OF
W.W.I. EUROPEAN SERVICES, LTD.
ARTICLE I. SHAREHOLDERS' MEETING
Section 1. - Annual Meeting.
The annual meeting of the shareholders shall be held on the date and at
the time fixed, from time to time, by the directors at the principal office of
the corporation, or such place as the Board of Directors shall authorize. The
meeting shall be for the purpose of electing directors and for the transaction
of such business as may be brought before it. Notice of such meeting shall be
given by the Secretary as required by law; by serving personally or mailing not
less than ten days and not more that fifty days previous to such meeting,
postage prepaid, a copy of such notice, addressed to each shareholder entitled
to vote at such meeting. Any and all notices of such meeting may be waived by
any shareholder by written waiver or by attendance thereat, whether in person or
by proxy.
Section 2. - Special Meetings.
Special meetings of shareholders may be called by the Board of Directors
or by the President, and must be called by the President at the request in
writing by shareholders owning a majority of the shares issued and outstanding.
Notice of such special meetings shall be given by the President or the
Secretary, and shall be served personally or by mail addressed each shareholder
of record at his last known address no less than ten days prior to the date of
such meeting.
The notice of such meetings shall contain a statement of the business to
be transacted thereat. No business other than that specified in the notice of
the meeting shall be transacted at any such special meeting. Notice of special
meeting may be waived by any shareholder by written waiver or by attendance
thereat, in person or by proxy.
Section 3. - Voting.
Shareholders entitled to vote at meetings may do so in person or by proxy
appointed by an instrument in writing subscribed by the shareholder or by his
duly authorized attorney. Each shareholder shall be entitled to one vote for
each share registered in his name on the books of the Corporation, unless
otherwise provided in the Certificate of Incorporation.
Section 4. - Quorum.
At any meeting of the shareholders, except as otherwise provided by
statute, or by the Certificate of Incorporation, or by these By-Laws, the
holders of a majority of the shares entitled to
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vote thereat shall constitute a quorum. However, a lesser number when not
constituting a quorum may adjourn the meeting from time to time until a quorum
shall be present or represented.
Section 5. - Voting at Shareholders' Meetings.
At any meeting of the shareholders, except as otherwise provided by
statute, or by the Certificate of Incorporation, or by these By-Laws, the vote
of the holders of a majority of the shares present in person or by proxy shall
decide any question brought before such meeting.
Section 6. - Special Voting Requirement.
A unanimous vote of the stockholders shall be required as to any of the
following matters:
(1) Issuance of the Corporation's capital stock, either preferred or
common.
(2) Amendment of the By-Laws.
(3) Merger, consolidation, reorganization, liquidation or dissolution of
the Corporation.
(4) Approval of the amount and terms of any corporate borrowings
extending beyond the term of one year.
ARTICLE II. DIRECTORS
Section 1. - Number.
The affairs and the business of the Corporation, except as otherwise
provided in the Certificate of Incorporation, shall be managed by a Board of
three Directors.
Section 2. - How Elected.
At the annual meeting of shareholders, the persons duly elected by the
votes cast at the election held thereat shall become the directors for the
ensuing year.
Section 3. - Term of Office.
The term of office of each of the directors shall be until the next annual
meeting of shareholders and thereafter until a successor has been elected and
qualified.
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Section 4. - Duties of Directors.
The Board of Directors shall have the control and general management of
the affairs and business of the Corporation unless otherwise provided in the
certificate of Incorporation. Such directors shall in all cases act as a Board
regularly convened by a majority, and they may adopt such rules and regulations
for the conduct of their meetings, and the management and business of the
Corporation as they may deem proper, not inconsistent with these By-Laws and the
Laws of the State of New York.
Section 5. - Directors' Meetings.
Regular meetings of the Board of Directors shall be held immediately
following the annual meetings of the shareholders, and at such other times as
the Board of Directors may determine. Special meetings of the Board of Director
may be called by the president at any time and must be called by the President
or the Secretary upon the written request of two Directors.
Section 6. - Notice of Special Meetings.
Notice of special meetings of the Board of Directors shall be served
personally or by mail addressed to each Director at his last known address no
less than five days prior to the date of such meeting. The notice of such
meeting shall contain a statement of the business to be transacted thereat. Not
business other than that specified in the call for the meeting shall be
transacted at any such special meeting. Notice of special meeting may be waived
by any Director by written waiver or by personal attendance thereat without
protest of lack of notice to him.
Section 7. - Quorum.
At any meeting of the Board of Directors, except as otherwise provided by
the Certificate of Incorporation, or by these By-Laws, a majority of the Board
of Directors shall constitute a quorum. However, a lesser number when not
constituting a quorum may adjourn the meeting from time to time until a quorum
shall be present or represented.
Section 8. - Voting.
Except as otherwise provided by statute, or by the Certificate of
Incorporation, or by these By-Laws, the affirmative vote of a majority of the
Directors present at any meeting of the Board of Directors at which a quorum is
present shall be necessary for the transaction of any item of business thereat.
Section 9. - Vacancies.
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Unless otherwise provided in the Certificate of Incorporation, vacancies
in the Board of Directors occurring between annual meetings of the shareholders
shall be filled for the unexpired portion of the term by a majority vote of the
remaining Directors, even though less than a quorum exists.
Section 10. - Removal of Directors.
Any or all of the directors may be removed, either with or without a cause
at any time by a vote of the shareholders at any meeting called for such
purpose.
ARTICLE III. OFFICERS
Section 1. - Number of Officers.
The officers of the Corporation shall be a President, a Vice President, a
Treasurer and Secretary, and any officer may hold more than one office, except
the same person may not hold the offices of President and Secretary. The Board
of Directors may appoint such other officers, agents and employees as in their
sole discretion they shall deem advisable, who shall be subject to recall at all
times by a majority vote of the Board of Directors.
Section 2. - Election of Officers.
Officers of the Corporation shall be elected at the first meeting of the
Board of Directors. Thereafter, and unless otherwise provided in the Certificate
of Incorporation, the officers of the Corporation shall be elected annually by
the Board of Directors at its meeting held immediately after the annual meeting
of shareholders and shall hold office for one year and until their successors
have been duly elected and qualified.
Section 3. - Removal of Officers.
Any officer elected by the Board of Directors may be removed, with or
without cause, and an successor elected, by vote of the Board of Directors,
regularly convened at a regular or special meeting. Any officer elected by the
shareholders may be removed, with or without cause, and a successor elected, by
vote of the shareholders, regularly convened at an annual or special meeting.
Section 4. - President.
The President shall be the chief executive officer of the Corporation and
shall have general charge of the business, affairs and property thereof, subject
to direction of the Board of Directors, and shall have general supervision over
its officers and agents. He shall; if present, preside at all meetings of the
Board of Directors in the absence of a Chairman of the Board and at all meetings
of shareholders. He may do and perform all acts incident to the office of
President.
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Section 5. - Vice President.
In the absence of or inability of the President to act, the Vice President
shall perform the duties and exercise the powers of the President and shall
perform such other functions as the Board of Directors may from time to time
prescribe.
Section 6. - Secretary.
The Secretary shall:
a) Keep the minutes of the meetings of the Board of Directors and of the
shareholders in appropriate books.
b) Give and serve all notice of all meetings of the Corporation.
c) Be custodian of the records and of the seal of the Corporation and
affix the latter to such instruments or documents as may be authorized by the
Board of Directors.
d) Keep the shareholder records in such a manner as to show at any time
the amount of shares, the manner and the time the same was paid for, the names
of the owners thereof alphabetically arranged and their respective places of
residence, or their Post Office addresses, the number of shares owned by each of
them and the time at which each person became owner, and keep such shareholder
records available daily during the usual business hours at the office of the
Corporation subject to the inspection of any person duly authorized, as
prescribed by law.
e) Do and perform all other duties incident to the office of Secretary.
Section 7.- Treasurer.
The Treasurer shall:
a) Have the care and custody of and be responsible for all of the funds
and securities of the Corporation and deposit of such funds in the name and to
the credit of the Corporation in such a bank and safe deposit vaults as the
Directors may designate.
b) Exhibit at all reasonable times his books and accounts to any Director
or shareholder of the Corporation upon application at the office of the
Corporation during business hours.
c) Render a statement of the condition of the finances of the Corporation
at each stated meeting of the Board of Directors if called upon to do so, and a
full financial report at the annual meeting of shareholders. He shall keep at
the office of the Corporation correct books of account of all
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of its business and transactions and such books of account as the Board of
Directors may require. He shall do and perform all other duties incident to the
office of Treasurer.
Section 8. - Duties of Officers May be Delegated.
In the case of the absence of any officer of the Corporation, or for any
reason the Board may deem sufficient, the Board may, except as otherwise
provided in these By-Laws, delegate the powers or duties of such officers to any
other officer or any Director for the time being, provided a majority of the
entire Board concur therein.
Section 9. - Vacancies - How Filled.
Should any vacancy in any office occur by death, resignation or otherwise,
the same shall be filled, without undue delay, by the Board of Directors at its
next regular meeting or at a special meeting called for that purpose, except as
otherwise provided in the Certificate of Incorporation.
Section 10. - Compensation of Officers.
The officers shall receive such salary or compensation as may be fixed and
determined by the Board of Directors, except as otherwise provided in the
Certificate of Incorporation.
ARTICLE IV. CERTIFICATES REPRESENTING SHARES
Section 1.- Issue of Certificates Representing Shares.
The President shall cause to be issued to each shareholder one or more
certificates, under the seal of the Corporation, signed by the President (or
Vice President) or Chairman (or Vice Chairman) of the Board and the Treasurer
(or Secretary) certifying the number of shares owned by him in the Corporation.
Section 2. - Transfer of Shares.
The shares of the Corporation shall be transferable only upon its books by
the registered holders thereof in person or by their duly authorized attorneys
or legal representatives. The former certificates must be surrendered to the
Secretary, or to such other person as the Directors may designate, by whom they
shall be canceled unsealed, and new certificates shall thereupon be issued. No
transfer of shares shall be made within ten days next preceding the annual
meeting of shareholders.
Section 3. - Lost Certificates.
If the holder of any shares shall lose the certificate thereof, he shall
immediately notify the Corporation of such fact and the Board of Directors may
then cause a new certificate to be issued to
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him subject to the deposit of a bond or other indemnity in such form and with
such sureties if any as the Board may require.
ARTICLE V. SEAL
The seal of the Corporation shall be as follows:
ARTICLE VI. DIVIDENDS OR OTHER DISTRIBUTIONS
The Corporation, by vote of the Board of Directors, may declare and pay
dividends or make other distributions in cash or its bonds or its property on
its outstanding shares to the extent as provided and permitted by law, unless
contrary to any restriction contained in the Certificate of Incorporation.
ARTICLE VII. NEGOTIABLE INSTRUMENTS
All checks, notes or other negotiable instruments shall be signed on
behalf of this Corporation by such of the officers, agents and employees as the
Board of Directors may from time to time designate, except as otherwise provided
in the Certificate of Incorporation.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Corporation shall be determined by resolution of
the Board of Directors.
ARTICLE IX. OFFICES
The principal office of the Corporation shall be located in the Town of
North Hempstead, County of Nassau, State of New York. The Board of Directors may
from time to time designate such other offices within or without the State of
New York as the business of Corporation may require.
ARTICLE X. AMENDMENTS
By-Laws may be amended, repealed or adopted by vote of the holders of the
shares at the time entitled to vote in the election of any Directors, and may be
amended, repealed or adopted as otherwise by law.
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ARTICLE XI. REIMBURSED EXPENSES
Any payments made to an officer of the Corporation such as salary,
commission, bonus, interest, or rent, or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service, shall be reimbursed by such officer to the Corporation
to the full extent of such disallowance, it shall be the duty of the Directors,
as a Board, to enforce payment of each such amount disallowed. In lieu of
payment by the officer, subject to the determination of the Directors,
proportionate amounts may be withheld from his future compensation payments
until the amount owed to the Corporation has been recovered.
ARTICLE XII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The directors and officers of the Corporation shall be indemnified for any
claim, payment or expense incurred while performing in good faith any act or
duty which he reasonably believes to be in the best interests of the
Corporation, or from any liability so incurred by an officer or director in
behalf of any company to which the Corporation is a successor in interest as a
result of merger, consolidation or acquisition.
Such indemnification is to be unlimited except that statutory restrictions
applicable to business corporations shall be complied with if inconsistent with
this section of the By-Laws.