Exhibit 3.28
BY-LAWS
OF
SPD HOLDINGS, INC.
ARTICLE I
Shareholders' Meetings; Voting
Section 1.1. Annual Meetings. An annual meeting of shareholders
shall be held for the election of directors on the first Monday in May of each
year, if not a legal holiday, and, if a legal holiday, then on the next day not
a legal holiday, at 10:00 o'clock in the forenoon at such time and place either
within or without the State of Delaware as may be designated by the Board of
Directors from time to time. Any other proper business may be transacted at the
annual meeting.
Section 1.2. Special Meetings. Special meetings of shareholders may
be called at any time by the Chairman of the Board, the President, the Board of
Directors, or as provided in Section 2.2, to be held at such date, time and
place either within or without the State of Delaware as may be stated in the
notice of the meeting. A special meeting of shareholders shall be called by the
Secretary upon the written request, stating the purpose of the meeting, of
shareholders who together own of record at least ten percent (10%) of the
outstanding shares of stock entitled to vote at such meeting.
Section 1.3. Notice of Meetings. Whenever shareholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given which 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. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of the
meeting to each shareholder entitled to vote at such meeting. If mailed, such
notice shall be deemed to be given when deposited in the United States mail,
postage prepaid, directed to the shareholder at his address as it appears on the
records of the Corporation. The Corporation shall, at the written request of any
shareholder, cause such notice to such shareholder to be confirmed to such other
address and/or by such other means as such shareholder may reasonably request,
provided that if such written request is received after the date any such notice
is mailed, such request shall be elective for subsequent notices only.
Section 1.4. Adjournments. Any meeting of shareholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.
Section 1.5. Quorum. At each meeting of shareholders, except where
otherwise provided by law or the certificate of incorporation or these by-laws,
the holders of a majority of the outstanding shares of each class of stock
entitled to vote at the meeting, present in person or represented by proxy,
shall constitute a quorum. With respect to any matter on which shareholders vote
separately as a class, the holders of a majority of the outstanding shares of
such class shall constitute a quorum for a meeting with respect to such matter.
Two or more classes or series of stock shall be considered a single class for
purposes of determining existence of a quorum for any matter to be acted on if
the holders thereof are entitled or required to vote together as a single class
at the meeting on such matter. In the absence of a quorum the shareholders so
present may, by majority vote, adjourn the meeting from time to time in the
manner provided by Section 1.4 of these by-laws until a quorum shall attend.
Section 1.6. Organization. Meetings of shareholders shall be
presided over by the Chairman of the Board, or in his absence by the President,
or in his absence by a Vice President, or in the absence of the foregoing
persons by a chairman designated by the Board of Directors, or in the absence of
such designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.
Section 1.7. Voting; Proxies. Unless otherwise provided in the
certificate of incorporation, each shareholder entitled to vote at any meeting
of shareholders shall be entitled to one vote for each share of stock held by
him which has voting power upon the matter in question. Each shareholder
entitled to vote at a meeting of shareholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A shareholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the Corporation. Voting at meetings of
shareholders need not be by written ballot and need not be conducted by
inspectors unless the holders of a majority of the outstanding shares of any
class of stock entitled to vote thereon present in person or by proxy at such
meeting shall so determine. At all meetings of shareholders for the election of
directors, such election and all other elections and questions shall, unless
otherwise provided by law or by the certificate of incorporation or these
by-laws, be decided by the vote of the holders of a majority of the outstanding
shares of all classes of stock entitled to vote thereon present in person or by
proxy at the meeting, voting as a single class.
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Section 1.8. Fixing Date for Determination of Shareholders of
Record. In order that the Corporation may determine the shareholders entitled to
notice of or to vote at any meeting of shareholders 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 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. If no record date is fixed: (1) the
record date for determining shareholders entitled to notice of or to vote at a
meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining shareholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board is necessary, shall be the day on which the first written consent
is expressed; and (3) the record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board adopts
the resolution relating thereto. A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders shall apply to any
adjournment of the meeting; provided, however, that the Board may fix a new
record date for the adjourned meeting.
Section 1.9. List of Shareholders Entitled to Vote. The Secretary
shall prepare and make, at least ten days before every meeting of shareholders,
a complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each shareholder and the number
of shares registered in the name of each shareholder. Such list shall be open to
the examination of any shareholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof and may be inspected by any shareholder who is present.
Section 1.10. Consent of Shareholders in Lieu of Meeting. To the
extent provided by any statute at the time in force, whenever the vote of
shareholders at a meeting thereof is required or permitted to be taken for or in
connection with any corporate action, by any statute, by the certificate of
incorporation or by these by-laws, the meeting and prior notice thereof and vote
of shareholders may be dispensed with if 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 shall consent in writing to such corporate action without
a meeting by less than unanimous written consent and notice thereof shall be
given to those shareholders who have not consented in writing.
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ARTICLE II
Board of Directors
Section 2.1. Powers; Number; Qualifications. The business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors, except as may be otherwise provided by law or in the
certificate of incorporation. The number of Directors which shall constitute the
whole Board of Directors shall not be less than one (1) nor more than eight (8).
Within such limits, the number of directors may be fixed from time to time by
vote of the shareholders or of the Board of Directors, at any regular or special
meeting, subject to the provisions of the certificate of incorporation.
Section 2.2. Election; Term of Office; Resignation; Removal;
Vacancies; Special Elections. Except as otherwise provided in this Section 2.2,
the directors shall be elected annually at the annual meeting of the
shareholders. Each director (whenever elected) shall hold office until the
annual meeting of shareholders or any special meeting of shareholders called to
elect directors next succeeding his election and until his successor is elected
and qualified or until his earlier resignation or removal, except as provided in
the certificate of incorporation. Any director may resign at any time upon
written notice to the Board of Directors or to the Chairman of the Board or to
the President of the Corporation. Such resignation shall take effect at the time
specified therein, and unless otherwise specified therein no acceptance of such
resignation shall be necessary to make it effective. Any director may be removed
with or without cause at any time upon the affirmative vote of the holders of a
majority of the outstanding shares of stock of the Corporation entitled to vote
for the election of such director, given at a special meeting of such
shareholders called for the purpose. If any vacancies shall occur in the Board
of Directors, by reason of death, resignation, removal or otherwise, or if the
authorized number of directors shall be increased, the directors then in office
shall continue to act, and such vacancies may be filled by a majority of the
directors then in office, though less than a quorum; provided, however, that
whenever the holders of any class or classes of stock or series thereof are
entitled to elect one or more directors by the provisions of the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series shall be filled by a majority of the directors elected by such
class or classes or series thereof then in office though less than a quorum or
by a sole remaining director so elected. Any such vacancies or newly created
directorships may also be filled upon the affirmative vote of the holders of a
majority of the outstanding shares of stock of the Corporation entitled to vote
for the election of directors, given at a special meeting of the shareholders
called for the purpose.
Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware and
at such times as the Board may from time to time determine, and if so determined
notice thereof need not be given.
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Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, by the President or by
any two directors. Reasonable notice thereof shall be given by the person or
persons calling the meeting.
Section 2.5. Telephonic Meetings Permitted. Unless otherwise
restricted by the certificate of incorporation or these by-laws, any member of
the Board of Directors, or any committee designated by the Board, may
participate in a meeting of the Board or of such committee, as the case may be,
by means of a 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 this by-law shall constitute presence in
person at such meeting.
Section 2.6. Quorum; Vote Required for Action. At all meetings of
the Board of Directors the presence of a majority of the total number of
directors shall constitute a quorum for the transaction of business. The vote of
at least a majority of the directors present at any meeting at which a quorum is
present shall be necessary to constitute and shall be the act of the Board
unless the certificate of incorporation or these by-laws shall otherwise
provide. In case at any meeting of the Board a quorum shall not be present, the
members of the Board present may adjourn the meeting from time to time until a
quorum shall attend.
Section 2.7. Organization. Meetings of the Board of Directors shall
be presided over by the Chairman of the Board, or in his absence by the
President, or in their absence by a chairman chosen at the meeting. The
Secretary shall act as secretary of the meeting, but in his absence the chairman
of the meeting may appoint any person to act as secretary of the meeting.
Section 2.8. Action by Directors Without a 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 all members of the
Board or such committee, as the case may be, consents thereto in writing, and
the writing or writings an flied with the minutes of proceedings of the Board or
committee.
ARTICLE III
Committees
Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the total number of directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. Any such committee, to the extent provided in the resolution of the
Board, and unless otherwise restricted by the certificate of incorporation or
these by-laws, shall have and may exercise all
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the powers and authority of the Board in the management of the business and
affairs of the Corporation, to the full extent permitted by law.
Section 3.2. Committee Rules. Unless the Board of Directors
otherwise provides, each committee designated by the Board may adopt, amend and
repeal rules for the conduct of its business. In the absence of a provision by
the Board or a provision in the rules of such committee to the contrary, the
entire authorized number of members of such committee shall constitute a quorum
for the transaction of business, the vote of all such members present at a
meeting shall be the act of such committee, and in other respects each committee
shall conduct its business pursuant to Article II of these by-laws.
ARTICLE IV
Officers
Section 4.1. Officers; Election. As soon as practicable after the
annual meeting of shareholders in each year, the Board shall elect a President
and a Secretary. The Board may also elect a Chairman of the Board, one or more
Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers and may give any
of them such further designations or alternate titles as it considers desirable.
Any number of offices may be held by the same person.
Section 4.2. Term of Office; Resignation; Removal; Vacancies. Except
as otherwise provided in the resolution of the Board of Directors electing any
officer, each officer shall hold office until the first meeting of the Board
after the annual meeting of shareholders next succeeding his election, and until
his successor is elected and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the Board or
to the President of the Corporation. Such resignation shall take effect at the
time specified therein, and unless otherwise specified therein no acceptance of
such resignation shall be necessary to make it effective. The Board may remove
any officer with or without cause at any time, provided that such action by the
Board shall require the vote of a majority of the whole Board. Any such removal
shall be without prejudice to the contractual rights of such officer, if any,
with the Corporation, but the election of an officer shall not of itself create
contractual rights. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise shall or may be filled for the
unexpired portion of the term by the Board at any regular or special meeting in
the manner provided in Section 4.1 for election of officers following the annual
meeting of shareholders.
Section 4.3. Chairman of the Board. The Chairman of the Board or, if
there is not a Chairman of the Board, the President, shall be the chief
executive officer and shall have general charge and supervision of the business
of the Corporation. In addition, he shall preside at all meetings of the Board
of Directors and of the shareholders at which he shall be
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present. He shall have and may exercise such powers and perform such other
duties as are, from time to time, assigned to him by the Board and as may be
provided by law.
Section 4.4. President. The President shall be the chief operating
officer and shall perform all duties incident to such office, and such other
duties as, from time to time, may be assigned to him by the Board or as may be
provided by law.
Section 4.5. Vice Presidents. The Vice President or Vice Presidents,
at the request of the President or in his absence or during his inability to
act, shall perform the duties of the President, and when so acting shall have
the powers of the President. If there be more than one Vice President, the Board
of Directors may determine which one or more of the Vice Presidents shall
perform any of such duties; or if such determination is not made by the Board,
the President may make such determination; otherwise any of the Vice Presidents
may perform any of such duties. The Vice President or Vice Presidents shall have
such other powers and perform such other duties as may be assigned to him or
them by the Board or the President or as may be provided by law.
Section 4.6. Secretary. The Secretary shall have the duty to record
the proceedings of the meetings of the shareholders, the Board of Directors and
any committees in a book to be kept for that purpose; he shall see that all
notices are duly given in accordance with the provisions of these by-laws or as
required by law; he shall be custodian of the records of the Corporation; he may
affix the corporate seal to any document the execution of which, on behalf of
the Corporation, is duly authorized, and when so affixed may attest the same;
and, in general, he shall perform all duties incident to the office of secretary
of a corporation, and such other duties as, from time to time, may be assigned
to him by the Board or the President or as may be provided by law.
Section 4.7. Treasurer. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit or cause to be deposited, in the name of the
Corporation, all moneys or other valuable effects in such banks, trust companies
or other depositories as shall, from time to time, be selected by or under
authority of the Board of Directors; if required by the Board, he shall give a
bond for the faithful discharge of his duties, with such surety or sureties as
the Board may determine; he shall keep or cause to be kept full and accurate
records of all receipts and disbursements in books of the Corporation and shall
render to the President and to the Board, whenever requested, an account of the
financial condition of the Corporation; and, in general, he shall perform all
the duties incident to the office of treasurer of a corporation, and such other
duties as may be assigned to him by the Board or the President or as may be
provided by law.
Section 4.8. Other Officers. The other officers, if any, of the
Corporation shall have such powers and duties in the management of the
Corporation as shall be stated in a resolution adopted by the Board of Directors
which is not inconsistent with these by-laws and, to the extent not so stated,
as generally pertain to their respective offices, subject to the
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control of the Board. The Board may require any officer, agent or employee to
give security for the faithful performance of his duties.
ARTICLE V
Stock
Section 5.1. Certificates. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman of the Board of Directors, or the President or a
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary, of the Corporation, certifying the number of shares
owned by him in the Corporation. If such certificate is manually signed by one
officer or manually countersigned by a transfer agent or by a registrar, any
other signature on the certificate may be a facsimile. In case any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent
or registrar before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer, transfer agent or
registrar at the date of issue.
Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance
of New Certificates. The Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
ARTICLE VI
Miscellaneous
Section 6.1. Seal. The Corporation may have a corporate seal which
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.
Section 6.2. Waiver of Notice of Meetings of Shareholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision of the certificate of incorporation or these bylaws, a written waiver
thereof, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person attends a meeting for the express purpose of objecting, at the
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beginning of the meeting, 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 shareholders,
directors, or members of a committee of directors need be specified in any
written waiver of notice unless so required by the certificate of incorporation
or these by-laws.
Section 6.3. Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be convened into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.
Section 6.4. Dividends. Dividends upon the 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, bonds, in property, or in shares of
stock, subject to the provisions of the Certificate of Incorporation.
Section 6.5. Reserves. Before the 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 to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purposes as the directors shall think conducive to the interest
of the Corporation, and the directors may modify or abolish any such reserve.
Section 6.6. 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 6.7. Fiscal Year. The fiscal year of the Corporation shall
be fixed by resolution of the Board of Directors.
Section 6.8. Officers. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware. The
Corporation may also have offices at such other places within or outside the
State of Delaware as the Board of Directors may from time to time determine or
the business of the Corporation may require.
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ARTICLE VII
Amendments
Section 7.1. Amendments. These by-laws may be altered, amended or
repealed at any regular meeting of the shareholders or of the Board of Directors
or at any special meeting of the shareholders or of the Board of Directors if
notice of such alteration, amendment or repeal be contained in the notice of
such special meeting.
ARTICLE VIII
Indemnification
Section 8.1. Indemnification. The Corporation shall indemnify to the
fullest extent permitted by law any person made or threatened to be made a party
to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person, or a person of whom he or
she is the legal representative, is or was a director, officer, employee or
agent of the Corporation or any predecessor of the Corporation, or serves or
served any other enterprise as a director, officer, employee or agent at the
request of the Corporation or any predecessor of the Corporation.
The Corporation shall pay any expenses reasonably incurred by a
director or officer 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 or she is not entitled
to be indemnified by the Corporation under this Article or otherwise. The
Corporation may, by action of its Board of Directors, provide for the payment of
such expenses incurred by employees and agents of the Corporation as it deems
appropriate.
The rights conferred on any person under this Article shall not be
deemed exclusive of any other rights that such person may have or hereafter
acquire under any statute, provision of the Corporation's Certificate of
Incorporation, by-law, agreement, vote of shareholders or disinterested
directors or otherwise. All tights to indemnification and to the advancement of
expenses under this Article shall be deemed to be provided by a contract between
the Corporation and the director, officer, employee or agent who serves in such
capacity at any time while these By-Laws and any other relevant provisions of
the Delaware General Corporation Law and any other applicable law, if any, are
in effect. Any repeal or modification thereof shall not affect any rights or
obligations then existing.
For purposes of this Article, references to the "Corporation" shall
be deemed to include any subsidiary of the Corporation now or hereafter
organized under the laws of the State of Delaware.
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