EXHIBIT 3.20
AMENDED AND RESTATED CODE OF REGULATIONS
OF
DALTON CORPORATION, ASHLAND MANUFACTURING FACILITY
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ARTICLE 1
DEFINITIONS AND CONSTRUCTION
1.1 DEFINITIONS. As used in this Code of Regulations:
"CORPORATION" means Dalton Corporation, Ashland Manufacturing
Facility
"LAW" means the Ohio Revised Code, as amended from time to time.
"ARTICLES OF INCORPORATION" means the Articles of Incorporation of
the Corporation, as amended from time to time.
"REGULATIONS" means the Code of Regulations of the Corporation, as
amended from time to time.
1.2 CONSTRUCTION. The Regulations shall be construed in a manner which
harmonizes the Regulations, the Articles of Incorporation and the Law. Where the
Regulations are silent, the Articles of Incorporation and the Law shall control.
If any provision of the Regulations is inconsistent with the Articles of
Incorporation, the Articles of Incorporation shall control. If any provision of
the Regulations is inconsistent with the Law, the Law shall control except in
those circumstances in which the Law expressly allows regulations to provide
contrary rules.
ARTICLE 2
IDENTIFICATION
2.1 NAME. The name of the Corporation is Dalton Corporation, Ashland
Manufacturing Facility
2.2 PRINCIPAL OFFICE. The location of the principal office of the
Corporation is 1861 Orange Road, Ashland, Ohio.
2.3 STATUTORY AGENT. The name and street address of the Corporation's
statutory agent is CT Corporation System, 815 Superior Avenue, N.E., Cleveland,
Ohio 44114. The registered office or registered agent, or both, may be changed,
terminated or discontinued in any
manner allowable by the Law, without amending the Articles of Incorporation or
the Regulations.
2.4 FISCAL YEAR. The fiscal year of the Corporation shall end on the
Saturday on or nearest to the thirty-first day of December of each year.
ARTICLE 3
SHARES
3.1 CERTIFICATES FOR SHARES. Shares may be represented by certificates
signed by the President and the Secretary of the Corporation. The Corporation
may issue some or all of the shares of any or all of its classes without
certificates. Restrictions on transfer shall be noted conspicuously on the front
or back of the certificate or transaction statement.
3.2 REGISTRATION OF TRANSFER OF SHARES. The Corporation shall register in
its records the transfer of shares and shall issue a new certificate or
transaction statement to the transferee if a certificate or written instruction
endorsed by the appropriate person(s) is presented to the Corporation,
reasonable assurance is given that the endorsement is genuine and effective, and
other requirements of applicable Ohio statutes are met or are waived by
resolution of the Board of Directors, except in those cases in which the
Corporation has received written notification of an adverse claim or is charged
with notice of an adverse claim.
3.3 LOST, DESTROYED OR WRONGFULLY TAKEN CERTIFICATES. If a registered
owner of shares claims that the certificate representing his shares has been
lost, destroyed or wrongfully taken, the Corporation shall issue a new
certificate if the registered owner makes a written request, complies with the
requirements of applicable Indiana statutes and, in addition, complies with the
requirements which the Board of Directors may adopt by resolution. The Board of
Directors may waive the statutory requirement for an indemnity bond if the Board
of Directors determines that the registered owner's agreement to indemnify the
Corporation provides sufficient protection against potential liabilities to
adverse claimants.
ARTICLE 4
MEETINGS OF SHAREHOLDERS
4.1 ANNUAL MEETING. The shareholders' meeting for the election of
directors and for the transaction of other business shall be held on the last
weekday in April each year at the time and place (within or outside the State of
Ohio) set by the Board of Directors. The failure to hold an annual meeting at
the designated time does not affect the validity of any corporate action. Notice
of an annual meeting may be communicated orally.
4.2 SPECIAL MEETING. Special meetings of shareholders shall be held upon
the call of the Board of Directors or the President or if the holders of at
least twenty-five percent (25 %) of all the votes entitled to be cast on any
issue proposed to be considered at the proposed special meeting sign, date and
deliver to the Secretary of the Corporation one (1) or more written
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demands for the special meeting describing the purpose or purposes for which it
is to be held. Notice of a special meeting shall be in writing, shall designate
the date, time and place of the meeting (within or outside the State of Ohio)
and shall describe the purpose or purposes for which the meeting is to be held.
ARTICLE 5
THE BOARD OF DIRECTORS
5.1 ELECTION, TERM OF OFFICE, QUALIFICATION AND RESIGNATION. Directors
shall be elected by the shareholders at the shareholders' annual meetings, but
may be elected at any shareholders' meeting or by the Board of Directors
pursuant to Section 5.2. The term of a director expires at the next annual
shareholders' meeting following his election or upon his earlier death,
resignation or removal from office. Despite the expiration of a director's term,
the director continues to serve until a successor is elected and qualifies or
until there is a decrease in the number of directors. (A decrease in the number
of directors does not shorten an incumbent director's term except in the case of
a director continuing to serve beyond the expiration of his term.) A director
may qualify either by giving notice to the . Secretary of his acceptance of the
office of director or by attending a meeting of the Board of Directors. A
director may resign by delivering notice to the Board of Directors or to any
other officer of the Corporation.
5.2 VACANCIES. If a vacancy occurs on the Board of Directors, including a
vacancy resulting from the resignation, death or removal of a director and a
vacancy resulting from an increase in the number of directors, the Board of
Directors may fill the vacancy, and, if the directors remaining in office
constitute less than a quorum of the Board of Directors, the remaining directors
may fill the vacancy by the affirmative vote of a majority of all the directors
remaining in office.
5.3 QUORUM; VOTING REQUIREMENT. Except as otherwise provided in Section
5.2 with respect to the filling of vacancies on the Board of Directors, a quorum
of the Board of Directors shall consist of a majority of the actual number of
directors in office immediately before the meeting begins. If a quorum is
present when a vote is taken, the affirmative vote of a majority of directors
present is the act of the Board of Directors.
5.4 ANNUAL MEETING. Unless otherwise determined by the Board of Directors,
the Board of Directors shall meet each year promptly after the shareholders'
annual meeting for the purpose of electing officers and transaction of other
business. The failure to hold an annual meeting at the designated time does not
affect the validity of any corporate action, and if the meeting is not held at
the designated time, the election of officers may be conducted at any subsequent
meeting of the Board of Directors. No notice of the date, time, place, or
purpose of the annual meeting need be given, if notice of the shareholders'
annual meeting has been given, and in any event notice of an annual meeting may
be communicated orally. Any or all directors may participate in an annual
meeting of the Board of Directors by, or through the use of, any means of
communication by which all directors participating may simultaneously hear each
other during the meeting.
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5.5 REGULAR MEETINGS. The Board of Directors may from time to time adopt
resolutions scheduling the date(s), time(s) and place(s) of regular meetings of
the Board of Directors. A scheduled regular meeting of the Board of Directors
may be held without further notice of the date, time, place or purpose of the
meeting, and in any event notice of a regular meeting may be communicated
orally. Any or all directors may participate in a regular meeting of the Board
of Directors by, or through the use of, any means of communication by which all
directors participating may simultaneously hear each other during the meeting.
5.6 SPECIAL MEETINGS. Special meetings of the Board of Directors shall be
held upon the call of the President or upon the written request of any director.
The call or request shall state the date by which the special meeting shall be
held and may state the purpose(s) for holding the special meeting. A special
meeting of the Board of Directors must be preceded by at least two (2) days
written notice of the date, time and place of the meeting. The notice need not
describe the purpose(s) of the special meeting unless a purpose is to remove an
officer or director in which case notice of that purpose shall be given. Whether
or not the notice of a special meeting describes the purpose(s) of the meeting,
the Board of Directors may consider and act upon any matter at a special
meeting. Any or all directors may participate in a regular meeting of the Board
of Directors by, or through the use. of, any means of communication by which all
directors participating may simultaneously hear each other during the meeting.
ARTICLE 6
THE OFFICERS
6.1 ELECTION, TERM OF OFFICE, QUALIFICATION AND RESIGNATION. The Board of
Directors shall elect a Chairman, a President, a Vice President-Finance, a
Treasurer and - a Secretary and may elect other officers including assistant
officers if the Board of Directors determines that additional officers are
advisable. The same individual may simultaneously hold more than one (1) office
in the Corporation. Officers shall normally be elected at the Annual Meeting of
the Board of Directors, but may be elected at any meeting of the Board of
Directors. An officer shall hold office from the effective date of his election
until the next Annual Meeting of the Board - of Directors and thereafter until
his successor is duly elected and has qualified, or until the officer's earlier
death, resignation or removal from office. The Chairman and the President must
be directors, but other officers need not be directors. An officer shall qualify
by giving notice to the Secretary of his acceptance of the office. An officer
may resign by delivering notice to the Board of Directors or to any other
officer of the Corporation.
6.2 SALARIES. The salaries of the officers shall be fixed or changed, from
time to time, by resolution of the Board of Directors or by contract.
6.3 CHAIRMAN. The Chairman shall preside at all meetings of shareholders
and the Board of Directors and shall have such powers and perform such duties
which are by law or custom incident to the office of the Chairman and as
assigned from time to time by the Board of Directors. The Chairman shall be the
Chief Executive Officer, with all the powers and duties
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incident to that office, unless those powers and duties are vested by the Board
of Directors in the office of the President.
6.4 PRESIDENT. The President shall have all powers and duties which are by
law or custom incident to the office of the President, except where those powers
and duties are vested in the Chairman. If the Chairman resigns, is removed from
office or for any reason is unable or unavailable to perform his duties, the
President shall temporarily act in the place of the Chairman. The President
shall, in addition, have the powers and perform the . duties assigned from time
to time by the Board of Directors or the Chairman.
6.5 VICE PRESIDENT-FINANCE. The Vice President-Finance shall have the
powers and perform the duties assigned from time to time by the Board of
Directors, the Chairman or the President. If the President resigns, is removed
from office or for any reason is unable or unavailable to perform his duties,
the Vice President-Finance shall temporarily act in the place of the President.
6.6 TREASURER. The Treasurer shall have responsibility for all funds of
the Corporation, shall cause to be kept and maintained correct books and records
of account of the properties and business transactions of the Corporation, and
shall render to the President and the Board of Directors an accounting of the
financial condition of the Corporation from time to time and whenever requested.
The Treasurer shall, in addition, have the powers and perform the duties
assigned from time to time by the Board of Directors, the Chairman or the
President.
6.7 SECRETARY. The Secretary shall have the responsibility for preparing
minutes of meetings of the shareholders and the Board of Directors and for
authenticating records of the Corporation. The Secretary shall cause to be kept
and maintained all records of the Corporation required by the Law. The Secretary
shall, in addition, have the powers and perform the duties assigned from time to
time by the Board of Directors, the Chairman or the President.
6.8 OTHER OFFICERS. Other officers, if elected, shall have the powers and
perform the duties assigned from time to time by the Board of Directors or any
officer designated in the resolution creating the additional office.
6.9 VOTING OF SHARES OR OTHER OWNERSHIP INTERESTS HELD BY THE CORPORATION.
The Board of Directors shall designate from time to time the officer(s)
authorized to act on behalf of the Corporation at any meeting of the
shareholders or partners of a corporation or partnership in which the
Corporation holds shares or is a partner. Subject always to further orders and
directions from the Board of Directors, a general authority to act on behalf of
the Corporation includes, without limitation, the voting of shares or
partnership interests held by the Corporation. However, unless specifically
authorized by the Board of Directors, a general authority to act on behalf of
the Corporation does not include the authority to sell or otherwise dispose of
shares or partnership interests held by the Corporation.
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ARTICLE 7
REQUIRED RECORDS
7.1 MEETING RECORDS. The Corporation shall keep as permanent records
minutes of all meetings of its shareholders and Board of Directors, a record of
all actions taken by the shareholders or Board of Directors without a meeting,
and a record of all actions taken by a committee of the Board of Directors in
place of the Board of Directors on behalf of the Corporation. .
7.2 ACCOUNTING RECORDS. The Corporation shall maintain appropriate
accounting records.
7.3 SHAREHOLDER LIST. The Corporation shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order by class of shares showing
the number and class of shares held by each.
7.4 FORM OF RECORDS. The Corporation shall maintain its records in written
form or in another form capable of conversion into written form within a
reasonable time.
7.5 SHAREHOLDER INSPECTION. A shareholder shall be entitled to inspect and
copy the records of the Corporation to the extent and in the manner provided by
the Law.
ARTICLE 8
AMENDMENTS
8.1 POWER TO AMEND OR REPEAL. The holders of a majority of the shares of
the Corporation may adopt, amend or repeal the Regulations of the Corporation.
As Adopted February 11,1997.
/s/ Don I. Brown
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Don I. Brown, Secretary
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