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Exhibit 3.27
BY-LAWS
of
TUREX, INC.
ARTICLE I
ARTICLES OF INCORPORATION
These by-laws, the powers of the Corporation and of its directors and
shareholders, and all matters concerning the conduct and regulation of the
business of the Corporation shall be subject to such provisions in regard
thereto, if any, as are set forth in the Articles of Incorporation. All
references herein to the Articles of Incorporation shall be construed to mean
the Articles of Incorporation of the Corporation as from time to time amended.
ARTICLE II
OFFICES
SECTION 2.01. Principal Office. The principal office of the Corporation
shall be located in Nasonville, Rhode Island.
SECTION 2.02. Other Offices. The Corporation may also have an office or
offices at such other place or places either within or without the State of
Rhode Island as the Board of Directors may from time to time determine or the
business of the Corporation may require.
ARTICLE III
MEETINGS OF SHAREHOLDERS
SECTION 3.01. Place of Meetings. All meetings of the shareholders of
the Corporation shall be held at the principal office of the Corporation or at
such other place within or without the State of Rhode Island, as shall be fixed
by the Board of Directors and specified in the respective notices or waivers of
notice of said meetings.
SECTION 3.02. Annual Meetings. The annual meeting of the shareholders
for the election of directors and for the transaction of such other business as
may come before the meeting shall be held at 10 o'clock in the forenoon, local
time, on the third Monday in July in each year, if not a legal holiday, and, if
a legal holiday, then on the next succeeding business day not a legal holiday.
If such annual meeting is omitted by oversight or otherwise on the day herein
provided therefor, a special meeting may be held in place thereof, and any
business transacted or elections held at such special meeting shall have the
same effect as if transacted or held at the
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annual meeting. The purposes for which an annual meeting is to be held, in
addition to those prescribed by law or these by-laws, may be specifies by a
majority of the Board of Directors, the President or a shareholder or
shareholders holding of record at least twenty-five percent (25%) in voting
power of the outstanding shares of the Corporation entitled to vote at such
meeting.
SECTION 3.03. Special Meetings. A special meeting of the shareholders
for any purpose or purposes, unless otherwise prescribed by statute, may be
called at any time by the President, by order of the Board of Directors or by a
shareholder or shareholders holding of record at least twenty-five per cent
(25%) in voting power of the outstanding shares of the Corporation entitled to
vote at such meeting.
SECTION 3.04. Notice of Meetings. Except as otherwise expressly
required by statute or by these by-laws, notice of each meeting of the
shareholders, whether annual or special, shall be given at least ten (10) days
before the day on which the meeting is to be held to each shareholder of record
having voting power by delivering a written or printed notice thereof to him
personally, or by mailing such notice, postage pre-paid, addressed to him at
his post office address as it appears upon the books of the Corporation. Except
where expressly required by law, no publication of any notice of a meeting of
shareholders shall be required. Every such notice shall state the time and place
of the meeting, and, in case of a special meeting, shall state the purpose or
purposes thereof. Notice of any meeting of shareholders shall not be required to
be given to any shareholder who shall attend such meeting in person or by proxy
or who shall waive notice thereof in the manner hereinafter provided. Notice of
any adjourned meeting of the shareholders shall not be required to be given,
except when expressly required by law.
SECTION 3.05. Quorum. At each meeting of the shareholders, the holders
of a majority of the issued and outstanding shares of the Corporation entitled
to vote at such meeting, present in person or represented by proxy, shall
constitute a quorum for the transaction of business except where otherwise
provided by law or by the Articles of Incorporation of the Corporation as from
time to time amended. In the absence of a quorum the shareholders of the
Corporation present in person or represented by proxy and entitled to vote, by
majority vote, or, in the absence of all the shareholders, any officer entitled
to preside or to act as secretary at such meeting, may adjourn the meeting from
time to time, until shareholders holding the requisite amount of shares shall be
present or represented. At any such adjourned meeting at which a quorum may be
present any business may be transacted which might have been transacted at the
meeting as originally called. The absence from any meeting of the holders of the
number of shares required by the laws of the State of Rhode Island or by the
Articles of Incorporation or by these by-laws for action upon any given matter
shall not prevent action at such meetings upon any other matter or matters which
properly come before the meeting, if the holders of the number of shares
required in respect of such other matter or matters shall be present.
SECTION 3.06. Voting. Except as otherwise required by law or by the
Articles of Incorporation or by these by-laws, each shareholder of the
Corporation shall, at every meeting of the shareholders, whether the voting is
by one or more classes voting separately or by two or more classes voting as one
class, be entitled to one vote in person or by proxy for each share of the
Corporation registered in his name on the books of the Corporation. The
Corporation shall not vote directly or indirectly any shares held in its own
name. Any vote on shares may be given
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by the shareholder entitled thereto in person or by his proxy appointed by an
instrument in writing. At all meetings of the shareholders, all matters (except
where other provision is made by statute or by the Articles of Incorporation or
by these by-laws) shall be decided by the vote of a majority in interest of the
shareholders present in person or represented by proxy and entitled to Vote
thereat, a quorum being present.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 4.01. General Powers. The property, affairs and business of the
Corporation shall be managed by the Board of Directors and the Board shall have,
and may exercise, all of the powers of the Corporation, except such as are
conferred by law, the Articles of Incorporation or these by-laws, upon the
shareholders.
SECTION 4.02. Number, Qualifications and Term of Office. The number of
directors to constitute the Board of Directors shall be such number, not less
than three nor more than seven as shall be fixed initially by vote of the
incorporators and thereafter from time to time by the shareholders at any annual
meeting or at any special meeting called for the purpose; provided, however,
that between such meetings of shareholders the number so fixed may at any time
be increased or decreased, subject to the above-specified limits, by the
affirmative vote of a majority of the Board of Directors. Directors shall be
elected initially by the incorporators and thereafter by the shareholders at
each annual meeting of shareholders of the Corporation, or at any special
meeting held in place thereof, except as provided in Section 4.03 and 4.11 of
this Article. Each director shall hold office until the next annual election of
directors, and until his successor shall have been duly elected and qualified,
or until his death or until he shall have resigned or shall have been duly
elected and qualified, or until his death or until he shall have resigned or
shall have been removed in the manner hereinafter provided. No director need be
a shareholder.
SECTION 4.03. Election of Directors. Except as otherwise required by
the Articles of Incorporation, at each meeting of the shareholders for the
election of directors at which a quorum is present, the persons receiving the
greatest number of votes shall be the directors. In case of any increase in the
number of directors, the additional director or directors may be elected either
at the meeting of the directors or of the shareholders at which such increase is
voted, or at any subsequent regular, annual or special meeting of directors or
shareholders, provided that any special meeting of shareholders at which such
additional director or directors shall be elected shall have been called for
that purpose.
SECTION 4.04 Quorum and Manner of Acting. A majority of the total
number of directors at the time in office, but not less than two directors,
shall constitute a quorum for the transaction of business at any meeting and,
except as otherwise provided by law or by these by-laws, the act of a majority
of the directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors. In the absence of a quorum, a majority of the
directors present may adjourn any meeting from time to time until a quorum be
had. Notice of any
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adjourned meeting need not be given. The directors shall act only as a Board and
the individual directors shall have no power as such.
SECTION 4.05. Place of Meetings. The Board of Directors may hold its
meetings at any place within or without the State of Rhode Island as it may from
time to time determine or shall be specified or fixed in the respective notices
or waivers of notice thereof.
SECTION 4.06. Annual Meeting. The Board of Directors shall meet for the
purpose of organization, the election of officers and the transaction of other
business, as soon as practicable after each annual election of directors on the
same day and at the same place at which such election of directors was held.
Notice of such meeting need not be given. Such meeting may be held at any other
time or place which shall be specified in a notice given as hereinafter provided
for special meetings of the Board of Directors or in a consent and waiver of
notice thereof signed by all the directors.
SECTION 4.07. Regular Meetings. Regular meetings of the Board of
Directors shall be held at such places and at such times as the Board shall from
time to time by vote determine. If any day fixed for a regular meeting shall be
a legal holiday at the place where the meeting is to be held, then the meeting
which would otherwise be held on that day' shall be held at the same hour on the
next succeeding business day not a legal holiday. Notice of regular meetings
need not be given.
SECTION 4.08. Special Meetings; Notice. Special meetings of the Board
of Directors shall be held whenever called by the President or by any two of the
directors. Notice of each such meeting shall be given by the Secretary or the
person calling the meeting to each director by mailing the same addressed to him
at his residence or usual place of business, or personally by telegraphing,
cabling or telephoning the same to him, at least three (3) days before the day
on which the meeting is to be held. Every such notice shall state the time and
place of the meeting but need not state the purpose thereof except as otherwise
in these by-laws expressly provided.
SECTION 4.09. Removal of Directors. Except as otherwise provided in the
Articles of Incorporation, any director may be removed, either with or without
cause, at any time, by the affirmative vote of the holders of record of a
majority of the issued and outstanding shares entitled to vote for the election
of directors of the Corporation given at a special meeting of the shareholders
called and held for the purpose, and the vacancy in the Board caused by any such
removal may be filled by such shareholders at such meeting, or, if the
shareholders at such meeting shall fail to fill such vacancy, as in these
by-laws provided.
SECTION 4.10. Resignation. Any director of the Corporation may resign
at any time by giving written notice to the Board of Directors or to the
President or to the Secretary of the Corporation. The resignation of any
director shall take effect at the time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 4.11. Vacancies. Any vacancy in the Board of Directors caused
by death, resignation, removal, disqualification, an increase in the number of
directors, or any other cause,
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may be filled by a majority vote of the remaining directors then in office,
though less than a quorum, at any regular meeting or special meeting, including
the meeting at which any such vacancy may arise, or by the shareholders of the
Corporation at the meeting at which any such vacancy may arise or the next
annual meeting or any special meeting provided that any special meeting of
shareholders at which any such vacancy shall be filled shall have been called
for the purpose, and each director so elected shall hold office until the next
annual election of directors, and until his successor shall have been fully
elected and qualified, or until his death or until he shall have resigned or
shall have been removed in the manner herein provided.
ARTICLE V
WAIVER OF NOTICE: UNANIMOUS CONSENT
SECTION 5.01. Waiver of Notice. Notice of the time, place and purpose
of any meeting of the shareholders or Board of Directors may be waived in
writing by any shareholder or director either before or after such meeting; and
attendance in person, or in case of a meeting of the shareholders, by proxy, at
a meeting of the shareholders or Board of Directors shall be equivalent to
having waived notice thereof.
SECTION 5.02. Consent of Shareholders. Insofar as permitted by law,
whenever the vote of shareholders at a meeting thereof is required or permitted
to be taken in connection with any corporate action by any provision of the
statutes or of the Articles of Incorporation, the meeting and vote of
shareholders may be dispensed with, if all the shareholders who would have been
entitled to vote upon the action if such meeting were held, shall consent in
writing to such corporate action being taken. Any action required or permitted
to be taken at a meeting of shareholders may be taken without a meeting upon the
written consent of less than all the shareholders to the extent and in the
manner permitted by Section 7-1.1-30.3(2) of the Rhode Island Business
Corporation Act, as amended from time to time.
SECTION 5.03. Unanimous Consent of Directors. Insofar as permitted by
law and unless otherwise restricted by the Articles of Incorporation or these
by-laws, any action required or permitted to be taken at any meeting of the
Board of Directors may be taken without a. meeting if prior to such action a
written consent thereto is signed by all members of the Board and such written
consent is filed with the records of the Corporation.
ARTICLE VI
OFFICERS
SECTION 6.01. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary, a Treasurer, and such other
officers as the Board of Directors may from time to time appoint, including one
or more Assistant Secretaries and one or more Assistant Treasurers. One person
may hold the offices and perform the duties of any two or more of said officers.
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SECTION 6.02. Election, Qualifications and Term of Office. Each officer
shall be elected annually by the Board of Directors, or from time to time to
fill any vacancy, and shall hold office until his successor shall have been duly
elected and qualified, or until his death or until he shall have resigned or
shall have been removed in the manner hereinafter provided.
SECTION 6.03. Removal. Any officer may be removed either with or
without cause, by the vote of a majority of the whole Board of Directors at a
special meeting called for the purpose.
SECTION 6.04. Resignation. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President or the Secretary.
Any such resignation shall take effect at the date of 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 6.05. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.
SECTION 6.06. The President. The President shall have general direction
of the affairs of the Corporation. In addition, the President shall perform such
other duties and have such other responsibilities as the Board of Directors may
from time to time determine. He shall preside at all meetings of the
shareholders.
SECTION 6.07. The Vice Presidents. The Vice President, or if there
shall be more than one, the Vice Presidents in the order determined by the Board
of Directors, shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
SECTION 6.08. The Secretary. The Secretary shall record or cause to be
recorded in books provided for the purpose all the proceedings of the meetings
of the Corporation, including the shareholders, the Board of Directors and all
committees of which a secretary shall not have been appointed; shall see that
all notices are duly given in accordance with the provisions of these by-laws
and as required by law; shall be custodian of the records (other than financial)
and of the seal of the Corporation; and in general, the Secretary shall perform
all duties incident to the office of Secretary and such other duties as may,
from time to time, be assigned to him by the Board of Directors or the
President.
SECTION 6.09. The Assistant Secretaries. At the request of the
Secretary or in his absence or disability, the Assistant Secretary designated by
him or by the Board of Directors shall perform all the duties of the Secretary
and, when so acting, shall have all the powers of the Secretary. The Assistant
Secretaries shall perform such other duties as from time to time may be assigned
to them by the Board of Directors, the President or the Secretary.
SECTION 6.10. The Treasurer. The Treasurer shall have charge and
custody of, and be responsible for, all funds and securities of the Corporation,
and deposit all such funds to the
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credit of the Corporation in such banks, trust companies or other depositaries
as shall be selected in accordance with the provisions of these by-laws;
disburse the funds of the Corporation under the general control of the Board of
Directors, based upon proper vouchers for such disbursements; receive, and give
receipts for, moneys due and payable to the Corporation from any source
whatsoever, render a statement of the condition of the finances of the
Corporation at all regular meetings of the Board of Directors, and a full
financial report at the annual meeting of the shareholders, if called upon to do
so; and render such further statements to the Board of Directors and the
President as they may respectively require concerning his transactions as
Treasurer or the financial condition of the Corporation. The Treasurer shall
also have charge of the books and records of account of the Corporation; keep or
cause to be kept at such office or offices of the Corporation as the Board of
Directors shall from time to time designate, be responsible for the keeping of
correct and adequate records of the assets, liabilities, business and
transactions of the Corporation and at all reasonable times exhibit his books
and records of account to any of the directors of the Corporation upon
application at the office of the Corporation where such books and records are
kept, be responsible for the preparation and filing of all reports and returns
relating to or based upon the books and records of the Corporation kept by him
or under his direction; and, in general, perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board of Directors or the President.
SECTION 6.11. The Assistant Treasurers. At the request of the Treasurer
or in his absence or disability, the Assistant Treasurer designated by him or by
the Board of Directors shall perform all the duties of the Treasurer, and when
so acting, shall have all the powers of the Treasurer. The Assistant Treasurers
shall perform such other duties as from time to time may be assigned to them by
the Board of Directors, the President or the Treasurer.
SECTION 6.12. General Powers. Each officer shall, subject to these
by-laws, have, in addition to the duties and powers herein set forth, such
duties and powers as are commonly incident to his office, and such duties and
powers as the Board of Directors shall from time to time designate.
SECTION 6.13. Bonding. Any officer, employee, agent or factor shall
give such bond with such surety or sureties for the faithful performance of his
duties as the Board of Directors may, from time to time, require.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each person who at any time is, or shall have been, a director or
officer of the Corporation, and is threatened to be or is made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that he is, or
was, a director, officer, employee or agent of the Corporation, or is or has
served at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall be indemnified against expenses (including attorneys' fees) ,
judgments, fines and amounts paid in settlement actually
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and reasonably incurred by him in connection with any such action, suit or
proceeding to the full extent permitted under subsections (a) through (e) of
Section 7-1.1-4.1 of the Rhode Island Business Corporation Act, as from time to
time amended. The foregoing right of indemnification shall in no way be
exclusive of any other rights of indemnification to which such director,
officer, employee or agent may be entitled, under any by-law, agreement, vote of
shareholders or disinterested directors or otherwise, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
ARTICLE VIII
EXECUTION OF DOCUMENTS
SECTION 8.01. Contracts, etc., How Executed. Unless the Board of
Directors shall otherwise determine, the (i) President, any Vice President or
the Treasurer and (ii) Secretary or any Assistant Secretary may enter into any
contract or execute any contract or other instrument, the execution of which is
not otherwise specifically provided for, in the name and on behalf of the
Corporation. The Board of Directors, except as in these by-laws otherwise
provided, may authorize any other or additional officer or officers, agent or
agents, of the Corporation to enter into any contract or execute and deliver any
contract or other instrument in the name and on behalf of the Corporation, and
such authority may be general or confined to specific instances. Unless
authorized so to do by these by-laws or by the Board of Directors, no officer,
agent or employee shall have any power or authority to bind the Corporation by
any contract or engagement, or to pledge its credit, or to render it liable
pecuniarily for any purpose or to any amount.
SECTION 8.02. Checks, Drafts, etc. All checks, drafts, bills of
exchange or other orders for the payment of money, obligations, notes, or other
evidences of indebtedness bills of lading, warehouse receipts and insurance
certificates of the Corporation, shall be signed or endorsed by such officer or
officers, employee or employees, of the Corporation as shall from time to time
be determined by resolution of the Board of Directors.
ARTICLE IX
BOOKS AND RECORDS
SECTION 9.01. Place. The Board of Directors may keep the books and
records of the Corporation at such places within or without the State of Rhode
Island, as it may from time to time determine. The stock record books and the
blank stock certificate books shall be kept by the Secretary.
SECTION 9.02. Addresses of Shareholders. Each shareholder shall
designate to the Secretary of the Corporation an address at which notices of
meetings and all other corporate notices may be served upon or mailed to him,
and if any shareholder shall fail to designate such address, corporate notices
may be served upon him by mail directed to him at his last known post
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office address, or by transmitting a notice thereof to him at such address by
telegraph, cable, radio or wireless.
ARTICLE X
SHARES AND THEIR TRANSFER
SECTION 10.01. Certificates for Shares. Every owner of shares of the
Corporation shall be entitled to have a certificate certifying the number of
shares owned by him in the Corporation and designating the class of shares to
which such shares belong, which shall otherwise be in such form, in conformity
to law, as the Board of Directors shall prescribe. Each such certificate shall
be signed by the President or a Vice President and the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer of the Corporation.
SECTION 10.02. Record. A record shall be kept of the name of the
person, firm or corporation owning the shares of the corporation issued, the
number of shares represented by each certificate, and the date thereof, and, in
the case of cancellation, the date of cancellation. The person in whose name
shares stand on the books of the Corporation shall be deemed the owner thereof
for all purposes as regards the Corporation.
SECTION 10.03. Transfer of Shares. Transfers of shares of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his attorney thereunto authorized, and on the surrender of
the certificate or certificates for such shares properly endorsed.
SECTION 10.04. Closing of Transfer Books; Record Dates. Insofar as
permitted by law, the Board of Directors may direct that the stock transfer
books of the Corporation be closed for a period not exceeding fifty (50) days
preceding the date of any meeting of shareholders 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 shares of the Corporation shall go into effect, or
for a period not exceeding fifty (50) days in connection with obtaining the
consent of shareholders for any purpose; provided, however, that in lieu of
closing the stock transfer books as aforesaid, the Board of Directors may,
insofar as permitted by law, fix in advance a date, not exceeding fifty (50)
days preceding the date of any meeting of shareholders, 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 shares of the Corporation shall go
into effect, or a date in connection with obtaining such consent, as a record
date for the determination of the shareholders entitled to notice of, and to
vote at, any such meeting or any adjournment thereof, or entitled to receive
payment of any such dividend, or to any such allotment of rights, or to exercise
the rights in respect of any change, conversion or exchange of shares of the
Corporation, or to give such consent, and in each such case shareholders and
only such shareholders as shall be shareholders of record on the date so fixed
shall be entitled to notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights or to give such consent, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
any such record date fixed as aforesaid.
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SECTION 10.05. Lost, Destroyed or Mutilated Certificates. In case of
the alleged loss or destruction or the mutilation of a certificate representing
shares of the Corporation, a new certificate may be issued in place thereof, in
the manner and upon such terms as the Board of Directors may prescribe.
ARTICLE XI
SEAL
The Board of Directors shall provide a corporate seal, which shall be
in the form of a circle and shall bear the name of the Corporation and the words
and figures "Incorporated 1974, Rhode Island."
ARTICLE XII
FISCAL YEAR
Except as from time to time otherwise provided by the Board of
Directors, the fiscal year of the Corporation shall commence on the first day of
April.
ARTICLE XIII
AMENDMENTS
All by-laws of the Corporation shall be subject to alteration or
repeal, and new by-laws not inconsistent with the laws of the State of Rhode
Island or any provision of the Articles of Incorporation may be made either by
the affirmative vote of the holders of record of a majority of the outstanding
shares of the Corporation present in person or represented by proxy and entitled
to vote in respect thereof; given at an annual meeting or at any special meeting
at which a quorum shall be present, or by the affirmative vote of a majority of
the whole Board of Directors given at any meeting, provided that in each case
notice of the proposed alteration or repeal or of the proposed new by-laws be
included in the notice of such meeting.
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