Exhibit 3.2
KEWAUNEE SCIENTIFIC CORPORATION
(a Delaware corporation)
ByLaws
(as amended through May 22, 2002)
OFFICES
1.01 The corporation shall have and maintain a registered office in the
State of Delaware and may have offices in such other places within or outside
the State of Delaware as the Board of Directors may from time to time select or
the business of the corporation requires.
SEAL
2.01 The corporation shall have a seal which shall have inscribed thereon
the name of the corporation, the state of incorporation and the words "Corporate
Seal". The seal may be used by causing it or a facsimile to be imprinted,
affixed, reproduced or otherwise.
STOCK
3.01 Shares of stock may be issued for such consideration, not less than
the par value thereof, as is determined from time to time by the Board of
Directors (hereinafter called the "Board"). The Board shall determine what part
of the consideration received by the corporation for its shares (not less than
the aggregate par value thereof) shall be capital.
3.02 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 of
the Board, 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. Any or all of
the signatures on the certificate may be facsimile. In case any officer,
transfer agent, or registrar who has signed, or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar, whether because of death, resignation or otherwise, before
such certificate has been issued or delivered by the corporation, such
certificate may nevertheless be issued and delivered by the corporation as
though the person who signed such certificate or whose facsimile signature has
been used thereon had not ceased to be such officer, transfer agent or
registrar.
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3.03 In the event of loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board may establish concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.
3.04 The Board may appoint one or more transfer agents and one or more
registrars. Transfers of stock shall be made only upon the transfer books of the
corporation. Except where a certificate is issued in accordance with Section
3.03 of these bylaws, an outstanding certificate for the number of shares
involved shall be surrendered for cancellation before a new certificate is
issued therefor.
3.05 The corporation shall be entitled to recognize the exclusive right of
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.
STOCKHOLDERS AND MEETINGS OF STOCKHOLDERS
4.01 The annual meeting of the stockholders of the corporation for the
election of directors and for the transaction of any other business as may
properly come before the meeting shall be held at such place within or outside
the State of Delaware as the Board shall fix.
4.02 The annual meeting of stockholders shall be held on the last
Wednesday in August in each year at such time as the Board shall fix. If the
date fixed for the annual meeting shall be a legal holiday, the meeting shall be
held on the next business day.
4.03 Special meetings of the stockholders for any purpose or purposes
described in the notice of the meeting may be called at any time by the Chairman
of the Board, the President or a majority of the Board and shall be held at such
place, on such date and at such time as shall be designated in the notice
thereof.
4.04 Each stockholder of record shall be given written notice of each
meeting of stockholders, which notice shall state the place, date and time of
the meeting, and in the case of a special meeting, the purpose or purposes for
which the meeting is called. Except as otherwise provided by law, the written
notice of any meeting shall be given not less than ten nor more than sixty days
before the date of the meeting to each stockholder entitled to vote at such
meeting.
4.05 When a meeting of stockholders is adjourned to another place, date or
time, written notice need not be given of the adjourned meeting if the place,
date and time thereof are announced at the meeting at which the adjournment is
taken; provided, however, that if the date of any adjourned meeting is more than
thirty days after the date for which the meeting was originally noticed, or if a
new record date is fixed for the adjourned meeting, written notice of the place,
date and time of the adjourned meeting shall be given in conformity herewith. At
any adjourned meeting, any business may be transacted which might have been
transacted at the original meeting.
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4.06 The Board shall have power to close the stock transfer books of the
corporation for a period not more than sixty nor less than ten 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 sock shall go into effect; provided,
however, that in lieu of closing the stock transfer books as aforesaid, the
Board may fix in advance a date not more than sixty nor less than ten days
preceding the date of any meeting of stockholders, or the date for any payment
of dividends, or the date for allotment of rights, or the date when any change
or conversion or exchange of capital stock shall go into effect, as the record
date for the determination of stockholders entitled to vote at any such meeting
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, and in such case only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to vote at such
meeting, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, 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. This bylaw shall in no way affect the rights of a
stockholder and his transferee or transferor as between themselves.
4.07 The officer who has charge of the stock ledger of the corporation
shall prepare and make, or cause to be made, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, 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, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to the meeting, either in a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall be
produced and kept at the place of the meeting during the whole time thereof, and
be subject to the inspection of any stockholder who may be present. The list
shall presumptively determine the identity of the stockholders entitled to vote
at the meeting and the number of shares held by each of them.
4.08 The holders of a majority of all of the shares of stock entitled to
vote at the meeting, present in person or represented by proxy, shall constitute
a quorum for all purposes at all meetings of the stockholders for the
transaction of business unless the presence of a larger number is required by
law. If, however, such quorum shall not be present or represented at any meeting
of the stockholders, the chairman of the meeting or the holders of a majority of
the shares of the stock entitled to vote who are present in person or
represented by proxy, shall have power to adjourn the meeting to another place,
date or time.
4.09 The Chairman of the Board or, in his absence, the President shall
call to order any meeting of the stockholders and act as chairman of the
meeting. In the absence of the Secretary of the corporation, the secretary of
the meeting shall be such person as the chairman appoints.
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4.10 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 a meeting of stockholders, except as otherwise required by law or
the corporation's restated certificate of incorporation. Each stockholder shall
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
or acted upon after three years from its date, unless the proxy provides for a
longer period.
BOARD OF DIRECTORS
5.01 The business and affairs of the corporation shall be managed by or
under the direction of the Board.
5.02 The number of directors constituting the whole Board shall be seven.
The number of directors may be changed from time to time by amendment to these
bylaws, subject to the provisions of Article Seventh of the corporation's
restated certificate of incorporation. Directorships with terms expiring in any
year shall be filled at the annual meeting of stockholders in that year. Each
director shall hold office until his successor is elected and qualified or until
his earlier resignation, removal or death.
5.03 Any director may resign at any time by giving written notice of his
resignation to the Board, the Chairman of the Board, the President or the
Secretary of the corporation. Any such resignation shall take effect at the time
specified therein or, if the time when it is to become effective shall not be
specified therein, then it shall take effect when accepted by action of the
Board. Except as aforesaid, the acceptance of such resignation shall not be
necessary to make it effective.
5.04 A director may be removed only by the holders of at least 75% of the
shares entitled to vote at an election of directors, with or without cause.
5.05 Any vacancy on the Board or any newly-created directorship may be
filled by the vote of a majority of the directors of the corporation then in
office even though less than a quorum, or by a sole remaining director, and any
director so chosen shall hold office until the next election of the class for
which he was chosen and until his successor is elected and qualified or until
his earlier resignation, removal or death.
5.06 A regular meeting of the Board shall be held immediately following
each annual meeting of stockholders and no notice to the directors of such
meeting shall be necessary in order legally to constitute the meeting, provided
a quorum shall be present. In the event such meeting is not held immediately
following the annual meeting of stockholders, the meeting may be held at such
time and place as shall be stated in a notice as hereinafter provided for such
meetings of the Board, or as shall be specified in a written waiver signed by
all the directors.
5.07 Other regular meetings of the Board shall be held at such place or
places, on such date or dates and at such time or times as shall have been
established by the Board. A notice of each regular meeting shall not be
required.
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5.08 Special meetings of the Board may be called by the Chairman of
the Board, the President or a majority of the members of the Board then in
office, and shall be held at such place on such date and at such time as he or
they shall fix. Notice of the place, date and time of each special meeting shall
be given as provided in Section 6.01 to each director not less than three days
before the meeting. Unless otherwise indicated in the notice thereof, any and
all business may be transacted at a special meeting.
5.09 A majority of the directors then in office shall constitute a
quorum for the transaction of business by the Board. If a quorum is present, the
act of a majority of the directors present at any meeting shall be the act of
the Board, except as may be otherwise provided by these bylaws or required by
law. If a quorum shall not be present at any meeting of the Board, the directors
present may adjourn the meeting from time to time without notice other than
announcement at the meeting until a quorum shall be present.
5.10 At each meeting of the Board, the Chairman of the Board or, in
his absence, the President, shall preside. The Secretary or, in his absence, any
person designated by the chairman of the meeting, shall act as secretary of such
meeting and keep the minutes thereof.
5.11 Any action required or permitted to be taken at any meeting of
the Board 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.
5.12 The Board may by resolution passed by a majority of the whole
Board, designate one or more committees including an executive committee, 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 all of the
delegable powers of the Board 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. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board.
5.13 Each committee may determine the procedural rules for meeting and
conducting its business, and shall act in accordance therewith except as
otherwise required by law.
5.14 The directors may be paid their expenses, if any, of attendance
at each meeting of the Board, and may be paid a fixed sum for attendance at each
meeting of the Board and/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 committees of the Board may be
allowed compensation as fixed by the Board from time to time.
5.15 Any member of the Board or of any committee thereof may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in such
meeting shall constitute presence in person at such meeting.
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NOTICES
6.01 Whenever notice is required to be given to any stockholder,
director, officer, or agent, such notice may be, but need not be, personal
notice. Such notice may be effectively given by depositing a writing in a post
office or letter box, in a postpaid, sealed wrapper, or by dispatching a prepaid
telegram or cable, addressed to such stockholder, director, officer or agent at
his or her address as the same appears on the books of the corporation. The time
when such notice is dispatched shall be the time of the giving of the notice.
6.02 A written waiver of any notice, signed by a stockholder,
director, officer, or agent, whether before or after the time of the event for
which such notice is to be given, shall be deemed equivalent to the notice
required to be given to such stockholder, director, officer, or agent. Neither
the business nor the purpose of any meeting need be specified in such a waiver.
OFFICERS
7.01 The officers of the corporation shall be a Chairman of the Board,
a President, such number of Vice Presidents as the Board shall determine, a
Treasurer, a Secretary, a Controller, and such Assistant Treasurers and
Assistant Secretaries and other officers as shall be elected by the Board. One
person may hold more than one office.
7.02 Officers of the corporation, and agents appointed by the Board,
shall hold their offices and positions for such terms as shall be determined by
the Board, and may be removed at any time by the Board. Vacancies occurring in
any office or position at any time may be filled by the Board.
7.03 All officers and agents elected or appointed by the Board shall
have such authority and perform such duties in the conduct and management of the
corporation as may be delegated by the Board or provided in these bylaws.
7.04 Officers and agents appointed by the Board shall receive such
compensation as may be determined by the Board.
7.05 The Chairman of the Board shall preside at all meetings of the
stockholders and of the Board, and shall have and perform such other duties as
may be assigned to him from time to time by the Board. In the event of the
absence or disability of the President, the Chairman of the Board shall perform
the duties and exercise the power of the President until otherwise directed by
the Board.
7.06 The President shall be the chief executive officer of the
corporation and shall have general authority over its business and affairs,
subject to the direction of the Board. He may sign, with the Secretary or any
other proper officer of the corporation thereunto authorized by the Board,
certificates for shares of the corporation, and any deeds, mortgages, bonds,
contracts, or other instruments which the Board has authorized to be executed,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board or by these bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed
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or executed, and in general he shall perform such other duties as are incident
to his office or as from time to time may be prescribed by the Board. In the
event of the absence or disability of the Chairman of the Board, the President
shall perform the duties and exercise the powers of the Chairman of the Board.
7.07 Each Vice President shall perform the duties and exercise the
powers in the management and operations of the corporation as are customary and
incident to the office held or as may be assigned from time to time by the
President or Board.
7.08 The Secretary shall attend all sessions of the Board and all
meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose. He shall give or cause to be
given notice of all meetings of the stockholders and of the Board and shall
perform such other duties as maybe prescribed by the President or Board. He
shall keep in safe custody the seal of the corporation and affix the same to any
instrument requiring it, and when so affixed it may be attested by his signature
or by the signature of an Assistant Secretary. The Secretary may delegate any of
his duties, powers, and authorities to one or more Assistant Secretaries, unless
such delegation be disapproved by the Board.
7.09 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. He shall
render to the President and directors, whenever they may require it, an account
of his transactions as Treasurer. The Treasurer may delegate any of his duties,
powers, and authorities to one or more Assistant Treasurers, unless such
delegations be disapproved by the Board.
7.10 The Controller shall receive and give or cause to be given
receipts and acquittances for moneys paid to the corporation and shall pay out
of the funds on hand all just debts of the corporation of whatever nature. He
shall enter or cause to be entered in the books of the corporation to be kept
for that purpose full and accurate accounts of all moneys received and paid on
account of the corporation. He shall prepare monthly statements of profit and
loss and a monthly balance sheet reflecting the conditions of the business for
the President and the Board. Whenever required by the President or directors he
shall render a statement of the corporation's cash accounts. He shall keep or
cause to be kept such other books as will show a true record of the expenses,
losses, gains, assets and liabilities of the corporation. He shall be
responsible for the preparation of any and all local, city, county, state or
federal tax returns including real estate and personal property taxes, income
taxes, sales and/or use taxes, which may be required by local ordinance or by
the laws of the several states, or by the federal government. He shall, in
general, do all things necessary to carry out the accounting procedures
established for the corporation by the President or the Board or as may be
required by law.
7.11 The Assistant Secretaries shall perform the duties and exercise
the powers and authorities of the Secretary in case of his absence or
disability. The Assistant Treasurers may perform the duties and exercise the
powers and authorities of the Treasurer in case of his absence or disability.
The Assistant Secretaries and Assistant Treasurers shall also perform such
duties as may be delegated to them by the Secretary and Treasurer, respectively,
and also such duties as the Chairman of the Board or the Board shall prescribe.
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7.12 The Board may require any officer, employee or agent to give bond
for the faithful discharge of his duty and for the protection of the
corporation, in such sum and with such surety or sureties as the Board may deem
advisable.
CHECKS AND OTHER INSTRUMENTS
8.01 The Board shall designate the officers, employees and agents of
the corporation who shall have power to execute and deliver deeds, contracts,
mortgages, bonds, debentures, checks, drafts and other orders for the payment of
money and other documents for and in the name of the corporation, and may
authorize such officers, employees and agents to delegate such power (including
authority to redelegate) by written instrument to other officers, employees or
agents of the corporation. Such designation may be by resolution or otherwise,
and the authority granted may be general or confined to specific instances, all
as the Board may determine.
8.02 The Board shall designate the officers of the corporation who
shall have authority to appoint from time to time an agent or agents of the
corporation to exercise in the name and on behalf of the corporation the powers
and rights which the corporation may have as the holder of the stock or other
securities or interests in any other corporation or business entity and to vote
or consent in respect of such stock, securities or interests. Such designated
officers may instruct the person or persons so appointed as to the manner of
exercising such powers and rights; and such designated officers may execute or
cause to be executed in the name and on behalf of the corporation and under its
corporate seal, or otherwise, such written proxies, powers of attorney or other
instruments as they may deem necessary or proper in order that the corporation
may exercise such powers and rights.
FISCAL YEAR
9.01 The fiscal year of the corporation shall begin on the 1st day of
May and end on the 30th day of April in each year.
BOOKS AND RECORDS
10.01 The proper officers, employees and agents of the corporation
shall keep and maintain such books, records and accounts of the business and
affairs of the corporation as the Board shall deem advisable and as shall be
required by the laws of the State of Delaware.
10.02 Each director, each member of any committee designated by the
Board, and each officer of the corporation shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the corporation including reports made to the corporation by
any of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.
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10.03 The directors and officers of the corporation shall prepare and
distribute or cause to be prepared and distributed to the stockholders of the
corporation such annual and other statements of the accounts, operations and
properties of the corporation as they shall deem advisable and as shall be
required by law.
INDEMNIFICATION
11.01 Each person who is or was a director or officer of the
corporation, and each person who serves or served at the request of the
corporation as a director or officer of another enterprise, shall be indemnified
by the corporation in accordance with, and to the fullest extent authorized by,
the provisions of the General Corporation Law of Delaware, as it may be in
effect from time to time.
CONTRACTS WITH DIRECTORS
12.01 In the absence of fraud, no contract or other transaction between
the corporation and any other corporation shall be affected or invalidated by
the fact that any one or more of the directors of this corporation is or are
interested in or is a director or officer, or are directors or officers of such
other corporation, and any director or directors individually, or jointly, may
be a party or parties, or may be interested in any contracts or transaction of
this corporation or in which this corporation is interested; and in the absence
of fraud, no contract, act or transaction of this corporation with any person or
persons, firm or corporation, shall be affected or invalidated by the fact that
any director or directors of this corporation is a party or are parties to or
interested in such contract, act or transaction, or in any way connected with
such person or persons, firm or corporation, and, in the absence of fraud, each
and every person who may become a director of this corporation is hereby
relieved from any liability that might otherwise exist from thus contracting
with the corporation for the benefit of himself or any firm, association or
corporation in which he may be in anywise interested.
AMENDMENT
13.01 These bylaws may be altered, amended or repealed at any meeting
of the Board provided notice of the proposed action shall have been contained in
the notice of meeting, or by unanimous consent, subject to the power of the
stockholders to alter or repeal any bylaw made by the Board.
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