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EXHIBIT 3.7
BYLAWS
OF
VELTRI HOLDINGS USA, INC.
ARTICLE I
RECORDS PERTAINING TO SHARE OWNERSHIP
Section 1. Recognition of Shareholders. Veltri Holdings USA, Inc. (the
"Corporation") is entitled to recognize a person registered on its books as the
owner of shares of the Corporation as having the exclusive right to receive
dividends and to vote those shares, notwithstanding any other person's equitable
or other claim to, or interest in, those shares.
Section 2. Transfer of Shares. Shares are transferable only on the books of
the Corporation, subject to any transfer restrictions imposed by the Articles of
Incorporation, these Bylaws, or an agreement among shareholders and the
Corporation. Shares may be so transferred upon presentation of the certificate
representing the shares, endorsed by the appropriate person or persons, and
accompanied by (a) reasonable assurance that those endorsements are genuine and
effective, and (b) a request to register the transfer. Transfers of shares are
otherwise subject to the provisions of the Indiana Business Corporation Law (the
"Act") and Article 8 of the Indiana Uniform Commercial Code.
Section 3. Certificates. Each shareholder is entitled to a certificate
signed (manually or in facsimile) by the President and the Secretary or an
Assistant Secretary, setting forth (a) the name of the Corporation and that it
was organized under Indiana law, (b) the name of the person to whom issued, and
(c) the number of shares represented. The Board of Directors shall prescribe the
form of the certificate.
Section 4. Lost or Destroyed Certificates. A new certificate may be issued
to replace a lost or destroyed certificate. Unless waived by the Board of
Directors, the shareholder in whose name the certificate was issued shall make
an affidavit or affirmation of the fact that his certificate is lost or
destroyed, shall advertise the loss or destruction 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.
ARTICLE II
Meetings of the Shareholders
Section 1. Annual Meetings. Annual meetings of the shareholders shall be
held on the third Wednesday in February of each year, or on such other date as
may be designated by the Board of Directors.
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Section 2. Special Meetings. Special meetings of the shareholders may be
called by the President or by the Board Of Directors. Special meetings of the
shareholders shall be called upon delivery to the Secretary of the Corporation
of one or more written demands for a special meeting of the shareholders
describing the purposes of that meeting and signed and dated by the holders of
at least 25 % of all the votes entitled to be cast on any issue proposed to be
considered at that meeting.
Section 3. Notice of Meetings. The Corporation shall deliver or mail
written notice stating the date, time, and place of any shareholders' meeting
and, in the case of a special shareholders' meeting or when otherwise required
by law, a description of the purposes for which the meeting is called, to each
shareholder of record entitled to vote at the meeting, at such address as
appears in the records of the Corporation and at least 10, but no more than 60,
days before the date of the meeting.
Section 4. Waiver of Notice. A shareholder may waive notice of any meeting,
before or after the date and time of the meeting as stated in the notice, by
delivering a signed waiver to the Corporation for inclusion in the minutes. A
shareholder's attendance at any meeting, in person or by proxy (a) waives
objection to lack of notice or defective notice of the meeting, unless the
shareholder at the beginning of the meeting objects to holding the meeting or
transacting business at the meeting, and (b) waives objection to consideration
of a particular matter at the meeting that is not within the purposes described
in the meeting notice, unless the shareholder objects to considering the matter
when it is presented.
Section 5. Record Date. The Board of Directors may fix a record date, which
may be a future date, for the purpose of determining the shareholders entitled
to notice of a shareholders' meeting, to demand a special meeting, to vote, or
to take any other action. A record date may not exceed 70 days before the
meeting or action requiring a determination of shareholders. If the Board of
Directors does not fix a record date, the record date shall be the 10th day
prior to the date of the meeting or other action.
Section 6. Voting by Proxy. A shareholder may appoint a proxy to vote or
otherwise act for the shareholder pursuant to a written appointment form
executed by the shareholder or the shareholder's duly authorized
attorney-in-fact. An appointment of a proxy is effective when received by the
Secretary or other officer or agent of the Corporation authorized to tabulate
votes. The general proxy of a fiduciary is given the same effect as the general
proxy of any other shareholder. A proxy appointment is valid for 11 months
unless otherwise expressly stated in the appointment form.
Section 7. Voting Lists. After a record date for a shareholders' meeting
has been fixed, the Secretary shall prepare an alphabetical list of all
shareholders entitled to notice of the meeting showing the address and number of
shares held by each shareholder. The list shall be kept on file at the principal
office of the Corporation or at a place identified in the meeting notice in the
city where the meeting will be held. The list shall be available for inspection
and copying by any shareholder entitled to vote at the meeting, or by the
shareholder's agent or
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attorney authorized in writing, at any time during regular business hours,
beginning 5 business days before the date of the meeting through the meeting.
The list shall also be made available to any shareholder, or to the
shareholder's agent or attorney authorized in writing, at the meeting and any
adjournment thereof. Failure to prepare or make available a voting list with
respect to any shareholder's meeting shall not affect the validity of any action
taken at such meeting.
Section 8. Quorum; Approval. At any meeting of shareholders, a majority of
the votes entitled to be cast on a matter at the meeting constitutes a quorum.
If a quorum is present when a vote is taken, action on a matter is approved if
the votes cast in favor of the action exceed the votes cast in opposition to the
action, unless a greater number is required by law, the Articles of
Incorporation, or these Bylaws.
Section 9. Action by Consent. Any action required or permitted to be taken
at a shareholders' meeting may be taken without a meeting if the action is taken
by all the shareholders entitled to vote on the action. The action must be
evidenced by one or more written consents describing the action taken, signed by
all the shareholders entitled to vote on the action, and delivered to the
Corporation for inclusion in the minutes. If not otherwise determined pursuant
to Section 5 of this Article II, the record date for determining shareholders
entitled to take action without a meeting is the date the first shareholder
signs the consent to such action.
Section 10. Presence. Any or all shareholders may participate in any annual
or special shareholders' meeting by, or through the use of, any means of
communication by which all shareholders participating may simultaneously hear
each other during the meeting. A shareholder so participating is deemed to be
present in person at the meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Powers and Duties. All corporate powers are exercised by or
under the authority of, and the business and affairs of the Corporation are
managed under the direction of, the Board of Directors, unless otherwise
provided in the Articles of Incorporation.
Section 2. Number and Terms of Office; Qualifications. The Corporation
shall have one (1) director. Directors are elected at each annual shareholders'
meeting and serve for a term expiring at the following annual shareholders'
meeting. A director who has been removed pursuant to Section 3 of this Article
III ceases to serve immediately upon removal; otherwise, a director whose term
has expired continues to serve until a successor is elected and qualifies or
until there is a decrease in the number of directors. A person need not be a
shareholder or an Indiana resident to qualify to be a director.
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Section 3. Removal. Any director may be removed with or without cause by
action of the shareholders taken at any meeting the notice of which states that
one of the purposes of the meeting is removal of the director.
Section 4. Vacancies. If a vacancy occurs on the Board of Directors,
including a vacancy resulting from an increase in the number of directors, the
Board of Directors may fill the vacancy. If the directors remaining in office
constitute fewer than a quorum of the Board, the directors remaining in office
may fill the vacancy by the affirmative vote of a majority of those directors.
Any director elected to fill a vacancy holds office until the next annual
meeting of the shareholders and until a successor is elected and qualifies.
Section 5. Annual Meetings. Unless otherwise agreed by the Board of
Directors, the annual meeting of the Board of Directors shall be held
immediately following the annual meeting of the shareholders, at the place where
the meeting of shareholders was held, for the purpose of electing officers and
considering any other business which may be brought before the meeting. Notice
is not necessary for any annual meeting.
Section 6. Regular and Special Meetings. Regular meetings of the Board of
Directors may be held pursuant to a resolution of the Board of Directors
establishing a method for determining the date, time, and place of those
meetings. Notice is not necessary for any regular meeting. Special meetings of
the Board of Directors may be held upon the call of the President or of any
director and upon 24 hours' written or oral notice specifying the date, time,
and place of the meeting. Notice of a special meeting may be waived in writing
before or after the time of the meeting. The waiver must be signed by the
director entitled to the notice and filed with the minutes of the meeting.
Attendance at or participation in a meeting waives any required notice of the
meeting, unless at the beginning of the meeting (or promptly upon the director's
arrival) the director objects to holding the meeting or transacting business at
the meeting and does not thereafter vote for or assent to action taken at the
meeting.
Section 7. Quorum. A quorum for the transaction of business at any meeting
of the Board of Directors consists of a majority of the number of directors
specified in Section 2 of this Article III. If a quorum is present when a vote
is taken, action on a matter is approved if the action receives the affirmative
vote of a majority of the directors present.
Section 8. 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 the
action is taken by all directors then in office. The action must be evidenced by
one or more written consents describing the action taken, signed by each
director, and included in the minutes. Action of the Board of Directors taken by
consent is effective when the last director signs the consent, unless the
consent specifies a prior or subsequent effective date.
Section 9. Committees. The Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve on them. Each
committee may have one or more members, who serve at the pleasure of the Board
of Directors. The creation of a
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committee and appointment of members to it must be approved by the greater of
(i) a majority of all the directors in office when the action is taken, or (ii)
the number of directors required under Section 7 of this Article III to take
action. All rules applicable to action by the Board of Directors apply to
committees and their members. The Board of Directors may specify the authority
that a committee may exercise; however, a committee may not (a) authorize
distributions, except a committee may authorize or approve a reacquisition of
shares if done according to a formula or method prescribed by the Board of
Directors, (b) approve or propose to shareholders action that must be approved
by shareholders, (c) fill vacancies on the Board of Directors or on any of its
committees, (d) amend the Articles of Incorporation, (e) adopt, amend, or repeal
these Bylaws, (f) approve a plan of merger not requiring shareholder approval,
or (g) authorize or approve the issuance or sale or a contract for the sale of
shares, or determine the designation and relative rights, preferences, and
limitations of a class or series of shares, except the Board of Directors may
authorize a committee to so act within limits prescribed by the Board of
Directors.
Section 10. Presence. The Board of Directors may permit any or all
directors to participate in any annual, regular, or special meeting by any means
of communication by which all directors participating may simultaneously hear
each other during the meeting. A director so participating is deemed to be
present in person at the meeting.
Section 11. Compensation. Each director shall receive such compensation for
service as a director as may be fixed by the Board of Directors.
ARTICLE IV
OFFICERS
Section 1. Officers. The Corporation shall have a President, a Vice
President, a Secretary, a Treasurer, and such assistant officers as the Board of
Directors or the President designates. The same individual may simultaneously
hold more than one office.
Section 2. Terms of Office. Officers are elected at each annual meeting of
the Board of Directors and serve for a term expiring at the following annual
meeting of the Board of Directors. An officer who has been removed pursuant to
Section 4 of this Article IV ceases to serve as an officer immediately upon
removal; otherwise, an officer whose term has expired continues to serve until a
successor is elected and qualifies.
Section 3. Vacancies. If a vacancy occurs among the officers, the Board of
Directors may fill the vacancy. Any officer elected to fill a vacancy holds
office until the next annual meeting of the Board of Directors and until a
successor is elected and qualifies.
Section 4. Removal. Any officer may be removed by the Board of Directors at
any time with or without cause.
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Section 5. Compensation. Each officer shall receive such compensation for
service in office as may be fixed by the Board of Directors.
Section 6. President. The President is the chief executive officer of the
Corporation and is responsible for managing and supervising the affairs and
personnel of the Corporation, subject to the general control of the Board of
Directors. The President presides at all meetings of shareholders and directors.
The President, or proxies appointed by the President, may vote shares of other
corporations owned by the Corporation. The President has authority to execute,
with the Secretary, powers of attorney appointing other corporations,
partnerships, or individuals as the agents of the Corporation, subject to law,
the Articles of Incorporation, and these Bylaws. The President has such other
powers and duties as the Board of Directors may from time to time prescribe.
Section 7. Secretary. The Secretary is responsible for (a) attending all
meetings of the shareholders and the Board of Directors, (b) preparing true and
complete minutes of the proceedings of all meetings of the shareholders, the
Board of Directors, and all committees of the Board of Directors, (c)
maintaining and safeguarding the books (except books of account) and records of
the Corporation, and (d) authenticating the records of the Corporation. If
required, the Secretary attests the execution of deeds, leases, agreements,
powers of attorney, certificates representing shares of the Corporation, and
other official documents by the Corporation. The Secretary serves all notices of
the Corporation required by law, the Board of Directors, or these Bylaws. The
Secretary has such other duties as the Board of Directors may from time to time
prescribe.
Section 8. Assistant Officers. The Board of Directors or the President 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 specify and
delegate to them, and such other powers and duties as the Board of Directors or
the President may from time to time prescribe. An Assistant Secretary may,
during the absence or disability of the Secretary, discharge all
responsibilities imposed upon the Secretary of the Corporation, including,
without limitation, attest the execution of all documents by the Corporation.
ARTICLE V
Miscellaneous
Section 1. Records. The Corporation shall keep as permanent records minutes
of all meetings of the shareholders, the Board of Directors, and all committees
of the Board of Directors, and a record of all actions taken without a meeting
by the shareholders, the Board of Directors, and all committees of the Board of
Directors. The Corporation or its agent shall maintain a record of the
shareholders in a form that permits preparation of a list of the names and
addresses of all shareholders, in alphabetical order showing the number of
shares held by each. The Corporation shall maintain its records in written form
or in a form capable of conversion into written form within a reasonable time.
The Corporation shall keep a copy of
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the following records at its principal office: (a) the Articles of Incorporation
then currently in effect, (b) the Bylaws then currently in effect, (c) minutes
of all shareholders' meetings, and records of all actions taken by shareholders
without a meeting, for the past 3 years, (d) all written communications to
shareholders generally during the past 3 years, including annual financial
statements furnished upon request of the shareholders, (e) a list of the names
and business addresses of the current directors and officers, and (f) the most
recent annual report filed with the Indiana Secretary of State.
Section 2. Execution of Contracts and Other Documents. Unless otherwise
authorized or directed 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, and, if required, attested by the Secretary or
an Assistant Secretary.
Section 3. Accounting Year. The accounting year of the Corporation begins
on November 1 of each year and ends on the October 31 immediately following.
Section 4. Coporate Seal. The Corporation has no seal.
ARTICLE VI
Amendment
These Bylaws may be amended or repealed only by the Board of Directors. The
affirmative vote of a majority of all the directors is necessary to amend or
repeal these Bylaws.
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Secretary's Initials
March 4, 1992
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Date
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