EXHIBIT 3.2
SCOVILL HOLDINGS INC.
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BY-LAWS
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ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of Scovill
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Holdings Inc., a Delaware corporation (the "Corporation"), shall be in the City
of Wilmington, County of New Castle, State of Delaware.
SECTION 2. Other Offices. The Corporation may also have offices
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at such other places both within and without the State of Delaware as the Board
of Directors may from time to time determine or the business of the Corporation
may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place and Date of Annual Meeting; Notice. The annual
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meeting of the stockholders of the Corporation shall
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be held at such place, within or without the State of Delaware, at such time and
on such day as may be determined by the Board of Directors and as such shall be
designated in the notice of said meeting, for the purpose of electing directors
and for the transaction of such other business as may properly be brought before
the meeting. If for any reason the annual meeting shall not be held during the
period designated herein, the Board of Directors shall cause the annual meeting
to be held as soon thereafter as may be convenient. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.
SECTION 2. Special Meetings; Notice. Special meetings of the
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stockholders for any purpose or purposes, unless otherwise prescribed by statute
or by the Certificate of Incorporation, may be held at any place, within or
without the State of Delaware, and may be called by resolution of the Board of
Directors, by the president or by the holders of not less than a majority of the
votes under all the shares entitled to vote at the meeting. Such request shall
state the purpose or purposes of the meeting. Written notice of a special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called, shall be given not
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less than ten nor more than thirty days before the date of the meeting, to each
stockholder entitled to vote at such meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
SECTION 3. Quorum. The holders of a majority of the votes under
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all the shares of stock issued and outstanding and entitled to vote,
represented in person or by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. If a quorum is present or
represented, the affirmative vote of a majority of the votes of all the shares
of stock present or represented at the meeting shall be the act of the
stockholders unless a greater number of votes is required by law or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders present in
person or represented by proxy shall have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting, at which a quorum
shall be present or represented, any business may be transacted which might
have been transacted at the meeting as originally notified.
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SECTION 4. Action Without Meeting. Any action required to be
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taken at a meeting of the stockholders may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock 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. Prompt notice of
the taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
SECTION 5. Stockholders List. The officer who has charge of the
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stock ledger of the Corporation shall prepare and make, at least fifteen days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any
stockholders, 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
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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 stockholder who is present.
SECTION 6. Voting. Unless otherwise provided in the Certificate
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of Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
ARTICLE III
DIRECTORS
SECTION 1. Number, Election, Term. The Board of Directors shall
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consist of that number of directors as set forth in the Certificate of
Incorporation. The number of directors which shall constitute the whole Board
may be increased or decreased to the number of directors, and, in the manner
set forth in the Certificate of Incorporation. The directors shall be elected
annually, either at the annual meeting of the stockholders or by written
consent of the stockholders entitled to vote in lieu of the annual meeting as
provided in Article II, Section 4, except as provided in Section 2 of this
Article, and
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each director elected shall hold office until the next annual meeting of
stockholders and until his successor is elected and qualified or until his
earlier death or resignation. Directors need not be stockholders.
SECTION 2. Vacancies. Any vacancies and newly created
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directorships may be filled by a majority of the directors then in office,
though less than a quorum, and the directors so chosen shall hold office until
the next annual election and until their successors are duly elected and shall
qualify. A vacancy created by the removal of a director by the stockholders
may be filled by the stockholders.
SECTION 3. Powers. The business of the Corporation shall be
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managed by or under the direction of its Board of Directors which may exercise
all such powers of the Corporation and do all such lawful acts and things as
are not by statute or by the Certificate of Incorporation or by these by-laws
directed or required to be exercised or done by the stockholders or which are
not, by the Certificate of Incorporation, prohibited to be done by the Board of
Directors.
SECTION 4. First Meeting. The first meeting of each newly elected
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Board of Directors shall be held at such time and place as shall be announced at
the annual meeting of stockholders and no other notice of such meeting to the
newly elected
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directors shall be necessary in order legally to constitute the meeting,
provided a quorum shall be present, or in the event such meeting is not held at
the time and place so fixed by the stockholders, the meeting may be held at such
time and place as shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.
SECTION 5. Regular Meetings. Regular meetings of the Board of
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Directors may be held upon such notice, or without notice, and at such time and
at such place as shall from time to time be determined by the Board.
SECTION 6. Special Meetings. Special meetings of the Board of
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Directors may be called by the president or the secretary on not less than one
days' notice to each director, either personally, by telephone, by telecopy, by
mail, by telegram, or by any other similar method of communication. Special
meetings shall be called by the president or secretary in like manner and on
like notice on the written request of two directors.
SECTION 7. Waiver. Attendance of a director at any meeting shall
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constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business because
the meeting
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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 notice of such meeting.
SECTION 8. Quorum. At all meetings of the Board of Directors a
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majority of the total number of directors then constituting the whole Board
shall constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation or by
these by-laws. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
SECTION 9. Action Without Meeting. Unless otherwise restricted by
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the Certificate of Incorporation or these by-laws, 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 thereto is signed by a majority of members of the Board or of
such committee, as the case may be, and such writ-
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ten consent is filed with the minutes of proceedings of the Board or committee.
SECTION 10. Telephonic Communications. Any action required or
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permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken in a meeting of the Board or any committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation shall constitute presence in person at the meeting.
SECTION 11. Committees. The Board of Directors may, by resolution
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passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation, which,
to the extent provided in the resolution, shall have and may exercise the
powers of the Board of Directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it. Each committee shall have such names,
powers and duties as may be determined from time to time by resolution adopted
by the Board of Directors.
SECTION 12. Removal of Directors. Unless otherwise restricted by
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the Certificate of Incorporation or these by-
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laws, any director or the entire Board of Directors may be removed, with or
without cause, by the holders of a majority of the votes of all the shares
entitled to vote at an election of directors.
ARTICLE IV
OFFICERS
SECTION 1. Election and Office. The officers of the Corporation
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shall be chosen by the Board of Directors and shall be a president, a vice
president, a treasurer and a secretary. The Board of Directors may also elect
such additional officers as may, from time to time, be deemed desirable. Any
number of offices may be held by the same person.
SECTION 2. Term, Powers and Duties. The term of office, powers
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and duties of each officer shall be as specified by the Board of Directors.
SECTION 3. Salaries. The salaries of all officers and agents of
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the Corporation shall be fixed by the Board of Directors.
SECTION 4. Removal and Vacancies. The officers of the Corporation
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shall hold office until their successors are chosen and qualify. Any officer
elected or appointed by the
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Board of Directors may be removed at any time, with or without cause, by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors.
ARTICLE V
CAPITAL STOCK
SECTION 1. Certificates for Shares. Every owner of stock of the
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Corporation shall be entitled to have a certificate or certificates in such
form as the Board of Directors shall prescribe certifying the number of shares
of stock owned by him, except as provided below. The certificates shall be
signed by hand or by facsimile in the name of the Corporation by such officer or
officers as the Board shall appoint. The Board of Directors may provide by
resolution that the stock of the Corporation shall be uncertificated shares.
Notwithstanding the adoption of such a resolution by the Board, every holder of
uncertificated shares shall, upon request, be entitled to receive a certificate,
signed by such officers designated by the Corporation and complying with the
statute, representing the number of shares in registered certificate form. A
record shall be kept of the names of the persons owning any such stock, whether
certificated or uncertificated, and the number of shares owned by each such
person.
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SECTION 2. Lost, Stolen or Destroyed Certificates. The Board of
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Directors may direct a new certificate to be issued in place of any certificate
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed. When authorizing such issue of a new certificate, the Board of
Directors, in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems adequate to protect the Corporation from
any claim that may be raised against it with respect to any such certificate
alleged to have been lost, stolen or destroyed.
SECTION 3. Transfer of Shares. Upon surrender to the secretary of
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the Corporation, or, if a transfer agent for the Corporation has been named by
the Board of Directors, to the transfer agent, of a certificate representing
shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, a new certificate shall be issued to the
person entitled thereto, and the old certificate cancelled and the transaction
recorded upon the books of the Corporation.
SECTION 4. Fixing Record Date. In order that the Corporation may
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determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders or any ad-
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journment thereof, or to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of any stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record date, which
shall not be more than sixty and not less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
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that the Board of Directors may fix a new record date for the adjourned meeting.
SECTION 5. Registered Stockholders. The Corporation shall be
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entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on its books as the
owner of shares, and shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
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SECTION 6. Signing Authority. Except as provided below, all
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contracts, agreements, assignments, transfers, deeds, stock powers or other
instruments of the Corporation may be executed and delivered by the president or
any vice-president or by such other officer or officers, or agent or agents, of
the Corporation as shall be thereunto authorized from time to time either by the
Board of Directors or by power of attorney executed by any person pursuant to
authority granted by the Board of Directors, and the secretary or the treasurer
may affix the seal of the Corporation thereto and attest same. Certificates
issued upon request to holders of uncertificated stock shall be signed by (i)
the president or a vice-president and (ii) the secretary or the treasurer.
ARTICLE VI
GENERAL PROVISIONS
SECTION 1. Dividends. Dividends upon the capital stock of the
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Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock of the Corporation, subject to the provisions of
the Certificate of Incorporation.
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SECTION 2. Reserves. Before payment of any dividend, there may
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be set aside out of any funds of the Corporation available for dividends such
sum or sums as the directors from time to time, in their absolute discretion,
deem proper as a reserve for such purposes as the directors shall deem to be in
furtherance of the interests of the Corporation. The directors may from time
to time, in their absolute discretion, modify or terminate any such reserve
previously established by the Corporation.
SECTION 3. Notices. Whenever, under the provisions of statute,
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the Certificate of Incorporation or of these by-laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Whenever any notice is required to be given under the provisions of
statute, the Certificate of Incorporation or of these by-laws, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
before or after the
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time stated therein, shall be deemed equivalent to the giving of such notice.
SECTION 4. Fiscal Year. The fiscal year of the Corporation shall
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be fixed by resolution of the Board of Directors.
SECTION 5. Checks. All checks or demands for money and notes of
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the Corporation shall be signed by such officer or officers or such other person
or persons as the Board or Directors may from time to time designate.
SECTION 6. Seal. The corporate seal shall have inscribed thereon
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the name of the Corporation, the year of its organization and the words
"Corporate Seal, Delaware". The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or in any manner reproduced.
SECTION 7. Indemnification. The Corporation shall indemnify its
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officers, directors, employees and agents to the fullest extent permitted by the
General Corporation Law of Delaware.
SECTION 8. Amendments. These by-laws may be altered, amended or
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repealed or new by-laws may be adopted, subject to the provisions of the
Certificate of Incorporation, (a) at any regular or special meeting of
stockholders at which
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a quorum is present or represented, by the affirmative vote of a majority of the
votes under all the shares entitled to vote, provided notice of the proposed
alteration, amendment or repeal be contained in the notice of such meeting; or
(b) by the affirmative vote of a majority of the Board of Directors at any
regular or special meeting of the Board. The stockholders shall have authority
to change or repeal any by-laws adopted by the directors.