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EXHIBIT 3.10
BY-LAWS
OF
BISHOP MANUFACTURING OF NEW ENGLAND, INC.
Adopted by the Incorporators, November 1, 1988
ARTICLE I
MANAGEMENT BY BOARD OF DIRECTORS
The Stock, property and affairs of this Corporation shall be under the
care and management of the Board of Directors, who shall be chosen annually at
the Annual Meeting of the Stockholders. Members of the Board need not be
Stockholders of the Corporation. If any corporation shall own Stock in this
Corporation it may, by action of its Board of Directors, specify certain of its
Directors and/or Executive Officers to be elected as Directors of this
Corporation.
The Board of Directors shall consist of not less than two (2), nor more
than eleven (11) persons. Provided, however, that in the event that there are
less than two (2) Shareholders the Board of Directors shall be composed of the
same number of Directors as there are Shareholders. A quorum shall consist of
a majority of the members of the Board of Directors. The Stockholders at a
special or regular Meeting of the Stockholders, shall have the right to fill
any vacancy by a fifty-one (51%) percent vote of all Stockholders. The Board
of Directors shall have the right to appoint additional Board members between
Shareholder Meetings subject to subsequent ratification by the Shareholders.
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ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All Meetings of the Stockholders for the election of
Directors shall be held at such time and place as may be fixed 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 Connecticut, as shall be stated in the
Notice of the Meeting or in a duly executed Waiver of Notice thereof.
Section 2. Annual Meetings of the Stockholders, commencing with the
calendar year ending December 31, 1989 shall be held on the second (2nd)
Thursday of April in each year if not a legal holiday, and if a legal holiday,
then on the next secular day following, at 1:00 P.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 plurality
vote a Board of Directors, and transact such other business as may properly be
brought before the Meeting.
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 five (5) nor more than thirty (30) 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 (10) days before every Meeting
of Stockholders, a complete list of the
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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 (10) days prior to the Meeting, either
at a place within the city 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 Stockholders, 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
the 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 five (5) nor more than fifty (50) days
before the date of the Meeting, to each Stockholder entitled to vote at such
Meeting.
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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 fifty-one (51%) percent of the stock issued
and outstanding and entitled to vote, 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 the statute or by 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, 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 presented 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 (30) 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 the 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 (1) upon which by express provision of the statutes
or of the Certificate of
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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 (1) 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 (3) years from its date, unless the proxy provides for a longer
period. At all elections of the Directors of the Corporation, each
Stockholder having voting power shall be entitled to exercise the right of
cumulative voting as provided in the Certificate of Incorporation.
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
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less than unanimous written consent shall be given to those Stockholders who
have not consented in writing.
ARTICLE III
OFFICERS
The Officers of the Corporation shall be elected by the Board of
Directors, to hold office during the pleasure of the Board and shall consist of
a Chairman of the Board, President, Vice-President, Secretary, Treasurer, and
such other Officers as the Directors shall from time to time appoint. The
offices of President and Treasurer, or of Secretary and Treasurer or of Vice-
President and Assistant Treasurer, may be held by the same person.
ARTICLE IV
OFFICES
Section 1. The registered office of the Corporation shall be in the
City of Bridgeport, County of Fairfield and State of Connecticut.
Section 2. The Corporation may also have offices at such other place
as both within and without the State of Connecticut as the Board of Directors
may from time to time determine, or the business if the Corporation may
require.
ARTICLE V
DUTIES OF THE OFFICERS
The duties of the respective Officers of the Corporation shall be such
as are ordinarily performed by similar officers of similar corporations,
together with such other duties as shall be specially
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imposed by the Board of Directors of the Corporation subject to the provisions
of these By-Laws. Generally, the duties shall be as follows:
Chairman of the Board
If there is a Chairman of the Board, the Chairman of the Board shall
preside at all Meetings of the Shareholders and Directors.
President
In the absence of a Chairman of the Board, the President shall preside
at all Meetings of the Board of Directors and Shareholders.
He shall present at each annual Meeting of the Stockholders and
Directors a report of the condition of the business of the Company.
He shall cause to be called Regular and Special Meetings of the
Stockholders and Directors in accordance with these By-Laws.
He shall appoint and remove, employ and discharge and fix the
compensation of all servants, agents, employees and clerks of the Corporation
subject to the approval of the Board of Directors.
The salaries and compensations in terms of employment of the duly
appointed Officers of the Corporation shall be approved and established by the
Board of Directors.
He shall assign and make all contracts and agreements in the name of the
Corporation.
He shall see that the books, reports, statements and Certificates
required by statutes are properly kept, made and filed according to law.
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He shall assign all certificates of stock, notes, drafts and/or bills of
exchange, warrants or other orders for the payment of money duly drawn by the
Treasurer.
He shall enforce these By-Laws and perform all duties incident to the
position and office which are required by law.
Vice-President
During the absence and inability of the President to render and perform
his duties or exercise his powers, set forth in these By-Laws or in the acts
under which this Corporation is organized, the same shall be performed and
exercised by the Vice-President, (or in the event there is more than one Vice-
President, the Vice-Presidents in the order designated by the Directors or in
the absence of any designations, then in the order of their election), and when
so acting, he shall have all the powers and be subject to all the
responsibilities hereby given to or imposed upon such President.
Secretary
The Secretary shall keep the Minutes of the Meetings of the Board of
Directors and of the Stockholders in appropriate books.
He shall give and serve all notices of the Corporation.
He shall be custodian of the records and of the seal, and affix the
latter when required.
He shall keep the stock and transfer books in the manner prescribed by
law, so as to show at all times the amount of capital stock, the manner and the
time the same was paid in, the names of
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the owners thereof, alphabetically arranged, their respective places of
residence, their post-office address, the number of shares owned by each, the
time at which each person became such owner, and the amount paid thereon, and
keep such stock and transfer books open daily during business hours at the
office of the Corporation, subject to the inspection of any Stockholder of the
Corporation, and permit such Stockholder to make extracts from said books to
the extent and as prescribed by law.
Committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee shall have such name or names
as may be determined from time to time by resolution adopted by the Board of
Directors.
Section 9. Each committee shall keep regular Minutes of its Meetings
and report the same to the Board of Directors.
ARTICLE IX
CERTIFICATES
Subject to the provisions of the Statute Laws of the State of
Connecticut, transfers of shares shall be made only upon the books of the
Corporation, by the holder in person or by Attorney duly authorized by writing
attested by at least one (1) witness, and filed with the Secretary of the
Corporation, and shall be made only on the surrender of the Certificate or
Certificates of such stock then outstanding provided, however, that the Board
of Directors may authorize the issue of new Certificates in place of
Certificates alleged to be lost or destroyed, upon being furnished with
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satisfactory indemnification and satisfactory evidence of the probability of
such loss or destruction. Should any of the Certificates of the Corporation be
subject to special restrictions as a result of any agreements between
Shareholders and the Corporation, said restrictions shall be noted on the
Certificates themselves.
ARTICLE X
FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of January
and end on the 31st day of December of each year.
ARTICLE XI
AMENDMENTS TO BY-LAWS
These By-Laws may be amended, altered or repealed at any legal Meeting
of the Stockholders, regular or special, only by a fifty-one (51%) percent vote
of all of the outstanding stock held by all of the Stockholders of the
Corporation.
ARTICLE XII
DIVIDENDS
WHEN DECLARED, the Board of Directors shall by vote declare dividends
from the surplus profits of the Corporation whenever, in their opinion, the
condition of the Corporation's affairs will render it expedient for such
dividends to be declared.
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ARTICLE XIII
NOTICES
Whenever under the provisions of the statutes or of the Certificate of
Incorporation or of these By-Laws 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. Whenever any notice is required to be
given under the provisions of the statutes or the Certificates of Incorporation
or of these By-Laws, 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.
ARTICLE XIV
STOCK
Each Stockholder of the Company, whose stock has been paid for in full
whether in money, property or otherwise, shall be entitled to a Certificate or
Certificates showing the number of shares of stock outstanding on the books of
the Company in his name. The Certificates of stock shall be issued under the
seal of the Corporation, and in such form as the Board of Directors may direct
or approve. Each Certificate shall be signed jointly by the
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President or Treasurer and Secretary of the Company, and in the event of the
inability of any of these Officers to act, the Board of Directors may designate
another person to act for the officer unable to act.
ARTICLE XV
LOST STOCK CERTIFICATE
The Board of Directors may direct a new Certificate or Certificates to
be issued in the 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, at 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 in such sum as it may direct as indemnity against claims
that may be made against the Corporation with respect to the Certificate
alleged to be lost, stolen or destroyed.
ARTICLE XVI
RESOLUTIONS BY CONSENT
When all members of the Board of Directors shall consent in writing to
the passage of a resolution, such written consent shall
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have the same force and effect as if the resolutions had been passed by the
Board of Directors in Meeting assembled.
ARTICLE XVII
SIGNATURE
The President or Treasurer or the Secretary of the Corporation shall
sign all checks, drafts, notes, orders for payment of money, deeds, leases,
mortgages, agreements, and other obligations and instruments which the Board of
Directors may order to be executed, or which may be necessary or proper in
carrying on the business of the Corporation.
ARTICLE XVIII
PRE-EMPTIVE STOCK RIGHTS
Except as otherwise provided in the general Corporation Laws of the
State of Connecticut, there shall be no pre-emptive rights to acquire stock to
be newly issued in the Corporation by existing Shareholders.
ARTICLE XIX
CORPORATE SEAL
The Corporate Seal shall be in the following form:
The Seal shall be in the custody of the Secretary, who shall affix it to
all Certificates of Stock and to other instruments requiring the Seal of the
Company.
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ARTICLE XX
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 stock, 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 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 the
vote of the Stockholders, a full and clear statement of the business and
condition of the Corporation.
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INDEMNIFICATION
Section 4. The Corporation shall indemnify its Officer, Directors,
Employees and Agents to the extent permitted by the General Statutes of
Connecticut.
Discussion then took place concerning the establishment of a place of
business of the corporation in Massachusetts. It was pointed out that
negotiations were under way with Nancor Realty Trust to lease certain premises
with an option to buy the building located at 184 Stone Street, Clinton,
Massachusetts containing approximately 40,000 square foot of space for a term
of five years and three months commencing in January 1, 1989 to establish a
manufacturing facility to serve the upper New England market at an initial
lease rate of $100,000 per year.
On motion duly made, seconded and carried, the President of the
corporation was authorized to enter into such a lease arrangement upon terms
and conditions as he deemed appropriate for the corporation to establish a
manufacturing business for the corporation in Clinton, Massachusetts and to
take such other steps as may be necessary or appropriate to set up a
manufacturing facility.
Discussion then took place concerning the 800 shares of stock that are
going to be issued to Bishop Manufacturing Company which will be the
Connecticut parent of Bishop Manufacturing of New England, Inc. The President
explained that Bishop Manufacturing Company was going to advance $50,000 in
cash to Bishop
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Manufacturing of New England, Inc. of which $20,000 will be credited to a
capital stock account and $30,000 will be credited as a loan. In addition,
Bishop Manufacturing Company was going to transfer substantial machinery and
equipment as well as technical know how, training and set up information to the
new corporation as further consideration for said stock and the capital stock
cannot be set up on the books of the corporation or the corporate account in
such forms as a corporate accountant deem appropriate setting forth an
inscribed value of the capital account $200,000 of which $20,000 will be
attributed to the cash being paid and $180,000 will be attributed as paid in
capital for the value of the equipment, technology and know how being
transferred. Said technology and equipment being transferred solely in
exchange for capital stock in this corporation however being issued to Bishop
Manufacturing Co., Inc.
The Officers of the corporation were authorized to proceed with the
formation of the corporation and the setting up of the corporation for business
as soon as possible.
There being no further business before the meeting, on motion, meeting
adjourned.
ATTEST:
/s/ Leslie R. Goldbloom
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Leslie R. Goldbloom
Secretary of the Meeting
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