EXHIBIT 3.24
BY-LAWS
OF
HY-FORM PRODUCTS, INC.
(hereinafter referred to as the 'Corporation')
ARTICLE I
OFFICE
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Section 1. Location. The principal office of the Corporation in the
State of Michigan shall be located at 35588 Veronica Drive, Livonia, Michigan.
Section 2. Change. The Board of Directors (hereinafter referred to as
the 'Board') may change the principal office of the Corporation from time to
time and may establish other offices, either within or without the State of
Michigan, as the business of the Corporation may require.
ARTICLE II
SHAREHOLDERS AND SHAREHOLDERS' MEETINGS
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Section 1. Annual Meeting. The annual shareholders' meeting shall be
held on the 15th day in the fourth calendar month after the end of the
Corporation's fiscal year at the hour of 10:00 o'clock a.m., for the purposes of
electing directors, hearing reports of the Corporation and transacting any other
business within the power of the shareholders. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day. The date of the annual meeting of the shareholders
shall in no event be changed within the thirty (30) days next preceding the date
on which the annual meeting is to be held unless consented to in writing, or by
resolution adopted at a meeting, by a majority of the shareholders entitled to
vote at the annual meeting. If the election of directors shall not be held on
the day designated herein for an annual meeting, or at any adjournment thereof,
the Board may cause the election to be held at a special shareholders' meeting
as soon thereafter as one may be conveniently called and noticed for that
purpose.
Section 2. Special Meetings. Special shareholders' meetings shall be
noticed by the President and Secretary whenever called by the President, Board,
or requested by the shareholders holding more than one-half (1/2) the shares of
capital stock of the Corporation outstanding and entitled to vote. The request
shall state the purpose or purposes for which the meeting is to be called, and
the business transacted at any such meeting shall be limited to the purpose or
purposes stated in the notice thereof.
Section 3. Place of Meeting. The Board may specifically designate any
place either within or without the State of Michigan as the place of meeting for
any annual or special shareholders' meeting.
If no such designation is made or if a special meeting is called other than at
the request of the Board, the place of meeting shall be the registered office of
the Corporation in the State of Michigan.
Section 4. Notice. Written notice of the time and place of any
shareholders' meeting shall be given personally or mailed to each shareholder
entitled to vote, except as otherwise provided in the Michigan Business
Corporation Act, at his last known address, as the same appears on the stock
transfer book of the Corporation, or otherwise, not less than ten (10) nor more
than thirty (30) days prior to any meeting and any notice of a special meeting
shall indicate briefly the purpose or purposes thereof. Nevertheless, 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 notice.
Attendance of a person at a meeting of shareholders, in person or by
proxy, constitutes a waiver of notice of the meeting, except when a shareholder
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.
Section 5. Giving Notice. Any notice required by statute or by these
By-Laws to be given to the shareholders, or to directors, or to any officer of
the Corporation, shall be deemed to be sufficient when deposited in the United
States mail, charged prepaid, addressed to such shareholder, director, or
officer at his last known address, and such notice shall be deemed to have been
given at the time of such mailing.
Section 6. Adjourned Meetings and Notice Thereof. Any annual or
special shareholders' meeting, whether or not a quorum is present, may be
adjourned from time to time by the vote of a majority of the shares present and
entitled to vote, whether the holders thereof are present in person or by proxy;
in the absence of a quorum, no other business may be transacted at such meeting.
A meeting may be adjourned to another time or place without giving
notice of the adjourned meeting if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken and at
the adjourned meeting only such business is transacted as might have been
transacted at the original meeting. Provided, however, that after the
adjournment the Board may fix a new record date for the adjourned meeting and a
notice of the adjourned meeting shall be given to each shareholder of record on
the new record date entitled to notice.
Section 7. Quorum. At any meeting of the shareholders, the holders of
a majority of all the voting shares of the capital stock of the Corporation
issued and outstanding, present and in person or represented by proxy, shall
constitute a quorum. Any meeting at which less than a quorum is represented may,
however, be adjourned from time to time to a further date by those who attend,
without further notice other than the announcement of the time and place of 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. The shareholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Section 8. Voting. Unless a record date for voting purposes is fixed
as provided in Section 1 of Article VI of these By-Laws, only those persons in
whose names shares entitled to vote stand and are registered on the stock
transfer books of the Corporation on the day thirty (30) days prior to any
meeting of shareholders shall be entitled to vote at such meeting. Such vote may
be by voice or by ballot.
Each shareholder of the Corporation shall, at every shareholders'
meeting, be entitled to one vote in person or by proxy for each share of each
class of capital stock of the Corporation outstanding and entitled to vote and
registered in his name on the record date or the date set forth herein.
Except as otherwise provided by law, the Articles of Incorporation, or
these By-Laws, every act or decision done or made by vote of the shareholders
entitled to exercise a majority of the voting power present in person or by
proxy at any shareholders' meeting shall be regarded as an act or decision done
or made with the approval of the shareholders. Except as otherwise provided in
the Articles of Incorporation, directors shall be elected by a plurality of the
votes cast at an election.
Section 9. 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 10. Action Without a Meeting.
a. If the Articles of Incorporation so provide, any action required or
permitted under any provision of
the Michigan Business Corporation Act to be taken at an annual or special
meeting of shareholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize
or take the action at a meeting at which all shares entitled to vote
thereon were present and voted. Prompt notice of the taking of the
corporate action without a meeting by less than unanimous written consent
shall be given to shareholders who have not consented in writing.
(b) If the Articles of Incorporation do not provide as described in
subsection (a) hereof, any action which under any provision of the Michigan
Business Corporation Act is required or may be taken at a shareholders'
meeting may be taken without such a meeting if authorized by a writing
signed by all of the persons who would be entitled to vote upon such action
at such a meeting and filed with the Secretary of the Corporation. Such
consent shall have the same effect as a unanimous vote of shareholders.
Section 11. Consent of Absentees. The transaction of any annual or
special shareholders' meeting, however called and noticed, shall be as valid as
though had at a meeting duly held after regular call and notice if a quorum is
present either in person or by proxy and if, either before or after the meeting,
each of the shareholders, who was entitled to vote but was not present in person
or by proxy, signs a written waiver of notice and written consent to the holding
of such meeting or a written approval of the minutes thereof. All such waivers
and consents or approvals shall be filed with the corporate records or made a
part of the minutes of the meeting.
Section 12. Proxies. Every person entitled to vote or execute consents
or dissents shall have the right to do so either in person or by one or more
agents authorized by a written proxy executed by such person or his duly
authorized agent and filed at or before the meeting at which it is intended to
be used with the Secretary of the Corporation. No such proxy shall be valid
after the expiration of three (3) years from the date of its execution. Any
proxy duly executed shall be deemed not to have been revoked and to be in full
force and effect and, in the absence of any limitation to the contrary contained
in the proxy, it shall extend to all. shareholders' meetings, unless and until
an instrument revoking said proxy or a duly executed proxy bearing a later date
is filed with the Secretary of the Corporation. A proxy shall be deemed
sufficient if it appears on its face to confer the requisite authority and is
signed by the owner of the stock to be voted; no witnesses to the execution of
any proxy shall be required. Notwithstanding that a valid proxy may be
outstanding, except in the case of an irrevocable proxy
coupled with an interest which shall state that it is irrevocable on its face,
the powers of the proxy holder or holders shall be suspended in the person or
persons executing such proxy shall be present at the meeting and elect to vote
in person.
Section 13. Removal of Directors. The shareholders may remove, with or
without cause, any member of the Board at any special meeting called for that
purpose or by consent in the manner set forth in the Michigan Business
Corporation Act, and the shareholders may elect a director to fill the vacancy
thus created at that meeting, at any other meeting called for the purpose of
filling that vacancy, or by consent.
Section 14. Voting of Shares by Certain Holders. Any other Corporation
that owns shares of stock of this Corporation outstanding and entitled to vote
may vote the same by the President of the shareholder corporation or proxy
appointed by him, unless some other person is appointed to vote such shares by
resolution of the Board of the shareholder corporation.
Shares held by an administrator, executor, guardian, conservator,
receiver, trustee, or other fiduciary may be voted by him, either in person or
by proxy, without a transfer of such shares into his name, provided the
Corporation is furnished satisfactory proof of the authority of such person to
vote those shares.
A shareholder whose shares are pledged shall be entitled to vote such
shares unless in the transfer the pledgor has expressly empowered the pledgee to
vote such shares and had the same indicated on the books of the Corporation, in
which case only the pledgee or his proxy may represent and vote such shares.
Shares held by two or more persons as joint tenants or as tenants in
common may be voted at a meeting of shareholders by any of such persons, unless
another joint tenant or tenant in common seeks to vote any of such shares in
person or by proxy. In the latter event, the written agreement, if any, which
governs the manner in which the shares shall be voted, controls if presented at
the meeting. If no such agreement is presented at the meeting, the majority in
interest of the joint tenants or tenants in common present shall control the
manner of voting. If there is no such majority, the shares, for the purpose of
voting, shall be divided among such joint tenants or tenants in common in
accordance with their interest in the shares.
Shares of this Corporation's own stock belonging to the Corporation or
held by it in a fiduciary capacity shall not be voted, directly or indirectly,
at any meeting or for any purpose and shall not be counted in determining the
total number of shares present for quorum purposes.
Section 15. New Shareholders. Every person becoming a shareholder in
this Corporation shall be deemed to assent to these By-Laws, 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, and any
person failing to so designate his address shall be deemed to have waived notice
of such meeting.
Section 16. Inspectors of Election. Whenever any person entitled to
vote at any shareholders' meeting shall request the appointment of persons to
inspect any election, a majority of the Board present at such meeting shall
appoint no more than three (3) inspectors who need not be shareholders. The
inspectors shall determine the number of shares outstanding and the voting power
of each, the shares represented at the meeting, the existence of a quorum, the
validity and effect of proxies, and shall receive votes, ballots or consents,
hear and determine challenges and questions arising in connection with the right
to vote, count and tabulate votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all shareholders. Their certificate of any vote shall be prima facie evidence
thereof.
ARTICLE III
DIRECTORS AND MEETINGS OF THE BOARD OF DIRECTORS
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Section 1. Powers. All of the powers of this Corporation not expressly
reserved to or conferred upon the shareholders by statute, the Articles of
Incorporation or these By-Laws shall be vested in the Board of Directors of this
Corporation which shall control and manage its business and affairs.
Section 2. Number of Directors. The authorized number of Directors of
the Corporation shall be three (3) Amendment 12/15/86 but the number may be
changed from time to time by a duly adopted amendment of these By-Laws.
Section 3. Election, and Term of Office of Directors. The Directors,
other than those serving on the first Board, shall be elected at each annual
shareholders' meeting, or otherwise, as provided in Article II, above. The first
Board of Directors shall hold office until the first annual meeting of
shareholders. At the first annual meeting of shareholders and at each annual
meeting thereafter, the shareholders shall elect directors to hold office until
the succeeding annual meeting, except in the case of the classification of
directors as permitted by the Michigan Business Corporation Act. A director
shall hold office for the term for which he is elected and until his successor
is elected and qualified, or until his resignation or removal. A director may
resign by written notice to the Corporation. The resignation is effective upon
its receipt by the Corporation or a subsequent time as set forth in the notice
of resignation.
Section 4. Vacancies. Vacancies in the Board may be temporarily filled
by a majority of the remaining directors, though less than a quorum, or by a
sole remaining director making such appointment, and each director so appointed
shall hold office until his successor is elected and qualified by the
shareholders, who may make such election at the next annual meeting of the
shareholders or at any special meeting duly called for that purpose.
The shareholders may elect a director at any time to fill any vacancy
temporarily filled or not filled by the one or more remaining directors. If the
Board accepts the resignation of a director tendered to take effect at a future
time, the shareholders shall have the power to elect immediately a successor to
take office when such resignation is intended to become effective.
If because of death, resignation or other cause, the Corporation has
no directors in office, an officer, a shareholder, an executor, administrator,
trustee or guardian of a shareholder, or other fiduciary entrusted with like
responsibility for the person or estate of a shareholder, may call a special
meeting of shareholders in accordance with the By-Laws.
Section 5. Place of Meetings. Regular Board meetings shall be held at
any place within or without the State of Michigan which has been designated from
time to time by resolution of a majority of the Board or by written consent of a
majority of the members of the Board given either before or after the meeting
and filed with the Secretary of the Corporation. In the absence of such
designation, regular meetings shall be held at any place designated with the
written consent of a majority of the directors; otherwise special Board meetings
shall be held at the registered office of the Corporation in the State of
Michigan.
Section 6. Organization Meeting. Immediately following each annual
shareholders' meeting and each adjourned annual and special shareholders'
meeting held for the purpose of electing a new Board, the newly elected Board
may hold a regular meeting for the purpose of organization, election of
officers, and the transaction of other business. Notice of each such meeting
need not be given and is hereby dispensed with.
Section 7. Other Regular Meetings. Board meetings may be regularly
scheduled for dates, times and places as determined by the Board, and in such
case notice of such meetings need not be given and is hereby dispensed with.
Section 8. Special Meetings and Notice Thereof. Special Board meetings
for any purpose or purposes may be called at any time by any director or by the
President or, if he is absent or unable to act, by any Vice-President. The
business transacted at any such meeting shall be limited to the purpose or
purposes stated in the notice thereof if a purpose, although not required, is so
stated.
Written notice of the place, day, and hour of special Board meetings
shall be given to each director and constitute due, legal, and personal notice
to him if that notice is delivered personally to him or sent to him by mail,
telegraph, or other means of written communication, charges prepaid, addressed
to him at his address as it is shown upon the records or stock transfer books of
the Corporation or, if such address is not so shown on such records or is not
readily ascertainable, at the place in which the regular directors' meetings are
held. If delivered personally, such notice shall be so delivered at least
twenty-four (24) hours prior to the time of the holding of the meeting. If
mailed or telegraphed, such notice shall be deposited in the United States Mail
or delivered to the telegraph company in the place where the principal office
of the Corporation in the State of Michigan is located at least ninety-six (96)
hours prior to the time of holding the meeting; if mailed, such notice shall be
deemed to be delivered when deposited in the United States Mail postage prepaid
and addressed as set forth above.
Section 9. Waiver of Notice. The attendance of a director at any Board
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 is not: lawfully called, noticed, or convened.
Section 10. Action of Directors Without a Meeting. Any action required
or permitted to be taken by the Board pursuant to authorization voted at a
meeting of the Board or a committee thereof may be taken without a meeting, if
all members of the Board, before or after the action, shall individually and
collectively consent in writing to such action. Such written consents shall be
filed with the minutes of the proceedings of the Board. Such action by written
consent shall have the same force and effect as a unanimous vote of such
directors at a duly called, noticed, and held Board meeting. Any certificate or
other document filed under any provision of the Michigan Business Corporation
Act which relates to action so taken shall state that the action was taken by
unanimous written consent of the Board without a meeting and that these By-Laws
authorized the directors so to act, and such statement shall be prima facie
evidence of such authority.
Section 11. Quorum. Except to adjourn the meeting as hereinafter
provided, a majority of the Board then in office without regard to the
authorized number of directors shall be necessary to constitute a quorum for
the transaction of business. Every act or decision done or made by a majority of
the directors present at a meeting duly held at which a quorum is present shall
be regarded as the act of the Board unless a greater number be required by law,
the Articles of Incorporation, or these By-Laws.
Unless otherwise restricted by the Articles of Incorporation or
By-Laws, a member of the Board or of a committee designated by the Board may
participate in a meeting by means of conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other. Participation in a meeting pursuant to this
subsection constitutes presence in person at the meeting.
Section 12. Adjournment. A quorum may adjourn any Board meeting to
meet again at a stated place, date, and hour; however, in the absence of a
quorum a majority of the Directors present at any regular or special Board
meeting may adjourn from time to time until the time fixed for the next regular
Board meeting.
Section 13. Fees and Compensation. By resolution of the Board, the
Directors may be paid their expenses, if any, of attendance at each Board
meeting and a fixed sum for attendance at each Board meeting of a stated salary
as director. Nothing herein contained shall be construed to preclude any
director from serving the Corporation in any capacity as an officer, agent,
employee or otherwise and receiving a separate compensation thereof.
Section 14. Presumption of Assent. A director who is present at any
Board meeting at which action on any corporate matter is taken shall be presumed
to have assented to any action taken by the Board at that meeting unless his
dissent shall be entered in the minutes of the meeting or he shall file his
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or he shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 15. Treasury Stock. The Board may by resolution give the
status of authorized and unissued capital stock to any shares of capital stock
of this Corporation that this Corporation shall have acquired after issuance
thereof.
Section 16. Executive Committees. The Board, by resolution passed by a
majority of the whole Board, may provide for an Executive Committee by
appointing one (1) or more members thereto, each of whom shall be a director or
the President and who shall serve at the pleasure of the Board. Unless one of
the members shall have been designated as Chairman of the Board, the Executive
Committee shall elect a Chairman from its own members. Except as provided herein
or otherwise by resolution of the Board or as otherwise provided in the Michigan
Business Corporation Act, the Executive Committee during the intervals between
Board meetings shall possess and may exercise all of the powers of the Board in
the management of the business and affair of the Corporation. The Executive
Committee shall keep full and fair records and accounts of its proceedings and
transactions. All actions taken by the Executive Committee shall be reported to
the Board at its meeting next succeeding such action and shall be subject to
revision
and alteration by the Board, except that no rights of third persons created in
reliance thereon shall be affected by any such revision or alteration. Vacancies
in the Executive Committee shall be filled by the Board.
Subject to provisions of these By-Laws, the Executive Committee shall
fix its own rules of procedure and shall meet as provided by such rules, by
resolution of the Board, or at the call of the President or Secretary of the
Corporation or of any member of the Committee. Unless otherwise provided by such
rules, the provisions of the By-Laws relating to the notice required is to be
given for all meetings of the Executive Committee. A majority of the Executive
Committee shall be necessary to constitute a quorum.
Section 17. Other Committees. The Board may by resolution provide for
such other standing or special committees as it deems desirable and discontinue
the same at its pleasure. Each such committe shall have such powers and perform
such duties not inconsistent with law, as may be assigned to it by the Board. If
provision be made for any such committee, the members thereof shall be appointed
by the Board, shall consist of one (1) or more members of the Board and shall
serve at the pleasure of the Board. Vacancies in such committees shall be filled
by the Board.
ARTICLE IV
OFFICERS
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Section 1. Officers. The officers of the Corporation shall be a
President, a Secretary, and a Treasurer, and if desired, a Chairman of the
Board, one or more Vice-Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article IV. Two (2) or more
offices may be held by the same person but an officer may not execute,
acknowledge or verify an instrument in more than one (1) capacity, if the
instrument is required by law, the Articles of Incorporation, or ByLaws to be
executed, acknowledged or verified by two (2) or more officers.
Section 2. Election. The officers of the Corporation shall be elected
by the Board, and each shall hold his office until he shall resign, until he
shall be removed or otherwise disqualified to serve, or until his successor
shall be elected and qualified.
Section 3. Subordinate Officers and Agents. The Board may also appoint
such other officers and agents as they 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. Without
limitation of any right of an officer or agent to recover damages for breach of
contract, the Board may remove any officer or agent, with or without cause.
Section 4. Removal and Resignation. Any officer or agent may be
removed by a majority of the whole Board at the time in office at any regular or
special Board meeting.
Any officer may resign at any time by giving written notice to the
Board, the President, or the Secretary. Any such resignation shall take effect
at the date of the receipt of such notice or at any later time specified
therein; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
in the manner prescribed in these By-Laws for regular appointments to such
office.
Section 6. Chairman of the Board. The Chairman of the Board, if there
shall be such an officer, shall, if present, preside at all meetings of the
Board and shall exercise and perform such other powers and duties as may from
time to time be assigned to him by the Board or prescribed by these By-Laws.
Section 7. President. The President shall be the chief executive
officer of the Corporation and shall, subject to the control of the Board, have
general supervision, direction and control of the business and affairs of the
Corporation. He shall preside at all shareholders' meetings and, in the absence
of the Chairman of the Board or if there be no such Chairman, at all Board
meetings. He shall be a member of all the standing committees, including the
executive committee, if any; shall have the general powers and duties of
management usually vested in the office of President of a corporation shall see
that all orders and resolutions of the Board are carried into effect; and shall
have such other powers and duties as may be prescribed by the Board or these
By-Laws.
Section 8. Vice-Presidents. In the event of the President's absence,
disability or refusal to act, the Vice-Presidents, if more than one, in order of
their rank as fixed by the Board or, if not ranked, the Vice-President
designated by the Board shall perform all the duties of and shall be subject to
all the restrictions upon the President. The Vice-Presidents shall have such
other powers and authority and shall perform such other duties as from time to
time may be prescribed for them respectively by the Board or these By-Laws.
Section 9. The Treasurer. The Treasurer shall, subject to the
direction of the Board, have custody and keep account of all money funds,
securities and property of the Corporation, and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the Corporation.
The Treasurer shall deposit all monies and other valuables in the name
and to the credit of the Corporation with such depositaries as may be designated
by the Board; shall disburse the funds of the Corporation as may be ordered by
the Board; shall render to the President and the Board, whenever either requests
it, an account of all of his transactions as Treasurer and of the financial
condition of the Corporation; and shall have such other powers and authority
incident to the office of Treasurer and shall perform such other duties as may
be prescribed by the Board or by these By-Laws.
Section 11. Secretary. The Secretary shall attend all shareholders'
meetings and all Board meetings and shall keep or cause to be kept, in his
custody at the principal or registered office of the Corporation in the State of
Michigan or such other place as the Board may order, a book recording the
minutes of all Board and shareholders' meetings setting forth: the place, date,
and hour of holding; whether regular or special, and, if special, how
authorized; the notice thereof given; the names of those present at Board
meetings; the number of shares present or represented at shareholders' meetings;
and the proceedings thereof.
The Secretary shall keep or cause to be kept at the registered office
of the Corporation in the State of Michigan or at the office of the
Corporation's transfer agent, a share register or a duplicate share register or
a list showing the names of the shareholders and their addresses; the number and
classes of shares held by each; the number and date of certificates issued for
the same; and the number and date of cancellation of every certificate
surrendered for cancellation.
The Secretary shall keep in safe custody the seal of the Corporation
and, when authorized by the Board, affix the same or cause the same to be
affixed to any instrument requiring it, and when so affixed, the seal shall be
attested by his or her signature. If the Corporation shall not possess such
corporate seal, the signature of the Secretary, or other officer designated by
the Board, shall be legally sufficient and possesses the same power and
authority as a corporate seal.
The Secretary shall give or cause to be given notice of all Board and
shareholders' meeting required by these By-Laws or by law, and shall perform
such other duties and have such other authorities as are delegated to him or
her by the Board.
Section 12. Assistant Secretaries. In the event of the Secretary's
absence or disability, any Assistant Secretary, if one is appointed by the
Board, shall act as Secretary in all respects. The Assistant Secretaries shall
exercise such other powers and perform such other duties as from time to time
may be prescribed for them respectively by the Board, the President, the
Secretary, or these By-Laws.
Section 13. Salaries. The salaries of the officers shall be fixed from
time to time by the Board.
ARTICLE V
EXECUTION OF INSTRUMENTS
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Section 1. Bank Accounts. Each bank account of the Corporation shall
be established and continued only by order of the Board.
Section 2. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board.
Section 3. Contracts, Conveyances, etc. The Board may authorize any
officer or officers, agent or agents, to enter into any contract, to execute and
deliver any instrument, or to acknowledge any instrument required by law to be
acknowledged in the name of and on behalf of the Corporation. Such authority may
be general or confined to specific instances but the appointment of any person
other than an officer to acknowledge an instrument required by law to be
acknowledged should be made by instrument in writing. When the Board authorizes
the execution of a contract or of any other instrument in the name of and on
behalf of the Corporation, without specifying the executing officers, the
President or Vice-President, and the Secretary or Treasurer may execute the
same.
Section 4. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board. Such authority may be general or
confined to specific instances. No loan or advance to or overdraft or withdrawal
by an officer, director or shareholder of the Corporation otherwise than in the
ordinary and usual course of the business of the Corporation, and on the
ordinary and usual terms of payment and security shall be made or permitted
unless each such transaction shall be approved by a vote of a majority of the
members of the Board excluding any director involved in such transaction. A full
and detailed statement of all such transactions and any payments shall be
submitted at the next annual meeting of shareholders, and the aggregate amount
of such transactions less any repayments shall be stated in the next annual
report to shareholders.
Section 5. Annual Report. The Corporation shall cause a financial
report of the Corporation for the preceding fiscal year to be made and
distributed to each shareholder thereof within four (4) months after the end of
the fiscal year, or on or before one (1) week prior to the annual shareholders'
meeting, whichever first occurs. The
report shall include the Corporation's statement of income, its year-end
balance sheet and, if prepared by the Corporation, its statement of source and
application of funds.
ARTICLE VI
CAPITAL STOCK
--------------
Section 1. Closing of Transfer Books. The Board shall have power to
close the stock transfer books of the Corporation for a period not exceeding
thirty (30) days preceding the date of any shareholders' meeting or the date for
payment of any dividend or the date for the allotment of rights or the date when
any change or conversion or exchange of capital stock shall go into effect, or
any other purpose for determining shareholders; however, in lieu of closing the
stock transfer books as aforesaid, the Board may fix in advance a date not
exceeding thirty (30) days nor less than ten (10) days preceding the date of any
shareholders' meeting or the date for the payment of any dividend or the date
for the allotment of rights or the date when any change or conversion or
exchange of capital stock shall go into effect or the date for such other
shareholder purpose as a record date for the determination of the shareholders
entitled to notice of and to vote at any such meeting or entitled to receive
payment of any such dividend or to any such allotment of rights or entitled to
exercise the rights in respect of any such change, conversion, or exchange of
capital stock or for any other purpose for determining shareholders; and in such
case, those and only those shareholders who shall be shareholders of record on
the date so fixed shall be entitled to such notice of and to vote at such
meeting or entitled to receive payment of such dividend or to receive such
allotment of rights or entitled to exercise such rights or such other purpose
for determining shareholders as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation or otherwise, after any such record
date fixed as aforesaid. When a determination of shareholders entitled to notice
of or to vote at any shareholders' meeting has been made as provided in this
section, such determination shall apply to any adjournment thereof unless the
Board fixes a new record date under this section for the adjourned meeting.
Nothing herein shall affect the rights of a shareholder and his transferee or
transferor as between themselves.
Section 2. Issuance of Shares. The shares of capital stock of the
Corporation shall be issued by the Board in such amounts, at such times, for
such consideration, and on such terms and conditions as the Board shall deem
advisable, subject to the provisions of the Articles of Incorporation and these
By-Laws.
Section 3. Certificates for Shares. The certificates for shares of the
capital stock of this 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. The certificates shall be signed by the President or
Vice-President, and also by the Secretary.
When the Corporation is authorized to issue shares of more than one
class, every certificate of stock shall state on the face or back thereof in
full all the terms, provisions, powers, preferences, rights, qualifications and
limitations, of all classes of stock, or shall contain an accurate summary
thereof coupled with a reference to the Articles of Incorporation or any
amendment thereto which contain such terms and provisions and a statement to the
effect that a copy of such terms and provisions will be furnished without charge
to any shareholder upon application to the Corporation.
Section 4. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative who shall furnish satisfactory
evidence of his authority, file it with the Secretary of the Corporation, and
surrender for cancellation the certificate for such shares. All certificates
surrendered to the Corporation for transfer shall be cancelled, except as
otherwise provided in Section 6 of this Article VI of these By-Laws. The
Secretary of the Corporation shall record each such transfer on the stock
transfer books and shall record the fact that a transfer is made for collateral
security and not absolutely when such is stated in the instrument of transfer.
Section 5. Record Owner. The Corporation shall be entitled to treat
the person in whose name any share of stock is registered as the owner thereof
for the following purposes: recapitalization, consolidation, merger,
reorganization, sale of assets, liquidation or otherwise; for votes, approvals,
and consents by shareholders; for notices to shareholders; and for all other
purposes whatever. The Corporation shall not be bound to recognize any equitable
or other claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have notice thereof, except as expressly
required by the law or these By-Laws.
Section 6. Lost, Mutilated, or Destroyed Stock Certificates. Upon the
presentation to the Corporation of a ,proper affidavit attesting the loss,
destruction or mutilation of any certificate for shares of stock of the
Corporation, the Board may direct the issuance of a new certificate in lieu of
and to replace the certificate so alleged to be lost, destroyed or mutilated.
The Board may require as a condition precedent to the issuance of a new
certificate any or all of the following:
(a) Additional evidence of the loss, destruction or mutilation
claimed;
(b) Advertisement of the loss in such manner as the Board may direct
or approve;
(c) A bond or agreement of indemnity in such form and amount, with or
without such sureties as the Board may approve; or
(d) The order or approval of a court.
The Corporation may recognize the person in whose name the new certificate, or
any certificate thereafter is issued as owner of the shares described therein
for all purposes until the owner of the original certificate or a transferee
thereof without notice and for value shall enjoin the Corporation and the
holder of any new certificate, or any certificate issued in exchange or
substitution therefor, from so acting.
Section 7. Lien. The Corporation shall have a lien upon all stock or
property of its members invested therein, for all debts due to it by the owners
thereof.
Section 8. Transfer Agent and Registrar. The Board may appoint a
transfer agent and/or a registrar of transfers and may require all certificates
of shares to bear the signature of such transfer agent and of such registrar of
transfers, or as the Board may otherwise direct.
Section 9. Regulations. The Board shall have power and authority to
make all such rules and regulations as the Board shall deem expedient regulating
the issue, transfer, and registration of certificates for shares in this
Corporation.
ARTICLE VII
DIVIDENDS
---------
Section 1. Declaration of Dividends. The Board may from time to time
declare dividends on its outstanding shares upon the following terms and
conditions:
(a) Dividends may be declared from surplus upon shares of all classes,
subject to restrictions, if any, contained in the Articles of
Incorporation; the judgment of the Board shall be conclusive in determining
what is surplus unless the directors are shown to have acted in bad faith
or to have been grossly negligent.
(b) Stock dividends may be declared from appreciation of the value of
the assets of the Corporation provided capital is not impaired.
Section 2. Payment of Dividends. The Corporation may pay dividends
declared in cash, property, obligations of the Corporation, or shares of its
capital stock.
Section 3. Reserves. The Board may, by resolution, set apart, out of
any funds of the Corporation available for dividends a reserve or reserves for
any proper purpose and may, by resolution, abolish any such reserve.
ARTICLE VIII
FISCAL YEAR
-----------
The Corporation's fiscal year shall terminate on the last day of a
month in each and every year which is determined by the Board.
ARTICLE IX
AMENDMENTS
----------
The By-Laws may be altered, amended, added to, or repealed either by
the affirmative vote of the shareholders representing a majority of all the
shares issued and outstanding, at any annual or special shareholders' meeting if
notice of the proposed addition, alteration, amendment or repeal shall have been
included in the notice of such special meeting or waived in writing, or by the
affirmative vote of not less than a majority of the members of the Board then in
office at any regular or special meeting, if written notice of the proposed
addition, alteration, amendment, or repeal shall have been given to each
director at least five (5) days before the meeting, or waived in writing. The
Board may make and alter all By-Laws including those fixing and altering the
number of directors, except those By-Laws fixing their qualifications,
classifications, or term of office; provided, that any By-Law amended, altered,
added to, or repealed by the Directors as provided herein may thereafter be
amended, altered, added to, or repealed by the shareholders.
CERTIFICATE OF SECRETARY
------------------------
The undersigned certifies that:
(1) Patricia C. Hamilton is the duly elected and acting Secretary of
Hy-Form Products, Inc..
(2) The foregoing By-Laws constitute the original By-Laws of said
Corporation as duly adopted at the first meeting of the Board 1 of Directors
thereof duly held on the third day of January, 1978.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of said Corporation this third day of January, 1978.
PATRICIA C. HAMILTON
----------------------
Secretary