ACTION OF SOLE SHAREHOLDER
WITHOUT A MEETING
* * * * * * * *
Eagle-Picher Industries, Inc., being the sole shareholder of Daisy Parts,
Inc., a Michigan corporation ("the Corporation"), hereby amends and restates the
Bylaws of the Corporation to provide as follows:
BYLAWS
ARTICLE 1
STOCK
SECTION 1. CERTIFICATES OF SHARES. The Certificates for shares of
the Capital Stock of the Corporation shall be in such form, not inconsistent
with the Articles of Incorporation of the Corporation, as shall be prepared or
be approved by the Board of Directors. The Certificates shall be signed by the
President or Vice President, and also by the Secretary.
SECTION 2. TRANSFER OF SHARES. Shares of the Capital Stock of the
Corporation shall be transferred by endorsement of the certificate representing
said shares by the registered holder thereof or his attorney and surrender of
the certificate to the Secretary for cancellation. Whereupon the Secretary shall
issue to the transferee or transferees, as specified by the endorsement upon the
surrendered certificate, a new certificate for a like number of shares.
Transfers shall only be made upon the books of the Corporation upon said
surrender and cancellation. Transfers shall entitle the transferee to all the
privileges, rights and interests of a shareholder of the Corporation.
SECTION 3. CLOSING THE STOCK BOOKS. The stock books shall be closed
for the meeting of the shareholders, and for the payment of dividends during
such period, not more than forty days nor less than ten days before the date of
the shareholders' meeting, as from time to time may be determined by the Board
of Directors, and during such period no stock shall be transferred upon said
books.
SECTION 4. LIEN. The Corporation shall have a lien upon all stock
or property of its members invested therein, for all
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debts due to it by the owners thereof.
SECTION 5. LOST CERTIFICATES. In case of the loss of any
certificate of shares of stock, upon affidavit by the registered holder or his
representative of such loss, and subject to any additional requirement of the
Board of Directors , the Secretary shall issue a duplicate certificate in its
place, upon the Corporation's being fully indemnified therefor.
SECTION 6. DIVIDENDS. The Board of Directors, in its discretion
from time to time, may declare dividends upon the Capital Stock from the surplus
and net profits of the Corporation.
SECTION 7. FISCAL YEAR. The fiscal year of the Corporation shall
end on the 30th day of November in each year.
SECTION 8. CORPORATE SEAL. The Board of Directors shall provide a
suitable corporate seal, which seal shall be in charge of the Secretary, and
shall be used by him.
ARTICLE 2
SHAREHOLDERS' MEETING
SECTION 1. TIME, PLACE AND PURPOSE. Meetings of the shareholders of
the Corporation shall be held annually at the registered office of the
Corporation in Hillsdale at 10:00 a.m. on the third (3rd) Tuesday of August of
each year, if not a legal holiday, and if a legal holiday, then on the day
following, for the purpose of electing directors, and for the transaction of
such other business as may be brought before the meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders
may be called by the President and Secretary, and shall be called by either of
them at the request in writing or by vote of a majority of the Board of
Directors, or at the request in writing by shareholders of record owning a
majority in amount of the entire Capital Stock of the Corporation issued and
outstanding.
SECTION 3. NOTICE. Written notice of any shareholders' meeting
shall be mailed to each shareholder at his last known address, as the same
appears on the stock books of the Corporation, or otherwise, at least ten days
prior to any meeting. Any notice of a special meeting shall indicate briefly the
object or objects thereof. If all the shareholders waive notice of the meeting,
no notice of the same shall be required; and whenever all the shareholders shall
meet in person or by proxy, such meeting shall be valid for all purposes,
without call or notice, and at such meeting any corporate action shall not be
invalid for want of
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notice.
SECTION 4. QUORUM. At any meeting of the shareholders, the holders
of sixty percent of all the voting shares of the Capital Stock of the
Corporation issued and outstanding, present in person or represented by proxy,
shall constitute a quorum. Meetings at which less than a quorum is represented
may, however, be adjourned from time to time to a future date by those who
attend, without further notice other than the announcement at such meeting; and
when a quorum shall be present upon any such adjourned day, any business may be
transacted which might have been transacted at the meeting as originally called.
SECTION 5. VOTING. Each shareholder shall be entitled to one vote
for each share of voting stock standing registered in his or her name on the
stock books of the Corporation, in person or by proxy duly appointed in writing
and filed with the Secretary of the meeting, on all questions and elections. No
proxy shall be voted after three years from its date unless said proxy provides
for a longer period.
SECTION 6. ORGANIZATION. The President shall call meetings of the
shareholders to order and shall act as Chairman of such meetings, unless
otherwise determined by the holders of a majority of all the shares of the
Capital Stock issued and outstanding, present in person or by proxy. The
Secretary of the Corporation shall act as Secretary of all meetings of the
Corporation; but in the absence of the Secretary at any meeting of the
shareholders or his inability to act as Secretary, the presiding officer may
appoint any person to act as Secretary of the meeting.
SECTION 7. INSPECTORS. Whenever any shareholder present at a
meeting of shareholders shall request the appointment of inspectors, a majority
of the shareholders present at such meeting and entitled to vote thereat shall
appoint inspectors who need not be shareholders. 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. A writing by the inspectors certifying any vote shall be prima facie
evidence thereof.
SECTION 8. NEW SHAREHOLDERS. Every person becoming a shareholder in
the Corporation shall be deemed to assent to these Bylaws, and shall designate
to the Secretary the address to which he desires that the notice herein required
to be given may be sent; and all notices mailed to such addresses, with postage
prepaid, shall be considered as duly given at the date of mailing. Any person
failing to so designate his address shall be deemed to have waived notice of
such meeting.
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SECTION 9. ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the shareholders at any annual or special meeting may be taken by
a writing signed by all of the shareholders indicating their unanimous consent.
ARTICLE 3
DIRECTORS
SECTION 1. DUTIES, NUMBER, CLASSIFICATION AND TERM OF OFFICE. The
business and the property of the Corporation shall be managed and controlled by
the Board of Directors. The number of Directors shall be three, but the number
may be changed from time to time by the alteration of these Bylaws. Directors
shall hold office for a term of one year, and/or until their successors are
elected and qualified.
SECTION 2. PLACE OF MEETING. The Directors may hold their meetings
in such place or places within or without this State as a majority of the Board
of Directors may from time to time determine.
SECTION 3. MEETINGS. Meetings of the Board of Directors may be
called at any time by the President or Secretary, or by a majority of the Board
of Directors. Directors shall be notified in writing, personally or by telephone
of the time, place and purpose of all meetings of the Board at least three days
prior to the meeting, except the regular meeting held immediately after the
annual meeting of shareholders. Any Director shall, however, be deemed to have
waived such notice by his attendance at any meeting.
SECTION 4. QUORUM. A majority of the Board of Directors shall
constitute a quorum for the transaction of business; and if at any meeting of
the Board of Directors there be less than a quorum present, a majority of those
present may adjourn the meeting from time to time.
SECTION 5. VACANCIES. Vacancies in the Board of Directors shall be
filled by the remaining members of the Board. A Director so elected to fill any
vacancy shall be a director until his successor is elected by the shareholders,
who may make such election at the next annual meeting of the stockholders or at
any special meeting duly called for that purpose.
SECTION 6. COMPENSATION. No Director shall receive any salary or
compensation for his services as Director, unless otherwise especially ordered
by the Board of Directors or by Bylaw.
SECTION 7. ACTION WITHOUT MEETING. Any action required
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or permitted to be taken by the Board of Directors at any regular, annual , or
special meeting may be taken by the Directors by a writing signed by all of the
Directors indicating their unanimous consent.
ARTICLE 4
OFFICERS
SECTION 1. The Board of Directors shall select a President, a
Secretary and a Treasurer and may select one or more Vice-Presidents, Assistant
Secretaries and Assistant Treasurers, who shall be elected by the Board of
Directors at their regular meeting held immediately after the adjournment of the
regular annual shareholders' meeting. The term of office shall be for one year
and/or until their successors are chosen. No one of such officers need be a
director. Any two of the above offices, except those of President and
Vice-President, may be held by the same person, but no officer shall execute,
acknowledge, or verify any instrument in more than one capacity. The Board of
Directors may fix the salaries of the officers of the Corporation.
SECTION 2. The Board of Directors may also appoint such other
officers and agents as it may deem necessary for the transaction of the business
of the Corporation. All officers and agents shall respectively have such
authority and perform such duties in the management of the property and affairs
of the Corporation as may be designated by the Board of Directors. Any officer
or agent may be removed, or any vacancies filled, by the Board of Directors
whenever in its judgment the business interests of the Corporation will be
served thereby.
SECTION 3. The Board of Directors may secure the fidelity of any or
all of such officers by bond or otherwise.
ARTICLE 5
DUTIES OF OFFICERS
SECTION 1. PRESIDENT. The President shall be the chief executive
officer of the Corporation, and in the recess of the Board of Directors shall
have the general control and management of its business and affairs, subject,
however, to the right of the Board of Directors to delegate any specific power
to any other officer or officers of the Corporation, except such as may be by
statute exclusively conferred upon the President.
SECTION 2. VICE-PRESIDENT. In case the office of
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President shall become vacant by death, resignation, or otherwise, or in case of
the absence of the President, or his disability to discharge the duties of his
office, such duties shall, for the time being, devolve upon the Vice-President
designated by the Board, who shall do and perform such other acts as the Board
of Directors may, from time to time, authorize him to do.
SECTION 3. TREASURER. The Treasurer shall have custody and keep
account of all money, funds and property of the Corporation, unless otherwise
determined by the Board of Directors, and he shall render such accounts and
present such statements to the Directors and President as may be required of
him. He shall deposit all funds of the Corporation which may come into his hands
in such bank or banks as the Board of Directors may designate. He shall keep all
bank accounts in the name of the Corporation and shall exhibit his books and
accounts, at all reasonable times, to any Director of the Corporation upon
application at the office of the corporation during business hours. He shall pay
out money as the business may require upon the order of the properly constituted
officer or officers of the Corporation, taking proper vouchers therefor;
provided, however, that the Board of Directors shall have the power by
resolution to delegate any of the duties of the Treasurer to other officers, and
to provide by what officers, if any, all bills, notes, checks, vouchers, orders
or other instruments shall be countersigned. He shall perform, in addition, such
other duties as may be delegated to him by the Board of Directors.
SECTION 4. SECRETARY. The Secretary of the Corporation shall keep
the minutes of all the meetings of the shareholders and Board of Directors in
books provided for that purpose. He shall attend to the giving and receiving of
all notices of the Corporation. He shall have charge of the stock books and such
other books and records as the Board of Directors may direct, all of which,
shall at all reasonable times be open to the examination of any Director upon
application at the office of Secretary. He shall perform, in addition, such
other duties as may be delegated to him by the Board of Directors.
ARTICLE 6
NOTICE
NOTICE. Any notice required by statute or by these Bylaws to be
given to the shareholders, to directors, or to any officer of the Corporation,
shall be deemed to be sufficiently given by depositing the same in a post office
box, in a sealed, post-paid wrapper, addressed to such shareholder, director, or
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officer at his last known address, and such notice shall be deemed to have been
given at the time of such mailing.
ARTICLE 7
AMENDMENTS
The shareholders or the Board of Directors may alter, amend, add
to or repeal these Bylaws by majority vote, or by a writing signed by all of the
shareholders or all of the directors indicating their unanimous consent,
including the fixing and altering of the Board of Directors; provided that the
Board of Directors shall not make or alter any Bylaws fixing their
qualifications, classification, or term of office.
IN WITNESS WHEREOF, Eagle-Picher Industries, Inc. has caused this
Action of Sole Shareholder Without a Meeting to be executed by a duly authorized
officer this 28th day of November, 1994.
EAGLE-PICHER INDUSTRIES, INC.
By /s/ JAMES A. RALSTON
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James A. Ralston,
Vice President, General Counsel
and Secretary
ATTEST:
/s/ DAVID W. MATTHEWS
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David W. Matthews
Assistant Secretary
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