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Exhibit 3.28
RESTATED BY-LAWS
ADOPTED MARCH 3, 1980
A. I., INC.
BY-LAWS
ARTICLE I
STOCKHOLDERS
1. Annual Meeting. The annual meeting of stockholders shall be
held on the second Tuesday in June in each year (or if that be a legal holiday
in the place where the meeting is to be held, on the next succeeding full
business day) at 10:00 a.m. unless a different hour is fixed by the Directors or
the President and stated in the notice of the meeting. The purposes for which
the annual meeting is to be held, in addition to those prescribed by law, by the
Articles of Organization or by these By-Laws, may be specified by the Directors
or the President. If no annual meeting is held in accordance with the foregoing
provisions, a special meeting may be held in lieu thereof, and any action taken
at such meeting shall have the same effect as if taken at the annual meeting.
2. Special Meetings. Special Meetings of stockholders may be
called by the President or by the Directors. Upon written application of one or
more stockholders who hold at least 10 per cent of the capital stock entitled to
vote at the meeting, special meetings shall be called by the Clerk, or in the
case of the death, absence, incapacity or refusal of the Clerk, by any other
officer. The call for the meeting shall state the date, hour and place and the
purposes of the meeting.
3. Place of Meetings. All meetings of stockholders shall be held
at the principal office of the corporation unless a different place (within the
United States) is fixed by the Directors or the President and stated in the
notice of the meeting.
4. Notice of Meeting. A written notice of every meeting of
stockholders, stating the place, date and hour thereof, and the purposes for
which the meeting is to be held, shall be given by the Clerk or by the person
calling the meeting at least seven days before the meeting to each stockholder
entitled to vote thereat and to each stockholder, who by law, by the Articles of
Organization or by these By-Laws is entitled to such notice, by leaving such
notice with him or at his residence or usual place of business, or by mailing it
postage prepaid and addressed to such stockholder at his address as it appears
upon the books of the corporation. No notice need be given to any stockholder if
a written waiver of notice, executed before or after the meeting by the
stockholder or his attorney thereunto authorized, is filed with the records of
the meeting.
5. Quorum. The holders of a majority in interest of all stock
issued, outstanding and entitled to vote at a meeting shall constitute a quorum.
The vote of a majority in interest of any quorum shall be sufficient to transact
business unless otherwise provided by law, or by the Articles of Organization or
by the By-Laws. If two or more classes of stock are outstanding and
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entitled to vote as separate classes, then in the case of each such class, a
quorum shall consist of the holders of a majority in interest of the stock of
that class issued, outstanding and entitled to vote.
6. Voting and Proxies. Each stockholder shall have one vote for
each share of stock entitled to vote held by him of record according to the
records of the corporation, unless otherwise provided by the Articles of
Organization. Stockholders may vote either in person or by written proxy dated
not more than six months before the meeting named therein. Proxies shall be
filed with the Clerk of the meeting, or of any adjournment thereof, before being
voted. Except as otherwise limited therein, proxies shall entitle the persons
named therein to vote at any adjournment of such meeting but shall not be valid
after final adjournment of such meeting. A proxy with respect to stock held in
the name of two or more persons shall be valid if executed by one of them unless
at or prior to exercise of the proxy the corporation receives a specific written
notice to the contrary from any one of them. A proxy purporting to be executed
by or on behalf of a stockholder shall be deemed valid unless challenged at or
prior to its exercise.
7. Action at Meeting. When a quorum is present, the holders of a
majority of the stock present or represented and voting on a matter, (or if
there are two or more classes, then in the case of each such class, the holders
of a majority of the stock of that class present or represented and voting on a
matter) except where a larger vote is required by law, the Articles of
Organization or these By-Laws, shall decide any matter to be voted on by the
stockholders. Any election by stockholders shall he determined by a plurality of
the votes cast by the stockholders entitled to vote at the election. No ballot
shall be required for such election unless requested by a stockholder present or
represented at the meeting and entitled to vote in the election. The corporation
shall not directly or indirectly vote any share of its stock.
8. Action Without Meeting. Any action to be taken by stockholders
may be taken without a meeting if all stockholders entitled to vote on the
matter consent to the action by a writing filed with the records of the meeting
of stockholders. Such consent shall be treated for all purposes as a vote at a
meeting.
9. Notwithstanding any contrary provision of these by-laws or the
Articles of Organization, the holders of not less than a 75% majority of all
outstanding common stock at a meeting at which 85% or more of such common stock
shall be represented in person or by proxy shall be required to:
(i) amend the Articles of Organization or by-laws of the
Corporation;
(ii) merge, consolidate, reorganize, liquidate or dissolve
the Corporation or any subsidiary of the Corporation
or sell or otherwise transfer or dispose of all or
substantially all of its assets or the shares or
assets of any subsidiary;
(iii) repurchase or redeem any capital stock or other
securities of the Corporation or any subsidiary;
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(iv) in respect of the Corporation or any subsidiary, file
a petition in bankruptcy under state or Federal law,
enter into any arrangement or composition with
creditors, make an assignment for the benefit of
creditors or otherwise take advantage of any laws
giving relief for insolvency, or take advantage of
any laws giving relief for insolvency, or take any
action which is an act of bankruptcy;
(v) declare or pay any dividend in cash or in property,
redeem or retire any shares or other capital stock of
the Corporation or any subsidiary or enter into,
amend or fail to renew any employment or service
contract providing for annual payments in excess of
$20,000 between the Corporation and any other
corporation; or
(vi) increase the Board of Directors of the Corporation or
any subsidiary to more than three (3) Directors.
ARTICLE II
DIRECTORS
1. Powers. The business of the Corporation shall be managed by a
Board of Directors who may exercise all the powers of the Corporation except as
otherwise provided by law, by the Articles of Organization or by these By-Laws.
The Board of Directors may issue any of this corporation's unissued capital
stock from time to time authorized under the Articles of Organization of this
corporation for such consideration and in such amounts as they shall deem
appropriate. In the event of a vacancy in the Board of Directors, the remaining
Directors, except as otherwise provided by law, may exercise the powers of the
full Board until the vacancy is filled.
2. Election. A Board of Directors of four (4) persons shall be
elected by the stockholders at the annual meeting, unless otherwise provided by
law.
3. Vacancies. Any vacancy in the Board of Directors, other than a
vacancy resulting from the enlargement of the Board, may be filed by the
stockholders, or in the absence of stockholder action, by the Directors.
4. Tenure. Except as otherwise provided by law, by the Articles
of Organization or by these By-Laws, Directors shall hold office until the next
annual meeting of stockholders or special meeting of stockholders held for the
purpose of electing of appointing Directors. Any Director may resign by
delivering his written resignation to the Corporation at its principal office or
to the President, Clerk or Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.
5. Removal. A Director may be removed from office with or without
cause by vote of a majority of the stockholders entitled to vote in the election
of Directors, provided that the Directors of a class elected by a particular
class of stockholders may be removed only by vote of
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the holders of a majority of the shares of such class. A Director may be removed
for cause only after reasonable notice and opportunity to be heard before the
stockholders. A Director may be removed for cause only after reasonable notice
and opportunity to be heard before the body proposing to remove him.
6. Meetings. Regular meetings of the Directors may be held
without call or notice at such places and at such times as the Directors may
from time to time determine, provided that any Director who is absent when such
determination is made shall he given notice of the determination. A regular
meeting of the Directors may be held without call or notice at the same place as
the annual meeting of the stockholders, or the special meeting held in lieu
thereof, following such meeting of stockholders.
Special meetings of the Directors may be held at any time and place
designated in a call by the President, Treasurer or two or more Directors.
7. Notice of Meetings. Notice of all special meetings of the
Directors shall be given to each Director by the Secretary, or if there be no
Secretary, by the Clerk, or Assistant Clerk, or in the case of the death,
absence, incapacity or refusal of such person, by the officer or one of the
Directors calling the meeting. Notice shall be given to each Director in person
or by telephone or by telegram sent to his business or home address at least
twenty-four hours in advance of the meeting, or by written notice mailed to his
business or home address at least forty-eight hours in advance of the meeting.
Notice need not be given to any Director if a written waiver of notice, executed
by him before or after the meetings, is filed with the records of the meeting,
or to any Director who attends the meeting without protesting prior thereto or
at its commencement the lack of notice to him. A notice or waiver of notice of a
Director's meeting need not specify the purposes of the meeting.
8. Quorum. At any meeting of the Directors, a majority of the
Directors then in office shall constitute a quorum. Less than a quorum may
adjourn any meeting from time to time without further notice.
9. Action at Meetings. At any meeting of the Directors at which a
quorum is present, the vote of a majority of those present, unless a different
vote is specified by law, by the Articles of Organization, or by these By-laws
shall he sufficient to decide such matters.
10. Action by Consent. Any action by the Directors may be taken
without a meeting if a written consent thereto is signed by all the Directors
and filed with the records of the Directors' Meetings. Such consent shall be
treated as a vote of the Directors for all purposes.
11. Contracting by Directors and Officers. In the absence of
fraud, no contract or other transaction between this corporation and any other
corporation or any partnership or association shall be affected or invalidated
by the fact that any Director or Officer of this corporation is pecuniarily or
otherwise interested in or is a Director, member or Officer of such other
corporation or of such firm, association or partnership or is a party to or is
pecuniarily or otherwise interested in such contract or other transaction or in
any way connected with any person or persons, firm, association, partnership or
corporation pecuniarily or otherwise interested therein; any Director may be
counted in determining the existence of a quorum at any Meeting of the Board of
Directors of this corporation for the purpose of authorizing any such contract
or transaction with like force and effect as if he were not so interested, or
were not a
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Director, member or Officer of such other corporation, firm, association or
partnership.
ARTICLE III
OFFICERS
1. Enumeration. The officers of the Corporation shall consist of
a Chief Executive Officer, a President, a Treasurer, a Clerk, a Secretary, and
any such other officers, including one or more Vice Presidents, Assistant
Treasurers, Assistant Clerks and Assistant Secretaries as the stockholders,
Directors or, with respect to Assistant Treasurers, Assistant Clerks and
Assistant Secretaries, the President may appoint.
2. Election. The President, Treasurer and Clerk shall be elected
annually by the Directors at their first meeting following the annual meeting of
the stockholders. Other officers may be chosen by the Directors at such meeting
or at any other meeting. The President shall have the authority to appoint one
or more Assistant Treasurers, Assistant Clerks or Assistant Secretaries as he
deems advisable.
3. Qualification. The President may, but need not be, a Director.
No officer need be a stockholder. Any or all offices may be held by the same
person. Any officer may be required by the Directors to give bond for the
faithful performance of his duties to the Corporation in such amount and with
such sureties as the Directors may determine.
4. Tenure. Except as otherwise provided by law, the Articles of
Organization or by these By-Laws, the President, Treasurer and Clerk shall hold
office until the first meeting of the Directors following the annual meeting of
stockholders and thereafter until his successor is chosen and qualified; and all
other officers shall hold office until the first meeting of the Directors
following the annual meeting of stockholders, unless a shorter term is specified
in the vote choosing or appointing him. Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
President, Clerk or Secretary, and such resignation shall he effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.
5. Removal. The Directors may remove any officer with or without
cause by a vote of a majority of the entire number of Directors then in office,
provided, that an officer may be removed for cause only after reasonable notice
and opportunity to be heard by the Board of Directors prior to action thereon.
6. President and Vice President. The President shall be the chief
executive officer of the corporation and shall, subject to the direction of the
Directors, have general supervision and control of its business. Unless
otherwise provided by the Directors he shall preside, when present, at all
meetings of stockholders and of the Directors.
Any Vice President shall have such powers as the Directors may from
time to time designate.
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7. Treasurer and Assistant Treasurers. The Treasurer shall,
subject to the direction of the Directors, have general charge of the financial
affairs of the corporation and shall cause to he kept accurate books of account,
he shall have custody of all funds, securities, and valuable documents of the
corporation, except as the Directors may otherwise provide.
Any Assistant Treasurer shall have such powers as the Directors may
from time to time designate.
8. Clerk and Assistant Clerks. The Clerk shall keep a record of
the meetings of stockholders. Unless a Transfer Agent is appointed, the Clerk
shall keep or cause to be kept in Massachusetts, at the principal office of the
corporation or at his office, the stock and transfer records of the corporation
in which are contained the names of all stockholders and the record address, and
the amount of stock held by each.
In case a Secretary is not elected, the Clerk shall keep a record of
the meetings of the Directors.
Any Assistant Clerk shall have such powers as the Directors may from
time to time designate. In the absence of the Clerk from any meeting of
Stockholders, an Assistant Clerk, if one is elected, otherwise a Temporary Clerk
designated by the person presiding at the meeting, shall perform the duties of
the Clerk.
9. Secretary and Assistant Secretary. If a Secretary is elected,
he shall keep a record of the meetings of the Directors and in his absence, an
Assistant Secretary, if one be elected, otherwise a Temporary Secretary
designated by the person presiding at the meeting, shall keep a record of the
meetings of the Directors.
Any Assistant Secretary shall have such powers as the Directors may
from time to time designate.
10. Other Powers and Duties. Each officer shall, subject to these
By-Laws, have in addition to the duties and powers specifically set forth in
these By-Laws, such duties and powers as are customarily incident to his office,
and such duties and powers as the Directors may from time to time designate.
11. Vacancies. If the office of any Director, or any other office,
becomes vacant by reason of death, resignation, retirement, disqualification,
removal from office, or otherwise, the Directors or remaining Directors if less
than a quorum may, by majority vote, choose a successor or successors, who shall
hold office for the unexpired term in respect of which such vacancy occurred or
until his successor be chosen and qualified.
The Stockholders may, at a Special Meeting called for the purpose,
choose a successor to a Director or other officer whose office may have become
vacant by reason of his death, resignation, retirement, disqualification,
removal from office, or otherwise, and the person so chosen shall displace any
successor thereto or chosen by the Board of Directors and shall hold office
until the next Annual Meeting of the Stockholders, or at the Special Meeting of
the
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Stockholders held in place of such Annual Meeting, and until his successor is
chosen and qualified.
ARTICLE IV
1. Certificate of Stock. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may he
prescribed from time to time by the Directors. The certificate shall be signed
by the President or a Vice President, and by the Treasurer or an Assistant
Treasurer, but when a certificate is countersigned by a transfer agent or a
registrar, other than a Director, officer, or employee of the corporation, such
signatures may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed on such certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the time of its
issue.
Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Articles of Organization, the By-Laws or
any agreement to which the corporation is a party, shall have the restriction
noted conspicuously on the certificate and shall also set forth on the face or
back either the full text of the corporation or a statement of the existence of
such restriction and a statement that the corporation shall furnish a copy to
the holder of such certificate upon written request and without charge. Every
certificate issued when the corporation is authorized to issue more than one
class or series of stock shall set forth on its face or back either the full
text of the preferences, voting powers, qualifications and special and relative
rights of the shares of each class and series authorized to be issued or a
statement of the existence of such preferences, powers , qualifications and
rights, and a statement that the corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.
2. Transfer of Stock. Shares shall he transferred (subject to the
restrictions, if any, imposed by these By-Laws or by the Articles of
Organization) on the books of the corporation only by the owner thereof, his
attorney legally constituted, or his legal representatives, by delivery of the
certificates therefor properly endorsed, or accompanied by an assignment of the
same in writing. No transfer shall affect the right of the corporation to pay
any dividend upon the stock or to treat the holder of record as the holder in
fact until such transfer is recorded on the books of the corporation, and,
except only as may be otherwise required by law, the corporation shall not be
bound to recognize any equitable or other claim to or interest in shares on the
part of any other person.
The transfer books of the stock of the corporation may be closed for
such period in anticipation of Stockholders' Meetings or the declaration or
payment of dividends or the attachment to stock of any subscription or other
rights, as the Board of Directors may from time to time determine.
It shall be the duty of each Stockholder to notify the corporation of
his post office address, and failure to do so shall constitute a waiver by such
stockholder of the right to receive any dividend or distribution or any notices
given to the Stockholders during the period that such failure continues.
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3. Record Date. The Directors may fix in advance a time of not
more than sixty days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend or the making of any distribution to
stockholders, or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for determining
the stockholders having the right to notice of and to vote at such meeting, and
any adjournment thereof, or the right to receive such dividend or distribution
or the right to give such consent or dissent. In such case only stockholders of
record on such record date shall have such right, notwithstanding any transfer
of stock on the books of the corporation after the record date. Without fixing
such record date the Directors may for any of such purposes close the transfer
books for all or any part of such period.
4. Replacement of Certificates. In case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate certificate
may be issued in place thereof, upon such terms as the Directors may prescribe.
ARTICLE V
MISCELLANEOUS PROVISIONS
1. Fiscal Year. Except as from time to time otherwise determined
by the Directors, the fiscal year of the corporation shall be the twelve months
ending February 28th of each year.
2. Seal. The seal of the corporation shall, subject to alteration
by the Directors, bear its name, the word "Massachusetts" and the year of its
incorporation.
3. Execution of Instruments. All deeds, leases, transfers,
contracts, bonds, notes and other obligations authorized to be executed by an
officer of the corporation in its behalf shall be signed by the President or the
Treasurer except as the Directors may generally or in particular cases otherwise
determine.
4. Voting of Securities. Except as the Directors may otherwise
designate, the President or Treasurer may waive notice of, and appoint any
person or persons to act as proxy or attorney in fact for this corporation (with
or without power of substitution) at any meeting of stockholders or shareholders
of any other corporation or organization, the securities of which may be held by
this corporation.
5. Corporate Records. The original, or attested copies, of the
Articles of Organization, By-Laws and records of all meetings of the
incorporators and stockholders, and the stock and transfer records, which shall
contain the names of all stockholders and the record address and the amount of
stock held by each, shall be kept in Massachusetts at the principal office of
the Corporation, or at an office of its transfer agent or of the Clerk. Said
copies and records need not all be kept in the same office. They shall be
available at all reasonable times to the inspection of any stockholder for any
proper purpose but not to secure a list of stockholders for the purpose of
selling said list of stockholders, copies thereof, or of using the same for a
purpose other than in the interest of the applicant, as a stockholder, relative
to the affairs of the Corporation.
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6. Articles of Organization. All references in these By-Laws to
the Articles of Organization shall be deemed to refer to the Articles of
Organization of the Corporation, as amended and in effect from time to time.
7. Amendments. Subject to the limitations set forth in section 9
of Article I hereof, these By-Laws at any time may be amended by vote of the
stockholders, provided that notice of the substance of the proposed amendment is
stated in the notice of the meeting, or may be amended by vote of a majority of
the Directors then in office, except that no amendment may be made by the
Directors which alters the provisions of these By-Laws with respect to removal
of Directors or amendment of these By-Laws. No change in the date of the annual
meeting may be made within sixty days before the date fixed in the By-Laws. Not
later than the time of giving notice of the meeting of stockholders next
following the making, amending or repealing by the Directors of any By-Laws,
notice thereof stating the substance of such change shall be given to all
stockholders entitled to vote on amending the By-Laws.
8. Indemnification of Officers and Directors. The corporation
shall indemnify and hold harmless each person, now or hereafter an officer or
director of the Corporation, from and against any and all claims and liabilities
to which he may be or become subject by reason of his being or having been an
officer or a director of the Corporation or by reason of his alleged acts or
omissions as an officer or director of the Corporation, and shall indemnify and
reimburse each such officer and director against and for any and all legal and
other expenses reasonably incurred by him in connection with any such claims and
liabilities, actual or threatened, whether or not at or prior to the time when
so indemnified, held harmless and reimbursed he had ceased being an officer or a
director of the Corporation, except in relation to matters as to which such
officer or director shall have been guilty of willful malfeasance, bad faith,
gross negligence or reckless disregard of his duties in the conduct of his
office, provided, however, that the corporation prior to such final adjudication
may compromise and settle any such claims and liabilities and pay such expenses,
if such settlement or payment or both appears, in the judgment of a majority of
the Board of Directors to be for the best interest of the corporation, evidenced
by a resolution to that effect adopted after receipt by the corporation of a
written opinion of counsel for the corporation that such officer or director has
not been guilty of willful malfeasance, bad faith, gross negligence or reckless
disregard of his duties in the conduct of his office in connection with the
matters involved in such compromise, settlement and payment. The right of
indemnification herein provided shall not be exclusive of any other rights to
which any officer or director may otherwise be lawfully entitled.
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