EXHIBIT 3.66
EXHIBIT B
BY-LAWS
OF
WABASH CAST ALUMINUM INC.
ARTICLE I
Certificates For Shares
Section 1. Certificates. As provided by law, each holder of shares of
the corporation shall be entitled to a certificate signed by the president or a
vice president and attested by the secretary or an assistant secretary,
certifying the number of shares owned by such shareholder and such other
information as may be required by law. The form of such certificate shall be
prescribed by resolution of the board of directors.
Section 2. Lost or Destroyed Certificates. If a certificate of any
shareholder is lost or destroyed, a new certificate may be issued to replace
such lost or destroyed certificate. Unless waived by the board of directors, the
shareholder shall make an affidavit or affirmation of the fact that his
certificate is lost or destroyed, shall advertise the same in such manner as the
board of directors may require, and shall give the corporation a bond of
indemnity in the amount and form which the board of directors may prescribe.
Section 3. Transfer of Shares. Shares of the corporation shall be
transferable only on the books of the corporation upon the surrender of the
certificate representing the
same, either duly endorsed with signature guaranteed or accompanied by a
separate document containing a written assignment of such certificate duly
executed with signature guaranteed. The requirement that signatures be
guaranteed may be waived by the president or secretary of the corporation.
Section 4. Recognition of Shareholders. The corporation shall be
entitled to recognize the exclusive right of a person registered on its books as
the owner of shares to receive dividends and to vote as such owner
notwithstanding any equitable or other claim to, or interest in, such shares on
the part of any other person.
ARTICLE II
Meetings of Shareholders
Section 1. Annual Meetings. The annual meeting of the shareholders of
the corporation shall be held on the second Wednesday in September of each year,
or on such other date as may be designated by the board of directors.
Section 2 . Special Meetings. Special meetings of the shareholders may
be called by the president, by the board of directors, or by shareholders who
hold not less than one-fourth of all the outstanding shares which may be voted
on the business proposed to be transacted thereat.
Section 3. Notice of Meetings. Written notice stating the place, day
and hour of any meeting of shareholders and, in the case of special meetings or
when otherwise required
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by law, the purpose for which any such meeting is called, shall be delivered or
mailed by the secretary of the corporation to each shareholder of record
entitled to vote at such meeting, at such address as appears upon the records of
the corporation and at least ten (10) days before the date of such meeting, on
being notified of the place, day and hour thereof by the officers or persons
calling the meeting.
Section 4. Waiver of Notice. Notice of any meeting may be waived in
writing by any shareholder if the waiver sets forth in reasonable detail the
time and place of the meeting and the purposes thereof. Attendance at any
meeting in person, or by proxy when the instrument of proxy sets forth in
reasonable detail the purposes of such meeting, shall constitute a waiver of
notice of such meeting.
Section 5. Voting Rights. Each holder of shares of the corporation
shall have the voting rights specified in the Articles of Incorporation of the
corporation.
Section 6. Date of Determination of Voting Rights. The board of
directors may fix a record date, not exceeding fifty (50) days prior to the date
of any meeting of shareholders, for the purpose of determining the shareholders
entitled to notice of and to vote at such meeting. In the absence of action by
the board of directors to fix a record date as herein provided, the record date
shall be the fourteenth (14th) day prior to the date of the meeting.
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Section 7. Voting by Proxy. A shareholder entitled to vote at any
meeting of shareholders may vote either in person or by proxy executed in
writing by the shareholder or a duly authorized attorney-in-fact of such
shareholder. (For purposes of this section, a proxy granted by telegram by a
shareholder shall be deemed "executed in writing by the shareholder.") No proxy
shall be voted at any meeting of shareholders unless the same shall be filed
with the secretary of the meeting at the commencement thereof. The general proxy
of a fiduciary shall be given the same effect as the general proxy of any other
shareholder.
Section 8. Voting Lists. The secretary shall make, at least five (5)
days before each meeting of shareholders at which one or more directors are to
be elected, a complete list of the shareholders entitled to vote at such
election, arranged in alphabetical order, with the address of each and the
number of shares held by each, which list shall be kept on file at the principal
office of the corporation and shall be subject to inspection by any shareholder
at any time during usual business hours for a period of five (5) days prior to
such meeting. The list shall also be produced and kept open at the time and
place of election and shall be subject to inspection by any shareholder during
the whole time of the meeting.
Section 9. Quorum. At any meeting of shareholders, the holders of a
majority of the outstanding shares which
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may be voted on the business to be transacted at such meeting, represented
thereat in person or by proxy, shall constitute a quorum, and a majority vote of
such quorum shall be necessary for the transaction of any business by the
meeting, unless a greater number is required by law, the Articles of
Incorporation or these By-Laws.
Section 10. Conduct of Meetings. Shareholders' meetings, including the
order of business, shall be conducted in accordance with Roberts' Rules of
Order, Revised, except insofar as the Articles of Incorporation, these By-Laws,
or any rule adopted by the board of directors or shareholders may otherwise
provide. The shareholders may, by unanimous consent, waive the requirement of
this section; but such waiver shall not preclude any shareholder from invoking
the requirements of this section at any subsequent meeting.
Section 11. Action by Consent. Any action required to be taken at a
meeting of shareholders, or any action which may be taken at a meeting of
shareholders, may be taken without a meeting but with the same effect as a
unanimous vote at a meeting, if, prior to such action, a consent in writing,
setting forth the action so taken, shall be signed by all shareholders entitled
to vote with respect thereto, and such consent is filed with the minutes of
shareholders' proceedings.
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ARTICLE III
Board of Directors
Section 1. Duties and Qualifications. The business and affairs of the
corporation shall be managed by a board of directors, none of whom need be
shareholders of the corporation.
Section 2. Number and Terms of Office. There shall be three (3)
directors of the corporation who shall be elected at each annual meeting of the
shareholders to serve for a term of one (1) year and until their successors
shall be chosen and qualified, or until removal, resignation or death. If the
annual meeting of the shareholders is not held at the time designated in these
By-Laws, the directors then in office shall hold over until their successors
shall be chosen and qualified.
Section 3. Vacancies. Any vacancy in the board of directors caused by
death, resignation, incapacity or increase in the number of directors may be
filled by a majority vote of all the remaining members of the board of
directors. Shareholders shall be notified of any increase in the number of
directors and the name, address, principal occupation and other pertinent
information about any director elected by the board to fill any vacancy in the
next mailing sent to the shareholders following any such increase or election.
Vacancies on the board of directors occasioned by removal of a director shall be
filled by a vote of the shareholders
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entitled to vote thereon at an annual or special meeting thereof. A director
elected to fill a vacancy shall hold office until the next annual or special
meeting of shareholders and until his successor shall be elected and qualified.
Section 4. Annual Meetings. Unless otherwise agreed upon, the board of
directors shall meet immediately following the annual meeting of the
shareholders, at the place where such meeting of shareholders was held, for the
purpose of election of officers of the corporation and consideration of any
other business which may be brought before the meeting. No notice shall be
necessary for the holding of this annual meeting.
Section 5. Other Meetings. Regular meetings of the board of directors
may be held pursuant to a resolution of the board to such effect. No notice
shall be necessary for any regular meeting. Special meetings of the board of
directors may be held upon the call of the president or of any two (2) members
of the board and upon twenty-four (24) hours' notice specifying the time, place
and general purposes of the meeting, given to each director either personally or
by mail, telegram or telephone. Notice of a special meeting may be waived in
writing by telegram. Attendance at any special meeting shall constitute waiver
of notice of such meeting.
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Section 6. Quorum. A majority of the whole board of directors shall be
necessary to constitute a quorum for the transaction of any business except the
filling of vacancies, and the act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the board of directors
unless the act of a greater number is required by law, the Articles of
Incorporation, or these By-Laws.
Section 7. Action by Consent. Any action required or permitted to be
taken at any meeting of the board of directors may be taken without a meeting,
if prior to such action a written consent to such action is signed by all
members of the board and such consent is filed with the minutes of proceedings
of the board.
ARTICLE IV
Offices
Section 1. Offices and Qualification Therefor. The officers of the
corporation shall consist of a president, one (1) or more vice presidents, a
secretary-treasurer and such assistant officers as the board of directors shall
designate. The president shall be chosen from among the directors. Any two (2)
or more offices may be held by the same person, except the duties of the
president and the secretary shall not be performed by the same person.
Section 2. Terms of Office. Each officer of the corporation shall be
elected annually by the board of
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directors at its annual meeting and shall hold office for a term of one
(1) year and until his successor shall be duly elected and qualified.
Section 3. Vacancies. Whenever any vacancies shall occur in any of the
offices of the corporation for any reason, the same may be filled by the board
of directors at any meeting thereof, and any officer so elected shall hold
office until the next annual meeting of the board of directors and until his
successor shall be duly elected and qualified.
Section 4. Removal. Any officer of the corporation may be removed, with
or without cause, by the board of directors whenever a majority of such board
shall vote in favor of such removal.
Section 5. Compensation. Each officer of the corporation shall receive
such compensation for his service in such office as may be fixed by action of
the board of directors, duly recorded.
ARTICLE V
Powers and Duties of Officers
Section 1. President. Subject to the general control of the board of
directors, the president shall manage and supervise all the affairs and
personnel of the corporation and shall discharge all the usual functions of the
chief executive officer of a corporation. He shall preside at all meetings of
shareholders and directors and shall have such
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other powers and duties as these By-Laws or the board of directors may
prescribe. Shares of other corporations owned by this corporation may be voted
by the president or by such proxies as the president shall designate. The
president shall have authority to execute, with the secretary, powers of
attorney appointing other corporations, partnerships or individuals, the agents
of the corporation subject to law, the Articles of Incorporation and these
By-Laws.
Section 2. Vice Presidents. The vice presidents, in the order
designated by the board of directors, shall have all the powers of, and perform
all the duties incumbent upon, the president during his absence or disability
and shall have such other powers and duties as these By-Laws or the board of
directors may prescribe.
Section 3. Secretary. The secretary shall attend all meetings of the
shareholders and of the board of directors, and keep, or cause to be kept, a
true and complete record of the proceedings of such meetings, and he shall
perform a like duty, when required, for all standing committees appointed by the
board of directors. If required, he shall attest the execution by the
corporation of deeds, leases, agreements and other official documents. He shall
attend to the giving and serving of all notices of the corporation required by
these By-Laws, shall have custody of the books (except books of account) and
records of the corporation, and in general shall perform all duties pertaining
to the
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office of secretary and such other duties as these By-Laws or the board of
directors may prescribe.
Section 4. Treasurer. The treasurer shall keep correct and complete
records of account, showing accurately at all times the financial condition of
the corporation. He shall have charge and custody of, and be responsible for,
all funds, notes, securities and other valuables which may from time to time
come into the possession of the corporation. He shall deposit, or cause to be
deposited, all funds of the corporation with such depositaries as the board of
directors shall designate. He shall furnish at meetings of the board of
directors, or whenever requested, a statement of the financial condition of the
corporation, and in general shall perform all duties pertaining to the office of
treasurer and such other duties as these By-Laws or the board of directors may
prescribe.
Section 5. Assistant Officers. The board of directors may from time to
time designate and elect assistant officers who shall have such powers and
duties as the officers whom they are elected to assist shall specify and
delegate to them, and such other powers and duties as these By-Laws or the board
of directors may prescribe. An assistant secretary may, in the absence or
disability of the secretary, attest the execution of all documents by the
corporation.
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ARTICLE VI
Miscellaneous
Section 1. Corporate Seal. The corporation shall have no seal.
Section 2. Execution of Contracts and Other Documents. Unless otherwise
ordered by the board of directors, all written contracts and other documents
entered into by the corporation shall be executed on behalf of the corporation
by the president or a vice president, and, if required, attested by the
secretary or an assistant secretary.
Section 3. Fiscal Year. The fiscal year of the corporation shall begin
on June 1 of each year and end on the immediately following May 31.
ARTICLE VII
Amendments
Subject to law and the Articles of Incorporation, the power to make,
alter, amend or repeal all or any part of these By-Laws is vested in the board
of directors. The affirmative vote of a majority of all the directors shall be
necessary to effect any such changes in these By-Laws.
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