EXHIBIT 3.24
BY-LAWS
ARTICLE I
IDENTIFICATION
Section 1 -- Name.
The name of the corporation shall be Bremen Glas, Inc., (hereinafter
referred to as the "corporation").
Section 2 -- Seal.
The corporation shall have a corporate seal which shall be as
follows: A circular disc, on the outer margin of which shall appear the
corporate name and State of Incorporation, with the words "Corporate Seal"
through the center, so mounted that it may be used to impress these words in
raised letters upon paper. The seal shall be in charge of the Secretary.
Section 3 -- Fiscal Year.
The fiscal year of the corporation shall begin at the beginning of
the first day of August and end at the close of the last day of July next
succeeding.
ARTICLE II
CAPITAL STOCK
Section 1 -- Consideration for Shares.
The Board of Directors shall cause the corporation to issue the
capital stock of the corporation for such consideration as has been fixed by
such board in accordance with the provisions of the Articles of Incorporation.
Section 2 -- Payment of Shares.
Subject to the provisions of the Articles of Incorporation, the
consideration for the issuance of shares of the capital stock of the corporation
may be paid, in whole or in part, in money, in other property, tangible or
intangible, or in labor actually performed for, or services actually rendered
to, the corporation; provided, however, that the part of the surplus of a
corporation which is transferred to capital upon the issuance of shares as a
share dividend shall be deemed to be the consideration for the issuance of such
shares. When payment of the consideration for which a share was authorized to be
issued shall have been received by the corporation, or when surplus shall have
been transferred to capital upon the issuance of a share
BY-LAWS(Continued)
dividend, such share shall be declared and taken to be fully paid and not liable
to any further call or assessment, and the holder thereof shall not be liable
for any further payments thereon. In the absence of actual fraud in the
transaction, the judgment of the board of directors as to the value of such
property, labor or services received as consideration, or the value placed by
the board of directors upon the corporate assets in the event of a share
dividend shall be conclusive. Promissory notes or future services shall not be
accepted in payment or part payment of any of the capital stock of the
corporation.
Section 3 -- Certificates for Shares.
The corporation shall issue to each shareholder a certificate signed
by the president or a vice-president, and the secretary of the corporation
certifying the number of shares owned by him in the corporation. Where such
certificate is also signed by a transfer agent or registrar, the signatures of
the president, vice-president or secretary may be facsimiles. The certificate
shall state the name of the registered holder, the number of shares represented
thereby, the par value of each share or a statement that such shares have no par
value, and whether such shares have been fully paid up, the certificate shall be
legibly stamped to indicate the per centum which has been paid up, and as
further payments are made thereon the certificate shall be stamped accordingly.
If the corporation issues more than one class, every certificate
issued shall state the kind and class of shares represented thereby, and the
relative rights, interests, preferences and restrictions of such class, or a
summary thereof.
Section 4 -- Form of Certificates.
The stock certificates to represent the shares of the capital stock
of this corporation shall be in such form, not inconsistent with the laws of the
State of Indiana, as may be adopted by the board of directors. -
Section 5 -- Transfer of Stock.
Title to a certificate and to the shares represented thereby can be
transferred only:
(1) By delivery of the certificate endorsed either in blank or to
a specified person by the person appearing by the certificate to be the owner of
the shares represented thereby; or
(2) By delivery of the certificate and a separate document
containing a written assignment of the certificate or a power of attorney to
sell, assign, or transfer the same or the shares represented thereby, signed by
the person appearing by the certificate to be the owner of the shares
represented thereby. Such assignment or power of attorney may be either in blank
or to a specified person.
(3) After the stock has been offered for sale to the corporation
and then subsequently to the other shareholders of the corporation. Such offer
shall be in writing and on the same terms and conditions as the shareholder
proposes to sell the stock to third parties and
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BY-LAWS(Continued)
the corporation shall have twenty (20) days in which to accept such offer to
purchase the stock and other shareholders shall have an additional seven (7)
days, thereafter, should the corporation fail to accept the offer.
(3) No stock of this corporation shall be issued or transferred to
any person who is not an officer or director of this corporation, except with
the consent of the Board of Directors evidenced by a resolution duly passed at a
regular meeting of the board, or at a special meeting called for that purpose.
Every shareholder who desires to sell his stock, and every shareholder who for
any reason shall cease to be an officer or a director, his personal
representatives, legatees, or assigns, shall be required, at the time of the
taking of the next inventory, as hereinafter provided for, to offer in writing
to sell to the Board of Directors the number of shares of the capital stock held
by him to such person or persons as the Board of Directors shall designate by a
resolution duly passed, at and for the same sum per share as is equalled by the
quotient obtained by dividing the total net amount of the inventory and assets
of the corporation by the number of shares then outstanding, and any such
shareholder, his personal representatives, legatees, or assigns, shall
immediately, on the payment or tender to him in cash of such price per share,
transfer and assign the shares of the stock held to such person or persons so
designated by the board of directors. In the event, however, that the Board of
Directors shall refuse or neglect to designate such person or persons at the
next regular meeting after such offer is made, or in the event of the refusal or
neglect of such person or persons to pay or tender to such shareholder the price
per share for each and every share held, within ninety (90) days after such
designation and the completion of the inventory, then such shareholder, his
personal representatives, legatees, or assigns, may hold the shares of stock or
sell or transfer them to any person or persons, the shares to be held absolutely
free from the conditions and restrictions contained or referred to in the stock
certificates.
Before the holder of the certificate for any shares of the capital
stock who shall have obtained it by bequest, or in the distribution of the
estate of any shareholder who may hereafter die, or by purchase at any sale made
under an execution issued against any shareholder, or any legal process, or
otherwise, shall be entitled to have the stock transferred from the books of
this corporation, the shares shall first be offered to and refused by such
person or persons designated by the board of directors at a price computed as
set forth above and subject to the same conditions.
No sale whatever of any shares of the capital stock shall pass any
title thereto or be transferred on the books of this corporation, unless and
until all the preceding conditions and requirements have been complied with, and
no holder of any certificate of shares shall be entitled to any dividends
thereon, or to participate in any of the profits of this corporation, until the
shares are regularly transferred to him on the books of this corporation.
Section 6 -- Closing of Transfer Books.
The transfer books shall be closed for a period of ten days prior to
the date set for any meeting of shareholders, and during such period no new
certificate of stock shall be issued by this corporation and no change or
transfer shall be made upon the records thereof.
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BY-LAWS(Continued)
ARTICLE III
MEETINGS OF SHAREHOLDERS
Section 1 -- Place of Meetings.
All meetings of shareholders shall be held within this state and at
the principal office of the corporation, unless otherwise provided in the
Articles of Incorporation.
Section 2 -- Annual Meeting.
The annual meeting of the shareholders for the election of directors
and for the transaction of such other business as may properly come before the
meeting, shall be held at ten o'clock in the forenoon of the 2nd Monday in
August of each year, if such day is not a legal holiday, and if a holiday, then
on the first following day that that is not a legal holiday. If for any reason
the annual meeting of the shareholders shall not be held at the time and place
herein provided, the same may be held at any time thereafter, but not later than
five months after the close of each fiscal year of the corporation.
Section 3 -- Special Meetings.
Special meetings of the shareholders may be called by the president,
by the board of directors, or by shareholders holding not less than one-fourth
of all the shares of capital stock outstanding and entitled by the Articles of
Incorporation to vote on the business proposed to be transacted thereat.
Section 4 -- Notice of Meetings.
A written or printed 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 or mailed by the secretary or by the
officers or persons calling the meeting, to each holder of the capital stock of
the corporation at the time entitled to vote, at such address as appears upon
the records of the corporation, at least ten days before the date of the
meeting. Notice of any such meeting may be waived in writing by any shareholder
if the waiver sets forth in reasonable detail the purpose or purposes for which
the meeting is called, and the time and place thereof. Attendance at any
meeting, in person or by proxy shall constitute a waiver of notice of such
meeting.
Section 5 -- Voting at Meetings.
Except as otherwise provided by the provisions of the Articles of
Incorporation, every shareholder shall have the right at every shareholders'
meeting of the corporation to one vote for each share of stock standing in his
name on the books of the corporation.
No share shall be voted at any meeting:
(1) Upon which an installment is due and unpaid; or
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(2) Which shall have been transferred on the books of the
corporation within ten days next preceding the date of the meeting; or
(3) Which belongs to the corporation that issued the share.
Section 6 -- Proxies.
A shareholder may vote, either in person or by proxy executed in
writing by the shareholder or a duly authorized attorney-in-fact. No proxy shall
be valid after eleven (11) months from the date of its execution, unless a
longer time is expressly provided therein.
Section 7 -- Quorum.
Unless otherwise provided by the Articles of Incorporation, at any
meeting of shareholders, a majority of the shares of the capital stock
outstanding and entitled by the Articles of Incorporation to vote, represented
in person or by proxy, shall constitute a quorum.
Section 8 -- Organization.
The president and in his absence, the vice-president, and in their
absence any shareholder chosen by the shareholders present, shall call meetings
of the shareholders to order and shall act as chairman of such meetings, and the
secretary of the company shall act as secretary of all meetings of the
shareholders. In the absence of the secretary the presiding officer may appoint
a shareholder to act as secretary of the meeting.
ARTICLE IV
BOARD OF DIRECTORS
Section 1 -- Board of Directors.
The board of directors shall consist of seven members, who shall be
elected annually by a majority of the shares represented at the annual meeting
of the shareholders. Such directors shall hold office until the next annual
meeting of the shareholders and until their successors are elected and qualified
Directors need not be shareholders unless the Articles of Incorporation so
require.
Section 2 -- Duties.
The corporate power of this corporation shall be vested in the board
of directors, who shall have the management and control of the business of the
corporation. They shall employ such agents and servants as they may deem
advisable, and fix the rate of compensation of all agents, employes and
officers.
Section 3 -- Resignation.
A director may resign at any time by filing his written resignation
with the secretary.
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Section 4 -- Removal.
At a meeting of shareholders called expressly for that purpose,
directors may be removed in the manner provided in this section, unless
otherwise provided in the articles of incorporation. Any or all of the members
of the board of directors may be removed, with or without cause, by a vote of
the holders of a majority of the shares then entitled to vote, at an election of
directors.
Section 5 -- Vacancies.
In case of any vacancy in the board of directors through death,
resignation, removal or other cause, the remaining directors by the affirmative
vote of a majority thereof may elect a successor to fill such vacancy until the
next annual meeting and until his successor is elected and qualified. If the
vote of the remaining members of the board shall result in a tie, the vacancy
shall be filled by shareholders at the annual meeting or a special meeting
called for the purpose. Shareholders shall be notified of the name, address,
principal occupation and other pertinent information about any director elected
by the board of directors to fill any vacancy.
Section 6 -- Annual Meetings.
The board of directors shall meet each year immediately after the
annual meeting of the shareholders, at the place where such meeting of the
shareholders has been held, for the purpose of organization, election of
officers, and consideration of any other business that may be brought before the
meeting. No notice shall be necessary for the holding of this annual meeting. If
such meeting is not held as above provided, the election of officers may be had
at any subsequent meeting of the board specifically called in the manner
provided in Section 7 following.
Section 7 -- Other Meetings.
Other meetings of the board of directors may to held upon the call
of the president, or of two or more members of the board of directors, at any
place within or without the State of Indiana, upon forty-eight hours' notice,
specifying the time, place and general purposes of the meeting, given to each
director, either personally, by mailing, or by telegram. At any meeting at which
all directors are present, notice of the time, place and purpose thereof shall
be deemed waived; and similar notice may likewise be waived by absent directors,
either by written instrument or by telegram.
Section 8 -- Quorum.
At any meeting of the board of directors, the presence of a majority
of the members of the board elected and qualified shall constitute a quorum for
the transaction of any business except the filling of vacancies in the board of
directors.
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BY-LAWS(Continued)
Section 9 -- Organization.
The president and in his absence the vice-president and in their
absence any director chosen by the directors present, shall call meetings of the
board of directors to order, and shall act as chairman of such meetings. The
secretary of the company shall act as secretary of the board of directors, but
in the absence of the secretary the presiding officer may appoint any director
to act as secretary of the meeting.
Section 10 -- Order of Business.
The order of business at all meetings of the board of directors
shall be as follows:
(1) Roll call,
(2) Reading of the Minutes of the preceding meeting and action
thereon,
(3) Reports of officers,
(4) Reports of committees,
(5) Unfinished business,
(6) Miscellaneous business,
(7) New business.
ARTICLE V
OFFICERS OF THE CORPORATION
Section 1 -- Officers.
The officers of the corporation shall consist of a president, one or
more vice-presidents, a secretary and a treasurer. Any two or more offices may
be held by the same person, except that the duties of the president and
secretary shall not be performed by the same person. The board of directors by
resolution may create and define the duties of other offices in the corporation
and shall elect or appoint persons to fill all such offices. Election or
appointment of an officer shall not of itself create contract rights.
Section 2 -- Vacancies.
Whenever any vacancies shall occur in any office by death,
resignation, increase in the number of offices of the corporation, or otherwise,
the same shall be filled by the board of directors, and the officer so elected
shall hold office until his successor is chosen and qualified.
Section 3 -- President.
The president shall preside at all meetings of shareholders and
directors, discharge all the duties which devolve upon a presiding officer, and
perform such other duties as this code of by-laws provides, or the board of
directors may prescribe.
The president shall have full authority to execute proxies in behalf
of the corporation, to vote stock owned by it in any other corporation, and to
execute, with the secretary, powers of attorney appointing other corporations,
partnerships, or individuals the agent
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BY-LAWS(Continued)
of the corporation, all subject to the provisions of The Indiana General
Corporation Act of 1929, as amended; the Articles of Incorporation and this code
of by-laws.
Section 4 -- Vice-President.
The vice-president shall perform all duties incumbent upon the
president during the absence or disability of the president, and perform such
other duties as this code of by-laws may require or the board of directors may
prescribe.
Section 5 -- Secretary.
The secretary shall have the custody and care of the corporate seal,
records, minutes and stock books of the corporation. He shall attend all
meetings of the shareholders and of the board of directors, and shall keep, or
cause to be kept in a book provided for the purpose, a true and complete record
of the proceedings of such meetings, and shall perform a like duty for all
standing committees appointed by the board of directors, when required. He shall
attend to the giving and serving of all notices of the corporation, shall file
and take charge of all papers and documents belonging to the corporation and
shall perform such other duties as this code of by-laws may require or the board
of directors may prescribe.
Section 6 -- Treasurer.
The treasurer shall keep correct and complete records of account,
showing accurately at all times, the financial condition of the corporation. He
shall be the legal custodian of all moneys, notes, securities and other
valuables which may from time to time come into the possession of the
corporation. He shall immediately deposit all funds of the corporation coming
into his hands in some reliable bank or other depositary to be designated by the
board of directors, and shall keep such bank account in the name of the
corporation. He shall furnish at meetings of the board of directors, or whenever
requested, a statement of the financial condition of the corporation, and shall
perform such other duties as this code of by-laws may require or the board of
directors may prescribe. The treasurer may be required to furnish bond in such
amount as shall be determined by the board of directors.
Section 7 -- Delegation of Authority.
In case of the absence of any officer of the corporation, or for any
other reason that 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, for the time being, provided a majority of the entire board
of directors concurs therein.
Section 8 -- Execution of Documents.
Unless otherwise provided by the board of directors, all contracts,
leases, commercial paper and other instruments in writing and legal documents,
shall be signed by the president and attested by the secretary. All bonds, deeds
and mortgages shall be signed by the president and attested by the secretary.
All certificates of stock shall be signed by the president and attested by the
secretary.
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BY-LAWS(Continued)
All checks, drafts, notes and orders for the payment of money shall
be signed by those officers or employees of the corporation as the directors may
from time to time designate.
Section 9 -- Loans to Officers.
No loan of money or property or any advance on account of services
to be performed in the future shall be made to any officer or director of the
corporation.
ARTICLE VI
CORPORATE BOOKS
Section 1 -- Place of Keeping, In General.
Except as otherwise provided by the laws of the State of Indiana, by
the Articles of Incorporation of the corporation or by these by-laws, the books
and records of the corporation may be kept at such place or places, within or
without the State of Indiana, as the board of directors may from time to time by
resolution determine.
Section 2 -- Stock Register or Transfer Book.
The original or duplicate stock register or transfer book shall
contain a complete and accurate shareholders list, alphabetically arranged,
giving the names and addresses of all shareholders, the number and classes of
shares held by each, and shall be kept at the principal office of the
corporation in the State of Indiana.
ARTICLE VII
AMENDMENTS
Section 1 -- Amendments
By-Laws may be adopted, amended or repealed at any meeting of the
board of directors by the vote of a majority thereof, unless the Articles of
Incorporation provide for the adoption, amendment or repeal by the shareholders,
in which event, action thereon may be taken at any meeting of the shareholders
by the vote of a majority of the voting shares outstanding.
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