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EXHIBIT 3.8
BY-LAWS OF BISHOP MANUFACTURING CO., INC.
ARTICLE I
SHAREHOLDERS MEETING
1. Annual Meeting.
The annual meeting of the shareholders of BISHOP MANUFACTURING
CO., INC. shall be held in May or June at such place in the State of
Connecticut, at such time and day, not a legal holiday, as the President shall
designate. At such meeting the shareholders shall elect, by a majority vote, a
board to consist of not less than the number of shareholders of record nor more
than seven (7) Directors for the ensuing year and the shareholders may transact
such other business as shall properly come before them.
2. Special Meetings.
A special meeting of the shareholders may be called on any day
not a legal holiday by the President or any two Directors or upon written
request, stating the reason therefor, of one or more shareholders holding at
least one-tenth of the total number of shares issued and outstanding, and the
President or Secretary shall cause notice thereof to be given.
3. Voting.
Each shareholder in person or by proxy may cast one vote per
share of stock standing in his name on the books of the company. Cumulative
voting shall not be allowed. To the extent permitted by law, a shareholder may
consent to action taken at a meeting at which he was not present. At any
meeting of shareholders with a quorum being present, the vote of a majority of
the shares voted shall constitute the action of the shareholders.
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4. Quorum.
A majority of the voting stock issued, represented either in
person or by proxy, shall constitute a quorum for the transaction of business
at any shareholders meeting. If a quorum be not present at any meeting, the
shareholders present, by majority vote in person or by proxy, may adjourn to
such future time as shall be agreed upon by them, and notice of such
adjournment shall be given to each shareholder as herein provided.
5. Notice.
Notice in written or printed form setting out the day, place,
hour and subject matter of all shareholders meetings shall be given by the
President or Secretary to each shareholder by leaving such notice with him or
at his residence or usual place of business or by mailing a copy thereof to him
at his last known post office address at least five (5) days before such
meeting; except that any meeting at which the holders of all of the outstanding
shares of capital stock are present in person or by proxy shall constitute a
valid meeting for the transaction of business irrespective of requirements of
notice.
ARTICLE II
DIRECTORS
1. Powers, Duties and Functions.
The Board of Directors shall manage the property and affairs of
the corporation and shall exercise all powers in connection therewith which are
permitted by the Certificate of Incorporation, these By-Laws and the laws of
Connecticut, Directors need not be shareholders.
The Directors shall elect Officers in the manner hereinafter
provided and are authorized in their discretion to appoint from time to
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time such committees with such powers as the Directors shall deem necessary and
appropriate.
The Directors shall be empowered to vote the payment of dividends
or other distribution of assets as they shall see fit, but no such payment or
distribution shall be made except from net profit or annual surplus unless in
accordance with the law allowing the reduction of the stock or upon dissolution
of the corporation. At least once in each year, Directors shall make a
complete and detailed report of the financial condition of the corporation to
its shareholders, which report shall be filed with the Treasurer and be subject
to inspection by the shareholders.
The Directors may close the stock transfer books for a period not
exceeding twenty (20) days prior to shareholders meetings or payment of
dividends or for such other reasons as they may see fit.
2. Meetings.
The Board of Directors shall hold their annual meeting
immediately after the shareholders annual meeting. Special meetings of the
Board may be called by the President or any two (2) directors.
3. Quorum.
A majority of the whole Board shall constitute a quorum at any
regular or special meeting. All voting shall be in person only.
4. Notice.
Notice of the day, place, hour and subject matter of all
Directors meetings shall be given by the President or Secretary to each
Director not less than five (5) days before such meeting, except that any
meeting at which all Directors are present shall constitute a valid meeting for
the transaction of business irrespective of requirements of notice.
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ARTICLE III
OFFICERS
1. Titles.
The officers of the corporation shall consist of a President, a
Secretary and a Treasurer, and such other officers and agents as may from time
to time be chosen. Officers shall be elected for one (1) year, or until their
successors are elected and qualified, by a majority vote of the whole Board at
the annual Directors meeting. The same person may fill two offices, except
that the same person may not fill the offices of President and Secretary. Any
officer may be removed at any time, with or without cause, by the affirmative
vote of at least a majority of those present at a meeting of the Directors
called for said purpose, a quorum being present.
2. President.
The President shall preside at all meetings; shall have general
supervision of the affairs of the company; shall sign or countersign all stock
certificates, bonds, contracts or other obligations of the company as
authorized by the Board of Directors and shall perform any other duties
incident to his office which are properly required by the Board of Directors.
3. Secretary.
The Secretary shall keep a record of all votes and minutes of the
proceedings of all shareholders and directors meetings, and shall give notice
of all such meetings as these By-Laws require. He shall have custody and
charge of the corporate books, corporate seal and other papers and records
incident to his office and shall perform such other duties as are properly
required of him.
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4. Treasurer.
The Treasurer shall keep accounts of all moneys of the
corporation received or disbursed and shall deposit all moneys and valuables in
the name of and to the credit of the corporation in such banks or depositories
as the Directors shall designate. He shall sign or countersign such
instruments as require his signature and shall perform such other duties as are
properly required.
ARTICLE IV
VACANCIES
In the case of the death, disability or resignation of one or more of
the Directors or Officers, the remaining Directors, although less than a
quorum, may fill any vacancy for the unexpired term.
ARTICLE V
STOCK
1. Issuance.
Certificate of stock shall be issued in numerical order, and each
shareholder shall be entitled to a certificate signed by the President and
Treasurer or Secretary, sealed with the corporate seal, certifying to the
number of shares owned by him. A record of each certificate issued, showing
the number of shares issued, the consideration therefor, and the name of the
shareholder, shall be kept on the appropriate books of the company.
2. Transfers.
Every transfer of stock shall be made in the manner prescribed by
the Uniform Stock Transfer Act. Transfers shall be recorded on the books of
the company, and before a new certificate is issued, the old certificate,
except in the case of loss or destruction of the same, shall be surrendered for
cancellation.
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ARTICLE VI
AMENDMENT OF BY-LAWS
Any of these By-Laws may be amended, repealed or altered by a
majority vote of the shareholders at any meeting called for the purpose.
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