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Exhibit 3.4
BY-LAWS
OF
ROCHESTER GEAR, INC.
ARTICLE I
Offices
Section 1. Principal Office. The principal office of the Corporation
shall be located in the City of Rochester, State of Michigan.
Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Michigan as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
Seal
Section 1. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation and the word(s) "Seal" or "Corporate Seal."
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
ARTICLE III
Shareholders' Meetings
Section 1. Annual Meetings.
(a) The annual meeting of the shareholders of the Corporation,
commencing with the year 1983, shall be held at the principal office of the
Corporation in the State of Michigan or at such other place within or without
the State of Michigan as may be determined by the Board of Directors and as may
be designated in the notice of such meeting. The meeting shall be held on the
first Thursday of June of each year at 3:00 P.M. If said day is a legal holiday,
the meeting shall be held on the next succeeding day not a legal holiday. The
business to be transacted at such meeting shall be the election of directors and
such other business as shall be properly brought before the meeting.
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(b) If the annual meeting is not held on the date designated therefor,
the Board of Directors shall cause the meeting to be held as soon thereafter as
convenient.
(c) In the event the annual meeting is not held at the time prescribed
in Article III, Section 1(a) above and if a period of ninety (90) days shall
elapse without the holding of such meeting, then any shareholder may call such
meeting, and at such meeting the shareholders may elect the directors and
transact other business with the same force and effect as at an annual meeting
duly called and held.
Section 2. Special Meetings. Special meetings of the shareholders may
be called by the Chairman of the Board, the President or a Vice-President, by a
majority of the Board of Directors, or by the holders of at least fifty (50%)
percent of the shares of stock entitled to vote at such meeting, upon written
request therefor to the Secretary. It shall be the duty of the Secretary to send
notices of such meeting not more than forty (40) days after receipt of the
request. The Board of Directors shall fix the time and place of the meeting
within the limits set forth in Section 3. of this Article III. If the Board of
Directors shall fail to fix a time or place, the meeting shall be held at the
registered office of the Corporation in the State of Michigan at such time as
shall be fixed by the Secretary within the said limits.
Section 3. Notice and Purpose of Meetings; Waiver. Each shareholder of
record entitled to vote at any meeting shall be given, in person or by mail,
written or printed notice of the purpose or purposes, and the time and place
within or without the State of Michigan, of every meeting of shareholders. Such
notice shall be mailed or delivered in person not less than ten (10) days nor
more than sixty (60) days before the meeting. If mailed, it shall be directed to
the shareholder's address as it appears on the stock ledger unless the
shareholder shall have requested of the Secretary in writing that notice
intended for him be mailed to some other address, in which case the notice shall
be transmitted to the address so designated. No publication of the notice of
meeting shall be required. A shareholder may waive the notice of meeting by
attendance, either in person or by proxy, at the meeting, or by so stating in
writing, either before or after such meeting. Attendance at a meeting for the
express purpose of objecting at the beginning of the meeting, that the meeting
was not lawfully called or convened shall not, however, constitute a waiver of
notice. Except where otherwise required by law, notice need not be given of any
adjourned meeting of the shareholders if the time and place to which the meeting
is adjourned are announced at the meeting at which the adjournment is taken and
at the adjourned meeting only
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such business is transacted as might have been transacted at the original
meeting.
Section 4. Quorum. Except as otherwise provided by law, a quorum at
all meetings of shareholders shall consist of the holders of record of a
majority of the shares entitled to vote thereat, present in person or by proxy.
Section 5. Closing of Stock Transfer Books; Record Date.
(a) In order to determine the holders of record of the Corporation's
stock who are entitled to notice of meetings, to vote at a meeting or
adjournment thereof, and to receive payment of any dividend, or to make a
determination of the shareholders of record for any other proper purpose, the
Board of Directors may fix a date as the record date for such determination of
shareholders. Such date shall be no more than sixty (60) days prior to the date
of the action which requires such determination, nor, in the case of a
shareholders' meeting, shall it be less than ten (10) days in advance of such
meeting.
(b) If a record date is not fixed (i) the record date for determination
of shareholders entitled to notice of or to vote at a meeting of shareholders
shall be the close of business on the day next preceding the day on which notice
is given, or, if no notice is given, the day next preceding the day on which the
meeting is held, and (ii) the record date for determining shareholders for any
purpose other than that specified in subdivision (i) shall be the close of
business on the day on which the resolution of the board relating thereto is
adopted.
(c) When a determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholders has been made as provided in this
section, the determination applies to any adjournment of the meeting, unless the
board fixes a new record date under this section for the adjourned meeting.
Section 6. Presiding Officer; Order of Business.
(a) Meetings of the shareholders shall be presided over by the Chairman
of the Board, or if he is not present or is unwilling to so act, by the
President or if neither the Chairman of the Board nor the President is present
or willing to so act, by a Vice-President, or if none of the before named are
present or willing to so act, by a Chairman to be chosen by a majority of the
shareholders entitled to vote at the meeting who are present in person or by
proxy. The Secretary of the Corporation shall act as Secretary of every meeting,
but if the Secretary is not present, the shareholders entitled to vote in person
or by proxy at the meeting shall choose any person present to act as Secretary
of the meeting.
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(b) The order of business shall be as follows:
1. Call of meeting to order.
2. Proof of notice of meeting and determination of quorum.
3. Reading of minutes of last previous annual meeting.
4. Reports of officers.
5. Reports of committees.
6. Election of directors.
7. Miscellaneous business.
Section 7. Voting.
(a) Except as otherwise provided in the Articles of Incorporation, the
By-Laws, or the laws of the State of Michigan, at every meeting of the
shareholders, each shareholder of the Corporation entitled to vote at such
meeting shall have, as to each matter submitted to a vote, one vote in person or
by proxy for each share of stock having voting rights registered in his name on
the stock transfer books of the Corporation. A shareholder may vote his shares
through a proxy appointed by a written instrument signed by the shareholder or
by his duly authorized attorney in fact and delivered to the Secretary of the
meeting. No proxy shall be valid after three (3) months from the date of its
execution unless a longer period is expressly provided therein.
(b) When an action, other than the election of directors, is to be
taken by vote of the shareholders, it shall be authorized by a majority of the
votes cast by the holders of shares entitled to vote thereon, unless a greater
plurality is required by the Articles of Incorporation or the laws of the State
of Michigan. Except as otherwise provided by the Articles, directors shall be
elected by a plurality of the votes cast at an election.
(c) At all elections of directors, the voting shall be by written
ballot only if called for by the person presiding at the meeting, or by the duly
supported motion of a shareholder adopted by voice vote of a majority of the
shares entitled to vote in person or by proxy at the meeting.
Section 8. List of Shareholders.
(a) A complete list of the shareholders of the Corporation entitled to
vote at the ensuing meeting, arranged in alphabetical order within each class
and series, and showing the address of, and number of shares owned by each
shareholder shall be prepared by the Secretary, or other officer of the
Corporation having charge of the stock ledger. This list shall be kept on file
for
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a period of at least ten (10) days prior to the meeting at the registered office
of the Corporation in the State of Michigan and shall be subject to inspection
during the usual business hours of such period by any shareholder. This list
shall also be produced at the meeting and shall be subject to inspection by any
shareholder at any time during the meeting.
(b) The original or duplicate stock ledger or list shall be prima
facie evidence as to shareholders who are entitled to examine such list or the
books of the Corporation, or to vote in person or by proxy at any meeting of the
shareholders.
Section 9. Inspectors of Election. The Board of Directors, in advance
of any shareholders' meeting, may appoint one or more Inspectors of Election,
who need not be shareholders, to act at the meeting or any adjournment thereof.
If Inspectors of Election are not so appointed, the person presiding at a
shareholders' meeting may, and shall on the request of any shareholder entitled
to vote thereat, appoint one or more Inspectors of Election. In case any person
appointed as Inspector of Election fails to appear or act, the vacancy may be
filled by the Board of Directors in advance of the meeting or at the meeting by
the person presiding thereat. The Inspectors shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine challenges and
questions arising in connection with the right to vote, count and tabulate
votes, ballots or consents, determine the result, and do such acts as are proper
to conduct the election or vote with fairness to all shareholders. On request of
the person presiding at the meeting or a shareholder entitled to vote thereat,
the Inspectors shall make and execute a written report to the person presiding
at the meeting of any of the facts found by them and matters determined by them.
The report is prima facie evidence of the facts stated and of the vote as
certified by the Inspectors.
ARTICLE IV
Directors
Section 1. Number, Qualifications, Term, Quorum and Vacancies.
(a) The property, affairs and business of the Corporation shall be
managed by the Board of Directors of three (3) persons. The first Board of
Directors shall be selected by a majority vote of the incorporators and shall
hold office for a term ending at the first annual meeting of the shareholders.
Thereafter, except as hereinafter provided, directors shall be elected at the
annual
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meeting of the shareholders and each director shall serve for one year or until
his successor shall be elected and qualify.
(b) The number of directors may be increased or decreased from time to
time by an amendment to these By-Laws. A directorship to be filled because of an
increase in the number of directors created by vote of the directors, or by vote
of the shareholders where the shareholders have failed to elect a director to
fill the vacancy at the meeting at which the vote was taken, may be filled by
the Board of Directors for a term of office continuing only until the next
regular annual meeting of shareholders or a special meeting of shareholders
called prior thereto for the purpose of electing a director to fill the vacancy.
(c) Directors need not be shareholders of the Corporation.
(d) A majority of the directors in office shall be necessary to
constitute a quorum for the transaction of business. If, at any meeting of the
Board of Directors, there shall be less than a quorum present, a majority of
those present may adjourn the meeting, without further notice from time to time
until a quorum shall have been obtained. In case there are vacancies on the
Board of Directors, other than vacancies created by the removal of a director or
directors by the shareholders, the remaining directors, although less than a
quorum, may by a majority vote elect a successor or successors for the unexpired
term or terms.
Section 2. Meetings. Meetings of the Board of Directors may be held
either within or without the State of Michigan. Regular meetings of the Board of
Directors shall be held at such times as are fixed from time to time by
resolution of the Board. Special meetings may be held at any time upon call of
the Chairman of the Board, the President, a Vice-President, or any one (1)
director upon written or telegraphic notice deposited in the U.S. Mail or
delivered to the telegraph company at least three (3) days prior to the day of
the meeting. A meeting of the Board of Directors may be held without notice
immediately following the annual meeting of the shareholders. Notice need not be
given of regular meetings of the Board of Directors held at times fixed by
resolution of the Board of Directors nor need notice be given of adjourned
meetings. Meetings may be held at any time without notice if all the directors
are present or if, before or after the meeting, those not present waive such
notice in writing. Attendance constitutes waiver of notice unless it is for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Notice of a meeting of the Board of
Directors need not state the purpose of, nor the business to be transacted at,
such meeting.
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Section 3. Action by Unanimous Written Consent. Action required or
permitted to be taken pursuant to authorization voted at a meeting of the Board
or a committee thereof may be taken without a meeting if, before or after the
action, all members of the Board or of the committee consent thereto in writing.
The written consents shall be filed with minutes of the proceedings of the Board
of committee. The consent shall have the same effect as a vote of the Board or
committee for all purposes.
Section 4. Removal.
(a) At any meeting of the shareholders, any director or directors may
be removed from office, without assignment of any reason therefor, by a majority
vote of the shares or class of shares, as the case may be, which elected the
director or directors to be removed.
(b) When any director or directors are removed, new directors may
be elected at the same meeting of the shareholders for the unexpired term of
the director or directors removed. If the shareholders fail to elect persons to
fill the unexpired term or terms of the director or directors removed, such
unexpired terms shall be considered vacancies on the board to be filled by the
remaining directors.
Section 5. Indemnification.
(a) The Corporation shall indemnify any and all of its directors or
officers, former directors and officers, and the current and former directors or
officers of another corporation, partnership, joint venture, trust or other
enterprise in which they are or were serving at the request of the Corporation,
and their respective heirs, administrators, executors, successors and assigns,
against any and all expenses and liabilities, including amounts paid upon
judgments, legal fees, and amounts paid in settlement, either before or after
suit is commenced, reasonably and necessarily incurred by such directors or
officers or former directors or officers in connection with the defense or
settlement of any claim, action, suit, or proceeding in which they, or any of
them, are made parties or a party, including a suit by or in the right of the
Corporation to procure a judgment in its favor, by reason of being or having
been directors or officers of the Corporation, or of such other entity, if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders, and with
respect to any criminal action or proceeding, had no reason to believe their
conduct was unlawful.
(b) With respect to actions or suits by or in the right of the
Corporation to procure a judgment in its favor, no indemnification shall be made
in respect of any claim, issue or matter as
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to which such director or officer shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.
(c) Such indemnification shall be in addition to, and not exclusive
of, any and all other rights to which such a director or officer may be entitled
by law, under any agreement, by vote of shareholders or directors, or otherwise,
provided that no provision for indemnification shall be in conflict with the
Michigan statutes pertinent thereto.
Section 6. Compensation. Directors, and members of any committee of
the Board of Directors, may receive such reasonable compensation for their
services as directors and members of any such committee as shall be fixed from
time to time by resolution of the Board of Directors, and may also receive such
reimbursement for any reasonable expenses incurred in attending such meetings as
may be determined by resolution of the Board of Directors. The compensation of
directors may be on such basis as is determined in the resolution of the Board
of Directors. Any director receiving compensation under these provisions shall
not be barred from serving the Corporation in any other capacity and receiving
reasonable compensation for such other services.
Section 7. Committees.
(a) The Board of Directors, by a resolution or resolutions adopted by
a majority of the members of the whole Board, may appoint an Executive Committee
and such other committees as it may deem appropriate. Each such committee shall
consist of one (1) or more members of the Board of Directors. Each committee
shall have and may exercise such powers as shall be conferred or authorized by
the resolutions appointing it. A majority of any such committee may determine
its action and may fix the time and place of its meetings, unless provided
otherwise by the Board of Directors. The Board of Directors shall have the power
at any time to fill vacancies in, to change the size of membership of, and to
discharge any such committee.
(b) Each such committee shall keep a written record of its acts and
proceedings and shall submit such record to the Board of Directors at each
regular meeting thereof and at such other times as requested by the Board of
Directors. Failure to submit such record, or failure of the Board to approve any
action indicated therein will not, however, invalidate such action to the extent
it has been carried out by the Corporation prior to the time the
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record of such action was, or should have been, submitted to the Board of
Directors as herein provided.
(c) The Executive Committee shall advise and aid the officers of the
Corporation in all matters concerning the Corporation's interests and the
management of its business, and when the Board of Directors is not in session,
the Executive Committee shall have and may exercise all the powers of the Board
of Directors in the conduct of the business of the Corporation, subject to
limitations imposed by statute. Regular meetings of the Executive Committee may
be held without call or notice at such times and places as it may fix by
resolution from time to time. Other meetings may be called by any member thereof
either by oral, telegraphic or written notice not later than the day prior to
the date set for the meeting.
Section 8. Dividends. Subject always to the provisions of laws of the
State of Michigan and the Articles of Incorporation, the Board of Directors
shall have full power to determine whether any, and, if so, what part, of the
funds legally available for the payment of dividends shall be declared in
dividends and paid to the shareholders of the Corporation. The Board of
Directors may fix a sum which may be set aside or reserved over and above the
paid in capital of the Corporation for working capital or as a reserve for any
proper purpose, and from time to time may increase, diminish and vary such fund
in the Board's absolute judgment and discretion.
ARTICLE V
Officers
Section 1. Number. The officers of the Corporation shall be a Chairman
of the Board, a President, one or more Vice-Presidents, a Treasurer, and a
Secretary. In addition, there may be such subordinate officers as the Board of
Directors may deem necessary, such as controller, assistant secretary, etc. Any
person may hold two, but no more than two, offices except that no person shall
hold the offices of President and Vice-President simultaneously.
Section 2. Term of Office. The principal officers shall be chosen by
the Board of Directors. The first officers of the Corporation shall be chosen at
the time of the organization of the Corporation, and thereafter the officers
shall be chosen at the first meeting of the Board following the shareholders'
annual meeting, or as soon thereafter as is conveniently possible. Subordinate
officers may be elected from time to time. Each officer shall serve until his
successor shall have been chosen and qualified, or until his death, resignation
or removal.
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Section 3. Removal. Any officer may be removed from office, with or
without cause, at any time by the affirmative vote of a majority of the Board of
Directors then in office. Such removal shall not prejudice the contract rights,
if any, of the person so removed.
Section 4. Vacancies. Any vacancy in an office from any cause may be
filled for the unexpired portion of the term by the Board of Directors.
Section 5. Duties.
(a) The Chairman of the Board shall be a director and shall preside at
all meetings of the shareholders and directors. Except where by law the
signature of the President is required, the Chairman of the Board shall possess
the same power as the President to sign all certificates, contracts and other
instruments which may be authorized by the Board of Directors.
(b) The President shall be a director and the chief Executive Officer
of the Corporation. In the absence or disability of the Chairman of the Board,
he shall have the right to preside at all meetings of the shareholders and of
the Board of Directors. He shall 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 his office or are properly required of him by
the Board of Directors.
(c) The Vice-Presidents, in the order designated by the Board of
Directors, shall exercise the functions of the President during the absence or
disability of the President. Each Vice-President shall have such other duties as
are assigned to him from time to time by the Board of Directors.
(d) The Secretary and the Treasurer, shall perform such duties as are
incident to their offices, or are properly required of them by the Board of
Directors, or are assigned to them by the Articles of Incorporation or by these
By-Laws. The Assistant Secretaries, if any, in the order of their seniority,
shall, in the absence of the Secretary, perform the duties and exercise the
power of the Secretary, and shall perform such other duties as may be assigned
by the Board of Directors.
(e) Other subordinate officers appointed by the Board of Directors
shall exercise such powers and perform such duties as may be delegated to them
by the resolutions appointing them, or by subsequent resolutions adopted from
time to time.
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(f) In case of the absence or disability of any officer of the
Corporation and of any person hereby authorized to act in his place during such
period of absence or disability, the Board of Directors may from time to time
delegate the powers and duties of such officer to any other officer, or any
director, or any other person whom it may select.
Section 6. Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors. No officer shall be ineligible to
receive such salary by reason of the fact that he is also a Director of the
Corporation and receiving compensation therefor.
Section 7 added by amendment - 2/25/98
ARTICLE VI
Certificates of Stock
Section 1. Form.
(a) The interest of each shareholder of the Corporation shall be
evidenced by certificates for shares of stock, certifying the number of shares
represented thereby and in such form not inconsistent with the Articles of
Incorporation as the Board of Directors may from time to time prescribe.
(b) The certificates of stock shall be signed by the Chairman of the
Board, or the President or a Vice-President and by the Secretary or an Assistant
Secretary or the Treasurer, and sealed with the seal of the Corporation. Such
seal may be a facsimile, engraved or printed. Where any certificate is manually
signed by a transfer agent, a transfer clerk and/or by a registrar, the
signatures of the Chairman of the Board, President, Vice-President, Secretary,
or Treasurer upon such certificate may be facsimiles, engraved or printed. In
case any officer who has signed or whose facsimile signature has been placed
upon any certificate shall have ceased to be such before the certificate is
issued, it may be issued by the Corporation with the same effect as if such
officer had not ceased to be such at the time of its issue.
Section 2. Subscriptions for Shares. Unless the subscription agreement
provides otherwise, subscription for shares, regardless of the time when they
are made, shall be paid in full at such time, or in such installments and at
such periods, as shall be specified by the Board of Directors. All calls for
payments on subscriptions shall carry the same terms with regard to, and be
ratable as to all shares of, the same class or series.
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AMENDMENT TO BYLAWS
OF
ROCHESTER GEAR, INC.
Adopted by the Board of Directors: February 25, 1998
RESOLVED, that Article V of the Corporation's By-Laws is hereby amended by
adding thereto a new Section 7 reading in its entirety as follows:
Section 7. Execution of Documents. Notwithstanding any other
provision of these By-Laws, the board of directors shall have power to
designate the officers and agents who shall have authority to execute any
instrument, contract, or other document on behalf of the Corporation.
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Section 3. Transfers.
(a) Transfers of shares of the capital stock of the Corporation shall
be made only on the stock transfer books of the Corporation by the registered
owner thereof, or by his duly authorized attorney, with a transfer clerk or
transfer agent appointed as provided in Section 5. of this Article of the
By-Laws, and on surrender of the certificates for such shares properly endorsed
and with all taxes thereon paid.
(b) The person in whose name shares of stock stand on the stock
transfer books of the Corporation shall be deemed by the Corporation to be the
owner thereof for all purposes. However, if any transfer of shares is made only
for the purpose of furnishing collateral security, and such fact is made known
to the Secretary of the Corporation, or to the Corporation's transfer clerk or
transfer agent, the entry of the transfer shall record such fact.
Section 4. Lost, Destroyed, or Stolen Certificates. No certificate for
shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen except on production of evidence,
satisfactory to the Board of Directors, of such loss, destruction or theft, and,
if the Board of Directors so requires, upon the furnishing of an indemnity bond
in such amount (but not to exceed twice the value of the shares represented by
the certificate) and with such terms and such surety as the Board of Directors
may, in its discretion, require.
Section 5. Transfer Agent or Registrar. The Board of Directors may
appoint one or more transfer agents or transfer clerks and one or more
registrars, and may require all certificates for shares to bear the signature,
or signatures of any of them. In absence of appointment of a transfer agent or
transfer clerk, the Secretary of the Corporation shall assume the duties
thereof.
ARTICLE VII
Corporate Actions
Section 1. Deposits. The Board of Directors shall select banks, trust
companies, or other depositories in which all funds of the Corporation not
otherwise employed shall, from time to time, be deposited to the credit of the
Corporation.
Section 2. Voting Securities Held by the Corporation. Unless otherwise
ordered by the Board of Directors, the Chairman of the Board or the President
shall have full power and authority
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on behalf of the Corporation to attend, act and vote at any meeting of security
holders of other corporations in which the Corporation may hold securities. At
such meeting the Chairman of the Board or the President shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities which the Corporation might have possessed and exercised if it had
been present. The Board of Directors may, from time to time, confer like powers
upon any other person or persons.
Section 3. Certifications. The President, the Secretary and any
Assistant Secretary shall each have the authority to issue and certify a copy of
these By-Laws or any part hereof, as they may be in effect from time to time,
and the President and the Secretary shall each have the further authority to
certify the general or specific powers and authority of other officers and
employees to execute contracts, instruments and obligations of the Corporation.
ARTICLE VIII
Fiscal Year
The fiscal year shall begin the first day of April in each year.
ARTICLE IX
Amendment of By-Laws
The shareholders or the Board of Directors may alter, amend, add to, or
repeal these By-Laws.
Approved and Adopted
June 3, 1982
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