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EXHIBIT 3.44
BY LAWS
OF
TENNESSEE WOOLEN MILLS, INC.
ARTICLE I
OFFICES
The executive offices of the corporation shall be in Wilson County, Tennessee,
but the corporation may have other offices at such places as the Board of
Directors may from time to time decide or as the business of the corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders
shall be held at the call of the Chairman of the Board during the month of April
of each year on a date and at such time and place, either within or without the
State of Tennessee, as may be selected by the Chairman of the Board or the Board
of Directors and designated in the call of the meeting.
Section 2. Special Meeting. Special meetings of the shareholders may
be called at any time by the Chairman of the Board, the Board of Directors or
the holder or holders of not less than one tenth (1/10) of all the shares
entitled to vote at such meeting, to be held at such time and place, either
within or without the State of Tennessee, as may be designated in the call of
the meeting.
Section 3. Notice of Meeting. Written notice stating the place, day
and hour of annual and special meetings of shareholders shall be given to each
shareholder, either personally or by mail to his last address of record with the
Corporation, not less than ten (10) nor more than sixty (60) days before the
date of meeting. Notice of any special meeting of shareholders shall state the
purpose or purposes for which the meeting is called and the person or persons
calling the meeting. Notice of any annual or special meeting of shareholders may
be waived by the person or persons entitled thereto by signing a written waiver
of notice at any time before or after the meeting is completed, which waiver may
be signed by a shareholder or by his attorney-in-fact or proxy holder.
Section 4. Voting. At all meetings of shareholders, all shareholders
of record shall be entitled to one vote for each share of stock standing in
their name and may vote either in person or by proxy. Proxies shall be filed
with the Secretary of the meeting before being voted or counted for the purpose
of determining the presence of a quorum.
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Section 5. Quorum. At all meetings of shareholders, a majority of the
outstanding shares of stock entitled to vote, represented in person or by proxy,
shall constitute a quorum for the transaction of business; and the vote or
authorization of a majority of the shares represented at any meeting at which a
quorum is present or represented shall determine the action taken on any matter
that may come before the meeting unless otherwise specifically required by law
or by express provision of the charter or by-laws of the corporation.
Section 6. Action by Consent. Whenever the shareholders of the
corporation are required or permitted to take any action by vote, such action
may be taken without a meeting on written consent, setting forth the action so
taken, signed by all of the persons or entities entitled to vote thereon.
ARTICLE III
DIRECTORS
Section 1. Number and Qualifications. The business and affairs of the
corporation shall be managed and controlled by a Board of Directors, who shall
be three in number; provided that if all the shares of the corporation are owned
of record by less than three shareholders, the number of Directors may be less
than three but not less than the number of shareholders of record. Directors
need not be shareholders of the corporation.
Section 2. Election and Term of Office. The Directors shall be
elected at the first meeting of shareholders and thereafter at the annual
meetings of shareholders; but if any such annual meeting is not held or if the
Directors are not elected at any such annual meeting, the Directors may be
elected at any special meeting of the shareholders. Directors shall be elected
by a plurality of the votes cast. The Directors shall hold office until the next
annual meeting of shareholders and thereafter until their respective successors
have been elected and qualified.
Section 3. Meetings. Regular meetings of the Directors shall be held
annually following the annual meeting of the shareholders. Special meetings of
the Directors may be called at any time by the Chairman of the Board or by any
two Directors on at least two days notice sent by any usual means of
communication. Notice of any such meeting may be waived by the person or
persons entitled thereto by signing a written waiver of notice at any time
before or after the meeting is completed. Attendance of a Director at a meeting
shall constitute a waiver of notice thereof unless such attendance is for the
express purpose of objecting to such meeting. Any meeting of the board of
Directors may be held within or without the State of Tennessee at such place as
may be determined by the person or persons calling the meeting.
Section 4. Quorum. A majority of the total number of Directors then
in office shall constitute a quorum for the transaction of business; and the
vote or action of a majority of the Directors present at any meeting at which a
quorum is had shall decide any matter that may come before the meeting and shall
be the act of the Board unless otherwise specifically required by law or by
express provision of the charter or by-laws of the corporation.
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Section 5. Action by Consent. Any action required or permitted to be
taken by the Directors of the corporation may be taken without a meeting on
written consent, setting forth the action so taken, signed by all the Directors
entitled to vote thereon.
Section 6. Vacancies. Vacancies in the Board of Directors occurring
for any reason, including an increase in the number of Directors, resignation,
or the removal of any Director with or without cause, may be filled by vote of a
majority of the Directors then in office although less than a quorum exists; but
if the offices of a majority of the entire Board of Directors shall be vacant at
the same time, such vacancies shall be filled only by vote of the shareholders.
A director elected to fill any vacancy shall hold office until the next annual
meeting of shareholders and thereafter until his successor has been elected and
qualified.
Section 7. Removal and Resignation. Any or all of the Directors may be
removed with or without cause, at any time, by vote of the shareholders. Any
director may resign at any time, such resignation to be made in writing and to
take effect immediately or on such later date as may be specified therein
without acceptance.
Section 8. Committees. From time to time, a majority of the entire
Board of Directors may by resolution appoint an executive committee or any other
committee or committees for any purpose or purposes to the extent permitted by
law, which committee or committees shall have such powers as shall be specified
in the resolution of appointment.
Section 9. Participation in Meetings. The members of the Board of
Directors, or any committee appointed by the Board, may participate in a meeting
of the Board or of such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to such
means shall constitute presence in person at such meeting. The Directors shall
be promptly furnished a copy of the minutes of the Board of Directors' meetings.
ARTICLE IV
OFFICERS
Section 1. Designation. The officers of the corporation shall be a
Chairman of the Board, a President, one or more Vice Presidents, a Secretary and
a Treasurer. Any two or more of such offices may be held by the same person
except the offices of President and Secretary.
Section 2. Chairman of the Board of Directors. The Chairman of the
Board shall be the chief executive officer of the corporation and shall exercise
all the powers and duties customarily exercised by the chief executive officer
of business corporations. He shall preside at all meetings of the shareholders
and the Board of Directors, and he shall call regular and special meetings of
the shareholders and Board of Directors in accordance with these by-laws. He
shall perform such other duties as may be prescribed by the Board.
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Section 3. President. The President shall have general supervision of
the affairs and property of the corporation, subject to the direction of the
Board of Directors and the Chairman of the Board. He shall manage and control
the regular business of the corporation; and he may appoint agents and employees
of the corporation, other than the officers elected or appointed by the Board,
subject to the approval of the Board. In the absence of the Chairman of the
Board, the President shall preside at any meeting of the shareholders or the
Board of Directors. He shall perform such other duties as may from time to time
be prescribed by the Board.
Section 4. Vice President. The Vice President or Vice Presidents
shall assist the President in the management of the corporation and shall have
such other powers and perform such other duties as may from time to time be
prescribed by the Board. In the absence, disqualification or incapacity of the
President, the senior Vice President shall perform the duties and exercise the
powers of the President.
Section 5. Secretary. The Secretary shall keep the minutes of all
meetings of the shareholders and the Board of Directors in appropriate books,
and he shall attend to the giving of all notices for the corporation. He shall
have charge of the seal and stock books of the corporation and such other books
and papers as the Board may direct, and he shall in general perform all duties
incident to the office of Secretary of the corporation. He shall perform such
other duties as may from time to time be prescribed by the Board.
Section 6. Treasurer. The Treasurer shall have the care and custody
of all funds and securities of the corporation, and he shall in general perform
all duties incident to the office of Treasurer of the corporation. He shall
perform such other duties as may from time to time be prescribed by the Board.
Section 7. Other Officers. The Board of Directors may appoint, or may
authorize the President to appoint, assistant secretaries and assistant
treasurers and such other officers as the Board may from time to time decide,
who shall have such authority and perform such duties as may from time to time
be prescribed by the Board or designated by the President.
Section 8. Election and Term of Office. The officers shall be elected
or appointed at the regular meeting of the Board of Directors following the
annual meeting of shareholders, provided that any vacancy or newly created
office may be filled at a special meeting of the Board. The officers shall hold
office at the pleasure of the Board, and any officer may be removed at any time
by a majority of the entire Board. Unless otherwise determined by the Board,
each officer shall hold office until the next regular meeting of the Board
following the annual meeting of shareholders and thereafter until his successor
has been elected or appointed and qualified.
ARTICLE V
SHARES
Section 1. Certificates. The shares of the corporation shall be
represented by certificates in such form as the Board of Directors may from time
to
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time prescribe. Such certificates shall be numbered consecutively in the order
in which they are issued, which numbering system may be separated by class or
series if there shall be more than one class or series of shares. The
certificates shall be signed by the Chairman of the Board and Secretary unless
the Board of Directors shall otherwise designate any two officers of the
corporation for such purpose.
Section 2. Record. The name and address of all persons to whom the
shares of the corporation are issued, the number of shares, and the date of
issue shall be entered on the books of the corporation. It shall be the duty of
each shareholder to notify the corporation of his address.
Section 3. Transfers. The shares of the corporation are transferrable
only on the books of the corporation by the registered holder thereof, either in
person or by power of attorney, and upon delivery and surrender of the
certificate representing such shares properly endorsed for transfer.
Certificates exchanged or surrendered shall be cancelled by the Secretary and
placed in the corporate records.
Section 4. Loss of Certificates. In case of the loss, mutilation or
destruction of a certificate representing shares of the corporation, a duplicate
certificate may be issued on such terms as the Board of Directors shall
prescribe.
ARTICLE VI
SEAL
Section 1. Authority to Adopt. The corporation may have a seal in such
form as the Board of Directors may adopt, and the Board of Directors may from
time to time change the form of the seal of the corporation.
Section 2. Scroll Seal. In the event the Board shall not have adopted
a seal or if it is inconvenient to use the adopted seal at any time, an
authorized signature made in the name of and on behalf of the corporation
followed by the word "Seal" enclosed in parentheses or scroll shall be deemed
the seal of the corporation.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall end on December of each year,
but the Board of Directors may from time to time change the fiscal year of the
corporation.
ARTICLE VIII
INDEMNITY
Any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action suit or proceeding, whether
civil,
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criminal, administrative or investigative (including any action by or in the
right of the corporation) by reason of the fact that he is or was serving as an
officer or director of the corporation or is or was serving at the request of
the corporation as a Director or officer of another corporation, partnership,
joint venture, trust or other enterprise, shall be indemnified by the
corporation against expenses (including reasonable attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith for a purpose which he reasonably believed to be in the best
interest of the corporation, and, in criminal actions or proceedings, in
addition, had no reasonable cause to believe that his conduct was unlawful, to
the maximum extent permitted by, and in the manner provided by, the Tennessee
General Corporation Act.
ARTICLE IX
AMENDMENTS
The shareholders of the corporation may adopt new by-laws and may
amend or repeal any or all of these by-laws at any annual or special meeting;
and also the Board of Directors may adopt new by-laws and may amend or repeal
any or all of these by-laws by the vote of a majority of the entire Board,
provided that the Board shall make no amendment changing the number of
Directors, and provided further that any by-law adopted by the Board may be
amended or repealed by the shareholders.
CERTIFICATION
I certify that the foregoing by-laws were adopted by the Incorporator
of this corporation on the 18th day of May, 1984.
/s/ JAMES R. BRUBAKER
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James R. Brubaker
Chairman of the Board
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