EAGLE-PICHER FLUID SYSTEMS, INC.
BYLAWS
ARTICLE I
SHAREHOLDERS
Section 1.1. Place of Meetings. Meetings of shareholders, whether
annual or special, shall be held at such place within or outside of the State of
Michigan as shall be determined by the Board of Directors. In the absence of
such determination, meetings shall be held at the principal office of the
corporation.
Section 1.2. Annual Meeting. The annual meeting of shareholders
of the corporation shall be held on such date as shall be designated by the
Board of Directors. In the absence of such designation, the annual meeting shall
be held at 2:00 P.M. on the fourth Tuesday of March in each year if not a legal
holiday, and, if a legal holiday, then on the next day not a legal holiday. At
the annual meeting, directors shall be elected, and such other business shall be
transacted as may properly be brought before the meeting.
Section 1.3. Special Meetings. Special meetings of the
shareholders may be called at any time by the majority of Directors, the
President or the Secretary of the Corporation, or by the majority of the
shareholders.
Section 1.4. Actions 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, which writing or writings shall be filed with or entered upon
the records of the corporation.
Section 1.5. Notice of Meetings. Written notice of each meeting
of shareholders, stating the time, place and purposes of the meeting, shall be
given not less than ten nor more than sixty days before the date of the meeting
by or at the direction of the President, the Secretary or any other person
required or permitted by these Bylaws to give the notice. Notice of adjournment
of a meeting need not be given if the time and place to which it is adjourned
are fixed and announced at the meeting.
Section 1.6. Waiver of Notice. Notice of the time, place and
purposes of any meeting of shareholders may be waived in writing by any
shareholder, either before or after the holding of such meeting. Such writing
shall be filed with or entered upon the records of the meeting. The attendance
of any shareholder at any
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meeting without protesting, prior to or at the commencement of the meeting, the
lack of proper notice shall be deemed to be a waiver by the shareholder of
notice of the meeting.
Section 1.7. Quorum. The holders of a majority of the shares of
each class of shares of the corporation entitled to vote at any meeting of
shareholders, present in person or by proxy, shall constitute a quorum at such
meetings. If a quorum is not present at a meeting of the shareholders, those
shareholders present in person or by proxy and entitled to vote at the meeting
shall have the power to adjourn the meeting without notice other than
announcement at the meeting of the place, date and hour of the adjourned
meeting, until a quorum is present in person or by proxy at the adjourned
meeting. At an adjourned meeting at which a quorum is present in person or by
proxy, the corporation may transact any business which might have been
transacted at the original meeting.
Section 1.8. Voting. When a quorum is present at any meeting,
except as otherwise expressly required by statute, the Articles of Incorporation
or these Bylaws, a majority of the votes cast at a meeting of shareholders shall
control. Unless the express terms of any class of shares provide otherwise, each
share shall entitle the holder of such share to one vote upon each matter
properly submitted to the shareholders for their vote at a meeting of
shareholders.
Section 1.9. Proxies. Persons entitled to vote shares or to act
with respect to shares may vote or act in person or by proxy. The person
appointed as a proxy need not be a shareholder. A proxy must be appointed in a
writing signed by the shareholder. No appointment of a proxy is valid after the
expiration of three years after it is made, unless the writing specifies the
date on which it is to expire or the length of time for which it is to continue
in force. Every appointment of a proxy shall be revocable, unless the
appointment is coupled with an interest.
ARTICLE II
DIRECTORS
Section 2.1. General Powers. All of the authority of the
corporation shall be exercised by or under the direction of the Board of
Directors, subject to limitations imposed by law, the Articles of Incorporation
or these Bylaws.
Section 2.2. Number, Classes and Election. The election of
directors shall take place at the annual meeting of shareholders or at a special
meeting called for that purpose. The number of directors of the Corporation
shall be such number, one or more, as
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shall be determined from time to time by action of the Board of Directors of the
Corporation.
Section 2.3. Vacancies. All vacancies in the Board of Directors,
including a vacancy resulting from an increase in the number of directors, may
be filled by the shareholders or the Board of Directors.
Section 2.4. Removal. Any director may be removed from office as
provided by law.
Section 2.5. Place of Meetings. All meetings of the Board of
Directors shall be held at the principal office of the corporation or at such
place, within or outside of the State of Michigan, as may be designated from
time to time by a majority of the directors, or as may be designated in the
notice or in the waiver of notice of such meeting.
Section 2.6. Organizational Meetings. An organizational meeting
of the Board of Directors may be held, without call or notice, immediately
following each annual meeting of the shareholders of this corporation or at such
alternative time as may be provided in a notice of meeting.
Section 2.7. Other Meetings; Notice. Other meetings of the Board
of Directors may be held at any time on the call of the President or any
director. Written notice of any such meeting, unless waived, shall be given not
less than two days prior to the day of the meeting. Notice also may be given
personally or by telephone at least two days prior to such meeting, The notice
shall state the time and place, but need not state the purposes, of the meeting.
If the Secretary fails or refuses to give such notice promptly, the notice may
be given by the person who called the meeting. Notice of adjournment of a
meeting of the Board of Directors need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting.
Section 2.8. Waiver of Notice. Notice of the time and place of
any meeting of the Board of Directors may be waived in writing, by any director,
either before or after the meeting takes place, which writing shall be filed
with or entered upon the records of the meeting. The attendance of any director
at any meeting without protesting, prior to or at the commencement of the
meeting, the lack of proper notice, shall be deemed to be a waiver by such
director of notice of the meeting.
Section 2.9. Quorum. A majority of the whole authorized number of
directors is necessary to constitute a quorum for a meeting of the Board of
Directors, except that a majority of the directors in office constitutes a
quorum for filling a vacancy in the Board of Directors. The act of a majority of
the directors present at a meeting at which a quorum is present is the act of
the
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Board of Directors, except as otherwise provided by law, the Articles of
Incorporation or these Bylaws.
Section 2.10. Telephonic Meetings. Meetings of the directors may
be held by means of any communications equipment if all persons participating
can hear each other, and participation in a meeting in such manner shall
constitute presence at such meeting.
Section 2.11. Actions Without Meeting. Any action that may be
authorized or taken at a meeting of the Board of Directors of the corporation
may be authorized or taken without a meeting with the affirmative vote or
approval of, and in a writing or writings signed by, all the directors, which
writing or writings shall be filed with or entered upon the records of the
corporation.
ARTICLE III
OFFICERS
Section 3.1. Officers; Terms; Duties. The Board of Directors must
elect a President, Secretary and Treasurer and may, in its discretion, elect a
Chairman of the Board. The Board of Directors also may elect such Vice
Presidents, Assistant Secretaries, Assistant Treasurers, a Controller and such
other officers and agents as the Board of Directors may determine. All officers
shall be elected by the Board of Directors, and they shall hold office for such
period, exercise such authority and perform such duties as the Board of
Directors may from time to time determine. Any two or more offices may be held
by the same person, but no officer shall execute, acknowledge, or verify any
instrument in more than one capacity if such instrument is required by law, the
Articles of Incorporation or these Bylaws to be executed, acknowledged or
verified by two or more officers.
Section 3.2. Election, Term, Eligibility and Removal. The
officers of the corporation shall be elected annually by the Board of Directors
at its organizational meeting held pursuant to Section 2.6 or at a special
meeting held for such purpose. New or additional officers may be elected at any
meeting of the Board of Directors. Each officer shall serve at the pleasure of
the Board of Directors, and each officer shall hold office until his or her
successor is chosen or until his or her death, resignation or removal. Any
officer may be removed, with or without cause, by the Board of Directors without
prejudice to the contract rights of such officer.
Section 3.3. Vacancies. If any office shall become vacant by
reason of death, resignation, removal or otherwise, the Board of Directors shall
elect a successor to fill such office.
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Section 3.4. Bonds. If the Board of Directors shall so require,
any officer or agent of the corporation shall give a bond to the corporation in
such amount and with such surety as the Board of Directors may deem sufficient,
conditioned upon the faithful performance of his or her duties.
Section 3.5. Delegation of Duties. In case of the absence of any
officer of the corporation or for any other reason that may seem sufficient to
the Board of Directors, the Board of Directors may, for such time as the Board
of Directors determines, delegate powers and duties of such officer to any other
officer or to any director.
ARTICLE IV
SHARES
Section 4.1. Share Certificates. Certificates for shares of the
corporation shall be in such form and style as the Board of Directors may
determine, and each certificate shall set forth the following:
(a) the name of the corporation and that the corporation is
organized under the laws of the State of Michigan;
(b) the name of the holder of the shares represented by the
certificate;
(c) the number and class (or series of any class) represented by
such certificate;
(d) the par value of each share represented by such certificate
or a statement that such shares are without par value; and
(e) any restrictions upon transfer of the shares represented by
such certificate. Certificates for shares of the corporation
shall be numbered serially for each class of shares (or
series thereof) as they are issued, and shall be signed by
the Chairman of the Board, the President or a Vice
President, and by the Secretary, an Assistant Secretary, the
Treasurer or an Assistant Treasurer.
Section 4.2. Lost Certificate. Any shareholder claiming that a
certificate for shares has been lost, stolen or destroyed may make an affidavit
or affirmation of the fact. Subject to any requirement established by the Board
of Directors, a new certificate may be issued of the same tenor and representing
the same number, class or series of shares, or any combination thereof, as were
represented by the certificate alleged to have been lost,
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stolen or destroyed.
Section 4.3. Share Transfers. Shares in the Corporation are not
transferable by mere delivery. Shares in the Corporation shall be transferable
by endorsement of the certificate representing such shares by the registered
holder or by instrument in such other form as may be approved by the Board of
Directors, and delivery of the certificate or instrument to the Secretary. The
transferor shall be deemed to remain the holder of such shares until the name of
the transferee is entered in the register in respect thereof.
ARTICLE V
INDEMNIFICATION
Section 5.1. Indemnification of Directors and Officers. Any
person who is a party or is threatened to be made a party to or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "Proceeding"), by reason of the fact that he
or she is or was a director or officer of the corporation or, as a director or
officer of the corporation, is or was serving at the request of the corporation
as a director, officer, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (including service with
respect to employee benefit plans) , whether the basis of such Proceeding is
alleged action in an official capacity as a director, officer, trustee, employee
or agent or in any other capacity (and whether or not he or she continues as
such director or officer), shall be indemnified and held harmless by the
corporation to the fullest extent authorized by law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader indemnification
rights than such law permitted the corporation to provide prior to such
amendment), against all expenses, liability and loss (including attorneys' fees,
and, in respect of claims not made by or in the right of the corporation,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) actually and reasonably incurred by such person in connection with
the Proceeding; provided, however, that the corporation shall indemnify any
person seeking indemnity in connection with a Proceeding initiated by such
person only if such Proceeding was authorized by the Board of Directors.
Section 5.2. Indemnification of Employees and Agents. The
corporation may, to such extent and in such manner as is determined by the Board
of Directors , but in no event to an extent greater than is permitted by the
Michigan Business Corporation Act, indemnify any employees and agents of the
corporation and any other persons permitted to be indemnified by the Michigan
Business Corporation Act, but whose right to indemnification is not covered
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by Section 5.1, above.
Section 5.3. Right of Claimant to Bring Suit. If a claim under
Section 5.1 hereof is not paid in full by the corporation within 30 days after a
written claim therefor has been received by the corporation, the claimant may
bring suit against the corporation to recover the unpaid amount of the claim. If
the claimant is successful in whole or in part, he or she also shall be entitled
to be paid the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in a Proceeding in advance of its final disposition where the required
undertaking has been tendered to the corporation) that the claimant has not met
the standards of conduct which make it permissible under the applicable law for
the corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the corporation. Neither the failure of the
corporation (including the Board of Directors, independent legal counsel, or the
shareholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct, nor an actual
determination by the corporation (including the Board of Directors, independent
legal counsel, or the shareholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable standard of conduct.
Section 5.4. Contractual Rights. The right to be indemnified
under Section 5.1 (but not Section 5.2), including any right to the
reimbursement or advancement of expenses pursuant thereto, (i) is a contract
right based upon good and valuable consideration, pursuant to which the person
entitled thereto may bring suit as if the provisions hereof were set forth in a
separate written contract between the corporation and the director or officer,
(ii) is intended to be retroactive and shall 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.
Section 5.5. Non-Exclusivity of Rights. The rights conferred on
any person by this Article V shall not be exclusive, and shall be in addition
to, any other right of indemnification or reimbursement which such person may
have under any statute, provision of the Articles of Incorporation of the
corporation, agreement, vote of shareholders or disinterested directors or
otherwise.
Section 5.6. Insurance. The corporation may maintain insurance,
at its expense, to protect itself and any director, officer, employee or agent
of the corporation against expenses, liability or loss incurred in respect of
the Proceeding, whether or
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not the corporation would have the power to indemnify such person against such
expense, liability or loss under the Michigan Business Corporation Act.
Section 5.7. Determinations. Any determination to be made under
this Article V by the Board of Directors shall be made as follows:
(a) by a majority vote of a quorum consisting of directors of
the corporation who were not and are not parties to or
threatened with any such action, suit, or proceeding;
(b) if the quorum described in paragraph (a) of this Section 5.7
is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by
independent legal counsel other than an attorney, or a firm
having associated with it an attorney, who has been retained
by or who has performed services for the corporation or any
person to be indemnified within the past five years;
(c) by the shareholders; or
(d) by the court of common pleas or the court in which such
action, suit, or proceeding was brought.
ARTICLE VI
NOTICE
Whenever provisions of law, the Articles of Incorporation or
these Bylaws require notice to be given to any director or shareholder, personal
or hand delivery of such notice shall not be required. Any such notice may be
given in writing, by mail (by deposit in a post office or letter box, in an
envelope with postage affixed), by courier, by overnight package delivery, by
telegraph or by telecopier, in any case addressed to such director or
shareholder at such address as appears on the records of the corporation. Notice
given by any one of the above methods shall be sufficient, and the method of
giving notice to all directors or to all shareholders, as the case may be, need
not be uniform. If otherwise permitted by these Bylaws, notice to directors may
also be given by telephone call. Such notice shall be deemed to be given at the
time when it is so mailed, or delivered to a courier, an overnight package
delivery company or a telegraph company, or, in the case of a telecopy, when
transmission has been confirmed. In computing the period of time for the giving
of notice, the day on which notice is given shall be excluded, and the day when
the act for which notice is given is to be done is included, unless the
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instrument calling for the notice otherwise provides.
ARTICLE VII
SEAL
A corporate seal shall not be required. If the Board of Directors
elects to provide a seal, failure to affix such seal to any document shall not
affect the validity thereof.
ARTICLE VIII
AMENDMENT
These Bylaws may be altered, amended or repealed, or new Bylaws
may be adopted, (i) at any annual or special meeting of the shareholders called
for that purpose, by the affirmative vote of the holders of shares entitling
them to exercise a majority of the voting power of the corporation on the
proposal, or (ii) without a meeting by the written consent of the holders of the
corporation's common shares entitling them to exercise two-thirds of the voting
power of the corporation on such proposal.
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