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EXHIBIT 3.2
Revised May 9, 1994
AMENDED AND RESTATED BY-LAWS
OF
SPECIALTY EQUIPMENT COMPANIES, INC.
(A Delaware Corporation)
ARTICLE I
Stockholders
Section 1. Place of Meetings. Meetings of stockholders shall be held at
such place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors.
Section 2. Annual Meetings. Annual meetings of stockholders shall be held
on such date during each year and at such time as shall be designated from time
to time by the Board of Directors. At each annual meeting the stockholders
entitled to vote shall elect Directors to succeed those whose terms then expire
and transact such other business as may be properly brought before the meeting.
Section 3. Special Meetings. Special meetings of the stockholders may be
called by the Board of Directors.
Section 4. Notice of Meetings. Written notice of each meeting of the
stockholders stating the place, date and hour of the meeting shall be given by
or at the direction of the Board of Directors to each stockholder entitled to
vote at the meeting at least ten, but not more than sixty, days prior to the
meeting. Notice of any special meeting shall state in general terms the purpose
or purposes for which the meeting is called.
Section 5. Quorum; Adjournments of Meetings. The holders of a majority of
the issued and outstanding shares of the capital stock of the corporation
entitled to vote at a meeting, present in person or represented by proxy, shall
constitute a quorum for the transaction of business at such meeting; but, if
there be less than a quorum, the holders of a majority of the stock so present
or represented may adjourn the meeting to another time or place, from time to
time, until a quorum shall be present, whereupon the meeting may be held, as
adjourned, without further notice, except as required by law, and any business
may be transacted thereat which might have been transacted at the meeting as
originally called.
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Section 6. Voting. At any meeting of the stockholders every registered
owner of shares entitled to vote may vote in person or by proxy and, except as
otherwise provided by statute, in the Amended and Restated Certificate of
Incorporation or these Amended and Restated By-Laws, shall have one vote for
each such share standing in his name on the books of the corporation. Except as
otherwise required by statute, the Amended and Restated Certificate of
Incorporation or these Amended and Restated By-Laws, all matters brought before
any meeting of the stockholders shall be decided by a vote of a majority in
interest (or, in the case of the election of directors, a plurality in interest)
of the stockholders of the corporation present in person or by proxy at such
meeting and voting thereon, a quorum being present.
Section 7. Inspectors of Election. The Board of Directors, or, if the Board
shall not have made the appointment, the Chairman presiding at any meeting of
stockholders, shall have power to appoint one or more persons to act as
inspectors of election at the meeting or any adjournment thereof, but no
candidate for the office of director shall be appointed as an inspector at any
meeting for the election of directors.
Section 8. Chairman of Meetings. The Chairman of the Board or, in his
absence, the President shall preside at all meetings of the stockholders. In the
absence of both the Chairman of the Board and the President, a majority of the
members of the Board of Directors present in person at such meeting may appoint
any other officer or director to act as Chairman of the meeting.
Section 9. Secretary of Meetings. The Secretary of the corporation shall
act as Secretary of all meetings of the stockholders. In the absence of the
Secretary, the Chairman of the meeting shall appoint any other person to act as
Secretary of the meeting.
ARTICLE II
Board of Directors
Section 1. Number and Term. The business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors consisting
of nine (9) directors.
The Board of Directors shall be divided into three classes, each consisting
of three directors with the term of office for one class expiring each year.
Class 1 directors shall serve a term until the annual meeting in the fiscal year
ending January 31, 1996. Class 1 shall as of the date of this amendment consist
of Daniel B. Greenwood and two directors to be elected at
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the annual meeting of stockholders in the fiscal year ending January 31, 1995.
Class 2 directors shall serve a term until the annual meeting in the fiscal year
ending January 31, 1998. Class 2 shall as of the date of this amendment consist
of three directors to be elected at the annual meeting of stockholders in the
fiscal year ending January 31, 1995. Class 3 directors shall serve a term until
the annual meeting in the fiscal year ending January 31, 1997. Class 3 shall as
of the date of this amendment consist of Charles E. Hutchinson, Richard A. Kent
and one director to be elected at the annual-meeting of stockholders in the
fiscal year ending January 31, 1995. At each annual meeting of stockholders
including and following the annual meeting in the fiscal year ending January 31,
1996, directors elected to succeed those whose terms then expire shall be
elected for a term of office expiring at the third succeeding annual meeting of
stockholders after their election. Unless sooner terminated, each director shall
serve until the later of the date on which the director's term ends or the date
on which his successor is elected and qualified.
Section 2. Resignations. Any Director, member of a committee, or other
officer may resign at any time. Such resignation shall be made in writing and
shall take effect at the time specified therein and if no time be specified, at
the time of its receipt by the President or Secretary. The acceptance of a
resignation shall not be necessary to make it effective.
Section 3. Vacancies. Any vacancies in the Board of Directors resulting
from death, resignation, retirement, disqualification, removal from office or
other cause shall be filled by a vote of the holders of common stock of the
Corporation. Directors so chosen shall hold office for a term expiring at the
annual meeting of stockholders at which the term of the class to which they have
been elected expires. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent director.
Section 4. Removal. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any Director, or the entire Board of
Directors, may be removed from office at any time but only for cause and only by
the affirmative vote of the holders of a majority of the voting power of all of
the shares of the corporation entitled to vote for the election of Directors.
Section 5. First Meeting. The first meeting of each newly elected Board of
Directors, of which no notice shall be necessary, shall be held immediately
following the annual meeting of stockholders or any adjournment thereof at the
place the annual meeting of stockholders was held at which such directors were
elected, or at such other place as a majority of the members of the newly
elected Board who are then present shall determine,
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for the election or appointment of officers for the ensuing year and the
transaction of such other business as may be brought before such meeting.
Section 6. Regular Meetings. Regular meetings of the Board of Directors,
other than the first meeting, may be held without notice at such times and
places as the Board of Directors may from time to time determine.
Section 7. Special Meetings. Special meetings of the Board of Directors
may be called by order of the Chairman of the Board, the President or any two
directors. Notice of the time and place of each special meeting shall be given
by or at the direction of the person or persons calling the meeting by mailing
the same at least three days before the meeting or by telephoning, telegraphing
or delivering personally the same at least twenty-four hours before the meeting
to each director. Except as otherwise specified in the notice thereof, or as
required by statute, the Restated Certificate of Incorporation or these Amended
and Restated By-Laws, any and all business may be transacted at any special
meeting.
Section 8. Place of Conference Call Meeting. Any meeting at which one or
more of the members of the Board of Directors or of a committee designated by
the Board of Directors shall participate by means of conference telephone or
similar communications equipment shall be deemed to have been held at the place
designated for such meeting, provided that at least one member is at such place
while participating in the meeting.
Section 9. Organization. Every meeting of the Board of Directors shall be
presided over by the Chairman of the Board, or, in his absence, the President.
In the absence of the Chairman of the Board and the President, a presiding
officer shall be chosen by a majority of the directors present. The Secretary of
the corporation shall act as Secretary of the meeting, but, in his absence, the
presiding officer may appoint any person to act as Secretary of the meeting.
Section 10. Quorum; Vote. A majority of the directors then in office (but
in no event less than one-third of the total number of directors) shall
constitute a quorum, for the transaction of business, but less than a quorum may
adjourn any meeting to another time or place from time to time until a quorum
shall be present, whereupon the meeting may be held, as adjourned, without
further notice. Except as otherwise required by statute, the Amended and
Restated Certificate of Incorporation or these Amended and Restated By-Laws, all
matters coming before any meeting of the Board of Directors shall be decided by
the vote of a majority of the directors present at the meeting, a quorum being
present.
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ARTICLE III
Officers
Section 1. General. The Board of Directors shall elect the officers of the
corporation, which shall include a President, a Secretary and a Treasurer and
such other or additional offices (including, without limitation, a Chairman of
the Board, one or more Vice-Chairmen of the Board, Vice-Presidents, Assistant
Vice-Presidents, Assistant Secretaries and Assistant Treasurers) as the Board of
Directors may designate.
Section 2. Term of office; Removal and Vacancy. Each officer shall hold his
office until his successor is elected and qualified or until his earlier
resignation or removal. Any officer or agent shall be subject to removal with or
without cause at any time by the Board of Directors. Vacancies in any office,
whether occurring by death, resignation, removal or otherwise, may be filled by
the Board of Directors.
Section 3. Powers and Duties. Each of the officers of the corporation
shall, unless otherwise ordered by the Board of Directors, have such powers and
duties as generally pertain to his respective office as well as such powers and
duties as from time to time may be conferred upon by him by the Board of
Directors. Unless otherwise ordered by the Board of Directors after the adoption
of these Amended and Restated By-Laws, the President, or, when the office of
President is vacant, the Chairman of the Board, shall be the Chief Executive
Officer of the corporation.
Section 4. Power to Vote Stock. Unless otherwise ordered by the Board of
Directors, the Chairman of the Board and the President each shall have full
power and authority on behalf of the corporation to attend and to vote at any
meeting of stockholders of any corporation in which this corporation may hold
stock, and may exercise on behalf of this corporation any and all of the rights
and powers incident to the ownership of such stock at any such meeting and shall
have power and authority to execute and deliver proxies, waivers and consents on
behalf of the corporation in connection with the exercise by the corporation of
the rights and powers incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers upon any other person or
persons.
ARTICLE IV
Capital Stock
Section 1. Certificates of Stock. Certificates for stock of the corporation
shall be in such form as the Board of
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Directors may from time to time prescribe and shall be signed by the Chairman of
the Board or a Vice-Chairman of the Board or the President or a Vice-President
and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary.
Section 2. Transfer of Stock. Shares of capital stock of the corporation
shall be transferable on the books of the corporation only by the holder of
record thereof, in person or by duly authorized attorney, upon surrender and
cancellation of certificates for a like number of shares, with an assignment or
power of transfer endorsed thereon or delivered therewith, duly executed, and
with such proof of the authenticity of the signature and of authority to
transfer, and of payment of transfer taxes, as the corporation or its agents may
require.
Section 3. Ownership of Stock. The corporation shall be entitled to treat
the holder of record of any share or shares of stock as the owner thereof in
fact and shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly provided by
law.
ARTICLE V
Miscellaneous
Section 1. Corporate Seal. The seal of the corporation shall be circular in
form and shall contain the name of the corporation and the year and State of
incorporation.
Section 2. Fiscal Year. The Board of Directors shall have power to fix, and
from time to time to change, the fiscal year of the corporation.
ARTICLE VI
Amendment
The Board of Directors shall have the power to make, alter or repeal the
Amended and Restated By-Laws of the corporation subject to the power of the
stockholders to alter or repeal the Amended and Restated By-Laws made or altered
by the Board of Directors; provided, however, that no By-Law shall be made,
altered, amended or repealed so as to make such By-Law inconsistent with or
violative of any provision of the Amended and Restated Certificate of
Incorporation.
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ARTICLE VII
Indemnification
Section 1. The corporation shall indemnify each director and each officer
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director or officer of
the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 2. The corporation shall indemnify each director and each officer
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such director or officer shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the Court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all of the circumstances of the case, such director
or officer is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
section 3. The corporation shall indemnify each director and each officer
or employee who is held to be a fiduciary under any employee pension, profit
sharing or welfare
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plan or trust of the corporation or any of its divisions or subsidiaries and who
was or is a party or threatened to be a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was such a fiduciary and was serving as such at
the request of the corporation, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding or any breach of any
of the responsibilities, obligations or duties imposed upon fiduciaries by the
Employee Retirement Income Security Act of 1974 and any amendments thereto, if
he acted in good faith and in or not opposed to the best interest of such plan
or trust, and, with respect to any criminal action or proceeding, had no
reasonable cause of any action, suit or proceeding, by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interest of such plan or trust, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful. The provisions of all the following paragraphs of this Article VII
relating to directors, officers, employees or agents shall apply also to
directors, officers, or employees held to be fiduciaries under this Section 3,
specifically including the power of the corporation (Section 8) to purchase and
maintain insurance on behalf of such fiduciaries.
Section 4. To the extent that a person who is or was a director, employee
or agent of the corporation, or of any other corporation, partnership, joint
venture, trust or other enterprise with which he is or was serving in such
capacity at the request of the corporation, has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections 1
and 2 of this Article, or in defense of any such claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.
Section 5. Any indemnification under Sections 1 and 2 of this Article
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the director
or officer is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections 1 and 2. Such determination shall be
made (1) by the Board of Directors by a majority vote or a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable but a quorum of
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disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
Section 6. Expenses incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding, or threat thereof,
may be paid by the corporation to a director or officer in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of the 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 Article.
Section 7. The indemnification and advancement of expenses provided by
this Article shall not be deemed exclusive of any other rights to which a
director or officer seeking indemnification or advancement of expenses may be
entitled under any statute, provision in the corporation's Amended and Restated
Certificate of Incorporation, these Amended and Restated By-Laws, agreement,
vote of stockholders or disinterested directors or otherwise, both as to actions
in his official capacity and as to actions in another capacity while holding
such office.
Section 8. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, 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 against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status of
such, whether or not the corporation would have the power to indemnify him
against such liability under the provisions of this Article.
Section 9. For purposes of this Article, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Article with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.
Section 10. For purposes of this Article, references to "other enterprises"
shall include employment benefit plans; references to "fines" shall include any
excise taxes assessed on
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a person with respect to an employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involve services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the participants and beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation" as referred to in this Article.
Section 11. The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 12. The invalidity or unenforceability of any provision in this
Article shall not affect the validity or enforceability of the remaining
provisions of this Article.
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