EXHIBIT 3.7
BYLAWS
OF
FEDERAL-MOGUL GLOBAL INC.
ARTICLE I
Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders of
Federal-Mogul Global Inc. (the "Corporation") shall be held on the fourth
Wednesday in May of each year at the time stated in the notice of meeting, for
the purpose of electing directors and for the transaction of such other business
as may be determined by the Board of Directors or as otherwise properly may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday at the place of meeting, such meeting shall be held on the next
succeeding business day.
Section 2. Special Meeting. Special meetings of the shareholders may be called
by the Chairman of the Board, or by the President, or by the Board of Directors,
or by the holders of not less than twenty percent of all the outstanding shares
of the Corporation entitled to vote.
Section 3. Place of Meeting. The Board of Directors may designate any place
either within or without the State of Delaware as the place of meeting for any
annual or special meeting of shareholders called by the Board of Directors. If
no designation is made or if a special meeting be called otherwise than by the
Board of Directors, the place of meeting shall be the headquarters of the
Corporation in the State of Michigan.
Section 4. Notice of Meetings. Written or printed notice stating the time, place
and purposes of a meeting of shareholders shall be given not less than ten nor
more than sixty days before the date of the meeting, by mail, by or at the
direction of the Chairman of the Board, the President, the Secretary, or the
directors or persons calling the meeting, to each shareholder of record entitled
to vote at such meeting. If mailed, such notice shall be deemed to be given when
deposited in the United States mail in a sealed envelope addressed to the
shareholder at his address as it appears on the records of the Corporation, with
postage thereon prepaid.
Section 5. Adjourned Meetings. Notice need not be given of an adjourned meeting
of shareholders if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting only such business may
be transacted as might have been transacted at the original meeting. If after
the adjournment the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record on the new record date entitled to vote at the meeting.
Section 6. Voting Lists. It shall be the duty of the officer or agent who shall
have charge of the stock transfer books for shares of the Corporation to make
and certify a complete list of the shareholders entitled to vote at a
shareholder's meeting or any adjournment thereof, arranged in alphabetical order
within each class and series, with the addresses of, and the number of shares
held by, each shareholder. Such list shall be produced at the time and place of
the meeting, shall be subject to the inspection by any shareholder during the
whole time of the meeting, and shall be prima facie evidence as to who are the
shareholders entitled to examine such list or to vote in person or by proxy at
such meeting.
Section 7. Quorum. Unless a greater or lesser quorum is provided by law, a
majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders. The shareholders present in person or by proxy at such meeting may
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum. Whether or not a quorum is
present, the meeting may be adjourned by a vote of the shares present.
Section 8. Manner of Acting. The election of directors shall be determined by a
plurality of the votes thereon or their proxies. Except as otherwise provided by
law, or by the Articles of Incorporation, all other matters shall be determined
by a majority of the votes cast by the holders of shares entitled to vote
thereon or their proxies.
ARTICLE I
Directors
Section 1. General Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, except as otherwise provided by law or by the
Articles of Incorporation.
Section 2. Number, Tenure and Qualifications. The number of directors of the
Corporation shall be as determined from time to time by the Board of Directors
but shall not be less than two nor more than eleven. Each director shall hold
office for the term for which he is named or elected and until his successor
shall have been elected and qualified, or until his resignation or removal..
Section 3. Annual Meetings. The newly elected Board of Directors shall meet
immediately following the annual meeting of shareholders at the place where such
annual shareholders meeting is held for the purpose of the organization of the
Board, the election of officers, and the transactions of such other business as
may properly come before the meeting, and no notice of such meeting shall be
necessary.
Section 4. Regular Meeting. Regular meetings of the Board of Directors may be
held without notice at such times and at such places, within or without the
State of Delaware, as shall from time to time be determined by the Board.
Section 5. Special Meetings. Special Meetings of the Board of Directors may be
called by the Chairman of the Board, the President or a majority of the
directors, and shall be called at the request of any two directors. Such
meetings, if called by the Chairman of the Board, the President or by a majority
of the directors may be held at such place within or without the State of
Delaware as the Chairman of the Board, the President or as a majority of the
Board of Directors may from time to time determine. If any such special meetings
are called other than by
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the Chairman of the Board, the President or a majority of the Board of
Directors, they shall be held at the headquarters of the Corporation in the
State of Michigan unless otherwise consented to in writing by all of the
directors or unless previous nuclear attack prevents the holding of a meeting at
such place, in which case such meeting shall be held as close to such registered
office as possible.
Section 6. Notice. Notice of any special meeting of directors shall be given by
or at the direction of the Chairman of the Board, the President, the Secretary
or the directors calling the meeting by written notice delivered personally or
mailed to each director at his business address, by telegram or by facsimile. If
mailed, such notice shall be given at least four days prior to the meeting and
shall be deemed to be given when deposited in the Untied States mail in a sealed
envelope so addressed, with postage thereon prepaid. If notice be given by
telegram or facsimile, such notice shall be given at least twenty-four hours
prior to the meeting and shall be deemed to be given when the telegram is
delivered to the telegraph company or successful transmission of facsimile. Any
director may waive notice of any meeting. The attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. A director may participate in a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation shall
constitute attendance at any meeting. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.
Section 7. Quorum. A majority of the Board of Directors then in office shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but, if less than a majority of the directors are present at said
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
Section 8. Manner of Acting. The vote of the majority of directors present at
the meeting at which a quorum is present shall be the act of the Board of
Directors, unless a larger number is required by law, the Articles of
Corporation or these Bylaws.
Section 9. Vacancies. Vacancies in the Board of Directors may be filled by a
majority of the remaining members of the Board though less than a quorum. Such
vacancies may be filled for a term of office continuing only until the next
election of Directors by the Shareholders.
Section 10. Compensations. Directors as such shall not receive any stated
salaries for their services, but by resolution of the Board of Directors, adopt
by a majority of directors then in office, a fixed sum and expenses of
attendance, if any may be allowed for attendance at each meeting of the Board of
Directors; provided that nothing herein contained shall be construed to preclude
any director from serving the Corporation in any capacity other than as a
director or officer and receiving compensation therefor.
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Section 11 Committees. The Board of Directors may designate one or more
committees, each committee to consist of one or more directors, and may
designate one or more directors as alternate members of a committee to replace
an absent or disqualified member at a committee meeting. In the absence or
disqualification of a member of a committee, the members thereof present at a
meeting and not disqualified from voting, whether or not they constitute a
quorum, may by unanimous vote appoint another director to act at the meeting in
the place of such absent or disqualified member. Committees and each member
thereof shall serve at the pleasure of the Board.
To the extent provided by the resolution of the Board of Directors a committee
shall have and may exercise all powers and authority of the Board in the
management of the business and affairs of the Corporation.
ARTICLE III
Officers
Section 1. Number. The Board of Directors shall elect a Chairman of the Board, a
President, a Secretary and a Treasurer, and may elect a Vice Chairman of the
Board, a Controller, one or more Executive Vice Presidents, Vice Presidents,
Assistant Secretaries, Assistant Treasurers and such other officers and agents
as it may deem necessary for the transaction of the business of the Corporation.
No one of the said officers except the Chairman of the Board and the Vice
Chairman of the Board need be a director. Two or more 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 if the instrument is required by law or the Articles of Incorporation
or these Bylaws to be executed, acknowledged or verified by two or more
officers.
Section 2. Election and Term of Office. The officers of the Corporation shall be
elected annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of shareholders subject to the power of
the Board of Directors to designate any office at any time and elect any person
thereto. If the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as conveniently may be. Each officer
shall hold office for the term for which he is elected and until his successor
is elected and qualified or until his resignation or removal.
Section 3. Removal and Resignations. Any officer or agent may be removed by the
Board of Directors with or without cause. An officer may resign by written
notice to the Corporation. Such resignations shall be effective upon receipt by
the Corporation or at a subsequent time specified in the notice of resignation.
Section 4. Vacancies. The Board of Directors shall have the power to fill any
vacancies in any office occurring from whatever reason.
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Section 5. Authority of Officers, Agents and Employees, Generally, Except as
otherwise provided by law, the Articles of Incorporation or these Bylaws, all
officers, agents and employees of the Corporation shall have such powers and
perform such duties as from time to time may be prescribed by the Board of
Directors, or the Chairman of the Board. However, unless specifically authorized
by resolution of the Board of Directors, a person who is not an officer of the
Corporation shall have no authority to execute on its behalf any (1) contract
for the purchase or sale of lands or buildings, (2) deed, (3) lease of lands or
buildings, (4) mortgage, (5) instrument creating any lien on the personal or
real property of the Corporation or (6) contract or other instrument not entered
into in the ordinary course of business.
Section 6. The Chairman of the Board, The Vice Chairman of the Board and the
President. In addition to the powers and duties elsewhere herein conferred or
provided for, the Chairman of the Board, the Vice Chairman of the Board and the
President shall have the following powers and duties subject to the direction
and under the supervision of the board of Directors. The Chairman of the Board
shall preside at meetings of the Board of Directors and of the shareholders. In
the absence of the Chairman of the Board, the Vice Chairman of the Board, if
such office shall be created, shall so preside. The President shall preside at
meetings of the Board of Directors and of the shareholders in the absence of the
Chairman of the Board and any Vice Chairman of the Board.
Section 7. The Secretary. In addition to the powers and duties elsewhere herein
conferred or provided for, the Secretary shall have the following powers and
duties subject to the direction and under the supervision of the Board of
Directors and the Chairman of the Board. He shall attend all meetings of the
Board and all meetings of the shareholders and act as clerk thereof and record
all votes and the minutes of all proceedings in a book to be kept for the
purpose. He shall perform like duties for all directors' committees when
required. He shall have custody of the seal of the Corporation and shall have
authority to cause such seal to be affixed to or impressed or otherwise
reproduced upon all documents the execution of which on behalf of the
Corporation shall have been dully authorized. He shall cause to be kept records
containing the names and addresses of all shareholders of the Corporation, the
number, class and series of shares held by each and the dates when they
respectively became shareholders of record thereof at the headquarters of the
Corporation or at the office of its transfer agent within or without the State
of Delaware. In general, he shall perform the duties usually incident to the
office of Secretary. At any meeting of the shareholders or Board of Directors at
which the Secretary is not present a Secretary Pro Tempore or Clerk of the
meeting may be appointed by the meeting.
Section 8. The Treasurer. In addition to the powers and duties elsewhere herein
conferred or provided for, the Treasurer shall have the following powers and
duties subject to the direction and under the control of the Board of Directors
and the Chairman of the Board. He 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. He shall deposit all moneys
and other valuable effects in the name of and to the credit of the Corporation,
in such depositories as may be designated by the Board of Director, and, in
general, he shall perform the duties usually incident to the office of
Treasurer. If required by the Board of Directors, the Treasurer shall furnish
the corporation with a proper bond, in a sum and with one or more
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sureties 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 and belonging to the Corporation.
Section 9. Assistant Secretaries and Assistant Treasurers. In addition to the
powers and duties elsewhere herein conferred or provided for, Assistant
Secretaries and Assistant Treasurers shall have the following powers and duties
subject to the direction and under the supervision of the Board of Directors and
the Chairman of the Board. Any Assistant Secretary or Assistant Treasurer may
act as the Secretary or Treasurer, respectively, in the case of the sickness,
disability or temporary absence of the Secretary or Treasurer,s the case may be.
In addition, any Assistant Secretary shall have the authority to cause the seal
of the Corporation to be affixed to or impressed or otherwise reproduced upon
all documents the execution of which on behalf of the Corporation shall have
been duly authorized whether or not the Secretary is sick, disabled or absent.
ARTICLE IV
Fixing Record Date
In order to determine the shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or for
the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. If no record date is fixed, the record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholder shall
be at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held, and the record date for
determining shareholders for any other purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto. A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.
ARTICLE V
Loans, Checks, Deposits, etc.
Section 1. Loans. No loans shall be contracted on behalf of the Corporation and
no evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
Section 2. Checks. Drafts. etc. All checks, drafts, or other orders for the
payment of money notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officers, employees, or agents of the
Corporation and in such manner as shall from time to
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time be determined by or pursuant to and in accordance with general or specific
resolutions of the Board of Directors.
Section 3. Deposits. All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may select. Such
selection shall be by or pursuant to and accordance with a general or specific
resolution of the Board of Directors.
ARTICLE VI
Certificates for Shares
Section 1. Certificates for Shares. Certificates representing shares of the
Corporation shall be in such form conforming to applicable laws as may be
determined by the Board of Directors and shall be signed by or in the name of
the Corporation by the Chairman of the Board, the Vice Chairman of the Board,
the President or a Vice President and by the Treasurer, an Assistant Treasurer,
the Secretary or an Assistant Secretary of the Corporation, certifying the
number, and class and series of shares represented by such certificate. The
signatures of the officers may be facsimiles if the certificate is countersigned
by a transfer agent or registered by a registrar other than the Corporation or
its employee. In case any officer has signed or whose facsimile signature has
been places upon a certificate ceases to be such officer before such certificate
is issued it may be issued by the Corporation with the same effect as if he were
such officer at the date of issue.
Section 2. Lost Certificate. If a certificate of stock be lost or destroyed, a
new certificate of the identical tenor of the one alleged to be lost or
destroyed may be issued upon satisfactory proof of such loss or destruction,
and, if required by the Board of Directors, the giving of a bond sufficient to
indemnify the Corporation against any claim that may be made against the
Corporation on account of the alleged lost or destroyed certificate or the
issuance of such a new certificate.
Section 3. Transfer of Shares. Transfer of shares of the Corporation shall be
made only on the books of the Corporation by the registered holder thereof or by
his attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary or transfer agent of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed the owner thereof for all
purposes as regards the Corporation.
Section 4. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of the certificates for shares. It may appoint one or more transfer
agents or registrars or both, and may require all certificates to bear the
signature of either or both.
Section 5. Elimination of Certificates for Stock. The Corporation may by
resolution of the Board of Directors eliminate certificates representing shares
of the Corporation and provide for
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such other methods of recording, noticing ownership and disclosure as may be
provided by the rules of any national securities exchange on which such shares
are listed.
ARTICLE VII
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January
in each year and end on the thirty-first day of December in each year.
ARTICLE VIII
Seal
The following shall be the design for the corporate seal of the
Corporation: two concentric rings with the words "Federal-Mogul U.K. Holdings,
Inc., Delaware" between the circles and the words "Corporate Seal" in the
center, if deemed necessary by the Board of Directors.
ARTICLE IX
Emergency Provisions
Section 1. General. The provisions of this Article shall be operative only
during a national emergency declared by the President of the United States or
the person performing the President's functions, or in the event of a nuclear,
atomic or other attach on the United States or a disaster making it impossible
or impracticable for the Corporation to conduct its business without recourse to
the provisions of this Article. Said provisions in such event shall override all
other Bylaws of the Corporation in conflict with any provisions of this Article,
and shall remain operative so long as it remains impossible or impracticable to
continue the business of the Corporation otherwise, but thereafter shall be
inoperative; provided that all actions taken in good faith pursuant to such
provisions shall thereafter remain in full force and effect unless and until
revoked by action taken pursuant to the provisions of the Bylaws other than
those contained in this Article.
Section 2. Unavailable Directors. All directors of the Corporation who are not
available to perform their duties as directors by reason of physical or mental
incapacity or for any other reason or who are unwilling to perform their duties
or whose whereabouts are unknown shall automatically cease to be directors, with
like effect as if such persons had resigned as directors, so long as such
unavailability continues.
Section 3. Authorized Number of Directors. The authorized number of directors
shall be the number of directors remaining after eliminating those who have
ceased to be directors pursuant
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to Section 2 of this Article, or the minimum number required bylaw, whichever
number is greater.
Section 4. Quorum. The number of directors necessary to constitute a quorum
shall be one-third of the authorized number of directors as specified in the
foregoing Section, or such other minimum number as, pursuant to the law or
lawful decree then in force, it is possible for the Bylaws of a corporation to
specify.
Section 5. Creation of Emergency Committee. In the event the number of directors
remaining after eliminating those who have ceased to be directors pursuant to
Section 2 of this Article is less than the minimum number of authorized
directors required by law, then until the appointment of additional directors to
make up such required minimum, all the powers and authorities which the Board
could by law delegate, including all powers and authorities which the Board
could delegate to a committee, shall be automatically vested in an emergency
committee, and the emergency committee shall thereafter manage the affairs of
the Corporation pursuant to such powers and authorities and shall have all other
powers and authorities as may by law or lawful decree be conferred on any person
or body of persons during a period of emergency.
Section 6. Constitution of Emergency Committee. The emergency committee shall
consist of all the directors remaining after eliminating those who have ceased
to be directors pursuant to Section 2 of this Article, provided that such
remaining directors are not less than three in number. In the event such
remaining directors are less than three in number, the emergency committee shall
consist of three persons, who shall be the remaining director or directors and
either one or two officers or employees of the Corporation, as the remaining
director or directors may in writing designate. If there is no remaining
director, the emergency committee shall consist of the three most senior
officers of the Corporation who are available to serve, and if and to the extent
that officers are not available, the most senior employees of the Corporation.
Seniority shall be determined in accordance with any designation of seniority in
the minutes of the proceedings of the Board, and in the absence of such
designation, shall be determined by rate of remuneration. In the event that
there are no remaining directors and no officers or employees of the Corporation
available, the emergency committee shall consist of three persons designated in
writing by the shareholder owning the largest number of shares of record as of
the date of the last record date.
Section 7. Powers of Emergency Committee. The emergency committee, once
appointed, shall govern its own procedures and shall have power to increase the
number of members thereof beyond the original number, and in the event of a
vacancy or vacancies therein, arising at any time, the remaining member or
members of the emergency committee shall have the power to fill such vacancy or
vacancies. In the event at any time after its appointment all members of the
emergency committee shall die or resign or become unavailable to act for any
reason whatsoever, a new emergency committee shall be appointed in accordance
with the foregoing provisions of this Article.
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Section 8. Directors Becoming Available. Any person who has ceased to be a
director pursuant to the provisions of Section 2 of this Article and who
thereafter becomes available to serve as a director shall automatically become a
member of the emergency committee.
Section 9. Election of Board of Directors. The emergency committee shall, as
soon after its appointment as is practicable, take all requisite action to
secure the election of a Board of Directors, and upon such election all the
powers and authorities of the emergency committee shall cease.
Section 10. Termination of Emergency Committee. In the event, after the
appointment of an emergency committee, a sufficient number of persons who ceased
to be directors pursuant to Section 2 of this Article become available to serve
as directors, so that if they had not ceased to be directors as aforesaid, there
would be enough directors to constitute the minimum number of directors required
by law, then all such persons shall automatically be deemed to be reappointed as
directors and the powers and authorities of the emergency committee shall be at
an end.
ARTICLE X
Amendments
These Bylaws may be altered or new Bylaws may be made and adopted by the
affirmative vote of a majority of the Board of Directors.
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