EXHIBIT 3.22
CODE OF REGULATIONS
OF
DEFIANCE PRECISION PRODUCTS, INC.
ARTICLE 1. MEETINGS OF SHAREHOLDERS
SECTION 1. Annual Meetings. An Annual Meeting of the shareholders for the
election od directors, the consideration of the reports to be laid before such
meeting and the transaction of such other business as may come before the
meeting, shall be held not later than four months after the close of the fiscal
year and at such hour as determined by the Board of Directors. When the Annual
Meeting is not held or directors are not elected thereat, they may be elected at
a Special Meeting called and held for that purpose.
SECTION 2. Special Meeting. A Special Meeting of the shareholders may be
called by the President, or a Vice President, or by a majority of the members of
the Board of Directors acting with or without a meeting, or by the persons who
hold twenty-five (25%) percent of all outstanding shares entitled to vote
thereat. Upon the request in writing delivered to the President or Secretary by
any persons entitled to call a meeting of Shareholders, it shall be the duty of
the President or Secretary to give notice to Shareholders and if such request be
refused, then the persons making such request may call a meeting by giving
notice in the manner provided herein.
SECTION 3. Place of Meeting. The meetings of shareholders shall be held at
such place within or without the State of Ohio as may be
designated in the notice of the meeting. If no designation is made, the place of
meeting shall be the principal office of the Corporation in the State of Ohio.
SECTION 4. Notice of Meetings. Written or printed notice stating the place,
date and hour of the meeting shall be delivered not less than sever nor more
than forty days before the date of the meeting, either personally or by mail, by
or at the direction of the President or the Secretary or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be delivered or deposited in the United
States mail, addressed to the shareholder at the address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid. In the
event of the transfer of shares after notice has been given and prior to the
holding of a meeting, it shall not be necessary to serve notice upon the
transferee. If any meeting is adjourned to another time or place, no further
notice as to such adjourned meeting need be given, other than by announcement at
the meeting at which such adjournment is taken.
SECTION 5. Quorum. The shareholders present in person or by proxy at any
meeting for the election of directors shall constitute a quorum for that
purpose. To constitute a quorum at any meeting of shareholders for any other
purpose, there shall be present, in person or by proxy, the holders of shares
entitling them to exercise a majority of the voting power. Less than such
majority may adjourn the meeting of shareholders from time to time and at any
such adjourned
meeting any business may be transacted as if the meeting had been held as
originally called.
SECTION 6. Closing of Transfer Books. The Share Transfer Books of the
Corporation may be closed by order of the Board of Directors for a period not
exceeding ten days prior to any meeting of shareholders and for a period not
exceeding ten days prior to the payment of any dividend.
SECTION 7. Proxy. Any shareholder entitled to vote at a meeting of
shareholders may be represented and vote thereat by proxy appointed by an
instrument in writing subscribed by such shareholder or by his duly authorized
attorney and submitted to the Secretary at or before such meeting.
ARTICLE II. BOARD OF DIRECTORS
SECTION 1. Number and Tenure. The number of directors of the corporation
shall be determined from time to time by the shareholders entitled to vote but
shall be no less than the number of shareholders. The election of directors
shall be held at the annual Meeting of the shareholders or at a Special Meeting
called for that purpose. No director need be a shareholder. Each director shall
hold office until the next Annual Meeting of Shareholders following his election
and until his successor shall have been elected and qualified.
SECTION 2. Regular Meetings. A regular meeting of the Board of Directors
shall be held immediately after and at the same place as the First Meeting of
shareholders. the Board of directors may provide, by resolution, the time and
place within or without the State of Ohio for
the holding of additional regular meetings without other notice than such
resolution.
SECTION 3. Special meetings. Special Meetings of the Board of Directors may
be called by or at the request of the President or any two directors. The person
or persons authorized to call the special meeting may fix the place within or
without the State of Ohio for holding any special meeting of the Board of
Directors called by them.
SECTION 4. Notice. Notice of any Special meeting shall be given at least
three days before the meeting by oral, telegraphic or written notice. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail addressed to the director at his residence or business address, with
postage thereon prepaid. If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
Any director may waive notice of any meeting by written statement signed before
or after the holding of the meeting. The attendance of a director at a meeting
shall 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 was not lawfully called or convened.
SECTION 5. Quorum. A majority of the members of the Board of Directors
shall constitute a quorum for the transaction of business.
SECTION 6. Authority. All the capacity of the Corporation shall be vested
in and all its powers and authority, except as otherwise provided by law, shall
be exercised by the Board of Directors which
shall manage and conduct the business of the Corporation.
SECTION 7. Manner of Acting. The act of the majority of the directors
present at a meeting, at which a quorum is present shall be the act of the Board
of Directors. Any action which may be taken at a meeting of the Board of
Directors, may be taken without a meeting if a consent in writing setting forth
the action so taken, shall be signed severally or collectively by all of the
directors entitled to vote with respect to the subject matter thereof.
SECTION 8. Vacancy. Any vacancy in the Board of Directors shall be filled
by a majority vote of the remaining directors, even though less than a quorum. A
director elected to fill a vacancy shall be a director until his successor is
elected by the shareholders who may make such election at the next Annual
Meeting of Shareholders or at any special meeting prior thereto.
SECTION 9. Compensation. By resolution of the Board of Directors, the
director may be paid their expense of attendance at meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board or a stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
SECTION 10. By-Laws. The Board of Directors shall have power and authority
to make such By-Laws, not inconsistent with the Articles, Code of Regulations of
the Laws of Ohio, as the board shall deem proper or desirable.
ARTICLE III. OFFICERS
SECTION 1. Election. The Board of Directors shall elect a President, a
Treasurer, a Secretary and such Vice Presidents, Assistant Secretaries,
Assistant Treasurers and such other officers, agents and employees, as the Board
may been proper. Such officers shall be elected annually by the Board of
directors at the first meeting of the Board following the Annual Meeting of
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently possible. Each
officer shall hold office until his successor shall have been fully elected and
qualified or until his death, resignation or removal. The President must be a
director of the Corporation.
SECTION 2. Removal. Any officer elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in the judgment of
the Board the best interest of the Corporation would be served thereby.
SECTION 3. Vacancy. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors
for the unexpired term.
SECTION 4. Powers and Duties of Officers. The chief executive officer of
the Corporation shall be the President. Subject to the foregoing, the officers
of the Corporation shall have have such powers and perform such duties as
generally pertain to the respective officers and such further powers and duties
as may be conferred from time to time by the Board of Directors.
SECTION 5. Salaries. The salaries of the officers shall be fixed from time
to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.
ARTICLE IV. INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. Indemnification. Each director and officer, their heirs,
executors and administrators shall be indemnified by the Corporation against
expenses reasonably incurred by him in connection with any claim made against
him or any action, suit or proceeding to which he may be made a party by reason
of his being or having been a director of the Corporation (whether or not he
continues to be a director of the Corporation at the time of incurring such
expenses), except in cases where a claim made against him shall be admitted by
him to be just and except in cases where action, suit or proceedings shall be
settled prior to adjudication by payment of all or a substantial portion of the
amount claimed and except in cases which he shall be adjudged in such action,
suit or proceeding to be liable or to have been derelict in the performance of
his duty as such director.' Such right of indemnification shall not be exclusive
of other rights to which he may be entitled to as a matter of law.
ARTICLE V. CERTIFICATES FOR SHARES
SECTION 1. Certificates. every shareholder in the Corporation shall be
entitled to have a Certificate of shares signed in the name of the Corporation
by the President and Secretary, certifying the number and class of shares
represented by such certificate and such
recitals as may be required by law. the Board of Directors may, by resolution,
provide that any Vice-President may sign such certificate instead of the
President and that an Assistant Secretary, treasurer or Assistant treasurer,
if any, may sign instead of the Secretary. Certificates of shares shall in all
other respects be in such form as shall be determined by the Board of Directors
and shall be consecutively numbered or otherwise identified. the names and
addresses of the persons to whom the stock is issued with the number of shares
and date of issue shall be entered on the Stock Transfer Books of the
Corporation.
SECTION 2. Transfer of Shares. the shares may be transferred on the proper
books of the Corporation by the holder of record thereof, or by his attorney
legally constituted, or his legal representative, by surrender of the
certificate therefor for cancellation and a written assignment of the shares
evidenced thereby. the Board of Directors may, from time to time, appoint such
transfer agents or registrars of shares as it may deem advisable and may define
their powers and duties.
SECTION 3. Substituted Certificates. In case of certificate of shares is
lost, stolen or destroyed, a new certificate may be issued therefor upon such
terms and indemnity to the Corporation as the Board of directors may prescribe.
The Board of Directors may, in its discretion, refuse to issue such new
certificate save upon the order of a Court having jurisdiction in such matters
pursuant to the statutes made and provided.
ARTICLE VI. SEAL
There shall be no seal.
ARTICLE VII. TRANSFER OF SECURITIES OR EXECUTION OF DOCUMENTS
All endorsements, assignments, transfers, stock powers, or other
instruments of transfer of securities, or documents, standing in the name of the
Company shall be executed for and in the name of the Company by the President or
a Vice President and also by the Secretary or Treasurer or an Assistant
Secretary, or an Assistant Treasurer.
ARTICLE VIII. AMENDMENTS.
These regulations may be adopted and changed by the affirmative vote of the
holders of record of shares entitling them to exercise a majority of the voting
power on such proposal, or without a meeting by the written consent of the
holders of record of shares entitling them to exercise two-thirds of the voting
power on such proposal.
Thereupon the following written assent to the adoption of the Code of
Regulations aforesaid was entered in these minutes and subscribed by the
shareholders of said Corporation.