EXHIBIT 3.20
Adopted as of Jan. 27, 1977
AMENDED AND RESTATED BYLAWS
OF
MASTER UNIT DIE PRODUCTS, INC.
ARTICLE I - OFFICES
Section 1. Business Offices. The principal office of the corporation in
the State of Michigan shall be located at 866 Fairplains Street in the City of
Greenville, County of Montcalm. The corporation may have such other offices,
either within or without the State of Michigan as the Board of Directors may
designate or as the business of the corporation may require from time to time.
Section 2. Registered Office. The registered office of the corporation
(required by the Michigan Business Corporation Act to be maintained in the State
of Michigan) may be, but need not be, identical with the principal office in the
State of Michigan, and the address of the registered office may be changed from
time to time by the Board of Directors.
ARTICLE II - SHAREHOLDERS' MEETINGS
Section 1. Annual Meetings. The annual meeting of the shareholders
shall be held on such day in the month of January and at such place as the
directors shall determine, for the purpose of electing directors and for the
transaction of such other business as may come before the meeting. If the
election of directors shall not be held at the time designated for the annual
meeting of the shareholders or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as convenient.
Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or the Board of Directors, and shall be called by the President
at the request of the holders of not less than 10% of all the outstanding shares
of the corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Michigan, as the place of meeting
for any annual meeting, or for
any special meeting called by the Board of Directors. A waiver of notice signed
by all shareholders entitled to vote at a meeting may designate any place,
either within or without the State of Michigan, as the place of the holding of
such meeting. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the corporation in
the State of Michigan, but any meeting may be adjourned to reconvene at any
place designated by vote of a majority of the shares represented thereat.
Section 4. Notice of Meeting. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten days,
unless a longer minimum notice period is required by law, nor more than sixty
days before the date of the meeting either personally or by mail to each
shareholder of record entitled to vote at the meeting. If mailed, such notice
shall be deemed to be delivered when deposited in a post office or official
depository under the exclusive care and custody of the United States Postal
Service, addressed to the shareholder at his address as it appears on the stock
record books of the corporation, with postage thereon prepaid.
Section 5. Waiver of Notice by Shareholders. Whenever any notice
whatever is required to be given to any shareholder of the corporation under the
provisions of these bylaws or under the provisions of the articles of
incorporation or under the provisions of any statute, a waiver thereof in
writing, signed at any time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice. Attendance of a person at a meeting of shareholders, in person or
by proxy constitutes a waiver of notice of the meeting, except when the
shareholder attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
Section 6. Action by Shareholders Without a Meeting. Any action
required or permitted to be taken at an annual or special meeting of
shareholders may be taken without a meeting, without prior notice and without a
vote, if all the shareholders entitled to vote thereon consent thereto in
writing.
Section 7. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or
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allotment of any rights, or in order to make a determination of shareholders for
any other lawful purpose, the Board of Directors of the Corporation may fix, in
advance, a date as the record date for any such determination of shareholders,
such date in any case to be not more than sixty nor less than ten days prior to
the date of any proposed meeting of shareholders, nor more than sixty days
before any other action. In no event shall the stock transfer books be closed.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
be applied to any adjournment thereof, unless the Board of Directors fixes a new
record date under this Section for the adjourned meeting.
Section 8. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. The shareholders present in
person or by proxy at such meeting may continue to do business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. Though less than a quorum of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally called.
Section 9. Proxies. At all meetings of shareholders, a shareholder
entitled to vote may vote by proxy appointed in writing by the shareholder or by
his authorized agent or representative. Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. No proxy
shall be valid after three years from the date of its execution, unless
otherwise provided in the proxy.
Section 10. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.
Section 11. List of Shareholders. A complete list of the shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, and showing the address of each shareholder and
the number of shares registered in the name of each shareholder shall be
prepared by the officer or agent of the corporation having charge of the stock
transfer books. Such list shall be produced at the time and place of the meeting
during the whole time thereof, and be subject to the inspection of any
shareholder. Such list shall be
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prima facie evidence as to who are the shareholders entitled to examine the list
and to vote at the meeting.
ARTICLE III - BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of directors
of the corporation shall be six (6) or such other number as may be fixed from
time to time by action of the shareholders. Each director shall hold office
until the annual meeting of shareholders next following his election and until
his successor is elected and qualified, or until his death, resignation or
removal if that should sooner occur.
Section 3. Regular Meetings. The Board of Directors may from time to
time provide by resolution the time and place, either within or without the
State of Michigan, for the holding of regular meetings of the Board of
Directors. Such regular meetings may be held without other notice than such
resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or of the Secretary or any
one of the directors. The person or persons calling such meeting may fix any
time or place for holding any special meeting of the Board of Directors called
by them.
Section 5. Notice of Meeting. Notice of any special meeting shall be
given at least seventy-two (72) hours prior thereto by written notice delivered
personally or mailed to each director at the address designated by him for that
purpose or, if none is designated, at his last known address or by telegram. If
mailed, such notice shall be deemed to be delivered when deposited so addressed
in a post office or official depository under the exclusive care and custody of
the United States Postal Service, with postage thereon prepaid. If notice is
given by telegram, such notice shall be deemed to be delivered when given to the
telegraph company.
Section 6. Waiver of Notice by Directors. Whenever any notice whatever
is required to be given to any director of the corporation under the provisions
of these bylaws or under the provisions of the articles of incorporation or
under the provisions of any statute, a waiver thereof in writing, signed at any
time, whether before or after the time of meeting, by the director entitled to
such notice, shall be deemed equivalent to the giving
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of such notice. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
section 7. Quorum. A majority of the directors then in office shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors; but though less than such quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
Section 8. Presence by Means of Telephone. A director shall be deemed
to be present in person at a meeting of the directors if he participates in the
meeting by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other.
Section 9. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by statute.
Section 10. Action by Directors Without a Meeting. Any action required
or permitted to be taken at any meeting of the Board of Directors or any
committee thereof may be taken without a meeting if, before or after the action,
all members of the Board or of the committee, as the case may be, shall have
signed a written consent. Any such written consents shall be filed with the
minutes of the proceedings of the Board or the committee.
Section 11. Removal. A director or the entire board may be removed,
with or without cause, by vote of the holders of a majority of the shares
entitled to vote at an election of directors.
Section 12. Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the directors then in office though less than a quorum of the Board
of Directors.
Section 13. Compensation. The Board of Directors by
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affirmative vote of a majority of the directors then in office, and irrespective
of any personal interest of any of its members, may establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise, or may delegate such authority to an appropriate
committee.
Section 14. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors or a committee thereof at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the Secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.
Section 15. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. The Board of Directors shall have the power at any time to fill
vacancies in, to change the membership of, or to discharge any such committee,
or to designate additional committees. The Board of Directors shall have the
power to appoint employees of the corporation who are not members of the Board
of Directors to serve as advisory, non-voting consultants to any such
committees. Any committees, to the extent provided in the resolutions of the
Board creating such committee and subject to the limitations provided by
statute, shall have and may exercise the powers of the whole Board of Directors
in the management of the business and affairs of the corporation.
Section 16. Dividends. Subject always to the provisions of law and the
articles of incorporation, the Board of Directors shall have full power to
determine whether any, and if any, what part of any, funds legally available for
the payment of dividends shall be declared in dividends and paid to
shareholders; the division of the whole or any part of such funds of the
corporation shall rest wholly within the lawful discretion of the Board of
Directors, and it shall not be required at any time, against such discretion, to
divide or pay any part of such funds among or to the shareholders as dividends
or otherwise; and the Board of Directors may fix a sum which may be set aside or
reserved over
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and above the capital paid in of the corporation as working capital for the
corporation or as a reserve for any proper purpose, and from time to time may
increase, diminish, and vary the same in its absolute judgment and discretion.
ARTICLE IV - OFFICERS
Section 1. Number. The Board of Directors, as soon as practicable after
the election thereof held in each year, shall elect a President, a Secretary and
a Treasurer, and from time to time may elect one or more Vice Presidents and
such Assistant Secretaries, Assistant Treasurers and such other officers, agents
and employees as it may deem proper. Any two offices other than the offices of
President and Secretary may be held by the same person.
Section 2. Election and Term of Office. Each officer shall hold office
for the term for which he was elected and until his successor shall have
qualified or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors, whenever in its
judgment the best interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment shall not of itself create contract rights.
Section 4. Vacancies. A vacancy in any principal office because of
death, resignation, removal, disqualification or otherwise shall be filled by
the Board of Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and Board of Directors. He may sign, with the secretary or any
other proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
bylaws
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or some other law to be otherwise signed or executed, and in general shall
perform all duties incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.
Section 6. Vice President. In the absence of the President, or in the
event of his death or inability to act, the Vice President, if any, or if more
than one, then in the order designated by the Board of Directors, shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.
Section 7. Secretary. The Secretary shall: (a) keep the minutes of the
shareholders' and the Board of Directors' meetings in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents the execution of which on behalf of
the corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder; (e) sign with the President or a Vice
President certificates for shares of the corporation, the issuance of which
shall have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the President or by the
Board of Directors.
Section 8. Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever, and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of these
bylaws; and (b) in general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
Section 9. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
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Section 10. Officer Reimbursement. Each officer by accepting his office
agrees that any payments made to him by the corporation such as a salary,
commission, bonus, interest, or rent, or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service, shall be reimbursed by such officer to the corporation
to the full extent of such disallowance. It shall be the duty of the directors,
as a Board, to enforce payment of each such amount disallowed. In lieu of
payment by the officer, subject to the determination of the directors,
proportionate amounts may be withheld from his future compensation payments
until the amount owed to the corporation has been recovered.
ARTICLE V CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Subject to the requirements of law,
certificates representing shares of the corporation shall be in such form as
shall be determined by the Board of Directors. Such certificates shall be signed
by the President or a Vice President and by the Secretary. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the corporation. All certificates surrendered to the corporation for
transfer shall be cancelled and no new certificates shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated certificate a
new one may be issued therefor upon such terms and indemnity to the corporation
as the Board of Directors may prescribe.
Section 2. Facsimile Signatures. If a transfer agent or registrar is
appointed and countersigns certificates representing shares of the corporation,
the signatures of the officers of the corporation on such certificates may be
facsimiles.
Section 3. No Preemptive Rights. No holder of shares of the capital
stock of any class of the corporation shall have any preemptive right of
subscription to any shares of any class of stock of the corporation, whether now
or hereafter authorized.
ARTICLE VI - INDEMNIFICATION
Section 1. Actions Against Directors and Officers. Subject to the other
provisions of these bylaws, the corporation
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shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, or its shareholders, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or 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 which he reasonably believed to be in or
not opposed to the best interests of the corporation, or its shareholders, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
Section 2. Actions by Corporation. Subject to the other provisions of
these bylaws, the corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, or its
shareholders, and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
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Section 3. Expenses. To the extent that a person who is a director or
officer of the corporation or who is a director or officer of another
corporation, partnership, joint venture, trust or other enterprise in which he
is serving at the request of the corporation, has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
Section 4. Good Faith. Any indemnification under Sections 1 and 2 of
this Article VI (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the person is proper in the circumstances because he has met
the applicable standard of conduct set forth in said Sections 1 and 2. Such
determination shall be made in any of the following ways: (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding; (2) if such a quorum is not
obtainable, or even if obtainable a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion; or (3) by the
shareholders.
Section 5. Prepayment. Expenses incurred in defending a civil or
criminal action, suit or proceeding described in Sections 1 and 2 of this
Article VI may be paid by the corporation in advance of the final disposition of
such action, suit or proceeding as authorized in the manner provided in Section
4 of this Article VI upon receipt of an undertaking by or on behalf of the
person for whom such expenses are being paid to repay such amount unless it
shall ultimately be determined that he is entitled to be indemnified by the
corporation.
Section 6. Persons Not Directors or Officers. Persons for whom
indemnification is not provided in Sections 1 and 2 of this Article VI but who
are employees or agents of the corporation or are serving at the request of the
corporation as employees or agents of another corporation, partnership, joint
venture, trust or enterprise may be indemnified to the extent authorized at any
time or from time to time by the Board of Directors of the corporation subject,
however, to the limitations set forth in this Article VI.
Section 7. Persons Who Have Ceased to Hold Office. The indemnification
provided in this Article VI shall continue as
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to a person who has ceased to be a director or officer and shall inure to the
benefit of the heirs, executors and administrators of such a person.
Section 8. Implied Contract. The assumption by a person of a term of
office as a director or officer of the corporation or, at the request of the
corporation, as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, shall constitute a contract, entitling such
person, during such term of office, to all of the rights and privileges of
indemnification afforded by this Article VI as in effect as of the date of his
assumption of such term of office, but such contract shall not prevent the
amendment of this Article VI in respect of any future term of office of such
persons or in respect of any other person.
Section 9. Insurance. The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article VI or
of the Michigan Business Corporation Act.
Section 10. Invalidity of Part. The invalidity or enforceability of
any provision of this Article VI shall not affect the validity or enforceability
of any other provision hereof.
ARTICLE VII - AMENDMENTS
The shareholders or Board of Directors may, amend, alter or repeal any
of these bylaws except to the extent that any such bylaw has hereinafter been
enacted by the Shareholders of the Corporation with specific limitations upon
the power of the Board of Directors to amend, alter or repeal such bylaw.
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