Exhibit 3.02
BY-LAWS
of
GLOFANE CO. INC.
Article 1.
MEETING OF STOCKHOLDERS
Sec. 1. ANNUAL MEETING. The annual meeting of Stockholders shall be
held at the principal office of the Corporation, in the County of Queens
or at such other places as the Board of Directors may from time to time
determine, on the 1st day of July of each year, at 10:00 o'clock in the
forenoon of that day. If the day so designated falls upon a Sunday or a legal
holiday, then the meeting shall be held upon the first business day thereafter.
The Secretary shall serve personally, or by mail a written notice thereof, not
less than ten nor more than forty days previous to such meeting addressed to
each stockholder at his address as it appears on the stock book; but at any
meeting at which all stockholders shall be present, or of which all stockholders
not present have waived notice in writing, the giving of notice as above
required may be dispensed with.
BY-LAWS
of
GLOFANE CO. INC.
(Name changed to EASTCO INDUSTRIAL SAFETY CORP.)
Article 1.
MEETING OF STOCKHOLDERS
Sec. 1. ANNUAL MEETING. The annual meeting of Stockholders shall be
held at the principal office of the Corporation, in the County of Queens
or at such other places as the Board of Directors may from time to time
determine, on the 1st day of July of each year, at 10:00 o'clock in the
forenoon of that day. If the day so designated falls upon a Sunday or a legal
holiday, then the meeting shall be held upon the first business day
thereafter. The Secretary shall serve personally, or by mail a written notice
thereof, not less than ten nor more than forty days previous to such meeting
addressed to each stockholder at his address as it appears on the stock book;
but at any meeting at which all stockholders shall be present, or of which all
stockholders not present have waived notice in writing, the giving of notice
as above required may be dispensed with.
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Sec. 2. SPECIAL MEETINGS. Special Meetings of Stockholders other than
those regulated by statute, may be called at any time by a majority of the
Directors. Notice of such meeting stating the purpose for which it is called
shall be served personally or by mail, not less than 5 days before the date
set for such meeting. If mailed, it shall be directed to a stockholder at his
address as it appears on the stock book; but at any meeting at which all
stockholders shall be present, or of which stockholders not present have
waived notice in writing, the giving of notice as above described may be
dispensed with. The Board of Directors shall also, in like manner, call a
special meeting of stockholders whenever so requested in writing by
stockholders representing not less than one-half of the capital stock of the
company. The President may in his discretion call a special meeting of
stockholders upon ten days notice. No business other than that specified in
the call for the meeting, shall be transacted at any meeting of the
stockholders, except upon the unanimous consent of all the stockholders
entitled to notice thereof.
Sec. 3. VOTING. At all meetings of the Stockholders of record having
the right to vote, each stockholder of the Corporation is entitled to one vote
for each share of stock having voting power standing in the name of such
stockholder on the books of the company. Votes may be cast in person or by
written authorized proxy.
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Sec. 4. PROXY. Each proxy must be executed in writing by the
stockholder of the Corporation or his duly authorized attorney. No proxy shall
be valid after the expiration of eleven months from the date of its execution
unless it shall have specified therein its duration.
Every proxy shall be revocable at the discretion of the person
executing it or of his personal representative or assigns.
Sec. 5. QUORUM.
The number of shares of any class having voting power, the holders of
which shall be present in person or represented by proxy at any meeting of the
stockholders in order to constitute a quorum for the transaction of any
business or any specified item of business shall be majority outstanding.
If a quorum shall not be present or represented, the stockholders
entitled to a vote thereat, present in person or represented by proxy, shall
have power to adjourn from time to time the meeting until a quorum shall be
present or represented. At such adjourned meeting at which quorum shall be
present or represented any business or any specified item of business may be
transacted which might have been transacted at the meeting as originally
notified.
The number of votes or consents of the holder of any class of stock
having voting power which shall be necessary for the transaction of any
business or any specified item of business at any meeting of stockholders,
including amendments to the certificate of incorporation, or the giving of any
consent, shall be majority present.
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Article II.
DIRECTORS
Sec. 1. NUMBER. The affairs and business of this Corporation shall be
managed by a Board of Directors composed of 3 to 7 members who need not be
stockholders of record, and at least one of such Directors shall be a resident
of the State of New York and a citizen of the United States.
Sec. 2. HOW ELECTED. At the annual meeting of Stockholders, the 3 to
7 persons receiving a plurality of the votes cast shall be directors and shall
constitute the Board of Directors for the ensuing year.
Sec. 3. TERM OF OFFICE. The term of office of each of the Directors
shall be one year, and thereafter until his successor has been elected.
Sec. 4. DUTIES. The Board of Directors shall have the control and
general management of the affairs and business of the Corporation. 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 of the Company, as they may deem proper, not
inconsistent with these By-Laws and the Laws of the State of New York.
Sec. 5. DIRECTORS' MEETINGS. Regular meetings of the Board of
Directors shall be held immediately following the annual meeting of the
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Stockholders, and at such other times as the Board of Directors may determine.
Special meetings of the Board of Directors may be called by the President at
any time, and shall be called by the President or the Secretary upon the
written request of 2 directors.
Sec. 6. NOTICE OF MEETINGS. Notice of meetings, other than the
regular annual meeting shall be given by service upon each Director in person,
or by mailing to him at his last known post-office address, at least 5 days
before the date therein designated for such meeting, including the day of
mailing, of a written or printed notice thereof specifying the time and place
of such meeting, and the business to be brought before the meeting and no
business other than that specified in such notice shall be transacted at any
special meeting. At any meeting at which every member of the Board of
Directors shall be present, although held without notice, any business may be
transacted which might have been transacted if the meeting had been duly
called.
Sec. 7. VOTING. At all meetings of the Board of Directors, each
Director is to have one vote, irrespective of the number of shares of stock
that he may hold. 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.
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Sec. 8. VACANCIES. Vacancies in the Board occuring between annual
meetings shall be filled for the unexpired portion of the term by a majority
of the remaining Directors.
Sec. 9. REMOVAL OF DIRECTORS. Any one or more of the Directors may be
removed either with or without cause, at any time by a vote of the
stockholders holding a majority of the stock, at any special meeting called
for the purpose.
Sec. 10. WAIVER OF NOTICE. Whenever by statute, the provisions of the
certificate of incorporation or these by-laws the stockholders or the Board of
Directors are authorized to take any action after notice, such notice may be
waived, in writing, before or after the holding of the meeting, by the person
or persons entitled to such notice, or, in the case of a stockholder, by his
attorney thereunto authorized.
Sec. 11. QUORUM. The number of directors who shall be present at any
meeting of the Board of Directors in order to constitute a quorum for the
transaction of any business or any specified item of business shall be
majority.
The number of votes of directors that shall be necessary for the
transaction of any business or any specified item of business at any meeting
of the Board of Directors shall be majority present.
If a quorum shall not be present at any meeting of the Board of
Directors, those present may adjourn the meeting from time to time, until a
quorum shall be present.
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Article III.
OFFICERS.
Sec. 1. NUMBER. The officers of this Corporation shall be:-
President.
Vice-President.
Secretary.
Treasurer.
Any officer may hold more than one office.
Sec. 2. ELECTION. All officers of the Corporation shall be elected
annually by the Board of Directors at its meeting held immediately after the
meeting of stockholders, and shall hold office for the term of one year or
until their successors are duly elected. Officers need not be members of the
board.
The board may appoint such other officers, agent and employees as it
shall deem necessary who shall have such authority and shall perform such
duties as from time to time shall be prescribed by the board.
Sec. 3. DUTIES OF OFFICERS. The duties and powers of the officers of
the Company shall be as follows:
PRESIDENT
The President shall preside at all meetings of the Board of Directors
and Stockholders.
He shall present at each annual meeting of the Stockholders and
Directors a report of the condition of the business of the Company.
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He shall cause to be called regular and special meetings of the
Stockholders and Directors in accordance with these By-Laws.
He shall appoint and remove, employ and discharge, and fix the
compensation of all servants, agents, employees, clerks of the Corporation
other than the duly appointed officers, subject to the approval of the Board
of Directors.
He shall sign and make all contracts and agreements in the name of
the corporation.
He shall see that the books, reports, statements and certificates
required by the statutes are properly kept, made and filed according to law.
He shall sign all certificates of stock, notes, drafts or bills of
exchange, warrants or other orders for the payment of money duly drawn by the
Treasurer.
He shall enforce these By-Laws and perform all the duties incident to
the position and office, and which are required by Law.
VICE-PRESIDENT.
During the absence or inability of the President to render and
perform his duties or exercise his powers, as set forth in these By-Laws or in
the acts under which this Corporation is organized, the same shall be
performed and exercised by the Vice-President; and who so acting, he shall
have all the powers and be subject to all the responsibilities hereby given to
or imposed upon such President.
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SECRETARY
The Secretary shall keep the minutes of the meetings of the Board of
Directors and of the Stockholders in appropriate books.
He shall give and serve all notices of the Corporation.
He shall be custodian of the records and of the seal, and affix the
latter when required.
He shall keep the stock and transfer books in the manner prescribed
by law, so as to show at all times the amount of capital stock, the manner and
the time the same was paid in, the names of the owners thereof, alphabetically
arranged, their respective places of residence, their post-office addresses,
the number of shares owned by each, the time at which each person became such
owner, and the amount paid thereon; and keep such stock and transfer books
open daily during business hours at the office of the Corporation, subject to
the inspection of any Stockholder of the Corporation, and permit such
Stockholder to make extracts from said books to the extent and as prescribed
by law.
He shall sign all certificates of stock.
He shall present to the Board of Directors at their stated meetings
all communications addressed to him officially by the President or any officer
or shareholder of the Corporation.
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He shall attend to all correspondence and perform all the duties
incident to the office of the Secretary.
TREASURER.
The Treasurer shall have the care and custody of and be responsible
for all the funds and securities of the Corporation, and deposit all such
funds in the name of the Corporation in such bank or banks, trust company or
trust companies or safe deposit vaults as the Board of Directors may
designate.
He shall sign, make, and endorse in the name of the Corporation, all
checks, drafts, warrants and orders for the payment of money, and pay out and
dispose of same and receipt therefor, under the direction of the President or
the Board of Directors.
He shall exhibit at all reasonable times his books and accounts to
any director or stockholder of the Company upon application at the Corporation
during business hours.
He shall render a statement of the conditions of the finances of the
Corporation at each regular meeting of the Board of Directors, and at such
other times as shall be required of him, and a full financial report at the
annual meeting of the stockholders.
He shall keep at the office of the Corporation, correct books of
account of all its business and transactions and such other books of account
as the Board of Directors may require.
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He shall do and perform all duties appertaining to the office of
Treasurer.
Sec. 4. BOND. The Treasurer shall, if required by the Board of
Directors, give to the Corporation such security for the faithful discharge of
his duties as the Board may direct.
Sec. 5. VACANCIES, HOW FILLED. All vacancies in any office, shall be
filled by the Board of Directors without undue delay, at its regular meeting
or at a meeting specially called for that purpose. During the absence of any
officer of the Corporation, or for any reason that the Board of Directors may
deem sufficient, the Board may, except as specifically otherwise provided in
these By-Laws, delegate the powers or duties of such officers to any other
officer or director for the time being, provided a majority of the entire
Board concur therein.
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Sec. 6. COMPENSATION OF OFFICERS. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.
Sec. 7. REMOVAL OF OFFICERS. The Board of Directors may remove any
officer, by a majority vote, at any time with or without cause.
Article IV.
CERTIFICATES OF STOCK.
Sec. 1. DESCRIPTION OF STOCK CERTIFICATES. The certificates of stock
shall be numbered and registered in the order in which they are issued. They
shall be bound in a book and shall be issued in consecutive order therefrom,
and in the margin thereof shall be entered the name of the person owning the
shares therein represented, with the number of shares and the date thereof.
Such certificates shall exhibit the holder's name and the number of shares.
They shall be signed by the President or Vice-President, and countersigned by
the Secretary or Treasurer and sealed with the seal of the Corporation. By
amendment approved April 25, 1973, certificates may be unbound.
Sec. 2. TRANSFER OF STOCK. The stock of the Corporation shall be
assignable and transferable on the books of the Corporation only by the person
in whose name it appears on said books, his legal representatives or by his
duly authorized agent. In case of transfer by attorney, the power of attorney,
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duly executed and acknowledged, shall be deposited with the Secretary. In all
cases of transfer, the former certificate must be surrendered up and canceled
before a new certificate be issued. No transfer shall be made upon the books of
the Corporation within ten days next preceding the annual meeting of the
shareholders. By amendment approved April 25, 1973, the last sentence is
deleted.
Sec. 3. LOST CERTIFICATES. If a stockholder shall claim to have lost
or destroyed a certificate or certificates of stock issued by the Corporation,
the Board of Directors may, at its discretion, direct that the new certificate
or certificates issued, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed, and upon the
deposit of a bond or other indemnity in such form and with such sureties if
any as the Board may require.
Article V.
Sec. 1. SEAL. The seal of the corporation shall be as follows:
[SEAL]
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Article VI.
DIVIDENDS
Sec. 1. WHEN DECLARED. The Board of Directors shall by vote declare
dividends from the surplus profits of the Corporation whenever, in their
opinion, the condition of the Corporation's affairs will render it expedient
for such dividends to be declared.
Sec. 2. RESERVE. The Board of Directors may set aside out of the net
profits of the Corporation available for dividends such sum or sums, before
payment of any dividend, as the Board in their absolute discretion think
proper as a reserve fund, to meeting contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Directors shall think conducive to the interests
of the Corporation, and they may abolish or modify any such reserve in the
manner in which it was created.
Article VII.
BILLS, NOTES, ETC.
Sec. 1. HOW MADE. All bills payable, notes, checks, drafts, warrants
or other negotiable instruments of the Corporation shall be made in the name
of the Corporation, and shall be signed by the Secretary or Treasurer and
countersigned by the President or Vice-President. No officer or agent of the
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Corporation, either singly or jointly with others, shall have the power to
make any bill payable, note, check, draft or warrant or other negotiable
instrument, or endorse the same in the name of the Corporation, or contract or
cause to be contracted any debt or liability in the name or in behalf of the
Corporation, except as herein expressly prescribed and provided.
Article VIII.
AMENDMENTS.
Sec. 1. HOW AMENDED. These By-Laws may be altered, amended, repealed
or added to by the vote of the Board of Directors of this corporation at any
regular meeting of said Board, or at a special meeting of Directors called for
that purpose provided a quorum of the Directors as provided by law and by the
Certificate of Incorporation, are present at such regular or special meeting.
These By-Laws, and any amendments thereto and new By-Laws added by the
Directors may be amended, altered or replaced by the stockholders at any
annual or special meetings of the stockholders.
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Article IX.
FISCAL YEAR
Sec. 1. The Fiscal Year shall begin the 1st day of July.
Upon motion duly made and carried the principal office of the
Corporation was fixed at 10-21 Clintonville Street, Whitestone in the City of
New York, County of Queens, States of New York or at such other places as the
Board of Directors may from time to time determine.
/s/ Alice Densen
-------------------------
Secretary
Alice Densen
/s/ Alan Densen
- -----------------------------
Chairman
Alan Densen
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ARTICLE X
Amendment to By-Laws Approved by the
Board of Directors on September 8, 1988
Sec. 1. Indemnification of Directors and Officers. Any person made,
or threatened to be made, a party to an action or proceeding, whether civil or
criminal, by reason of the fact that he, his testator or intestate, is or was
a director or officer of the corporation or of any other corporation of any
type or kind, of any partnership, joint venture, trust employee benefit plan
or other enterprise, which he served as such at the request of the corporation
shall be indemnified by the corporation in the manner and to the fullest
extent permitted by law, as amended from time to time.
Sec. 2. Indemnification of Others. The corporation may indemnify any
other person whom the corporation is permitted to indemnify or to reimburse or
advance expenses to the fullest extent permitted by law, whether pursuant to
rights granted pursuant to or provided by the New York Business Corporation
Law or other rights created by (i) a resolution of shareholders, (ii) a
resolution of directors, or (iii) an agreement providing that this Article X
authorized the creation of other rights in any such manner.
Sec. 3. Reimbursement and Advances. The corporation shall, from time
to time, reimburse or advance to any person referred to in Sec. 1 the funds
necessary for payment of expenses (including attorneys' fees, costs and
charges) incurred in connection with any action or proceeding referred to in
Sec. 1 upon receipt of a written undertaking by or on behalf of such person to
repay such amount(s) if a judgment or other final adjudication adverse to such
person established that (i) his acts were committed in bad faith or were the
result of active and deliberate dishonesty and, in either case, were material
to the cause of action so adjudicated, or (ii) he personally gained in fact a
financial profit or other advantage to which he was not legally entitled.
Nothing contained in this Sec. 3 shall limit the right of the corporation,
from time to time, to reimburse or advance funds to any person referred to in
Sec. 2.
Sec. 4. Determination of Entitlement. Any person entitled to
indemnification or to the reimbursement or advancement of expenses as a matter
of right pursuant to this Article X may elect to have the right to
indemnification (or reimbursement or advancement of expenses) interpreted on
the basis of the applicable law in effect at the time of the occurrence of the
event or events giving rise to the action or proceeding, to the extent
permitted by law, or on the basis of the applicable law in effect at the time
indemnification is sought.
Sec. 5. Contractual Right. The right to indemnification or to the
reimbursement or advancement of expenses pursuant to Secs. 1 or 3 of this
Article X or a resolution authorized pursuant to Sec. 2 of this Article X (i)
is a contract right pursuant to which the person entitled thereto may bring
suit as if the provisions hereof (or of any such resolution) were set forth in
a separate written contract between the corporation and such person, (ii) is
intended to be retroactive and shall to the extent permitted by law, be
available with respect to events occurring prior to the adoption hereof, and
(iii) shall continue to exist after the rescission or restrictive modification
hereof with respect to events occurring prior thereto. The corporation shall
not be obligated under this Article X (including any resolution or agreement
authorized by Sec. 2 of this Article X) to make any payment hereunder (or
under any such resolution or agreement) to the extent that person seeking
indemnification hereunder (or under any such resolution or agreement) has
actually received payment (under any insurance policy, resolution, agreement
or otherwise) of the amounts otherwise indemnifiable hereunder (or under any
such resolution or agreement).
Sec. 6. Judicial Claims. If a request for indemnification or for
reimbursement or advancement of expenses pursuant to Sec. 3 of this Article X
is not paid in full by the corporation within thirty days after a written
claim has been received by the corporation, the claimant may at any time
thereafter bring suit against the corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be
entitled also to be paid the expenses of prosecuting such claim. Neither the
failure of the corporation (including its Board of Directors, independent
legal counsel or shareholders) to have made a determination prior to the
commencement of such action that indemnification of or reimbursement or
advancement of expenses to the claimant is proper in the circumstances, nor an
actual determination by the corporation (including its Board of Directors,
independent legal counsel or shareholders) that the claimant is not entitled
to indemnification or to the reimbursement or advancement of expenses, shall
be a defense to the action or create a presumption that the claimant is not so
entitled.
Sec. 7. Successor Corporation. For purposes of this Article X, the
terms "the corporation" shall include any legal successor to the corporation,
including any corporation which acquires all or substantially all of the
assets of the corporation in one or more transactions.
Sec. 8. Nonexclusivity. The rights granted pursuant to or provided by
the foregoing provisions of this Article X shall be in addition to and shall
not be exclusive of any other rights to indemnification and expenses to which
such person may otherwise be entitled by law, contract or otherwise.
ARTICLE X - INDEMNIFICATION
The corporation shall indemnify any person made a party to an action
by or in the right of the corporation to procure a judgement in its favor by
reason of his being or having been a director or officer of the corporation,
or of any other corporation which he served as such at the request of the
corporation, against the reasonable expenses including attorneys' fees,
actually and necessarily incurred by him in connection with an appeal therein,
except in relation to matters as to which such director or officer is adjudged
to have been guilty of negligence or misconduct in the performance of his duty
to the corporation.
The corporation shall indemnify any person made a party to an action,
suit or proceeding other than one by or in the right of the corporation to
procure a judgement in its favor, whether civil or criminal, brought to impose
a liability or penalty on such person for an act alleged to have been
committed by such person in his capacity of director or officer of the
corporation, or of any other corporation which he served as such at the
request of the corporation, against judgements, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, actually
necessarily incurred as a result of such action, suit or proceeding, or any
appeal therein, if such director or officer acted in good faith in the
reasonable belief that such action was in the best interests of the
corporation, and in criminal actions or proceedings, without reasonable ground
for belief that such action was unlawful. The termination of any such civil or
criminal action, suit or proceeding by judgement, settlement, conviction or
upon a plea of nolo contendere shall not in itself create a presumption that
any such director or officer did not act in good faith in the reasonable
belief that such action was in the best interests of the corporation or that
he had reasonable ground for belief that such action was unlawful. Added to
By-Laws on January 31, 1985.
EXHIBIT "1"
BYLAW AMENDMENT
Article II.
DIRECTORS
Sec. 2. CLASSIFICATION OF DIRECTORS. The directors shall be divided into two
classes with as nearly equal members in each class as possible. At
the annual meeting of Stockholders, nominees for directors receiving
a plurality of votes cast shall be elected as directors.
Sec. 3. TERM OF OFFICE. The term of office of the first class of director
shall expire at the first annual meeting of the Corporation after
their election. The term of office of the second class of directors
shall expire at the second succeeding annual meeting. At each annual
meeting after the election of the first classified board, directors
shall be elected for a term of two years to replace those whose terms
shall expire.
Sec. 9. REMOVAL OF DIRECTORS. Any one or more of the Directors may be
removed for cause at any time by a vote of the stockholders holding a
majority of the stock, at any special meeting called for the purpose.
BYLAW AMENDMENT
Article II
DIRECTORS
Sec. 12. DIRECTOR AND COMMITTEE ACTION BY CONFERENCE TELEPHONE. Any
one or more members of the board of directors, or of any committee
thereof, may participate in a meeting of such board or committee by
means of a conference telephone or similar equipment which allows all
persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence at such
meeting.