EXHIBIT 3.8
BYLAWS
OF
MAAX-AKER ACQUISITION, CO.
Adopted by Aker Plastics Company Inc pursuant to
Articles of Merger dated Oct. 25, 2002
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.1. Annual Meetings. Annual meetings of the shareholders of the
Corporation shall be held on the 1st of May of each year, beginning in the year
2003, at such hour and at such place within or without the State of Indiana as
shall be designated by the Board of Directors. In the absence of designation,
the meeting shall be held on the date established hereby at the principal office
of the Corporation at 11:00 a.m., local time. The Board of Directors may, by
resolution, change the date or time of such annual meeting. If the day fixed for
any annual meeting of shareholders shall fall on a legal holiday, then such
annual meeting shall be held on the first following day that is not a legal
holiday.
Section 1.2. Special Meetings. Special meetings of the shareholders of the
Corporation may be called at any time by the Board of Directors or the President
and shall be called by the Board of Directors if the Secretary receives written,
dated and signed demands for a special meeting, describing in reasonable detail
the purpose or purposes for which it is to be held, from the holders of shares
representing at least twenty-five percent (25%) of all votes entitled to be cast
on any issue proposed to be considered at the proposed special meeting. If the
Secretary receives one (1) or more proper written demands for a special meeting
of shareholders, the Board of Directors may set a record date for determining
shareholders entitled to make such demand. The Board of Directors or the
President, as the case may be, calling a special meeting of shareholders shall
set the date, time and place of such meeting, which may be held within or
without the State of Indiana.
Section 1.3. Notices. A written notice, stating the date, time and place
of any meeting of the shareholders, and in the case of a special meeting the
purpose or purposes for which such meeting is called, shall be delivered or
mailed by the Secretary of the Corporation, to each shareholder of record of the
Corporation entitled to notice of or to vote at such meeting not less than ten
(10) nor more than sixty (60) days before the date of the meeting. In the event
of a special meeting of shareholders required to be called as the result of a
demand therefor made by shareholders, such notice shall be given no later than
the sixtieth (60th) day after the Corporation's receipt of the demand requiring
the meeting to be called. Notice of shareholders' meetings, if mailed, shall be
mailed, postage prepaid, to each shareholder at his or her address shown in the
Corporation's current record of shareholders.
A shareholder or his or her proxy may at any time waive notice of a
meeting if the waiver is in writing and is delivered to the Corporation for
inclusion in the minutes or filing with the Corporation's records. A
shareholder's attendance at a meeting, whether in person or by proxy, (a) waives
objection to lack of notice or defective notice of the meeting, unless the
shareholder or his or her proxy at the beginning of the meeting objects to
holding the meeting or transacting business at the meeting, and (b) waives
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
shareholder or his or her proxy objects to considering the matter when it is
presented. Each shareholder who has in the manner above provided waived notice
or objection to notice of a shareholders' meeting shall be conclusively presumed
to have been given due notice of such meeting, including the purpose or purposes
thereof.
If an annual or special shareholders' meeting is adjourned to a
different date, time or place, notice need not be given of the new date, time or
place if the new date, time or place is announced at the meeting before
adjournment, unless a new record date is or must be established for the
adjourned meeting.
Section 1.4. Voting. Except as otherwise provided by the Indiana Business
Corporation Law or the Corporation's Articles of Incorporation, each share of
the capital stock of any class of the Corporation that is outstanding at the
record date established for any annual or special meeting of shareholders and is
outstanding at the time of and represented in person or by proxy at the annual
or special meeting, shall entitle the record holder thereof, or his or her
proxy, to one (1) vote on each matter voted on at the meeting.
Section 1.5. Quorum. Unless the Corporation's Articles of Incorporation or
the Indiana Business Corporation Law provide otherwise, at all meetings of
shareholders a majority of the votes entitled to be cast on a matter,
represented in person or by proxy, constitutes a quorum for action on the
matter. Action may be taken at a shareholders' meeting only on matters with
respect to which a quorum exists; provided, however, that any meeting of
shareholders, including annual and special meetings and any adjournments
thereof, may be adjourned to a later date although less than a quorum is
present. Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.
Section 1.6. Vote Required to Take Action. If a quorum exists as to a
matter to be considered at a meeting of shareholders, action on such matter
(other than the election of Directors) is approved if the votes properly cast
favoring the action exceed the votes properly cast opposing the action, except
as the Corporation's Articles of Incorporation or the Indiana Business
Corporation Law require a greater number of affirmative votes. Directors shall
be elected by a plurality of the votes properly cast.
Section 1.7. Record Date. Only those persons shall be entitled to notice
of or to vote, in person or by proxy, at any shareholders' meeting who appear as
shareholders upon the books of the Corporation as of the record date for such
meeting set by the Board of Directors, which date may not be earlier than the
date seventy (70) days immediately preceding the meeting. In the absence of such
determination, the record date shall be the thirtieth (30th) day immediately
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preceding the date of such meeting. Unless otherwise provided by the Board of
Directors, shareholders shall be determined as of the close of business on the
record date.
Section 1.8. Proxies. A shareholder may vote his or her shares either in
person or by proxy. A shareholder may appoint a proxy to vote or otherwise act
for the shareholder (including authorizing the proxy to receive, or to waive,
notice of any shareholders' meetings within the effective period of such proxy)
by signing an appointment form, either personally or by the shareholder's
attorney-in-fact. An appointment of a proxy is effective when received by the
Secretary or other officer or agent authorized to tabulate votes and is
effective for eleven (11) months unless a shorter or longer period is expressly
provided in the appointment form. The proxy's authority may be limited to a
particular meeting or may be general and authorize the proxy to represent the
shareholder at any meeting of shareholders held within the time provided in the
appointment form. Subject to the Indiana Business Corporation Law and to any
express limitation on the proxy's authority appearing on the face of the
appointment form, the Corporation is entitled to accept the proxy's vote or
other action as that of the shareholder making the appointment.
Section 1.9. Removal of Directors. Any one or more of the members of the
Board of Directors may be removed, with or without cause, only at a meeting of
the shareholders called expressly for that purpose, by a vote of the holders of
shares representing a majority of the votes then entitled to be cast at an
election of Directors.
Section 1.10. Written Consents. Any action required or permitted to be
taken at a shareholders' meeting may be taken without a meeting if the action is
taken by all the shareholders entitled to vote on the action. The action must be
evidenced by one (1) or more written consents describing the action taken,
signed by all the shareholders entitled to vote on the action, and delivered to
the Corporation for inclusion in the minutes or filing with the corporate
records. Action taken under this Section 1.10 is effective when the last
shareholder signs the consent, unless the consent specifies a different prior or
subsequent effective date, in which case the action is effective on or as of the
specified date. Such consent shall have the same effect as a unanimous vote of
all shareholders and may be described as such in any document.
Section 1.11. Participation by Conference Telephone. The President may
authorize any or all shareholders to participate in any shareholders' meeting
by, or through the use of, any means of communication, such as conference
telephone, by which all shareholders participating may simultaneously hear each
other during the meeting. Any shareholder participating in a meeting by such
means is deemed to be present in person for all purposes at the meeting.
ARTICLE II
DIRECTORS
Section 2.1. Number and Term. The business and affairs of the Corporation
shall be managed under the direction of a Board of Directors. The number of
Directors comprising the Board of Directors is three (3).
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Each Director shall be elected for a term of office to expire at the
annual meeting of shareholders next following his or her election. Despite the
expiration of a Director's term, the Director shall continue to serve until his
or her successor is elected and qualified, or until the earlier of his or her
death, resignation, disqualification or removal, or until there is a decrease in
the number of Directors by action of the Board of Directors. Any vacancy
occurring in the Board of Directors, from whatever cause arising, shall be
filled by selection of a successor by a majority vote of the remaining members
of the Board of Directors (although less than a quorum); provided, however, that
if such vacancy or vacancies leave the Board of Directors with no members or if
the remaining members of the Board are unable to agree upon a successor or
determine not to select a successor, such vacancy may be filled by a vote of the
shareholders at a special meeting called for that purpose or at the next annual
meeting of shareholders. The term of a Director elected or selected to fill a
vacancy shall expire at the end of the term for which such Director's
predecessor was elected.
The Directors and each of them shall have no authority to bind the
Corporation except when acting as a Board.
Section 2.2. Quorum and Vote Required to Take Action. A majority of the
whole Board of Directors shall be necessary to constitute a quorum for the
transaction of any business, except the filling of vacancies. If a quorum is
present when a vote is taken, the affirmative vote of a majority of the
Directors present shall be the act of the Board of Directors, unless the act of
a greater number is required by the Indiana Business Corporation Law, the
Corporation's Articles of Incorporation or these Bylaws.
Section 2.3. Annual and Regular Meetings. The Board of Directors shall
meet annually, without notice, immediately following the annual meeting of the
shareholders, for the purpose of transacting such business as properly may come
before the meeting. Other regular meetings of the Board of Directors, in
addition to said annual meeting, shall be held on such dates, at such times and
at such places as shall be fixed by resolution adopted by the Board of Directors
and specified in a notice of each such regular meeting, or otherwise
communicated to the Directors. The Board of Directors may at any time alter the
date for the next regular meeting of the Board of Directors.
Section 2.4. Special Meetings. Special meetings of the Board of Directors
may be called by any member of the Board of Directors upon not less than
twenty-four (24) hours' notice given to each Director of the date, time and
place of the meeting, which notice need not specify the purpose or purposes of
the special meeting. Such notice may be communicated in person (either in
writing or orally), by telephone, telegraph, teletype or other form of wire or
wireless communication, or by mail, and shall be effective at the earlier of the
time of its receipt or, if mailed, five (5) days after its mailing. Notice of
any meeting of the Board may be waived in writing at any time if the waiver is
signed by the Director entitled to the notice and is filed with the minutes or
corporate records. A Director's attendance at or participation in a meeting
waives any required notice to the Director of the meeting, unless the Director
at the beginning of the meeting (or promptly upon the Director's arrival)
objects to holding the meeting or transacting business at the meeting and does
not thereafter vote for or assent to action taken at the meeting.
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Section 2.5. Written Consents. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
the action is taken by all members of the Board. The action must be evidenced by
one (1) or more written consents describing the action taken, signed by each
Director, and included in the minutes or filed with the corporate records
reflecting the action taken. Action taken under this Section 2.5 is effective
when the last Director signs the consent, unless the consent specifies a
different prior or subsequent effective date, in which cases the action is
effective on or as of the specified date. A consent signed under this Section
2.5 shall have the same effect as a unanimous vote of all members of the Board
and may be described as such in any document.
Section 2.6. Participation by Conference Telephone. The Board of Directors
may permit any or all Directors to participate in a regular or special meeting
by, or through the use of, any means of communication, such as conference
telephone, by which all Directors participating may simultaneously hear each
other during the meeting. A Director participating in a meeting by such means
shall be deemed to be present in person at the meeting.
Section 2.7. Committees.
(a) The Board of Directors may create one (1) or more committees and
appoint members of the Board of Directors to serve on them, by resolution of the
Board of Directors adopted by a majority of all the Directors in office when the
resolution is adopted. Each committee may have one (1) or more members, and all
the members of a committee shall serve at the pleasure of the Board of
Directors.
(b) To the extent specified by the Board of Directors in the
resolution creating a committee, each committee may exercise all of the
authority of the Board of Directors; provided, however, that a committee may
not:
(1) Authorize dividends or other distributions, except a committee
(or an executive officer of the Corporation designated by the Board of
Directors) may authorize or approve a reacquisition of shares or other
distribution if done according to a formula or method, or within a range,
prescribed by the Board of Directors;
(2) Approve or propose to shareholders action that is required to be
approved by shareholders;
(3) Fill vacancies on the Board of Directors or on any of its
committees;
(4) Except to the extent permitted by subdivision (7), amend the
Corporation's Articles of Incorporation under IC 23-1-38-2;
(5) Adopt, amend, repeal or waive provisions of these Bylaws;
(6) Approve a plan of merger not requiring shareholder approval; or
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(7) Authorize or approve the issuance or sale or a contract for sale
of shares, or determine the designation and relative rights, preferences
and limitations of a class or series of shares, except the Board of
Directors may authorize a committee (or an executive officer of the
Corporation designated by the Board of Directors) to take action described
in this subdivision within limits prescribed by the Board of Directors.
(c) Except to the extent inconsistent with the resolutions creating
a committee, Sections 2.1 through 2.6 of these Bylaws, which govern meetings,
action without meetings, notice and waiver of notice, quorum and voting
requirements and telephone participation in meetings of the Board of Directors,
apply to each committee and its members as well.
Section 2.8. Compensation. The Board of Directors may fix the compensation
of Directors.
ARTICLE III
OFFICERS
Section 3.1. Designation, Selection and Terms. The officers of the
Corporation shall consist of the President, the Secretary and the Treasurer. The
Board of Directors may also elect such Vice Presidents, Assistant Secretaries,
Assistant Treasurers, and other officers or assistant officers as it may from
time to time determine by resolution creating the office and defining the duties
thereof. In addition, the President may, by a certificate of appointment
creating the office and defining the duties thereof delivered to the Secretary
for inclusion with the corporate records, from time to time create and appoint
such assistant officers as the President deems desirable. The officers of the
Corporation shall be elected by the Board of Directors (or in the case of
assistant officers appointed by the President as provided above) and need not be
selected from among the members of the Board of Directors. Any two (2) or more
offices may be held by the same person. All officers shall serve at the pleasure
of the Board of Directors and, with respect to the assistant officers appointed
by the President, also at the pleasure of such officer. The election or
appointment of an officer does not itself create contract rights.
Section 3.2. Removal. The Board of Directors may remove any officer at any
time with or without cause. An assistant officer appointed by the President may
also be removed at any time, with or without cause, by such officer. Vacancies
in such offices, however occurring, may be filled by the Board of Directors at
any meeting of the Board of Directors (or by appointment by the President, to
the extent provided in Section 3.1 of these Bylaws).
Section 3.3. President. The President shall exercise the powers and
perform the duties which ordinarily appertain to that office and shall manage
and operate the business and affairs of the Corporation in conformity with the
policies established by the Board of Directors, or as may be provided for in
these Bylaws.
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Section 3.4. Vice Presidents. Each Vice President, if any, shall have such
powers and perform such duties as the Board of Directors may, from time to time,
prescribe and as the President may, from time to time, delegate to him or her.
Section 3.5. Treasurer. The Treasurer shall perform all of the duties
customary to that office, including the duty of supervising the keeping of the
records of the receipts and disbursements of the Corporation. The Treasurer
shall submit to the Board of Directors at such times as the Board may require
full statements showing in detail the financial condition and affairs of the
Corporation.
Section 3.6. Assistant Treasurer. In the absence or inability of the
Treasurer, the Assistant Treasurer, if any, shall perform only such duties as
are specifically assigned to him or her, in writing, by the Board of Directors,
the President or the Treasurer.
Section 3.7. Secretary. The Secretary shall be the custodian of the books,
papers and records of the Corporation and of its corporate seal, if any, and
shall be responsible for seeing that the Corporation maintains the records
required by the Indiana Business Corporation Law (other than accounting records)
and that the Corporation files with the Indiana Secretary of State the annual
report required by the Indiana Business Corporation Law. The Secretary shall be
responsible for preparing minutes of the meetings of the shareholders and of the
Board of Directors and for authenticating records of the Corporation, and shall
perform all of the other duties usual in the office of Secretary of a
corporation.
Section 3.8. Assistant Secretary. In the absence or inability of the
Secretary, the Assistant Secretary, if any, shall perform only such duties as
are provided herein or specifically assigned to him or her, in writing, by the
Board of Directors, the President or the Secretary.
Section 3.9. Salary. The Board of Directors may, at its discretion, from
time to time, fix the salary of any officer by resolution included in the minute
book of the Corporation.
ARTICLE IV
CHECKS
All checks, drafts or other orders for payment of money shall be
signed in the name of the Corporation by such officers or persons as shall be
designated from time to time by resolution adopted by the Board of Directors and
included in the minute book of the Corporation; and in the absence of such
designation, such checks, drafts or other orders for payment shall be signed by
either the President or the Treasurer.
ARTICLE V
LOANS
Such of the officers of the Corporation as shall be designated from
time to time by any resolution adopted by the Board of Directors and included in
the minute book, and in the absence of any such designation, the President of
the Corporation shall have the power, with such limitations thereon as may be
fixed by the Board of Directors, to borrow money in the
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Corporation's behalf, to establish credit, to discount bills and papers, to
pledge collateral and to execute such notes, bonds, debentures or other
evidences of indebtedness, and such mortgages, trust indentures and other
instruments in connection therewith, as may be authorized from time to time by
such Board of Directors.
ARTICLE VI
EXECUTION OF DOCUMENTS
The President may, in the Corporation's name, sign all deeds,
leases, contracts or similar documents that may be authorized by the Board of
Directors unless otherwise directed by the Board of Directors or otherwise
provided herein or in the Corporation's Articles of Incorporation, or as
otherwise required by law.
ARTICLE VII
STOCK
Section 7.1. Execution. Certificates for shares of the capital stock of
the Corporation shall be signed by the President and the Secretary and the seal
of the Corporation (or a facsimile thereof), if any, may be thereto affixed.
Where any such certificate is also signed by a transfer agent or a registrar, or
both, the signatures of the officers of the Corporation may be facsimiles. The
Corporation may issue and deliver any such certificate notwithstanding that any
such officer who shall have signed, or whose facsimile signature shall have been
imprinted on, such certificate shall have ceased to be such officer.
Section 7.2. Contents. Each certificate shall state on its face the name
of the Corporation and that the Corporation is organized under the laws of the
State of Indiana, the name of the person to whom it is issued, the number and
class of shares that the certificate represents and such other information as
may be required from time to time by resolution of the Board of Directors.
Section 7.3. Transfers. Except as otherwise provided by law or by
resolution of the Board of Directors, transfers of shares of the capital stock
of the Corporation shall be made only on the books of the Corporation by the
holder thereof in person or by duly authorized attorney, on payment of all taxes
thereon and surrender for cancellation of the certificate or certificates for
such shares (except as hereinafter provided in the case of loss, destruction or
mutilation of certificates) properly endorsed by the holder thereof or
accompanied by the proper evidence of succession, assignment or authority to
transfer, and delivered to the Secretary or an Assistant Secretary, if any.
Section 7.4. Stock Transfer Records. There shall be entered upon the stock
records of the Corporation the number of each certificate issued, the name and
address of the registered holder of such certificate, the number, kind and class
of shares represented by such certificate, the date of issue, whether the shares
are originally issued or transferred, the registered holder from whom
transferred and such other information as is commonly required to be shown by
such records. The stock records of the Corporation shall be kept at its
principal office.
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Section 7.5. Loss, Destruction or Mutilation of Certificates. The holder
of any of the capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of the certificate therefor,
and the Board of Directors may, in its discretion, cause to be issued to the
holder a new certificate or certificates of stock, upon the surrender of the
mutilated certificate, or, in the case of loss or destruction, upon satisfactory
proof of such loss or destruction. The Board of Directors may, in its
discretion, require the holder of the lost or destroyed certificate or his or
her legal representative to give the Corporation a bond in such sum and in such
form, and with such surety or sureties as it may direct, to indemnify the
Corporation, its transfer agents and registrars, if any, against any claim that
may be made against them or any of them with respect to the capital stock
represented by the certificate or certificates alleged to have been lost or
destroyed, but the Board of Directors may, in its discretion, refuse to issue a
new certificate or certificates, save upon the order of a court having
jurisdiction in such matters.
Section 7.6. Form of Certificates. The form of the certificates for shares
of the capital stock of the Corporation shall conform to the requirements of
Section 7.2 of these Bylaws and be in such printed form as shall from time to
time be approved by resolution of the Board of Directors.
ARTICLE VIII
SEAL
The corporate seal of the Corporation shall, if the Corporation
elects to have one, be in the form of a disc, with the name of the Corporation
and "INDIANA" on the periphery thereof and the word "SEAL" in the center.
ARTICLE IX
MISCELLANEOUS
Section 9.1. Indiana Business Corporation Law. The provisions of the
Indiana Business Corporation Law, as amended, applicable to all matters relevant
to, but not specifically covered by, these Bylaws are hereby, by reference,
incorporated in and made a part of these Bylaws.
Section 9.2. Fiscal Year. The fiscal year of the Corporation shall end on
the ____ of _____ of each year. February 28th Modified Oct. 26, 2002.
Section 9.3. Amendments. These Bylaws may be rescinded, changed or
amended, and provisions hereof may be waived, at any meeting of the Board of
Directors by the affirmative vote of a majority of the entire number of
Directors at the time, except as otherwise required by the Corporation's
Articles of Incorporation or by the Indiana Business Corporation Law.
Section 9.4. Definition of Articles of Incorporation. The term "Articles
of Incorporation" as used in these Bylaws means the Articles of Incorporation of
the Corporation as from time to time are in effect.
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