Exhibit 3.30
BYLAWS OF
DICO INC.
ARTICLE I
STOCKHOLDERS
1.1 Meetings.
(a) Place. Meetings of the stockholders shall be held at such
place as may be designated by the board of directors.
(b) Annual Meeting. An annual meeting of the stockholders for the
election of directors and for other business shall be held at such
time and on such date in each year as may be fixed by the board of
directors.
(c) Special Meetings. Special meetings of the stockholders may be
called at any time by the president, or the board of directors, or the
holders of a majority of the outstanding shares of stock of the
Company entitled to vote at the meeting.
(d) Quorum. The presence, in person or by proxy, of the holders
of a majority of the outstanding shares of stock of the Company
entitled to vote on a particular matter shall constitute a quorum for
the purpose of considering such matter.
ARTICLE II
DIRECTORS
2.1 Number and Term. The board of directors shall have authority to
(i) determine the number of directors to constitute the board, and (ii) fix the
terms of office of the directors.
2.2 Meetings.
(a) Place. Meetings of the board of directors shall be held at
such place as may be designated by the board or in the notice of the
meeting.
(b) Regular Meetings. Regular meetings of the board of directors
shall be held at such times as the board may designate by resolution.
Notice of regular meeting need not be given.
(c) Special Meetings. Special meetings of the board may be called
by direction of the president or any two members of the board on three
days' notice to each director, either personally or by mail or by
telegram.
(d) Quorum. A majority of all the directors in office shall
constitute a quorum for the transaction of business at any meeting.
2.3 Committees. The board of directors may by resolution adopted by a
majority of the whole board designate one or more committees, each committee to
consist of one or more directors and such alternate members (also directors) as
may be designated by the board. In the absence or disqualification of any member
of a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another director to act at the meeting in the place of any
such absent or disqualified member.
ARTICLE III
OFFICERS
3.1 Election. At its first meeting after each annual meeting of the
stockholders, the board of directors shall elect a president, treasurer,
secretary and such other officers as it deems advisable.
3.2 Authority, Duties and Compensation. The officers shall have such
authority, perform such duties and serve for such compensation as may be
determined by resolution of the board of directors. Except as otherwise provided
by board resolution (i) the president shall be the chief executive officer of
the Company, shall have general supervision over the business and operations of
the Company, may perform any act and execute any instrument for the conduct of
such business and operations and shall preside at all meetings of the board and
stockholders, (ii) the other officers shall have the duties usually related to
their offices, and (iii) the vice president, or vice presidents in the order
determined by the board, shall in the absence of the president have the
authority and perform the duties of the president.
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ARTICLE IV
INDEMNIFICATION
4.1 Right to Indemnification. The Company shall indemnify any person
who was or is a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, either civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer or employee of the Company or a constituent corporation
absorbed in a consolidation or merger, as a director, officer or employee of
another enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding to the extent that such person
is not otherwise indemnified and the power to do so has been or may be granted
by statute. For this purpose the board of directors may, and on request of any
such person shall be required to, determine in each case whether or not the
applicable standards in any such statute have been met, or such determination
shall be made by independent legal counsel if the board so directs or if the
board is not empowered by statute to make such determination.
4.2 Indemnification Not Exclusive. The foregoing indemnification shall
not be deemed exclusive of any other right to which one indemnified may be
entitled, both as to action in his official capacity and as to action in another
capacity while holding such office, and shall inure to the benefit of the heirs,
executors and administrators of any such person.
4.3 Insurance and Other Indemnification. The board of directors shall
have the power to (i) purchase and maintain, at the Company's expense, insurance
on behalf of the Company and on behalf of others to the extent that power to do
so has been or may be granted by statute, and (ii) give other indemnification to
the extent permitted by law.
ARTICLE V
TRANSFER OF SHARE CERTIFICATES
Transfers of share certificates and the shares represented thereby
shall be made on the books of the Company only by the registered holder or by
duly authorized attorney. Transfers shall be made only on surrender of the share
certificate or certificates.
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ARTICLE VI
AMENDMENTS
These bylaws may be altered, amended or repealed at any regular or
special meeting of the board of directors by the vote of a majority of all the
directors in office or at any annual or special meeting of stockholders by the
vote of the holders of a majority of the outstanding stock entitled to vote.
Notice of any such annual or special meeting of stockholders shall set forth the
proposed change or a summary thereof.
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