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EXHIBIT 3.10
BY - LAWS
OF
ERO INDUSTRIES, INC.
a corporation organized and existing under and by virtue of the laws of the
State of Illinois.
ARTICLE I.
AUTHORIZED SHARES
Section 1: The authorized shares of the corporation shall consist of Three
Million (3,000,000) common shares of the par value of one dollar
($1.00), and One Hundred Thousand (100,000) preferred shares of
the par value of One Hundred dollars ($100.00).
ARTICLE II.
CERTIFICATES FOR SHARES
AND THEIR TRANSFER
Section 1: All certificates representing shares of the corporation shall be
signed by the chairman of the board, the president or a
vice-president and by the secretary or an assistant secretary and
sealed with the seal of the corporation.
Section 2: The certificates representing shares of the corporation shall be
numbered and shall be entered in the books of the corporation as
they are issued, or so long as there should be transfer agents
and/or registrars for the corporation authorized and appointed by
the board of directors, all records pertaining to the issuance,
transfer and registration of certificates shall be kept and
maintained by such transfer agents and/or registrars.
Section 3: Upon the surrender to the corporation or to its transfer agents
and/or registrars for cancellation of a certificate duly endorsed
by the registered holder thereof and accompanied by proper
evidence of succession, assignment or authority to transfer, a
new certificate shall be issued to the person entitled thereto,
the old certificate shall be cancelled, and the transaction
recorded upon the books of the corporation.
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Section 4: The board of directors of the corporation may close its stock
transfer books for a period not exceeding forty and not less than
ten days prior to the date of any meeting of shareholders, or the
date for the payment of any dividend or for the allotment of
rights, or the date when any exchange or reclassification of
shares shall be effective; or in lieu thereof, may fix in advance
a date, not exceeding forty and not less than ten days prior to
the date of any meeting of shareholders, or to the date for the
payment of any dividend or for the allotment of rights, or to the
date when any exchange or reclassification of shares shall be
effective, as the record date for the determination of
shareholders entitled to notice of, or to vote at, such meeting,
or shareholders entitled to receive payment of any such dividend
or to receive any such allotment of rights, or to exercise rights
in respect to any exchange or reclassification of shares; and the
shareholders of record on such date shall be the shareholders
entitled to notice of and to vote at, such meeting or to receive
payment of such dividend or to receive such allotment of rights
or to exercise such rights in the event of any exchange or
reclassification or shares, as the case may be. If the transfer
books are not closed and no record date is fixed by the board of
directors, the date on which notice of the meeting is mailed
shall be deemed to be the record date for the determination of
shareholders entitled to vote at such meeting. Transferees of
such which are transferred after the record date shall not be
entitled to notice of or to vote at such meeting.
Section 5: The corporation shall be entitled to treat the holder of record
of any share or shares as disclosed by the stock ledger or
transfer books of the corporation or its transfer agents as the
holder in fact thereof, and accordingly shall not be bound to
recognize any equitable or other claim 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, save as expressly
provided by the laws of the State of Illinois.
Section 6: 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 or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate to be lost or
destroyed, and the board of directors, when authorizing such
issuance of a new certificate or certificates, may in its
discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate or
certificates or his legal representative to advertise such fact
in such manner as it shall require and/or give the corporation a
bond of indemnity in such form and amount and with such sureties
as shall be deemed satisfactory by the board of directors.
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ARTICLE III.
SHAREHOLDERS
Section 1: All meetings of the shareholders shall be held at the registered
office of the corporation, unless another or different place,
whether within or without the State of Illinois, be specified in
the notice of any such meeting or in the written waiver of notice
of any such meeting, in which event any such meeting may be held
at the place specified in such notice or in such waiver.
Section 2: The annual meeting of the shareholders shall be held on the third
Wednesday in May of each year, commencing with the year 1969, if
the same is not a legal holiday, and if said date is a legal
holiday, then on the next business day following. At the annual
meeting of shareholders, the shareholders shall elect by a
plurality vote a Board of Directors and transact such other
business as may properly come before the meeting. In all
elections for directors every shareholder shall have the right to
vote, in person or by proxy, the number of shares owned by him,
for as many persons as there are directors to be elected, or to
cumulate said shares and give one candidate as many votes as the
number of directors multiplied by the number of his shares shall
equal, or to distribute them on the same principle among as many
candidates as he shall think fit.
Section 3: A majority of the outstanding shares of the corporation present
in person or represented by proxy shall constitute a quorum at
any meeting of shareholders. If, however, such majority shall not
be present or represented at any meeting of the shareholders, the
shareholders present in person or by proxy, provided they
represent at least one-third of the outstanding shares of the
corporation, shall have the power to adjourn the meeting from
time to time without notice other than announcement at the time
of the meeting, until the requisite number of shares shall be
present.
Section 4: At any adjourned meeting at which the requisite number of shares
shall be represented, any business may be transacted which might
have been transacted at the meeting as originally called.
Section 5: At each meeting of the shareholders every shareholder shall be
entitled to vote in person or by proxy appointed by an instrument
in writing subscribed by such shareholder or by his duly
authorized agent and delivered to the secretary or presiding
officer before or at the time of such meeting, and he shall have
one vote for each share registered in his name on the books of
the corporation.
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Section 6: Written or printed notice of the annual meeting or of any special
meeting, stating the place, day and hour or said meeting, and in
case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days
nor more than (40) days before the date of the meeting, either
personally or by mail, by or at the direction of the chairman of
the board, the president or the secretary or the officer or
person calling the meeting, to each shareholder of record
entitled to vote at such meeting.
Section 7: Special meetings of the shareholders may be called by the
chairman of the board, the president, by the board or directors,
or by the holders of not less than one-fifth (1/5) of all
outstanding shares of the corporation. Special meetings of the
shareholders for the sole purpose of electing a director or
directors to fill a vacancy or vacancies shall be called by the
chairman of the board, the president or secretary at the request
in writing of any shareholder.
Section 8: The officer or agent having charge of the transfer book for
shares of the corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting arranged in
alphabetical order with the address of, and the number of shares
held by each, which list for a period of ten (10) days prior to
such meeting shall be kept on file at the registered office of
the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting.
Section 9: Any action required to be taken at a meeting of shareholders may
be taken without a meeting if consent in writing, setting forth
the actions so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
Section 10: Voting on any question or in any election may be viva voce,
unless the presiding officer shall order, or any shareholder
shall demand, that the voting be by ballot.
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ARTICLE IV:
DIRECTORS
Section 1: The business and affairs of the corporation shall on and after
the annual meeting of the shareholders to be held during 1966,
be managed by its board of seven (7) directors, none of whom
need be residents of the State of Illinois or shareholders of
the corporation.
Section 2: The directors may hold their meetings, regular or special,
either within or without the State of Illinois, at such place
or places as they may from time to time determine.
Section 3: The annual meeting of the board of directors shall be held
immediately following the annual meeting of the shareholders.
At each annual meeting of shareholders the shareholders shall
elect directors to hold office until the next succeeding
annual meeting. Each director shall hold office for the term
for which he is elected, or until his successor shall have
been elected and qualified.
Section 4: The directors may establish one or more offices and keep the
books of the corporation except such as are required by law to
be kept within the state or at the registered office of the
corporation within or without the State of Illinois, at such
place or places as they may from time to time determine.
Section 5: In addition to the powers and authorities by these by-laws
expressly conferred upon them the board of directors may
exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the
articles of incorporation of this corporation or by these
by-laws directed or required to be exercised or done by the
shareholders.
Section 6: Regular meetings of the board of directors may be held without
notice at such time and place, either within or without the
State of Illinois, as shall be from time to time determined by
a majority of the board of directors.
Section 7: Special meetings of the board of directors may be called by the
chairman of the board or the president on two (2) days' notice
to each director, either personally or by mail or by telegram.
Special meetings shall be called by the chairman of the board,
the president or secretary in like manner and on like notice
on the written request of one director. Neither the business
to be transacted at, nor the
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purpose of any regular or special meeting of the board of
directors need be specified in the notice or waiver of notice
of such meeting.
Section 8: At all meetings of the board of directors a majority of the
directors shall be necessary and sufficient to constitute a
quorum for the transaction of business of the corporation, 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 provided by the articles
of incorporation or by these by-laws.
Section 9: Any vacancy occurring in the board of directors and any
directorship to be filled by reason of an increase in the
number of directors shall be filled by election at an annual
meeting or at a special meeting of shareholders called for
that purpose. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.
Section 10: Directors, as such, shall not receive any stated salary for
their services, but by resolution of the board of directors, a
fixed sum and expenses for attendance, if any, may be allowed
for attendance at each regular or special meeting of the board
of directors, provided that nothing herein contained shall be
construed to preclude any director from serving the
corporation in any other capacity and receive compensation
therefor.
ARTICLE V.
OFFICERS
Section 1: The officers of the corporation shall be a chairman of the
board, a vice chairman of the board, a president, one or more
vice presidents, a secretary and a treasurer.
Section 2: Any two of the aforesaid offices may be filled by the same
person with the exception of the offices of chairman of the
board and secretary, and president and secretary.
Section 3: The board of directors at its annual meeting after each annual
meeting of the shareholders shall elect a chairman of the
board, a vice chairman, a president, one or more vice
presidents, a secretary and a treasurer, who need not be
members of the board of directors, nor shareholders of the
corporation, nor residents of the State of Illinois.
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Section 4: The board of directors may appoint or elect such other
officers and agents, including one or more assistant
secretaries and one or more assistant treasurers, as it shall
deem necessary, such officers and agents to have such authority
and perform such duties as from time to time shall be
prescribed by the board of directors.
Section 5: The officers of the corporation shall hold office until the
next annual meeting of the board of directors or until their
successors are chosen and qualify in their stead.
Section 6: Notwithstanding the provisions of Section 5 of this article,
any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in
its judgment the best interests of the corporation will be
served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the persons so removed.
Section 7: If any office becomes vacant for any reason, the vacancy shall
be filled by the board of directors.
Section 8: The salaries of all officers of the corporation shall be fixed
by the board of directors.
Section 9: The chairman of the board of directors shall be the chief
executive officer of the corporation. He shall preside at all
meetings of the board of directors and shall see that orders
and resolutions of the board of directors are carried into
effect; he shall be ex officio a member of all standing
committees; except where by law the signature of the president
is required, the chairman of the board shall have the power to
execute on behalf of the corporation bonds, mortgages,
certificates for shares and all other documents, whether or not
under the seal of the corporation; he shall vote all shares of
stock of any other corporation standing in the name of this
corporation; shall have general powers of supervision and
management and shall be the final arbitrator of all differences
between officers of the corporation and his decision as to any
matter affecting the corporation shall be final and binding as
between the officers of the corporation, subject only to the
board of directors of the corporation.
Section 9.A: The vice chairman of the board shall have such duties as may be
prescribed from time to time by the board of directors of the
corporation or as may be designated by the president of the
corporation.
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Section 10: The president of the corporation shall have the active
management of the business of the corporation under the general
supervision of the chairman of the board; he shall preside at
all meetings of the shareholders and, in the absence of the
chairman of the board, he shall preside at all meetings of the
board of directors; he shall see that all orders and
resolutions of the board of directors are carried into effect
and shall have the same powers as the chairman of the board to
execute on behalf of the corporation, bonds, mortgages,
certificates for shares and all other documents, whether or not
under the seal of the corporation, and in addition shall have
the power to execute documents where by law the signature of
the president is required; and in the absence of the chairman
of the board, he shall have such powers as are vested in such
office, including the power to vote all shares of stock of any
other corporation standing in the name of the corporation, and
may exercise any other powers vested in said chairman of the
board; he shall be ex officio a member of all standing
committees, and shall have such other powers usually vested in
the president of a corporation, subject to those powers
delegated to the chairman of the board by these by-laws, and
further subject to the right of the board of directors to
delegate powers to other officers of the corporation, except
those powers which may be exclusively conferred by statute upon
the office of president.
Section 11: The vice-presidents, in the order of their seniority, in the
absence of the president, or in case of the disability of the
president, shall perform the functions of the office of
president.
Section 12: The secretary shall attend all sessions of the board of
directors and all sessions of the shareholders, and act as the
clerk thereof, and record all votes and the minutes of all the
proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required;
he shall sign certificates for shares; he shall see that all
notices are duly given in accordance with the provisions of
these by-laws or as required by law, and shall perform such
other duties as may be prescribed by the board of directors or
president, under those supervision he shall be; he shall keep
in safe custody the corporate records and the seal of the
corporation, and, in all proper cases, he shall affix the seal
of the corporation to any instrument requiring the same; he
shall be ex officio a member of all standing committees.
Section 13: The assistant secretaries in the order of their seniority
shall, in the event of the absence or disability of the
secretary, perform the duties and exercise the powers of the
secretary, and shall perform such other duties as the board of
directors shall prescribe.
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Section 14: The treasurer subject to supervision and direction of the
president, shall have the 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 depositaries as may be designated by the board of
directors; upon failure of the board of directors to designate
such depositaries, then in such depositaries as may be
designated by the president.
Section 15: The assistant treasurers in the order of their seniority shall,
in the event of the absence or disability of the treasurer,
perform the duties and exercise the powers of the treasurer,
and shall perform such other duties as the board of directors
shall prescribe.
ARTICLE VI.
OFFICES AND RECORDS
Section 1: The corporation may have offices at such places either within
or without the State of Illinois, as the board of directors may
from time to time appoint or as the business of the corporation
may require.
Section 2: The corporation shall keep at its registered office or
principal place of business in Illinois, or at the office of a
transfer agent or registrar in Illinois, a record of its
shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by
each.
Section 3: The corporation shall also keep correct and complete books and
records of accounts and shall also keep minutes of the
proceedings of its shareholders and board of directors.
ARTICLE VII.
INDEMNIFICATION OF DIRECTORS
AND OFFICERS
Section 1: The corporation shall, to the full extent specifically
permitted by the Illinois Business Corporation Act as amended
from time to time or, in the absence of any specific provision
in the Illinois Business Corporation Act, to the full extent
permitted by Section 145 of the Delaware General Corporation Law
(which is hereby incorporated by reference as though
specifically repeated in this by-law) as amended from time to
time, indemnify all present and form directors and officers whom
it may indemnify pursuant thereto, subject to the same terms and
conditions as provided therein. The indemnification authorized
hereby shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under or
through any agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in the official
capacity of those seeking indemnification and as to action in
another capacity while holding such office, and shall continue
as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and
administrators of such persons. If any provision of this by-law
or the application of any provision of any person or set of
facts shall be declared to be illegal, unenforceable or contrary
to public policy, this by-law shall continue in full force and
effect as to all other provisions or all other applications of
its provisions, as the case may be (it being intended that the
scope of indemnification permitted hereunder shall be as broad
and all-inclusive as permitted by law). This by-law shall not
preclude or affect the right of the corporation in a specific
case, upon a determination in accordance with the provisions of
the Illinois Business Corporation Act or Section 145 of the
Delaware General Corporation Law, as the case may be, to
indemnify any person other than a present or former director or
officer of the corporation. The corporation may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent 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 status as such, whether or not the
corporation would have the power to indemnify him against such
liability under the provisions of the Illinois Business
Corporation Act or Section 145 of the Delaware General
Corporation Law, as the case may be.
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ARTICLE VIII.
MISCELLANEOUS
Section 1: All checks or demands for money or notes of the corporation
shall be signed by such officer or officers as the board of
directors may from time to time designate, and in the absence
of such designation, by the chairman of the board, the
president or vice-president.
Section 2: The fiscal year of the corporation shall begin with the first
day of February of each year and shall end with the last day of
January of the following year.
Section 3: Whenever any notice whatever is required to be given under the
provisions of the laws of the State of Illinois or under the
provisions of the articles of incorporation of the corporation
or under these by-laws, a waiver thereof in writing signed by
the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE IX.
AMENDMENTS
Section 1: The directors, by a majority vote, may at any regular or at any
special meeting alter, amend or repeal these by-laws or any of
them if notice of such purpose be set forth in the notice of
the meeting.