EXHIBIT 3.6
BY-LAWS
OF
AMCRAFT BUILDING PRODUCTS CO., INC.
ARTICLE I.
OFFICES
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1.01 Principal and Business Offices. The corporation may have such
principal and other business offices, either within or without the State of
Delaware, as the Board of Directors may designate or as the business of the
corporation may require from time to time.
1.02 Registered Office. The registered office of the corporation
required by the Delaware Business Corporation Act to be maintained in the State
of Delaware may be, but need not be, identical with the principal office in the
State of Delaware, and the address of the registered office may be changed from
time to time by the Board of Directors.
ARTICLE II.
SHAREHOLDERS
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2.01 Annual Meeting. The annual meeting of the shareholders shall be
held in each year on January 15 of each year beginning with the year 1992 at the
hour of 1:30 p.m., or at such other date and hour within thirty days before or
after said date as may be fixed by or under the authority of the Board of
Directors, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the State of Delaware, such meeting shall be
held on the next succeeding business day. If the election of directors shall
not be held on the day designated herein, or fixed as herein provided, for any
annual meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.
2.02 Special Meeting. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or the Board of Directors or by the person designated in a written
request of holders of not less than one-tenth of all shares of the corporation
entitled to vote at the meeting.
2.03 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 meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Delaware,
as the place for the holding of such meeting. If no designation is made, or a
special meeting is otherwise
called, the place of meeting shall be the principal business office of the
corporation or such other suitable place in the county of such principal office
as may be designated by the person calling such meeting, but any meeting may be
adjourned to reconvene at any place designated by vote of a majority of the
shares represented at such meeting.
2.04 Notice of Meeting. Written notice stating the place, date, and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) days
before the date of the meeting (unless a longer period is required by law or the
articles of incorporation) nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the president,
or the secretary, or other officer 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 delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock record
books of the corporation, with postage prepaid.
2.05 Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may provide
that the stock transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock transfer books shall be closed for
the purpose of deter-mining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than fifty days and, in case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the close of business on the date on
which notice of the meeting is mailed or on the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such determination shall be applied
to any adjournment thereof except where the determination has been made through
the closing of the stock transfer books and the stated period of closing has
expired.
2.06 Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the corporation shall, before each meeting of
shareholders, make a complete list of the shareholders entitled to vote at such
meeting, or any adjournment thereof, with the address of and the number of
shares held by each, which list shall be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original stock transfer books shall
be prima facie evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders. Failure to
comply with the requirements of this section shall not affect the validity of
any action taken at such meeting.
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2.07 Quorum. Except as otherwise provided in the articles of
incorporation, a majority of the shares entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of shareholders. If a
quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless the vote of a greater number or voting by
classes is required by law or the articles of incorporation. Though less than a
quorum of the outstanding shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time without further
notice. 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.
2.08 Conduct of Meetings. The President, and in his absence, a Vice-
President in the order provided under Section 4.06, and in their absence, any
person chosen by the shareholders present, shall call the meeting of the
shareholders to order and shall act as chairman of the meeting, and the
secretary of the corporation shall act as secretary of all meetings of the
shareholders, but, in the absence of the secretary, the presiding officer may
appoint any other person to act as secretary of the meeting.
2.09 Proxies. At all meetings of shareholders, a shareholder
entitled to vote may vote in person or by his proxy appointed in writing by the
shareholder or by his duly authorized attorney in fact. Such proxy shall be
filed with the Secretary of the corporation before or at the time of the
meeting. Unless otherwise provided in the proxy, a proxy may be revoked at any
time before it is voted, either by written notice filed with the Secretary or
the acting secretary of the meeting or by oral notice given by the shareholder
to the presiding officer during the meeting. The presence of a shareholder who
has filed his proxy shall not of itself constitute a revocation. No proxy shall
be valid after eleven months from the date of its execution, unless otherwise
provided in the proxy. The Board of Directors shall have the power and
authority to make rules establishing presumptions as to the validity and
sufficiency of proxies.
2.10 Voting of Shares. Each outstanding share shall be entitled to
one vote upon each matter submitted to a vote at a meeting of shareholders,
except to the extent that the voting rights of the shares of any class or
classes are enlarged, limited or denied by the articles of incorporation.
2.11 Voting of Shares by Certain Holders.
a. Other Corporations. Shares standing in the name of another
corporation may be voted either in person or by proxy, by the president of
such corporation or any other officer appointed by such president. A proxy
executed by any principal officer of such other corporation or assistant
thereto shall be conclusive evidence of the signer's authority to act, in
the absence of express notice to this corporation, given in writing to the
Secretary of this corporation, of the designation of some other person by
the board of directors or the bylaws of such other corporation.
b. Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, conservator, trustee in bankruptcy,
receiver, or assignee for creditors may
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be voted by him, either in person or by proxy, without a transfer of such
shares into his name, provided that there is filed with the Secretary
before or at the time or meeting proper evidence of his incumbency and the
number of shares held. Shares standing in the name of a fiduciary may be
voted by him, either in person or by proxy. A proxy executed by a fiduciary
shall be conclusive evidence of the signer's authority to act, in the
absence of express notice to this corporation, given in writing to the
Secretary of this corporation, that such manner of voting is expressly
prohibited or otherwise directed by the document creating the fiduciary
relationship.
c. Pledges. A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name of
the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
d. Treasury Stock and Subsidiaries. Neither treasury shares, nor
shares held by another corporation if a majority of the shares entitled to
vote for the election of directors of such other corporation is held by
this corporation, shall be voted at any meeting or counted in determining
the total number of outstanding shares entitled to vote, but shares of its
own issue held by this corporation in a fiduciary capacity, or held by such
other corporation in a fiduciary capacity, may be voted and shall be
counted in determining the total number of outstanding shares entitled to
vote.
e. Minors. Shares held by a minor may be voted by such minor in
person or by proxy and no such vote shall he subject to disaffirmance or
avoidance, unless prior to such vote the Secretary of the corporation has
received written notice or has actual knowledge that such shareholder is a
minor.
f. Incompetents and Spendthrifts. Shares held by an incompetent or
spendthrift may be voted by such incompetent or spendthrift in person or by
proxy and no such vote shall be subject to disaffirmance or avoidance,
unless prior to such vote the Secretary of the corporation has actual
knowledge that such shareholder has been adjudicated an incompetent or
spendthrift or actual knowledge of filing of judicial proceedings for
appointment of a guardian.
g. Joint Tenants. Shares registered in the names of two or more
individuals who are named in the registration as joint tenants may be voted
in person or by proxy signed by any one or more of such individuals if
either (i) no other such individual or his legal representative is present
and claims the right to participate in the voting of such shares or prior
to the vote filed with the Secretary of the corporation a contrary written
voting authorization or direction or written denial of authority of the
individual present or signing the proxy proposed to be voted, or (ii) all
such other individuals are deceased and the Secretary of the corporation
has no actual knowledge that the survivor has been adjudicated not to be
the successor to the interests of those deceased.
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2.12 Waiver of Notice by Shareholders. Whenever any notice whatever
is required to be given to any shareholder of the corporation under the articles
of incorporation or by-laws or any provision of law, a waiver thereof in
writing, signed at any time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice; provided that such waiver in respect to any matter of which notice
is required under any provision of the Delaware Business Corporation Act, shall
contain the same information as would have been required to be included in such
notice, except the time and place of meeting.
2.13 Unanimous Consent Without Meeting. Any action required or
permitted by the articles of incorporation or by-laws or any provision of law to
be taken at a meeting of the shareholders, may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III.
BOARD OF DIRECTORS
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3.01 General Powers and Number. The business and affairs of the
corporation shall be managed by its Board of Directors. The number of directors
of the corporation shall be at least one (1). The number of directors
constituting the initial Board of Directors may be increased or decreased from
time to time by action of the shareholders, either at an annual meeting or at a
special meeting of shareholders called for that purpose, but no decrease shall
have the effect of shortening the term of any incumbent director.
3.02 Tenure and Qualifications. Each director shall hold office
until the next annual meeting of shareholders and until his successor has been
elected, or until his prior death, resignation, or removal. A director may be
removed from office by affirmative vote of a majority of the outstanding shares
entitled to vote for the election of such director, taken at a meeting of
shareholders called for that purpose. A director may resign at any time by
filing his written resignation with the Secretary of the corporation. Directors
need not be residents of the State of Delaware or shareholders of the
corporation.
3.03 Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after the annual
meeting of the shareholders, and each adjourned session thereof. The place of
such regular meeting shall be the same as the place of the meeting of
shareholders which precedes it, or such other suitable place as may be announced
at such meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place, either within or without the State of Delaware,
for the holding of additional regular meetings without other notice than such
resolution.
3.04 Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President, Secretary, or any two
directors. The President or Secretary calling any special meeting of the Board
of Directors may fix any place, either within or without the State of
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Delaware, as the place for holding any special meeting of the Board of Directors
called by them, and if no other place is fixed, the place of meeting shall be
the principal business office of the corporation.
3.05 Notice; Waiver. Notice of each meeting of the Board of
Directors (unless otherwise provided in or pursuant to Section 3.03) shall be
given by written notice delivered personally or mailed or given by telegram to
each director at his business address or at such other address as such director
shall have designated in writing filed with the Secretary, in each case not less
than forty-eight (48) hours previously thereto. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage prepaid. If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company,
Whenever any notice whatever is required to be given to any director of the
corporation under the articles of incorporation or bylaws or any provision of
law, a waiver thereof in writing, signed at any time, whether before or after
the time of meeting, by the director entitled to such notice, shall be deemed
equivalent to the giving of such notice. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting and objects to the transaction of any business at
such meeting because the meeting is not lawfully called or convened. 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.
3.06 Quorum. Except as otherwise provided by law or by the articles
of incorporation or these by-laws, a majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but a majority of the directors present (though less than such
quorum) may adjourn the meeting from time to time without further notice.
3.07 Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by law or by these
bylaws.
3.08 Conduct of Meetings. The President, and in his absence, a Vice-
President in the order provided under Section 4.06, and in their absence, any
director chosen by the directors present, shall call meetings of the Board of
Directors to order and shall act as chairman of the meeting. The Secretary of
the corporation shall act as secretary of all meetings of the Board of
Directors, but in the absence of the Secretary, the presiding officer may
appoint any Assistant Secretary or any director or other person present to act
as secretary of the meeting.
3.09 Vacancies. Any vacancy occurring in the Board of Directors,
including a vacancy created by an increase in the number of directors, may be
filled until the next succeeding annual election by the affirmative vote of a
majority of the directors then in office, though less than a quorum of the Board
of Directors; provided, that in case of a vacancy created by the removal of a
director by vote of the shareholders, the shareholders shall have the right to
fill such vacancy at the same meeting or any adjournment thereof.
3.10 Compensation. The Board of Directors, by affirmative vote of a
majority of the directors then in office, and regardless of any personal
interest of any of its members, may establish
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reasonable compensation for all directors for services to the corporation as
directors, officers or otherwise, or may delegate such authority to an
appropriate committee. The Board of Directors shall also have authority to
provide for or to delegate authority to an appropriate committee to provide for
reasonable pensions, disability or death benefits, and other benefits or
payments, to directors, officers and employees and to their estates., families,
dependents or beneficiaries on account of prior services rendered by such
directors, officers and employees to the corporation.
3.11 Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors or a committee thereof of which
he is a member at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the Secretary of the corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.
3.12 Committees. The Board of Directors by resolution adopted by the
affirmative vote of a majority of the number of directors may designate one or
more committees, each committee to consist of three or more directors elected by
the Board of Directors, which to the extent provided in said resolution as
initially adopted, and as thereafter supplemented or amended by further
resolution adopted by a like vote, shall have and may exercise, when the Board
of Directors is not in session, the powers of the Board of Directors in the
management of the business and affairs of the corporation, except action in
respect to dividends to shareholders, election of the principal officers or the
filling of vacancies in the Board of Directors or committees created pursuant to
this section. The Board of Directors may elect one or more of its members as
alternate members of any such committee who may take the place of any absent
member or members at any meeting of such committee, upon request by the
President or upon request by the chairman of such meeting. Each such committee
shall make its own rules governing the conduct of its activities and shall make
such reports of its activities to the Board of Directors as the Board of
Directors may request.
3.13 Unanimous Consent Without Meeting. Any action required or
permitted by the articles of incorporation or bylaws or any provision of law to
be taken by the Board of Directors at a meeting or by resolution may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors then in office.
ARTICLE IV.
OFFICERS
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4.01 Number. The principal officers of the corporation shall be a
President, one or more Vice-Presidents, a Secretary, and a Treasurer, and such
other officers and assistant officers as may be deemed necessary, each of whom
shall be elected by the Board of Directors. Any two or more offices may be held
by the same person unless prohibited by law. officers need not be directors of
the Corporation.
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4.02 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 the shareholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as conveniently may be. Each officer shall hold office until
his successor has been duly elected or until his prior death, resignation, or
removal.
4.03 Removal. Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed. Election or appointment shall not of
itself create contract rights.
4.04 Vacancies. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise shall be filled by the Board
of Directors for the unexpired portion of the term.
4.05 President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors. He shall have authority,
subject to such rule as may be prescribed by the Board of Directors, to appoint
such agents and employees of the corporation as he shall deem necessary, to
prescribe their powers, duties and compensation, and to delegate authority to
them. Such agents and employees shall have authority to sign, execute and
acknowledge, on behalf of the corporation, all deeds, mortgages, bonds, stock
certificates, contracts, leases, reports and all other documents or instruments
necessary or proper to be executed in the course of the corporation's regular
business, or which shall be authorized by resolution of the Board of Directors;
and, except as otherwise provided by law or the Board of Directors, he may
authorize the president or any vice-president or other officer or agent of the
corporation to sign, execute and acknowledge such documents or instruments in
his place and stead. In general he shall perform all duties incident to the
office of chairman of the board and have such other duties and exercise such
other authority as may be prescribed by the Board of Directors from time to
time.
4.06 The Vice Presidents. In the absence of the president or in the
event of his death, inability, or refusal to act, or in the event for any reason
it shall be impracticable for the president to act personally, the vice-
president (or in the event there is more than one vice-president, the executive
vice president, or in the absence of an executive vice-president, the vice-
presidents, in the order designated by the Board of Directors, or in the absence
of any designation, then in the order of their election) shall perform the
duties of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. Any vice-president may
sign, with the secretary or assistant secretary, certificates for shares of the
corporation, and shall perform such other duties and have such authority as from
time to time may be delegated or assigned to him by the chairman of the board or
by the Board of Directors. The execution of any instrument on behalf of the
corporation by any vice-presidents shall be conclusive evidence, as to third
parties, of his authority to act in the stead of the president.
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4.07 The Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation if the corporation has
a seal, and see that the seal of the corporation is affixed to all documents,
the execution of which, on behalf of the corporation under its seal, is duly
authorized; (d) keep or arrange for the keeping of a register of the post office
address of each shareholder which shall be furnished to the secretary by such
shareholder; (e) sign with the president, or a vice-president, certificates for
shares of the corporation, the issuance of which shall have been authorized by
resolution of the Board of Director so (f) have general charge of the stock
transfer books of the corporation; and (g) in general perform all duties
incident to the office of secretary and have such other duties and exercise such
other authority as may be prescribed by the Board of Directors from time to time
or as may be delegated or assigned to him by the chairman of the board or
president from time to time.
4.08 The Treasurer. The treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
(b) receive and give receipts for monies due and payable to the corporation from
any source whatsoever, and deposit all such monies in the name of the
corporation in such banks, trust companies, or other depositories as shall be
selected in accordance with the provisions of Section 5.04; and (c) in general
perform all duties incident to the office of treasurer and have such other
duties and exercise such other authority as may be prescribed by the Board of
Directors from time to time or as may be delegated or assigned to him by the
chairman of the board or the president from time to time. If required by the
Board of Directors, the treasurer shall give a bond for the faithful discharge
of his duties in such sum and with such surety or sureties as the Board of
Directors shall determine.
4.09 Assistant Secretaries and Assistant Treasurers. There shall be
such a number of assistant secretaries and assistant treasurers as the Board of
Directors may from time to time authorize. The assistant secretaries may sign
with the president or a vice-president certificates for shares of the
corporation, the issuance of which have been authorized by a resolution of the
Board of Directors. If required by the Board of Directors, the assistant
treasurers shall give bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors shall determine. The
assistant secretaries and assistant treasurers, in general, shall perform such
duties and have such authority as shall from time to time be delegated or
assigned to them by the secretary or the treasurer, respectively, or by the
chairman of the board or by the president or the Board of Directors.
4.10 Other Assistants and Acting Officers. The Board of Directors
shall have the power to appoint any person to act as assistant to any officer,
or as agent for the corporation in his stead, or to perform the duties of such
officer whenever for any reason it is impracticable for such officer to act
personally, and such assistant or acting officer or other agent so appointed by
the Board of Directors shall have the power to perform all the duties of the
office to which he is so appointed to be assistant, or as to which he is so
appointed to act, except as such power may be otherwise defined or restricted by
the Board of Directors.
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4.11 Salaries. The salaries of the principal officers shall be fixed
from time to time by the Board of Directors or by a duly authorized committee
thereof, and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
ARTICLE V.
CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS
5.01 Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute or deliver any
instrument in the name of and on behalf of the corporation, and such
authorization may be general or confined to specific instances. In the absence
of other designation, all deeds, mortgages, and instruments of assignment or
pledge and any other contracts or instruments made by the corporation shall be
executed in the name of the corporation by the president or a vice-president and
by the secretary, an assistant secretary, the treasurer or an assistant
treasurer; the secretary or an assistant secretary, when so required, shall
affix the corporate seal thereto. when so executed, no other party to such
instrument or any third party shall be required to make any inquiry into the
authority of the signing officer or officers.
5.02 Loans. No indebtedness for borrowed money shall be contracted
on behalf of the corporation, and no evidences of such indebtedness shall be
issued in its name unless authorized by or under the authority of a resolution
of the Board of Directors. Such authorization may be general or confined to
specific instances.
5.03 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 officer or officers, agent or agents of
the corporation and in such manner as shall from time to time be determined by
or under the authority of a resolution of the Board of Directors.
5.04 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 may he selected by or under the
authority of a resolution of the Board of Directors.
5.05 Voting of Securities Owned by this Corporation. Subject always
to the specific directions of the Board of Directors, (a) any shares or other
securities issued by any other corporation and owned or controlled by this
corporation may be voted at any meeting of security holders of such other
corporation by the President of this corporation, if he is present, or in his
absence, by the president of this corporation if he is present, or in his
absence, by any vice-president of this corporation who is present, and (b)
whenever, in the judgment of the president, or, in his absence, of any vice-
president, it is desirable for this corporation to execute a proxy or written
consent in respect to any shares or other securities issued by any other
corporation and owned by this corporation,, such proxy or consent shall be
executed in the name of this corporation by the president or a vice-president of
this corporation, without necessity of any authorization by the Board of
Directors, affixation of corporate seal or counter-signature or attestation by
another officer. Any
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person or persons designated in the manner above stated as the proxy or proxies
of this corporation shall have full right, power and authority to vote the
shares or other securities issued by such other corporation and owned by this
corporation the same as such shares or other securities might be voted by this
corporation.
ARTICLE VI.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
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6.01 Certificates for Shares. Certificates representing shares of
the corporation shall be in such form, consistent with law, as shall be
determined by the Board of Directors. Such certificates shall be signed by the
president or a vice-president and by the secretary or an assistant secretary.
All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and the date of issue, shall be
entered on the stock transfer books of the corporation. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificates shall be issued until the former certificate for a like number of
shares has been surrendered and cancelled, except as provided in Section 6.06.
6.02 Facsimile Signatures and Seal. The seal of the corporation on
any certificates for shares may be a facsimile. The signatures of the president
or vice-president and the secretary or assistant secretary upon a certificate
may be facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or an employee of
the corporation.
6.03 Signature by Former Officers. In case any officer, who has
signed or whose facsimile signature has been placed upon any certificate for
shares, shall have ceased 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 its issue.
6.04 Transfer of Shares. Prior to due presentment of a certificate
for shares for registration of transfer, the corporation may treat the
registered owner of such shares as the person exclusively entitled to vote, to
receive notifications, and otherwise to exercise all the rights and powers of an
owner. Where a certificate for shares is presented to the corporation with a
request to register for transfer, the corporation shall not be liable to the
owner or any other person suffering loss as a result of such registration of
transfer if (a) there were on or with the certificate the necessary
endorsements, and (b) the corporation had no duty to inquire into adverse claims
or has discharged any such duty. The corporation may require reasonable
assurance that said endorsements are genuine and effective and in compliance
with such other regulations as may be prescribed under the authority of the
Board of Directors.
6.05 Restrictions on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon the transfer of such shares.
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6.06 Lost, Destroyed or Stolen Certificates. Where the owner claims
that his certificate for shares has been lost, destroyed or wrongfully taken, a
new certificate shall be issued in place thereof if the owner (a) so requests
before the corporation has notice that such shares have been acquired by a bona
fide purchaser, (b) files with the corporation a sufficient indemnity bond, and
(c) satisfies such other reasonable requirements as the Board of Directors may
prescribe.
6.07 Consideration for Shares. The shares of the corporation may be
issued for such consideration as shall be fixed from time to time by the Board
of Directors, provided that any shares having a par value shall not be issued
for a consideration less than par value thereof. The consideration to be paid
for shares nay be paid in whole or in part in money, in other property, tangible
or intangible, or in labor or services actually performed for the corporation.
When payment of the consideration for which shares are to be issued shall have
been received by the corporation, such shares shall be deemed to be fully paid
and nonassessable by the corporation, No certificate shall be issued for any
share until such share is fully paid.
6.08 Stock Regulations. The Board of Directors shall have the power
and authority to make all such further rules and regulations not inconsistent
with the statutes of the State of Delaware as it may deem expedient concerning
the issue, transfer and registration of certificates representing shares of the
corporation.
ARTICLE VII.
SEAL
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7.01 The Board of Directors, in its sole discretion,, may provide a
corporate seal. If a corporate seal is provided by the Board of Directors, the
seal shall be circular in form and shall have inscribed thereon the name of the
Corporation and the state of incorporation and the words "Corporate Seal".
ARTICLE VIII.
AMENDMENTS
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8.01 By Shareholders. These by-laws may be altered, amended or
repealed and new by-laws may be adopted by the majority of the shares present or
represented at any annual or special meeting of the shareholders at which a
quorum is in attendance.
8.02 By Directors. These by-laws may also be altered, amended or
repealed and new by-laws may be adopted by the Board of Directors by affirmative
vote of a majority of the number of directors present at any meeting at which a
quorum is in attendance. No by-laws adopted by the shareholders shall be
amended or repealed by the Board of Directors if the by-law so adopted so
provides.
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8.03 Implied Amendments. Any action taken or authorized by the
shareholders or by the Board of Directors, which would be inconsistent with the
by-laws then in effect but is taken or authorized by affirmative vote of not
less than the number of shares or the number of directors required to amend the
bylaws so that the by-laws would be consistent with such action, shall be given
the same effect as though the by-laws had been temporarily amended or suspended
so far, but only so far, as is necessary to permit the specific action so taken
or authorized.
ARTICLE IX.
FISCAL YEAR
-----------
9.01 The fiscal year of the corporation shall be directed by the Board
of Directors from time to time.
ARTICLE X.
INDEMNIFICATION
---------------
10.01 Action Against Party Because of Corporate Position. The
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed claim, action, suit, or
proceeding, whether civil, criminal, administrative, or investigative (other
than an action by or in the right of the corporation) by reason of the fact that
he is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, partner,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such claim, action, suit, or proceeding if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
unlawful. The termination of any claim, action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contenders or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
10.02 Action by or in the Right of Corporation. The corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending, or completed claim, action, or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, partner, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such
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claim, action, or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue, or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the corporation
unless and only to the extent that the Court of Equity or the court in which
such claim, action, or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Equity or such other court shall deem proper.
10.03 Reimbursement if Successful. To the extent that a director,
officer, employee, or agent of the corporation has been successful on the merits
or otherwise in defense of any claim, action, suit or proceeding referred to in
Paragraphs 10.01 and 10.02, or in defense of any claims, issue, or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith, notwithstanding
that he has not been successful (on the merits or otherwise) on any other claim,
issue, or matter in any such claim, action, suit or proceeding.
10.04 Authorization. Any indemnification under Paragraphs 10.01 and
10.02 (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Paragraphs 10.01 and
10.02. Such determination shall be made (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit, or proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the stockholders.
10.05 Advanced Reimbursement. Expenses incurred in defending a civil
or criminal action, suit, or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit, or proceeding as
authorized by the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee, or agent to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the corporation as authorized in this Article.
10.06 Indemnification Not Exclusive. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which these
indemnified may be entitled under any statute, rule of law, provision of
certificate of incorporation, bylaw, agreement, vote of stockholders or
disinterested directors, or otherwise, both as to action in his official
capacity 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, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person. Where such other provision provides broader
rights of indemnification than these bylaws, said other provision shall control.
10.07 Insurance. The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is
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or was serving at the request of the corporation as a director, partner,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article.
10.08 Invalidly. The invalidity or unenforceability of any provision
hereof shall not in any way affect the remaining portions hereof, which shall
continue in full force and effect.
Approved at the Organizational Meeting of the Board of Directors of
AmCraft Building Products Co., Inc. held in Beloit, Wisconsin at 2:00 p.m. on
the 24th day of May, 1991 and by Kenneth A. Hendricks, sale shareholder of
AmCraft Building Products, Co., Inc. by written consent, the 24th day of May,
1991.
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Kenneth A. Hendricks
Chairman of Organization Meeting,
President and Sole Shareholder
of AmCraft Building Products Co., Inc.
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