Exhibit 3.23
BY-LAWS
OF
Gregg Industries, inc.
A California Corporation
ARTICLES I
OFFICES
Section 1.01. Principal Offices.
The board of directors shall fix the location of the principal executive office
of the corporation at any place within or outside the State of California. If
the principal executive office is located outside this state, and the
corporation has one or more business offices in this state, the board of
directors shall fix and designate a principal business office in the State of
California.
Section 1.02. other Offices.
The board of directors may at any time establish branch or subordinate offices
at any place or places.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.01. Place of Meetings.
Meetings of shareholders shall be held at any place within or outside the State
of California designated by the board of directors. In the absence of any such
designation, shareholders' meetings shall be held at the principal executive
office of the corporation.
Section 2.02. Annual Meeting.
The annual meeting of shareholders shall be held each year on a date and at a
time designated by the board of directors. At each annual meeting directors
shall be elected, and any other proper business within the power of the
shareholders may be transacted.
Section 2.03. Special Meeting.
A special meeting of the shareholders may be called at any time by the board of
directors, or by the chairman of the board, or by the president or vice
president, or by one or more shareholders holding shares in the aggregate
entitled to cast not less than ten percent (10%) of the votes at that meeting.
If a special meeting is called by any person or persons other than the board of
directors, the request shall be in writing, specifying the time of such meeting
and the general nature of the business proposed to be transacted, and shall be
delivered personally or sent by registered mail or by telegraphic or other
facsimile transmission to the chairman of the board, the president, and any vice
president, or the secretary of the corporation. The officer receiving the
request shall cause notice to be promptly given to the shareholders entitled to
vote, in accordance with the provisions of Sections 2.04 and 2.05 of this
Article II, that a meeting will be held at the time requested by the person or
persons calling the meeting, not less than thirty-five (35) nor more than sixty
(60) days after the receipt of the request. If the notice is not given within
twenty (20) days after receipt of the request, the person or persons requesting
the meeting may give the notice. Nothing contained in this paragraph of this
Section 2.03 shall be construed as limiting, fixing, or affecting the time when
a meeting of shareholders called by action of the board of directors may be
held.
Section 2.04. Notice of Shareholders' Meetings.
All notices of meetings of shareholders shall be sent or otherwise given in
accordance with Section 2.05 of this Article II not less than ten (10) nor more
than sixty (60) days before the date of the meeting. The notice shall specify
the place, date and hour of the meeting and (i) in the case of a special
meeting, the general nature of the business to be transacted, or (ii) in the
case of the annual meeting, those matters which the board of directors, at the
time of giving the notice, intends to present for action by the shareholders.
The notice of any meeting at which directors are to be elected shall include the
name of any nominee or nominees whom, at the time of the notice, management
intends to present for election.
If action is proposed to be taken at any meeting for approval of (i) a contract
or transaction in which a director has a direct or indirect financial interest
under section 310 of the Corporations Code of California, (ii) an amendment of
the articles of incorporation under section 902 of that code, (iii) a
reorganization of the corporation, under section 1201 of that code, (iv) a
voluntary dissolution of the corporation under section 1900 of that code, or (v)
a distribution in dissolution other than in accordance with that code, the
notice shall also state the general nature of that proposal.
Section 2.05. Manner of Giving Notice; Affidavit of Notice.
Notice of any shareholders' meeting shall be given either personally or by
first-class mail or telegraphic or other written communication, charges prepaid,
addressed to the shareholder at the address of that shareholder appearing on the
books of the corporation or given by the shareholder to the corporation for the
purpose of notice. If no such address appears on the corporation's books or has
been so given, notice shall be deemed to have been given if sent to that
shareholder by first-class mail or telegraphic or other written communication to
the corporation's principal executive office, or if published at least once in a
newspaper of general circulation in the county where that office is located.
Notice shall be deemed to have been given at the time when delivered personally,
deposited in the mail, delivered to a common carrier for transmission to the
recipient, actually transmitted by electronic means to the recipient by the
person giving the notice, or sent by other means of written communication.
If any notice addressed to a shareholder at the address of that shareholder
appearing on the books of the corporation is returned to the corporation by the
United State Postal Service as unable to deliver the notice to the shareholder
at the address, all future notices or reports shall be deemed to have been duly
given without further mailing if these shall be available to the shareholder on
written demand of the shareholder at the principal executive office of the
corporation for a period of one year from the date of the giving of the notice.
An affidavit of the mailing or other means of giving any notice of any
shareholders' meeting may be executed by the secretary, assistant secretary, or
any transfer agent of the corporation giving the notice, and filed and
maintained in the minute book of the corporation.
Section 2.06. Quorum.
The presence in person or by proxy of the holders of a majority of the shares
entitled to vote at any meeting of shareholders shall constitute a quorum for
the transaction of business. 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, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.
Section 2.07. Adjourned Meeting; Notice.
Any shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of the
shares represented at that meeting, either in person or by proxy, but in the
absence of a quorum, no other business may be transacted at that meeting, except
as provided in Section 2.06 of this Article II.
When any meeting of shareholders, either annual or special, is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place are announced at a meeting at which the adjournment is taken,
unless a new record date for the
adjourned meeting is fixed, or unless the adjournment is for more than
forty-five (45) days from the date set for the original meeting, in which case
the board of directors shall set a new record date. Notice of any such adjourned
meeting, if required, shall be given to each shareholder of record entitled to
vote at the adjourned meeting in accordance with the provisions of Sections 2.04
and 2.05 of this Article II. At any adjourned meeting the corporation may
transact any business that might have been transacted at the original meeting.
Section 2.08. Voting.
The shareholders entitled to vote at any meeting of shareholders shall be
determined in accordance with the provisions of Section 2.11 of this Article II,
subject to the provisions of Sections 702 to 704, inclusive, of the Corporations
Code of California (relating to voting shares held by a fiduciary, in the name
of a corporation, or in joint ownership). The shareholders' vote may be by voice
vote or by ballot; provided, however, that any election for directors must be by
ballot if demanded by any shareholder before the voting has begun. On any matter
other than the election of directors, any shareholder may vote part of the
shares in favor of the proposal and refrain from voting the remaining shares or
vote them against the proposal, but, if the shareholder fails to specify the
number of shares which the shareholder is voting affirmatively, it will be
conclusively presumed that the shareholder's approving vote is with respect to
all shares that the shareholder is entitled to vote. If a quorum is present (or
if a quorum had been present earlier at the meeting but some shareholders had
withdrawn) the affirmative vote of a majority of the shares represented and
voting, provided such shares voting affirmatively also constitutes a majority of
the number of shares required for a quorum, shall be the act of the
shareholders, unless the vote of a greater number or voting by classes is
required by California General Corporation Law or by the articles of
incorporation.
At a shareholders' meeting at which directors are to be elected, no shareholder
shall be entitled to cumulate votes (i.e., cast for any candidate a number of
votes greater than the number of votes which such shareholder normally is
entitled to cast), unless the candidates' names have been placed in nomination
before commencement of the voting and a shareholder has given notice before
commencement of the voting of the shareholder's intention to cumulate votes. If
any shareholder has given such a notice, then every shareholder entitled to vote
may cumulate votes for candidates in nomination and give one candidate a number
of votes equal to the number of directors to be elected multiplied by the number
of votes to which that shareholder's shares are normally entitled, or distribute
the shareholder's votes on the same principle among any or all of the highest
number of votes, up to the number of directors to be elected, shall be elected.
Section 2.09. Waiver of Notice or Consent by Absent Shareholders.
The transactions of any meeting of shareholders, either annual or special,
however called and noticed, and wherever held, 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
person entitled to vote, who was not present in person or by proxy, signs a
written waiver of notice or a consent to a holding of the meeting, or an
approval of the minutes. The waiver of notice or consent need not specify either
the business to be transacted or the purpose of any annual or special meeting of
shareholders, except that if action is taken or proposed to be taken for
approval of any of those matter specified in the second paragraph of Section
2.04 of this Article II, the waiver of notice or consent shall state the general
nature of the proposal. All such waivers, consents, or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
Attendance by a person at a meeting shall also constitute a waiver of notice of
that meeting, except when the person objects, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened, and except that attendance at a meeting is not a waiver of any right
to object to the consideration of matters required by law to be included in the
notice of the meeting, but not so included, if that objection is expressly made
at the meeting.
Section 2.10. Shareholder Action by Written Consent Without a Meeting.
Any action which may be taken at any annual or special meeting of shareholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take that action at a meeting at which all shares
entitled to vote on that action were present and voted.
Directors may be elected by written consent without a meeting only if the
written consents of all outstanding shares entitled to vote are obtained, except
that a vacancy in the board (other than a vacancy created by removal of a
director) not filled by the board may be filled by the written consent of the
holders of a majority of the outstanding shares entitled to vote.
All such consents shall be filed with the secretary of the corporation and shall
be maintained in the corporate records. Any shareholder giving a written
consent, or the shareholder's proxy holder, or a transferee of the shares or a
personal representative of the shareholder or their respective proxy holders,
may revoke the consent by a writing received by the secretary of the
corporation before written consents of the number of shares required to
authorize the proposed action have been filed with the secretary.
If the consents of all shareholders entitled to vote have not been solicited in
writing, and if the unanimous written consent of all such shareholders shall not
have been received, the secretary shall give prompt notice of the corporate
action approved by the shareholders without a meeting. This notice shall be
given in the manner specified in Section 2.05 of this Article II. In the case of
approval of (i) contracts or transactions in which a director has a direct or
indirect financial interest under section 310 of the Corporations Code of
California, (ii) indemnification of agents of the corporation, under section 317
of the code, (iii) a reorganization of the corporation, under section 1201 of
that code, or (iv) a distribution in dissolution other than in accordance with
the rights of outstanding preferred shares, under section 2007 of that code,
notice of such approval shall be given at least ten (10) days before the
consummation of any action authorized by that approval.
Section 2.11. Record Date for Shareholder Notice of Meeting, Voting, and Giving
Consent.
a. For purposes of determining the shareholders entitled to
receive notice of and vote at a shareholders' meeting or give written consent to
corporate action without a meeting, the board may fix in advance a record date
that is not more than 60 or less than 10 days before the date of a shareholders'
meeting, or not more than 60 days before any other action.
b. If no record date is fixed:
(1) The record date for determining shareholders entitled
to receive notice of and vote at a shareholders' meeting shall be the business
day next preceding the day on which notice is given, or if notice is waived as
provided in Section 2.09 of this Article II, the business day next preceding the
day on which the meeting is held.
(2) The record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting, if no prior
action has been taken by the board, shall be the day on which the first written
consent is given.
(3) The record date for determining shareholders for any
other purpose shall be as set forth in Section 8.1 of Article VIII of these
bylaws.
c. A determination of shareholders of record entitled to receive
notice of and vote at a shareholders' meeting shall apply to any adjournment of
the meeting unless the board fixes a new record date for the adjourned meeting.
However, the board shall
fix a new record date if the adjournment is to a date more than 45 days after
the date set for the original meeting.
d. Only shareholders of record on the corporation's books at the
close of business on the record date shall be entitled to any of the notice and
voting rights listed in subsection (a) of this section, notwithstanding any
transfer of shares on the corporation's books after the record date, except as
otherwise required by law.
Section 2.12. Proxies.
Every person entitled to vote for directors or on any other matter shall have
the right to do so either in person or by one or more agents authorized by a
written proxy signed by the person and filed with the secretary of the
corporation. A proxy shall be deemed signed if the shareholder's name is placed
on the proxy (whether by manual signature, typewriting, telegraphic
transmission, or otherwise) by the shareholder or the shareholder's attorney in
fact. A validly executed proxy that does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person executing it,
before the vote pursuant to that proxy, by a writing delivered to the
corporation stating that the proxy is revoked, or by attendance at the meeting
and voting in person by the person executing the proxy or by a subsequent proxy
executed by the same person and presented at the meeting; or (ii) written notice
of the death or incapacity of the maker of that proxy is received by the
corporation before the vote pursuant to that proxy is counted; provided however,
that no proxy shall be valid after the expiration of eleven (11) months from the
date of the proxy, unless otherwise provided in the proxy. The revocability of a
proxy that states on its face that it is irrevocable shall be governed by the
provisions of sections 705(e) and 705(f) of the Corporations Code of California.
Section 2.13. Inspectors of Election.
Before any meeting of shareholders, the board of directors may appoint any
persons other than nominees for office to act as inspectors of election at the
meeting or "Its adjournment. If no inspectors of election are so appointed, the
chairman, of the meeting may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election at the meeting. The
number of inspectors shall be either one (1) or three (3). If inspectors are
appointed at a meeting on the request of one or more shareholders or proxies,
the holders of a majority of shares or their proxies present at the meeting
shall determine whether one (1) or three (3) inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to act,
the chairman of the meeting may, and upon the request of any shareholder or a
shareholder's proxy shall, appoint a person to fill that vacancy.
These inspectors shall:
(a) Determine the number of shares outstanding and the voting power of
each, the shares represented at the meeting, the existence of a quorum, and the
authenticity, validity, and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any way arising
in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election or
vote with fairness to all shareholders.
ARTICLES III
DIRECTORS
Section 3.01. Powers.
Subject to the provisions of the California General Corporation law and any
limitations in the articles of incorporation and these bylaws relating to action
required to be approved by the shareholders or by the outstanding shares, the
business and affairs of the corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the board of directors.
Without prejudice to these general powers, and subject to the same limitations,
the board of directors shall have the power to:
(a) Select and remove all officers, agents, and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the articles of incorporation, and with these bylaws; fix their
compensation; and require from them security for faithful service.
(b) Change the principal executive office or the principal
business office in the State of California from one location to another;
(c) Adopt, make, and use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificates.
(d) Authorize the issuance of shares of stock of the corporation
on any lawful terms, in consideration of money paid, labor done, services
actually rendered, debts or securities cancelled, or tangible or intangible
property actually received.
(e) Borrow money and incur indebtedness on behalf of the
corporation, and cause to be executed and delivered for the corporation's
purposes, in the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecation, and other evidences of debt and
securities.
Section 3.02. Number and Qualification of Directors.
The authorized number of directors shall be 5 until changed by a duly adopted
amendment to the articles of incorporation or by an amendment to this bylaw
adopted by the vote or written consent of holders of a majority of the
outstanding shares entitled to vote.
Section 3.03. Election and Term of Office of Directors.
Directors shall be elected at each annual meeting of the shareholders to hold
office until the next annual meeting. Each director, including a director
elected to fill a vacancy, shall hold office until the expiration of the term
for which elected and until a successor has been elected and qualified.
No reduction of the authorized number of directors shall have the effect of
removing any director before that director's term of office expires.
Section 3.04. Vacancies.
A vacancy or vacancies in the board of directors shall be deemed to exist in the
event of the death, resignation, or removal of any director, or if the board of
directors by resolution declares vacant the office of a director who has been
declared of unsound mind by an order of court or convicted of a felony, or if
the authorized number of directors is increased, or if the shareholders fail at
any meeting of shareholders at which any director or directors are elected to
elect the number of directors to be voted for at that meeting.
Any director may resign effective on giving written notice to the chairman of
the board, the president, the secretary, or the board of directors, unless the
notice specifies a later time for that resignation to become effective. If the
resignation of a director is effective at a future time, the board of directors
may elect a successor to take office when the resignation becomes effective.
Except for a vacancy caused by the removal of a director, vacancies on the board
may be filled by a majority of the directors then in office, whether or not they
constitute a quorum, or by a sole remaining director. A vacancy on the board
caused by the removal of a director may be filled only by the shareholders,
except that a vacancy created when the board declares the office of a director
vacant as provided in this section of the bylaws may be filled by the board of
directors.
The shareholders may elect a director at any time to fill a vacancy not filled
by the board of directors.
Each director so elected shall hold office until the next annual meeting of the
shareholders and until a successor has been elected and qualified.
Section 3.05. Place of Meetings and Meetings by Telephone.
Regular meetings of the board of directors may be held at any place within or
outside of the State of California that has been designated from time to time by
the board. In the absence of such a designation, regular meetings shall be held
at the principal executive office of the corporation. Special meetings of the
board shall be held at any place within or outside the State of California that
has been designated in the notice of the meeting or, if not stated in the notice
or if there is no notice, at the principal executive office of the corporation.
Any meeting, regular or special, may be held by conference telephone or similar
communication equipment, as long as all directors participating in the meeting
can hear one another, and all such directors shall be deemed to be present in
person at the meeting.
Section 3.06. Annual Meeting.
Immediately following each annual meeting of shareholders, the board of
directors shall hold a regular meeting at the place that the annual meeting of
shareholders was held or at any other place that shall have been designated by
the board of directors, for the purpose of organization, any desired election of
officers, and the transaction of other business. Notice of this meeting shall
not be required.
Section 3.07. Other Regular Meetings.
Other regular meetings of the board of directors shall be held without call at
such time as shall from time to time be fixed by the board of directors. Such
regular meetings may be held without notice.
Section 3.08. Special Meetings.
Special meetings of the board of directors for any purpose or purposes may be
called at any time by the chairman of the board or the president, any vice
president, the secretary, or any two directors.
Notice of the time and place of special meetings shall be delivered personally
or by telephone to each director or sent by first-class mail or telegram,
charges prepaid, addressed to each director at that director's address as it is
shown on the records of the corporation. In case the notice is mailed, it shall
be deposited in the United States mail at least four (4) days before the time
of meeting. In case the notice is delivered personally, or by telephone or to
the telegraph company at least forty-eight (48) hours before the time of the
meeting. Any oral notice given personally or by telephone may be communicated
either to the director or to a person at the office of the director whom the
person giving the notice has reason to believe will promptly communicate it to
the director. The notice need not specify the purpose of the meeting, nor need
it specify the place if the meeting is to be held at the principal executive
office of the corporation.
Section 3.09. Quorum.
A majority of the authorized number of directors shall constitute a quorum for
the transaction of business, except to adjourn as provided in section 3.11 of
this Article III. 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 of directors, subject to the provisions of
section 310 of the Corporations Code of California (as to approval of contracts
or transactions in which a director has a direct, or indirect to material
financial interest), section 311 of that code (as to appointment of committees),
and section 317(e) of that code (as to indemnification of directors). A meeting
at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for that meeting.
Section 3.10. Waiver of Notice.
The transactions of any meeting of the board of directors, however called and
noticed or wherever held, shall be as valid as though had at a meeting duly held
after regular call and notice if a quorum is present and if each director (a)
has received notice of the meeting, (b) attends the meeting without protesting
before or at the beginning of the meeting, the lack of notice to such director,
or (c) before or after the meeting signs a waiver of notice, a consent to
holding the meeting, or an approval of the minutes of the meeting. Any such
waiver of notice or consent need not specify the purpose of the meeting. All
such waivers, consents, and approvals shall be filed with the corporate records
or made a part of the minutes of the meeting.
Section 3.11. Adjournment.
A majority of the directors present, whether or not constituting a quorum, may
adjourn any meeting to another time and place.
Section 3.12. Notice of Adjournment.
Notice of the time and place of holding an adjourned meeting need not be given,
unless the meeting is adjourned for more than twentyfour hours, in which case
notice of the time and place shall be
given before the time of the adjourned meeting, in the manner specified in
Section 2.08 of this Article III, to the directors who were not present at the
time of the adjournment.
Section 3.13. Action Without Meeting.
Any action required or permitted to be taken by the board of directors may be
taken without a meeting, if all members of the board shall individually or
collectively consent in writing to that action. Such action by written consent
shall have the same force and effect as a unanimous vote of the board of
directors. Such written consent or consents shall be filed with the minutes of
the proceedings of the board.
Section 3.14. Fees and Compensation of Directors.
Directors and members of committees may receive such compensation, if any, for
their services, and such reimbursement of expenses, as may be fixed or
determined by resolution of the board of directors. This Section 3.14 shall not
be construed to preclude any director from serving the corporation in any other
capacity as an officer, agent, employee, or otherwise, and receiving
compensation for those services.
ARTICLE IV
COMMITTEES
Section 4.01. Committees.
The board of directors may, by resolution adopted by a majority of the
authorized number of directors, designate one or more committees, each
consisting of two or more directors, to serve at the pleasure of the board. The
board may designate one or more directors as alternate members of any committee,
who may replace any absent member at any meeting of the committee. Any
committee, to the extent provided in the resolution of the board, shall have all
the authority of the board, except with respect to:
(a) The approval of any action which, under the General
Corporation Law of California, also requires shareholders' approval or approval
of the outstanding shares;
(b) The filling of vacancies on the board of directors or in any
committee;
(c) The fixing of compensation of the directors for serving on the
board or on any committee;.
(d) The amendment or repeal of bylaws or the adoption of new
bylaws;
(e) The amendment or repeal of any resolution of the board of
directors which by its express terms is not so amendable or
repealable;
(f) A distribution to the shareholders of the corporation, except
at a rate or in a periodic amount or within a price range determined by the
board of directors; or
(g) The appointment of any other committees of the board of
directors or the members of these committees.
Section 4.02. Meetings and Action of Committees.
Meetings and action of committees shall be governed by, and held and taken in
accordance with, the provisions of Article III of these bylaws, Sections 3.05
(place of meetings), 3.07 (regular meetings), 3.08 (special meetings and
notice), 3.09 (quorum), 3.10 (waiver of notice), 3.11 (adjournment), 3.12
(notice of adjournment), and 3.13 (action without meeting), with such changes in
the context of those bylaws as are necessary to substitute the committee and its
members for the board of directors and its members, except that the time of
regular meetings of committees may be determined either by resolution of the
board of directors or by resolution of the committee; special meetings of
committees may also be called by resolution of the board or directors; and
notice of special meetings or committees shall also be given to all alternate
members, who shall have the right to attend all meetings of the committee. the
board of directors may adopt rules for the government of any committee not
inconsistent with the provisions of these bylaws.
ARTICLE V
OFFICERS
Section 5.01. Officers.
The officers of the corporation shall be a president, a secretary, and a chief
financial officer. The corporation may also have, at the discretion of the board
of directors, 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 5.03 of this
Article V. Any number of offices may be held by the same person.
Section 5.02. Election of Officers.
The officers of the corporation, except such officers as may be appointed in
accordance with the provisions of Section 5.03 or Section 5.05 of this Article
V, shall be chosen by the board of directors, and each shall serve at the
pleasure of the board, subject to the rights, if any, of an officer under any
contract of employment.
Section 5.03. Subordinate Officers.
The board of directors may appoint, and may empower the president to appoint,
such other officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the bylaws or as the board of directors may from time to time
determine.
Section 5.04. Removal and Resignation of Officers.
Subject to the rights, if any, of an officer under any contract of employment,
any officer may be removed, either with or without cause, by the board of
directors, at any regular or special meeting of the board, or, except in case of
an officer chosen by the board of directors, by any officer upon whom such power
of removal may be conferred by the board of directors.
Any officer may resign at any time by giving written notice to the corporation.
Any resignation shall take effect at the date of the receipt of that notice or
at any later time specified in that notice; unless otherwise specified in that
notice, the acceptance of the resignation shall not be necessary to make it
effective. Any resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.
Section 5.05. Vacancies in Offices.
A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled in the manner prescribed in
these bylaws for regular appointments to that office.
Section 5.06. Chairman of the Board.
The chairman of the board, if such an officer is elected, shall, if present,
preside at meetings of the board of directors and exercise and perform such
other powers and duties as may be from time to time assigned to him by the board
of directors or prescribed by the bylaws. If there is no president, the chairman
of the board shall in addition be the chief executive officer of the corporation
and shall have the powers and duties prescribed in Section 5.07 of .this Article
V.
Section 5.07. President.
Subject to such powers, if any, as may be given by the bylaws or board of
directors to the chairman of the board, if there is such an officer, the
president shall be the general manager and chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction, and control of the business and the officers of
the corporation. He shall preside at all meetings of the shareholders and, in
the absence of the chairman of the board, or, if there is
none, at all meetings of the board of directors. He shall have the general
powers and duties of management usually vested in the office of president of a
corporation, and shall have such other powers and duties as may be prescribed by
the board of directors and bylaws.
Section 5.08. Vice Presidents.
In the absence or disability of the president, the vice presidents, if any, in
order of their rank as fixed by the board of directors or, if not ranked, a vice
president designated by the board of directors, shall perform all the duties of
the president, and when so acting shall have all of the powers of, and be
subject to all the restrictions upon, the president. The vice presidents shall
have such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the board of directors or the bylaws, and
the president, or the chairman of the board if there is no president.
Section 5.09. Secretary.
The secretary shall keep or cause to be kept, at the principal executive office
or such other place as the board of directors may direct, a book of minutes of
all meetings and actions of directors, committees of directors, and
shareholders, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice given, the names of those present at
directors' meetings or committee meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings.
The secretary shall keep, or cause to be kept, at the principal executive office
or at the office of the corporation's transfer agent or registrar, as determined
by resolution of the board of directors, a record of shareholders, or a
duplicate record of shareholders, showing the names of all 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 or assistant secretary, or if they are absent or unable to act or
refuse to act, any other officer of the corporation, shall give, or cause to be
given, notice of all meetings of the shareholders, of the board of directors,
and of committees of the board of directors, required by the bylaws or by law to
be given. The secretary shall keep the seal of the corporation if one is
adopted, in safe custody, and shall have such other powers and perform such
other duties as may be prescribed by the board of directors or by the bylaws.
Section 5.10. Chief Financial Officer.
The chief financial officer shall keep and maintain, or cause to be kept and
maintained, adequate and correct books and records of accounts of the properties
and business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and shares. The books of account shall at all reasonable times be open to
inspection by any director.
The chief financial officer shall deposit all moneys and other valuables in the
name and to the credit of the corporation with such depositaries as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to the
president and directors, whenever they request it, an account of all of his
transactions as chief financial officer and of the financial condition of the
corporation, and shall have other powers and perform such other duties as may be
prescribed by the board of directors or the bylaws.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
Section 6.01. Agents, Proceedings, and Expenses.
For the purposes of this Article, "agent" means any person who is or was a
director, officer, employee, or other agent of this corporation, or is or was
serving at the request of this corporation as a director, officer, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a director, officer, employee, or agent of a
foreign or domestic corporation that was a predecessor corporation of this
corporation or of another enterprise at the request of such predecessor
corporation; "proceeding" means any threatened, pending, or completed action or
proceeding, whether civil, criminal, administrative, or investigative; and
"expenses" includes, without limitation, attorneys' fees and any expenses of
establishing a right to indemnification under Section 6.04 or Section 6.05(c) of
this Article.
Section 6.02. Actions Other Than by the Corporation.
This corporation shall have power to indemnify any person who was or is a party,
or is threatened to be made a party, to any proceeding (other than an action by
or in the right of this corporation to procure a judgment in its favor) by
reason of the fact that such person is or was an agent of this corporation,
against expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred in connection with such proceeding if that person acted in
good faith and in a manner that person reasonably believed to be in the best
interests of this corporation
and, in the case of a criminal proceeding, had no reasonable cause to believe
the conduct of that person was unlawful. The termination of any proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner that the person reasonably believed to be
in the best interests of this corporation or that the person had reasonable
cause to believe that the person's conduct was unlawful.
Section 6.03. Actions by the Corporation.
This corporation shall have the power to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending, or
completed action by or in the right of this corporation to procure a judgment in
its favor by reason of the fact that that person is or was an agent of this
corporation, against expenses actually and reasonably incurred by that person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner that person believed to be in the best interests of this
corporation and with such care, including reasonable inquiry, as an ordinarily
prudent person in a like situation would use under similar circumstances. No
indemnification shall be made under this Section 6.03.
(a) With respect to any claim, issue, or matter as to which that
person have been adjudged to be liable to this corporation in the performance of
that person's duty to this corporation, unless and only to the extent that the
court in which that proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case, that person is
fairly and reasonably entitled to indemnify for the expenses which the court
shall determine.
(b) Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval; or
(c) Of expenses incurred in defending a threatened or pending
action that is settled or otherwise disposed of without court approval.
Section 6.04. Successful Defense by Agent.
To the extent that an agent of this corporation has been successful on the
merits in defense of any proceeding referred to in Sections 6.02 or 6.03 of this
Article, or in defense of any claim, issue, or matter therein, the agent shall
be indemnified against expenses actually and reasonably incurred by the agent in
connection therewith.
Section 6.05. Required Approval.
Except as provided in Section 6.04 of this Article, any
indemnification under this Article shall be made by this corporation only if
authorized in the specific case on a determination that indemnification of the
agent is proper in the circumstances because the agent has met the applicable
standard of conduct set forth in Sections 6.02 or 6.03 of this Article by:
(a) A majority vote of a quorum consisting of directors who are
not parties to the proceeding;
(b) Approval by the affirmative vote of a majority of the
shares of this corporation entitled to vote represented at a duly held meeting
at which a quorum is present or by the written consent of holders of a majority
of the outstanding shares entitled to vote. For this purpose, the shares owned
by the person to be indemnified shall not be considered outstanding or entitled
to vote thereon; or
(c) The court in which the proceeding is or was pending, on
application made by this corporation or the agent or the attorney or other
person rendering services in connection with whether or not such application by
the agent, attorney, or other person is opposed by this corporation.
Section 6.06. Advance of Expenses.
Expenses incurred in defending any proceeding may be advanced by this
corporation before the final disposition of the proceeding on receipt of an
undertaking by or on behalf of the agent to repay the amount of the advance
unless it shall be determined ultimately that the agent is entitled to be
indemnified as authorized in this Article.
Section 6.07. Other Contractual Rights.
Nothing contained in this Article shall affect any right to indemnification to
which persons other than directors and officers of this corporation or any
subsidiary hereof may be entitled by contract or otherwise.
Section 6.08. Limitations.
No indemnification or advance shall be made under this Article, except as
provided in Section 6.04 or Section 6.05(c), in any circumstance where it
appears:
(a) That it would be inconsistent with a provision of the
articles, a resolution of the shareholders, or an agreement in effect at the
time, of the accrual of the alleged cause of action asserted in the proceeding
in which the expenses were incurred or other amounts were paid, which prohibits
or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 6.09. Insurance.
Upon and in the event of a determination by the board of directors of this
corporation to purchase such insurance, this corporation shall purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not this corporation would have the
power to indemnify the agent against that liability under the provisions of this
section.
Section 6.10. Fiduciaries of Corporate Employee Benefit Plan.
This article does not apply to any proceeding against any trustee, investment
manager, or other fiduciary of an employee benefit plan in that person's
capacity as such, even though that person may also be an agent of the
corporation as defined in Section 6.01 of this Article. This corporation shall
have the power to indemnify, and to purchase and maintain insurance on behalf
of, any such trustee, investment manager, or other fiduciary of any pension,
profit-sharing, share bonus, share purchase, share option, savings, thrift, and
other retirement, incentive, and benefit plan, trust, and other provision for
any or all of the directors, officers, and employees of the corporation or any
of its subsidiary or affiliated corporations, and to indemnify and purchase and
maintain insurance on behalf of any fiduciary of such plans, trusts, or
provisions. Nothing contained in this Article shall limit any right to
indemnification to which such a trustee, investment manager, or other fiduciary
may be entitled by contract or otherwise, which shall be enforceable to the
extent permitted by applicable law other than this Article.
ARTICLE VII
RECORDS AND REPORTS
Section 7.01. Maintenance and Inspection of Record of Shareholders.
The corporation shall keep at its principal executive office, or at the office
of its transfer agent or registrar, if either be appointed and as determined by
resolution of the board of directors, a record of its shareholders, giving the
names and addresses of all shareholders and the number and class of shares held
by each shareholder.
A shareholder or shareholders of the corporation holding at least five percent
(5%) in the aggregate of the outstanding voting shares of the corporation may
(i) inspect and copy the records of shareholders' names and addresses and share
holdings during usual business hours on five days prior written demand on the
corporation, and (ii) obtain from the transfer agent of the corporation, on
written demand and on the tender of such transfer agent's usual charges for such
list, a list of the shareholders' names and addresses, who are entitled to vote
for the election of directors, and their shareholdings, as of the most recent
record date for which that list has been compiled or as of a date specified by
the shareholder after the date of demand. This list shall be made available to
any such shareholder or shareholders by the transfer agent on or before the
later of five (5) days after the demand is received or the date specified in the
demand as the date as of which the list is to be compiled. The record of
shareholders shall also be open to inspection on the written demand of any
shareholder or holder of a voting trust certificate, at any time during usual
business hours, for a purpose reasonably related to the holder's interests as a
shareholder or as the holder of a voting trust certificate. Any inspection and
copying under this Section 7.01 may be made in person or by an agent or attorney
of the shareholder or holder of a voting trust certificate making the demand.
Section 7.02. Maintenance and Inspection of Bylaws.
The corporation shall keep at its principal executive office, or if its
principal executive office is not in the State of California, at its principal
business office in this state, the original or a copy of the bylaws as amended
to date, which shall be open to inspection by the shareholders at all reasonable
times during office hours. If the principal executive office of the corporation
is outside the State of California and the corporation has no principal business
office in this state, the Secretary shall, upon the written request of any
shareholder, furnish to that shareholder a copy of the bylaws as amended to
date.
Section 7.03. Maintenance and Inspection of Other Corporate Records.
The accounting books and records and minutes of proceedings of the shareholders
and the board of directors and any committee or committees of the board of
directors shall be kept at such place or places designated by the board of
directors, or, in the absence of such designation, at the principal executive
office of the corporation. The minutes shall be kept in written form and the
accounting books and records shall be kept either in written form or in any
other form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection upon the written demand
of any shareholder or holder of a voting trust certificate, at any reasonable
time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or as the holder of a voting trust
certificate. The inspection may be made in person or by an agent or attorney,
and shall include the right to copy and make extracts. These rights of
inspection shall extend to the records of each subsidiary corporation of the
corporation.
Section 7.04. Inspection by Directors.
Every director shall have the absolute right at any reasonable time to inspect
all books, records, and documents of every kind and the physical properties of
the corporation and each of its subsidiary corporations. This inspection by a
director may be made in person or by an agent or attorney and the right of
inspection includes the right to copy and make extracts of documents.
Section 7.05. Annual Report to Shareholders.
Inasmuch as, and for as long as, there are fewer than 100 shareholders, the
requirement of an annual report to shareholders referred to in section 1501 of
the California Corporations Code is expressly waived. However, nothing in this
provision shall be interpreted as prohibiting the board of directors from
issuing annual or other periodic reports to the shareholders, as the board
considers appropriate.
Section 7.06. Financial Statements.
A copy of any annual financial statement and income statement of the corporation
for each quarterly period of each fiscal year, and any accompanying balance
sheet of the corporation as of the end of each such period, that has been
prepared by the corporation shall be kept on file in the principal executive
office of the corporation for twelve (12) months and each such statement shall
be exhibited at all reasonable times to any shareholder demanding an examination
of any such statement or a copy shall be mailed to any such shareholder.
If a shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of stock of the corporation make a written
request to the corporation for an income statement of the corporation for the
three-month, six-month or nine-month period of the current fiscal year ended
more than thirty (30) days before the date of the request, and a balance sheet
of the corporation as of the end of that period, the chief financial officer
shall cause that statement to be prepared, if not already prepared, and shall
deliver personally or mail that statement or statements to the person making the
request within thirty (30)days after the receipt of the request. If the
corporation has not sent the shareholders its annual report for the last fiscal
year, this report shall likewise be delivered or mailed to the shareholder or
shareholders within thirty (30) days after the request.
The corporation shall also, on the written request of any shareholder, mail to
the shareholder a copy of the last annual, semiannual, or quarterly income
statement which it has prepared, and a balance sheet as of the end of that
period.
The quarterly income statements and balance sheets referred to in this section
shall be accompanied by the report, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that the financial statements were
prepared without audit from the books and records of the corporation.
Section 7.07. Annual Statement of General Information.
The corporation shall, each year during the calendar month in which its articles
of incorporation originally were filed with the California Secretary of State,
or during the preceding five (5) calendar months, file with the Secretary of
State, on the prescribed form, a statement setting forth the authorized number
of directors, the names and complete business or residence addresses of all
incumbent directors, the names and complete business or residence addresses of
the chief executive officer, secretary, and chief financial officer, the street
address of its principal executive office or principal business office in this
state, and the general type of business constituting the principal business
activity of the corporation, together with a designation of the agent of the
corporation for the purpose of service of process, all in compliance with
section 1502 of the Corporations Code of California.
ARTICLE VIII
GENERAL CORPORATE MATTERS
Section 8.01. Record Date for Purposes Other Than Notice and Voting.
For purposes of determining the shareholders entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect of any other lawful action (other than action by
shareholders by written consent without a meeting), the board of directors may
fix, in advance, a record date, which shall not be more than sixty (60) nor less
than ten (10) days before any such action, and in that case only shareholders of
record on the date so fixed are entitled to receive the dividend, distribution
or allotment of rights or to exercise the rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
the record date so fixed, except as otherwise provided in the California General
Corporations Law.
If the board of directors does not so fix a record date, the record date for
determining shareholders for any such purpose shall be at the close of business
on the day on which the board adopts the applicable resolution or the sixtieth
(60th) day before the date of that action, whichever is later.
Section 8.02. Checks, Drafts, Evidences of Indebtedness.
All checks, drafts, or other orders for payment of money, notes, or other
evidences of indebtedness, issued in the name of or payable
to the corporation, shall be signed or endorsed by such person or persons and in
such manner as, from time to time, shall be determined by resolution of the
board of directors.
Section 8.03. Corporate Contracts and Instruments; How Executed.
The board of directors, except as otherwise provided in these bylaws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the corporation, and
this authority may be general or confined to specific instances; and, unless so
authorized or ratified by the board of directors or within the agency power of
an officer, 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 for any purpose or for any amount.
Section 8.04. Certificates for Shares.
A certificate or certificates for shares of the capital stock of the corporation
shall be issued to each shareholder when any of these shares are fully paid, and
the board of directors may authorize the issuance of certificates or shares as
partly paid provided that these certificates shall state the amount of the
consideration to be paid for them and the amount paid. All certificates shall be
signed in the name of the corporation by the chairman of the board or vice
chairman of the board or the president or vice president and by the chief
financial officer or any assistant treasurer or the secretary or any assistant
secretary, certifying the number of shares and the class or series of shares
owned by the shareholder. None of the signatures on the certificate may be
facsimile. In case any officer, transfer agent, or registrar who has signed a
certificate shall have ceased to be that officer, transfer agent, or registrar
before that certificate is issued, it may be issued by the corporation with the
same effect as if that person were an officer, transfer agent, or registrar at
the date of issue.
Section 8.05. Lost Certificates.
Except as provided in this Section 8.05, no new certificates for shares shall be
issued to replace an old certificate unless the latter is surrendered to the
corporation and cancelled at the same time. The board of directors may, in case
any share certificate or certificate for any other security is lost, stolen, or
destroyed, authorize the issuance of a replacement certificate on such terms and
conditions as the board may require, including provision for indemnification of
the corporation secured by a bond or other adequate security sufficient to
protect the corporation against any claim that may be made against it, including
any expense or liability, on account of the alleged loss, theft, or destruction
of the certificate or the issuance of the replacement certificate.
Section 8.06. Shares of Other Corporations; How Voted.
Shares of other corporations standing in the name of this corporation shall be
voted by one of the following persons, listed in order of preference:
(1) Chairman of the board, or person designated by the chairman of
the board;
(2) President, or person designated by the president;
(3) First vice president, or person designated by the first vice
president;
(4) Other person designated by the board of directors.
The authority to vote shares granted by this section includes the authority to
execute a proxy in the name of the corporation for purposes of voting the
shares.
Section 8.07. Construction and Definitions.
Unless the context requires otherwise, the general provisions, rules of
construction, and definitions in the California General Corporation Law shall
govern the construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number includes
the singular, and the term "person" includes both a corporation and a natural
person.
Section 8.08. Reimbursement.
If all or part of the salary or other compensation paid to any officer or
director of the corporation for travel or entertainment expense, is finally
determined not to be allowable as a federal or state income tax deduction, the
officer or director shall repay to the corporation the amount disallowed. The
board of directors shall enforce repayment of each such amount disallowed.
ARTICLE IX
AMENDMENTS
Section 9.01. Amendment by Shareholders.
New bylaws may be adopted or these bylaws may be amended or repealed by the vote
or written consent of holders of a majority of the outstanding shares entitled
to vote, except as otherwise provided by law, these bylaws, or the articles of
incorporation provided, however, that if the articles of incorporation of the
corporation set forth the number of authorized directors of the
corporation, the authorized number of directors may be changed only by an
amendment of the articles of incorporation.
Section 9.02. Amendment by Directors.
Subject to the rights of the shareholders as provided in Section 9.01 of this
Article IX, bylaws, other than a bylaw or an amendment of a bylaw changing the
authorized number of directors, may be adopted, amended, or replaced by the
board of directors.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting secretary of Gregg
Industries, inc.
2. That the foregoing bylaws comprising 25 pages constitute the
new bylaws of said corporation as duly adopted by the written consent of the
directors thereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said corporation this 21 day of December, 1990.
-s- Tom Hough
--------------------
Tom Hough, Secretary
EXHIBIT C
Resolutions
WHEREAS, in 1998, the Board of Directors concluded that it
would be in the best interests of this Corporation and its
shareholders to investigate the possibility of selling this
Corporation;
WHEREAS, the Board of Directors engaged the investment banking
firm of Barrington Associates to assist this Corporation in
finding a buyer;
WHEREAS, with the efforts of Barrington Associates, this
Corporation obtained a proposal from Neenah Foundry Company
("Neenah") to acquire this Corporation and Environmental Sand
Reclamation and Coating, Inc. ("ESR&C"), which is owned by
Christine L. Gregg, on the general terms and subject to the
general conditions set forth in a non-binding letter of intent
from Neenah dated July 16,1999;
WHEREAS, after consulting with Barrington Associates and its
legal and other advisors as to this proposal, the Board of
Directors concluded that this proposal was very favorable to
this Corporation and its shareholders and accordingly
authorized its officers to negotiate the terms of a definitive
agreement for the sale of this Corporation to Neenah on the
general terms of Neenah's proposal;
WHEREAS, in view of the material interest of Ms. Gregg and, as
described below, Mr. Gregg and Mr. Fitzpatrick, in these
transactions, and the impracticability of finding
non-interested persons who would be willing to serve on the
Board of Directors, the Board of Directors determined that in
light of its fiduciary responsibility to its shareholders and
especially to the Gregg Industries Inc. Employee Stock
Ownership Plan (the "ESOP"), the Board of Directors should
advise the ESOP Trust Committee to engage a financial
valuation firm to value this Corporation and determine whether
the price to be paid to the ESOP for its equity interest in
this Corporation would be fair to the ESOP from a financial
point of view;
WHEREAS, The Financial Valuation Group, which was engaged by
the ESOP Trust Committee to perform the valuation, has
delivered to the ESOP Committee, with a copy to the Board of
Directors, its opinion that the price to be paid to the ESOP
for its equity interest
in this Corporation is fair to the ESOP from a financial point
of view;
WHEREAS, there has been presented to the Board of Directors a
Stock Purchase Agreement by and among this Corporation, its
shareholders and Neenah, a copy of which is attached hereto as
Exhibit A (including the Exhibits and Schedules thereto, all
of which are included in Exhibit A, the "Stock Purchase
Agreement");
WHEREAS, the Stock Purchase Agreement provides for, among
other things, (i) Neenah's purchase of all of the outstanding
capital stock of this Corporation from its shareholders for
the sum of $17,500,00 less "Funded Debt" and certain other
amounts and subject to a working capital adjustment, as set
forth in Sections 2.3 and 2.4 of the Stock Purchase Agreement,
(ii) Neenah's agreement to make certain additional payments to
this Corporation's shareholders, if this Corporation's EBITDA
for 1999 and 2000 exceeds certain targeted amounts, as set
forth in Section 2.5 of the Stock Purchase Agreement, and
(iii) Neenah's payment to Robert C. Gregg and Raymond M.
Fitzpatrick $2 million and $1 million, respectively, in
consideration of their agreement to refrain from, among
things, engaging in the manufacture of cast iron products and
machine cast iron products for a period of three and a half
years, as set forth in Section 5.6 of the Stock Purchase
Agreement;
WHEREAS, the Board of Directors is aware that Neenah has
presented to the Board of Directors of ESR&C an Asset Purchase
Agreement by which ESR&C would sell substantially all of its
assets to Neenah in consideration for Neenah's assumption of
certain liabilities of ESR&C and the payment to ESR&C of $2
million; and
WHEREAS, after a thorough consideration of the Stock Purchase
Agreement and the related transactions, the Board of Directors
deems it to be in the best interests of this Corporation and
all of its shareholders to enter into the Stock Purchase
Agreement;
NOW, THEREFORE, BE IT HEREBY RESOLVED, that the terms and
provisions of the Stock Purchase Agreement and all other
agreements and documents to be executed by this Corporation
pursuant to the Stock Purchase Agreement (collectively such
other agreements and documents, together with the Stock
Purchase Agreement, referred to as the "Transaction Documents"
and individually a "Transaction Document") be and they hereby
are approved;
RESOLVED FURTHER, that this Corporation be and hereby is
authorized, empowered and directed to enter into each
Transaction Document, and any agreements, documents and
instruments required to be delivered by this Corporation
pursuant thereto, to perform its obligations thereunder, and
to consummate the transactions contemplated thereby;
RESOLVED FURTHER, that each of the officers of this
Corporation be and hereby is authorized, empowered and
directed to execute each Transaction Document in the name of
and on behalf of this Corporation, and is authorized to make
such changes therein as the officers shall approve (which
approval shall be conclusively evidenced by the execution of
such Transaction Document by any such person), and to take
such other action as may be necessary and advisable in order
to carry out the purposes of these resolutions; and
RESOLVED FURTHER, that each of the officers of this
Corporation be and hereby is authorized, empowered and
directed to execute all documents and to take such other
actions as may be necessary or advisable in order to carry out
the purposes of these resolutions.