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EXHIBIT 3.15
BY-LAWS
OF
WINCHESTER FABRICATION CORPORATION
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ARTICLE I
SHARES OF STOCK
SECTION 1. Certificate of Shares. The certificates for shares
of the Capital Stock of this company shall be in such form, not inconsistent
with the Articles of Incorporation of the company, as shall be prepared or be
approved by the Board of Directors. The certificates shall be signed by the
President or a Vice President, and also by the Secretary or an Assistant
Secretary.
SECTION 2. Transfer of Shares. Shares of the Capital Stock of
the company shall be transferred by endorsement of the certificates or by
assignment separate from the certificates representing said shares by the
registered holder thereof or his attorney, and its surrender to the Secretary
for cancellation. Whereupon the Secretary shall issue to the transferee or
transferees, as specified by the endorsement, new certificates for a like
number of shares. Transfers shall be made only upon the books of the company
and upon said surrender and cancellation; and shall entitle the transferee to
all the privileges, rights and interests of a shareholder of this company.
SECTION 3. Closing of Transfer Books. The stock transfer books
for meetings of the shareholders may be closed as follows:
The Board of Directors is authorized to fix in advance a date, not
more than 60 days nor less than 10 days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
Capital Stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect to any such change, conversion or
exchange of Capital Stock, or to give such consent, and in such case such
stockholders and only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to vote at, such
meeting and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, or to give
such consent, as the case may be, notwithstanding any transfer of any stock on
the books of the corporation after any such record date fixed as aforesaid.
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SECTION 4. Registered Stockholders. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the laws of Michigan.
SECTION 5. Lien. The corporation shall have a lien upon all
stock or property of its members invested therein, for all debts due to it by
the owners thereof.
SECTION 6. Lost Certificates. In case of the loss of any
certificate of shares of stock, upon due proof by the registered holder or his
representatives, by affidavit of such loss, the Secretary shall issue a
duplicate certificate in its place, upon the corporation being fully
indemnified therefor, but indemnity may be waived by the Board of Directors.
SECTION 7. Dividends. The Board of Directors, in its
discretion, from time to time, may declare dividends upon the Capital Stock
from the earned surplus and net profits of the company.
SECTION 8. Fiscal Year. The fiscal year of the company shall
end on the 31st day of December in each year.
SECTION 9. Corporate Seal. The Board of Directors shall provide
a suitable corporate seal, which seal shall be in the charge of the Secretary,
and shall be used by him.
ARTICLE II
MEETING OF SHAREHOLDERS
SECTION 1. Place of Meetings. All meetings of the shareholders
of the corporation shall be held at such place, within or without the State of
Michigan, as may be determined by the Board of Directors.
SECTION 2. Annual Meeting. The annual meeting of the
shareholders for the election of directors and for the transaction of such
other business as may come before the meeting shall be held on the first
Tuesday in May in each year. If it shall happen at any time that an election
of directors is not held on the day designated therefor, it shall be lawful on
any other day upon due notice as provided in these By-Laws to hold such
election.
SECTION 3. Notice. Written notice of the date, time and place
of any shareholders' meeting shall be mailed to each shareholder at his last
known address, as the same appears on the stock book of the company, or if no
such address appears, at his last known place of address, at least ten days
prior to any meeting and any notice of special meeting shall indicate briefly
the object or objects
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thereof. Nevertheless, if all the shareholders waive notice of the meeting, no
notice of the same shall be required, and whenever all the shareholders shall
meet in person or by proxy, such meeting shall be valid for all purposes,
without call or notice, and at such meeting any corporate action shall not be
invalid for want of notice.
SECTION 4. Quorum. At any meeting of the shareholders, the
holders of a majority of all the voting shares of the Capital Stock of the
company issued and outstanding, present in person or represented by proxy,
shall constitute a quorum. Meetings at which less than a quorum is represented
may, however, be adjourned from time to time to a further date by those who
attend, without further notice other than the announcement at such meeting, and
when a quorum shall be present upon any such adjourned day, any business may be
transacted which might have been transacted at the meeting as originally
called.
SECTION 5. Voting. Each shareholder shall be entitled to one
vote for each share of voting stock standing registered in his name on the
books of the company, in person or by proxy duly appointed in writing and filed
with the Secretary of the meeting, on all questions and elections. No proxy
shall be voted after three years from its date unless said proxy provides for a
longer period.
SECTION 6. Organization. The President or chairman of the Board
may call meetings of the shareholders to order and may act as Chairman of such
meetings, unless otherwise determined by the holders of a majority of all the
shares of the Capital Stock present in person or by proxy at the meeting. The
Secretary of the company shall act as Secretary of all meetings of the company,
but in the absence of the Secretary at any meeting of the share-holders or his
inability to act as Secretary, the presiding officer may appoint any person to
act as Secretary of the meeting.
SECTION 7. Inspectors. Whenever any shareholder present at a
meeting of shareholders shall request the appointment of inspectors, a majority
of the shareholders present at such meeting and entitled to vote thereat, shall
appoint inspectors who need not be shareholders. If the right of any person to
vote at such meeting shall be challenged, the inspectors of election shall
determine such right. The inspectors shall receive and count the votes either
upon an election or for the decision of any question and shall determine the
result. Their certificate of any vote shall be prima facie evidence thereof.
SECTION 8. Giving Notice. Any notice required by statute or by
these By-Laws to be given to the shareholders, or to directors, or to any
officer of the company, shall be deemed to be sufficient to be given by
depositing the same in a post office box, in a sealed, postpaid wrapper,
addressed to such shareholder, director, or officer at his last known address
as appears on the books and records of the company, and such notice shall be
deemed to have been given at the time of such mailing.
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SECTION 9. New Shareholders. Every person becoming a
shareholder in this company shall be deemed to assent to these By-Laws and
shall designate to the Secretary the address to which he desires that the
notice herein required to be given may be sent, and all notices mailed to such
addresses, with postage prepaid, shall be considered as duly given at the date
of mailing, and any person failing to so designate his address shall be deemed
to have waived notice of such meeting.
ARTICLE III
DIRECTORS
SECTION 1. Number and Term of Directors. The business property
and affairs of this company shall be managed by a Board of Directors composed
of not less than three nor more than seven members, who need not be
shareholders. At each annual meeting, or any special meeting where election of
directors is to be considered, before proceeding with the election of
directors, the shareholders shall by resolution designate the number of
directors within the foregoing. Each director shall hold office for the term
for which he is elected and until his successor is elected and qualified.
SECTION 2. Place of Meeting. The directors may hold their
meetings in such place or places within or without this state as a majority of
the Board of Directors may, from time to time, determine.
SECTION 3. Meeting. Meetings of the Board of Directors may be
called at any time by the Chairman of the Board, President or Secretary, or by
a majority of the Board of Directors. Directors shall be notified of the date,
time and place of all meetings of the Board at least 24 hours prior thereto,
except that no notice will be required in connection with regular meetings of
the Board if so provided by appropriate resolution of the Board, and if the
date, time and place of such meetings are also covered by Board resolution.
Any director, however, shall be deemed to have waived such notice by his
attendance at any meeting.
SECTION 4. Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, and if at any meeting of
the Board of Directors there be less than a quorum present, a majority of those
present may adjourn the meeting from time to time.
SECTION 5. Vacancies. Vacancies in the Board of Directors shall
be filled by the remaining members of the Board 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 stockholders or at any
special meeting duly called for that purpose.
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SECTION 6. Delegation of Powers. For any reason deemed
sufficient by the Board of Directors, whether occasioned by absence or
otherwise, the Board may delegate all or any of the powers and duties of any
officer to any other officer or director, but no officer or director shall
execute, acknowledge or verify any instrument in more than one capacity.
SECTION 7. Power to Appoint Executive Committee. The Board of
Directors shall have power to appoint by resolution an executive committee
and/or any other committee composed of one or more directors who, to the extent
provided in such resolution, shall have and exercise the authority of the Board
of Directors in the management of the business of the company between meetings
of the Board.
SECTION 8. Compensation. The compensation of directors,
officers and agents may be fixed by the Board.
ARTICLE IV
OFFICERS
SECTION 1. The Board of Directors shall select a President, a
Secretary and a Treasurer and may select a Chairman of the Board, one or more
Vice Presidents, Assistant Secretaries and Assistant Treasurers, who need not
be stockholders and who shall be elected by the Board of Directors at their
regular annual meeting. The term of office shall be for one year and until
their successors are chosen. No one of such officers, except the President,
need be a director, but a Vice President who is not a director cannot succeed
to or fill the office of the President. Any two of the above offices, except
those of President and Vice President, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity. The Board of Directors may fix the salaries of the officers of the
Company.
SECTION 2. The Board of Directors may also appoint such other
officers and agents, including a Chairman of the Board, as they may deem
necessary for the transaction of the business of the company. All officers and
agents shall respectively have such authority and perform such duties in the
management of the property and affairs of the corporation as may be designated
by the Board of Directors. Without limitation of any right of an officer or
agent to recover damages for breach of contract, the Board of Directors may
remove any officer or agent whenever, in their judgment, the business interests
of the company will be served thereby.
SECTION 3. The Board of Directors may secure the fidelity of any
or all of its officers and of any employee by bond or otherwise.
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ARTICLE V
DUTIES OF OFFICERS
SECTION 1. Chairman of the Board. He may preside at all
meetings of the shareholders and Board of Directors when present. The Chairman
of the Board may be the chief executive officer of the corporation, and in the
recess of the Board of Directors may have the general control and management of
its business affairs as the Board of Directors may from time to time determine,
subject, however, to the right of the Board of Directors to delegate any
specific power to any other officer or officers of the corporation.
SECTION 2. President. The President, in the absence of the
Chairman of the Board, may preside at all meetings of the shareholders and
Board of Directors. He may have general supervision of the affairs of the
corporation, shall sign or countersign all certificates, contracts or other
instruments of the corporation, as authorized by the Board of Directors, shall
make reports to the Board of Directors and shareholders, and shall perform such
other duties as are incident to the office or are properly required of him by
the Board of Directors.
SECTION 3. Vice President. In case the office of President
shall become vacant by death, resignation, or otherwise or in case of the
absence of the President, or his disability to discharge the duties of his
office, such duties shall, for the time being, devolve upon the Vice President
who shall do and perform such other acts as the Board of Directors may, from
time to time, authorize him to do, but a Vice President who is not a director
cannot succeed to or fill the office of President.
SECTION 4. Treasurer. The Treasurer shall have custody and keep
account of all money, funds and property of the company, unless otherwise
determined by the Board of Directors, and he shall render such accounts and
present such statement to the directors and President as may be required of
him. He shall deposit all funds of the company which may come into his hands
in such bank or banks as the Board of Directors may designate. He shall keep
his bank accounts in the name of the company, and shall exhibit his books and
accounts, at all reasonable times, to any director of the company upon
application at the office of the company during business hours. He shall pay
out money as the business may require upon the order of the properly
constituted officer or officers of the company, taking proper vouchers
therefor; provided, however, that the Board of Directors shall have power by
resolution to delegate any of the duties of the Treasurer to other officers,
and to provide by what officers, if any, all bills, notes, checks, vouchers,
orders or other instruments shall be countersigned. He shall perform, in
addition, such other duties as may be delegated to him by the Board of
Directors.
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SECTION 5. Secretary. The Secretary of the company shall keep
the minutes of all the meetings of the shareholders and Board of Directors in
books provided for that purpose; he shall attend to the giving and receiving of
all notices of the company; he shall sign, with the President or Vice
President, in the name of the company, all contracts authorized by the Board of
Directors, and when necessary shall affix the corporate seal of the company
thereto; he shall have charge of the certificate books, transfer books and
stock ledgers and such other books and papers as the Board of Directors may
direct; all of which shall, at all reasonable times, be open to the examination
of any director upon application at the office of Secretary, and in addition,
such other duties as may be delegated to him by the Board of Directors.
SECTION 6. Assistant Secretary and Assistant Treasurer. The
Assistant Secretary, in the absence or disability of the Secretary, shall
perform the duties and exercise the powers of the Secretary. The Assistant
Treasurer, in the absence or disability of the Treasurer, shall perform the
duties and exercise the powers of the Treasurer.
ARTICLE VI
INDEMNIFICATION
Any person shall be indemnified and reimbursed by this Company for
expenses actually and reasonably incurred by him or her and liabilities imposed
upon him or her in connection with or arising out of any action, suit or
proceeding, civil or criminal, or threat thereof, in which he or she may be
involved by reason of his or her being or having been a director, officer, or
employee of this Company, or of any firm, corporation or organization which he
or she served in any capacity at the request of the Company, to the maximum
extent permitted by, and in accordance with, the relevant provisions of the
Michigan Business Corporation Act. Neither this Company nor its directors or
officers shall be liable to anyone for any determination of such directors or
officers as to the existence or absence of conduct which would provide a basis
for making or refusing to make any payment hereunder or for taking or omitting
to take any other action hereunder, in reliance upon the advice of counsel. A
court of competent jurisdiction may make a determination as to the right of a
person to indemnification and reimbursement hereunder in any specific case upon
the application of such person, despite the failure or refusal of the directors
and shareholders to make provision therefor. The foregoing right of
indemnification and reimbursement shall not be exclusive of other rights to
which such person may be entitled as a matter of law and shall inure to the
benefit of his or her heirs, executors and administrators. Notwithstanding
anything herein to the contrary, the right of indemnification herein provided
shall be applicable only to the extent that such liabilities and expenses are
not otherwise recoverable by or through (i) policies of insurance which may be
carried by or for the benefit of such persons, or this corporation, or any
other corporation or organization, or (ii) other rights
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against unrelated third parties. The indemnification rights covered herein
shall continue to apply to an individual who has ceased to be a director,
officer or employee.
ARTICLE VII
EXECUTION OF INSTRUMENTS
SECTION 1. Checks, Etc. All checks, drafts and orders for
payment of money. shall be signed in the. name of the company by such officers
or agents as the Board of Directors, or the Executive Committee, shall from
time to time designate for that purpose.
SECTION 2. Contracts, Conveyances, Etc. Contracts, conveyances,
notes, bills and other instruments may be executed by the President or any Vice
President, and the Secretary or any Assistant Secretary, with authority to
affix the corporate seal thereto, provided, however, that if, in any case, the
directors or executive committee shall see fit to direct a different method of
execution or signature, then execution may be in that manner, notwithstanding
any other provisions of the By-Laws relating thereto.
ARTICLE VIII
AMENDMENTS
SECTION 1. The shareholders of the Board of Directors may alter,
amend, add to or repeal these By-Laws, including the fixing and altering of the
Board of Directors; provided that the Board of Directors shall not make or
alter any By-Laws fixing their qualifications, classifications or term of
office.
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