Exhibit 3.2(d)
AS ADOPTED JULY 6, 1988
AMENDED AND CONSOLIDATED
CODE OF REGULATIONS
OF
THE GRADALL COMPANY
(an Ohio corporation)
ARTICLE I
CAPITAL STOCK
1.1 CERTIFICATES REPRESENTING SHARES. Certificates
representing shares shall be signed by the Chairman of the Board, if any, or
the President or a Vice-President and by the Secretary, an Assistant
Secretary, the Treasurer, or an Assistant Treasurer of the Corporation, shall
certify the number and class of shares represented thereby, and shall set
forth the statements prescribed by Section 1701.25 of the Revised Code of Ohio
("General Corporation Law"). When such certificate is countersigned by an
incorporated transfer agent or registrar, the signature of any of said
officers of the Corporation may be facsimile, engraved, stamped, or printed.
Although any officer of the Corporation whose manual or facsimile signature is
affixed to such a certificate ceases to be such officer before the certificate
is delivered, such certificate nevertheless shall be effective in all respects
when delivered.
1.2 DELIVERY OF SHARES. A certificate representing
shares shall not be executed or delivered until the share or shares
represented thereby are fully paid.
1.3 SUBSTITUTED CERTIFICATES. The Corporation may issue
a new certificate for shares in place of any certificate theretofore issued by
it, alleged to have been lost, stolen, or destroyed, and the Board of
Directors may require the owner of any lost, stolen, or destroyed certificate,
or his legal representative, to give the Corporation a bond sufficient to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss, theft, or destruction of any such certificate or
the issuance of any such new certificate.
1.4 FRACTIONAL SHARE INTERESTS. The Corporation may but
need not execute and deliver a certificate for or including a fraction of
share; or, in lieu thereof, may deliver to the person otherwise entitled to
become holder of a fraction of a share an amount in cash specified as the
value thereof in a resolution of the Directors, or other agreement or
instrument pursuant to which such fraction of a share would otherwise be
issued, or, if not so specified, then the amount determined for such purpose
by the Directors or the amount realized upon sale of such fraction of a share;
or provide reasonable means to afford to such person the opportunity, on
specified terms and conditions, to purchase or sell fractional interests in
shares, to the exclusion of all rights he might otherwise have; or execute and
deliver registered or bearer scrip over the manual or facsimile signature of
an officer of the Corporation or of its agent for
that purpose, exchangeable as therein provided for the full rights as a
shareholder except as therein provided. The scrip may provide that it shall
become void unless the rights of the holders are exercised within a specified
period and may contain any other provisions that the Corporation deems
advisable. Whenever any such scrip ceases to be exchangeable for full shares,
the shares that would otherwise have been issuable as therein provided shall
be deemed to be treasury shares unless the scrip contains other provision for
their disposition.
1.5 SHARE TRANSFERS. Upon compliance with provisions
restricting the transferability of shares, if any, transfers of shares of the
Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation or with
an incorporated transfer agent or a registrar, if any, and on surrender of the
certificate or certificates for such shares properly endorsed and the payment
of all taxes due thereon, if any.
ARTICLE II
THE SHAREHOLDERS
2.1 RECORD DATE FOR SHAREHOLDERS. For any lawful
purpose, including, without limitation, the determination of the shareholders
who are entitled to: (1) receive notice of or to vote at a meeting of
shareholders; (2) receive payment of any dividend or distribution; (3) receive
or exercise rights of purchase of or subscription for, or exchange or
conversion of, shares or other securities, subject to contract rights with
respect thereto; or (4) participate in the execution of written consents,
waivers, or releases, the Board of Directors may fix a record date which shall
not be a date earlier than the date on which the record date is fixed and, in
the cases provided for in clauses (1), (2), and (3) above, shall not be more
than sixty (60) days, preceding the date of the meeting of the shareholders,
or the date fixed for the payment of any dividend or distribution, or the date
fixed for the receipt or the exercise of rights, as the case may be. The
record date for the purpose of clause (1) above, shall continue to be the
record date for all adjournments of such meeting unless the Directors shall
fix another date, and, in case a new record date is so fixed, notice thereof
and of the date to which the meeting shall have been adjourned shall be given
to the shareholders of record as of said date in accordance with the same
requirements as those applying to a meeting newly called.
2.2 MEANING OF CERTAIN TERMS. As used in these
Regulations in respect of the right to notice of a meeting of shareholders or
a waiver thereof or to participate or vote thereat or to execute a consent,
waiver, or release, or to register dissent, as the case may be, the term
"share" or "shares" or "shareholder" or "shareholders" refers to an
outstanding share of shares and to a holder or holders of record of
outstanding shares when the Corporation is authorized to issue only one class
of shares and said reference is also intended to include any outstanding share
or shares of any holder or holders of record of outstanding shares of any
class upon which or upon whom the Articles of Incorporation confer such rights
where there are two or more classes or series of shares or upon which or upon
whom the General Corporation Law confers such rights notwithstanding that the
Articles of Incorporation may provide for more than one class or series of
shares, one or more of which are limited or denied such rights thereunder.
Except for subscriptions received by the incorporators, and except as the
contract of subscription may otherwise provide, a subscriber for shares for
which the subscription price has not been fully
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paid shall not be deemed to be a shareholder and the shares so subscribed
shall not be deemed to be outstanding shares.
2.3 SHAREHOLDER MEETINGS.
A. TIME. The annual meeting for the election
of directors, the consideration of reports to be laid before the
meeting, and for such other purposes as shall be stated in the notice
of the meeting, shall be held on a date designated by the Board of
Directors. In the absence of such designation the annual meeting
shall be held on the third Thursday of the fourth month following the
close of the fiscal year of the Corporation. A special meeting shall
be held on the date designated by the directors.
B. PLACE. Annual meetings and special
meetings shall be held at such place within or without the State of
Ohio as the Board of Directors shall fix, or, if the Board of
Directors shall fail to fix such place, then at the principal office
of the Corporation in Ohio.
C. CALL. Annual and special meetings may be
called by the directors, by the Chairman of the Board, if any, the
President, a Vice-President, if the President is unable to act, the
Secretary, by any officer instructed by the directors to call the
meeting, or by the holders of not less than fifty percent of the
shares.
D. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF
NOTICE. Written notice stating the time, place, and purpose of each
meeting, shall be delivered not less than seven days (or not less
than any such other minimum period of days as may be prescribed in
the General Corporation Law), nor more than sixty days before the
date of the meeting, either personally or by mail by or at the
director of the directors, the Chairman of the Board, if any, the
President, the Secretary or the officer or persons calling the
meeting, to each shareholder. If mailed, such notice shall be
addressed to the shareholder at his address as it appears on the
records of the Corporation, with postage prepaid. The notice of any
annual or special meeting shall also include, or be accompanied by,
any additional statements, information, or documents prescribed by
the General Corporation Law. Notice of the time, place, and purposes
of any meeting of shareholders may be waived in writing, either
before or after the holding of such meeting, by any shareholder. The
attendance of any shareholder at any such meeting without protesting,
prior to or at the commencement be a waiver by him of notice of such
meeting. Notice of adjournment of a meeting need not be given if the
time and place to which it is adjourned are fixed and announced at
such meeting.
E. ANNUAL FINANCIAL STATEMENT. At the annual
meeting of shareholders, or the meeting held in lieu thereof, the
Corporation shall lay before the shareholders the financial statement
prescribed by Section 1701.38 of the General Corporation Law.
F. VOTING LIST. Upon request of any
shareholder at any meeting of shareholders, there shall be produced
at such meeting an alphabetically arranged list, or classified lists,
of shareholders of record as of the applicable record if any, shall
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determine the number of shares outstanding, the voting rights with
respect to each, the shares represented at the meeting, the existence
of a quorum, and the authenticity, validity, and effect of proxies;
receive votes, ballots, if any, consents, waivers, or releases; hear
and determine all challenges and questions arising in connection with
the vote; count and tabulate all votes, contents, waivers, and
releases; determine and announce the result; and to do such acts as
are proper to conduct the election or vote with fairness to all
shareholders. On request, the inspectors, if any, shall make a report
in writing of any challenge, question, or matter determined by them
and execute a certificate of any fact found by them.
G. QUORUM. The holders of a majority of the
outstanding shares shall constitute a quorum at a meeting of
shareholders for the transactions of any business. The holders of a
majority of the shares represented at a meeting, whether or not a
quorum is present, may adjourn such meeting from time to time.
H. VOTING.
(1) Unless and until the Articles of
Incorporation are amended as permitted by division (B)(10)
of Section 1701.69 of the General Corporation Law,
shareholders shall be entitled to cumulate their votes in
the election of directors upon compliance with the
provisions of Section 1701.55 of the General Corporation
Law. Except in the case of such cumulative voting, each
share shall entitle the holder thereof to one vote.
(2) In the election of directors, the
candidates receiving the greatest number of votes at a
meeting at which a quorum is present shall be elected.
(3) Any action which would otherwise
require for its authorization, under the General Corporation
Law, more than a majority, but less than all, of the voting
power of shareholders of more than a majority, but less than
all, of the shareholders entitled to vote, as the case may
be, shall be authorized, pursuant to the provisions of the
Articles of Incorporation as authorized by Section 1701.52
of the General Corporation Law, by at least a majority of
the voting power of the shareholders or by a least a
majority of the shareholders entitled to vote, as the case
may be.
(4) Any action for which the General
Corporation Law does not prescribe the proportion of voting
power required to authorize the same shall be authorized by
at least a majority of the voting power represented at a
meeting at which a quorum is present.
(5) All other actions shall be
authorized by the proportion of voting power or by the
proportion of votes of shareholders entitled to vote, as the
case may be, in the manner prescribed by the General
Corporation Law, the Articles of Incorporation, or these
Regulations.
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I. WRITTEN ACTION. Any action which may be
authorized or taken at a meeting of the shareholders may be
authorized or taken without a meeting with the affirmative vote or
approval of, and in a writing or writings signed by, all the
shareholders who would be entitled to notice of a meeting of the
shareholders held for such purpose, which writing or writings shall
be filed with our entered upon the records of the Corporation.
ARTICLE III
THE DIRECTORS
3.1 FUNCTIONS AND DEFINITION. The business and affairs
of the Corporation shall be managed by a Board of Directors. The use of the
phrase full Board in these Regulations refers to the whole authorized number
of directors fixed in these Regulations.
3.2 COMPENSATION. The directors, by the affirmative
vote of a majority of these in office, and irrespective of any financial or
personal interest of any of them, shall have authority to establish reasonable
compensation, which may include pension, disability, and death benefits, for
services to the Corporation by directors and officers, or to delegate such
authority to one or more officers or directors.
3.3 QUALIFICATIONS AND NUMBER. A director need not be a
shareholder, a United States citizen, or a resident of the State of Ohio. The
Board of Directors shall consist of nine (9) persons unless changed as
provided herein. Thereafter, the number of directors constituting the full
board shall be at least three, except that, where all the shares are owned of
record by less than three shareholders, the number of directors may be less
than three but not less than the number of such shareholders. Subject to the
foregoing limitation, such number may be changed by an increase or decrease
thereof from time to time. Any change in such fixed number may be effected by
action of shareholders by an amendment to those Regulations or by the vote of
the holders of at least a majority of the shares which are represented at a
meeting called for the purpose of electing directors, at which a quorum is
present. Except as may otherwise be provided by the Articles of Incorporation,
the number of directors may also be changed by action of the directors. No
reduction in the number of directors shall have the effect of shortening the
term of any incumbent director.
3.4 ELECTION AND TERM. The initial Board of Directors
shall consist of the person or persons elected at the first meeting of
shareholders of the Corporation and shall hold office until the first annual
meeting of shareholders and until his or their successors have been elected
and qualified, or until his or their earlier resignation, removal from office,
or death. Thereafter, directors who are elected at an annual meeting of
shareholders, and directors who are elected in the interim to fill vacancies
and newly created directorships, shall hold office until the next annual
meeting of shareholders and until their successor shave been elected and
qualified, or until his or their earlier resignation, removal from office or
death. In the interim between annual meetings of shareholders or of special
meetings of shareholders calling for the election of directors, newly created
directorships and any vacancies in the Board of Directors, including vacancies
resulting from the removal of directors which are not filled at the meeting of
shareholders at which any such removal has been effected, may be filled by the
affirmative vote
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of a majority of the remaining directors, though less than a majority of the
full Board of Directors.
3.5 MEETINGS.
A. TIME. Meetings shall be held at such time
as the Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as the
directors may conveniently assemble.
B. PLACE. Meetings shall be held at such
place within or without the State of Ohio as shall be fixed by the
Board.
C. CALL. Meetings may be called by the
Chairman of the Board, if any, by the President, by an
Vice-President, or by any two directors if the Board consists of
three or more directors.
D. NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.
Except for regular meetings for which the time has been fixed,
written notice of the time and place of each meeting of directors
shall be given to each director either by personal delivery or by
mail, telegram or such cablegram at least two days before the
meeting. Such notice may but need not specify the purposes of the
meeting. Notice of adjournment of a meeting need not be given if the
time and place to which it is adjourned are fixed and announced at
such meeting. Notice of the time, place, and purposes of any meeting
of directors may be waived in writing, either before or after the
holding of such meeting, by any director. Whenever any notice of the
time, place, and purposes of a meeting is required to be given to any
director, a waiver thereof in writing signed by any such director,
whether before or after the holding of such meeting, shall be
equivalent to the given of such notice. The attendance of any
director at any such meeting without protesting prior to or at the
commencement of the meeting, the lack of proper notice shall be
deemed to be a waiver by him of notice of such meeting.
E. QUORUM AND ACTION. A majority of the full
Board of Directors shall constitute a quorum. A majority of the
directors present, whether or not a quorum exists, may adjourn a
meeting to another time and place. Notice of any such adjourned
meeting shall be given to the directors who were not present at the
time of the adjournment, and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to
the other directors. Except as in these Regulations or in any
Directors' By-Laws otherwise provided, the act of a majority of the
directors present at a meeting at which a quorum is present shall be
the act of the Board.
F. TELECONFERENCE MEETINGS. Meeting of the
directors or of any committee thereof may be held through any
communications equipment if all the persons participating can hear
each other; and participation in a meeting through such
communications equipment shall constitute presence at any such
meeting.
G. CHAIRMAN OF THE MEETING. The Chairman of
the Board, if any and if present and acting, shall preside at all
meetings. Otherwise, the President, if present and acting, or any
other director chosen by the Board, shall preside.
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3.6 REMOVAL OF DIRECTORS. All directors, or all the
directors of a particular class, if any, or any individual director may be
removed from office, without assigning any cause, in accordance with the
provisions of Section 1701.58 of the General Corporation Law.
3.7 COMMITTEES. Whenever the number of directors shall
be more than three, the Board of Directors may, in its discretion, by
resolution, designate three or more directors to constitute an Executive
Committee or other committees, which shall have and may exercise such powers
of the Board of Directors in the management of the Corporation as shall be
conferred or authorized by the resolutions appointing them. Such committee or
committees shall act only during the intervals between meetings of the
directors and shall not have the power to fill vacancies among the directors
or in any such committee. A majority of such committee may determine its
action and fix the time and place of its meetings, unless the Board of
Directors shall otherwise provide. Any such committee may act by a majority of
its members at a meeting or by a writing or writings signed by all of its
members. The Board of Directors shall have power at any time to fill vacancies
in, to change the membership of, or to discharge such committee.
3.8 WRITTEN ACTION. Any action which may be authorized
or taken at a meeting of directors or of any committee thereof may be
authorized or taken without a meeting with the affirmative vote or approval
of, and in a writing or writings signed by all of the directors, or by all of
the members of the committee in the case of a committee.
3.9 INTEREST OF DIRECTOR IN A TRANSACTION. Unless shown
to be unfair and unreasonable as to the Corporation, no contract or other
transaction between the Corporation and one or more of its directors, or
between the Corporation and any other corporation, firm, association or other
entity in which one or more of the directors are directors or officers, or are
financially interested, shall be either void or voidable irrespective of
whether such interested director or directors are present at the meeting of
the Board of Directors, or of a committee thereof, which approves such
contract or transaction and irrespective of whether the vote or votes are
counted for that purpose. In the absence of fraud, any contrat or transaction
may be conclusively approved as fair and reasonable by:
(1) The Board of Directors, or a duly
empowered committee thereof, by a vote sufficient for such purpose
without counting the vote or votes of such interested director or
directors (although such may be counted in determining the presence
of a quorum at the meeting which approves such contract or
transaction), if the fact of such common directorship, officership or
financial interest is disclosed or known to the Board or committee
(as the case may be); or
(2) The shareholders entitled to vote for the
election of directors, if such common directorship, officership or
financial interest is disclosed or known to such shareholders.
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ARTICLE IV
THE OFFICERS
4.1 NUMBER, FUNCTIONS. The Board of Directors,
initially and as soon as may be after the election thereof held in each year,
shall elect a President, a Secretary, and a Treasurer, and from time to time
may elect a Chairman of the Board, a Vice-Chairman of the Board, one or more
Vice-Presidents, and such Assistant Secretaries, Assistant Treasurers, and
such other officers, agents, and employees as it may deem proper. Any two or
more offices may be held by the same person, but no officer shall execute,
acknowledge, or verify any instrument in more than one capacity if such
instrument is required by law or by the Articles of Incorporation, the
Regulations, or the Directors' By-Laws, if any, to be executed, acknowledged,
or verified by two or more officers. The Chairman of the Board, if any, and
the Vice-Chairman of the Board, if any, shall be elected from among the
directors. Unless the resolution electing an officer otherwise provides, no
other officer need be a director in order to qualify.
4.2 TERM. The term of office of all officers shall be
one year and until their respective successors are elected and qualify, unless
the resolution electing them shall specify a shorter or longer term, but any
officer may be removed from office, either with or without cause, at any time
by the Board of Directors.
4.3 DUTIES. Officers shall have the powers and duties
defined in the resolutions appointing them.
4.4 REMOVAL. Any officer, or any agent elected or
appointed by the Board of Directors, may be removed by the Board whenever in
its judgment the best interests of the Corporation will be served thereby.
ARTICLE V
STATUTORY NOTICES TO SHAREHOLDERS
5.1 APPOINTMENT. The directors may appoint the
Treasurer or other fiscal officer and/or the Secretary or any other officer to
cause to be prepared and furnished to shareholders entitled thereto any
special financial notice and/or any financial statement, as the case may be,
which may be required by any provision of law, and which, more specifically,
may be required by Section 1701.38 of the General Corporation Law.
ARTICLE VI
PRINCIPAL OFFICE, STATUTORY AGENT, BOOKS AND RECORDS
6.1 PRINCIPAL OFFICE, STATUTORY AGENT. The location of
the principal office of the Corporation in the State of Ohio is set forth in
the original Articles of Incorporation, and the name and address of the
statutory agent of the Corporation are set forth in the initial Appointment of
Statutory Agent filed with the original Articles of Incorporation and may be
changed as provided by the General Corporation Law.
6.2 BOOKS AND RECORDS. The Corporation shall keep
correct and complete books and records of account and shall keep minutes of
the proceedings of the shareholders, of the Board of Directors, and of
committees of the incorporators, of directors, if
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any, and shall keep records of its shareholders, showing the names and
addresses of all shareholders and the number and class of shares issued or
transferred of record to or by them from time to time.
ARTICLE VII
CORPORATE SEAL
7.1 SEAL. The corporate seal shall be in such form as
the Board of Directors shall prescribe.
ARTICLE VIII
FISCAL YEAR
8.1 FISCAL YEAR. The fiscal year of the Corporation
shall be fixed, and shall be subject to change, by the Board of Directors.
ARTICLE IX
CONTROL OVER REGULATIONS
9.1 AMENDMENT BY SHAREHOLDERS. The Regulations of the
Corporation shall be subject to alteration, amendment or repeal, and new
Regulations not inconsistent with any provision of the Articles of
Incorporation or the General Corporation Law may be made, either by the
affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the Corporation, at any annual or special
meeting of the shareholders, or, without such meeting, by the written consent
of the holders of shares entitling them to exercise a majority of the voting
power. If the Regulations are altered, amended, or repealed, or new
Regulations are adopted, without a meeting of the shareholders, the Secretary
of the Corporation shall mail a copy of the alteration, amendment, or repeal
of the new Regulations to each shareholder who would have been entitled to
vote thereon or consent thereto, but who did not participate in such action.
ARTICLE X
DIRECTORS' BY-LAWS
10.1 DIRECTORS' BY-LAWS. For their own government,
directors may adopt By-Laws not inconsistent with the Articles of
Incorporation or these Regulations.
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