Exhibit 3.18
SPD ELECTRICAL SYSTEMS, INC.
BYLAWS
SECTION 1. STOCKHOLDER MEETINGS
1.01 Place of Meeting. Meetings of stockholders of the Corporation
shall be held at such place within or without the State of Delaware as the Board
of Directors may determine.
1.02. Annual Meetings. An annual meeting of the stockholders of the
Corporation shall be held on such date and at such place and hour, as the Board
of Directors may fix, for the election of directors and such other business as
may properly come before an annual meeting of stockholders.
1.03 Special Meetings. Special meetings of the stockholders of the
Corporation may be called by the Board of Directors, the Chairman of the Board
(if any), the President or by the holders of a majority of the shares entitled
to vote at any such meeting.
1.04 Notice of Meetings. Written notice of each meeting of
stockholders shall be given to each stockholder entitled to vote at the meeting
no less than ten nor more than 60 days prior to the date of the meeting. Such
notice shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is
called. Such written notice shall be given by United States mail, postage
prepaid, or by hand delivery, telex, or electronic transmission which provides a
written copy to the recipient and for which a written receipt or confirmation is
given to the sender, to the stockholder at his address as it appears on the
records of the Corporation.
1.05 Quorum and Required Vote. No action other than adjournment
shall be taken at a meeting of stockholders unless a quorum is present. The
presence in person or by proxy of the holders of a majority of shares entitled
to vote at the meeting shall constitute a quorum. Unless a greater vote is
required by law or these Bylaws with respect to a particular matter, action may
be taken upon receiving the affirmative vote of the holders of a majority of the
shares present and voting at a meeting at which a quorum is present.
1.06 Action by Written Consent. Any action required or permitted to
be taken at any annual or special meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of such action
shall be given to those stockholders who have not consented in writing.
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SECTION 2. DIRECTORS AND DIRECTORS MEETINGS
2.01 Management of the Corporation. The business and affairs of the
Corporation shall be managed by and under the direction of the Board of
Directors.
2.02 Number of Directors; Election. The number of directors of the
Corporation shall initially be one and thereafter as the Board of Directors may
determine from time to time, but shall not be less than three nor more than
nine. Directors shall be elected at the annual meeting of stockholders, except
that if a vacancy shall occur in the Board of Directors by reason of
resignation, an increase in the number of directors or otherwise, the remaining
Directors, although less than a quorum, may appoint a person to fill such
vacancy. Each Director shall serve until the next annual meeting of stockholders
and until his successor is duly elected.
2.03 Meetings of the Board of Directors. The Board of Directors may
hold meetings within or without the State of Delaware. An annual meeting of the
Board of Directors for the purpose of electing officers of the Corporation and
conducting any other business which may properly come before the meeting shall
be held as promptly as practicable following the annual meeting of stockholders
of the Corporation. The Board of Directors may establish a schedule of regular
meetings, setting forth the dates, times and places thereof. Whether or not the
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Board adopts such a schedule of regular meetings, special meetings of the Board
of Directors may be called by the Chairman of the Board, if any, by the
President or by a majority of the Board of Directors.
2.04 Notice of Meetings. Notice of the annual meeting or of any
regularly-scheduled meeting of the Board of Directors shall not be required.
Notice of each special meeting of the Board of Directors shall be in writing and
shall be given to each director not less than three days prior to the date of
the meeting. Any such notice shall be deemed to have been given one business day
after it is placed in the United States mail, postage prepaid, addressed to each
Director at his address as shown on the records of the Corporation, or
immediately upon personal delivery thereof or transmission thereof by telegram,
radiogram, telex, telecopier, or other means of instantaneous delivery which
provides a written copy to the recipient.
2.05 Quorum and Required Vote. No action other than adjournment
shall be taken at a meeting of the Board of Directors unless a quorum is
present. A majority of the Directors in office shall constitute a quorum. Unless
a greater vote is required by law or by these Bylaws with respect to a
particular matter, action may be taken upon receiving the affirmative vote of a
majority of the Directors present at a meeting at which a quorum is present.
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2.06 Participation in Meetings. One or more Directors may
participate in a meeting of the Board of Directors or of a committee of the
Board of Directors by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and any Director so participating shall be considered present at the
meeting for all purposes.
2.07 Unanimous Written Consent. Any action required or permitted to
be taken at a meeting of the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board of Directors or the
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors or
committee.
2.08 Compensation of Directors. The Board of Directors may fix the
compensation, if any, of Directors. The reasonable expenses incurred by the
Directors of the Corporation to attend Board meetings shall be reimbursed by the
Corporation.
2.09 Chairman of the Board of Directors. The President of the
Corporation, if he is a director, shall serve as Chairman of the Board of
Directors, unless the Board of Directors elects another person to act as
Chairman of the Board. The Chairman of the Board, if so elected, shall serve as
chairman of all meetings of the Board of Directors at which he is present and
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at all meetings of stockholders at which he is present and, in his absence, the
President or other person designated by the Board of Directors shall serve as
chairman of the meeting. The Chairman of the Board shall have such other duties
as may, from time to time, be assigned to him by the Board of Directors.
SECTION 3. COMMITTEES
3.01 Executive Committee. The Board of Directors shall have the
power to elect from the Directors an Executive Committee of two or more members.
Unless otherwise directed by the Board of Directors, each elected member of the
Executive Committee shall continue to be a member thereof until the expiration
of his term of office as a Director. The Board of Directors, by majority vote of
all Directors, shall fill vacancies in the Executive Committee, but during the
temporary absence of a member of the Executive Committee, the remaining members
of the Committee may appoint a member of the Board of Directors to act in his
place. The Executive Committee may fix its own rules of proceeding, and shall
meet at such times, in such places, and upon such notice as may be provided by
such rules or by resolution of the Board of Directors. The presence of a
majority of the members of the Executive Committee shall constitute a quorum for
the transaction of business. The affirmative vote of a majority of the members
of the Committee present at a meeting shall be necessary for the adoption of any
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resolution. The Executive Committee shall have such powers, authority and duties
as may properly be assigned to it by the Board of Directors. Unless the Board of
Directors otherwise directs, during the intervals between the meetings of the
Board of Directors, the Executive Committee shall possess and may exercise all
of the powers of the Board of Directors in the management of the business and
affairs of the Corporation, except the power to declare dividends, issue stock
or to approve and recommend to stockholders any action requiring stockholder
approval. The Executive Committee shall exercise such powers in a manner which
it shall deem in the best interests of the Corporation in all cases in which
specific directions shall not have been given by the Board of Directors. All
actions by the Executive Committee shall be reported to the Board of Directors
at its meeting next succeeding such action.
3.02 Other Committees. The Board of Directors may designate one or
more additional committees consisting of one or more Directors which shall have
such powers, authority and duties as may properly be assigned to them by the
Board of Directors. A majority of all Directors shall fill any vacancies
existing in any such committees, but during the temporary absence of any member
of any such committee, the remaining members of the committee may appoint a
member of the Board of Directors to act in his place. Any such committee
appointed by the Board of Directors may fix its own rules of proceedings and
shall meet at
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such time and place and upon such notice as may be provided by such rules or by
resolution of the Board of Directors. All actions by any such committee shall be
reported to the Board of Directors at its meeting next succeeding such action.
SECTION 4. OFFICERS
4.01 Officers. The officers of the Corporation shall be a President,
one or more Vice-Presidents, a Secretary, a Treasurer or Chief Financial
Officer and such other officers as the Board of Directors may from time to time
determine. Officers shall be elected at each annual meeting of the Board of
Directors and shall serve at the pleasure of the Board of Directors. The failure
to hold an annual meeting of Directors as set forth in these Bylaws shall not
invalidate any action taken by an officer of the Corporation who has been duly
elected and not replaced by the Board of Directors.
4.02 The President. The President shall be the chief executive
officer of the Corporation, shall preside at all meetings of the stockholders
and the Board of Directors, shall have general and active management of the
business of the Corporation and shall be responsible for the carrying out of the
orders and resolutions of the Board of Directors.
4.03 The Vice-President or Vice-Presidents. In the absence of
the President or in the event of his inability or
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refusal to act, the Vice-President can in the event there be more than one
Vice-President, the Vice-Presidents in the order designated by the Directors,
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. The
Vice-Presidents shall perform such other duties and have such powers as the
Board of Directors or the President may from time to time prescribe.
4.04 The Secretary and Assistant Secretaries. The Secretary shall
attend all meetings of the Board of Directors and all meetings of the
stockholders, shall record all the proceedings of the meetings of the
stockholders and of the Board of Directors in a book to be kept for that
purpose, and shall perform like duties for any committee when required. He shall
give, or cause to be given, notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or President, under whose
supervision he shall be. He shall have custody of the corporate seal of the
Corporation and he, or an Assistant Secretary, shall have authority to affix the
same to any instrument requiring it. When so affixed, the corporate seal may be
attested by his signature or by the signature of such Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal
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of the Corporation and to attest the affixing by his signature. The Assistant
Secretary, or if there be more than one, the Assistant Secretaries in the order
determined by the Board of Directors (or if there be no such determination, then
in the order of their election) shall, in the absence of the Secretary or in the
event of his inability or refusal to act, perform the duties and exercise the
powers of the Secretary and shall perform such other duties and have such other
powers as the Board of Directors or the President may from time to time
prescribe.
SECTION 5. INDEMNIFICATION
5.01 General Right to Indemnification. Every person who was or is a
party or is threatened to be made a carry to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, including any action, suit or proceeding by or in the right of
the Corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the authorization, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including in
any capacity with respect to an employee benefit plan, shall be indemnified by
the Corporation against any and all liability, expenses (including attorney's
fees), judgments and losses actually and reasonably incurred by him in
connection with any such action, suit or proceeding to
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the fullest extent permitted by the Delaware General Corporation Law, as the
same exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than permitted by such law prior to such
amendment). Such indemnification shall continue as to a person who has ceased to
be a director, officer, employee or agent of the Corporation and shall inure to
the benefit of his heirs, executors and administrators.
5.02 Advance of Expenses. The Corporation shall have the right, but
not the obligation, to pay expenses incurred by any Director or officer of the
Corporation in defending a civil or criminal action, suit or proceeding in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Section 5. Such expenses
incurred by other employees and agents may also be so paid upon such terms and
conditions, as the Board of Directors deems appropriate.
5.03 Non-Exclusivity. The right to indemnification and payment of
expenses provided in Section 5 shall not be deemed to be exclusive of any other
rights to which the person seeking indemnification or payment of expenses may be
entitled under
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these Bylaws or any agreement by or with the Corporation, by vote of
stockholders or disinterested directors of the Corporation, or otherwise.
5.04 Joint Indemnification. The amounts to be paid for or on behalf
of any person by the Corporation as indemnification under these bylaws or
applicable law with respect to any matter shall be reduced by the amount such
person is entitled to receive as indemnification for the same matter from any
other source.
5.05 Insurance. The Corporation may, at its own expense, maintain
insurance to protect itself and any Director, officer, employee or agent of the
Corporation, or another corporation, partnership, joint venture, trust or other
enterprise against any liability, expense, judgment or loss, whether or not the
Corporation would have the power to indemnify such person against such
liability, expense, judgment, fine or loss under the Delaware General
Corporation Law.
SECTION 6. EMERGENCY ACTION
6.01 General. Notwithstanding any other provision of these bylaws,
in the event of an emergency resulting from war, military attack, nuclear or
other atomic disaster or any other major catastrophe, including precipitous
change of government in the nation, state or similar political entity in which a
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stockholder or Director is then present, or if such person shall become
physically or mentally incapacitated or shall disappear, as a result of which a
quorum of stockholders or directors cannot be readily convened or communicated
with, for the purposes of action believed to be necessary or desired by a
majority of the remaining stockholders or directors:
(a) A meeting of the stockholders or directors may be called
by any member thereof in the manner otherwise provided for in these Bylaws;
(b) The stockholders or directors, as the case may be, who are
not rendered unavailable as aforesaid shall be deemed to be the entirety of the
body of stockholders or of the Board of Directors for all purposes, and their
actions, if otherwise in conformity with these Bylaws and applicable law, shall
be as valid and effective as if taken with the participation and assent of the
persons so rendered unavailable.
The minutes of every emergency meeting held, and every written
consent executed, under authority of this Section 6 shall be distributed to the
missing person or persons as promptly as practicable. In no event shall any
action be taken under this Section 6 by less than two of the stockholders or two
of the Directors.
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SECTION 7. SHARES AND CERTIFICATES
7.01 Certificates for Shares. The shares of the Corporation shall be
represented by certificates signed by the President and the Secretary or
Assistant Secretary and sealed with the corporate seal, which may be a
facsimile. If such certificate is signed by a transfer agent or registrar, the
signature of any corporate officer upon such certificate may be a facsimile. The
signature of any corporate officers upon a certificate shall not be invalidated
by his subsequent death or resignation.
7.02 Transfers of Stock. Transfers of share certificates and the
shares represented thereby shall be made only on the books of the Corporation at
the direction of the owner thereof or of his attorney authorized by a power of
attorney duly executed and filed with the Secretary or transfer agent of the
Corporation, and only on surrender of the share certificate or certificates.
7.03 Lost, Destroyed and Mutilated Certificates. In case of
mutilation of a share certificate the holder thereof may obtain a new
certificate from the Corporation or transfer agent upon surrender of the
mutilated certificate. In case of loss or destruction of a certificate, the
holder thereof may obtain a new certificate from the Corporation or a transfer
agent upon satisfactory proof of such loss or destruction and after deposit
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of a bond in such form and amount and with such surety or sureties as the Board
of Directors may determine.
SECTION 8. OFFICES
8.01 Location. The Corporation may have such offices and keep its
books and records at such places within or without the State of Delaware, as the
Board of Directors may from time to time determine.
SECTION 9. AMENDMENTS
11.01 Power to Amend Bylaws. These Bylaws may be amended or repealed
in whole or in part and new Bylaws may be adopted by the Board of Directors at
any regular or special meeting or by the stockholders at a regular or special
stockholders' meeting.
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