Amended and Restated TriMas By-laws
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ARTICLE 1
OFFICES
SECTION 1. Registered Office. The registered office of "TRIMAS
CORPORATION", a Delaware Corporation (the "Corporation"), shall be in the City
of Wilmington, County of New Castle, State of Delaware.
SECTION 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Delaware as the Board
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. Place and Date of Annual Meeting Notice. The annual meeting
of the stockholders of the corporation shall be such place, within or without
the State of Delaware at such time and on such day as may be determined by the
Board of Directors and as such shall be designated in the notice of said
meeting, for the purpose of electing directors and for the transaction of such
other business as may properly be brought before the meeting. If for any reason
the annual meeting shall not be held during the period designated herein, the
Board of Directors shall cause the annual meeting to be held as soon thereafter
as may be convenient.
SECTION 2. Special Meetings; Notice. Special meetings of the
stockholders for any purpose or purposes, unless otherwise prescribed by statute
or by the Certificate of Incorporation, may be held at any place, within or
without the State of Delaware, and may be called only by the Board of Directors.
Such request shall state the purpose or purposes of the meeting. Written notice
of a special meeting stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called, shall be given not less
than ten nor more than thirty days before the date of the meeting, to each
stockholder entitled to vote at such meeting. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
SECTION 3. Quorum. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, represented in person or by proxy,
shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If a quorum is present or represented, the
affirmative vote of a majority of the shares of stock present or represented at
the meeting shall be the act of the stockholders unless the vote of a greater
number of shares of stock is required by law or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders present in person or
represented by proxy shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such
adjourned meeting, at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
SECTION 4. Voting. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer Period.
ARTICLE III
DIRECTORS
SECTION 1. Number, Election, Term. At any time and from time to time,
the number of directors which shall constitute the whole Board may be increased
to not more than twelve or decreased to not less than one, by resolution of the
Board of Directors or stockholders. The number shall initially be fixed by the
incorporator and thereafter, any change in the number of directorships must be
authorized by a majority of the whole Board or stockholders as constituted
immediately prior to such change. The directors shall be elected annually at the
annual meeting of the stockholders and each director elected shall hold office
until the next annual meeting of stockholders and until his successor is elected
and qualified or UNTIL his earlier death or resignation. Directors need not be
stockholders.
SECTION 2. Vacancies. Any vacancies and newly created directorships may
be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify unless
sooner displaced. Any vacancy may be filled by the stockholders.
SECTION 3. Powers. The business of the Corporation shall be managed by
or under the direction of its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these by-laws directed or
required to be exercised or done by the stockholders.
SECTION 4. First Meeting. The first meeting of each newly elected Board
of Directors shall be held at such time and place as shall be announced at the
annual meeting of stockholders and no other notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or in the event such meeting is not
held at the time and place so fixed by the stockholders, the meeting may be held
at such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors, or as shall be
specified in a written waiver signed by all of the directors.
SECTION 5. Regular Meetings. Regular meetings of the Board of Directors
may be held upon such notice, or without notice, and at such time and at such
place as shall from time to time be determined by the Board.
SECTION 6. Special Meetings. Special meetings of the Board of Directors
may be called by the president either personally or by mail or by telegram.
Special meetings shall be called by the president or secretary in like manner on
the written request of two directors.
SECTION 7. Waiver. Attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends
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 waiver of notice of such
meeting.
SECTION 8. Quorum. At all meetings of the Board of Directors a majority
of the total number of directors then constituting the whole Board shall
constitute a quorum for the transaction of business, 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 specifically provided
by statute or by the Certificate of incorporation or by these by-laws. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
SECTION 9. Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting, if prior to such action a written consent
thereto is signed by all members of the Board or of such committee, as the case
may be, and such written consent is filed with the minutes of proceedings of the
Board or committee.
SECTION 10. Telephonic Communications. Unless otherwise restricted by
the Certificate of Incorporation or these by-laws, members of the Board of
Directors or of any committee thereof may participate in a meeting of the Board
or any committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each and may take any action required or permitted to be taken at any such
meeting in this manner. Such participation shall constitute presence in person
at the meeting.
SECTION 11. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the Corporation, which,
to the extent provided in the resolution, shall have and may exercise the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it. Each committee shall have such
names, powers and duties as may be determined from time to time by resolution
adopted by the Board of Directors and shall
keep regular minutes of its meetings and report the same to the Board of
Directors when required.
SECTION 12. Removal of Directors. Unless otherwise restricted by the
Certificate of Incorporation or these by-laws, any director or the entire Board
of Directors may be removed, with or without cause, by the holders of a majority
of shares entitled to vote at an election of directors.
SECTION 13. Shareholders Agreement. This Article III is subject to the
provisions of that Shareholders Agreement dated as of June 6, 2002 by and among
TriMas Corporation and the shareholders party thereto to the extent such
Shareholders Agreement is operative.
ARTICLE IV
OFFICERS
SECTION 1. Election and Office. The officers of the Corporation shall
be chosen by the Board of Directors and shall consist of a president, vice
presidents, a treasurer, and a secretary. The Board of Directors may also
appoint such additional officers and agents as it shall deem necessary who shall
hold their offices for such terms and shall exercise such powers and perform
such duties as shall be determined by the Board. Any number of offices may be
held by the same person.
SECTION 2. Term, Powers and Duties. The term of office, powers and
duties of each officer shall be as specified by the Board of Directors.
SECTION 3. Removal and Vacancies. The officers of the Corporation shall
hold office until their successors are chosen and qualify. Any officer elected
or appointed by the Board of Directors may be removed at any time, with or
without cause, by the affirmative vote of a majority of the Board of Directors.
Any vacancy occurring in any office of the Corporation shall be filled by the
Board of Directors.
ARTICLE V
CAPITAL STOCK
SECTION 1. Certificates for Shares. Every owner of stock of the
Corporation shall be entitled to have a certificate or certificates in such form
as the Board of Directors shall prescribe certifying the number of shares of
stock owned by him, except as provided below. The certificates shall be signed
by hand or by facsimile in the name of the Corporation by such officer or
officers as the Board shall appoint. The Board of Directors may provide by
resolution that the stock of the Corporation shall be uncertificated shares.
Notwithstanding the adoption of such a resolution by the Board, every holder of
uncertificated shares shall, upon request, be entitled to receive a certificate,
signed by such officers, designated by the Corporation and complying with the
statute, representing the number of shares in registered certificate form. A
record shall be kept of the names of the persons owning any such stock, whether
certificated or uncertificated, and the number of shares owned by each such
person.
SECTION 2. Lost, Stolen or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates or uncertified shares to
be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of
an affidavit of fact by the person claiming the certificate of stock to be lost,
stolen or destroyed. When authorizing such issue of a new certificate or
certificates or uncertified shares, Board of Directors, in its discretion and as
a condition precedent to the issuance thereof, may prescribe such terms and
conditions as it deems adequate to protect the Corporation from any claim that
may be raised against it with respect to any such certificate or certificates or
uncertified shares alleged to have been lost, stolen or destroyed.
SECTION 3. Transfer of Shares. Upon surrender to the secretary of the
Corporation, or, if a transfer agent for the Corporation has been named by the
Board of Directors, to the transfer agent, of a certificate representing shares
duly endorsed or accompanied by proper evidence of succession, assignation or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon the books of the Corporation.
SECTION 4. Fixing Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of any
stock or for the purpose of any other lawful action, the Board of Directors may
fix, in advance, a record date, which shall not be more than sixty nor less than
ten days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
SECTION 5. Registered Stockholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
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, except as otherwise provided
by the laws of the State of Delaware.
SECTION 6. Signing Authority. Except as provided below, all contracts,
agreements, assignments, transfers, deeds, stock powers or other instruments of
the Corporation may be executed and delivered by the president or any
vice-president or by such other officer or officers, or agent or agents, of the
Corporation as shall be thereunto authorized from time to time either by the
Board of Directors or by power of attorney executed by any person pursuant to
authority granted by the Board of Directors, and the
secretary or any assistant secretary, may affix the seal of the Corporation
thereto and attest same. Certificates issued upon request to holders of
uncertificated stock shall be signed by (i) the president or any vice-president
and (ii) the secretary, or an assistant secretary.
ARTICLE VI
GENERAL PROVISIONS
SECTION 1. Dividends. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Certificate of incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock of the Corporation, subject to the provisions of the
Certificate of incorporation.
SECTION 2. Reserves. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves for such purpose as the directors shall think
conducive to the interests of the Corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.
SECTION 3. Notices. Whenever, under the provisions of statute, the
Certificate of Incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Whenever any notice is required to be given under the provisions of
statute, the Certificate of Incorporation or of 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.
SECTION 4. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
SECTION 5. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
SECTION 6. Seal. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
SECTION 7. Indemnification. The Corporation may indemnify its officers,
directors, employees and agents to the fullest extent permitted by the General
Corporation Law of Delaware.
SECTION 8. Amendments. These by-laws may be altered, amended or
repealed or new by-laws may be adopted (a) at any regular or special meeting of
stockholders at which a quorum is present or represented, by the affirmative
vote of a majority of the shares entitled to vote, provided notice of the
proposed alteration, amendment or repeal be contained in the notice of such
meeting; or (b) by the affirmative vote of a majority of the Board of Directors
at any regular or special meeting of the Board. The stockholders shall have
authority to alter, amend or repeal any by-laws adopted by the directors.