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EXHIBIT 3.8
07/26/96
BY-LAWS
OF
HERR MANUFACTURING COMPANY
ARTICLE I - OFFICES
1. The registered office of the corporation shall be at 18
Prestige Lane, Lancaster, Pennsylvania, 17603.
2. The corporation may also have offices at such other places as
the Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II - SEAL
1. The corporate seal shall have inscribed thereon the name of
the corporation, the year of organization and the words "Corporate Seal,
Pennsylvania".
ARTICLE III SHAREHOLDERS' MEETING
1. Meetings of the shareholders shall be held at the office of
the corporation at I8 Prestige Lane, Lancaster, Pennsylvania, 17603, or at such
other place or places, either within or without the Commonwealth of
Pennsylvania, as may from time to time be selected.
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2. The annual meeting of the shareholders, shall be held on the
third Friday of January in each year at 11:00 o'clock A.M. when they shall elect
a Board of Directors, and transact such other business as may properly be
brought before the meeting. If the annual meeting shall not be called and held
within six months after the designated time, any shareholder may call such
meeting.
3. The presence, in person or by proxy, of the holders of a
majority of the outstanding shares entitled to vote shall constitute a quorum at
all meetings of the shareholders for the transaction of business except as
otherwise provided by law, by Articles of Incorporation or by these By-Laws. If
however, such quorum shall not be present or represented at any meeting of the
shareholders, those entitled to vote thereat, present in person or represented
by proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the requisite number of
shares shall be present. In the case of any meeting called for the election of
directors, adjournment or adjournments may be taken only from day to day until
such directors have been elected, and those who attend the second of such
adjourned meetings, although less than a quorum, shall nevertheless constitute a
quorum for the purpose of electing directors.
4. At each meeting of the shareholders every shareholder having
the right to vote shall be entitled to vote in person or by proxy appointed by
an instrument in writing subscribed by such shareholder and delivered to the
secretary at the meeting. No unrevoked proxy shall be valid after eleven months
from the date of its execution, unless a longer time is expressly provided
therein, but in no event shall a proxy, unless coupled an interest, be voted on
after three years from the date of its execution. In all elections for directors
cumulative voting shall be allowed. Upon demand made by a shareholder at any
election for directors before the voting
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begins, the election shall be by ballot. No share shall be voted at any meeting
upon which any installment is due and unpaid. The original share ledger or
transfer book, or a duplicate thereof kept in this Commonwealth shall be prima
facie evidence of the right of the person named therein to vote thereon.
5. Written notice of the annual meeting shall be mailed to each
shareholder entitled to vote thereat, at such address as appears on the books of
the corporation, at least five days prior to the meeting.
6. In advance of any meeting of shareholders, the Board of
Directors may appoint judges of election, who need not be shareholders, to act
at such meeting or any adjournment thereof. If judges of election be not so
appointed, the chairman of any such meeting may, and on the request of any
shareholder or his proxy, shall make such appointment at the meeting. The number
of judges shall be one or three. If appointed at a meeting on the request of one
or more shareholders or proxies, the majority of shares present and entitled to
vote shall determine whether one or three judges are to be appointed. On request
of the chairman of the meeting, or of any shareholder or his proxy, the judges
shall make a report in writing of any challenge or question or matter determined
by them, and execute a certificate of any fact found by them. No person who is a
candidate for office shall act as a judge.
7. Special meetings of the shareholders may be called at any time
by the President, or the Board of Directors, or the holders of not less than
one-fifth of all the shares outstanding and entitled to vote. At any time, upon
written request of any person entitled to call a special meeting, it shall be
the duty of the Secretary to call a special meeting of the shareholders, to be
held at such time as the secretary may fix, not less than ten nor more than
sixty days after receipt of the request.
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8. Business transacted at all special meetings shall be confined
to the objects stated in the call and matters germane thereto.
9. Written notice of a special meeting of shareholders stating
the time and place and object thereof, shall be mailed, postage prepaid, to each
shareholder entitled to vote thereat at such address as appears on the books of
the corporation, at least five days before such meeting, unless a greater period
of notice is required by statute in a particular case.
10. The officer or agent having charge of the transfer books shall
make at least five days before each meeting of shareholders, a complete list of
the shareholders entitled to vote at the meeting, arranged in alphabetical
order, with the address of and the number of shares held by each, which list
shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting, and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share ledger or transfer
book, or a duplicate thereof kept in this Commonwealth, shall be prima facie
evidence as to who are the entitled to examine such list or share ledger or
transfer book,or to vote in person or by proxy, at any meeting of shareholders.
ARTICLE IV - DIRECTORS
1. The business of this corporation shall be managed by its Board
of Directors, 8 in number, who need not be residents of this Commonwealth or
shareholders in the corporation. They shall be elected by the shareholders, at
the annual meeting of shareholders of the corporation, and each director shall
be elected for the term of one year, and until his successor shall be elected
and shall qualify.
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2. In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the Board may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles or by these By-Laws directed or required to be exercised or done by
the shareholders.
3. The meetings of the Board of Directors may be held at such
place within this Commonwealth, or elsewhere, as a majority of the directors may
from time to time appoint, or as may be designated in the notice calling the
meeting.
4. Each newly elected Board may meet at such place and time as
shall fixed by the shareholders at the meeting at which such directors are
elected and no notice shall be necessary to the newly elected directors in order
legally to constitute the meeting, or they may meet at such place and time as
may be fixed by the consent in writing of all the directors.
5. Regular meetings of the Board shall be held on the third
Friday in January, April, July, and October of each year at 9:30 o'clock A.M. at
the registered office of the company, or at such other time and place as shall
be determined by the Board.
6. Special meetings of the Board may be called by the President
on 3 days notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two directors.
7. A majority of the directors in office shall be necessary to
constitute a quorum for the transaction of business, and the acts of a majority
of the directors present at a meeting at which a quorum is present shall be the
acts of the Board of Directors. If all the directors shall severally or
collectively consent in writing to any action to be taken by the corporation,
such action shall be as valid corporate action as though it had been authorized
at a meeting of the Board of Directors.
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8. Directors as such, shall not receive any stated salary for
their services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board PROVIDED, that nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
ARTICLE V - OFFICERS
1. The executive officers of the corporation shall be chosen by
the directors and shall be a Chief Executive Officer, a President and Chief
Operating Officer, a Secretary, and a Treasurer. The Board of Directors may also
choose a Chairman, a Vice-President, and such other officers and agents as it
shall deem necessary, who shall hold their offices for such terms and shall have
such authority and shall perform such duties as from to time shall be prescribed
by the Board. Any two or more offices may be held by the same person, except the
offices of President and Secretary. It shall not be necessary for the officers
to be directors.
2. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.
3. The officers of the corporation shall hold office for one year
and until their successors are chosen and have qualified. Any officer elected or
appointed by the Board of Directors may be removed by the Board of Directors
whenever in their judgement the best interests of the corporation will be served
thereby.
4. The Chief Executive Officer shall be the Chief Executive
Officer of the corporation, and the President and Chief Operating Officer shall
be the chief operating officer of
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the corporation, and they shall have the responsibility for the general and
active management of the business of the corporation, and shall see that all
orders and resolutions of the board are carried into effect, subject, however,
to the right of the directors to delegate any specific powers, except such as
may be by statute exclusively conferred on the Chief Executive Officer or
President and Chief Operating Officer, to any other officer or officers of the
corporation. They shall execute bonds, mortgages and other contracts requiring a
seal, under the seal of the corporation. They shall each be EX-OFFICIO a member
of all committees, and shall have the general powers and duties of supervision
and management usually vested in the office of Chief Executive Officer or
President and Chief Operating Officer of a corporation. Whenever any statute or
these By-laws confer upon the President the right to call any meeting or take
any other action, such right may be exercised either by the Chief Executive
Officer or by the President and Chief Operating Officer.
5. The Secretary shall attend all sessions of the Board and all
meetings of the shareholders and act as clerk thereof, and record all the votes
of the corporation and the minutes of all its transactions in a book to be kept
for that purpose; and shall perform like duties for all committees of the Board
of Directors when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
and under whose supervision he shall be. He shall keep in safe custody the
corporate seal of the corporation, and when authorized by the Board, affix the
same to any instrument requiring it.
6. The Treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall keep the moneys
of the corporation in a separate account to the credit of
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the corporation. He shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render to the President and Directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the corporation.
7. The Chairman of the Board of Directors shall preside at all
meetings of the shareholders and directors.
ARTICLE VI - VACANCIES
1. If the office of any officer or agent, one or more, becomes
vacant for any reason, the Board of Directors may choose a successor or
successors, who shall hold office for the unexpired term in respect of which
such vacancy occurred.
2. Vacancies in the Board of Directors shall be filled by a
majority of the remaining members of the Board though less than a quorum, and
each Person so elected shall be a director until his successor is elected by the
shareholders, who may make such election at the next annual meeting of the
shareholders or at any special meeting duly called for that purpose and held
prior thereto.
ARTICLE VII - CORPORATE RECORDS
1. There shall be kept at the registered office of the
corporation an original or duplicate record of the proceedings of the
shareholders and of the directors, and the original or a copy of its by-laws,
including all amendments or alterations thereto to date, certified by the
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Secretary of the corporation. An original or duplicate share register shall also
be kept at the registered office, or at the office of a transfer agent or
registrar within this Commonwealth, giving the names of the shareholders in
alphabetical order, and showing their respective addresses, the number and
classes of shares held by each, the number and date of certificates issued for
the shares, and the number and date of cancellation of every certificate
surrendered for cancellation.
2. Every shareholder shall have a right to examine, in person or
by agent or attorney, at any reasonable time or times, for any reasonable
purpose, the share register, books or records of account, and records of the
proceedings of the shareholders and directors, and make extracts therefrom.
ARTICLE VIII - CAPITAL STOCK
1. The share certificates of the corporation shall be numbered
and registered in the share ledger and transfer books of the corporation, as
they are issued. They shall be signed by the President and the Secretary and
shall bear the corporate seal.
2. Transfers of shares shall be made on the books of the
corporation upon surrender of the certificates therefor, endorsed by the person
named in the certificate or by attorney, lawfully constituted in writing. No
transfer shall be made inconsistent with the provisions of the Uniform Stock
Transfer Act, approved the fifth day of May, one thousand nine hundred eleven
(Pamphlet Laws, one hundred twenty-six), and its amendments and supplements.
3. The Board of Directors may fix a time, not more than seventy
days, prior to the date of any meeting of shareholders, or the date fixed for
the payment of any dividend or
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distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares will be made or go into effect, as a
record date for the determination of the shareholders entitled to notice of, and
to vote at, any such meeting, or entitled to receive payment of any such
dividend or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion, or exchange of
shares. In such case, only such shareholders as shall be shareholders of record
on the date so fixed shall be entitled to notice of, and to vote at, such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after any record date
fixed, as aforesaid. The Board of Directors may close the books of the
corporation against transfers of shares during the whole or any part of such
period, and in such case, written or printed notice thereof shall be mailed at
least ten days before the closing thereof to each shareholder of record at the
address appearing on the records of the corporation or supplied by him to the
corporation for the purpose of notice. While the stock transfer books of the
corporation are closed, no transfer of shares shall be made thereon. If no
record date is fixed for the determination of shareholders entitled to receive
notice of, or vote at, a shareholders' meeting, transferees of shares which are
transferred on the books of the corporation within ten days next preceding the
date of such meeting shall not be entitled to notice of or vote at such meeting.
4. Any person claiming a share certificate to be lost or
destroyed shall make an affidavit or affirmation of that fact and advertise the
same in such manner as the Board of Directors may require, and shall give the
corporation a bond of indemnity with sufficient surety to protect the
corporation or any person injured by the issue of a new certificate from any
liability or expense which it or they may incur by reason of the original
certificate remaining outstanding,
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whereupon a new certificate may be issued of the same tenor and for the same
number of shares as the one alleged to be lost or destroyed, but always subject
to the approval of the Board of Directors.
5. Subject to the provisions of the statutes, the Board of
Directors may declare and pay dividends upon the outstanding shares of the
corporation out of its surplus from time to time and to such extent as they deem
advisable, in cash, property or in shares of the corporation.
6. Before payment of any dividend there may be set aside out of
the net profits of the corporation such sum or sums as the directors, from time
to time, in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the directors shall
think conducive to the interests of the corporation, and the directors may
abolish any such reserve in the manner in which it was created.
ARTICLE IX - MISCELLANEOUS PROVISIONS
1. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers as the Board of Directors may from
time to time designate.
2. The fiscal year shall begin the 1st day of January of each
year.
3. Whenever written notice is required to be given to any person,
it may be given to such person, either personally or by sending a copy thereof
through the mail, or by telegram, charges prepaid, to his address appearing on
the books of the corporation, or supplied by him to the corporation for the
purpose of notice. If the notice is sent by mail or by telegraph, it shall be
deemed to have been given to the person entitled thereto when deposited in the
United States
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mail or with a telegraph office for transmission to such person. Such notice
shall specify the place, day and hour of the meeting and, in the case of a
special meeting, the general nature of the business to be transacted.
4. Whenever any written notice is required by statute, or by the
Articles or By-Laws of this corporation, a waiver thereof in writing, signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. Except
in the case of a special meeting, neither the business to be transacted at nor
the purpose of the meeting need be specified in the waiver of notice of such
meeting. Attendance of a person, either in person or by proxy, at any meeting
shall constitute a waiver of notice of such meeting, except where a person
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened.
ARTICLE X - ANNUAL STATEMENT
1. The President and Board of Directors shall present at each
annual meeting a full and complete statement of the business and affairs of the
corporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Directors shall deem advisable and
need not be verified by a certified public accountant.
ARTICLE XI - AMENDMENTS
1. These By-Laws may be altered, amended or repealed by the
affirmative vote of a majority of the shares issued and outstanding and entitled
to vote thereat at any regular or special
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meeting of the shareholders, if notice of the proposed alteration, amendment or
repeal be contained in the notice of the meeting.
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