EXHIBIT 3.4
SECOND AMENDED AND RESTATED BY-LAWS
OF
NORTHWESTERN STEEL AND WIRE COMPANY
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation
in the State of Illinois shall be located in the City of Sterling. The
Corporation may have such other offices, either within or without the State of
Illinois, as the business of the corporation may require from time to time.
SECTION 2. REGISTERED OFFICE. The registered office of the Corporation
required by the Illinois Business Corporation Act to be maintained in the State
of Illinois may but need not be the principal office of the corporation in the
State of Illinois, and the address of the registered office may be changed from
time to time by the board of directors.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the shareholders of
the Corporation shall be held on such date and at such time as the board of
directors may designate for the purpose of electing directors and for the
transaction of such other business as may come before the meeting.
SECTION 2. SPECIAL MEETING. Special meetings of the shareholders
(other than those required by statute) may be called either by the president, a
majority of the board of directors or by the holders of not less than twenty
percent (20%) of all the outstanding shares of stock of the Corporation entitled
to vote on the matters to be considered at such meeting.
SECTION 3. PLACE OF MEETING. The place of any annual or special
meeting of shareholders shall be the principal place of business of the
Corporation in the State of Illinois or such other place as the board of
directors may designate in the notice of meeting.
SECTION 4. NOTICE OF MEETINGS. Written notice stating 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, shall be delivered not less than ten
(10) nor more than sixty (60) days prior to the date of the meeting, or, in the
case of a merger, consolidation, share exchange, dissolution or
sale, lease or exchange of assets outside the ordinary course of business, not
less than twenty (20) nor more than sixty (60) days prior to the date of the
meeting, either personally or by mail, by or at the direction of the president
or the secretary, or other persons calling the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail, addressed to the
shareholder at the shareholder's address as it appears on the records of the
Corporation, with postage thereon prepaid. When a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting if the
time and place thereof are announced at the meeting at which the adjournment is
taken.
SECTION 5. INFORMAL ACTION BY SHAREHOLDERS. Any action required by the
Illinois Business Corporation Act to be taken at any annual or special meeting
of the shareholders of the Corporation, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed (i) except as provided in Section 12.10 of the Illinois Business
Corporation Act, by the holders of outstanding shares 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
voting or (ii) by all of the shareholders entitled to vote with respect to the
subject matter thereof. If such consent is signed by less than all of the
shareholders entitled to vote, then such consent shall become effective only if,
at least five (5) days prior to the execution of the consent, written notice is
delivered to all of the shareholders entitled to vote with respect to the
subject matter thereof and, after the effective date of the consent, prompt
notice of the taking of the corporate action shall be delivered in writing to
those shareholders who have not consented in writing.
If the action taken by written consent would have required the filing
of a certificate under any section of the Illinois Business Corporation Act if
taken by shareholder vote, the certificate filed shall state, in lieu of any
statement required by such section concerning any vote of shareholders, that
written consent has been obtained in accordance with the provisions of Section
7.10 of the Illinois Business Corporation Act and that written notice has been
delivered as provided in such Section 7.10.
SECTION 6. FIXING OF RECORD DATE. For the purpose of determining the
shareholders entitled to notice of or to vote at any meeting of shareholders, or
shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the board of
directors of the Corporation may fix in advance a record date for any such
determination of shareholders, such date in any case to be not more than sixty
(60) days and, for a meeting of shareholders, not less than ten (10) days
(twenty (20) days in the case of a meeting to consider a merger, consolidation,
share exchange, dissolution or sale, lease or exchange of assets) prior to the
date of such meeting. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is
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adopted, as the case may be, shall be the record date for such determination of
shareholders. A determination of shareholders entitled to vote at any meeting of
shareholders shall apply to any adjournment or postponement of the meeting.
SECTION 7. VOTING LISTS. The officer or agent having charge of the
transfer book for shares of the Corporation shall make, within twenty (20) days
after the record date for a meeting of shareholders or ten (10) days prior to
the date for such meeting, whichever is earlier, a complete list of the
shareholders entitled to vote at such meeting, arranged in alphabetical order,
with the address of and the number of shares held by each shareholder, which
list shall be kept on file at the registered office of the Corporation for a
period of ten (10) days prior to such meeting, and shall be subject to
inspection by any shareholder, and to copying at the shareholder's expense, at
any time during usual business hours. Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to the inspection
of any shareholder during the meeting. The original share ledger or transfer
book, or a duplicate thereof kept in the state of Illinois, shall be prima facie
evidence as to the shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of shareholders.
SECTION 8. QUORUM. The holders of a majority of the shares of the
Corporation entitled to vote on matters that are represented in person or by
proxy at any meeting of shareholders shall constitute a quorum for consideration
of such matter at such meeting, but in no event shall a quorum consist of less
than one-third of the outstanding shares entitled so to vote. If a quorum is
present, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on a matter shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is required by the
Illinois Business Corporation Act, the Articles of Incorporation or these
By-laws. Withdrawal of shareholders from any meeting shall not cause failure of
a duly constituted quorum at that meeting.
SECTION 9. PROXIES. Each shareholder may appoint a proxy to vote or
otherwise act for such shareholder at any meeting of shareholders by signing an
appointment form and delivering it to the person so appointed. No proxy shall be
valid after the expiration of eleven (11) months from the date thereof unless
otherwise provided in the proxy. Every proxy will continue in full force and
effect until revoked by the person executing it prior to the vote pursuant
thereto, except as otherwise provided in the Illinois Business Corporation Act
or these By-laws. Unless the proxy conspicuously states that it is irrevocable
and the appointment is coupled with an interest, revocation of a proxy may be
effected by a writing delivered by the person executing the proxy to the
Corporation stating that the proxy is revoked, by delivery by such person of a
subsequent proxy, or by attendance by such person at the meeting and voting in
person.
SECTION 10. VOTING OF SHARES. Unless otherwise provided in the
Articles of Incorporation or these By-laws, each outstanding share, regardless
of class, shall be entitled to one vote upon each matter submitted to a vote at
a meeting of shareholders.
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SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of the
Corporation held by the Corporation in a fiduciary capacity may be voted and
shall be counted in determining the total number of outstanding shares entitled
to vote at any given time.
Shares registered in the name of another corporation, domestic or
foreign, may be voted by any officer, agent, proxy or other legal representative
authorized to vote such shares under the law of the jurisdiction of
incorporation of such corporation. The Corporation may treat the president or
other person holding the position of chief executive officer of such other
corporation as authorized to vote such shares, together with any other person
indicated and any other holder of an office indicated by the corporate
shareholder to the Corporation as a person or an office authorized to vote such
shares. Such persons and offices indicated shall be registered, by the
Corporation on the transfer books for shares and included in any voting list
prepared in accordance with Section 7 of this Article II.
Shares registered in the name of a deceased person, a minor ward or a
person under legal disability, may be voted by his or her administrator,
executor or court appointed guardian, either in person or by proxy without a
transfer of such shares into the name of such administrator, executor or court
appointed guardian. Shares registered in the name of a trustee may be voted by
him or her, either in person or by proxy.
Shares registered in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his or her name if authority to
do so is contained in an appropriate order of the court by which such receiver
was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Any number of shareholders may create a voting trust for the purpose
of conferring upon a trustee or trustees the right to vote or otherwise
represent their shares, for a period not to exceed ten (10) years, by entering
into a written voting trust agreement specifying the terms and conditions of the
voting trust, and by transferring their shares to such trustee or trustees for
the purpose of the agreement. Any such trust agreement shall not become
effective until a counterpart of the agreement is deposited with the Corporation
at its registered office. The counterpart of the voting trust agreement so
deposited with the Corporation shall be subject to the same right of examination
by a shareholder of the Corporation, in person or by agent or attorney, as are
the books and records of the Corporation, and shall be subject to examination by
any holder of a beneficial interest in the voting trust, either in person or by
agent or attorney, at any reasonable time for the proper purpose.
SECTION 12. VOTING PROCEDURE. In all elections of directors, every
shareholder shall have the right to vote, in person or in proxy, the number of
shares owned by
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such shareholder for one nominee for election with respect to each directorship
to be filled; provided, however, that there shall be no right to cumulate such
votes.
SECTION 13. INSPECTORS. At any meeting of shareholders, the chairman
of the meeting may (or upon the request of any shareholder shall) appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting, based upon their
determination of the validity and effect of proxies; count all votes and report
the results; and do such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by the
inspector or by a majority of them if there is more than one inspector acting at
such meeting. If there is more than one inspector, the report of a majority
shall be the report of the inspectors. The report of the inspector or inspectors
on the number of shares represented at the meeting and the results of the voting
shall be prima facie evidence thereof.
SECTION 14. VOTING BY BALLOT. Voting on any question or in any
election may be by voice unless the presiding officer shall order or any
shareholder shall demand that voting be by ballot.
SECTION 15. ESOP PARTICIPANTS. Whether or not a shareholder of the
Corporation, each participant in the Northwestern Steel and Wire Company
Employee Stock Ownership Plan shall have the right to attend all meetings of the
shareholders as observers and to have all rights of shareholders at such
meetings other than voting rights.
ARTICLE III
DIRECTORS
SECTION 1. DIRECTORS. Except as otherwise provided by law or the
Articles of Incorporation or these By-laws, management of the Corporation and
its business and affairs shall be vested in its board of directors.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the Corporation shall be one (1), unless increased by resolution of the Board
of Directors of the Corporation. The directors need not be residents of Illinois
or shareholders of the Corporation. Effective as of the 1999 Annual Meeting of
Shareholders, each director shall hold office until the next annual meeting of
shareholders or until a successor shall have been elected. The members of the
board of directors shall be elected at the annual meeting of shareholders as
provided in Article II of these By-laws or as otherwise prescribed by statute.
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SECTION 3. ANNUAL MEETINGS. An annual meeting of the board of
directors shall be held without other notice than this Bylaw, immediately after
and at the same place as the annual meeting of shareholders.
SECTION 4. REGULAR MEETINGS. The board of directors may by resolution
provide the time and place, either within or without the State of Illinois, for
the holding of additional regular meetings without other notice than such
resolution. The board of directors shall meet at least once each quarter.
SECTION 5. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the chairman of the board or a
majority of the board of directors. The person or persons authorized to call
special meetings of the board of directors may fix any place, either within or
without the State of Illinois, as the place for holding any special meeting of
the board of directors called by them.
SECTION 6. NOTICE. Written notice of any special meeting shall be
given at least five (5) days prior to the meeting if delivered by mail and at
least 24 hours prior to the meeting if notice is delivered personally or by
telephone, telecopier, telegram or overnight courier, to each director at his or
her business address. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail with postage thereon prepaid and if
delivered by any other means such notice shall be deemed to be delivered when
received. Any director may waive notice of any meeting. The attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Except as provided by the Illinois Business Corporation Act, neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice at such meeting. At any meeting at which all of the directors shall be
present, although held without notice, any business may be transacted which
might have been transacted if the meeting had been duly called.
SECTION 7. QUORUM. A majority of the directors shall Constitute a
quorum for transaction of business at any meeting of the board of directors,
provided that, if less than a majority of such number of directors is present at
such meeting, a majority of the directors present may adjourn the meeting at any
time without further notice. The members of the board of directors or of any
committee of the board of directors may participate in and act at any meeting of
such board or committee through the use of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting by means of such
communication equipment shall constitute attendance and presence in person at
the meeting of the person or persons so participating.
SECTION 8. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act
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of a greater number is required by the Illinois Business Corporation Act, the
Articles of Incorporation, or these By-laws.
SECTION 9. REMOVAL OF DIRECTORS. One or more of the directors may be
removed, with or without cause, at a meeting of shareholders by the affirmative
vote of the holders of a majority of the outstanding shares then entitled to
vote at an election of directors, except as follows:
(a) No director shall be removed at a meeting of shareholders unless
the notice of such meeting shall state that a purpose of the meeting is to
vote upon the removal of one or more directors named in the notice. Only
the named director or directors may be removed at such meeting.
(b) If a director is elected by a class or series of shares, that
director may be removed only by the shareholders of that class or series.
SECTION 10. VACANCIES. Any vacancy occurring on the board of directors
and any directorship to be filled by reason of an increase in the number of
directors may be filled by election at an annual or special meeting of
shareholders. A majority of the board of directors may fill any vacancy prior to
such annual or special meeting of shareholders.
SECTION 11. INFORMAL ACTION BY DIRECTORS. Unless specifically
prohibited by the Articles of Incorporation or these By-laws, any action
required by the Illinois Business Corporation Act to be taken at a meeting of
the board of directors or any other action which may be taken at a meeting of
the board of directors or a committee thereof may be taken without a meeting if
a consent in writing setting forth the action so taken shall be signed by all
the directors entitled to vote with respect to the subject matter thereof, or by
all the members of such committee, as the case may be. Any such consent signed
by all the directors or all the members of a committee shall have the same
effect as a unanimous vote, and may be stated as such in any document filed with
the Secretary of State.
SECTION 12. COMPENSATION. The board of directors, by the affirmative
vote of a majority of directors then in office and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the Corporation as directors,
officers or otherwise, notwithstanding any director conflict of interest. By
resolution of the board of directors, the directors may be paid their expenses,
if any, of attendance at each meeting. No such payment previously, mentioned in
this section shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
SECTION 13. PRESUMPTION OF ASSENT. A director of the Corporation who
is present at a meeting of the board of directors at which action on any matter
is taken shall be conclusively presumed to have assented to the action taken
unless the director's dissent shall be
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entered in the minutes of the meeting or unless the director shall file written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered or
certified mail to the secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
SECTION 14. RESIGNATION. Any director may resign at any time by giving
notice to the board of directors, its chairman, or to the president or secretary
of the Corporation, provided that the party to whom such notice is given is
other than the individual director giving the notice. A resignation is effective
when the notice is given unless the notice specifies a future date. The pending
vacancy may be filled before the effective date of any resignation, but the
successor shall not take office until the effective date.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a chairman
of the board, a president, a secretary and such other officers as may be elected
or appointed by the board of directors. Any two or more offices may be held by
the same person.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
Corporation shall be elected annually by the board of directors at a meeting
held after each annual meeting of shareholders. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Vacancies may be filled or new officers elected
at any meeting of the board of directors. Each officer shall hold office until a
successor shall have been duly elected and shall have qualified or until his or
her earlier death or resignation or until his or her removal in the manner
hereinafter provided. Election of an officer shall not of itself create contract
rights.
SECTION 3. REMOVAL. Any officer or agent elected or appointed by the
board of directors may be removed by the board of directors whenever in its
judgment the best interest of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.
SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if one
shall have been elected, shall be a member of the board and an officer of the
Corporation and, if present, shall preside at each meeting of the board of
directors or shareholders. The chairman shall advise the chief executive officer
and, in the chief executive officer's absence, other officers
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of the Corporation, and shall perform such other duties as may from time to time
be assigned by the board of directors.
SECTION 6. CHIEF EXECUTIVE OFFICER. Subject to the direction and
control of the board of directors, the chief executive officer shall be in
control of the general and active management and supervision over the
administration and operation of the business of the Corporation and supervision
of its policies and affairs and its several officers, employees and agents. The
chief executive officer shall see that the resolutions and directions of the
board of directors are carried into effect except in those instances in which
that responsibility is specifically assigned to some other person by the board
of directors, and in general shall discharge all duties incident to the office
of chief executive officer and such other duties as may be prescribed by the
board of directors from time to time. In the absence of the chairman of the
board or if a chairman of the board shall not have been elected, the chief
executive officer shall preside at all meetings of the shareholders and of the
board of directors. Except in those instances in which authority is expressly
delegated to another officer or agent of the Corporation or a different mode of
execution is expressly prescribed by the board of directors or these By-laws,
the chief executive officer may execute on behalf of the Corporation
certificates for its shares, the issue of which shall have been authorized by
the board of directors, and any contracts, deeds, mortgages, bonds, or other
instruments which the board of directors has authorized to be executed, and the
chief executive officer may accomplish such execution either under or without
the seal of the Corporation and either individually or with the secretary, any
assistant secretary, or any other officer authorized by the board of directors,
according to the requirements of the form of the instrument. The chief executive
officer may vote all securities which the Corporation is entitled to vote except
as and to the extent such authority shall be vested in a different officer or
agent of the Corporation by the board of directors. The chief executive officer
shall perform such other duties as from time to time may be assigned by the
board of directors or these By-laws.
SECTION 7. PRESIDENT. The president shall be the executive officer
next in authority to the chief executive officer. He shall assist the chief
executive officer in the general and active management of the business of the
corporation, shall see to it that all resolutions and orders of the board of
directors are carried into effect, and in general shall discharge all duties
incident to the office of president and such other duties as may be prescribed
by the chief executive officer and board of directors from time to time. Except
in those instances in which authority is expressly delegated to another officer
or agent of the Corporation or a different mode of execution is expressly
prescribed by the board of directors or these By-laws, the president may execute
on behalf of the Corporation certificates for its shares, the issue of which
shall have been authorized by the board of directors. In the absence or
disability of the chief executive officer, he shall assume the office, title,
responsibility, and authority of the chief executive officer. If there shall be
no chief executive officer, the President shall be the chief executive officer.
SECTION 8. CHIEF OPERATING OFFICER. The board of directors may elect a
chief operating officer who may also be the president. If so elected, the chief
operating officer of the
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corporation shall manage the day to day business of the operation of the
corporation and shall be its executive officer next in authority to the
president. He shall assist the president in the management of the business of
the corporation, and, in the absence or disability of the president, he shall
exercise the powers and perform the other duties of the president; and he shall
have such other powers and duties as the board of directors or chief executive
officer may from time to time prescribe.
SECTION 9. THE VICE-PRESIDENTS. In the event one or more
vice-presidents are elected, each of the vice-presidents shall assist the chief
executive officer, the president, and the chief operating officer in the
discharge of their duties as they may direct and shall perform such other duties
as from time to time may be assigned to him or her by the chief executive
officer or by the board of directors. In the absences of the chief executive
officer, president, and the chief operating officer or in the event of their
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
board of directors, or by the chief executive officer if the board of directors
has not made such a designation, or in the absence of any designation, then in
the order of seniority of tenure as vice-president) shall perform the duties of
the chief executive officer, and when so acting shall have all the powers of and
be subject to all the restrictions upon the chief executive officer and shall
not act contrary to the policies set by the board of directors or the chief
executive officer. Except in those instances in which authority is expressly
delegated to another officer or agent of the Corporation or a different mode of
execution is expressly prescribed by the board of directors or these By-laws,
the vice-president (or each of them if there are more than one) may execute on
behalf of the Corporation certificates for its shares, the issue of which shall
have been authorized by the board of directors, and any contracts, deeds,
mortgages, bonds or other instruments which the board of directors has
authorized to be executed, and he or she may accomplish such execution either
under or without the seal of the Corporation and either individually or with the
secretary, any assistant secretary, or any other officer thereunto authorized by
the board of directors, according to the requirements of the form of the
instrument.
SECTION 10. THE TREASURER. In the event a treasurer is elected, the
treasurer shall be the principal accounting and financial officer of the
Corporation. The treasurer shall: (a) have charge of and be responsible for the
maintenance of adequate books of account for the Corporation; (b) have charge
and custody of all funds and securities held by the Corporation, and be
responsible therefor and for the receipt and disbursement thereof; and (c)
perform all the duties incident to the office of treasurer and such other duties
as from time to time may be assigned by the chief executive officer or by the
board of directors. If required by the board of directors, the treasurer shall
give a bond for the faithful discharge of the treasurer's duties in such sum and
with such surety or sureties as the board of directors may determine. The cost
of such bond shall be borne by the Corporation.
SECTION 11. THE SECRETARY. The secretary shall: (a) record the minutes
of the meetings of the shareholders and of the board of directors, if invited,
in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions
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of these By-laws or as required by law; (c) be custodian of the corporate
records and of the seal of the Corporation; (d) keep a register of the post
office address of each shareholder which shall be furnished to the secretary by
such shareholder; (e) sign with the chief executive officer, president or
vice-president, or any other officer authorized by the board of directors,
certificates for shares of the Corporation, the issue of which shall have been
authorized by the board of directors, and any contracts, deeds, mortgages,
bonds, or other instruments which the board of directors has authorized to be
executed, according to the requirements of the form of the instrument, except
when a different mode of execution is expressly prescribed by the board of
directors or these By-laws; (f) have general charge of the stock transfer books
of the Corporation; (g) have authority to certify the by-laws, resolutions of
the shareholders and board of directors and committees thereof, and other
documents of the Corporation as true and correct copies thereof, and (h) perform
all duties incident to the office of secretary and such other duties as from
time to time may be assigned to him or her by the chief executive officer or by
the board of directors.
SECTION 12. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
assistant treasurers and assistant secretaries shall perform such duties as
shall be assigned to them by the treasurer or the secretary, respectively, or by
the chief executive officer or the board of directors. The assistant secretaries
may sign with the chief executive officer, president, or a vice-president, or
any other officer thereunto authorized by the board of directors, certificates
for shares of the Corporation, the issue of which shall have been authorized by
the board of directors, and any contracts, deeds, mortgages, bonds, or other
instruments which the board of directors has authorized to be executed,
according to the requirements of the form of the instrument, except when a
different mode of execution is expressly prescribed by the board of directors or
these by-laws. The assistant treasurers shall, if required by the board of
directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the board of directors shall determine.
SECTION 13. COMPENSATION. The compensation of the officers shall be
fixed from time to time by the board of directors and no officer shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.
ARTICLE V
COMMITTEES
SECTION 1. COMMITTEES. A majority of the directors may create one or
more committees and appoint members of the board to serve on such committee or
committees. Each committee shall have two or more members who shall serve at the
pleasure of the board. Unless the appointment by the board of directors requires
a greater number, a majority of any committee shall constitute a quorum and A
majority of a quorum is necessary for committee action. A committee may act by
unanimous consent in writing without a meeting and the committee by
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majority vote of its members shall determine the time and place of meetings and
the notice required thereof.
SECTION 2. REVIEW OF THE COMMITTEES. Any actions of the committees
shall be reported to the board of directors at the next meeting of the board of
directors succeeding such action.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The board of directors may authorize any officer
or agent to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation, and such authority may be general or
confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the board of directors. Such authority may be
general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the board of directors
may select.
ARTICLE VII
CERTIFICATES FOR SHARES AND
THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. The issued shares of the
Corporation shall be represented by certificates or shall be uncertified shares.
Certificates representing shares of the Corporation shall be signed by the
chairman of the board, the president or a vice- president or by such officers as
shall be designated by resolution of the board of directors, and by the
secretary or an assistant secretary, or such other officer as shall be
designated by a resolution of the board of directors, and may be sealed with the
seal or a facsimile of the seal of the Corporation, if the Corporation uses such
a seal. If both of the signatures of the officers are by facsimile, the
certificate shall be manually signed by or on behalf of a duly authorized
transfer agent or clerk. Each certificate representing shares shall be
consecutively numbered or otherwise identified, and shall also state the name of
the person to whom issued, the number and class of
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shares (with designation of series, if any), the date of issue, and that the
Corporation is organized under the Illinois Business Corporation Act. If the
Corporation is authorized to issue shares of more than one class, the
certificate shall also contain such information or statement as may be required
by law. The name and address of each shareholder, the number and class of shares
held and the date on which the certificates for the shares were issued shall be
entered on the books of the Corporation.
SECTION 2. LOST CERTIFICATES. If a certificate representing shares has
allegedly been lost or destroyed, except as may be required by law, a new
certificate may be issued upon receipt by the Corporation from the shareholder
of such indemnification and other reasonable requirements as it may impose.
SECTION 3. TRANSFER OF SHARES. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder of record
thereof or by his or her legal representative, who shall furnish proper evidence
of authority to transfer, or by his or her attorney thereunto authorized by
power of attorney duly executed and filed with the secretary of the corporation,
and on surrender for the cancellation of the certificate for such shares. The
person in whose name shares stand on the books of the Corporation shall be
deemed the owner thereof for all corporate purposes.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall be determined by resolution
of the board of directors.
ARTICLE IX
DISTRIBUTIONS
The board of directors may from time to time authorize, and the
Corporation may pay, distributions to its shareholders in the manner and subject
to any restrictions provided by the Illinois Business Corporation Act and the
Articles of Incorporation.
ARTICLE X
SEAL
The board of directors may provide a corporate seal which shall be in
the form of a circle and shall have inscribed thereon the name of the
Corporation and the words "Corporate Seal, Illinois." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced, provided that the affixing of the corporate seal to an
instrument shall
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not give the instrument additional force or effect, or change the construction
thereof, and the use of the corporate seal is not mandatory.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of
these By-laws or under the provisions of the Illinois Business Corporation Act,
a waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein for the meeting or other
action which is subject of the notice, shall be deemed equivalent to the giving
of such notice.
ARTICLE XII
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE
SECTION 1. AUTHORIZATION OF INDEMNIFICATION.
(a) 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, 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 such person is or was a director, officer, employee or
agent of the Corporation, or who 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 expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, if such person acted in good faith and in a manner he or she
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 or her 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
or she reasonably believed to be in or not opposed to the best interest of the
Corporation or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.
(b) 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 suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that such person 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 expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, if he or
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she acted in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the Corporation, provided that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his or her duty to the Corporation, unless and
only to the extent that 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 the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses as the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of the
Corporation has been successful, on the merits or otherwise, in the defense of
any action, suit or proceeding referred to in paragraphs (a) and (b) above, or
in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by and such person in connection therewith.
SECTION 2. AUTHORIZATION BY DIRECTORS, LEGAL COUNSEL OR SHAREHOLDERS.
Any indemnification under Section 1, paragraphs (a) and (b) of this Article XII
(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,
officer, employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in Section I of this Article
XII. Such determination shall be made: (a) by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding; or (b) if such a quorum is not obtainable or, even
if obtainable, a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the shareholders.
SECTION 3. REPAYMENT. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding, as authorized by the
board of directors in the specific case, upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount, unless
it shall ultimately be determined that he or she is entitled to be indemnified
by the Corporation as hereinabove provide.
SECTION 4. NOT EXCLUSIVE OF OTHER RIGHTS. The indemnification provided
by this Article XII (a) shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any other By-law,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding such office, and (b) shall 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 5. INSURANCE. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or who 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
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against such person and incurred by such person in any such capacity, or arising
out of his or her status as such, whether or not the Corporation has the power
to indemnify such person against such liability under the provisions of this
Article XII and whether or not such person is entitled to indemnification under
this Article XII.
SECTION 6. SHAREHOLDER NOTIFICATION. If the Corporation has paid
indemnity or has advanced expenses to a director, officer, employee or agent,
the Corporation shall report the indemnification or advance in writing to the
shareholders with or before the notice of the next shareholders meeting.
ARTICLE XIII
AMENDMENTS
The power to make, alter, amend, or repeal the By-laws of the
Corporation shall be reserved to either the holders of the voting common stock
of the Corporation, who may do so by a majority vote of all the voting shares
issued and outstanding, or by the board of directors, who may do so by a
majority vote. However, no By-law adopted by the shareholders after the adoption
of these By-laws may be altered, amended or repealed by the board of directors.
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