1
EXHIBIT 3.32
TABLE OF CONTENTS TO BYLAWS
OF
MAN-MILL ACQUISITION, INC.
EFFECTIVE AUGUST 24, 1993
Page
----
ARTICLE 1 - OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Principal and Registered Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2 - MEETINGS OF SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Place of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Substitute Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 4. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 5. Notice of Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 6. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 7. Shareholders' List. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 8. Voting of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 9. Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE 3 - BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 1. General Powers.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2. Number, Term and Qualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3. Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 4. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5. Compensation.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 4 - MEETINGS OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1. Annual and Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2. Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3. Notice of Meetings... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4. Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 5. Manner of Acting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 6. Presumption of Assent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 7. Action Without Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 8. Meeting by Communications Device.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 5 - COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1. Election and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2. Removal; Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
i
2
Section 3. Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 4. Minutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 6 - OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1. Titles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2. Election; Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 3. Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 4. Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 5. Compensation... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 6. Chairman and Vice Chairman of the Board of Directors... . . . . . . . . . . . . . . . . . . . . 7
Section 7. President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 8. Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 9. Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 10. Assistant Secretaries.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 11. Treasurer... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 12. Assistant Treasurers.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 13. Controller and Assistant Controllers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 14. Voting Upon Stocks.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 7 - CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 1. Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2. Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 3. Transfer Agent and Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4. Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5. Fixing Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 6. Lost Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE 8 - INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1. Indemnification Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3. Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4. Litigation Expense Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5. Approval of Indemnification Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6. Suits by Claimant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 7. Consideration; Personal Representatives and Other Remedies . . . . . . . . . . . . . . . . . 11
Section 8. Scope of Indemnification Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 9 - GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 1. Dividends and other Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 2. Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3. Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4. Checks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 6. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 7. Shareholders' Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ii
3
BYLAWS
OF
MAN-MILL ACQUISITION, INC.
ARTICLE 1 - OFFICES
Section 1. Principal and Registered Office. The principal office of
the corporation shall be located at 4111 Mint Way, Dallas, Texas 75237. The
registered office of the corporation shall be located at 225 Hillsborough
Street, Raleigh, North Carolina 27603.
Section 2. Other Offices. The corporation may have offices at such
other places, either within or without the State of North Carolina, as the
board of directors may from time to time determine.
ARTICLE 2 - MEETINGS OF SHAREHOLDERS
Section 1. Place of Meeting. Meetings of shareholders shall be held at
the principal office of the corporation, or at such other place, either within
or without the State of North Carolina, as shall be designated in the notice of
the meeting.
Section 2. Annual Meeting. The annual meeting of shareholders shall be
held at such time as determined by resolution of the board of directors for the
purpose of electing directors of the corporation and the transaction of such
other business as may be properly brought before the meeting.
Section 3. Substitute Annual Meeting. If the annual meeting is not
held in accordance with these bylaws, a substitute annual meeting may be called
in accordance with Section 4 of this Article. A meeting so called shall be
designated and treated for all purposes as the annual meeting.
Section 4. Special Meetings. Special meetings of the shareholders may
be called at any time by the president or the board of directors, and must be
called and held within thirty days of demand therefor, if the holders of at
least ten percent of all the votes entitled to be cast on any issue proposed to
be considered at the proposed special meeting sign, date and deliver to the
corporation's secretary one or more written demands for the meeting describing
the purpose or purposes for which it is to be held.
Section 5. Notice of Meetings. At least 10 and no more than 60 days
prior to any annual or special meeting of shareholders, the corporation shall
notify shareholders of the date, time and place of the meeting and, in the case
of a special or substitute annual meeting or where otherwise required by law,
shall briefly describe the purpose or purposes of the meeting. Only business
within the purpose or purposes described in the notice may be conducted at a
special
4
meeting. Unless otherwise required by the articles of incorporation or by law
(for example, in the event of a meeting to consider the adoption of a plan of
merger or share exchange, a sale of assets other than in the ordinary course of
business or a voluntary dissolution), the corporation shall be required to give
notice only to shareholders entitled to vote at the meeting. If an annual or
special shareholders' meeting is adjourned to a different date, time or place,
notice thereof need not be given if the new date, time or place is announced at
the meeting before adjournment. If a new record date for the adjourned meeting
is fixed pursuant to Article 7, Section 5 hereof, notice of the adjourned
meeting shall be given to persons who are shareholders as of the new record
date. It shall be the primary responsibility of the secretary to give the
notice, but notice may be given by or at the direction of the president or
other person or persons calling the meeting. If mailed, such notice shall be
deemed to be effective when deposited in the United States mail with postage
thereon prepaid, correctly addressed to the shareholder's address shown in the
corporation's current record of shareholders.
Section 6. Quorum. A majority of the votes entitled to be cast by a
voting group on a matter, represented in person or by proxy at a meeting of
shareholders, shall constitute a quorum for that voting group for any action on
that matter, unless quorum requirements are otherwise fixed by a court of
competent jurisdiction acting pursuant to Section 55-7-03 of the General
Statutes of North Carolina. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and any adjournment thereof, unless a new record date is or must be set
for the adjournment. Action may be taken by a voting group at any meeting at
which a quorum of that voting group is represented, regardless of whether
action is taken at that meeting by any other voting group. In the absence of a
quorum at the opening of any meeting of shareholders, such meeting may be
adjourned from time to time by a vote of the majority of the shares voting on
the motion to adjourn.
Section 7. Shareholders' List. After a record date is fixed for a
meeting, the secretary of the corporation shall prepare an alphabetical list of
the names of all its shareholders who are entitled to notice of the
shareholders' meeting. Such list shall be arranged by voting group (and within
each voting group by class or series of shares) and shall show the address of
and number of shares held by each shareholder. The shareholders' list shall be
made available for inspection by any shareholder beginning two business days
after notice of the meeting is given for which the list was prepared and
continuing through the meeting, at the corporation's principal office or at
such other place identified in the meeting notice in the city where the meeting
will be held. The corporation shall make the shareholders' list available at
the meeting, and any shareholder or his agent or attorney is entitled to
inspect the list at any time during the meeting or any adjournment.
Section 8. Voting of Shares. Except as otherwise provided by the
articles of incorporation or by law, each outstanding share of voting capital
stock of the corporation shall be entitled to one vote on each matter submitted
to a vote at a meeting of the shareholders. Unless otherwise provided in the
articles of incorporation or by law, cumulative voting for directors shall not
be allowed. Action on a matter by a voting group for which a quorum is present
is approved if the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the vote of a greater number
is required by law or by the articles of incorporation. Voting on all matters
shall be by voice vote or by a show of hands, unless the
-2-
5
holders of one-tenth of the shares represented at the meeting shall demand a
ballot vote on a particular matter. Absent special circumstances, the shares of
the corporation are not entitled to vote if they are owned, directly or
indirectly, by a second corporation, domestic or foreign, and the corporation
owns, directly or indirectly, a majority of the shares entitled to vote for
directors of the second corporation, except that this provision shall not limit
the power of the corporation to vote shares held by it in a fiduciary capacity.
Section 9. Action Without Meeting. Any action which the shareholders
could take at a meeting may be taken without a meeting if one or more written
consents, setting forth the action taken, shall be signed, before or after such
action, by all the shareholders who would be entitled to vote upon the action
at a meeting. The consent shall be delivered to the corporation for inclusion
in the minutes or filing with the corporate records. If by law, the corporation
is required to give its nonvoting shareholders written notice of the proposed
action, it shall do so at least 10 days before the action is taken, and such
notice must contain or be accompanied by the same material that would have been
required by law to be sent to nonvoting shareholders in a notice of meeting at
which the proposed action would have been submitted to the shareholders for
action.
ARTICLE 3 - BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the corporation
shall be managed under the direction of the board of directors except as
otherwise provided by the articles of incorporation or by a valid shareholders'
agreement.
Section 2. Number, Term and Qualification. The number of directors of
the corporation shall consist of one or more individuals. The shareholders at
any annual meeting may by resolution fix the number of directors to be elected
at the meeting; but in the absence of such resolution, the number of directors
elected at the meeting shall constitute the number of directors of the
corporation until the next annual meeting of shareholders, unless the number is
changed prior to such meeting by action of the shareholders. The Board of
Directors shall have the authority to increase or decrease by thirty percent
within any twelve-month period the number of directors. Each director's term
shall expire at the annual meeting next following the director's election as a
director, provided, that notwithstanding the expiration of the term of the
director, the director shall continue to hold office until a successor is
elected and qualifies or until his death, resignation, removal or
disqualification or until there is a decrease in the number of directors.
Directors need not be residents of the State of North Carolina or shareholders
of the corporation unless the articles of incorporation so provide.
Section 3. Removal. Directors may be removed from office with or
without cause (unless the articles of incorporation provide that directors may
be removed only for cause) provided the notice of the shareholders' meeting at
which such action is to be taken states that a purpose of the meeting is
removal of the director and the number of votes cast to remove the director
exceeds the number of votes cast not to remove him.
-3-
6
Section 4. Vacancies. Except as otherwise provided in the articles
of incorporation, a vacancy occurring in the board of directors, including,
without limitation, a vacancy resulting from an increase in the number of
directors or from the failure by the shareholders to elect the full authorized
number of directors, may be filled by a majority of the remaining directors or
by the sole director remaining in office. The shareholders may elect a director
at any time to fill a vacancy not filled by the directors. A director elected
to fill a vacancy shall be elected for the unexpired term of his predecessor in
office.
Section 5. Compensation. The directors shall not receive compensation
for their services as such, except that by resolution of the board of
directors, the directors may be paid fees, which may include but are not
restricted to fees for attendance at meetings of the board or of a committee,
and they may be reimbursed for expenses of attendance. Any director may serve
the corporation in any other capacity and receive compensation therefor.
ARTICLE 4 - MEETINGS OF DIRECTORS
Section 1. Annual and Regular Meetings. The annual meeting of the
board of directors shall be held immediately following the annual meeting of
the shareholders. The board of directors may by resolution provide for the
holding of regular meetings of the board on specified dates and at specified
times. Notice of regular meetings held at the principal office of the
corporation and at the usual scheduled time shall not be required. If any date
for which a regular meeting is scheduled shall be a legal holiday, the
meeting shall be held on a date designated in the notice of the meeting, if
any, during either the same week in which the regularly scheduled date falls or
during the preceding or following week. Regular meetings of the board shall be
held at the principal office of the corporation or at such other place as may
be designated in the notice of the meeting.
Section 2. Special Meetings. Special meetings of the board of
directors may be called by or at the request of the chairman of the board, the
president or any two directors. Such meetings may be held at the time and place
designated in the notice of the meeting.
Section 3. Notice of Meetings. Unless the articles of incorporation
provide otherwise, the annual and regular meetings of the board of directors
may be held without notice of the date, time, place or purpose of the meeting.
The secretary or other person or persons calling a special meeting shall give
notice by any usual means of communication to be sent at least two days before
the meeting if notice is sent by means of telephone, telecopy or personal
delivery and at least five days before the meeting if notice is sent by mail. A
director's attendance at, or participation in, a meeting for which notice is
required shall constitute a waiver of notice, unless the director at the
beginning of the meeting (or promptly upon arrival) objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting.
Section 4. Quorum. Except as otherwise provided in the articles of
incorporation, majority of the directors in office shall constitute a quorum
for the transaction of business at a meeting of the board of directors.
-4-
7
Section 5. Manner of Acting. Except as otherwise provided in the
articles of incorporation, the affirmative vote of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.
Section 6. Presumption of Assent. A director of the corporation who is
present at a meeting of the board of directors at which action on any corporate
matter is taken is deemed to have assented to the action taken unless he
objects at the beginning of the meeting (or promptly upon arrival) to holding,
or transacting business at, the meeting, or unless his dissent or abstention is
entered in the minutes of the meeting or unless he shall file written notice of
his dissent or abstention to such action with the presiding officer of the
meeting before its adjournment or with the corporation immediately after
adjournment of the meeting. The right of dissent or abstention shall not apply
to a director who voted in favor of such action.
Section 7. Action Without Meeting. Unless otherwise provided in the
articles of incorporation, action required or permitted to be taken at a
meeting of the board of directors may be taken without a meeting if the action
is taken by all members of the board. The action must be evidenced by one or
more written consents signed by each director before or after such action,
describing the action taken, and included in the minutes or filed with the
corporate records. Action taken without a meeting is effective when the last
director signs the consent, unless the consent specifies a different effective
date.
Section 8. Meeting by Communications Device. Unless otherwise provided
in the articles of incorporation, the board of directors may permit any or all
directors to participate in a regular or special meeting by, or conduct the
meeting through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A director
participating in a meeting by this means is deemed to be present in person at
the meeting.
ARTICLE 5 - COMMITTEES
Section 1. Election and Powers. Unless otherwise provided by the
articles of incorporation or the bylaws, a majority of the board of directors
may create one or more committees and appoint two or more directors to serve at
the pleasure of the board on each such committee. To the extent specified by
the board of directors or in the articles of incorporation, each committee
shall have and may exercise the powers of the board in the management of the
business and affairs of the corporation, except that no committee shall have
authority to do the following:
(a) Authorize distributions.
(b) Approve or propose to shareholders action required to be
approved by shareholders.
(c) Fill vacancies on the board of directors or on any of its
committees.
-5-
8
(d) Amend the articles of incorporation.
(e) Adopt, amend or repeal the bylaws.
(f) Approve a plan of merger not requiring shareholder approval.
(g) Authorize or approve the reacquisition of shares, except
according to a formula or method prescribed by the board of directors.
(h) Authorize or approve the issuance, sale or contract for sale
of shares, or determine the designation and relative rights, preferences and
limitations of a class or series of shares, except that the board of directors
may authorize a committee (or a senior executive officer of the corporation) to
do so within limits specifically prescribed by the board of directors.
Section 2. Removal; Vacancies. Any member of a committee may be
removed at any time with or without cause, and vacancies in the membership of a
committee by means of death, resignation, disqualification or removal shall be
filled by a majority of the whole board of directors.
Section 3. Meetings. The provisions of Article 4 governing meetings of
the board of directors, action without meeting, notice, waiver of notice and
quorum and voting requirements shall apply to the committees of the board and
its members.
Section 4. Minutes. Each committee shall keep minutes of its
proceedings and shall report thereon to the board of directors at or before the
next meeting of the board.
ARTICLE 6 - OFFICERS
Section 1. Titles. The officers of the corporation shall be a
president and a secretary and may include a chairman and vice chairman of the
board of directors, an executive vice president, a treasurer, one or more
additional vice presidents, a controller, one or more assistant secretaries,
one or more assistant treasurers, one or more assistant controllers, and such
other officers as shall be deemed necessary. The officers shall have the
authority and perform the duties as set forth herein or as from time to time
may be prescribed by the board of directors or by the president (to the extent
that the president is authorized by the board of directors to prescribe the
authority and duties of officers). Any two or more offices may be held by the
same individual, but no officer may act in more than one capacity where action
of two or more officers is required.
Section 2. Election; Appointment. The officers of the corporation
shall be elected from time to time by the board of directors or appointed from
time to time by the president (to the extent that the president is authorized
by the board to appoint officers).
-6-
9
Section 3. Removal. Any officer may be removed by the board at any
time with or without cause whenever in its judgment the best interests of the
corporation will be served, but removal shall not itself affect the officer's
contract rights, if any, with the corporation.
Section 4. Vacancies. Vacancies among the officers may be filled and
new offices may be created and filled by the board of directors, or by the
president (to the extent authorized by the board).
Section 5. Compensation. The compensation of the officers shall be
fixed by, or under the direction of, the board of directors.
Section 6. Chairman and Vice Chairman of the Board of Directors. The
chairman of the board of directors, if such officer is elected, shall preside
at meetings of the board of directors and shall have such other authority and
perform such other duties as the board of directors shall designate. The vice
chairman, if elected, shall preside at meetings of the board in the absence of
the chairman and shall have such other authority and perform such other duties
as the board of directors shall designate.
Section 7. President. The president shall be in general charge of the
affairs of the corporation in the ordinary course of its business and shall
preside at meetings of the shareholders. The president may perform such acts,
not inconsistent with applicable law or the provisions of these bylaws, as may
be performed by the president of a corporation and may sign and execute all
authorized notes, bonds, contracts and other obligations in the name of the
corporation. The president shall have such other powers and perform such other
duties as the board of directors shall designate or as may be provided by
applicable law or elsewhere in these bylaws.
Section 8. Vice Presidents. The executive vice president, if such
officer is elected or appointed, shall exercise the powers of the president
during that officer's absence or inability to act. In default of both the
president and the executive vice president, any other vice president may
exercise the powers of the president. Any action taken by a vice president in
the performance of the duties of the president shall be presumptive evidence of
the absence or inability to act of the president at the time the action was
taken. The vice presidents shall have such other powers and perform such other
duties as may be assigned by the board of directors or by the president (to the
extent that the president is authorized by the board of directors to prescribe
the authority and duties of other officers).
Section 9. Secretary. The secretary shall keep accurate records of the
acts and proceedings of all meetings of shareholders and of the board of
directors and shall give all notices required by law and by these bylaws. The
secretary shall have general charge of the corporate books and records and
shall have the responsibility and authority to maintain and authenticate such
books and records. The secretary shall have general charge of the corporate
seal and shall affix the corporate seal to any lawfully executed instrument
requiring it. The secretary shall have general charge of the stock transfer
books of the corporation and shall keep at the principal office of the
corporation a record of shareholders, showing the name and address of each
shareholder and the number and class of the shares held by each. The secretary
shall
-7-
10
sign such instruments as may require the signature of the secretary, and in
general shall perform the duties incident to the office of secretary and such
other duties as may be assigned from time to time by the board of directors or
the president (to the extent that the president is authorized by the board of
directors to prescribe the authority and duties of other officers).
Section 10. Assistant Secretaries. Each assistant secretary, if such
officer is elected, shall have such powers and perform such duties as may be
assigned by the board of directors or the president (if authorized by the board
of directors to prescribe the authority and duties of other officers), and the
assistant secretaries shall exercise the powers of the secretary during that
officer's absence or inability to act.
Section 11. Treasurer. The treasurer shall have custody of all funds
and securities belonging to the corporation and shall receive, deposit or
disburse the same under the direction of the board of directors. The treasurer
shall keep full and accurate accounts of the finances of the corporation, which
may be consolidated or combined statements of the corporation and one or more
of its subsidiaries as appropriate, that include a balance sheet as of the end
of the fiscal year, an income statement for that year, and a statement of cash
flows for the year unless that information appears elsewhere in the financial
statements. If financial statements are prepared for the corporation on the
basis of generally accepted accounting principles, the annual financial
statements must also be prepared on that basis. The corporation shall mail the
annual financial statements, or a written notice of their availability, to each
shareholder within 120 days of the close of each fiscal year. The treasurer
shall in general perform all duties incident to the office and such other
duties as may be assigned from time to time by the board of directors or the
president (to the extent that the president is authorized by the board of
directors to prescribe the authority and duties of other officers).
Section 12. Assistant Treasurers. Each assistant treasurer, if such
officer is elected, shall have such powers and perform such duties as may be
assigned by the board of directors or the president (to the extent that the
president is authorized by the board of directors to prescribe the authority
and duties of other officers), and the assistant treasurers shall exercise the
powers of the treasurer during that officer's absence or inability to act.
Section 13. Controller and Assistant Controllers. The controller, if
such officer is elected, shall have charge of the accounting affairs of the
corporation and shall have such other powers and perform such other duties as
the board of directors or the president (to the extent that the president is
authorized by the board of directors to prescribe the authority and duties of
other officers) shall designate. Each assistant controller shall have such
powers and perform such duties as may be assigned by the board of directors or
the president (to the extent that the president is authorized by the board of
directors to prescribe the authority and duties of other officers), and the
assistant controllers shall exercise the powers of the controller during that
officer's absence or inability to act.
Section 14. Voting Upon Stocks. Unless otherwise ordered by the board
of directors, the president shall have full power and authority in behalf of
the corporation to attend, act and vote at meetings of the shareholders of any
corporation in which this corporation may hold stock, and at such meetings
shall possess and may exercise any and all rights and powers
-8-
11
incident to the ownership of such stock and which, as the owner, the
corporation might have possessed and exercised if present. The board of
directors may by resolution from time to time confer such power and authority
upon any other person or persons.
ARTICLE 7 - CAPITAL STOCK
Section 1. Certificates. Shares of the capital stock of the
corporation shall be represented by certificates. The name and address of the
persons to whom shares of capital stock of the corporation are issued, with the
number of shares and date of issue, shall be entered on the stock transfer
records of the corporation. Certificates for shares of the capital stock of the
corporation shall be in such form not inconsistent with the articles of
incorporation of the corporation as shall be approved by the board of
directors. Each certificate shall be signed (either manually or by facsimile)
by (a) the president or any vice president and by the secretary, assistant
secretary, treasurer or assistant treasurer or (b) any two officers designated
by the board of directors. Each certificate may be sealed with the seal of the
corporation or a facsimile thereof.
Section 2. Transfer of Shares. Transfer of shares shall be made on the
stock transfer records of the corporation, and transfers shall be made only
upon surrender of the certificate for the shares sought to be transferred by
the recordholder or by a duly authorized agent, transferee or legal
representative. All certificates surrendered for transfer or reissue shall be
cancelled before new certificates for the shares shall be issued.
Section 3. Transfer Agent and Registrar. The board of directors may
appoint one or more transfer agents and one or more registrars of transfers and
may require all stock certificates to be signed or countersigned by the
transfer agent and registered by the registrar of transfers.
Section 4. Regulations. The board of directors may make rules and
regulations as it deems expedient concerning the issue, transfer and
registration of shares of capital stock of the corporation.
Section 5. Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose, the board of directors may
fix in advance a date as the record date for the determination of shareholders.
The record date shall be not more than 70 days before the meeting or action
requiring a determination of shareholders. A determination of shareholders
entitled to notice of or to vote at a shareholders' meeting shall be effective
for any adjournment of the meeting unless the board of directors fixes a new
record date, which it shall do if the meeting is adjourned to a date more than
120 days after the date fixed for the original meeting. If no record date is
fixed for the determination of shareholders, the record date shall be the day
the notice of the meeting is mailed or the day the action requiring a
determination of shareholders is taken. If no record date is fixed for action
without a meeting, the record date for determining
-9-
12
shareholders entitled to take action without a meeting shall be the date the
first shareholder signs a consent to the action taken.
Section 6. Lost Certificates. The board of directors must authorize the
issuance of a new certificate in place of a certificate claimed to have been
lost, destroyed or wrongfully taken, upon receipt of (a) an affidavit from the
person explaining the loss, destruction or wrongful taking, and (b) a bond from
the claimant in a sum as the corporation may reasonably direct to indemnify the
corporation against loss from any claim with respect to the certificate claimed
to have been lost, destroyed or wrongfully taken. The board of directors may, in
its discretion, waive the affidavit and bond and authorize the issuance of a new
certificate in place of a certificate claimed to have been lost, destroyed or
wrongfully taken.
ARTICLE 8 - INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1. Indemnification Provisions. Any person who at any time
serves or has served as a director or officer of the corporation or of any
wholly owned subsidiary of the corporation, or in such capacity at the request
of the corporation for any other foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, or as a trustee or administrator under
any employee benefit plan of the corporation or of any wholly owned subsidiary
thereof (a "Claimant"), shall have the right to be indemnified and held harmless
by the corporation to the fullest extent from time to time permitted by law
against all liabilities and litigation expenses (as hereinafter defined) in the
event a claim shall be made or threatened against that person in, or that person
is made or threatened to be made a party to, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, and whether or not brought by or on behalf of the corporation,
including all appeals therefrom (a "proceeding"), arising out of such service;
provided, that such indemnification shall not be effective with respect to (a)
that portion of any liabilities or litigation expenses with respect to which the
Claimant is entitled to receive payment under any insurance policy or (b) any
liabilities or litigation expenses incurred on account of any of the Claimant's
activities which were at the time taken known or believed by the Claimant to be
clearly in conflict with the best interests of the corporation.
Section 2. Definitions. As used in this Article, (a) "liabilities"
shall include, without limitation, (1) payments in satisfaction of any judgment,
money decree, excise tax, fine or penalty for which Claimant had become liable
in any proceeding and (2) payments in settlement of any such proceeding subject,
however, to Section 3 of this Article 8; (b) "litigation expenses" shall
include, without limitation, (1) reasonable costs and expenses and attorneys'
fees and expenses actually incurred by the Claimant in connection with any
proceeding and (2) reasonable costs and expenses and attorneys' fees and
expenses in connection with the enforcement of rights to the indemnification
granted hereby or by applicable law, if such enforcement is successful in whole
or in part; and (c) "disinterested directors" shall mean directors who are not
party to the proceeding in question.
Section 3. Settlements. The corporation shall not be liable to
indemnify the Claimant for any amounts paid in settlement of any proceeding
effected without the
-10-
13
corporation's written consent. The corporation will not unreasonably withhold
its consent to any proposed settlement.
Section 4. Litigation Expense Advances.
(a) Except as provided in subsection (b) below, any litigation
expenses shall be advanced to any Claimant within 30 days of receipt by the
secretary of the corporation of a demand therefor, together with an undertaking
by or on behalf of the Claimant to repay to the corporation such amount unless
it is ultimately determined that the Claimant is entitled to be indemnified by
the corporation against such expenses. The secretary shall promptly forward
notice of the demand and undertaking immediately to all directors of the
corporation.
(b) Within 10 days after mailing of notice to the directors
pursuant to subsection (a) above, any disinterested director may, if desired,
call a meeting of all disinterested directors to review the reasonableness of
the expenses so requested. No advance shall be made if a majority of the
disinterested directors affirmatively determines that the item of expense is
unreasonable in amount; but if the disinterested directors determine that a
portion of the expense item is reasonable, the corporation shall advance such
portion.
(c) Without limiting the rights contained in subsection (a) above,
the board of directors may take action to advance any litigation expenses to a
Claimant upon receipt of an undertaking by or on behalf of the Claimant to
repay to the corporation such amount unless it is ultimately determined that
the Claimant is entitled to be indemnified by the corporation against such
expenses.
Section 5. Approval of Indemnification Payments. Except as provided in
Section 4 of this Article, the board of directors of the corporation shall take
all such action as may be necessary and appropriate to authorize the
corporation to pay the indemnification required by Section 1 of this Article,
including, without limitation, making a good faith evaluation of the manner in
which the Claimant acted and of the reasonable amount of indemnity due the
Claimant. In taking any such action, any Claimant who is a director of the
corporation shall not be entitled to vote on any matter concerning such
Claimant's right to indemnification.
Section 6. Suits by Claimant. No Claimant shall be entitled to bring
suit against the corporation to enforce his rights under this Article until
sixty days after a written claim has been received by the corporation, together
with any undertaking to repay as required by Section 4 of this Article. It
shall be a defense to any such action that the Claimant's liabilities or
litigation expenses were incurred on account of activities described in clause
(b) of Section 1, but the burden of proving this defense shall be on the
corporation. Neither the failure of the corporation to determine that
indemnification of the Claimant is proper, nor determination by the corporation
that indemnification is not due because of application of clause (b) of Section
1 shall be a defense to the action or create a presumption that the Claimant
has not met the applicable standard of conduct.
Section 7. Consideration; Personal Representatives and Other
Remedies. Any Claimant who during such time as this Article or corresponding
provisions of predecessor bylaws
-11-
14
is or has been in effect serves or has served in any of the capacities
described in Section 1 shall be deemed to be doing so or to have done so in
reliance upon, and as consideration for, the right of indemnification provided
herein or therein. The right of indemnification provided herein or therein
shall inure to the benefit of the legal representatives of any Claimant
hereunder, and the right shall not be exclusive of any other rights to which
the Claimant or legal representative may be entitled apart from this Article.
Section 8. Scope of Indemnification Rights. The rights granted herein
shall not be limited by the provisions of Section 55-8-51 of the General
Statutes of North Carolina or any successor statute.
ARTICLE 9 - GENERAL PROVISIONS
Section 1. Dividends and other Distributions. The board of directors
may from time to time declare and the corporation may pay dividends or make
other distributions with respect to its outstanding shares in the manner and
upon the terms and conditions provided by law.
Section 2. Seal. The seal of the corporation shall be any form
approved from time to time or at any time by the board of directors.
Section 3. Waiver of Notice. Whenever notice is required to be given
to a shareholder, director or other person under the provisions of these
bylaws, the articles of incorporation or applicable law, a waiver in writing
signed by the person or persons entitled to the notice, whether before or after
the date and time stated in the notice, and delivered to the corporation shall
be equivalent to giving the notice.
Section 4. Checks. All checks, drafts or orders for the payment of
money shall be signed by the officer or officers or other individuals that the
board of directors may from time to time designate.
Section 5. Fiscal Year. The fiscal year of the corporation shall be
fixed by the board of directors.
Section 6. Amendments. Unless otherwise provided in the articles of
incorporation or a bylaw adopted by the shareholders or by law, these bylaws
may be amended or repealed by the board of directors, except that a bylaw
adopted, amended or repealed by the shareholders may not be readopted, amended
or repealed by the board of directors if neither the articles of incorporation
nor a bylaw adopted by the shareholders authorizes the board of directors to
adopt, amend or repeal that particular bylaw or the bylaws generally. These
bylaws may be amended or repealed by the shareholders even though the bylaws
may also be amended or repealed by the board of directors. A bylaw that fixes a
greater quorum or voting requirement for the board of directors may be amended
or repealed (a) if originally adopted by the shareholders, only by the
shareholders, unless such bylaw as originally adopted by the shareholders
provides that such bylaw may be amended or repealed by the board of directors
or
-12-
15
(b) if originally adopted by the board of directors, either by the shareholders
or by the board of directors. A bylaw that fixes a greater quorum or voting
requirement may not be adopted by the board of directors by a vote less than a
majority of the directors then in office and may not itself be amended by a
quorum or vote of the directors less than the quorum or vote prescribed in such
bylaw or prescribed by the shareholders.
Section 7. Shareholders' Agreement. In the event of a conflict
between these bylaws and a valid shareholders' agreement, the shareholders'
agreement shall control.
----
THIS IS TO CERTIFY that the above bylaws of Man-Mill Acquisition,
Inc., were adopted by the board of directors of the corporation by action taken
without a meeting effective as of August 24, 1993.
This 30 day of August 1993.
/s/ JEFFREY D. CORDES
----------------------------
Jeffrey D. Cordes, Secretary
[Corporate Seal]
-13-
16
STATE OF DELAWARE )
) ss:
COUNTY OF NEW CASTLE )
BE IT REMEMBERED that on this 8th day of March A.D., 1971, personally
came before me, the subscriber, a Notary Public for the State of Delaware,
W. J. Reif, known to be personally to be such, and acknowledged the said
certificate to be his act and deed and that the facts therein stated are truly
set forth.
GIVEN under my hand and seal of office the day and year aforesaid.
A. Dana Atwell
-----------------------
Notary Public
(NOTARY SEAL)