EXHIBIT 3.18
(Unofficial English Translation)
BYLAWS OF LEAR AUTOMOTIVE (EEDS) SPAIN, S.L.
PART I
CORPORATE NAME, DURATION, REGISTERED OFFICE AND PURPOSE
Article 1. Corporate name
A limited liability company is organized under the name LEAR AUTOMOTIVE (EEDS)
SPAIN, S.L. to be governed by these Bylaws and by the legal provisions
applicable thereto.
Article 2.- Duration
The Company is organized for an unlimited duration. The company shall commence
operating on the date of the execution of its public deed of organization.
Article 3.- Registered office.
The Company has its registered office at calle Passeig de l'Estacio, 16, Valls,
Tarragona.
The Company may establish branches, agencies or delegations both in Spain and
abroad, by resolution adopted by its Body of Administration, which shall also be
competent to resolve on the transfer of the registered office of the company
within the same town and the cancellation of transfer of its branches, agencies
or offices.
Article 4.- Corporate purpose.
The purpose of the company shall be the obtaining in series of ancillary parts
of mechanisms and of industrial installations for the manufacture and full
assembly of industrial and commercial utensils and the trade activities arising
from the distribution and sale of its manufactures.
The activities making up the corporate purpose may be performed by the Company
fully or partly indirectly by holding shares or interests in companies with the
same or a similar corporate purpose.
The Company may also furnish all manner of sureties to secure obligations
assumed by the companies making up its Group, the latter to be understood to
include all those companies the majority of the capital whereof is directly or
indirectly controlled by the ultimate parent company of the Company. However,
the Company may not provide the financial assistance contemplated in article
40.5 of the Limited Liability Companies Act.
PART II. CAPITAL
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Article 5.- Capital
The capital stock is established at EURO TWO MILLION FOUR HUNDRED AND TWENTY-SIX
THOUSAND AND FIFTY-SIX POINT FORTY (2,426,056.40) and it is represented by
403,640 participation units each with a par value of EURO SIX POINT ZERO ONE
(6.01), fully paid up and serially numbered from 1 through 403,640, both numbers
included, making up series A and by 18,000 participation units each with a par
value of EURO ZERO POINT ZERO ONE (0.01), fully paid up and serially numbered
from 1 through 18,000, both numbers included, making up series B.
Each participation unit shall confer upon its holder the same rights and
privileges.
Article 6. Increase and reduction of capital
The capital may be increased and reduced by resolution of the General Meeting of
partners, with the majority contemplated herein. The General Meeting of
Partners, by proposal of the Body of Administration, shall establish the terms
and conditions of each new increase and the Body of Administration shall have
the necessary authorities to comply with the resolutions adopted in this respect
by the General Meeting of Partners, including the amendment of article 5 of the
Bylaws, to adapt it to the capital actually assumed and paid.
In increases of capital whereby new participation units are created, each
partner shall be entitled to acquire a number of portions proportional to the
par value of those it already holds in the term established by the General
Meeting of Partner, which may not be less than one month after the notice
offering the new participation units is published in the Official Gazette of the
Commercial Registry. The Body of Administration may replace the publication of
the announcement by a written communication made to each of the partners, in
which case the term for the acquisition of the new portions shall be reckoned as
from the date on which such communication is remitted. The capital not
subscribed for by the partners may be offered by the Body of Administration to
persons outside the Company.
Article 7.- Transfer of portions
The partner intending to transfer its participation unit/s by acts "inter vivos"
shall so inform the Body of Administration in writing, which body shall in turn
notify the partners within the term of fifteen days. The partners may opt to
purchase the participation units within a term of thirty days after the date of
the notification and, should more than one partner intend to acquire the
participation unit/s, these shall be distributed among all of them on a pro rata
basis according to the participation unit/s each partner already holds in the
capital of the company. If none of the partners exercises its right of first
refusal, the Company may acquire the participation units within a further term
of thirty days for their redemption after reducing the capital stock. After the
latter term has elapsed, the partner shall be free to transfer its participation
units in the manner it deems fit.
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To exercise the right of first refusal hereby conferred, the sale price, in the
event of dispute shall be established by three experts, one appointed by each of
the parties and the third appointed by mutual agreement or, failing this, by the
Judge.
The transfer of participation units to persons outside the Company failing to
conform to the above procedure shall be null.
The transfer of the participation units shall be executed in a public
instrument.
The above notwithstanding, the voluntary transfer of participation units by acts
"inter vivos" between the partners and those made to the spouse, forebears or
descendants of the partner or to companies in the same group as the transferor
shall be free.
The above procedure shall not apply when the General Meeting of Partners of the
Company, held as a consent meeting, unanimously approves the transfer intended
by the partner.
Article 8. Partner Register.
1. The Company shall keep a Partner Register, which shall place on record the
original holder and the successive voluntary and obligatory transfers of the
participation units and the creation of rights in rem and other encumbrances
thereon. Each entry shall state the identity and domicile of the holder of the
participation unit or right or encumbrance created thereon.
2. The Company may only amend the contents of the Partner Register if the
parties concerned do not oppose the amendment in the term of one month after the
intention to remedy has been notified in a duly attested manner.
3. Any partner may consult the Partner Register, which shall be under the
custody and responsibility of the Body of Administration.
4. The partners and the holders of rights in rem or encumbrances on the
participation units shall be entitled to obtain a certificate of the
participation units, rights or encumbrances entered in their name.
5. The personal particulars of the partners may only be amended upon their
request and shall otherwise not be enforceable towards the company.
Article 9. Rights conferred by the participation units
Each participation unit confers upon its holder the rights contemplated in the
Act and, particularly:
(a) the right to a share in the distribution of the corporate profits and in the
assets resulting from liquidation;
(b) a preemptive acquisition right on the participation units in increases of
capital, upon the terms, in the events and with the conditions contemplated in
these Bylaws;
(c) the right to attend and vote at General Meetings of Partners and to
challenge the corporate resolutions; and
(d) the right to information.
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PART III
CORPORATE BODIES OF GOVERNMENT
Article 10.- Bodies of government
The bodies of government of the Company are the General Meeting of Partners, as
the supreme deliberating body at which the corporate will is expressed by
decision of the majority, within the matters within its competence, and the Body
of Administration, which shall be responsible for the management, administration
and representation of the company, with the authorities conferred upon it by the
Act and these Bylaws.
SECTION ONE: GENERAL MEETING OF PARTNERS
Article 11. The General Meeting of Partners, General Provision and place of
assembly
The General Meeting is the duly convened and validly assembled meeting of
partners. Its resolutions shall be binding on all partners, including those
dissident and those absent, without prejudice to the rights and actions granted
to the partners in the Act.
The General Meeting of Partners may be held anywhere in Spain or abroad.
Article 12.- Form and contents of the Call
The General Meeting of Partners shall be called by letter return receipt
requested remitted to each of the partners at the domiciles designated for the
purpose or placed on record in the Partner Register. At least fifteen days
should be allowed to elapse between the call and the date established for the
meeting to be held. The term of fifteen (15) days shall be reckoned after the
date on which the last notice of call was remitted to the last partner.
The call shall state the name of the Company, the date and time of the meeting
and the agenda to be discussed.
Article 13. Consent meetings
The contents of the above articles notwithstanding, the General Meeting of
Partners shall be validly assembled to discuss any matter, without need for
prior call, whenever the entire capital is present or represented at the meeting
and those present unanimously accept that the meeting be held and its agenda.
Consent meetings may assemble anywhere in national territory or abroad.
Article 14. Attendance at General Meetings
Any partner may attend the General Meeting.
Any partner may be represented at the General Meeting by any other person who
need not be a partner.
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Proxies shall refer to all the participation units held by the represented
partner and shall be conferred in writing. If the proxy is not conferred in a
public instrument, it should be conferred specifically for each Meeting.
Article 15. Chairman and Secretary. Deliberations. Adoption of Resolutions.
The Chairman of the Board of Directors or the Sole Director or the director
designated by the General Meeting, as the case may be, or, in his absence, the
person designated by the General Meeting shall chair the General Meetings of
Partners.
The Secretary of the Board or, in his absence, the person designated by the
General Meeting shall act as the Secretary.
The Chairman shall lead the debates, granting the floor in strict sequence to
all the partners who so requested in writing and then to those who do so
verbally.
Each of the items making up the agenda shall be put to separate ballot. Each
participation unit confers upon its holder the right to cast one vote. The
resolutions shall be adopted by majority of the votes validly cast, provided
that these represent at least one half of the votes on the participation units
into which the capital is divided.
By way of exception to the provisions of the above paragraph:
a) The increase or reduction of capital and any other amendment to the Bylaws
which need not be resolved by qualified majority shall require the vote in favor
of more than half the votes on the participation units into which the capital is
divided.
b) The transformation, merger or spin off of the Company, the cancellation of
preemptive acquisition rights in increases of capital, the exclusion of partners
and the authorization contemplated in article 65, part 1, of the Limited
Liability Companies Act shall require the vote in favor of at least two thirds
of the votes conferred by the participation units into which the capital of the
company is divided.
Article 16. Authorities of the General Meeting of Partners.
The General Meeting shall be competent to deliberate and resolve on the
following matters:
a) To review the management of the company, approve the annual accounts and
allocate the results.
b) To appoint and remove the directors, the liquidators and, as may be the case,
the auditors and to take corporate action for liability against any of them.
c) To authorize the directors to perform for their own or a third party's behalf
any activity the same, similar or supplementary to the activities making up the
corporate purpose.
d) To amend the bylaws.
e) To increase and reduce the capital of the Company.
f) To transform, merge and spin off the Company.
g) To dissolve the Company.
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h) any other matter established by the Act or in these Bylaws.
The General Meeting may also give instructions to the Body of Administration or
make the adoption by said Body of decisions or resolutions on certain matters of
management subject to authorization, without prejudice to the provisions of
article 63 of the Limited Liability Companies Act.
Article 17. Minutes of the corporate resolutions
All the corporate resolutions shall be placed on record in minutes.
The minutes shall necessarily include the attendance list and be approved by the
General Meeting itself at the end of the meeting or, failing this, within the
term of fifteen (15) days by the Chairman of the General Meeting and two
controllers, one representing the majority and the other representing the
minority.
The minutes shall have binding force after the date on which they are approved.
SECTION TWO
BODY OF ADMINISTRATION
Article 18.- The Body of Administration.
The Body of Administration shall consist of a Sole Director or two Directors
acting jointly or severally or two Directors acting jointly or a Board of
Directors and the General Meeting may opt alternatively for any of said systems
without need to amend the By-laws.
Article 19. Members of the Board
Should the General Meeting decide to appoint a Board of Directors, the Board
shall consist of a minimum of three and a maximum of twelve directors.
The Board shall assemble whenever this is required in the interest of the
Company and at least once a year within the first three months of each fiscal
year to prepare the annual accounts. The Board shall be considered to be validly
assembled when the majority of its members in office are present in person or by
proxy and it shall be called by the Chairman or by any two of the directors, at
least two days in advance of the date on which it is to be held. However, the
Board shall be validly assembled, without need for prior call, when all the
members in office are present in person or by proxy and decide unanimously that
the meeting be held. Any director may confer a proxy in writing upon another
director to represent the former at the meeting. To adopt resolutions, the vote
in favor of the absolute majority of the Directors present at the meeting shall
be required, except to resolve on the permanent delegation of any authority of
the Board to the Executive Committee or to one of more Managing Directors and
the designation of the Administrators to hold such offices, for which the vote
in favor of two thirds of the members of the Board shall be required.
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The discussions and resolutions of the Board shall be placed on record in
Minutes, which shall be transcribed in the Minute Book and signed by the
Chairman and the Secretary or by the persons acting as such.
Article 20. Term of the office of Director.
The Directors shall hold their office for an undetermined period of time. The
General Meeting may resolve to remove any of the Directors at any time.
Article 21. Authorities of the Directors
The Directors shall be authorized to represent the company in court and out of
court. Their authority of representation shall include, without limitation, all
the matters included in the Company's business or trade.
Article 21. bis. Remuneration of the Directors
The Directors shall receive a fixed yearly remuneration, which shall be
established each year by the Ordinary General Partners' Meeting, within the
limits established by law and which shall serve as payment for their services to
the Company and for refund of their traveling expenses and daily allowances for
attendance, as the case may be, to the meeting of the Board.
The Directors who provide their services as employees of the Company or of any
company of its parent group that appear on its payroll or work force shall not
be entitled to collect the remuneration established in this article.
PART IV
FISCAL YEAR
Article 22. Fiscal Year.
The fiscal year shall close on December 31 each calendar year.
Article 23. Annual Accounts
Within the maximum term of three (3) months after the closing of each Fiscal
Year, the Body of Administration shall prepare the annual accounts, which shall
include the balance sheet, the profit and loss account, the annual report, the
management report and the proposal for the distribution of profits. Said
documents shall be signed by all the Administrators, except for a justified
cause, which shall be placed on record in each of the documents in which any
signature is lacking. Said documents shall be submitted to the examination and
report of the auditors if the company is legally obliged to appoint them.
Any partner will be entitled to examine the annual accounts at any time after
the General Meeting is called.
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Article 24. Distribution of profits
The net profits of the company shall be distributed as set forth below:
a) the amount necessary to settle Corporate Tax and any other tax that may be
levied on the corporate profits before their distribution to the partners;
b) the amount necessary to fund the mandatory reserves;
c) the amount necessary to pay the shares in the profits established or agreed
by law;
d) the balance shall remain at the free disposal of the General Meeting, which
shall resolve on its allocation.
Article 25. Audit of the annual accounts
The annual accounts and the management report shall be examined by auditors
appointed by the General Meeting, unless the Company is able to submit an
abbreviated balance sheet under the Business Corporations Act relating to the
Limited Liability Companies Act.
The auditors shall be appointed for an initial term, which may not be less than
three or more than nine years after the date on which the first fiscal year to
be audited commences and they may be reelected by the General Meeting each year
after the initial term has elapsed.
Article 26. Deposit of the Annual Accounts.
Within one month after the annual accounts are approved, a certificate of the
resolutions adopted at the General Meeting approving the annual accounts and the
allocation of results, which shall bear attached a copy of each of the accounts,
and the management report and, if appropriate, the auditors' report shall be
submitted for deposit at the Commercial Registry of the district where the
registered office is located, as established by law.
PART V
DISSOLUTION AND LIQUIDATION OF THE COMPANY
Article 27.- Dissolution.
The Company shall be dissolved in the cases provided by the Act.
Article 28. Liquidation procedure
The General Meeting that resolves the dissolution of the company shall also
establish the liquidation procedure and appoint one or more liquidators, always
in an odd number.
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The General Meeting shall retain, during the liquidation period, the authorities
it held during the ordinary existence of the Company and it shall be
particularly authorized to approve the annual accounts and the final liquidation
balance sheet.
Article 29. Rules of Liquidation.
The rules established by the act shall be observed in the liquidation of the
company.