EXHIBIT 3.16
CODE OF REGULATIONS
OF
LEAR CORPORATION AUTOMOTIVE SYSTEMS, INC.
(Revised March 11, 1999)
ARTICLE I
Offices
Section 1. Principal Office. The principal office of the
Company shall be at such place in Ohio as may be designated from time to time in
the Company's Articles of Incorporation.
Section 2. Other Offices. The Company shall also have offices
at such other places within or without the State of Ohio as the Board of
Directors of the Company (the "Board") may determine.
ARTICLE II
Meetings of Shareholders
Section 1. Annual Meeting. The annual meeting of shareholders
for the purpose of electing directors, considering financial statements and
other reports, and transacting such other business as may properly come before
the meeting shall be held on the first Monday of the fourth month following the
close of each fiscal year of the Company, if not a legal holiday, but if a legal
holiday, then on the next business day following, or on such other day as the
Board may designate.
Section 2. Special Meetings. Special meetings of shareholders
may he called at any time by (i) the Company's Chairman of the Board, President
or a Vice President (acting in the President's absence, death, or disability),
(ii) a majority of the Board acting with or without a meeting, or (iii) the
holder or holders of at least one-fourth (l/4) of all the shares of the Company
outstanding and entitled to vote thereat.
Section 3. Place of Meetings. Meetings of shareholders shall
be held at the principal office of the Company unless the Board decides that a
meeting shall be held at some other place within or without the State of Ohio
and causes the notice thereof to so state.
Section 4. Notice of Meetings. Unless waived, a written notice
of the time, place, and purposes of any meeting of shareholders shall be given
to each shareholder of record entitled thereto, determined as of the record date
therefor. Such notice shall be given not less
than seven (7) days nor more than sixty (60) days before the date fixed for the
meeting and as prescribed by law. Such notice shall be given either by personal
delivery or by mail to each shareholder entitled to receive notice of or to vote
at such meeting. If mailed, the notice shall be directed, postage prepaid, to
the shareholders at their respective addresses as they appear upon the records
of the Company, and notice shall be deemed to have been given on the day so
mailed. If any meeting is adjourned to another time or place, no notice as to
such adjourned meeting need to be given other than by announcement at the
meeting at which such an adjournment is taken.
Upon request in writing delivered either in person or by
registered mail to the President or Secretary by any person or persons entitled
to call a meeting of the shareholders, such officer shall cause notice of such
meeting to be given to the shareholders of record entitled thereto, determined
as of a record date duly fixed therefor by the Board. Such meeting shall be held
on a date not less than seven (7) days nor more than sixty (60) days after the
receipt of such request. If such notice is not given within fifteen (15) days
after the delivery or mailing of such request, the person or persons calling the
meeting may fix the time of the meeting and give notice thereof as provided in
this Section 4. The person or persons calling such meeting shall have such
rights to determine the record dates therefor as provided in Section ss. 1701.45
of the Ohio Revised Code ("ORC").
Every person who, by operation of law, transfer or otherwise,
shall become entitled to any share or right or interest therein shall be bound
by every notice in respect of such share that, prior to his or her name and
address being entered upon the books of the Company as the registered holder of
such share, shall have been given to the person in whose name such share
appeared of record.
Section 5. Waiver of Notice. Notice of the time, place, and
purposes of any meeting of shareholders, whether required by law, the Articles
of Incorporation of the Company (the "Articles"), or these Regulations, may be
waived in writing, either before or after the holding of such meeting, by any
shareholder entitled thereto, which writing shall be filed with or entered upon
the records of the meeting. Attendance of any shareholder at any such meeting
without protesting, prior to or at the commencement of the meeting, the lack of
proper notice shall be deemed to be a waiver by such shareholder of notice of
such meeting. If all of the shareholders entitled to vote shall meet in person
or by proxy and consent to holding a meeting, such meeting shall be valid for
all purposes without call or notice, and at such meeting any action may be
properly taken.
Section 6. Shareholders Entitled to Receive Notice and to Vote.
If the record date shall not be fixed therefor or the books of the Company shall
not be closed against transfers of shares pursuant to statutory authority, the
record date for the determination of shareholders of the Company entitled to
receive notice of or to vote at any meeting of shareholders shall be the date
next preceding the day on which notice is given, or the date next preceding the
day on which the meeting is held, as the case may be. Such record date shall
continue to be the record date for all adjournments of the meeting unless a new
record date shall be fixed and notice thereof and of the date of the adjourned
meeting be given to all shareholders entitled to notice thereof accordance with
the new record date so fixed.
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Section 7. Quorum. The holders of shares entitling them to
exercise a majority of the voting power of the Company, present in person or
represented by proxy, shall constitute a quorum, except when a greater
proportion is required by law, the Articles, or these Regulations.
At any meeting of shareholders at which a quorum is present,
all questions and business that shall come before the meeting shall be
determined by the vote of the holders of a majority of such voting shares as are
represented in person or by proxy, except when a greater proportion is required
by law, the Articles, or these Regulations. At any meeting of shareholders,
whether a quorum is present or not, the holders of a majority of the voting
shares represented by shareholders present in person or by proxy may adjourn
such meeting from time to time and from place to place without notice other then
by announcement at the meeting. At any such adjourned meeting at which a quorum
is present, any business may be transacted that might have been transacted at
the meeting as originally notified or held.
Section 8. Proxies. A person who is entitled to attend a
shareholders meeting, to vote thereat, or to execute consents, waivers or
releases, may be represented at such meeting and vote thereat, and execute
consents, waivers and releases, and exercise any of his or her other rights, by
proxy or proxies appointed by a writing signed by such person.
A facsimile, telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of a writing, appointing a proxy shall be a sufficient writing.
No appointment of a proxy shall be valid eleven (11) months
after it is made unless the writing specifies the date on which it is to expire
or the length of time it is to continue in force. Every appointment of a proxy
shall be revocable unless such appointment is coupled with an interest. Without
affecting any vote previously taken, the person appointing the proxy may revoke
a revocable appointment by a later appointment received by the Company or by
giving notice of revocation to the Company in writing or in open meeting. The
presence at a meeting of the person appointing a proxy does not revoke the
appointment. A revocable appointment of a proxy is not revoked by the death or
incompetency of the maker unless, before the vote is taken or the authority
granted is otherwise exercised, written notice of such death or incompetency is
received by the Company from the executor or administrator of the estate of such
maker or from the fiduciary having control of the shares in respect of which the
proxy was appointed.
Unless the writing appointing a proxy otherwise provides:
(1) Each and every proxy shall have the power of substitution,
and when three (3) or more persons are appointed, a majority of them or
their respective substitutes may appoint a substitute or substitutes to
act for all; and
(2) If more than one proxy is appointed, then (a) with respect
to voting or giving consents at a shareholders meeting, a majority of
such proxies as attend the meeting, or if only one attends then that
one, may exercise all the voting and consenting authority thereat; if
an even number attend and a majority do not agree
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on any particular issue, each proxy so attending shall be entitled to
exercise such authority with respect to an equal number of shares; (b)
with respect to exercising any other authority, a majority may act for
all.
Section 9. Voting. At any meeting of shareholders, except as
otherwise provided by law or by the Articles or these Regulations, each
shareholder shall be entitled to one vote (or fraction thereof in case of
fractional shares) in person or by proxy for each share of the Company (or
fraction thereof in the case of fractional shares) registered in his or her name
on the books of the Company on the date fixed pursuant to these Regulations as
the record date for the determination of shareholders entitled to vote at such
meeting, notwithstanding the prior or subsequent sale or other disposal of such
share or shares or transfer of the same on the books of the Company on or after
the date so fixed, or if no such record date shall have been fixed, then as of
the date next preceding the date of such meeting.
Section 10. Financial Reports. At the annual meeting of
shareholders, or a meeting held in lieu thereof, there shall be laid before the
shareholders a financial statement of the Company, which may be consolidated,
meeting the requirements of ORC ss. 1701.38(A) with an opinion appended thereto
meeting the requirements of ORC ss. 1701.38(B).
Section 11. Action without Meeting. Any action that may be
authorized or taken at any meeting of shareholders may be authorized or taken
without a meeting in a writing or writings signed by all of the holders of
shares who would be entitled to notice of a meeting of shareholders held for
such purpose. Such writing or writings shall be entered upon the Company's
records.
Section 12. Organization of Meetings. The President or, in his
or her absence, a Vice President, shall call all meetings of the shareholders to
order and shall act as Chairman thereof. If all of such persons are absent, then
the shareholders shall elect a Chairman. The Secretary of the Company, or, in
his or her absence, an Assistant Secretary, or, in the absence of both, a person
appointed by the Chairman of the meeting, shall act as Secretary of the meeting
and shall keep and make a record of the proceedings.
Section 13. List of Shareholders. At any meeting of
shareholders, a list of shareholders, alphabetically arranged and showing their
respective addresses and the number and classes of shares held by each on the
record date applicable to such meeting, shall be produced on the request of an
inspection at the meeting.
ARTICLE III
Directors
Section 1. General Powers of Board. All power and authority of
the Company shall be exercised by or under the direction of the Board except
where the law, the Articles, or these Regulations require action to be
authorized or taken by the shareholders. Without prejudice to the general powers
conferred by or implied in the preceding sentence, the Board shall have the
power to: (i) fix, define and limit the powers and duties of all officers and
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fix the salaries of all officers; (ii) appoint and, at their discretion with
or without cause, remove or suspend such subordinate officers, assistants,
managers, agents and employees as the Board may from time to time deem
advisable, and determine their duties and fix their compensation; (iii)
require any officer, agent or employee to furnish a bond for faithful
performance in such amount and with such sureties as the Board may approve; (iv)
designate a depository or depositories of the funds of the Company and the
officer or officers or other persons who shall be authorized to sign notes,
checks, drafts, contracts, deeds, mortgages and other instruments on behalf of
the Company; (v) appoint and remove transfer agents and/or registrars for the
Company's shares; (vi) fix a time not exceeding sixty (60) days preceding the
date of any meeting of shareholders, or the date fixed for the payment of any
dividend or distribution, or the date for the allotment of rights, or (subject
to contract rights with respect thereto) the date when any change or conversion
or exchange of shares shall be made or go into effect, as a record date for the
determination of the shareholders entitled to receive notice of and to vote at
any such meeting, or entitled to receive payment of any such dividend,
distribution, or allotment of rights, or to exercise the rights in respect to
any such change, conversion or exchange of shares, and, in such case, only the
persons who are shareholders of record on the date so fixed shall be entitled to
receive notice of and to vote at such meeting, or to receive payment of such
dividend, distribution, or allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
Company after any record date fixed as aforesaid or change of ownership of any
shares either before or after such record date, and such persons shall
conclusively be deemed to be the shareholders of the Company on such record
date, notwithstanding notice or knowledge to the contrary; and (vii) establish
such rules and regulations respecting the issuance and transfer of shares and
certificates for shares as the Board may consider reasonable.
Section 2. Number of Directors. The number of directors of the
Company shall be determined by the shareholders from time to time in the manner
set forth below, but shall not be less than three, provided that where all
shares of the Company are owned of record by one or two shareholders, the number
of directors may be less than three but not less than the number of
shareholders. Subject to requirements of law, the Articles or these Regulations,
the number of directors of the Company may be fixed or changed by resolution at
any annual meeting of the shareholders or at any special meeting of shareholders
called for that purpose, adopted by the vote of the holders of shares, present
in person or by proxy, entitling them to exercise a majority of the voting power
on such proposal of the shares represented at such meeting.
Section 3. Election of Directors. Directors shall be elected
at the annual meeting of shareholders, but when the annual meeting is not held
or directors are not elected thereat, they may be elected at a special meeting
called and held for that purpose. Such election shall be by ballot whenever
requested by any shareholder entitled to vote at such election. Unless such a
request is made, the election may be conducted in any manner approved at such
meeting. Nominations for the election of directors may be made by the Board or
by any shareholder entitled to vote for the election of directors. Any
nominations by shareholders shall be made by notice in writing, delivered or
mailed by first class mail, postage prepaid, to the Secretary of the Company not
less than five (5) days prior to the meeting to which the
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nomination relates. At each meeting of shareholders at which directors are to be
elected, those persons receiving the greatest number of votes shall be
directors.
Section 4. Term of Office. Directors shall hold office until
the annual meeting next succeeding their election and until their successors are
elected and qualified or until their earlier resignation, removal from office,
or death.
Section 5. Vacancies. Vacancies in the Board may be filled by
a majority vote of the remaining directors until an election to fill such
vacancies is held. Shareholders entitled to elect directors shall have the right
to fill any vacancy in the Board (whether the same has been temporarily filled
by the remaining directors or not) at any meeting of shareholders called for
that purpose, and any directors elected at any such meeting of shareholders
shall serve until the next annual election of directors and until their
successors are elected and qualified.
Section 6. Resignation From the Board. A resignation from the
Board shall be deemed to take effect immediately upon receipt of a written
statement thereof by any incumbent corporate officer other than an officer who
is also the resigning director, unless some other time is specified in such
written statement.
Section 7. Removal. Directors shall be subject to removal as
provided by law or by other lawful procedures and nothing herein shall be
construed to prevent the removal of any or all directors in accordance
therewith.
Section 8. Meetings of the Board. A regular meeting of the
Board shall be held immediately following the adjournment of each shareholders'
meeting at which directors are elected. The holding of such shareholders meeting
shall constitute notice of such Board meeting and such meeting shall be held
without further notice. Other regular meetings shall be held at such other times
and places as may be fixed by the Board. Special meetings of the Board may be
held at any time upon call of the Chairman of the Board, President, a Vice
President, or any two members of the Board. Notice of any special meeting of the
Board shall be mailed to each director, addressed to such director at his or her
residence or usual place of business, at least two (2) days before the day on
which the meeting is to be held, or shall be sent to him or her at such place by
facsimile, telegraph or cable, or be given personally or by telephone, not later
than the day before the day on which the meeting is to be held. Every such
notice shall state the time and place of the meeting but need not state the
purposes thereof. Notice of any meeting of the Board need not be given to any
director, however, if waived by him or her in writing or by facsimile, telegraph
or cable, whether before or after such meeting, or if he or she shall be present
at such meeting without protest prior to the commencement thereof.
All meetings of the Board shall be held at the office of the
Company or at such other place, within or without the State of Ohio, as the
Board may determine and as may be specified in the notice thereof.
Section 9. Quorum. A majority of the Board shall constitute a
quorum for the transaction of business, provided that whenever less than a
quorum is present at the time and place appointed for any meeting of the Board,
a majority of those present may adjourn the
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meeting from time to time, without notice other than by announcement at the
meeting, until a quorum shall be present. At any meeting at which a quorum is
present, all business that may come before the meeting shall be determined by a
majority of votes cast by the members of the Board present at such meeting,
unless the vote of a greater number is required by law, the Articles or these
Regulations.
Section 10. Action without Meeting. Any action that may be
authorized or taken at a meeting of the directors may be authorized or taken
without a meeting in a writing or writings signed by all the directors, which
writing or writings shall be filed with or entered upon the records of the
Company.
Section 11. Compensation. The directors, as such, shall not
receive any 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 Company in any
other capacity and receiving compensation therefor. Members of the executive
committee or of any standing or special committee may, by resolution of the
Board, be allowed such compensation for their services as the Board may deem
reasonable, and additional compensation may be allowed to directors for special
services rendered.
Section 12. By-Laws. For the government of its actions, the
Board may adopt by-laws consistent with the Articles and these Regulations.
Section 13. Committees. The Board may by resolution provide
for such standing or special committees as it deems desirable and discontinue
the same at its pleasure. Each such committee shall have such powers and perform
such duties, not inconsistent with law, as may be delegated to it by the Board.
Vacancies in such committees shall be filled by the Board or as it may provide.
ARTICLE IV
Officers
Section 1. General Provisions. The Board shall elect a
President, a Secretary and a Treasurer, and, in its discretion, a Chairman of
the Board and such number of Vice Presidents as the Board may from time to time
determine. The Board may from time to time create such other offices and appoint
such other officers, subordinate officers and assistant officers as it may
determine. The Chairman of the Board shall be, but the other officers need not
be, chosen from among the members of the Board. Any two or more of such offices
may be held by the same person, but no officer shall execute, acknowledge or
verify any instrument in more than one capacity if such instrument is required
to be executed, acknowledged or verified by two or more officers. All officers,
as between themselves and the Company, shall respectively have such authority
and perform such duties as are customarily incident to their respective offices,
and as may be specified from time to time by these Regulations and the Board,
regardless of whether such authority and duties are customarily incident to such
office. In the absence of any officer of the Company, or for any other reason
the Board may deem sufficient, the powers or duties of
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such officer, or any of them, may be delegated by the Board to any other
officer or to any director of the Company. The Board may from time to time
delegate to any officer authority to appoint and remove subordinate officers and
to prescribe their authority and duty. The powers and duties of the officers
described in Article IV of these Regulations are subject to change from time to
time by the Board.
Section 2. Term of Office. The officers of the Company shall
hold office at the pleasure of the Board, and unless sooner removed by the
Board, until the meeting of the Board following the date of their election and
until their successors are chosen and qualified. The Board may remove any
officer at any time, with or without cause, by a majority vote. A vacancy in any
office, however created, shall be filled by the Board.
Section 3. Chairman of the Board. The Chairman of the Board,
if one be elected, shall preside at all meetings of the Board and shall have
such other powers and duties as may be prescribed by the Board.
Section 4. President. The President shall be the chief
executive and operating officer of the Company unless otherwise designated by
the Board and shall exercise supervision over the business of the Company and
over its several officers, subject, however, to the control of the Board. He or
she shall preside at all meetings of shareholders and, in the absence of, or if
a Chairman of the Board shall not have been elected, shall also preside at
meetings of the Board. He or she shall have authority to sign all certificates
for shares and all deeds, mortgages, bonds, contracts, notes and other
instruments requiring his or her signature, and shall have all the powers and
duties prescribed for such office by the ORC and such others as the Board may
from time to time assign to him or her.
Section 5. Vice Presidents. The Vice Presidents shall perform
such duties as are conferred upon them by these Regulations or as may from time
to time be assigned to them by the Board or the President. At the request of the
President, or in his or her absence or disability, the Vice President designated
by the President (or in the absence of such designation, the Vice President
designated by the Board), shall perform all the duties of the President, and
when so acting, shall have all the powers of the President. The authority of
Vice Presidents to sign in the name of the Company all certificates for shares
and authorized deeds, mortgages, bonds, contracts, notes and other instruments,
shall be coordinated with like authority of the President. Any one or more of
the Vice Presidents may be designated as an "Executive Vice President."
Section 6. Secretary. The Secretary shall keep minutes of all
the proceedings of the shareholders and Board and shall make proper record of
the same, which shall be attested by him or her; sign all certificates for
shares, and all deeds, mortgages, bonds, contracts, notes, and other instruments
executed by the Company requiring his or her signature; give notice of meetings
of shareholders and directors; produce on request at each meeting of
Shareholders for the election of directors a certified list of shareholders
arranged in alphabetical order; keep such books as may be required by the Board;
and perform such other and further duties as may from time to time be assigned
to him or her by the Board or by the President.
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Section 7. Treasurer. The Treasurer shall have general
supervision of all finances. He or she shall receive and have in charge all
money, bills, notes, deeds, leases, mortgages and similar property belonging to
the Company and shall do with the same as may from time to time be required by
the Board. He or she shall cause to be kept adequate and correct accounts of the
business transactions of the Company, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, stated capital, and shares,
together with such other accounts as may be required, and, upon the expiration
of his or her term of office, shall turn over to his or her successor or to the
Board all property, books, papers and money of the Company in his or her hands;
and he or she shall perform such other duties as from time to time may be
assigned to him or her by the Board.
Section 8. Assistant and Subordinate Officers, The Board may
appoint such assistant and subordinate officers as it may deem desirable. Each
such officer shall hold office during the pleasure of the Board and perform such
duties as the Board may prescribe. The Board may, from time to time, authorize
any officer to appoint and remove assistant and subordinate officers, to
prescribe their authority and duties, and to fix their compensation.
ARTICLE V
Certificates for Shares
Section 1. Form and Execution. Certificates for shares shall
be issued to each shareholder in such form as shall be approved by the Board.
Such certificates shall be signed by the Chairman of the Board, the President or
a Vice President and, if required by law, by the Secretary, an Assistant
Secretary, the Treasurer or an Assistant Treasurer of the Company, which
certificates shall certify the number and class of shares held by the
shareholder in the Company, but no certificate for shares shall be issued and
delivered until such shares are fully paid. When such a certificate is
countersigned by an incorporated transfer agent or registrar, the signature of
any of said officers of the Company may be facsimile, engraved, stamped or
printed. Although any officer of the Company whose manual or facsimile signature
is affixed to a share certificate shall cease to be such officer before the
certificate is delivered, such certificate shall be effective in all respects
when delivered.
Such certificate for shares shall be transferable in person or
the attorney, but, except as hereinafter provided in the case of lost,
mutilated, or destroyed certificates, no transfer of shares shall be entered
upon the records of the Company until the previous certificate, if any, given
for the same shall have been surrendered and canceled.
The Board shall have authority to make such rules and
regulations, not inconsistent with law, the Articles, or these Regulations, as
it deems expedient concerning the issuance, transfer, and registration of
certificates for shares and the shares represented thereby and may appoint
transfer agents and registrars thereof.
Section 2. Lost, Mutilated, or Destroyed Certificates. If any
certificate for shares is lost, mutilated or destroyed, the Board may authorize
the issue of a new certificate in place thereof upon such terms and conditions
as it may deem advisable. The Board in its
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discretion may refuse to issue such new certificates until the Company has been
indemnified to its satisfaction until it is protected to its satisfaction by a
final order or decree of a court of competent jurisdiction.
Section 3. Registered Shareholders. A person in whose name
shares are of record on the books of the Company shall conclusively be deemed
the unqualified owner thereof for all purposes and to have capacity to exercise
all rights of ownership. Neither the Company nor any transfer agent of the
Company shall be bound to recognize any equitable interest in or claim to such
shares on the part of any other person, whether disclosed upon such certificate
or otherwise, nor shall they be obliged to see to the execution of any trust or
obligation.
ARTICLE VI
Indemnification of Directors and Officers
Each person who at any time is or shall have been a director
or officer of the Company, and his or her heirs, executors and administrators,
shall be indemnified by the Company against any cost or expense reasonably
incurred by him or her in connection with any threatened, pending, or completed
action, suit or proceeding by reason of such or any other service to the Company
or for service at the request of the Company as a director, trustee, officer,
employee, or agent of any other corporation, partnership, joint venture, trust,
or other enterprise, and shall be advanced expenses, including attorneys' fees,
incurred in defending any such action, suit, or proceeding, in accordance with
and to the full extent permitted by the Ohio General Corporation Law in effect
at the time of the adoption of these Regulations, or as amended from time to
time thereafter. The foregoing right of indemnification and advancement of
expenses shall not be deemed exclusive of other rights to which any director or
officer may be entitled in any capacity as a matter of law or under any
regulation, agreement, vote of directors or otherwise. Except as limited by the
Ohio General Corporation Law, the Company and its directors and officers shall
be fully protected in taking any action or making any payment under this
section, or in refusing to do so, in reliance upon the advice of counsel. If
authorized by the Board, the Company may purchase and maintain insurance against
liability on behalf of any director, officer, employee or agent of the Company
to the full extent permitted by law.
ARTICLE VII
Fiscal Year
The fiscal year of the Company shall end on December 31st of
each year, or on such other day as may be fixed from time to time by the Board.
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