Exhibit 3.22
BY-LAWS
OF
MUELLER CO.
(WITH AMENDMENTS THROUGH DECEMBER 7, 1987)
ARTICLE 1
OFFICES
The principal office of the Corporation in the State of Illinois shall be
located in the City of Decatur and County of Macon. The Corporation may have
such other offices, either within or without the State of Illinois, as the
business of the Corporation may require from time to time.
The registered office of the Corporation required by the Business
Corporation Act to be maintained in the State of Illinois may be but need not
be, identical with the principal office in the State of Illinois, and the
address of the registered office may be changed from time to time by the Board
of Directors.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting. The Annual Meeting of the Shareholders,
commencing in the year 1988 will be held on the second Monday of March for the
purpose of electing Directors and for the transaction of such other business as
may come before the meeting. (Amended December 7, 1987.)
Section 2. Special Meeting. Special meetings of the shareholders may be
called by the President, by the Board of Directors, by the holders of not less
than one-fifth of all outstanding shares, or by such officers or persons as may
be provided in these By-Laws.
Section 3. Place of Meetings. All meetings of Shareholders, whether annual
or special meetings, shall be held at the registered office of the Corporation,
or at such other place or places as may be permitted by law from time to time.
Section 4. Notice of Meetings. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than five (5) nor more than forty (40) days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
or the Secretary, or the officer or persons calling the meeting, to each
Shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail in a
sealed envelope addressed to the Shareholder at his address as it appears on
the records of the Corporation, with postage thereon prepaid.
Section 5. Meeting of All Shareholders. If all of the Shareholders shall
meet at any time and place, either within or without the State of Illinois, and
consent to the holding of a meeting, such meeting shall be valid without call
or notice, and at such a meeting any corporate action may be taken.
Section 6. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining the Shareholders entitled to notice of, or to vote at
any meeting of Shareholders, or Shareholders entitled to receive any dividend,
or in
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order to make a determination of Shareholders for any other purpose, the
Board of Directors of the Corporation may provide that the stock transfer books
shall be closed for a stated period, not to exceed in any case forty (40) days.
If the stock transfer books shall be closed for the purpose of determining
Shareholders entitled to notice of - or to vote - at a meeting of Shareholders,
such books shall be closed for at least ten (10) days immediately preceding
such meeting. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of Shareholders, such date in any case to be not more than forty
(40) days and in case of a meeting of Shareholders, not less than ten (10) days
prior to the date on which the particular action, requiring the determination
of Shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for
the determination of Shareholders entitled to notice of or to vote at a meeting
of Shareholders, or Shareholders entitled to receive payment of a dividend, the
date on which notice of a meeting is mailed, or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of Shareholders.
Section 7. Voting Lists. The officer or agent having charge of the
transfer book for shares of the Corporation shall make, at least ten (10) days
before each meeting of Shareholders, a complete list of the Shareholders
entitled to vote at such meeting, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the registered
office of the Corporation and shall
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be subject to inspection by any Shareholder at any time during usual business
hours.
The original share ledger or transfer book, or a duplicate thereof kept in
this State shall be prima facie evidence as to who are the Shareholders
entitled to examine such list or share ledger or transfer book or to vote at
any meeting of Shareholders.
Section 8. Quorum. A majority of the outstanding shares of the
Corporation, represented in person or by proxy, shall constitute a quorum at
any meeting of Shareholders, provided that if less than a majority of the
outstanding shares are represented at said meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
Section 9. Proxies. At all meetings of Shareholders, a Shareholder may
vote by proxy executed in writing by the Shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy.
Section 10. Voting. Each outstanding share shall be entitled to one vote
upon each matter submitted to a vote at a meeting of Shareholders.
Section 11. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy, as the By-Laws of such Corporation may prescribe; or, in the
absence of such provision, as the board of directors of such Corporation may
determine.
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Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator, or trustee, may be voted by such fiduciary,
either in person or by proxy; but no such guardian, conservator or trustee
shall be entitled, as such fiduciary, to vote shares held by him without a
transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to so vote be
contained in an appropriate order of court by which such receiver was
appointed.
A Shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to this Corporation shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
Section 12. Informal Action By Shareholders. Any action required to be
taken at a meeting of the Shareholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all
of the Shareholders entitled to vote with respect to the subject matter
thereof.
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Section 13. Voting by Ballot. Voting on any question or in any election
may be viva voce, unless the presiding officer shall order or any Shareholder
shall demand that the voting be by ballot.
ARTICLE III
DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors.
In addition to the powers and authorities by these By-Laws expressly
conferred upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by Statute or by
the Articles of Incorporation of this Corporation or by these By-Laws directed
or required to be done by the Shareholders.
Section 2. Number, Tenure and Qualification. The number of Directors of
the Corporation shall be not less than six nor more than nine. Thereafter,
within the limits above specified, the number of directors shall be determined
by a resolution of the Board of Directors or Shareholders. The Directors, other
than the first Board of Directors, shall be elected at the annual meeting of
Shareholders, and each Director elected shall serve until the next succeeding
annual meeting and until his successor shall have been elected and qualified.
Each Director shall hold office for the term for which he is elected or until
his successor shall have been elected and qualified. Directors need not be
residents of Illinois or Shareholders of the Corporation. (Number of Directors
fixed at eight on 4/24/87)
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Section 3. Vacancies. Vacancies and newly created directorships resulting
from any increase in the number of directors may be filled by election at an
annual meeting or at a special meeting of shareholders called for that purpose.
A majority of directors then in office, though less than a quorum, may fill one
or more vacancies in the board of directors arising between meetings of
shareholders by reason of an increase in the number of directors or otherwise.
A director appointed to fill a vacancy, or a newly created directorship, shall
hold office until the next succeeding annual meeting of shareholders and until
his successor shall have been elected and qualified.
Section 4. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this By-Law, immediately after, and at
the same place as, the annual meeting of Shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Illinois, for the holding of additional regular meetings without other
notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chairman of the Board, the President,
or any two Directors. The person or persons authorized to call special meetings
of the Board of Directors may fix any place, either within or without the State
of Illinois, as the place for holding any special meeting of the Board of
Directors called by them.
Section 6. Notice. Notice of any special meeting shall be given at least
three days previously thereto by written notice delivered personally or mailed
to
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each director at his business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail in a
sealed envelope so addressed, with postage thereon prepaid. If notice be given
by telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any Director may waive notice of any
meeting. The attendance of a Director at any meeting shall constitute a wavier
of notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of such meeting.
Section 7. Quorum. A majority of the Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors, provided that if less than a majority of the Directors are present
at said meeting, a majority of the Directors present may adjourn the meeting
from time to time without further notice.
Section 8. Manner of Acting. The 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 9. Compensation. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance of each meeting of
the Board, and may be paid a fixed sum for attendance at meetings or a stated
salary
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as Directors. No such payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 10. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be conclusively presumed to have assented to the action
taken unless his dissent be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as
Secretary of the meeting before the adjournment thereof, or shall forward such
written dissent by registered mail to the Secretary of the meeting immediately
after adjournment. No such right of dissent shall be available to a Director
who voted in favor of such action.
Section 11. Telephone Conference Meeting. Unless otherwise restricted by
the Articles of Incorporation, and subject to the requirement for notice of
meetings, members of the Board of Directors may participate in a meeting of the
Board of Directors by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in such a meeting shall constitute presence in
person at such meeting except where a Director attends by telephone for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 12. Informal Action by Board of Directors. Unless specifically
prohibited by the Articles of Incorporation or these By-Laws, any action
required to be taken at a meeting of the Board of Directors, or any other
action which may
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be taken at a meeting of the Board of Directors or a committee thereof, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors entitled to vote with respect to
the subject matter thereof, or by all the members of such committee, as the
case may be.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be Chairman of
the Board of Directors, who may also be known as Chairman of the Board; a
President; one Senior Vice President and Chief Technical Officer; one Vice
President - Marketing and Business Development; one Vice President - Personnel
and Industrial Relations; one Vice President - Finance; one President - Water
and Gas Products Division; Group Vice Presidents - Subsidiary Operations; one
Secretary; one Treasurer.
Any two offices may be held by the same person except of President and
Secretary.
Such other officers and assistant officers and agents as may be deemed
necessary, including, without limitation, a Chief Executive Officer and a Chief
Operating Officer, may be elected or appointed by the Board of Directors.
Section 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of Shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon
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thereafter as it convenient. Vacancies may be filled or new offices created and
filled at any meeting of the Board of Directors. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever, in its
judgement, the best interest of the Corporation would be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed, unless such person is removed for cause.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
Section 5. Chairman of the Board of Directors. The Chairman of the Board
shall be a member of the Board of Directors and shall act as presiding officer
at all meetings of the Shareholders and Directors, but may delegate such power
to the President. The Chairman of the Board shall have such other powers and
duties as may from time to time be prescribed by the Board of Directors.
Section 6. President. In the absence of the Chairman of the Board or when
so requested by him, the President shall preside at all meetings of the Board
of Directors and Shareholders. He shall be responsible to the Board of
Directors for the orderly carrying on of the business and usual affairs of the
Corporation in the regular course of the corporate activities for which it was
organized. The
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President shall have and exercise generally supervisory functions over all
fiscal and financial transactions of the Corporation and its subsidiaries. He
may sign any instruments of writing required in the affairs of the Corporation
or authorized to be executed by the Board of Directors. He shall have full
power and authority to properly carry into effect his duties and
responsibilities under these By-Laws; provided that he shall not exercise any
power or powers reserved to the Board of Directors by law and/or these By-Laws.
The President shall have such other powers and duties as may from time to time
be prescribed by the Board of Directors.
Section 7(a). Senior Vice President and Chief Technical Officer. The
Senior Vice President and Chief Technical Officer shall be responsible for the
research and development of products, markets and business opportunities
consistent with the overall Corporation purpose; and shall perform such other
duties as may be directed from time to time by the President.
Section 7(b). Vice President - Personnel & Industrial Relations. The Vice
President-Personnel & Industrial Relations shall be responsible for the human
resources of the Corporation consistent with the overall Corporation purpose;
and shall perform such other duties as may be directed from time to time by the
President.
Section 7(c). President-Water and Gas Products Division. The
President-Water and Gas Products Division shall be responsible for the
operation of the Core Business (formerly known as the parent corporation)
consistent with the overall Corporation purpose; and shall report to the
President and Chief Executive
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Officer; and shall perform such other duties as may be directed from time to
time by the President.
Section 7(d). Vice President-Marketing and Business Development. The Vice
President-Marketing and Business Development shall be responsible for the sales
and marketing plans and programs of the Corporation consistent with the overall
Corporation purpose; and shall perform such other duties as may be directed
from time to time by the President.
Section 7(e). Vice President-Finance. The Vice President-Finance shall be
the Chief Financial Officer and be responsible for all financial and accounting
activities of the Corporation consistent with the overall purpose of the
Corporation; and shall perform such other duties as may be directed from time
to time by the President.
Section 7(f). Group Vice Presidents-Subsidiary Operations. Each Group Vice
President-Subsidiary Operations will have operational responsibility for
specifically named subsidiaries. In this capacity, these executives will report
directly to the President.
Section 7(g). Treasurer. The Treasurer shall have charge and custody of
and be responsible for all funds and securities of the Corporation; receive and
give receipts of monies due and payable to the Corporation from any source
whatsoever, and deposit all such monies in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with provisions of Article VI of these By-laws.
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Section 7(h). Secretary. The Secretary shall: (1) keep the minutes of the
Shareholders' and Board of Directors' meetings in one or more books provided
for that purpose; (2) see that all notices are duly given in accordance with
the provisions of these By-laws or as required by law; (3) 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 certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions
of these By-Laws; (4) keep a register of the post office address of each
Shareholder which shall be furnished to the Secretary by such Shareholder; (5)
sign with the President, or Vice President, certificates for shares of the
Corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (6) have general charge of the stock transfer books of the
Corporation; (7) 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.
Section 7(i). General Counsel. The General Counsel shall be responsible
for legal matters that are presented to the Company and each of the
subsidiaries; and shall report to the Vice President-Finance; and shall perform
such other duties as may be directed from time to time by the Vice
President-Finance or the President.
Section 8. Chairman Emeritus. In addition to the other officers of the
corporation as herein provided, the Board of Directors may elect or appoint a
Chairman Emeritus of the Board of Directors as an officer who shall not be a
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member of the Board of Directors but may attend any regularly scheduled meeting
of that Board. The incumbent shall perform such duties as may be assigned by
the said Board.
Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries and Assistant Treasurers, in general, shall in the absence of the
Secretary and Treasurer, respectively, or in the event of such person's or
persons' inability to act, perform the duties of Secretary and Treasurer,
respectively, and shall perform such other duties as shall be assigned to them
from time to time.
Section 10. Other Officers. Any other officer elected or appointed by the
Board of Directors pursuant to these By-Laws shall perform such duties as shall
be assigned to them by the Board of Directors. The Board of Directors may at
any time vacate or abolish any office established by it pursuant to these
By-Laws.
Section 11. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.
Section 12. Delegation of Duties. In the absence of any officer of the
Corporation or for any other reason that may seem sufficient, the Board of
Directors may delegate, for the time being, the powers or duties, or any of
them, of such officer to any Director; provided that a majority of the entire
Board shall concur therein.
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ARTICLE V
COMMITTEES
Section 1. Committees of Directors. The Board of Directors, by resolution
adopted by a majority of the Directors, may create one or more committees,
including, without limitation, an Audit Committee and a Compensation Committee,
and appoint members of the Board of Directors to serve on such committee or
committees. To the extent provided in such resolution, each committee shall
have and exercise all of the authority of the Board of Directors in the
management of the Corporation except as otherwise required by law, the Articles
of Incorporation or these By-Laws. Each committee shall have two or more
members, who shall serve at the pleasure of the Board of Directors. Each
committee shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 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 instruments in the name of and on the behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
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authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for
the payment of money, notes or other evidences of indebtedness 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 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
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as may be determined by the Board of
Directors, provided that the same shall comply with the Business Corporation
Act of the State of Illinois. Such certificates shall be signed by the
President or Vice President and by the Secretary or an Assistant Secretary and
shall be sealed with the Seal of the Corporation. All certificates for shares
shall be consecutively numbered. The name of the person owning the shares
represented thereby, together with the number of shares and date of issue shall
be entered on the books of the Corporation.
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All certificates surrendered to the Corporation for transfer shall be
cancelled and no new certificates shall be issued until the former certificate
for a like number of shares shall be surrendered and cancelled, except that in
case of a lost, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the Corporation as the Board of
Directors or Secretary may prescribe.
Section 2. Transfers of Shares. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the registered holder
thereof or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name
shares stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the lst day of December
in each year and end on the 30th day of November in the following or ensuing
year.
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ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.
ARTICLE X
SEAL
The Board of Directors shall provide a Corporate Seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
Corporation and the words "Seal, of Decatur, Illinois".
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of these By-Laws or under the provisions of the Articles of Incorporation or
under the provisions of the Business Corporation Act of the State of Illinois,
waiver thereof in writing, signed by the person or persons entitled to, such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
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ARTICLE XII
AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws be
adopted at any meeting of the Board of Directors of the Corporation by a
majority vote of all Directors.
ARTICLE XIII
RIGHTS OF INDEMNIFICATION
The Corporation shall indemnify each of its officers and Directors,
whether or not then in office, and their executors, administrators and heirs,
against all reasonable expenses actually and necessarily incurred by them
(including, but not limited to, judgements, costs and counsel fees) in
connection with the defense of any litigation to which he may have been made a
party because he is, or was, a Director or officer of the Corporation. He shall
have no right to reimbursement, however, in relation to matters as to which he
has been adjudged liable for gross negligence or willful misconduct in the
performance of his duties, or was derelict in the performance of his duties by
reason of willful misconduct, bad faith, gross negligence, or reckless
disregard of the duties of his office. The right to indemnification shall also
apply to the expenses of suits which are compromised or settled, if the Court
having jurisdiction of the action shall approve such settlement.
The foregoing rights of indemnification shall be in addition to, and not
exclusive of, all other rights to which such Director or officer may be
entitled.
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