BYLAWS
OF
MARBRO LAMP COMPANY
ARTICLE I
Stockholders
Section 1. Annual Meeting. The annual meeting of the stockholders of the
corporation shall be held at such place outside of the State of California as
may from time to time be designated by the Board of Directors, on the 15th day
of December in each year (or if said day be a legal holiday, then on the next
succeeding business day), at 9:00 o'clock in the forenoon, 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 stockholders may be
held upon the call of the President or Secretary or of the Board of Directors at
such place outside of the State of California as may be stated in the notice
thereof, and at such time and for such purpose as may be stated in the notice.
It shall be the duty of the President or the Secretary or of the Board of
Directors to call a special meeting of the stockholders whenever requested in
writing to do so by the holders of at least one-third in amount of the stock,
regardless of class, then outstanding and entitled to vote at such meeting.
Section 3. Notice of Meetings. Notice of the time, place and the purpose of
each meeting of the stockholders, signed by the President or a Vice President or
the Secretary or an Assistant Secretary shall be served either personally or by
mail upon each stockholder of record entitled to vote at such meeting not less
than ten (10) days nor more than sixty (60) days before the meeting; provided,
that no notice of adjourned meetings need be given. If mailed, the notice shall
be directed to each stockholder entitled to notice at his address as it appears
on the stock books of the corporation unless he shall have filed with the
Secretary a written request that notices intended for him be mailed to some
other address, in which case it shall be mailed to the address designated in
such request. Such further notice shall be given as may be required by law.
Meetings may be held without notice if all stockholders entitled to vote thereat
are present in person or by proxy or if notice of the time, place and purpose of
such meeting is waived by telegram, facsimile, radiogram, cablegram or other
writing, either before or after the holding thereof, by all stockholders not
present and entitled to vote at such mee4ng.
Section 4. Quorum. The holders of record of a majority of the shares of
stock of the corporation issued and outstanding regardless of class and entitled
to vote thereat, present in person or by proxy, shall, except as otherwise
provided by law or by the Articles of Incorporation of the corporation as from
time to time amended, constitute a quorum at all meetings of the stockholders;
if there be no such quorum, the holders of a majority of such shares so present
or
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represented may adjourn the meeting from time to time to a further date without
further notice other than the announcement at such meeting, and when a quorum
shall be present upon such later day, any business may be transacted which might
have been transacted at the meeting as originally called.
Section 5. Conduct of Meetings. Meetings of the stockholders shall be
presided over by the President, or if he is not present by a Vice President, or
if none of the Vice Presidents are present by a Chairman to be chosen at the
meeting. The Secretary or an Assistant Secretary of the corporation, or in their
absence, a person chosen at the meeting shall act as Secretary of the meeting.
Section 6. Inspectors of Election. Whenever any stockholder present at a
meeting of the stockholders shall request the appointment of inspectors, the
Chairman of the meeting shall appoint inspectors who need not be stockholders.
If the right of any person to vote at such meeting shall be challenged, the
inspectors of election shall determine such right. The inspectors shall receive
and count the votes either upon an election or for the decision of any question,
and shall determine the result. Their certification of any vote shall be prima
facie evidence thereof.
ARTICLE II
Directors
Section 1. Number Qualification Term of Office and Quorum. The property,
business and affairs of the corporation shall be managed by its Board of
Directors to consist of two (2) members, or such other number as may be
established from time to time by resolution of the Stockholders. All directors
shall be of full age. The directors shall be elected at the annual meeting of
the stockholders in each year and shall hold office until the next succeeding
annual meeting of the stockholders and thereafter until their successors shall
be elected and qualified in their stead. A majority of the directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors; provided, that if the directors shall severally
and/or collectively consent in writing to any action to be taken by the
corporation, such action shall be as valid corporate action as though it had
been authorized at a meeting of the directors. 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.
Section 2. Vacancies. Whenever any vacancies shall have occurred in the
Board of Directors by reason of death, resignation, or otherwise, it shall be
filled by the votes of a majority of the directors then in office at any meeting
and the person so elected shall be a director until his successor is elected by
the stockholders, who may make such election at the next annual meeting of the
stockholders, or at any special meeting duly called for that purpose and held
prior thereto.
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Section 3. Meetings. The meetings of the Board of Directors shall be held
at such place or places outside of the State of California as may from time to
time be determined by a majority of the Board. Regular meetings of the Board
shall be held at such time and place as shall from time to time be determined by
resolution of the Board of Directors. Special meetings may be held at any time
upon the call of the President or Vice President or of not less than a majority
of the directors then in office.
Section 4. Notice of Meetings. Written notice of the time and place, and in
the case of special meetings, the purpose, of every meeting of the Board shall
be duly served on or sent, mailed or telegraphed or faxed to each director not
less than three (3) days before the meeting, except that a regular meeting of
the Board may be held without notice immediately after the annual meeting of
stockholders at the same place as such meeting was held, for the purpose of
electing or appointing officers for the ensuing year and the transaction of
other business, provided, that no notice of adjourned meetings need be given.
Meetings may be held at any time without notice if all the directors are present
or if those not present waive notice of the time, place and purpose of such
meeting by telegram, facsimile, radiogram, cablegram or other writing, either
before or after the holding thereof.
Section 5. Executive and Other Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate two or more of
their number to constitute an executive or any other committee, who, to the
extent provided in said resolution, shall have and exercise the authority of the
Board of Directors with regard to the management of the business of the
corporation between the meetings of the Board, but subject to the California
Corporation Law (the "Act") and any limitations set forth in the Articles of
Incorporation of the corporation.
ARTICLE III
Officers
Section 1. Election or Appointment. The Board of Directors as soon as
practicable after the annual election of the directors in each year shall elect
a President of the corporation, a Secretary and a Treasurer; and may from time
to time select a Chairman of the Board, one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers. The same person may hold any two offices.
No officer shall execute, acknowledge or verify any instrument in more than one
capacity. The Board of Directors may also appoint such other officers and agents
as it may deem necessary for the transaction of business of the corporation.
Section 2. Term of Offices. The term of office of all officers shall be one
year or until their respective successors are chosen but any officer may be
removed from office at any meeting of the Board of Directors by the affirmative
vote of a majority of the directors then in office, whenever in their judgment
the business interests of the corporation will be served thereby. The Board of
Directors shall have power to fill any vacancies in any offices occurring from
whatever reason.
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Section 3. Powers and Duties. The officers of the corporation shall
respectively have such powers and perform such duties in the management of the
property and affairs of the corporation, subject to the control of the
directors, as generally pertain to their respective offices, as well as such
additional powers and duties as may from time to time be conferred by the Board
of Directors.
Section 4. General Powers as to Negotiable Paper. The Board of Directors
may, from time to time, prescribe the manner of the making, signature or
endorsement of bills of exchange, notes, drafts, checks, acceptances,
obligations and other negotiable paper or other instruments for the payment of
money and designate the officer or officers and or agent or agents who shall,
from time to time, be authorized to make, sign or endorse the same on behalf of
the corporation.
ARTICLE IV
Certificates of Stock
Section 1. Form and Transfer. The interest of each stockholder in 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 in accordance with
the laws of the State of California. Shares of stock of the corporation may be
transferred on the books of the corporation in the manner prescribed by the laws
of the State of California by the holder thereof in person or by his duly
authorized attorney upon surrender for cancellation of certificates for the same
number of shares of the same class with an assignment and power of attorney duly
endorsed thereon or attached thereto, duly executed and such proof of the
authenticity of the signature as the corporation or its agents may reasonably
require.
Section 2. Signature Countersignature and Registration. The certificates of
stock of the corporation shall be signed by or in the name of the corporation by
the President or a Vice President, and the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer, and may be sealed with the seal of
the corporation and countersigned and registered in such manner, if any, as the
Board of Directors may by resolution prescribe; and to this end the Board of
Directors may, from time to time, appoint such Transfer Agents and Registrars of
stock of any class within or outside of the State of California as may seem
expedient to it; provided, that where such certificate is signed (1) by a
Transfer Agent or an Assistant Transfer Agent, or (2) by a Transfer Clerk acting
on behalf of such corporation and a Registrar, the signature of any such
President, Vice President, Secretary, Assistant Secretary, Treasurer or
Assistant Treasurer and/or the seal of the corporation may be a facsimile. In
case any officer or officers, who shall have signed, or whose facsimile
signature or signatures shall have been used on any certificate or certificates,
shall cease to be such officer or officers, 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 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.
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Section 3. Stock Ledger. It shall be the duty of the Secretary of the
corporation to prepare and make or cause to be prepared and made, at least ten
(10) days before every election of directors, a complete list of the
stockholders entitled to vote at said election, arranged in alphabetical order.
Such list shall be open at the place where said election is to be held or at the
principal office of the corporation in the State of California for at least ten
(10) days before such election, for examination by any registered stockholder
entitled to vote at such election and shall be produced and kept at the time and
place of election during the whole time thereof, and shall be subject to the
inspection of any registered stockholder or his proxy who may be present. The
original or duplicate stock ledger or a list shall be the only evidence as to
who are stockholders entitled to examine such list or the books of such
corporation, or to vote in person or by proxy at such election.
Section 4. Lost, Destroyed or Stolen Certificates. If the owner of a
certificate of shares of the capital stock of the corporation claims that such
certificate has been lost, destroyed or wrongfully taken, the corporation shall
issue a new certificate for the same number of shares of the same class in lieu
thereof, provided that the owner of such original certificate notifies the
corporation in writing of such loss, destruction or wrongful taking before the
corporation receives notice that such certificate has been acquired by a
purchaser for value and without notice, files with the corporation a bond
indemnifying the corporation, its officers and directors, and its transfer
agents and registrars, if any, to the satisfaction of the Board of Directors,
and satisfies any other reasonable requirements imposed by the Board of
Directors.
Section 5. Record Dates. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other action, the
Board may fix, in advance, a date as the record date of any such determination
of stockholders. Such date shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action.
ARTICLE V
Fiscal Year: Seal
Section 1. Fiscal Year. The fiscal year of the corporation shall begin on
the 1st day of January of each year and shall end on the 31st day of December
following.
Section 2. Corporate Seal. The Board of Directors may provide a suitable
corporate seal for use by the corporation.
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ARTICLE VI
Indemnification of Directors and Officers
The corporation shall, to the fullest extent permitted by the Act,
indemnify any director, officer or employee of the corporation whom it shall
have power to indemnify under such Act from and against any and all of the
expenses, liabilities or other matters referred to in or covered by such Act and
may indemnify any agent of the corporation to the such extent and to such effect
as the Board of Directors shall determine to be appropriate and permitted by
applicable law, as the same exists or may hereafter be amended.
ARTICLE VII
Amendments
The Bylaws of the corporation may be amended, added to, or repealed, or
other or new Bylaws may be adopted in lieu thereof, by the Board of Directors of
the corporation. A Bylaw changing the number of the Board of Directors must be
approved by the stockholders.
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