EXHIBIT 3.6
Amended 11/26/92
CODE OF REGULATIONS
OF
CINCINNATI MILACRON MARKETING COMPANY
Article I.
MEETINGS OF SHAREHOLDERS
(a) Annual Meetings. The annual meeting of the shareholders of
this corporation shall be held at the principal office of the corporation, in
Cincinnati, Ohio, on the fourth Wednesday in April of each year, at 11:45
o'clock A.M., if not a legal holiday, but if a legal holiday, then on the day
following at the same hour. The first annual meeting of the corporation shall be
held in 1932.
(b) Special meetings of the shareholders of this corporation shall
be called by the Secretary, pursuant to a resolution of the Board of Directors,
or upon the written request of two directors, or by shareholders representing
25% of the shares issued and entitled to vote. Calls for special meetings shall
specify the time, place and object or objects thereof, and no business other
than that specified in the call therefor shall be considered at any such
meetings.
(c) Notice of Meetings. A written or printed notice of the annual
or any special meeting of the shareholders, stating the time and place, and in
case of special meetings, the objects thereof, shall be given to each share-
holder entitled to vote at such meeting appearing on the books of the corp-
oration, by mailing same to his address as the same appears on the records of
the corporation or of its Transfer Agent, or Agents, at least five (5) days
before any such meeting; provided, however, that no failure or irregularity of
notice of any annual meeting shall invalidate the same or any proceeding
thereat.
All notices with respect to any shares to which persons are jointly
entitled may be given to that one of such persons who is named first upon the
books of the Corporation and notice so given shall be sufficient notice to all
the holders of such shares.
(d) Quorum. A majority in number of the shares authorized, issued
and outstanding, represented by the holders of record thereof, in person or by
proxy, shall be requisite to constitute a quorum at any meeting of shareholders,
but less than such majority may adjourn the meeting of shareholders from time to
time and at any such adjourned meeting any business may be transacted which
might have been transacted if the meeting had been as originally called.
(e) Proxies. Any shareholder entitled to vote at a meeting of
shareholders may be represented and vote thereat by proxy appointed by an
instrument in writing, subscribed by each shareholder, or by his duly authorized
attorney, and submitted to the Secretary at or before such meeting.
Article II.
SEAL
The seal of the corporation shall be circular, about two inches in
diameter, with the name of the corporation engraved around the margin and the
word "SEAL" engraved across the center. It shall remain in the custody of the
Secretary, and it or a facsimile thereof shall be affixed to all certificates of
the corporations's shares. If deemed advisable by the Board of Directors, a
duplicate seal may be kept and used by any other officer of the corporation or
by any Transfer Agent of its shares.
Article III.
SHARES
SECTION 1. Certificates. Certificates evidencing the ownership of
shares of the corporation shall be issued to those entitled to them by transfer
or otherwise. Each certificate for shares shall bear a distinguishing number,
the signature of the President or Vice-President, and of the Secretary or an
Assistant Secretary, the seal of the corporation, and such recitals as may be
required by law. The certificates for shares shall be of such tenor and design
as the Board of Directors from time to time may adopt.
SECTION 2. Transfers. (a) The shares may be transferred on the proper
books of the corporation by the registered holders thereof, or by their
attorneys legally constituted, or their legal representatives, by surrender of
the certificate therefor for cancellation and a written assignment of the
shares evidenced thereby. The Board of Directors may, from time to time, appoint
such Transfer Agent or Registrars of shares as it may deem advisable, and may
define their powers and duties.
(b) All endorsements, assignments, transfers, 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 any two
of the following officers, to-wit: the President or a Vice-President, and the
Treasurer or Secretary or an Assistant Treasurer or an Assistant Secretary; or
by any person or persons thereunto authorized by the Board of Directors.
SECTION 3. Lost Certificates. The Board of Directors may order a new
certificate or certificates of shares to be issued in place of any certificate
or certificates alleged to have been lost or destroyed, but in every such case
the owner of the lost certificates shall first cause to be given to the
corporation a bond, with surety or sureties satisfactory to the corporation in
such sum as said Board of Directors may in its discretion deem sufficient as
indemnity against any loss or liability that the corporation may incur by reason
of the issuance of such new certificates; but the Board of Directors may, in its
discretion, refuse to issue such new certificate save upon the order of some
court having jurisdiction in such matters pursuant to the statute made and
provided.
SECTION 4. Closing of Transfer Books. The share transfer books of the
corporation may be closed by order of the Board of Directors for a period not
exceeding ten (10) days prior to any meeting of the shareholders, and for a
period not exceeding ten (10) days prior to the payment of any dividend. The
times during which the books may be closed shall, from time to time, be fixed by
the Board of Directors.
Article IV.
DIRECTORS
The number of members of the Board of Directors shall be determined
pursuant to law, by resolution of the shareholders entitled to vote, but shall
not be less than three (3) members nor more than fifteen (15) members. The
election of directors shall be held at the annual meeting of the shareholders,
or at a special meeting called for that purpose.
Directors shall hold office until the expiration of the term for which
they were elected and shall continue in office until their respective successors
shall have been duly elected and qualified.
Article V.
VACANCIES IN THE BOARD
A resignation from the Board of Directors shall be deemed to take
effect upon its receipt by the Secretary, unless some other time is specified
therein. In case of any vacancy in the Board of Directors, through death,
resignation, disqualification, or other cause deemed sufficient by the Board,
the remaining directors, though less than a majority of the whole board, by
affirmative vote of a majority of those present at any duly convened meeting
may, except as hereinafter provided, elect a successor to hold office for the
unexpired portion of the term of the director whose place shall be vacant, and
until the election and qualification of a successor.
Article VI.
REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held annually
or as the Board may designate.
Article VII.
SPECIAL MEETINGS
Special meetings of the Board of Directors shall be called by the
Secretary and held at the request of the President or any two of the directors.
Article VIII.
NOTICE OF MEETINGS
The Secretary shall give notice of each meeting of the Board of
Directors,
whether regular or special, to each member of the Board. No advance notice need
be given.
Article IX.
QUORUM
A majority of the Directors in office at the time shall constitute a
quorum at all meetings thereof, but no action of the Board shall be valid except
by the affirmative vote of a majority of the entire Board.
Article X.
PLACE OF MEETINGS
The Board of Directors may hold its meetings at such place or places
within the State of Ohio as the Board may, from time to time, determine.
Article XI.
COMPENSATION
Directors, as such, shall not receive any stated salary for their
services, but, on resolution of the Board, a fixed sum for expenses of
attendance, if any, may be allowed for attendance at each meeting, regular or
special, provided that nothing herein contained shall be construed to preclude
any Director from serving the corporation in any other capacity and receiving
compensation thereof. Members of either executive or special committees may be
allowed such compensation as the Board of Directors may determine for attending
committee meetings.
Article XII.
ELECTION OF OFFICERS
At the first meeting of the Board of Directors in each year (at which a
quorum shall be present) held next after the annual meeting of the shareholders,
and at any special meeting provided in Article VII, the Board of Directors shall
elect officers of the corporation (including the President), and designate and
appoint such subordinate officers and employes as it shall determine. They may
also appoint an executive committee or committees from their number and define
their powers and duties.
Article XIII.
OFFICERS
The officers of this Company shall be a President, one or more
Vice-Presidents, a Treasurer and a Secretary. The Board of Directors may also
determine to elect a Chairman of the Board, and may appoint one or more
Assistant Secretaries, one or more Assistant Treasurers and such other officers
and agents of the Company as it may deem necessary or desirable.
Any officer or employee elected or appointed by the Board of Directors,
other than directors themselves, may be removed at any time upon the vote of a
majority of the whole Board of Directors.
The same person may hold more than one office, other than that of
Chairman of the Board and President or Vice-President, President and
Vice-President, Secretary and Assistant Secretary, or Treasurer and Assistant
Treasurer.
In case of the absence of any officer of the Company, or for any other
reason which the Board of Directors may deem sufficient, the Board of Directors
may delegate the powers or duties of such officer to any other officer or to any
director, provided a majority of the whole Board of Directors concur therein.
ARTICLE XIV.
DUTIES OF OFFICERS
(a) Chairman of the Board. The Chairman of the Board shall preside
at all meetings of shareholders and directors. He shall also perform
all duties incident to the office and such other duties as may be
assigned to him from time to time by the Board of Directors.
(b) President. The President, in the absence of the Chairman of
the Board, shall preside at all meetings of shareholders and directors.
He shall exercise, subject to the control of the Board of Directors and
shareholders of the Company, a general supervision of the affairs of
the Company, and shall perform generally all duties incident to the
office and such other duties as may be assigned to him from time to
time by the Board of Directors.
(c) Vice-President. The Vice-President, in order of seniority,
shall perform all duties of the President in his absence or during his
disability to act, and shall have such other and further powers and
shall perform such other and further duties as may be assigned to them
by the Board of Directors.
(d) Secretary. The Secretary shall keep the minutes of all
proceedings of the Board of Directors and of the shareholders and make
a proper record of the same, which shall be attested by him. He shall
keep such books as may be required by the Board of Directors, and shall
take charge of the seal of the corporation, and generally perform such
duties as may be required by the Board of Directors.
(e) Treasurer. The Treasurer shall have the custody of the funds
and securities of the corporation which may come into his hands, and
shall do with the same as may be ordered by the Board of Directors.
When necessary or proper he may endorse on behalf of the corporation
for collection, checks, notes and other obligations. He shall deposit
the funds of the corporation to its credit in such banks and
depositaries as the Board of Directors may, from time to time,
designate. The fiscal year of the corporation shall be the same as that
of Cincinnati Milacron Inc. He shall submit to the annual
meeting of the shareholders a statement of the financial condition of
the corporation, and whenever required by the Board of Directors, shall
make and render a statement of his accounts, and such other statements
as may be required. He shall keep in books of the corporation, full and
accurate accounts of all moneys received and paid by him for account of
his corporation. He shall perform such other duties as may, from time
to time, be assigned to him by the Board of Directors.
Article XV.
ORDER OF BUSINESS
1. Call meeting to order.
2. Selection of chairman and secretary.
3. Proof of notice of meeting
4. Roll call, including filing of proxies with secretary.
5. Appointment of tellers.
6. Reading and disposal 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.
10. New business.
11. Adjournment.
This order may be changed by the affirmative vote of a majority in
interest of the shareholders present.
Article XVI.
AMENDMENTS
These regulations may be adopted, amended or repealed by the
affirmative vote of a majority of the shares empowered to vote thereon at any
meeting called and held for that purpose, notice of which meeting has been given
pursuant to law, or without a meeting by the written assent of the owners of
two-thirds of the shares of the corporation entitled to vote thereon.