BYLAWS
OF
LEHIGH CONSUMER PRODUCTS CORPORATION
(A Pennsylvania Business Corporation)
ARTICLE 1. MEETINGS OF SHAREHOLDERS
Section 1.01. Place of Meeting. Meetings of shareholders of the Corporation
shall be held at such place, within the Commonwealth of Pennsylvania or
elsewhere, as may be fixed from time to time by the Board of Directors. If no
place is so fixed for a meeting, it shall be held at the Corporation's then
principal executive office.
Section 1.02. Annual Meeting. There shall be an annual meeting of
shareholders, unless the Board of Directors shall fix some other hour or date
therefor, at Ten o'clock a.m. on the first Tuesday in April in each year, if not
a legal holiday under the laws of Pennsylvania, and, if a legal holiday, then on
the next succeeding secular day not a legal holiday under the laws of
Pennsylvania, at which the shareholders shall elect by plurality vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.
Section 1.03. Special Meetings. Special meetings of the shareholders may be
called at any time by the Board of Directors, by shareholders entitled to cast
at least 20% of the votes that all shareholders are entitled to cast at the
particular meeting, or by the President, Treasurer or Secretary of the
Corporation.
Section 1.04. Notice of Meetings. Except as otherwise provided in Section
1707 of the Pennsylvania Business Corporation Law of 1988, as amended, written
notice of every meeting of shareholders shall be given in any manner permitted
by law by or at the direction of the Secretary or such other person as is
authorized by the Board of Directors to each shareholder of record entitled to
receipt thereof, at least five days prior to the day named for the meeting,
unless a greater period of notice is required by law in a particular case.
Section 1.05. Organization. At every meeting of the shareholders, the
President, or in his absence, a chairman chosen by the shareholders, shall act
as chairman; and the Secretary, or in his absence, a person appointed by the
chairman, shall act as secretary.
Section 1.06. Voting. Except as otherwise specified herein or in the
Articles or required by law, whenever any corporate action is to be taken by
vote of shareholders, it shall be authorized by a majority of the votes cast by
all shareholders entitled to vote thereon and, if any shareholders are entitled
to vote thereon as a class, upon receiving a majority of the votes cast by the
shareholders entitled to vote as a class. In each election of directors, the
candidates receiving the highest number of votes, up to the number of directors
to be elected in such election, shall be elected.
Section 1.07. Partial Consent. Unless the Corporation is a registered
corporation as defined in the Pennsylvania Business Corporation Law of 1988, as
amended, and the Articles do not expressly permit action by partial consent as
provided in this Section 1.07, any action required or permitted to be taken at a
meeting of the shareholders or of a class of shareholders may be taken without a
meeting upon the written consent of shareholders who would have been entitled to
cast the minimum number of votes that would be necessary to authorize the action
at a meeting at which all shareholders entitled to vote thereon were present and
voting. The consents shall be filed with the Secretary of the Corporation. The
action shall not become effective until after at least ten (10) days' written
notice of the action has been given to each shareholder entitled to vote thereon
who has not consented thereto.
ARTICLE 2. DIRECTORS
Section 2.01. Number and Term of Office. The number of directors of the
Corporation shall be designated from time to time by resolution of the Board of
Directors and initially shall be one. Each director shall be elected for the
term of one year and shall serve until his successor is elected and qualified or
until his earlier death, resignation or removal.
Section 2.02. Resignations. Any director may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary. The
resignation shall be effective upon receipt thereof or at such subsequent time
as may be specified in the notice of resignation. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 2.03. Annual Meeting. Immediately after each annual election of
directors, the Board of Directors shall meet for the purpose of organization,
election of officers, and the transaction of other business, at the place where
such election of directors was held. Notice of such meeting need not be given.
In the absence of a quorum at said meeting, the same may be held at any other
time and place specified in a notice given as hereinafter provided for special
meetings of the Board of Directors.
Section 2.04. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such time and place as may be designated from time to time by
the Board of Directors. Notice of such meetings need not be given. If the date
fixed for any such regular meeting is a legal holiday under the laws of the
State where such meeting is to be held, then the same shall be held on the next
succeeding secular day not a legal holiday under the laws of said State, or at
such other time as may be determined by resolution of the Board of Directors. At
such meetings the Board of Directors may transact such business as may be
brought before the meeting.
Section 2.05. Special Meetings. Special meetings of the Board of Directors
may be called by the President or the Chairman of the Board, and shall be called
by the President or the Chairman of the Board, and shall be held at such time
and place as may be designated in the notice of the meeting. Such notice shall
be given by or at the direction of the person or persons authorized to call such
meeting to each director at least two days prior to the day named for the
meeting.
2
Section 2.06. Organization. Every meeting of the Board of Directors shall
be presided over by the Chairman Board, if one has been selected and is present,
and, if not, the President, or in the absence of the Chairman of the Board and
the President, a chairman chosen by a majority of the directors present. The
Secretary, or in his absence, a person appointed by the chairman, shall act as
secretary.
Section 2.07. Compensation. The Board of Directors shall have the authority
to fix the compensation of directors for their services as directors and a
director may be a salaried officer of the Corporation.
ARTICLE 3. COMMITTEES
Section 3.01. The Board of Directors may establish one or more committees
to consist of one or more directors of the Corporation. Any committee, to the
extent provided by the Board of Directors, shall have and may exercise all of
the powers and authority of the Board of Directors except that a committee shall
not have any power or authority as to the following: (i) the submission to
shareholders of any action requiring approval of shareholders under the
Pennsylvania Business Corporation Law of 1988, as amended; (ii) the creation or
filling of vacancies in the Board of Directors; (iii) the adoption, amendment or
repeal of the bylaws; (iv) the amendment or repeal of any resolution of the
Board that by its terms is amendable or repealable only by the Board; or (v)
action on matters committed by the bylaws or resolution of the Board of
Directors to another committee of the Board.
ARTICLE 4. OFFICERS
Section 4.01. Number. The officers of the Corporation shall be a President,
a Secretary and a Treasurer, and may include a Chairman of the Board and one or
more Vice Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers as the Board of Directors may authorize from
time to time.
Section 4.02. Qualifications. The President and Secretary shall be natural
persons of full age. The Treasurer may be a corporation, but if a natural person
shall be of full age.
Section 4.03. Election and Term of Office. The officers of the Corporation
shall be elected or appointed by the Board of Directors and each shall serve at
the pleasure of the Board of Directors.
Section 4.04. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary. The
resignation shall be effective upon receipt thereof or at such subsequent time
as may be specified in the notice of resignation. Unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 4.05. Chairman of the Board. If there is a Chairman of the Board,
he shall preside at the meetings of the Board of Directors. Such Chairman shall
also perform such other duties as may be specified by the Board of Directors
from time to time and as do not conflict with the duties of the President.
3
Section 4.06. The President. The President shall be the chief executive
officer of the Corporation and shall have general supervision over the business
and operations of the Corporation, subject, however, to the control of the Board
of Directors. He shall execute and deliver, in the name and on behalf of the
Corporation, deeds, mortgages, bonds, agreements and other instruments
authorized by the Board, except in cases where the signing and execution thereof
is expressly delegated by the Board to some other officer or agent of the
Corporation; and, in general, he shall perform all duties incident to the office
of President, and such other duties as may be specified by the Board of
Directors from time to time.
Section 4.07. The Vice Presidents. In the absence or disability of the
President or when so directed by the President, any Vice President may perform
all 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; provided,
however, that no Vice President shall act as a member of or as chairman of any
committee of the Board of Directors of which the President is a member or
chairman by designation or ex-officio, unless such Vice President is a member of
the Board of Directors and has been designated expressly by the Board of
Directors as the alternate to the President for purposes of service on such
committee. The Vice Presidents shall perform such other duties as from time to
time may be assigned to them respectively by the Board of Directors or the
President.
Section 4.08. The Secretary. The Secretary shall record all the votes of
the shareholders and of the directors and the minutes of the meetings of the
shareholders and of the Board of Directors in a book or books to be kept for
that purpose and shall see that notices of meetings of the Board and
shareholders are given; he shall be the custodian of the seal of the Corporation
and shall see that it is affixed to all documents to be executed on behalf of
the Corporation under its seal; and, in general, he shall perform all duties
incident to the office of Secretary, and such other duties as may from time to
time be assigned to him by the Board of Directors or the President.
Section 4.09. Assistant Secretaries. In the absence or disability of the
Secretary or when so directed by the Secretary, any Assistant Secretary may
perform all the duties of the Secretary, and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them respectively by the Board of Directors, the President, or
the Secretary.
Section 4.10. The Treasurer. The Treasurer shall have charge of all
receipts and disbursements of the Corporation and shall have or provide for the
custody of its funds and securities. Unless the Board of Directors determines
otherwise, the Treasurer shall have full authority to invest such funds and
securities; to receive and give receipts for all money due and payable to the
Corporation and to endorse checks, drafts, and warrants in its name and on its
behalf and to give full discharge for the same. The Treasurer shall deposit the
funds of the Corporation, except such as may be invested or required for current
use, in such banks or other places of deposit as the Board of Directors may from
time to time designate; and, in general, he shall perform all duties incident to
the office of Treasurer and such other duties as may from time to time be
assigned to him by the Board of Directors or the President.
4
Section 4.11. Assistant Treasurers. In the absence or disability of the
Treasurer or when so directed by the Treasurer, any Assistant Treasurer may
perform all the duties of the Treasurer, and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Treasurer. The
Assistant Treasurers shall perform such other duties as from time to time may be
assigned to them respectively by the Board of Directors, the President or the
Treasurer.
ARTICLE 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 5.01. Indemnification. The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or proceeding, including actions by or in the right
of the Corporation, whether civil, criminal, administrative or investigative, by
reason of the fact that such person is or was a director or officer of the
Corporation, or is or was serving while a director or officer of the Corporation
at the request of the Corporation as a director, officer, employee, agent,
fiduciary or other representative of another corporation for profit or
not-for-profit, partnership, joint venture, trust, employee benefit plan or
other enterprise, against expenses (including attorneys' fees), judgments,
fines, excise taxes and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action or proceeding unless the
act or failure to act giving rise to the claim for indemnification is determined
by a court to have constituted willful misconduct or recklessness.
Section 5.02. Advancement of Expenses. Expenses (including attorneys fees)
incurred by an officer or director of the Corporation in defending any action or
proceeding referred to in Section 5.01 shall be paid by the Corporation in
advance of the final disposition of such action or proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified by
the Corporation.
Section 5.03. Other Rights. The indemnification and advancement of expenses
provided by or pursuant to this Article shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under the Corporation's Articles of Incorporation, any insurance
or other agreement, vote of shareholders or directors or otherwise, both as to
actions in their official capacity and as to actions in another capacity while
holding an office, and shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such person.
Section 5.04. Security Fund; Indemnity Agreements. By resolution of the
Board of Directors (notwithstanding their interest in the transaction) the
Corporation may create and fund a trust fund or fund of any nature, and may
enter into agreements with its directors, officers, employees and agents for the
purpose of securing or insuring in any manner its obligation to indemnify or
advance expenses provided for or authorized in this Article or the Business
Corporation Law of 1988.
Section 5.05. Modification. The duties of the Corporation to indemnify and
to advance expenses to a director or officer provided in this Article shall be
in the nature of a
5
contract between the Corporation and each such director or officer, and no
amendment or repeal of any provision of this Article, and no amendment or
termination of any trust or other fund created pursuant to Section 5.04, shall
alter, to the detriment of such director or officer, the right of such person to
the advance of expenses or indemnification related to a claim based on an act or
failure to act which took place prior to such amendment, repeal or termination.
ARTICLE 6. BORROWING, DEPOSITS, PROXIES, ETC.
Section 6.01. Borrowing, etc. No officer, agent or employee of the
Corporation shall have any power or authority to borrow money on its behalf, to
pledge its credit, or to mortgage or pledge its real or personal property,
except within the scope and to the extent of the authority delegated by the
Board of Directors. Authority may be given by the Board of Directors for any of
the above purposes and may be general or limited to specific instances.
Section 6.02. Deposits and Investments. All funds of the Corporation shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies, or other depositaries, or invested in such manner, as may be
authorized by these bylaws or by the Board of Directors and all such funds shall
be withdrawn only upon checks or in accordance with written instructions signed
by, and all such investments shall only be disposed of by, the President, the
Treasurer and such other officers or employees as the Board of Directors may
from time to time determine.
Section 6.03. Proxies. Unless otherwise ordered by the Board of Directors,
any officer of the Corporation may appoint an attorney, or attorneys (who may be
or include such officer himself), in the name and on behalf of the Corporation,
to cast the votes which the Corporation may be entitled to cast as a shareholder
or otherwise in any other corporation any of whose shares or other securities
are held by or for the Corporation, at meetings of the holders of the shares or
other securities of such other corporation, or, in connection with the ownership
of such shares or other securities, to consent in writing to any action by such
other corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed in the name and on behalf of the Corporation and under its seal such
written proxies or other instruments as he may deem necessary or proper in the
premises.
Section 6.04. Use of Conference Telephone Equipment. Unless the Board of
Directors determines otherwise in a particular case, one or more persons may
participate in any meeting of the Board of Directors or the shareholders by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other; however, the
use of such equipment is not a matter of right for any person. Authorized
participating in a meeting by means of such equipment shall constitute presence
in person at such meeting.
ARTICLE 7. SHARE CERTIFICATES; TRANSFER
Section 7.01. Share Certificates. Share certificates, in the form
prescribed by the Board of Directors, shall be signed by the President or a Vice
President and by the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer of the Corporation, but such
6
signatures may be facsimiles, engraved or printed. In case any officer who has
signed, or whose facsimile signature has been placed upon any share certificate
shall have ceased to be such officer because of death, resignation, or
otherwise, before the certificate is issued, it may be issued by the Corporation
with the same effect as if the officer had not ceased to be such at the date of
its issue.
Section 7.02. Transfer of Shares. The Corporation or a Registrar or
Transfer Agent of the Corporation shall maintain books in which the ownership
and transfer of the Corporation's shares shall be definitely registered.
Transfer of share certificates and the shares represented thereby shall be made
only on the books of the Corporation by the owner thereof or by his attorney
thereunto authorized, by a power of attorney duly executed and filed with the
Secretary or a Transfer Agent of the Corporation and on surrender of the share
certificates.
Section 7.03. Intentionally Deleted.
Section 7.04. Transfer Agent and Registrar; Regulations. The Corporation
may, if and whenever the Board of Directors so determines, maintain, in the
Commonwealth of Pennsylvania or any other state of the United States, one or
more transfer offices or agencies, each in charge of a Transfer Agent designated
by the Board of Directors, where the shares of the Corporation shall be
transferable, and also one or more registry offices, each in charge of a
Registrar (which may also be a Transfer Agent) designated by the Board, where
such shares shall be registered. The Board may also make such additional rules
and regulations as it may deem expedient concerning the issue, transfer and
registration of its shares.
Section 7.05. Lost, Destroyed and Mutilated Certificates. The Board of
Directors, by standing resolution or by resolutions with respect to particular
cases, may authorize the issue of new share certificates in lieu of share
certificates lost, destroyed or mutilated, upon such terms and conditions as the
Board may direct.
ARTICLE 8. AMENDMENTS
Section 8.01. Except as otherwise provided by Section 5.05 of these bylaws,
these bylaws may be amended or repealed, or new bylaws may be adopted, either
(i) by vote of the shareholders at any duly organized annual or special meeting
of shareholders, or (ii) with respect to those matters that are not by statute
committed exclusively to the shareholders and regardless of whether the
shareholders have previously adopted or approved the bylaw being amended or
repealed, by the Board of Directors. Any change in these bylaws shall take
effect when adopted unless otherwise provided in the resolution effecting the
change. No provision of these bylaws shall vest any property right in any
shareholder as such.