EXHIBIT 3.35
BY-LAWS
OF
ACTIVE PRODUCTS CORPORATION
ARTICLE 1
Identification
Section 1. Name. The name of the Corporation is ACTIVE PRODUCTS
CORPORATION (hereinafter referred to as the "Corporation").
Section 2. Principal Office. The principal office of the Corporation
shall be at Marion, Indiana.
Section 3. Seal. The seal of the Corporation shall be circular in form
and mounted upon a metal die, suitable for impressing the same upon paper. About
the upper periphery of the seal shall appear the words "Active Products
Corporation", and about the lower periphery thereof the word "Indiana". In the
center of the seal shall appear the words "Corporation Seal" and "1958".
Section 4. Fiscal Year. The fiscal year of the Corporation shall end on
the 31st day of October in each year.
ARTICLE 2
Capital Stock
Section 1. Consideration for Shares. The Board of Directors shall cause
the Corporation to issue the capital stock of the Corporation for such
consideration as has been fixed by such Board pursuant to the provisions of the
Articles of Incorporation.
Section 2. Payment for Shares. Subject to the provisions of the
Articles of Incorporation, the consideration for the issuance of shares of the
Capital Stock of the Corporation may be paid, in whole or in part, in money, in
other property, tangible or intangible, or in labor actually performed for, or
services actually rendered to, the Corporation; provided, however, that the part
of the surplus of a corporation which is transferred to capital upon the
issuance of shares as a shares dividend shall be deemed to be the consideration
for the issuance of such shares. When payment of the consideration for which a
share was authorized to be issued
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shall have been received by the Corporation, or when surplus shall have been
transferred to capital upon the issuance of a share dividend, such share shall
be declared and taken to be fully paid and not liable to any further call or
assessment, and the holder thereof shall not be liable for any further payments
thereon. In the absence of actual fraud in the transaction, the judgment of the
Board of Directors as to the value of such property, labor or services received
as consideration, or the value placed by the Board of Directors upon the
corporate assets in the event of a share dividend shall be conclusive.
Promissory notes, uncertified checks, or future services shall not be accepted
in payment or part payment of any of the Capital Stock of the Corporation.
Section 3. Certificates for Shares. Each holder of Capital Stock of the
Corporation shall be entitled to a certificate, signed by the President or a
Vice-President, and the Secretary or an Assistant Secretary, if any of the
Corporation, with the seal of the Corporation thereunto affixed, certifying the
number of shares owned by him in the Corporation. Such certificates shall be
substantially in the following form:
INCORPORATED UNDER THE LAWS OF THE
STATE OF INDIANA
Number Shares
ACTIVE PRODUCTS CORPORATION
Authorized Capital _________Shares _______ Par Value
THIS CERTIFIES THAT _________________is the owner of ______________full
paid and non assessable SHARES OF THE CAPITAL STOCK OF ACTIVE PRODUCTS
CORPORATION transferable on the books of the Corporation in person or by duly
authorized Attorney upon surrender of this Certificate properly endorsed.
IN WITNESS WHEREOF the said Corporation has caused this Certificate to
be signed by its duly authorized officers and this __________________day
of__________ A.D. 19___
_______________________________ ____________________________
Secretary President
(Corporate Seal)
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(Endorsement on Back of Certificate)
FOR VALUE RECEIVED, ___________hereby sell, assign and transfer unto
________________________________________________________________________________
________________________________________________________________________________
represented by the within Certificate, and do hereby irrevocably constitute and
appoint _________________________________________Attorney to transfer the said
Shares on the books of the within named Corporation with full power of
substitution in the premises.
Dated _____________________ 19____
In presence of
_____________________________ _______________________________
Section 4. Transfer of Stock. The Capital Stock of the Corporation
shall be transferable on the books of the Corporation upon surrender of the
certificate or certificates representing the same, properly endorsed by the
registered holder or by his duly authorized attorney, such endorsement or
endorsements to be witnessed by one witness. The requirement for such witnessing
may be waived in writing upon the form of endorsement by the President of the
Corporation.
Section 5. Equitable Interests in Stock Need Not be Recognized. The
Corporation and its officers shall be entitled to treat the holder of record of
any share or shares of stock of the corporation as the holder in fact thereof,
and accordingly shall not be required to recognize any equitable or other claim
to or interest in such share of shares on the part of any other person or
persons, whether or not express notice thereof shall have been given the
Corporation, save as expressly provided to the contrary by the laws of Indiana,
the Articles of Incorporation of the Corporation, or these By-Laws.
ARTICLE 3
Meetings of Shareholders
Section 1. Place of Meetings. Meetings of the Shareholders if the
Corporation shall be held at such place, within or without the State of Indiana,
as may be specified in the respective notices, or waivers of notice thereof.
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Section 2. Annual Meetings. The annual meeting of the Shareholders for
the election of Directors, and for the transaction of such other business as may
properly come before the meeting, shall be held at five o'clock in the after
noon of the second Tuesday in June of each year, if such day is not a legal
holiday, and if a holiday then on the first following day that is not a legal
holiday. If for any reason the annual meeting of the Shareholders shall not be
held at the time and place herein provided, the same may be held at any time
thereafter, or the business to be transacted at such annual meeting may be
transacted at any special meeting called for the purpose.
Section 3. Special Meetings. Special meetings of the Shareholders may
be called by the President, by the Board of Directors, or by Shareholders
holding not less than one-fourth of all the shares of Capital Stock outstanding.
Section 4. Notice of Meetings. A written or printed notice, stating the
place, day and hour of the meeting, any in case of a special meeting the purpose
or purposes for which the meeting is called, shall be delivered or mailed by the
Secretary or by Officers or persons calling meeting, to each holder of the
Capital Stock of Corporation at the time entitled to vote, at such address as
appears upon the records of the Corporation, at least ten days before the date
of the meeting. Notice of any such meeting may be waived in writing by any
Shareholder if the waiver sets forth in reasonable detail the purpose or
purposes for which the meeting is called and the time and place thereof.
Attendance at any meeting, in person or by proxy, shall constitute a waiver of
notice of such meeting.
Section 5. Voting at Meetings.
(a) Voting Rights. Except as otherwise provided by law or by the
provisions of the Articles of Incorporation, every holder of Capital Stock of
the Corporation shall have the right at all meetings of the Shareholders of the
Corporation to one vote for each share of stock standing in his name on the
books of the Corporation.
(b) Proxies. A shareholder may vote, either in person or by proxy
executed in writing by the Shareholder or a duly authorized attorney-in-fact. No
proxy shall be valid after eleven (11) months from the date of its execution,
unless a longer time is expressly provided therein.
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(c) Quorum. Unless otherwise provided by the Articles of
Incorporation, at any meeting of Shareholders, a majority of the shares of the
Capital Stock outstanding and entitle to vote, represented in person or by
proxy, shall constitute a quorum.
ARTICLE 4
The Board of Directors
Section 1. Annual Meeting. The Board of Directors shall meet each year
immediately after the annual meeting of the Shareholders, at the place where
such meeting of the Shareholders has been held, for the purpose of organization,
election of Officers, and consideration of any other business that may be
brought before the meeting. No notice shall be necessary for the holding of this
annual meeting. If such meeting is not held as above provided, the election of
Officers may be had at any subsequent meeting of the Board specifically called
in the manner provided in Section 2 of this Article.
Section 2. Other Meetings. Other meetings of the Board of Directors may
be held upon the call of the President, or of two or more members of the Board
of Directors, at any place within or without the State of Indiana, upon
forty-eight hours' notice, specifying the time, place and general purposes of
the meeting, given to each Director, either personally, by mailing or by
telegram. At any meeting at which all Directors are present, Notice of the time,
place and purpose thereof shall be deemed waived: and similar notice may
likewise be waived by deemed waived; and similar notice may likewise be waived
by absent Directors, either by written instrument or by telegram.
Section 3. Quorum. At any meeting of the Board of Directors, the
presence of a majority of the members of the Board of Directors then qualified
and acting shall constitute a quorum for the transaction of any business except
the filling of vacancies in the Board of Directors.
Section 4. Removal. Any Director may be removed, either for or without
cause, at any special meeting of Shareholders by the affirmative vote of a
majority in number of shares of the Shareholders of record present in person or
by proxy and entitled to vote for the election of such Director, if notice of
the intention to act upon such matter shall have been given in the notice
calling such meeting. If the notice calling such meeting shall so provide, the
vacancy caused by such removal may be filled at such meeting by vote of a
majority of the Shareholders present and entitled to vote for the election of
Directors.
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Section 5. Action by Unanimous Written Consent. If and when the
Directors shall severally or collectively consent in writing to any action to be
taken by the Corporation, such action shall be a valid corporate action as
though it had been authorized at a meeting of the Board of Directors.
ARTICLE 5.
The Officers of the Corporation
Section 1. Officers. The Officers of the Corporation shall consist of a
President, one or more Vice-Presidents, a Secretary and a Treasurer. Any two or
more offices may be held by the same person, except that the duties of the
President and of Directors by resolution may create and define the duties of
other offices in the Corporation, and may elect or appoint persons to fill such
offices.
Section 2. Vacancies. Whenever any vacancies shall occur in any office
by death, resignation, increase in the number of offices of the Corporation, or
otherwise, the same shall be filled by the Board of Directors, and the Officer
so elected shall hold office until his successor is chosen and qualified.
Section 3. The President. The President shall preside at all meetings
of Shareholders and Directors, discharge all the duties which devolve upon a
presiding Officer, and perform such other duties as this Code of By-laws
provided or the Board of Directors may prescribe.
The President shall have full authority to execute proxies in behalf of
the Corporation, to vote stock owned by it in any other corporation, and to
execute, with the Secretary, powers of attorney appointing other corporations,
partnerships, or individuals the agent of the Corporation, all subject to the
provisions of The Indiana General Corporation Act, of 1929, as amended, the
Articles of Incorporation and these By-Laws.
Section 4. The Vice-President. The Vice-President shall perform all
duties incumbent upon the President during the absence or disability of the
President, and perform such other duties as these By-Laws may require or the
Board of Directors may prescribe.
Section 5. The Secretary. The secretary shall have the custody and care
of the corporate seal, records, minutes and stock books of the Corporation. He
shall attend all meetings of the Shareholders and of the Board of Directors, and
shall
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Keep, or cause to be kept in a book provided for the purpose, a true and
complete record of the proceedings of such meetings, and shall perform a like
duty for all standing committees appointed by the Board of Directors, when
required. He shall attend to the giving and serving of all notices of the
Corporation, shall file and take charge of all papers and documents belonging to
the Corporation and shall perform such other duties as this Code of By-Laws may
require or the Board of Directors may prescribe.
Section 6. The Treasurer. The Treasurer shall keep correct and complete
records of account, showing accurately at all times the financial condition of
the Corporation. He shall be the legal custodian of all moneys, notes,
securities and other valuables which may from time to time come into the
possession of the Corporation. He shall immediately deposit all funds of the
Corporation coming into his hands in some reliable bank or other depositary to
be designated by the Board of Directors, and shall keep such bank account in the
name of the Corporation. He shall furnish all meetings of the Board of
Directors, or whenever requested, a statement of the financial condition of the
Corporation, and shall perform such other duties as these By-Laws may require or
the Board of Directors may prescribe. The Treasurer may be required to furnish
bond in such amount as shall be determined by the Board of Directors.
Section 7. Delegation of Authority. In case of the absence of any
Officer of the Corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may delegate the powers or duties of
such Officer to any other Officer or to any Director, for the time being,
provided a majority of the entire Board of Directors concurs therein.
Section 8. Removal. Any Officer may be removed either with or without
cause, at any time, by the vote of a majority of the actual number of Directors
elected and qualified, from time to time, at a special meeting called for the
purpose.
ARTICLE 6.
Corporate Books
Section 1. Place of Keeping, in General. Except as otherwise provided
by the laws of the State of Indiana, by the Articles of Incorporation of the
Corporation or by these By-Laws, the books and records of the Corporation may be
kept at such place or places, within or without the State of Indiana, as the
Board of Directors may from time to time by resolution determine.
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Section 2. Stock Register or Transfer Book. The original or duplicate
stock register or transfer book, or in case a stock registrar or transfer agent
shall be employed by the Corporation either within or without the State of
Indiana, a complete and accurate shareholders list, alphabetically arranged,
giving the names and addresses of all shareholders, the number and classes of
shares held by each, shall be kept at the principal office of the Corporation in
the State of Indiana.
ARTICLE 7
Contracts, Checks, Notes, etc.
Section 1. In General. All contracts and agreements authorized by the
Board of Directors, and all checks, drafts, notes, bonds, bills of exchange, and
orders for the payment of money, shall, unless otherwise directed by the Board
of Directors, or unless otherwise required by law, be signed by any two of the
following Officers, who are different persons: President, Vice-President,
Treasurer or Secretary. The Board of Directors may, however, authorize any one
of such Officers to sign checks, drafts and orders for the payment of money
singly and without necessity of countersignature, and may designate employees of
the Corporation, other than those named above, who may, in the name of the
Corporation, execute drafts, checks and orders for the payment of money in its
behalf.
ARTICLE 8
Amendments
Section 1. In General. The power to make, alter, amend or repeal these
By-Laws is vested in the Board of Directors, but such action shall be taken only
at a meeting of the Board of Directors specifically called for such purpose.
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