Exhibit 3.20
BY-LAWS
OF
FABRENE CORP
(AS AMENDED)
ARTICLE 1.
OFFICES AND REGISTERED AGENT
Section 1.1 Principal Office. The Corporation shall maintain its
Principal Office in the State of Oregon at 16225 S.E. 106th Avenue, Clackamas,
Oregon.
Section 1.2 Registered Office. The registered office of the corporation
in the State of Delaware shall be located at 32 Loockerman Square, Suite L-1090,
in the City of Dover, County of Kent, Delaware. The name of the corporation's
registered agent at such address shall be The Prentice-Hall Corporation System,
Inc. The registered office and/or registered agent of the corporation may be
changed from time to time by action of the Board of Directors.
ARTICLE 2.
MEETINGS OF STOCKHOLDERS
Section 2.1 Annual Meetings. An annual meeting of the Corporation's
Shareholders shall be held once each calendar year for the purpose of electing
Directors and for the transaction of such other business as may properly come
before the meeting. The annual meeting shall be held at the date and place
designated by the Board of Directors from time to time. In the absence of any
such designation, the annual meeting shall be held at the hour of ten o'clock in
the morning on the second Tuesday of the third month following the Corporation's
fiscal year-end; but if that day shall be a legal holiday, then such annual
meeting shall be held on the next succeeding business day.
Section 2.2 Special Meetings. Special meetings of the Corporation's
Shareholders may be called for any one or more lawful purposes by the
Corporation's President, the Chairman of the Board of Directors, a majority of
the Board of Directors, or the written request describing the purpose for which
the meeting is to be held filed by holders of record of not less than ten
percent of the Corporation's outstanding shares entitled to be cast on any issue
to be considered at the proposed special meeting. Special meetings of the
Shareholders shall be held at the Corporation's Registered Office at the time
designated in the notice of the meeting in accordance with Section 2.3;
provided, however, that such meetings called by a majority of the Board of
Directors may be held at such places as the Board of Directors may determine.
Section 2.3 Notice of Meetings, Waiver of Notice. Written or printed
notice of all meetings of Shareholders shall be delivered not less than five (5)
nor more than fifty (50) days before the meeting date, either personally or by
registered or certified mail, to all Shareholders of record entitled to vote at
such meeting. If mailed, the notice shall be deemed to be delivered when
deposited with postage thereon prepaid in the United States mail, addressed to
the shareholder at the shareholder's address as it appears on the Corporation's
records, or if a Shareholder shall have filed with the Secretary of the
Corporation a written request that notices to him be mailed to some other
address, then directed to him at that other address. The notice shall state the
date, time and place of the meeting and, in the case of a special meeting, the
purpose or purposes for which such meeting was called. At the written request,
delivered personally or by registered or certified mail, of the person or
persons calling a special meeting of Shareholders, the President or Secretary of
the Corporation shall fix the date and time of the meeting and provide notice
thereof to the Shareholders as required above; provided, however, that the date
of the meeting shall in no event be fixed less than five (5) or more than sixty
(60) days from the date the request was received. If the notice of the meeting
is not given within fifteen (15) days after the request is made to the President
or Secretary, the person or persons calling the meeting may fix the date and
time of the meeting and give or cause to be given the required notice. Notice of
a meeting of Shareholders need not be given to any Shareholder who, in person or
by proxy signs a waiver of notice either before or after the meeting. To be
effective the waiver shall contain recitals sufficient to identify beyond
reasonable doubt the meeting to which it applies. Such recitals may, but need
not necessarily, include reference to the date and purpose of the meeting and
the business transacted thereat. Recital of the proper date of a meeting shall
be conclusive identification of the meeting to which a waiver of notice applies
unless the waiver contains additional recitals creating a patent ambiguity as to
its proper application.
Section 2.4 Quorum. Except as may otherwise be required by law or the
Corporation's Articles of Incorporation, at any meeting of Shareholders the
presence, in person or by proxy, of the holders of a majority of the outstanding
shares entitled to vote thereat shall constitute a quorum for the transaction of
any business properly before the meeting. Shares entitled to vote as a separate
voting group on a matter may take action at a meeting only if a quorum of the
shares in the separate voting group are present in person or by proxy at the
meeting. In the absence of a quorum a meeting may be adjourned from time to
time, in accordance with the provisions concerning adjournments contained
elsewhere in these Bylaws, by the holders of a majority of the shares
represented at the meeting in person or in proxy. At such adjourned meeting a
quorum of Shareholders may transact any business as might have been properly
transacted at the original meeting.
Section 2.5 Transaction of Business. Business transacted at an annual
meeting of Shareholders may include all such business as may properly come
before the meeting. Business transacted at a special meeting of Shareholders
shall be limited to the purposes stated in the notice of the meeting.
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Section 2.6 Shareholders of Record. For the purpose of determining
Shareholders entitled to vote at any meeting of Shareholders, or entitled to
receive dividends or other distributions or in connection with any other proper
purpose requiring a determination of Shareholders, the Board of Directors shall
by resolution fix a record date for such determination. The date shall be not
more than fifty (50) and not less than five (5) days prior to the date on which
the activity requiring the determination is to occur. The Shareholders of record
appearing in the stock transfer books of the Corporation at the close of
business on the record date so fixed shall constitute the Shareholders of right
in respect of the activity in question. In the absence of action by the Board of
Directors to fix a record date, the record date shall be ten (10) days prior to
the date on which the activity requiring a determination of Shareholders is to
occur.
Section 2.7 Voting. Except as may otherwise be required by law or the
Corporation's Articles of Incorporation, and subject to the provisions
concerning Shareholders of record contained elsewhere in these Bylaws, a person
(or his proxy) present at a meeting of Shareholders shall be entitled to one
vote for each share of voting stock as to which such person is the Shareholder
of Record. For each meeting of Shareholders an odd number of persons may be
appointed to serve as voting inspectors, either by the Board of Directors prior
to the meeting or by the presiding officer at the meeting. The voting inspectors
shall by majority decision resolve all disputes which may arise concerning the
qualification of voters, the validity of proxies, the existence of a quorum, and
the acceptance, rejection, and tabulation of votes.
Section 2.8 Adjournments. A majority of the voting shares held by
Shareholders of record present in person or by proxy at a meeting of
Shareholders may adjourn a meeting from time to time to a date, time, and placed
fixed by notice as provided for above or, if such date is less than thirty days
from the date of adjournment, to a date, time, and place fixed by the majority
and announced at the original meeting prior to adjournment.
Section 2.9 Action Without Meeting. Any action required or permitted to
be taken at a meeting of the Shareholders may be taken without a meeting if a
consent in writing, setting forth the action taken, shall be signed by all of
the Shareholders entitled to vote with respect to the subject matter thereof.
Section 2.10 Proxies. At all meetings of Shareholders, a Shareholder may
vote in person or by proxy executed 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. No proxy shall be valid after
eleven months from the date of its execution unless it qualifies as an
irrevocable proxy under the Act.
Section 2.11 Action. Approval of actions by Shareholders shall be in
accordance with the requirements of the Act, except to the extent otherwise
provided by the Articles of Incorporation.
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Section 2.12 Order of Business. The order of business at the annual
meeting, and so far as practicable at all other meetings of Shareholders, shall
be as follows:
(1) Proof of notice of the meeting
(2) Determination of a quorum
(3) Reading and disposal of unapproved minutes
(4) Reports of officers and committees
(5) Election of directors
(6) Unfinished business
(7) New business
(8) Adjournment
Except with respect to a specific rule to the contrary in these Bylaws or
the Act, Robert's Rules of Order shall be used to resolve any procedural
disputes that might arise in a Shareholders' meeting.
ARTICLE 3.
DIRECTORS
Section 3.1 Authority. Except as otherwise provided in the Corporation's
Articles of Incorporation, the Board of Directors shall have ultimate authority
over the conduct and management of the business and affairs of the Corporation.
Section 3.2 Number. The Corporation shall have five (5) Directors.
Section 3.3 Tenure. Each Director shall hold office from the date of his
election and qualification until his successor shall have been duly elected and
qualified, or until his earlier removal, resignation, death, or incapacity. An
election of all Directors by the Shareholders shall be held at each annual
meeting of the Corporation's Shareholders. A Director need not be a Shareholder.
Cumulative voting shall be allowed, as provided in the Corporation's Articles of
Incorporation.
Section 3.4 Removal. Any Director may be removed from office, with or
without cause, by a vote of the holders of a majority of the shares of the
Corporation's voting stock. Any Director may be removed from office with cause
by a majority vote of the Board of Directors at a meeting at which only the
removal and replacement of the Director or Directors in question shall be
considered.
Section 3.5 Vacancies. The Shareholders shall elect a new Director to
fill any vacancy on the Board of Directors in the same manner and subject to the
same restrictions and
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voting rights as apply to the election of the Director whose removal,
resignation, death, or newly created directorship created the vacancy.
Section 3.6 Regular Meetings. A regular meeting of the Board of
Directors shall be held without notice other than this Bylaw immediately after,
and at the same place as, the annual meeting of Shareholders. The Board of
Directors may by resolution provide for the holding of additional regular
meetings without notice other than such resolution; provided, however, the
resolution shall fix the date, time, and place (which may be anywhere within or
without the State of the Corporation's Principal Office) for these regular
meetings.
Section 3.7 Special Meetings; Notice of Special Meeting. Special meetings
of the Board of Directors may be called for any lawful purpose or purposes by
any Director or the President of the Corporation. The person calling a special
meeting shall give, or cause to be given, to each Director at his business
address, notice of the date, time and place of the meeting by any normal means
of communication not less than twenty-four (24) hours nor more than sixty (60)
days prior thereto. The notices may but need not, describe the purpose of the
meeting. If mailed, the notice shall be deemed to be delivered when deposited in
the United States mail at the Director's business address, with postage thereon
prepaid. If notice is given by telegram, the notice shall be deemed delivered
when the telegram is delivered to the telegraph company. Any time or place fixed
for a special meeting must permit participation in the meeting by means of
telecommunications as authorized below.
Section 3.8 Waiver of Notice of Special Meetings. Notice of a special
meeting need not be given to any Director who signs a waiver of notice either
before or after the meeting. To be effective the waiver shall contain recitals
sufficient to identify beyond reasonable doubt the meeting to which it applies.
The recitals may, but need not necessarily, include reference to the date and
purpose of the meeting and the business transacted thereat. Recital of the
proper date of a meeting shall be conclusive identification of the meeting to
which a waiver of notice applies unless the waiver contains additional recitals
creating a patent ambiguity as to its proper application. The attendance of a
Director at a special Directors meeting shall constitute a waiver of notice of
that meeting, except where the Director attends the meeting for the sole and
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 3.9 Participation by Telecommunications. Any Director may
participate in, and be regarded as present at, any meeting of the Board of
Directors by means of conference telephone or any other means of communication
by which all persons participating in the meeting can hear each other at the
same time.
Section 3.10 Quorum. A majority of Directors in office shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors.
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Section 3.11 Action. The Board of Directors shall take action Pursuant to
resolutions adopted by the affirmative vote of a majority of the Directors
participating in a meeting at which a quorum is present, or the affirmative vote
of a greater number of Directors where required by the Corporation's Articles of
Incorporation or otherwise by law.
Section 3.12 Action Without Meeting. Any action required or permitted to
be taken by the Board of Directors at an annual, regular, or special meeting may
be taken without a meeting if a consent in writing, setting forth the action
taken, shall be signed by all of the Directors.
Section 3.13 Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors 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 his dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. The right to dissent shall not apply to a Director
who voted in favor of such action.
Section 3.14 Committees. The Board of Directors may by resolution
designate and delegate authority to an Executive Committee and other committees
with such authority as may be permitted by the Act. Special meetings of any
committee may be called at any time by any Director who is a member of the
committee or by any person entitled to call a special meeting of the full Board
of Directors. Except as otherwise provided in the section, the conduct of all
meetings of any committee, including notice thereof, shall be governed by
Sections 3.6 through 3.13 of this Article.
Section 3.15 Order of Business. The order of business at all meetings of
the Board of Directors shall be:
(1) Determination of a quorum
(2) Reading and disposal of all unapproved minutes
(3) Reports of officers and committees
(4) Unfinished business
(5) New business
(6) Adjournment
Except with respect to a specific rule to the contrary in these Bylaws or
the Act, Roberts Rules of Order shall be used to resolve any procedural dispute
that might arise in a Board of Directors' meeting.
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ARTICLE 4.
OFFICERS
Section 4.1 In General. The officers of the Corporation shall consist of
a President, a Vice President, a Secretary and a Treasurer and such additional
vice presidents, assistant secretaries, assistant treasurers and other officers
and agents as the Board of Directors deems advisable from time to time. All
officers shall be appointed by the Board of Directors to serve at its pleasure.
Except as may otherwise be provided by law or in the Articles of Incorporation,
any officer may be removed by the Board of Directors at any time, with or
without cause. Any vacancy, however occurring, in any office may be filled by
the Board of Directors for the unexpired term. One person may hold two or more
offices. Each officer shall exercise the authority and perform the duties as may
be set forth in these Bylaws and any additional authority and duties as the
Board of Directors shall determine from time to time.
Section 4.2 President. The President shall be the chief executive officer
of the Corporation and, subject to the authority of the Board of Directors,
shall manage the business and affairs of the Corporation. The President shall
preside at all meetings of the Shareholders and all meetings of the Board of
Directors, and shall see that the resolutions of the Board of Directors are put
into effect. The President shall have full authority to execute on the
Corporation's behalf any and all contracts, agreements, notes, bonds, deeds,
mortgages, certificates, instruments, and other documents except as may be
specifically limited by resolution of the Board of Directors.
Section 4.3 Vice President. The Vice President shall serve under the
direction of the President. In the absence, incapacity, or inability or refusal
of the President to act, the Vice President shall assume the authority and
perform the duties of the President. If the Board of Directors appoints more
than one Vice President, the seniority of the Vice Presidents shall be
determined from their dates of appointment unless the Board of Directors shall
otherwise specify.
Section 4.4 Secretary. Except as otherwise provided by these Bylaws or
determined by the Board of Directors, the Secretary shall serve under the
direction of the President. The Secretary shall attend all meetings of the
Shareholders and the Board of Directors and record the proceedings thereof. The
Secretary shall give, or cause to be given all notices in connection with such
meetings. The Secretary shall be the custodian of the Corporate seal and affix
the seal to any document requiring it.
Section 4.5 Treasurer. Except as otherwise provided by these Bylaws or
determined by the Board of Directors, the Treasurer shall serve under the
direction of the President. The Treasurer shall, under the direction of the
President, keep safe custody of the Corporation's funds
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and maintain complete and accurate books and records of account. The Treasurer
shall upon request report to the Board of Directors on the financial condition
of the Corporation.
Section 4.6 Assistant Officers. Except as otherwise provided by these
Bylaws or determined by the Board of Directors, the Assistant Secretaries and
Assistant Treasurers, if any, shall serve under the immediate direction of the
Secretary and the Treasurer, respectively, and under the ultimate direction of
the President. The Assistant Officers shall assume the authority and perform the
duties of their respective immediate superior officer as may be necessary in the
absence, incapacity, or inability or refusal of such immediate superior officer
to act. The seniority of Assistant Officers shall be determined from their dates
of appointment unless the Board of Directors shall otherwise specify.
ARTICLE 5.
INDEMNIFICATION
Section 5.1 Scope. Every person who was or is a party to, or is
threatened to be made a party to, or is otherwise involved in, any action, suit,
or proceeding, whether civil, criminal, administrative, or investigative, by
reason of the fact that he or a person of whom he is the legal representative is
or was a Director or Officer of the Corporation or is or was serving at the
request of the Corporation or for its benefit as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust, or other enterprise, shall be indemnified and held harmless to the
fullest extent legally permissible under and pursuant to the Act, against all
expenses, liabilities, and losses (including without limitation attorneys' fees,
judgments, fines, and amounts paid or to be paid in settlement) reasonably
incurred or suffered by him in connection therewith. Such right of
indemnification shall be a contract right that may be enforced in any manner
desired by such person. Such right of indemnification shall not be exclusive of
any other right which such Directors, Officers, or representatives may have or
hereafter acquire and, without limiting the generality of such statement, they
shall be entitled to their respective rights of indemnification under any bylaw,
agreement, vote of Shareholders, insurance, provision of law, or otherwise, as
well as their rights under this Article.
Section 5.2 Indemnification Plan. The Board of Directors may from time to
time adopt an Indemnification Plan implementing the rights granted in Section
5.1. This indemnification Plan shall set forth in detail the mechanics of how
the indemnification rights granted in Section 5.1 shall be exercised.
Section 5.3 Insurance. The Board of Directors may cause the Corporation
to purchase and maintain insurance on behalf of any person who is or was a
Director or Officer of the Corporation, or is or was serving at the request of
the Corporation as a Director or Officer of another corporation, or as its
representative in a partnership, joint venture, trust, or other enterprise,
against any liability asserted against such person and incurred in any such
capacity or
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arising out of such status, whether or not the Corporation would have the power
to indemnify such person.
ARTICLE 6.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 6.1 Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 6.2 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, and such authority may be
general or confined to specific instances.
Section 6.3 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 the officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 6.4 Deposits. All holds 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.
ARTICLE 7.
MISCELLANEOUS
Section 7.1 Certificate for Shares. Certificates representing shares of
capital stock of the Corporation shall state upon the face thereof the name of
the person to whom issued, the number of shares, the par value per share and the
fact that the Corporation is organized under the laws of the State of South
Carolina. Each certificate 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. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issuance, shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon the making of an affidavit by the holder of record of the shares
represented by such certificate setting forth the facts concerning the loss,
theft or mutilation thereof and upon such bond or indemnity to the
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Corporation as the Board of Directors may prescribe. A new certificate may be
issued without requiring any bond when, in the judgment of the Board of
Directors, it is not imprudent to do so.
Section 7.2 Transfer of Shares. Subject to the provisions of the Act
and to any transfer restrictions binding on the Corporation, transfer of shares
of the Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by his agent, attorney-in-fact or
other legal representative, who shall furnish proper evidence of authority to
transfer, upon surrender for cancellation of the certificate for such shares.
The person in whose name shares stand on the stock transfer books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes.
Section 7.3 Voting of Shares in Other Corporations Owned By The
Corporation. Subject always to the specific directions of the Board of
Directors, any share or shares of stock issued by any other corporation and
owned or controlled by the Corporation may be voted at any shareholders' meeting
of the other corporation by the President of the Corporation if he be present,
or in his absence by any Vice-President of the Corporation who may be present.
Whenever, in the judgment of the President, or, in his absence, of any Vice-
President, it is desirable for the Corporation to execute a proxy or give a
shareholders' consent in respect to any share or shares of stock issued by any
other corporation and owned or controlled by the Corporation, the proxy or
consent shall be executed in the name of the Corporation by the President or one
of the Vice-Presidents of the Corporation without necessity of any authorization
by the Board of Directors. Any person or persons designated in the manner above
stated as the proxy or proxies of the Corporation shall have full right, power
and authority to vote the share or shares of stock issued by the other
corporation.
Section 7.4 Fiscal Year. The fiscal year of the Corporation shall be
established, and may be altered, by resolution of the Board of Directors from
time to time as the Board deems advisable.
Section 7.5 Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the term and conditions as the Board of Directors deems
advisable and as permitted by law.
Section 7.6 Seal. The seal of the Corporation shall be circular in form
and shall have inscribed thereon the name of the Corporation, the year of its
organization, and the words "Corporate Seal, Fabrene Corp."
Section 7.7 Amendment. These Bylaws may be altered, amended, or repealed
and new Bylaws may be adopted by the Directors, subject to the right of the
shareholders to alter, adopt, amend or repeal Bylaws as provided in the Act and
the Corporation's Articles of Incorporation.
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Section 7.8 Severability. Any provision of these Bylaws, or any
amendment or alteration thereof, which is determined to be in violation of the
Act shall not in any way render any of the remaining provisions invalid.
Section 7.9 References to Gender and Number Terms. In construing
these Bylaws, feminine or neuter pronouns shall be substituted for those
masculine in form and vice versa, and plural terms shall be substituted for
singular and singular for plural in any place in which the context so requires.
Section 7.10 Headings. The Article and Section headings in these
Bylaws are inserted for convenience only and are not part of the Bylaws.
Section 7.11 Inspection of Records by Shareholders. A shareholder is
entitled to inspect and copy, during regular business hours at the Corporation's
principal office, any of the following records of the Corporation, if he gives
the Corporation written notice of his demand at least five (5) business days
before the date on which he wishes to inspect and copy:
(1) its Articles of Incorporation or Restated Articles of Incorporation
and all amendments to them currently in effect;
(2) its Bylaws or restated Bylaws and all amendments to them currently in
effect;
(3) resolutions adopted by its Board of Directors creating one or more
class or series of shares, and fixing their relative rights,
preferences, and limitations, if shares issued pursuant to those
resolutions are outstanding;
(4) the minutes of all Shareholders' meetings, and records of all action
taken by Shareholders without a meeting, for the past three years;
(5) all written communications to Shareholders, generally, within the past
three years, including the financial statements furnished for the past
three years;
(6) a list of the names and business addresses of its current Directors
and Officers;
(7) its most recent Annual Report delivered to the Secretary of State; and
(8) all contracts or other written agreements between the Corporation and
any of its Shareholders and all contracts or other written agreements
between two or more of the Shareholders.
A Shareholder is entitled to inspect and copy, during regular business
hours at a reasonable location specified by the Corporation, any of the
following records of the corporation
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if the Shareholder: gives the Corporation written notice of his demand at least
five (5) business days before the date on which he wishes to inspect and copy,
and his demand is made in good faith and for a proper purpose; he describe with
reasonable particularity his purpose and the records he desires to inspect; and
the records are directly connected with his purpose.
(1) excerpts from minutes of any meeting of the Board of Directors,
records of any action of a committee of the Board of Directors while
acting in place of the Board of Directors on behalf of the
Corporation, minutes of any meeting of the Shareholders, and records
of action taken by the Shareholders or Board of Directors without a
meeting to the extent not otherwise subject to inspection under this
section of the Bylaws;
(2) account records of the Corporation; and
(3) the record of Shareholders.
A Shareholder's agent or attorney has the same inspection and copying
rights as the shareholder he represents. The right to copy records under this
section includes, if reasonable, the right to receive copies made by
photographic, xerographic, or other means. The Corporation may impose a
reasonable charge, covering the costs of labor and material, for copies of any
documents provided to the shareholder. The charge may not exceed the estimated
cost of production or reproduction of the records.
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