EXHIBIT 3.16
BYLAWS
OF
MAAX HOLDING CO.
(A DELAWARE CORPORATION)
ARTICLE I
OFFICES
Section 1. Registered Office. The address of the registered office of the
Corporation shall be Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19801. The registered office need not
be identical with the principal office of the Corporation and may be changed
from time to time by the Board of Directors.
Section 2. Other Offices. The Corporation may have offices at such other
places within and without the State of Delaware as the Board of Directors may
from time to time determine or the business of the Corporation requires.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meeting. An annual meeting of stockholders for the
purpose of electing directors and of transacting such other business as may come
before the meeting will generally be called annually by the Board of Directors
at its discretion, and such meetings may be held at such date and time as may be
specified by the Board of Directors.
Section 2. Place of Meeting. All meetings of the stockholders of the
Corporation for the election of directors and for any other purposes may be held
at such place either within or without the State of Delaware as may be
authorized by the Board of Directors and stated in the notice of the meeting.
Section 3. Special Meetings. Special meetings of the stockholders for any
purpose or purposes prescribed in the notice of the meeting may be called at any
time by the Board of Directors (by action taken by a majority of the total
number of directors) or by the President of the Corporation. A special meeting
of the stockholders shall also be called by the President of the Corporation
upon the written request, stating the date, time, place and purpose or purposes
of the meeting, of stockholders who together own of record a majority of the
outstanding stock of all classes entitled to vote at such meeting.
Section 4. Action Without Meeting by Stockholders. Any action required to
be taken or which may be taken at any annual or special meeting of stockholders
of the Corporation may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
Section 5. Notice of Meeting. Written notice of every meeting of
stockholders, stating the place, date and hour where it is to be held, and, in
the case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given by or at the direction of the Board of Directors or the
President of the Corporation by the Secretary or an Assistant Secretary, to each
stockholder of the Corporation entitled to vote at such meeting not less than
ten (10) nor more than sixty (60) days before the date fixed for such meeting,
except as may otherwise be provided in these Bylaws, the Certificate of
Incorporation or the General Corporation Law of the State of Delaware from time
to time in effect. If mailed, such notice shall be deemed to have been given
when deposited in the United States mail, postage prepaid, addressed to each
stockholder at his, her or its address as it appears on the books of the
Corporation. When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty
(30) days after the date of the meeting for which notice was originally given,
or if a new record date is fixed for the adjourned meeting, written notice of
the place, date and time of the adjourned meeting shall be given in conformity
with the provisions of this Section 5. At any adjourned meeting, any business
may be transacted which might have been transacted at the meeting for which
notice was originally given.
Section 6. Quorum. Except as otherwise provided by law or in the
Certificate of Incorporation or elsewhere in these Bylaws, at any meeting of
stockholders, the holders of a majority of the issued and outstanding shares of
each class of stock entitled to vote at the meeting shall be present or
represented by proxy in order to constitute a quorum for the transaction of any
business. In the absence of a quorum, a majority in interest of the stockholders
present who are entitled at any time to vote or the chairman of the meeting may
adjourn the meeting from time to time until a quorum shall be present. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment notwithstanding the withdrawal of the holders of a
sufficient number of shares entitled to vote at the meeting to leave less than a
quorum then present at the meeting.
Section 7. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix in advance a date as the
record date for any such determination of stockholders, which date, unless
otherwise provided by law, shall not be more than sixty (60) nor less than ten
(10) days before the date of such meeting nor more than sixty (60) days prior to
any other such action. If no record date is fixed by the Board of Directors, the
record date for determining stockholders (i) entitled to notice of or to vote at
a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (ii) entitled to express consent to the corporate action in writing
without a meeting when no prior action by the Board of Directors is necessary,
shall be the day on which the first written consent is expressed; and (iii) for
any other purpose, shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. When a determination
of stockholders entitled to vote at any meeting of stockholders has been made as
provided in this Section 7, such determination shall apply to
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any adjournment thereof unless the Board of Directors, in its discretion,
determines to fix a new record date with respect to the adjourned meeting.
Section 8. Voting of Shares; Proxies. Except as otherwise provided by law
or by the Certificate of Incorporation, each stockholder of record having the
right to vote shall be entitled at every meeting of the stockholders of the
Corporation to one vote for each share of stock having voting power and standing
in the name of such stockholder on the books of the Corporation and such votes
may be cast either in person or by written proxy. Every proxy must be executed
in writing by the stockholder or by his, her or its duly authorized attorney.
Each proxy shall be filed with the Secretary of the Corporation before or at the
time of the meeting. All voting, except on the election of directors and where
otherwise required by law, may be by voice vote; provided, however, that upon
demand therefor by a stockholder entitled to vote or by his, her or its proxy, a
stock vote shall be taken. Every stock vote shall be taken by ballots, each of
which shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.
Section 9. Vote Required. At any meeting duly called and held for the
election of directors at which a quorum is present, directors shall be elected
by a plurality of the votes cast, and except as otherwise required by law or the
Certificate of Incorporation, all other matters shall be determined by a
majority of the votes cast at such meeting by the holders of outstanding shares
of stock of all classes of stock of the Corporation entitled to vote thereon who
are present in person or by proxy and who cast their votes with respect to such
matter.
Section 10. Waiver of Notice. Except as otherwise required by law or the
Certificate of Incorporation, any stockholder may at any time waive any or all
notice to him, her or it of any meeting of stockholders by delivering to the
Corporation a writing to that effect signed by him, her or it either before or
after the meeting, and the presence of any stockholder in person or by proxy at
a meeting of stockholders shall constitute waiver by him, her or it of notice of
the meeting, except when the person attends a 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.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors, except as
may be otherwise provided in the Certificate of Incorporation or the Delaware
General Corporation Law.
Section 2. Number and Tenure. The number of directors shall be fixed from
time to time by the Board of Directors. The directors shall be elected by the
holders of shares entitled to vote thereon at the annual meeting of
stockholders, and each shall serve until the next succeeding annual meeting of
stockholders and until his or her respective successor has been elected and
qualified, or until his or her earlier resignation, death or removal from
office.
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Section 3. Chairman of the Board. The directors may elect one of their
members to be the Chairman of the Board of Directors. The Chairman shall be
subject to the control of and may be removed by the Board of Directors. The
Chairman shall perform such duties as may from time to time be assigned to him
or her by the Board of Directors.
Section 4. Vacancies. Any vacancy occurring on the Board of Directors by
reason of death, resignation, removal or disqualification may be filled by a
majority of the remaining directors, even though less than a quorum, at any
regular or special meeting. Vacancies on the Board resulting from newly created
directorships may be filled only by a majority vote of the directors serving at
the time of the increase.
Section 5. Meetings. The Board of Directors shall hold regular meetings
during each calendar year at such time and place as shall from time to time be
determined by the Board of Directors and stated in the notice of the meeting.
Regular meetings of the Board of Directors may be held without notice at such
date, time and place as shall from time to time be determined by resolution of
the Board of Directors. Special meetings of the Board of Directors shall be held
at such time and place as shall be designated in the notice of the meeting
whenever called by the Chairman of the Board, if any, the President of the
Corporation, or by a majority of the directors then in office.
Section 6. Notice of Meetings. Notice of every regular (unless the Board
of Directors has fixed by resolution the date, time and place of its regular
meetings) and special meeting of the Board of Directors stating the date, time
and place of the meeting shall be delivered to each director at his or her
business address or at such other address as he or she shall have previously
specified in writing directed to the Secretary of the Corporation. Notice, if by
mail, shall be given not later than the fifth day preceding the date of the
meeting. The notice shall be deemed to be given when deposited in the United
States mail, duly addressed with postage prepaid. Notice, if given by telegram,
cable, telex or similar communication, shall be given at least 48 hours
preceding the time of the meeting. Such notice shall be deemed to be given when
delivered to the telegraph or cable company or, in the case of a telex or
similar communication, when transmitted. Notice may also be given in person or
by telephone at least 24 hours preceding the time of the meeting. 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 in any waiver of
notice of such meeting.
Section 7. Waiver of Notice. Except as otherwise required by law or by the
Certificate of Incorporation, any director may waive at any time any or all
notice to him or her of any meeting of the Board of Directors or of any
committee of the Board by delivering to the Corporation a writing to that effect
signed by him or her either before or after such meeting, and the presence of
any director at any meeting of the Board of Directors or of any committee of the
Board shall constitute a waiver by him or her of notice of such meeting if such
director does not protest, prior to the meeting or at its commencement, the lack
of notice.
Section 8. Quorum. At all meetings of the Board of Directors a majority of
the entire Board shall constitute a quorum sufficient for the transaction of
business, and any act of a majority of the directors present at a meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise required by law, the Certificate of Incorporation
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or these Bylaws. If a quorum is present at any meeting of directors, a majority
of the directors present thereat may adjourn the meeting from time to time
without notice other than announcement at the meeting of the time and place of
such adjourned meeting.
Section 9. Action Without Meeting. Unless otherwise restricted by law or
by the Certificate of Incorporation, any action required or permitted to be
taken at any meeting of the Board of Directors, or of any committee of the Board
of Directors, may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in writing. Each such consent in
writing shall be filed with the minutes of the proceedings of the Board of
Directors or committee.
Section 10. Committees. The Board of Directors may designate two or more
of their number to constitute an executive committee, which, to the extent
determined by the Board and allowed by law, shall have and exercise the
authority of the Board in the management of the business of the Corporation.
Such executive committee shall act only in the interval between meetings of the
Board and shall be subject at all times to the control and direction of the
Board. The Board of Directions may also appoint one or more natural persons who
need not be Board members to serve on such other committees as the Board may
determine. Such other committees shall have such powers and duties as shall from
time to time be prescribed by the Board. A majority of the members of any
committee shall constitute a quorum for the transaction of business by the
committee. All committees shall keep accurate minutes of their meetings, which
minutes shall be made available upon request to members of that committee and to
any director.
Section 11. Meetings by Conference Telephone. The Board of Directors, or
any committee thereof, may participate in a meeting of the Board or such
committee by means of conference telephone call or similar communications
equipment by means of which all persons participating in the meeting can hear
each other and such participation shall constitute presence in person at such
meeting.
ARTICLE IV
OFFICERS
Section 1. Election of Officers. The executive officers of the Corporation
shall be a President and a Secretary, each of whom shall be elected by the Board
of Directors and may be designated by such title or titles as the Board may
determine. The Board of Directors may elect or appoint such other officers as it
may deem necessary or desirable. Each officer shall hold office for such term as
may be prescribed by the Board of Directors from time to time.
Section 2. President. The President shall have charge of the business and
operations of the Corporation, subject to the control of the Board of Directors.
He or she shall in general supervise and cause all orders and resolutions of the
Board of Directors to be carried into effect, shall do and perform all acts and
things incident to the position of President, and shall have such other duties
as may be prescribed from time to time by the Board of Directors.
Section 3. Vice Presidents. The Vice President, if any, or Vice Presidents
in case there be more than one, shall have such powers and perform such duties
as the President or the Board of Directors may from time to time prescribe. In
the absence of the President or in the
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event of the President's death, inability or refusal to act, the Vice President,
or in the event there be more than one Vice President, the Vice Presidents in
the order designated by the Board of Directors, or, in the absence of any
designation, in the order of their election, shall perform the duties of the
President, and, when so acting, shall have all the powers of and be subject to
all of the restrictions upon the President.
Section 4. Chief Financial Officer. The chief financial officer shall be
in charge of the financial affairs of the Corporation under the direction of the
Board of Directors and the supervision of the President. He or she shall
supervise the activities of any treasurer and controller or assistant treasurers
and assistant controllers and shall report periodically to the Board of
Directors concerning the financial condition of the Corporation and shall
perform such other duties as shall be ordered by the Board of Directors or the
chief executive officer.
Section 5. Secretary. The Secretary, or his or her designee, shall attend
all meetings of the Board of Directors and of the stockholders, and record all
proceedings of the meetings of the Board of Directors and of the stockholders in
books to be kept for that purpose and shall perform like duties for other
committees of the Board of Directors when directed to do so by the Board. He or
she shall give, or cause to be given, notice of all meetings of the stockholders
and regular, if required, and special meetings of the Board of Directors and
shall perform such other duties as may be prescribed by the Board of Directors
or the President.
ARTICLE V
CAPITAL STOCK
Section 1. Certificates. Certificates representing shares of capital stock
of the Corporation shall be in such form as shall be determined by the Board of
Directors and as may be required by law. Stock certificates shall be signed by
the President and the Secretary or any assistant secretary of the Corporation.
Where any such certificate is countersigned by a transfer agent or registrar
other than the Corporation or an employee, the signatures of any such officers
upon such certificates may be facsimiles. All certificates for shares shall be
consecutively numbered or otherwise identified, and shall state the name of the
Corporation, that it is organized under the laws of the State of Delaware, the
name of the person to whom the shares are issued, the number and class of shares
and the designation of the series, if any, that the certificate represents. The
name of the person to whom the shares are issued with the number of shares and
the date of issue shall be entered on the books of the Corporation.
Section 2. Transfer of Shares. The shares of stock of the Corporation
shall be transferrable upon its books only by the persons named in the
certificates or by their attorneys-in-fact or legal representatives duly
authorized in writing, and upon surrender to the Corporation of the old stock
certificates, properly endorsed, to the Secretary of the Corporation, or to such
other persons as the Board of Directors may designate, by whom they shall be
cancelled. New certificates for the shares shall thereupon be issued to the
person entitled to such new certificates. A record shall be made of each
transfer.
Section 3. Lost Certificates. The Board of Directors or any transfer agent
of the Corporation may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed
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upon the making of an affidavit of that fact by the person claiming the
certificate to be lost, stolen or destroyed. When authorizing the issuance of a
new certificate or certificates under such circumstances, the Board of Directors
(or any transfer agent of the Corporation authorized to do so by resolution of
the Board of Directors) may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates to give the Corporation a bond in such sum as the
Board of Directors (or any transfer agent so authorized) shall direct to
indemnify the Corporation against any claim that may be made against the
Corporation with respect to the certificate or certificates alleged to have been
lost, stolen or destroyed or the issuance by the Corporation of such new
certificate or certificates, and such requirement may be general or confined to
specific instances.
Section 4. Dividends. The Board of Directors may from time to time declare
and the Corporation may pay dividends upon its outstanding shares of capital
stock in the manner and upon the terms and conditions provided by law.
Section 5. Reserves. There may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, deems proper as a reserve or
reserves to meet contingencies, for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for the purchase of additional
property or for such other purpose as the Board shall deem to be consistent with
the interests of the Corporation, and the Board may modify or abolish any such
reserve.
ARTICLE VI
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize such officers
or agents as it shall designate to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans to Officers. Subject to contractual limitations or
restrictions, if any, the Corporation may lend money to, guarantee any
obligation of or otherwise assist any officer or other employee of the
Corporation or any subsidiary of the Corporation, including any such officer or
employee who is a director of the Corporation or any subsidiary of the
Corporation, whenever, in the judgment of the Board of Directors, such loan,
guaranty or assistance may reasonably be expected to benefit the Corporation.
Any such loan, guaranty or assistance may be with or without interest and may be
unsecured or secured in manner as the Board of Directors shall approve,
including a pledge of shares of stock of the Corporation.
Section 3. Checks; Drafts. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officers or agents of the Corporation as
shall be designated and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks or other financial institutions as the Board of Directors may select.
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ARTICLE VII
INDEMNIFICATION
Section 1. Indemnification of Officers, Directors and Employees. Each
person (i) made or threatened to be made a party to any action by or in the
right of the Corporation to procure a judgment in its favor, by reason of the
fact that he or she, his or her testator or intestate, is or was a director,
officer or employee of the Corporation and (ii) made or threatened to be made a
party to any action or proceeding, other than one by or in the right of the
Corporation to procure a judgment in its favor, whether civil or criminal,
including any action by or in the right of any other corporation of any type or
kind, domestic or foreign, which any director, officer or employee of the
Corporation served in any capacity at the request of the Corporation by reason
of the fact that he or she, his or her testator or intestate, is or was a
director, officer or employee of the Corporation, or served such corporation in
any capacity, shall be indemnified by the Corporation against all expenses and
other amounts for which indemnification may be made under law. The Corporation
may, to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification, and to the advancement of expenses to any director,
officer, employee or agent of a subsidiary or related entity of the Corporation
or to any employee or agent of the Corporation to the fullest extent of the
provisions of this Section with respect to the indemnification and advancement
of expenses of directors and officers of the Corporation. The indemnification
provided for herein shall be made at the times, in the manner and to the extent
provided by law.
Section 2. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or subsidiary or related entity against any expense, liability or
loss, whether or not the Corporation would have the power to indemnity such
person against such expense, liability or loss under the Delaware General
Corporation Law.
ARTICLE VIII
MISCELLANEOUS
Section 1. Stock of other Corporations or other Interests. Unless
otherwise ordered by the Board of Directors, the President, the Secretary, and
such other attorneys or agents of the Corporation as may from time to time be
authorized by the Board of Directors or the President, shall have full power and
authority on behalf of the Corporation to attend and to act and vote in person
or by proxy at any meeting of the holders of securities of any corporation or
other entity in which this Corporation may own or hold shares or other
securities, and at such meetings shall possess and may exercise all the rights
and powers incident to the ownership of such shares or other securities which
this Corporation, as the owner or holder thereof, might have possessed and
exercised if present. The President, the Secretary or such attorneys or agents
may also execute and deliver on behalf of the Corporation powers of attorney,
proxies, consents, waivers and other instruments relating to the shares or
securities owned or held by this Corporation.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be such
twelve-month period as may be set by a resolution of the Board of Directors;
provided, however, that the first fiscal year of the Corporation may be a
shorter period if permitted by law.
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Section 3. Seal. The Corporation shall have no seal.
Section 4. Amendments. Except as limited by the Certificate of
Incorporation, these Bylaws may be altered or amended by the Board of Directors
at any meeting of directors to the full extent permitted by law, subject,
however, to the power of the stockholders of this Corporation to alter or repeal
such bylaws.
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