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EXHIBIT 3.6
ACTION BY WRITTEN CONSENT OF SHAREHOLDERS
CODE OF REGULATIONS
OF
GRAELIC INC.
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 North Ridgeville,
Ohio, on the 15th day in December of each year, at 10:00 o'clock A.M., if not a
legal holiday, then on the day following at the same hour. The first annual
meeting of the corporation shall be held in 19 .
(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 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 shareholder entitled to
vote at such meeting appearing on the books of the corporation, 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 Ten (10) 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 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.
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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 corporation'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 Agents 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 certificate or 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
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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. 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 monthly on
such dates as the Board may designate.
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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.
ARTICLE IX.
QUORUM
A majority of the Directors in office at the time shall constitute a
quorum at all meetings thereof.
ARTICLE X.
PLACE OF MEETINGS
The Board of Directors may hold its meetings at such place or places
within or without 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 therefor. Members of either executive or special committees may be
allowed such compensation as the Board of Directors may determine for attending
committee meetings.
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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 employees 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 corporation shall be a President, who shall be a
director, and also a Vice-President, a Secretary, a Treasurer and a
who may or may not be directors. Said officers shall be chosen by the Board of
Directors, and shall hold office for one year, and until their successors are
elected and qualified. Additional Vice-Presidents may be elected from time to
time as determined by the Directors who may also appoint one or more Assistant
Secretaries, and one or more Assistant Treasurers, and such other officers and
agents of the corporation as it may from time to time determine.
Any officer or employee elected or appointed by the Board of Directors,
other than that of director, may be removed at any time upon vote of the
majority of the whole Board of Directors.
The same person may hold more than one office, other than that of
President and Vice-President, or Secretary and Assistant Secretary, or Treasurer
and Assistant Treasurer.
In case of the absence of any officer of the corporation, 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) President. The President shall preside at all meetings of shareholders and
directors. He shall exercise, subject to the control of the Board of Directors
and the shareholders of the corporation, a general supervision over the affairs
of the corporation, 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.
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(b) Vice-President. The Vice-President shall perform all duties of the
President in his absence or during his inability to act, and shall have such
other and further powers, and shall perform such other and further duties as may
be assigned to him by the Board of Directors.
(c) 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.
(d) 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 co-extensive with the
calendar year. 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 the 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.
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CODE OF REGULATIONS
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This order may be changed by the affirmative vote of a majority in
interest of the shareholders present.
ARTICLE XVI.
AMENDMENTS
No action of the directors of this corporation shall be valid unless
approved by all members of the Board of Directors by their unanimous vote,
whether or not present at a meeting. No action of the shareholders of the
corporation shall be valid unless approved by the unanimous vote of all
shareholders, whether or not present at a meeting. These regulations may be
amended only by the unanimous vote of all shareholders, whether or not present
at a meeting.
ARTICLE XVII.
STOCK RESTRICTION
No present shareholder or future shareholder of this corporation shall
sell, transfer, assign or otherwise dispose of any of his shares of stock in
this corporation without first offering such shares, for the same price, and
upon the same terms and conditions, as the same are being offered to a third
person (disclosing the name of the proposed purchaser), to the corporation, and
the corporation shall have a period of thirty (30) days in which to accept such
offer. Failing a timely acceptance, the selling shareholder shall then offer
such shares for the same price, terms and conditions as they are being offered
to a third person, to the remaining shareholders of the corporation, pro rata.
The remaining shareholders shall have a period of thirty (30) days in which to
accept said offer. Failing a timely acceptance by the remaining shareholders,
the selling shareholder shall be free to sell such shares, but only to the
prospective purchaser so disclosed, but for no more favorable price, terms
and/or conditions, provided such sale is consummated within sixty (60) days
following the expiration of the last option created herein. After such sixty
(60) day period, the shares of stock shall be again subject to the provisions of
this Article.
All shares of stock of this corporation shall be appropriately endorsed
to reflect the restriction upon transferability contained herein.
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