1
EXHIBIT 3.4
BYLAWS OF ARMSTRONG MANUFACTURING COMPANY
ARTICLE I. OFFICES
The principal office of the corporation in the state of Oregon shall be
located in the city of Portland, county of Multnomah. The corporation may have
such other offices, either within or without the state of Oregon, as the board
of directors may designate or as the business of the corporation may require
from time to time.
The registered office of the corporation required by the Oregon Business
Corporation Act to be maintained in the state of Oregon may be, but need not be,
identical with the principal office in the state of Oregon, and the address of
the registered office may be changed from time to time by the board of
directors.
ARTICLE II. SHAREHOLDERS
Section 1. ANNUAL MEETING The annual meeting of the shareholders shall
be held on a business day in February in each year, after providing a minimum
thirty days notice to all stockholders of both time and date of meeting.
Section 2. SPECIAL MEETING Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the president or by the board of directors, and shall be called by the president
at the request of the holders of not less than one tenth of all the outstanding
shares of the corporation entitled to vote at the meeting.
Section 3. PLACE OF MEETING The board of directors may designate any
place, either within or without the state of Oregon, as the place of meeting for
any annual meeting or for any special meeting called by the board of directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the state of Oregon, as the place
for the holding of such meeting. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the registered office
of the corporation in the state of Oregon.
Section 4. NOTICE OF MEETING Written or printed notice stating the
place, day and hour of the 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 nor more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.
2
Section 5. QUORUM A majority of the outstanding shares of the
corporation entitled to a vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. 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 noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
Section 6. PROXIES At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
Section 7. VOTING OF SHARES Each outstanding share of the corporation's
common stock shall be entitled to one vote upon each matter submitted to a vote
at a meeting of the shareholders. The preferred shares shall not be entitled to
vote, except that each outstanding preferred share shall be entitled to one vote
upon each matter upon which class voting is required by law.
Section 8. VOTING OF SHARES BY CERTAIN HOLDERS Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
bylaws of such corporation may prescribe, or, in the absence of such provision,
as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held for its
benefit by another corporation in a fiduciary capacity or held by a corporation
in which the corporation holds a majority of the voting shares shall not be
voted at any meeting or counted in determining the total number of outstanding
shares at any given time.
-2-
3
Section 9. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all the
shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III. BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its board of directors.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be between five and nine. Each director shall hold office
until the next annual meeting of the shareholders and until his successor shall
have been elected and qualified. In the event of the resignation or termination
of any board member, the shareholders may approve the resignation/termination
prior to the next annual meeting without electing an immediate successor.
Directors need not be residents of the state of Oregon or shareholders of the
corporation.
Section 3. REGULAR MEETINGS. A regular meeting of the board of directors
shall be held without other notice than this bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The board of directors may
provide by resolution the time and place, either within or without the state of
Oregon, for the holding of additional regular meetings without other notice than
such resolution.
Section 4. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the president or any two directors. The
person or persons authorized to call special meetings of the board of directors
may fix any place, either within or without the state of Oregon, as the place
for holding any special meeting of the board of directors called by them.
Section 5. NOTICE. Notice of any special meeting shall be given at least
five days previously thereto by written notice delivered personally or mailed to
each director at his business address, or by telegram. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or wavier of notice of such meeting.
-3-
4
Section 6. QUORUM. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the board of directors, but, if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
Section 7. MANNER OF ACTION. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors.
Section 8. VACANCIES. Any vacancy occurring in the board of directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the board of directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
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.
Section 9. 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 shall be presumed to have assented to the action taken, unless
his dissent shall be entered in the minutes of the meeting, or unless he shall
file his written dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
ARTICLE IV. OFFICERS
Section 1. NUMBER. The officers of the corporation shall be a chairman
of the board of directors, a president, one or more vice-presidents (the number
thereof to be determined by the board of directors), a secretary and a
treasurer, each of whom shall be elected by the board of directors. Such other
officers and assistant officers as may be deemed necessary may be elected or
appointed by the board of directors. Any two or more offices may be held by the
same person, except the offices of president and secretary.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the corporation
to be elected by the board of directors shall be elected annually by the board
of directors at the first meeting of the board of directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his death or until he
shall resign or shall have been removed in the manner hereinafter provided.
Section 3. REMOVAL. 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 would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
-4-
5
Section 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by the board
of directors for the
unexpired portion of the term.
Section 5. CHAIRMAN OF THE BOARD OF DIRECTORS. The chairman of the board
of directors shall, when present, preside at all meetings of the shareholders
and of the board of directors and shall perform all duties incident to such
office and such other duties as may be prescribed by the board of directors from
time to time.
Section 6. PRESIDENT. The president shall be the principal executive
officer of the corporation and, subject to the control of the board of
directors, shall in general supervise and control all the business and affairs
of the corporation. He shall, in the absence of the chairman of the board of
directors, preside at all meetings of the shareholders and of the board of
directors. He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the board of directors, certificates for
shares of the corporation, and any deeds, mortgages, bonds, contracts or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors or by these bylaws to some other officer or agent of the
corporation or shall be required by law to be otherwise signed or executed; and
in general he shall perform all duties incident to the office of president and
such other duties as may be prescribed by the board of directors from time to
time.
Section 7. VICE-PRESIDENTS. In the absence of the president, or in the
event of his death, inability or refusal to act, the vice-president (or, in the
event there may be more than one vice-president, the vice-presidents in the
order designated at the time of their election, or, in the absence of any
designation, then in the order of their election) shall perform the duties of
the president, and, when so acting, shall have all the powers of and be subject
to all the restrictions upon the president. Any vice-president may sign, with
the secretary or an assistant secretary, certificates for shares of the
corporation; and shall perform such other duties as from time to time be
assigned to him by the president or the board of directors.
Section 8. SECRETARY. The secretary shall: (a) keep the minutes of the
shareholders' and of the board of director's meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the corporation and see that the seal
of the corporation is affixed to all documents, the execution of which on behalf
of the corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
secretary by such shareholder; (e) sign with the president, or a vice-president,
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the board of directors; (f) have general charge
of the stock transfer books of the corporation; and (g) in general perform all
duties incident to the office of the secretary and such other duties as from
time to time may be assigned to him by the president or by the board of
directors.
-5-
6
Section 9. TREASURER. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the board of directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article V
of these bylaws; and (b) in general perform all the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the board of directors.
Section 10. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
assistant secretaries, when authorized by the board of directors, may sign with
the president or a vice-president certificates for shares of the corporation,
the issuance of which shall have been authorized by a resolution of the board of
directors. The assistant treasurers shall respectively, if required by the board
of directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the secretary or the treasurer, respectively, or by
the president or the board of directors.
Section 11. SALARIES. The salaries of the officers shall be fixed from
time to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V. CONTRACT, LOANS, CHECKS AND DEPOSITS
Section 1. CONTRACTS. The board of directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
Section 2. LOANS. No loans shall be contracted on behalf of the
corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts and other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
Section 4. DEPOSITS. All funds of the corporation not otherwise employed
shall be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the board of directors may
select.
-6-
7
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. CERTIFICATES FOR SHARE. Certificates representing shares of
the corporation shall be in such form as shall be determined by the board of
directors. Such certificates shall be signed by the president or a
vice-president and by the secretary or an assistant secretary or facsimile
signatures of said officers shall be affixed to such certificates. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor on such terms and indemnity to the
corporation as the board of directors may prescribe.
Section 2. TRANSFER OF SHARES. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the corporation shall be deemed by
the corporation to be the owner thereof for all purposes.
ARTICLE VII. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Each director and officer of the corporation now or hereafter in office
and his heirs, executors and administrators, and each director and officer of
the corporation and his heirs, executors and administrators who now acts, or
shall hereafter act at the request of the corporation as director or officer of
another company controlled by the corporation, shall be indemnified by the
corporation against all costs, expenses and amounts or liability therefor,
including counsel fees, reasonably incurred by or imposed upon him in connection
with or resulting from any action, suit, proceeding or claim to which he may be
made a party, or in which he may be or become involved by reason of his acts of
omission or commission, or alleged acts of commission as such director or
officer, or subject to the provisions hereof, any settlement thereof, whether or
not he continues to be such director or officer at the time of incurring such
costs, expenses or amounts, and whether or not the action or omission to act on
the part of such director or officer, which is the basis of such suit, action,
proceeding or claim, occurred before or after the adoption of this bylaw,
provided that such indemnification shall not apply with respect to any matter as
to which such director or officer shall be finally adjudged in such action, suit
or proceeding to have been individually guilty of willful misfeasance or
malfeasance in the performance of his duty as such director or officer, and
provided, further, that the indemnification herein provided shall, with respect
to any settlement of any such suit,
-7-
8
action, proceeding or claim, include reimbursement of any amounts paid and
expenses reasonably incurred in settling any such suit, action, proceeding or
claim, when, in the judgment of the board of directors of the corporation, such
settlement and reimbursement appear to be for the best interests of the
corporation. The foregoing right of indemnification shall be in addition to and
not exclusive of any and all other rights as to which any such director or
officer may be entitled under any bylaw, agreement, vote of shareholders or
otherwise.
ARTICLE VIII. SEAL
The seal, the impression of which appears in the margin opposite this
article, is hereby adopted as the official seal of the corporation.
ARTICLE IX. AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by the board of directors at any regular or special meeting of the board
of directors.
-8-