EXHIBIT 3.19
FELT PRODUCTS MFG. CO.
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B Y - L A W S
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ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of
directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Skokie, State of Illinois, at such
place
as may be fixed from time to time by the board of directors. Meetings of
stockholders for any other purpose may be held at such time and place,
within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
1. Section 2 of Article II of the By-laws is hereby deleted in its
entirety and the following substituted in its place:
"Section 2. Annual meetings of stockholders, commencing with the year
1986, shall be held on such date and time as shall be designated from time
to time by the board of directors and stated in the notice of the meeting,
at which the stockholders shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought
before the meeting."
Section 3. Written notice of the annual meeting shall be given to
each stockholder entitled to vote thereat at least ten days before the
date of the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every
election of directors, a complete list of the stockholders entitled
to vote at said election, arranged in alphabetical order, showing the
address of and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any
stockholder, during ordinary business hours, for a period of at least ten
days prior to the election, either at a place within the city, town or
village where the election is to be held and which place shall be
specified in the notice of the meeting, or, if not specified, at the place
where said meeting is to be held, and the list shall be produced and kept
at the time and place of election during the whole time thereof, and
subject to the inspection of any stockholder who may be present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the
board of directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued
and outstanding and entitled
to vote. Such request shall state the purpose or purposes of the proposed
meeting.
Section 6. Written notice of a special meeting of stockholders,
stating the time, place and object thereof, shall be given to each
stockholder entitled to vote thereat, at least ten days before the date
fixed for the meeting.
Section 7. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders
for the transaction of business except as otherwise provided by statute or
by the certificate of incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting,
until a quorum shall be present or represented. At such adjourned meeting
at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the certificate of incorporation, a different vote is
required in which case such express provision shall govern and control the
decision of such question.
Section 10. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share
of the capital stock having voting power held by such stockholder, but no
proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for
the determination of its stockholders
entitled to vote, no share of stock shall be voted on at any election for
directors which has been transferred on the books of the corporation
within twenty days next preceding such election of directors. At all
elections of directors of the corporation each stockholder having voting
power shall be entitled to exercise the right of cumulative voting as
provided in the certificate of incorporation.
Section 11. Whenever the vote of stockholders at a meeting thereof
is required or permitted to be taken in connection with any corporate
action by any provisions of the statutes or of the certificate of
incorporation, the meeting and vote of stockholders may be dispensed with,
if all the stockholders who would have been entitled to vote upon the
action if such meeting were held, shall consent in writing to such
corporate action being taken.
ARTICLE III
DIRECTORS
2. Section 1 of Article III of the By-laws is hereby deleted in its
entirety and the following substituted in its place:
"Section 1. The number of directors which shall constitute the whole board
shall be not less than one nor more than nine. Within the limits above
specified, the number of directors shall be determined by resolution of
the board of directors. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this
Article, and each director elected shall hold office until his successor
is elected and qualified. Director's need not be stockholders."
Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a
majority of the directors then in office, though less than a quorum, and
the directors so chosen shall hold office until the next annual election
and until their successors are duly elected and shall qualify, unless
sooner displaced.
Section 3. The business of the corporation shall be managed by its
board of directors which may exercise all such powers of the corporation
and do all such lawful acts and things as are not by statute or by the
certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.
INTERESTED DIRECTORS
Section 4. No director of the corporation shall be disqualified by
his office from dealing or contracting with the corporation as vendor,
purchaser or otherwise, nor shall any contract or other transaction of the
corporation be void or voidable by reason of the fact that any of its
directors or any firm or association of which any of its directors ----
3. Section 4 of Article III of the By-laws is hereby deleted in its
entirety.
contract, provided that the fact of such interest be disclosed or known to
the board of directors and provided that the board of directors shall
authorize, approve or ratify such contract or transaction by the vote (not
counting the vote of any such director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which
such action is taken. Such director or directors may be counted in
determining the presence of a quorum at such meeting. No director shall be
liable in any way with respect to any such transaction or contract which
shall be authorized, approved or ratified as aforesaid. This article shall
not be construed to invalidate or in any way affect any contract or other
transaction
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 6. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the
vote of the stockholders at the annual meeting and no notice of such
meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present. In the
event of the failure of the stockholders to fix the time or place of such
first meeting of the newly elected board of directors, or in the event
such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings
of the board of directors, or as shall be specified in a written waiver
signed by all of the directors.
Section 7. Regular meetings of the board
of directors may be held without notice at such time and at such place as
shall from time to time be determined by the board.
Section 8. Special meetings of the board may be called by the
president on two days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the president or
secretary in like manner and on like notice on the written request of two
directors.
Section 9. At all meetings of the board not less than a majority of
the directors shall constitute a quorum for the transaction of business
and the act of a majority of the directors present at any meeting at which
there is a quorum shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the certificate of
incorporation. If a quorum shall not be present at any meeting of the
board of directors the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws,
4. Section 10 of Article III of the By-laws is hereby amended by deleting
the words "prior to such action" from the fifth and sixth lines thereof, so that
said Section reads in its entirety as follows:
"Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be
taken at any meeting of the board of directors or of any committee thereof
may be taken without a meeting, if a written consent thereto is signed by
all members of the board or of such committee as the case may be, and such
written consent is filed with the minutes of proceedings of the board or
committee.
resolution passed by a majority of the whole board, designate one or
more committees, each committee to consist of two or more of the
directors of the corporation, which, to the extent provided in the
resolution, shall have and may exercise the powers of the board of
directors in the management of the business and affairs of the
corporation and may authorize the seal of the corporation to be
affixed to all papers which may require it; provided, in the absence
or disqualification of any member of such committee or committees,
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 member of the board of
directors to act
at the meeting in the place of any such absent or disqualified
member. Such committee or committees shall have such name or names
as may be determined from time to time by resolution adopted by the
board of directors.
Section 12. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 13. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a
fixed sum for attendance at each meeting of the board of directors or a
stated salary as director. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally
or mailed to the directors or stockholders at their addresses appearing on
the books of the corporation. Notice by mail shall be deemed to be given
at the time when the same shall be mailed. Notice to directors may also be
given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
5. Section 1 of Article V of the By-laws is hereby amended by deleting
the first sentence thereof and substituting the following in its place:
"The officers of the corporation shall be chosen by the board of directors
and shall be a chairman of the board or chairmen of the board, a
president, one or more vice-presidents (the number thereof to be
determined by the board of directors), and a treasurer and a secretary,
and such assistant treasurers, assistant secretaries or other officers as
may be elected or appointed by the board of directors."
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed
by the board of directors may be removed at any time by the affirmative
vote of a majority of the board of directors. Any vacancy occurring in any
office of the corporation shall be filled by the board of
6. A new Section 5A is hereby added to Article V of the By-laws as
follows:
THE CHAIRMAN OR CO-CHAIRMEN OF THE BOARD
"5A. The chairman or co-chairmen of the board shall be chosen from among
the members of the board. The chairman or co-chairmen of the board shall
perform such duties as may be assigned to him or them by the President or
by the board of directors."
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the
board of directors, shall have general and active management of the
business of the corporation and shall see that all orders and resolutions
of the board of directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required
or permitted by law to be otherwise signed and executed and except where
the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. The vice-president, or if there shall be more than one,
the vice-presidents in the order determined by the board of directors,
shall, in the absence or disability of the president, perform the duties
and exercise the powers of the president and shall perform such other
duties and have such other powers as the board of directors may from time
to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the
proceedings of the meetings of the corporation and of the board of
directors in a book to be kept for that purpose and shall perform like
duties for the standing committees when required. He shall give, or cause
to be given, notice of all meetings of the stockholders and special
meetings of the board of directors, and shall perform such other duties as
may be prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the corporate seal of
the corporation and he, or an assistant secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may
be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by
his signature.
Section 10. The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of
directors, shall, in the absence or disability of the secretary, perform
the duties and exercise the powers of the secretary and shall perform such
other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation and shall deposit
all moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of
directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of
directors, at its regular meetings, or when the board of directors so
requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum
and with such surety or sureties as shall be satisfactory to the board of
directors for the faithful performance of the duties of his office and for
the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money
and other property of whatever kind in his possession or under his control
belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of
directors, shall, in the absence or disability of the treasurer, perform
the duties and exercise the powers of the treasurer and shall perform such
other duties and have such other powers as the board of directors may from
time to time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the
name of the corporation by, the chairman or vice-chairman of the board of
directors, the president or a vice-president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in the
corporation. If the corporation shall be authorized to issue more than one
class of stock, or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights
of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate which
the corporation shall issue to represent such class of stock; provided,
however, that except as otherwise provided in Section 194 of the General
Corporation Law of Delaware, in lieu of the foregoing requirements, there
may be set forth on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock,
statement that the corporation will furnish without charge to each
stockholder who
so requests, the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof
and the qualifications, limitations or restrictions of such preferences
and/or rights.
Section 2. Where a certificate is signed (1) by a transfer agent or
an assistant transfer agent or (2) by a transfer clerk acting on behalf of
the corporation and a registrar, the signature of any such chairman or
vice-chairman of the board of directors, president, vice-president,
treasurer, assistant treasurer, secretary or assistant secretary may be
facsimile. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate
or certificates shall cease to be such officer or officers of the
corporation, whether because of death, resignation or otherwise, before
such certificate or certificates have been delivered by the corporation,
such certificate or certificates may nevertheless be adopted by the
corporation and be issued and delivered as though the person or per-
sons who signed such certificate or certificates or whose facsimile
signature or signatures have been used thereon had not ceased to be such
officer or officers of the corporation.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the same in
such manner as it shall require and/or to give the corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have
been lost or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. The board of directors may close the stock transfer books
of the corporation for a period not exceeding fifty days preceding the
date of any meeting of stockholders or the date for 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
for a period of not exceeding fifty days in connection with obtaining the
consent of stockholders for any purpose. In lieu of closing the stock
transfer books as aforesaid, the board of directors may fix in advance a
date, not exceeding fifty 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 of 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.
REGISTERED STOCKHOLDERS
Section 6. 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, and to hold liable for
calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may
be declared by the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares
of
the capital stock, subject to the provisions of the certificate of
incorporation.
Section 2. Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by
vote of the stockholders, a full and clear statement of the business and
condition of the corporation.
CHECKS
Section 4. All checks or demands for
money and notes of the corporation shall be signed by such officer or
officers or such other person or persons as the board of directors may
from time to time designate.
FISCAL YEAR
Section 5. The fiscal year shall begin the first day of January and
end on December thirty-first or as otherwise fixed from time to time by
resolution of the Board of Directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered or repealed at any regular
meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice
of such alteration or repeal be contained in the notice of such special
meeting.
7. Section 1 of Article VIII of the By-laws is hereby amended by deleting
the last sentence thereof.
8. A new Article IX is hereby added as follows:
"ARTICLE IX
INDEMNIFICATION OF DIRECTORS AND OFFICERS
"Section 1. The corporation shall to the full extent permitted by Section
145 of the Delaware General Corporation Law, as amended from time to time,
indemnify all officers and directors of the corporation. The indemnification
authorized hereby shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under or through any agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in the official capacity of those seeking
indemnification and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such
persons."