EXHIBIT 3.2
AMENDED AND RESTATED BYLAWS
OF
GLOBE MANUFACTURING CORP.
SECTION 1. IDENTIFICATION
SECTION 1.1 NAME
The name of the corporation is Globe Manufacturing Corp. (the
"Corporation").
SECTION 1.2 PRINCIPAL OFFICE
The address of the principal office of the Corporation is 456 Bedford
Street, Fall River, MA 02720. The Corporation may have such other offices
either within or without the State of Alabama as the board of directors may
designate or as the business of the Corporation may from time to time require.
SECTION 2. MEETINGS OF SHAREHOLDERS
SECTION 2.1 ANNUAL MEETING
The annual meeting of the shareholders of the Corporation shall be held on
the second Tuesday of the third month following the end of the Corporation's
fiscal year, if not a legal holiday, and if a legal holiday, then on the next
day following, or such other date as may be prescribed by the board of
directors, for the purposes of
1. electing directors;
2. considering and acting upon the reports of officers and
directors; and
3. transacting such other business as may come before the meeting.
SECTION 2.2 SPECIAL MEETINGS
Special meetings of the shareholders may be held at any time whenever
called by the president, by the board of directors, or by any shareholder.
SECTION 2.3 NOTICE
Written notice of all meetings shall be given to each shareholder at his
address as it appears on the stock transfer books of the Corporation. Notices
shall specify the purpose, place, day, and hour of the meeting. Notice shall be
given not less than 10 or more than 60
days before the meeting.
SECTION 2.4 WAIVER
Any shareholder may waive notice of any meeting of the shareholders by a
written waiver of notice signed by such shareholder before, at, or after such
meeting.
SECTION 2.5 PROXY
At any meeting of the shareholders a shareholder may vote either in person
or by written proxy. No proxy shall be valid after 11 months from the date of
its execution, unless otherwise provided in the proxy.
SECTION 2.6 QUORUM
For the transaction of business at any meeting of the shareholders, the
holders of more than 50 percent of the shares must be present in person or by
proxy, except as otherwise provided by law. If, however, such majority shall
not be present at any meeting of the shareholders, the shareholders present
shall have power to adjourn the meeting, without notice other than announcement
at the meeting, until the requisite number of shares shall be present. If the
requisite number of shares shall become represented after such adjournment, any
business may then be transacted which might have been transacted at the meeting
as originally called.
SECTION 2.7 VOTING
All questions and elections shall be determined by a majority vote of the
shares present at any meeting, except as otherwise provided by law. Only
persons in whose names shares appear on the stock transfer books of the
Corporation on the date on which notice of the meeting is given shall be
entitled to vote at such meeting, unless some other day is fixed by the board of
directors for the determination of shareholders of record. Such date shall be
not less than 10 days nor more than 60 days before the meeting. Each
outstanding share shall be entitled to one vote on each matter submitted to a
vote.
SECTION 2.8 PLACE
The board of directors may designate any place either within or without the
State of Alabama as the place of meeting for any annual or special meeting of
the shareholders. In the absence of any designation, all meetings shall be held
at the principal office of the Corporation.
SECTION 2.9 CONSENT
Any action which may be taken by the shareholders at a meeting may be taken
without a meeting if a written consent setting forth the action so taken is
signed by all of the
shareholders. Such a consent shall have the effect of a unanimous vote, and the
signature of a shareholder thereon shall constitute a waiver of notice under
Section 2.4 above.
SECTION 2.10 VOTING RECORD
Within two business days of notice to the shareholders of a meeting of the
shareholders, the secretary shall make a complete list of the shareholders
entitled to vote at such meeting. Such list shall be prepared in alphabetical
order and shall show the address and number of shares held by each shareholder.
The list shall be kept on file at the principal office of the Corporation and
shall be subject to inspection at any time during normal business hours by any
shareholder making written request therefor. The list shall be produced and
kept open at the time and place of the meeting and shall be subject to
inspection by any shareholder during the meeting.
SECTION 3. THE BOARD OF DIRECTORS
SECTION 3.1 NUMBER AND QUALIFICATIONS
The board of directors of the Corporation shall consist of not less than
one nor more than seven directors, to be elected by the shareholders except as
provided in the Corporation's articles of incorporation or herein. No director
need be a shareholder or a resident of the State of Alabama.
SECTION 3.2 TERM
A director's term of office shall be for the twelve-month period following
his election and until his successor is duly elected and qualified, or until
such director's earlier death or resignation.
SECTION 3.3 VACANCY
The remaining directors, even if not constituting a quorum, shall elect a
director to fill any vacancy caused by death or by an increase in the number of
directorships.
SECTION 3.4 REMOVAL
Any director may be removed with or without cause by vote of the
shareholders at any meeting called for that purpose; and the shareholders may
immediately upon such removal elect a successor to fill such director's
unexpired term.
SECTION 3.5 POWERS
The board of directors shall have the general management of the Corporation
and is vested with all the powers possessed by the Corporation itself. The
board of directors shall have the power to determine what constitutes net
income, earnings, what amounts shall be
reserved for working capital and for other purposes, and what amount shall be
declared as distributions. The board of directors shall have the right to
revalue the Corporation's assets. Such determinations by the board of directors
shall be final and conclusive. The board of directors may from time to time
adopt such rules and regulations for the conduct of their meetings and the
general management of the Corporation as they may deem proper by resolution or
otherwise.
SECTION 3.6 REGULAR MEETINGS
A regular meeting of the board of directors shall be held immediately
following the annual meeting of the shareholders.
SECTION 3.7 SPECIAL MEETINGS
Special meetings of the board of directors may be called by the president
or by any two directors.
SECTION 3.8 NOTICE
Special meetings of the board of directors shall be called on no less than
48 hours advance written notice, or such lesser notice as may be reasonable
under the circumstances, to each director, specifying the place, day, and hour
of such meeting. Meetings may be held by conference telephone call or by like
means in accordance with section 10-2B-8.20 of the Alabama Business Corporation
Act, as in effect from time to time.
SECTION 3.9 WAIVER
Any director may waive notice of any meeting of the board of directors by
written waiver of notice signed by such director before, at, or after such
meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting unless the director objects in accordance with section
10-2B-8.23 of the Alabama Business Corporation Act, as in effect from time to
time.
SECTION 3.10 QUORUM
A quorum shall consist of a majority of the directors.
SECTION 3.11 VOTING
All questions and elections shall be determined by a majority vote of the
directors in attendance at any meeting, except as may otherwise be provided by
law.
SECTION 3.12 CONSENT
Any action which may be taken by the board of directors at a meeting may be
taken
without a meeting if a written consent setting forth the action so taken is
signed by all of the directors. Such a consent shall have the effect of a
unanimous vote, and the signature of a director thereon shall constitute a
waiver of notice under Section 3.9.
SECTION 3.13 COMPENSATION
Directors and members of committees may receive such compensation, if any,
for their services and such reimbursement for expenses as may be fixed or
determined by resolution of the board of directors.
SECTION 4. THE OFFICERS
SECTION 4.1 OFFICERS
The officers of the Corporation shall be elected by the board of directors
and shall consist of a president, a vice president, a secretary, and a
treasurer, or a secretarytreasurer. The board of directors may also elect
additional vice presidents, assistant secretaries, assistant treasurers, and
such other officers as the board of directors may determine. Such other
officers shall exercise such powers and perform such duties as shall be assigned
by the board of directors.
SECTION 4.2 ELECTION
At its regular meeting after an annual meeting of the shareholders, the
board of directors shall elect a president, a vice president, a secretary, and a
treasurer, or a secretary/treasurer, and such other officers as shall be deemed
appropriate. One person may hold more than one office.
SECTION 4.3 OTHER AGENTS
The board of directors may elect such other agents as it shall deem
appropriate. Such agents shall exercise such powers and perform such duties as
shall be fixed by the board of directors.
SECTION 4.4 COMPENSATION
The salaries and other compensation of all officers, agents, and employees
of the Corporation shall be as fixed by the board of directors.
SECTION 4.5 TERM OF OFFICE
The term of office for an officer shall be the 12-month period following
election and until a successor is duly elected and qualified or until such
officer's earlier death or resignation. Any vacancy occurring in any office of
the corporation shall be filled by the board of directors during the board's
regular meeting or at a special meeting called for such
purpose.
SECTION 4.6 REMOVAL
Any officer elected by the board of directors may be removed at any time
with or without cause by vote of the board of directors.
SECTION 4.7 DUTIES
Each officer shall have the duties usual and customary to his office or as
hereafter set by resolution of the board of directors, including, but not
limited to, the following:
SECTION 4.7.1 PRESIDENT
The president shall be the chief executive officer of the Corporation.
He shall preside at all meetings of the shareholders and directors and shall
have the responsibility for daytoday supervision and management of the business
of the Corporation. The president shall see that all orders and resolutions are
carried into effect. The president shall have authority to execute instruments
and documents on behalf of the Corporation in the ordinary course of business.
SECTION 4.7.2 VICE PRESIDENT
The vice president shall perform those duties assigned to him by the
board of directors and shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president. However, the vice
president shall not have the power to execute instruments and documents on
behalf of the Corporation, except upon resolution of the board of directors.
SECTION 4.7.3 SECRETARY
The secretary shall attend all meetings of the board of directors and
meetings of the shareholders, and shall record all votes and minutes of all
meetings in a book to be kept for that purpose. He shall give notice of all
shareholder's meetings to the shareholders and of all meetings of the board of
directors to the directors. He shall be custodian of the corporate seal of the
Corporation and may affix the corporate seal to any instrument requiring it,
attesting the same by his signature. The secretary shall keep and maintain the
Corporation's stock transfer book, including a stock register, showing the
number of shares issued to all shareholders, and the date of any issuance,
transfer, or cancellation of same.
SECTION 4.7.4 TREASURER
The treasurer shall have custody of the Corporation's funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation. The treasurer shall deposit
all monies and all valuable effects in the name of the
Corporation in such depositories as may be designated by the board of directors,
except such petty cash funds as may be provided by the board of directors. Such
funds so deposited shall be subject to withdrawal on checks signed by the
treasurer or by such other person as the board of directors may designate.
SECTION 5. SHARES
SECTION 5.1 CERTIFICATES FOR SHARES
Every shareholder of the Corporation shall be entitled to have a
certificate signed in the name of the Corporation by the president or vice
president and the secretary or treasurer, certifying the number of shares owned
by him.
SECTION 5.2 TRANSFER OF SHARES
Upon surrender to the secretary of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment, or authority to
transfer, the secretary shall issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon the
Corporation's books--subject, however, to any agreement of the shareholders and
the Corporation restricting the right to transfer shares.
SECTION 5.3 SHAREHOLDER'S RIGHTS
The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive distributions
and to vote as such owner. The Corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have notice or knowledge thereof, except as
otherwise provided by law.
SECTION 5.4 COMMON SHARES
The shares of the Corporation shall be common shares. Except as stated in
the articles of incorporation or herein, such shares have all of the powers
granted by the laws of the State of Alabama to shares of that nature.
SECTION 5.5 ASSESSMENT
When fully paid for, the shares of the Corporation shall not be assessable.
SECTION 5.6 LOST CERTIFICATES
Any person claiming that a certificate for shares has been lost, stolen, or
destroyed shall make an affidavit or affirmation of that fact and advertise the
same in such manner as the board of directors may require and shall give the
Corporation such bond or indemnification in such amount and form and with such
sureties as may be required by the
board of directors, whereupon a new certificate may be issued of the same tenor
and for the same number of shares as the one alleged to have been lost, stolen,
or destroyed.
SECTION 6. DISTRIBUTIONS
Distributions to shareholders shall be declared and paid as often and at
such times as the board of directors may determine. Before payment of any
distribution, the board of directors may set aside such sum as the board of
directors may, in its discretion, deem proper as a reserve fund for meeting
contingencies, for equalizing distributions, for repairing or maintaining any
property of the Corporation, or for any other purpose the board of directors
shall deem conducive to the interests of the Corporation.
The board of directors may make such distribution if the Corporation is
able to pay its debts as they become due in the usual course of business and if
the total assets of the Corporation at least equal the sum of its total
liabilities. Such measurement of assets may be done by the board of directors
using any method that is reasonable in the circumstances including a fair
revaluation of the assets.
SECTION 7. NOTICES
Whenever the provisions of these Bylaws or the laws of the State of Alabama
require notice to be given to any director or shareholder, notice shall be given
by personal delivery, facsimile, or by depositing the same in the United States
mail, postage prepaid, addressed to such shareholder or director at his address
as it appears in the minute book or stock transfer records of the Corporation.
Any director or shareholder may waive any notice required to be given by law,
the articles of incorporation, or these Bylaws.
SECTION 8. FISCAL YEAR
The first fiscal year of the Corporation shall begin on the formation of
the Corporation and shall end on such day as may be selected by the officers;
and each subsequent fiscal year shall conform to the fiscal year adopted for
purposes of reporting under the Internal Revenue Code of 1986, as in effect from
time to time.
SECTION 9. RECORDS AND FINANCIAL REPORTS
SECTION 9.1 MINUTE BOOK
The secretary shall keep and maintain a minute book containing the articles
of incorporation, bylaws, minutes of the meetings of the shareholders,
directors, and committees, the stock transfer books, and other pertinent records
of the Corporation.
SECTION 9.2 RECORDS OF TRANSACTIONS
The secretary shall maintain at the principal office of the Corporation
correct and
complete records of all transactions of the Corporation and the minute book, or
copies thereof.
SECTION 9.3 FINANCIAL STATEMENTS
The board of directors shall direct the treasurer to mail to each of the
shareholders such financial information as may be required by the laws of the
State of Alabama.
SECTION 9.4 OTHER INFORMATION
The secretary shall keep and maintain at the principal office of the
Corporation correct and complete records of all resolutions creating classes or
series of shares, if shares issued pursuant to those resolutions are
outstanding, records of actions taken by shareholders without a meeting for the
past three years, and all written communications to shareholders generally
within the past three years.
SECTION 10 CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the Corporation
and the words "Corporate Seal, Alabama." The seal may be used by causing it or
a facsimile thereof to be impressed or otherwise affixed.
SECTION 11 INDEMNIFICATION
The Corporation shall indemnify the officers and members of the board of
directors of the Corporation as follows:
SECTION 11.1 ALABAMA BUSINESS CORPORATION ACT
The Corporation shall indemnify the officers and members of the board of
directors of the Corporation and former officers and former members of the board
of directors to the maximum extent permitted by the Alabama Business Corporation
Act, as in effect from time to time.
SECTION 11.2 ADDITIONAL INDEMNITY
Additionally, the Corporation shall indemnify any person who is or was a
party or who is threatened to be made a party to any threatened, pending, or
completed claim, action, lawsuit, or proceeding, whether civil, criminal,
administrative, or investigative by reason that he is or was an officer or
director of the Corporation or that he is or was serving at the request of the
Corporation as a director, manager, member, partner, officer, employee, trustee,
fiduciary, or agent of another corporation, limited liability company,
partnership, joint venture, trust, plan, or other enterprise against expenses
(including attorneys' fees), judgments, costs, fines, and amounts paid in
settlement, actually and reasonably incurred by him in connection with such
claim, action, lawsuit, 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.
Determination of any claim, action, lawsuit, proceeding, or prosecution by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent shall not, in and of itself, create a presumption that the person
did not act in good faith and in a manner in 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; except that no indemnification shall be made with respect
at 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, a court of equity or the court
in which such claim, action, lawsuit, or proceeding was brought shall determine
upon application that, despite the adjudication of liability, 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 other court shall deem
proper.
SECTION 11.3 ADVANCEMENT
Expenses, including, but not limited to, attorneys' fees, incurred in
defending a civil or criminal claim, action, lawsuit, or proceeding may be paid
by the Corporation in advance of the final disposition of such claim, action,
lawsuit or proceeding upon receipt of an undertaking by or on behalf of the
officer or director to repay such amount if such advance is made in accordance
with section 102B8.53 of the Alabama Business Corporation Act, as in effect from
time to time.
SECTION 11.4 NONEXCLUSIVE NATURE
Indemnification provided by these Bylaws shall not be exclusive of any
other rights to which those indemnified may be otherwise entitled under any
statute, rule of law, provision of certificate or articles of incorporation or
bylaws, agreement, vote of shareholders 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 an officer or director and shall inure to the benefit of
his personal representatives, legatees, distributees, heirs, nextofkin,
successors, and assigns. If such other provisions provide broader rights of
indemnification than these Bylaws, such other provisions shall control and take
precedence.
SECTION 11.5 INSURANCE
The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was an officer, director, employee or agent of
the Corporation or is or was serving at the request of the Corporation as a
director, manager, member, partner, officer, employee, trustee, fiduciary, or
agent of another corporation, limited liability
company, partnership, joint venture, trust, plan, 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
otherwise have the power to indemnify him against such liability under the
provisions of these Bylaws.
SECTION 11.6 SEVERABILITY
The invalidity or unenforceability of any provision hereof shall not in any
way affect the remaining provisions hereof, which shall continue in full force
and effect.
SECTION 12. MISCELLANEOUS
SECTION 12.1 AMENDMENTS
These Bylaws may be amended or repealed and new bylaws may be adopted by
the board of directors at any meeting of the board of directors.
SECTION 12.2 GENDER
All personal pronouns used in these Bylaws shall include all genders,
whether used in the masculine, feminine, or neuter gender. Singular nouns and
pronouns shall include the plural, as may be appropriate, and vice versa.
Dated as of this the ______ day of _________________, 1998.
/s/ Lawrence R. Walsh
--------------------------------------------
Lawrence R. Walsh
As Vice President, Finance & Administration
of Globe Manufacturing Corp.
THIS INSTRUMENT PREPARED BY:
TANNER & GUIN, L.L.C.
Attorneys at Law
Capitol Park Center
2711 University Boulevard (35401)
P. O. Box 3206
Tuscaloosa, Alabama 35403
Telephone: (205) 349-4300
Facsimile: (205) 349-4332