EXHIBIT 3.28
CODE OF REGULATIONS
OF
PEERLESS CORPORATION
Adopted September 8, 1989
ARTICLE I
Fiscal Year
The fiscal year of the Corporation shall be such period as the Board of
Directors may designate by resolution from time to time.
ARTICLE II
Shareholders
Section 1. Meetings of Shareholders.
(a) Annual Meeting. The annual meeting of the Shareholders of this
Corporation, for the election of Directors, the consideration of Financial
statements and other reports, and the transaction of such other business as may
properly be brought before such meeting, shall be held at such date after the
annual financial statements of the Corporation have been prepared as the Board
of Directors shall determine from time to time. Upon due notice there may also
be considered and acted upon at an annual meeting any matter which could
properly be considered and acted upon at a special meeting, in which case and
for which purpose the annual meeting shall also be considered as, and shall be,
a special meeting. In the event that the annual meeting is not held or if
Directors are not elected thereat, a special meeting may be called and held for
that purpose. [1701.39, 1701.38(A)]
(b) Special Meeting. Special meetings of the Shareholders may be held
on any business day when called by any person or persons who may be authorized
by law to do so. Calls for special meetings shall specify the purpose or
purposes thereof, and no business shall be considered at any such meeting
other than that specified in the call there for. [1701.40(A), 1701.41]
(c) Place of Meetings. Any meeting of Shareholders may be held at such
place within or without the State of Ohio as may be designated in the Notice of
said meeting. [1701.40(B)]
(d) Notice of Meeting and Waiver of Notice.
(1) Notice. Written notice of the time, place and purposes of any
meeting of Shareholders shall be given to each Shareholder
entitled thereto not less than seven (7) days nor more than sixty (60) days
before the date fixed for the meeting and as prescribed by law. Such notice
shall be given either by personal delivery or mailed to each Shareholder
entitled to notice of or to vote at such meeting. If such notice is mailed, it
shall be directed, postage prepaid, to the Shareholders at their respective
addresses as they appear upon the records of the Corporation, and notice shall
be deemed to have been given on the day so mailed. If any meeting is adjourned
to another time or place, no notice as to such adjourned meeting need be given
other than by announcement at the meeting at which such an adjournment is taken.
No business shall be transacted at any such adjourned meeting except as might
have been lawfully transacted at the meeting at which such adjournment was
taken. (1701.41 (A), 1701.02)
(2) Notice to Joint Owners. All notices with respect to any shares to
which persons are entitled by joint or common ownership may be given to that one
of such persons who is named first upon the books of this Corporation, and
notice so given shall be sufficient notice to all the holders of such shares.
(3) Waiver. Notice of any meeting, however, may be waived in writing by
any "Shareholder either before or after any meeting of Shareholders, or by
attendance at such meeting without protest prior to the commencement thereof.
(1701.42)
(e) Shareholders Entitled to Notice and to Vote. If a record date shall
not be fixed or the books of the Corporation shall not be closed against
transfers of shares pursuant to statutory authority, the record date for the
determination of Shareholders entitled to notice of or to vote at any meeting of
Shareholders shall be the date next preceding the day on which notice is given
or the date next preceding the day on which the meeting is held, as the case may
be, and only Shareholders of record as of the close of business on such record
date shall he entitled to notice of and to vote at such meeting. Such record
date shall continue to be the record date for all adjournments of such meeting
unless a new record date shall be fixed and notice thereof and of the date of
the adjourned meeting be given to all Shareholders entitled to notice in
accordance with the new record date so fixed. (1701.45 (A) (C) (E))
(f) Quorum. At any meeting of Shareholders, the holders of shares
entitling them to exercise a majority of the voting power of the Corporation,
present in person or by proxy, shall constitute a quorum for such meeting;
provided, however, that no action required by law, the Articles, or these
Regulations to be authorized or taken by the holders of a designated proportion
of the shares of the Corporation may be authorized or taken by a lesser
proportion. The Shareholders present in person or by proxy, whether or not a
quorum be present, may adjourn the meeting from time to time without notice
other than by announcement at the meeting. (1701.51)
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(g) Organization of Meetings:
(1) Presiding Officer. The Chairman of the Board, or in his absence,
the President, or in the absence of both of them, a Vice President of the
Corporation shall call all meetings of the Shareholders to order and shall act
as Chairman thereof. If all are absent, the Shareholders shall select a
Chairman.
(2) Minutes. The Secretary of the Corporation, or, in his absence, an
Assistant Secretary, or, in the absence of both, a person appointed by the
Chairman of the meeting, shall act as Secretary of the meeting and shall keep
and make a record of the proceedings thereat.
(h) Order of Business. The order of business at all meetings of the
Shareholders, unless waived or otherwise determined by a vote of the holder or
holders of the majority of the number of shares entitled to vote present in
person or represented by proxy, shall be as follows:
1. Call meeting to order.
2. Selection of Chairman and/or Secretary, if necessary.
3. Proof of notice of meeting and presentment of affidavit thereof.
4. Roll call, including filing of proxies with Secretary.
5. Upon appropriate demand, appointment of inspectors of election.
(1701.50)
6. Reading, correction and approval of previously unapproved minutes.
7. Reports of officers and committees.
8. If annual meeting, or meeting called for that purpose, election of
Directors.
9. Unfinished business, if adjourned meeting.
10. Consideration in sequence of all other matters set forth in the
call for and written notice of the meeting.
11. Adjournment.
(i) Voting. Except as provided by statute or in the Articles, every
Shareholder entitled to vote shall be entitled to cast one vote on each proposal
submitted to the meeting for each share held of record by him on the record date
for the determination of the Shareholders entitled to vote at the meeting. At
any meeting at which a quorum is present, all questions and business which may
come before the meeting shall be determined by a majority of votes cast, except
when a
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greater proportion is required by law, the Articles, or these Regulations.
(1701.44(A))
(j) Proxies. A person who is entitled to attend a Shareholders'
meeting, to vote thereat, or to execute consents, waivers and releases, may be
represented at such meeting or vote thereat, and execute consents, waivers, and
releases, and exercise any of his rights, by proxy or proxies appointed by a
writing signed by such person, or by his duly authorized attorney, as provided
by the laws of the State of Ohio. (1701.48)
(k) List of Shareholders. At any meeting of Shareholders a list of
shareholders, alphabetically arranged, showing the number and classes of shares
held by each on the record date applicable to such meeting shall be produced on
the request of any Shareholder. (1701.37(B))
Section 2. Action of Shareholders Without a Meeting.
Any action which may be taken at a meeting of Shareholders may be taken
without a meeting if authorized by a writing or writings signed by all of the
holders of shares who would be entitled to notice of a meeting for such purpose,
which writing or writings shall be filed or entered upon the records of the
Corporation. (1701.54)
ARTICLE III
Directors
Section 1. General Powers.
The business, power and authority of this Corporation shall be
exercised, conducted and controlled by a Board of Directors, except where the
law, the Articles or these Regulations require action to be authorized or taken
by the Shareholders. (1701.59)
Section 2. Election, Number and Qualification of Directors.
(a) Election. The Directors shall be elected at the annual meeting of
Shareholders, or if not so elected, at a special meeting of Shareholders called
for that purpose. At any meeting of Shareholders at which Directors are to be
elected, only persons nominated as candidates shall be eligible for election.
(1701.39, 1701.55 (A))
(b) Number. The number of Directors, which shall not be less than the
lesser of three or the number of shareholders of record, may be fixed or changed
at a meeting of the Shareholders called for the purpose of electing Directors at
which a quorum is present, by the affirmative vote of the holders of a majority
of the shares represented at the meeting and entitled to vote on such proposal.
The number of Directors elected shall be deemed to be the number of Directors
fixed unless otherwise fixed by resolution adopted at the meeting at which such
Directors are elected. (1701.56)
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(c) Qualification. Directors need not be Shareholders of the
Corporation. (1701.56 (C))
Section 3. Term of Office of Directors.
(a) Term. Each Director shall hold office until the next annual meeting
of the Shareholders and until his successor has been elected or until his
earlier resignation, removal from office, or death. Directors shall be subject
to removal as provided by statute or by other lawful procedures and nothing
herein shall be construed to prevent the removal of any or all Directors in
accordance therewith. (1701.57, 1701.58(C))
(b) Resignation. A resignation from the Board of Directors shall be
deemed to take effect immediately upon its being received by any incumbent
corporate officer other than an officer who is also the resigning Director,
unless some other time is specified therein. (1701.58(A))
(c) Vacancy. In the event of any vacancy in the Board of Directors for
any cause, the remaining Directors, though less than a majority of the whole
Board, may fill any such vacancy for the unexpired term.(1701.58 (D))
Section 4. Meetings of Directors.
(a) Regular Meetings. A regular meeting of the Board of Directors shall
be held immediately following the adjournment of the annual meeting of the
Shareholders or a special meeting of the Shareholders at which Directors are
elected. The holding of such Shareholders' meeting shall constitute notice of
such Directors' meeting and such meeting may be held without further notice.
Other regular meetings shall be held at such other times and places as may be
fixed by the Directors. (1701.61)
(b) Special Meetings. Special meetings of the Board of Directors may
be held at any time upon call of the Chairman of the Board, the President, any
Vice President, or any two Directors. (1701.61 (A))
(c) Place of Meeting. Any meeting of Directors may be held at any place
within or without the State of Ohio in person and/or through any communications
equipment if all persons participating in the meeting can hear each other.
(1701.61 (B))
(d) Notice of Meeting and Waiver of Notice. Notice of the time and
place of any regular or special meeting of the Board of Directors (other than
the regular meeting of Directors following the adjournment of the annual meeting
of the Shareholders or following any special meeting of the Shareholders at
which Directors are elected) shall be given to each Director by personal
delivery, telephone, mail, telegram or cablegram at least forty-eight (48) hours
before the meeting, which notice need not specify the purpose of the meeting.
Such notice, however, may be waived in writing by any Director either before or
after
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any such meeting, or by attendance at such meeting (including attendance
(presence) by means of participation through any communications equipment as
above provided) without protest prior to the commencement thereof. (170.61
(B)(C), 1701.42)
Section 5. Quorum and Voting.
At any meeting of Directors, no fewer than one-half of the whole
authorized number of Directors must be present, in person and/or through any
communications equipment, to constitute a quorum for such meeting, except that a
majority of the remaining Directors in office constitutes a quorum for filling a
vacancy in the Board. At any meeting at which a quorum is present, all acts,
questions and business which may come before the meeting shall be determined by
a majority of votes cast by the Directors present at such meeting, unless the
vote of a greater number is required by the Articles, Regulations or By-Laws.
(1701.62)
Section 6. Committees.
(a) Appointment. The Board of Directors may from time to time appoint
certain of its members (but in no event less than three) to act as a committee
or committees in the intervals between meetings of the Board and may delegate to
such committee or committees powers to be exercised under the control and
direction of the Board. Each such committee and each member thereof shall serve
at the pleasure of the Board.
(b) Executive Committee. In particular, the Board of Directors may
create from its membership and define the powers and duties of an Executive
Committee. During the intervals between meetings of the Board of Directors the
Executive Committee shall possess and may exercise all of the powers of the
Board of Directors in the management and control of the business of the
Corporation to the extent permitted by law. All action taken by the Executive
Committee shall be reported to the Board of Directors at its first meeting
thereafter.
(c) Committee Action. Unless otherwise provided by the Board of
Directors, a majority of the members of any committee appointed by the Board of
Directors pursuant to this Section shall constitute a quorum at any meeting
thereof and the act of a majority of the members present at a meeting at which a
quorum is present shall be the act of such committee. Action may be taken by any
such committee without a meeting by a writing signed by all its members. Any
such committee shall prescribe its own rules for calling and holding meetings
and its method of procedure, subject to any rules prescribed by the Board of
Directors, and shall keep a written record of all action taken by it. (1701.63)
Section 7. Action of Directors Without a Meeting.
Any action which may be taken at a meeting of Directors may be taken
without a meeting if authorized by a writing or writings signed by all the
Directors, which writing or writings shall be filed or entered upon the records
of the Corporation. (1701.54)
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Section 8. Compensation of Directors.
The Board of Directors may allow compensation for attendance at
meetings or for any special services, may allow compensation to members of any
committee, and may reimburse any Director for his expenses in connection with
attending any Board or committee meeting. (1701.60)
Section 9. Attendance at Meetings of Persons
Who Are Not Directors.
Unless waived by a majority of Directors in attendance, not less than
twenty-four (24) hours before any regular or special meeting of the Board of
Directors any Director who desires the presence at such meeting of not more than
one person who is not a Director shall so notify all other Directors, request
the presence of such person at the meeting, and state the reason in writing.
Such person will not be permitted to attend the Directors' meeting unless a
majority of the Directors in attendance vote to admit such person to the
meeting. Such vote shall constitute the first order of business for any such
meeting of the Board of Directors. Such right to attend, whether granted by
waiver or vote, may be revoked at any time during any such meeting by the vote
of a majority of the Directors in attendance.
ARTICLE IV
Officers
Section 1. General Provisions.
The Board of Directors shall elect a President, a Secretary and a
Treasurer, and may elect a Chairman of the Board, one or more Vice-Presidents,
and such other officers and assistant officers as the Board may from time to
time deem necessary. The Chairman of the Board shall be a Director, but no one
of the other officers need be a Director. Any two or more offices may be held by
the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity if such instrument is required to be
executed, acknowledged or verified by two or more officers. (1701.64 (A))
Section 2. Powers and Duties.
All officers, as between themselves and the Corporation, shall
respectively have such authority and perform such duties as are customarily
incident to their respective offices, and as may be specified from time to time
by the Board of Directors, regardless of whether such authority and duties are
customarily incident to such office. In the absence of any officer of the
Corporation, or for any other reason the Board of Directors may deem sufficient,
the Board of Directors may delegate for the time being, the powers or duties
of such officer, or any of them, to any other officer or to any Director. The
Board of Directors may from time to time delegate to any officer authority to
appoint and remove subordinate officers and to prescribe their authority and
duties. Since the lawful purposes of this Corporation include the
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acquisition and ownership of real property, personal property and property in
the nature of patents, copyrights, and trademarks and the protection of the
Corporation's property rights in its patents, copyrights and trademarks, each of
the officers of this Corporation is empowered to execute any power of attorney
necessary to protect, secure, or vest the Corporation's interest in and to real
property, personal property and its property protectable by patents, trademarks
and copyright registration and to secure such patents, copyrights and trademark
registrations. (1701.64(B)(1))
Section 3. Term of Office and Removal.
(a) Term. Each officer of the corporation shall hold office at the
pleasure of the Board of Directors until his successor has been elected or until
his earlier resignation, removal from office or death. It shall not be necessary
for the officers of the corporation to be elected annually. The election or
appointment of an officer for a given term, or a general provision in the
Articles, Regulations or Bylaws with respect to term of office, shall not be
deemed to create contract rights. (1701.64(A) and 1701.64(B)(2))
(b) Removal. Any officer may be removed, with or without cause, by the
Board of Directors without prejudice to the contract rights, if any, of such
officer. (1701.64(B)(2))
(c) Vacancies. The Board of Directors may fill any such vacancy in any
office occurring for whatever reason. (1701.64(B)(3)).
Section 4. Compensation of Officers.
Unless compensation is otherwise determined by a majority of the
Directors at a regular or special meeting of the Board of Directors, or unless
such determination is delegated by the Board of Directors to another officer or
officers, the President of the Corporation from time to time shall determine the
compensation to be paid to all officers and other employees for services
rendered to the Corporation. (1701.60)
ARTICLE V
Indemnification of Directors and Officers
(a) Right of Indemnification. The Corporation shall indemnify any
Director or officer to the fullest extent provided by, or permissible under
Section 1701.13(E), Ohio Revised Code; and the Corporation is hereby
specifically authorized to take any and all further action to effectuate any
indemnification of any Director or officer which any Ohio corporation may have
power to take, by any vote of the Shareholders, vote of disinterested Directors,
by any Agreement, or otherwise. This Section of the Code of Regulations of the
Corporation shall be interpreted in all respects to expand such power to
indemnify to the maximum extent permissible to any Ohio Corporation with regard
to the particular facts of each case, and not in any way to limit
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any statutory or other power to indemnify, or right of any individual to
indemnification.
(b) Insurance for Indemnification. The Corporation may purchase and
maintain insurance for protection of the Corporation and for protection of any
Director, officer, employee and/or any other person for whose protection, and to
the fullest extent, such insurance may be purchased and maintained under Section
1701.13(E)(7), Ohio Revised Code, or otherwise. Such policy or policies of
insurance may provide such coverage and be upon such terms and conditions as
shall be authorized and approved from time to time by the Board of Directors or
the Shareholders of the Corporation.
ARTICLE VI
Securities Held by the Corporation
Section 1. Transfer of Securities Owned by the Corporation.
All endorsements, assignments, transfers, stock powers, share powers or
other instruments of transfer of securities standing in the name of the
Corporation shall be executed for and in the name of the Corporation by the
President, by a Vice President, by the Secretary or by the Treasurer or by any
other person or persons as may be thereunto authorized by the Board of
Directors.
Section 2. Voting Securities Held by the Corporation.
The Chairman of the Board, President, any Vice President, Secretary or
Treasurer, in person or by another person thereunto authorized by the Board of
Directors, in person or by proxy or proxies appointed by him, shall have full
power and authority on behalf of the Corporation to vote, act and consent with
respect to any securities issued by other corporations which the Corporation may
own. (1701.47 (A))
ARTICLE VII
Share Certificates
Section 1. Transfer and Registration of Certificates.
The Board of Directors shall have authority to make such rules and
regulations, not inconsistent with law, the Articles or these Regulations, as
it deems expedient concerning the issuance, transfer and registration of
certificates for shares and the shares represented thereby and may appoint
transfer agents and registrars thereof. (1701.14 (A), 1701.26)
Section 2. Substituted Certificates.
Any person claiming that a certificate for shares has been lost, stolen
or destroyed, shall make an affidavit or affirmation of
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that fact and, if required, shall give the Corporation (and its registrar or
registrars and its transfer agent or agents, if any) a bond of indemnity, in
such form and with one or more sureties satisfactory to the Board, and, if
required by the Board of Directors, shall advertise the same in such manner as
the Board of Directors may require, whereupon a new certificate may be executed
and delivered of the same tenor for the same number of shares as the one alleged
to have been lost, stolen or destroyed. (1701.27, 1308.35)
ARTICLE VIII
Seal
The Directors may adopt a seal for the Corporation which shall be in
such form and of such style as is determined by the Directors. Failure to affix
any such corporate seal shall not affect the validity of any instrument.
(1701.13(B))
ARTICLE IX
Consistency with Articles of Incorporation
If any provision of these Regulations shall be inconsistent with the
Corporation's Articles of Incorporation (and as they may be amended from time to
time), the Articles of Incorporation (as so amended at the time) shall govern.
ARTICLE X
Section Headings
The headings contained in this Code of Regulations are for reference
purposes only and shall not be construed to be part of and/or shall not affect
in any way the meaning or interpretation of this Code of Regulations.
ARTICLE XI
Amendments
This Code of Regulations of the Corporation (and as it may be amended.
from time to time) may be amended of added to by the affirmative vote or the
written consent of the Shareholders of record entitled to exercise a majority of
the voting power on such proposal; provided, how-ever, that if an amendment or
addition is adopted by written consent without a meeting of the Shareholders, it
shall be the duty of the Secretary to enter the amendment or addition in the
records of the Corporation, and to mail a copy of such amendment or addition to
each Shareholder of record who would be entitled to vote thereon and did not
participate in the adoption thereof. (1701.11)
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