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EXHIBIT 3.8
LEAR CORPORATION EEDS AND INTERIORS
B Y L A W S
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of
directors may from time to time determine or the business of
the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Dearborn, State of
Michigan, at such place as may be fixed from time to time by
the board of directors, or at such other place either within,
or without the State of Delaware as shall be designated from
time to time by the board of directors and stated in the
notice of the meeting. Meetings of stockholders for any other
purpose may be held at such time and place, within or without
the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year
1983, shall be held on the second Tuesday of April if not a
legal holiday, and if a legal holiday, then on the next
secular day following, at 10:30 a.m., or at such other date
and time as shall be designated from time to time by the board
of directors and stated in the notice of the meeting, at which
they shall elect by a plurality vote a board of directors, and
transact such other business as may properly be brought before
the meeting.
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Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than
ten, nor more than sixty, days before the date of the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination
of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten
days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The
list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 5. Special meetings of the stockholder, for any purpose or
purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, may be called by the president
and shall be called by the president or secretary at the
request in writing of a majority of the board of directors, or
at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued
and outstanding and entitled to vote. Such request shall state
the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be given not less than ten, nor
more than sixty, days before the date of the meeting, to each
stockholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as
otherwise provided by statute or by
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the certificate of incorporation. If, however, such quorum
shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be
present or represented. 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. If the adjournment is for more than
thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled
to vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present
in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon
which by express provision of the statutes or of the
certificate of incorporation, a different vote is required in
which case such express provision shall govern and control the
decision of such question.
Section 10. Unless otherwise provided in the certificate of incorporation
each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of
the capital stock having voting power held by such
stockholder, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.
Section 11. Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action
which may be taken at any annual or special meeting of such
stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting
forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of the
corporate action without a meeting by less then unanimous
written consent shall be given to those stockholders who have
not consented in writing.
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ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be fixed from time to time by the board of
directors or by the stockholders. The directors shall be
elected at the annual meeting of the stockholders, except as
provided in Section 2 of this Article, and each director
elected shall hold office until his successor is elected and
qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less
than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall
qualify, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the
manner provided by statute. If, at the time of filling any
vacancy or any newly created directorship, the directors then
in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase),
the Court of Chancery, may, upon application of any
stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having
the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by
the directors then in office.
Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all
such powers of the corporation and do all such lawful acts and
things as are not by statute or by the certificate of
incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings
both regular and special, either within or without the State
of Delaware.
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Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the
vote of the stockholders at the annual meeting and no notice
of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided
a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of
the newly elected board of directors, or in the event such
meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place
as shall be specified in a notice given as hereinafter
provided for special meetings of the board of directors, or as
shall be specified in a written waiver signed by all of the
directors.
Section 6. Regular meetings of the board of directors may be held without
notice at such time and at such place as shall from time to
time be determined by the board.
Section 7. Special meetings of the board may be called by the president
on one day's notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the
president or secretary in like manner and on like notice on
the written request of two directors unless the board consists
of only one director; in which case special meetings shall be
called by the president or secretary in like manner and on
like notice on the written request of the sole director.
Section 8. At all meetings of the board a majority of the directors shall
constitute a quorum for the transaction of business and the
act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of
directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation. If a quorum
shall not be present at any meeting of the board of directors,
the directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the
meeting until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these bylaws, any action required or
permitted to be taken at any meeting of the board of directors
or of any committee thereof may be taken without a meeting, if
all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the board or
committee.
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Section 10. Unless otherwise restricted by the certificate of
incorporation or these bylaws, members of the board of
directors, or any committee designated by the board of
directors, may participate in a meeting of the board of
directors, or any committee, by means of conference telephone
or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and
such participation in a meeting shall constitute presence in
person at the meeting.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees,
each committee to consist of one or more of the directors of
the corporation. The board may designate one or more directors
as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.
Any such committee, to the extent provided in the resolution
of the board of directors, shall have and may exercise all of
the powers and authority of the board of directors in the
management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have
the power or authority in reference to amending the
certificate of incorporation, adopting an agreement of merger
or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation
of a dissolution, or amending the bylaws of the corporation;
and, unless the resolution or the certificate of incorporation
expressly so provide, no such committee shall have the power
or authority to declare a dividend or to authorize the
issuance of stock. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
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COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these bylaws, the board of directors shall
have the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at
each meeting of the board of directors and may be paid a fixed
sum for attendance at each meeting of the board of directors
or a stated salary as director. No such payment shall preclude
any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of
special or standing committees may be allowed like
compensation for attending committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of
directors may be removed, with or without cause, by the
holders of a majority of shares entitled to vote at an
election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these bylaws, notice is
required to be given to any director or stockholder, it shall
not be construed to mean personal notice, but such notice may
be given in writing, by mail, addressed to such director or
stockholder, at his address as it appears on the records of
the corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may
also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of
incorporation or of these bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be
deemed equivalent thereto.
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ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a president, a vice-president, a
secretary and a treasurer. The board of directors may also
choose additional vice-presidents, and one or more assistant
secretaries and assistant treasurers. Any number of offices
may be held by the same persons unless the certificate of
incorporation or these bylaws otherwise provide.
Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices
for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or
appointed by the board of directors may be removed at any time
by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders
and the board of directors, shall have general and active
management of the business of the corporation and shall see
that all orders and resolutions of the board of directors are
carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof
shall be expressly delegated
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by the board of directors to some other officer or agent of
the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the
vice-presidents in the order designated by the 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. The vice-presidents shall
perform such other duties and have such other powers as the
board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all
the proceedings of the meetings of the corporation and of the
board of directors in a book to be kept for that purpose and
shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the board
of directors and shall perform such other duties as may be
prescribed by the board of directors or president, under whose
supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be
attested by his signature or by the signature of such
assistant secretary. The board of directors may give general
authority to any other officer to affix the seal of the
corporation and to attest the affixing by his signature.
Section 10. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of
directors (or if there be no such determination, then in the
order of their election) shall, in the absence of the
secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary
and shall perform such other duties and have such other powers
as the board of directors may from time to time prescribe.
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THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have custody of the corporate funds
and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of
directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for
such disbursements, and shall render to the president and the
board of directors, at its regular meetings, or when the board
of directors so requires, an account of all his transactions
as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in
such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful
performance of the duties of his office and for the
restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in
his possession or under his control belonging to the
corporation.
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Section 14. The assistant treasurer, or if there shall be more than one,
the assistant treasurers in the order determined by the board
of directors (or if there be no such determination, then in
the order of their election), shall, in the absence of the
treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the treasurer
and shall perform such other duties and have such other powers
as the board of directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the
corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the
treasurer or an assistant treasurer, or the secretary or an
assistant secretary of the corporation, certifying the number
of shares owned by him in the corporation.
Section 2. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued,
it may be issued by the corporation with the same effect as if
he were such officer, transfer agent or registrar at the date
of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate
of stock to be lost, stolen or destroyed. When authorizing
such issue of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent
to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it
shall require and/or to give the corporation a bond
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in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or
authority to transfer, it shall be the duty of the corporation
to issue a new certificate to the person entitled thereto,
cancel the old certificate and record the transaction upon its
books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereoft or to express consent
to corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for
the purpose of any other lawful action, the board of directors
may fix, in advance, a record date, which shall not be more
than sixty nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting: provided, however, that the board
of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of
shares to receive dividends, and to vote as such owner, and to
hold liable for calls and assessments a person registered on
its books as the owner of shares, and shall not be bound to
recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
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ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any,
may be declared by the board of directors at any regular or
special meeting, pursuant to law. Dividends may be paid in
cash, in property, or in shares of the capital stocks subject
to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such
sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve or reserves to
meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or
for such other purpose as the directors shall think conducive
to the interest of the corporation, and the directors may
modify or abolish any such reserve in the manner in which it
was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for
by vote of the stockholders, a full and clear statement of the
business and condition of the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other
person or persons as the board of directors may from time to
time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
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SEAL
Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words
"Corporate Seal, Delaware. The seal may be used by causing it
or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS AND FIDUCIARIES; INSURANCE
Section 7. (a) The corporation may indemnify, in accordance with and
to the full extent permitted by the laws of the State
of Delaware as in effect at the time of the adoption
of this Section 7 or as such laws may be amended from
time to time, and shall so indemnify to the full
extent permitted by such laws, any person (and the
heirs and legal representatives of any such person)
made or threatened to be made a party to any
threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative,
or investigative, by reason of the fact that such
person is or was a director, officer, employee, agent
or fiduciary of the corporation, any subsidiary of
the corporation or any constituent corporation
absorbed in a consolidation or merger, or serves as
such with another corporation, or with a partnership,
joint venture, trust or other enterprise at the
request of the corporation, any subsidiary of the
corporation or any such constituent corporation. The
corporation shall be required to indemnify a person
in connection with a proceeding (or part thereof)
initiated by such person only if the proceeding (or
part thereof) was authorized by the board of
directors of the corporation.
(b) By action of the board of directors notwithstanding
any interest of the directors in such action, the
corporation may purchase and maintain insurance in
such amounts as the board of directors deems
appropriate on behalf of any person who is or was a
director, officer, employee, agent or fiduciary of
the corporation, or is or was serving at the request
of the corporation as a director, officer, employee,
agent or fiduciary 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
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status as such, whether or not the corporation shall
have the power to indemnify him against such
liability under the provisions of this section.
ARTICLE VIII
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new bylaws
may be adopted by the stockholders or by the board of
directors, when such power is conferred upon the board of
directors by the certificate of incorporation at any regular
meeting of the stockholders or of the board of directors or at
any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or
adoption of new bylaws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal bylaws
is conferred upon the board of directors by the certificate of
incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal bylaws.
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