EXHIBIT 3.38
BYLAWS
OF
TOWER AUTOMOTIVE TOOLING SERVICES, INC.
A Michigan Corporation
ARTICLE I
OFFICES
1.1 Registered Office. The registered office of the corporation shall
be located at the address specified in the Articles of Incorporation or at such
other place as may be determined by the Board of Directors if notice thereof is
filed with the State of Michigan.
1.2 Other Offices. The business of the corporation may be transacted at
such locations other than the registered office, within or outside the State of
Michigan, as the Board of Directors may from time to time determine or as the
business of the corporation may require.
ARTICLE II
CAPITAL SHARES
2.1 Share Certificates. Certificates representing shares of the
corporation shall be in such form as is approved by the Board of Directors.
Certificates shall be signed in the name of the corporation by the Chairman of
the Board of Directors, the President, or a Vice President, and which also may
be signed by another officer of the corporation, and shall be sealed with the
seal of the corporation, if one is adopted. If an officer who has signed a
certificate ceases to be such officer before the certificate is issued, it may
be issued by the corporation with the same effect as if he or she were such
officer at the date of issue.
2.2 Replacement of Lost or Destroyed Certificates. If a share
certificate is lost or destroyed, no new certificate shall be issued in place
thereof until the corporation has received such assurances, representations,
warranties, or guarantees from the registered holder as the Board of Directors,
in its sole discretion, deems advisable and until the corporation receives such
indemnification against any claim that may be made on account of the lost or
destroyed certificate, or the issuance of any new certificate in place thereof,
including an indemnity bond in such amount and with such sureties, if any, as
the Board of Directors, in its sole discretion, deems advisable. Any new
certificate issued in place of any lost or destroyed certificate shall be
plainly marked "duplicate" upon its face.
2.3 Transfer of Shares; Shareholder Records. Capital shares of the
corporation shall be transferable only upon the books of the corporation. The
old certificates shall be surrendered to the corporation by delivery to the
person in charge of the transfer books of the corporation, or to such other
person as the Board of Directors may designate, properly endorsed for transfer
and the old certificates shall be cancelled before a new certificate is issued.
The corporation shall keep records containing the names and addresses of all
shareholders, the number, class, and series of shares held by each, and the date
when they respectively became holders of record
thereof at its registered office. The corporation shall be entitled to treat the
person in whose name any share, right, or option is registered as the owner
thereof for all purposes, including voting and dividends, and shall not be bound
to recognize any equitable or other claim, regardless of any notice thereof,
except as may be specifically required by the laws of the State of Michigan.
2.4 Rules Governing Share Certificates. The Board of Directors shall
have the power and authority to make such rules and regulations as they may deem
expedient concerning the issue, transfer, and registration of share
certificates.
2.5 Record Date for Share Rights. The Board of Directors may fix in
advance a date not exceeding sixty (60) days preceding the date of payment of
any dividend or other distribution, or the date for the allotment of rights, or
the date when any change or conversion or exchange of capital shares shall go
into effect, as a record date for the determination of the shareholders entitled
to receive payment of any such dividend or other distribution, or any such
allotment of rights, or to exercise rights with respect to any such change,
conversion, or exchange of capital shares and, in such case, only shareholders
of record on the date so fixed shall be entitled to receive payment of such
dividend or other distribution, or allotment of rights, or exercise such rights,
as the case may be, notwithstanding the transfer of any shares on the books of
the corporation after such record date. If the Board of Directors shall fail to
fix a record date, the record date for the purposes specified herein shall be
the close of business on the date on which the resolution of the Board of
Directors relating thereto is adopted.
2.6 Dividends. The Board of Directors, in its discretion, may from time
to time declare and direct payment of dividends or other distributions upon the
corporation's outstanding shares out of funds legally available for such
purposes, which dividends may be paid in cash, the corporation's bonds, or the
corporation's property, including the shares or bonds of other corporations.
In addition to the declaration of dividends or other distributions
provided in the preceding paragraph of this Section 2.6, the Board of Directors,
in its discretion, may from time to time declare and direct payment of a
dividend in shares of this corporation, upon its outstanding shares, in
accordance with and subject to the provisions of the Business Corporation Act of
Michigan.
ARTICLE III
SHAREHOLDERS
3.1 Place of Meetings. Meetings of shareholders shall be held at the
registered office of the corporation or at such other place, within or outside
the State of Michigan, as may be determined from time to time by the Board of
Directors; provided, however, that if a shareholders meeting is to be held at a
place other than the registered office, the notice of the meeting shall
designate such place.
3.2 Annual Meeting. Annual meetings of shareholders for election of
directors and for such other business as may come before the meeting shall be
held on the third Tuesday of the third month following the end of the fiscal
year in each year, but if such day is a legal holiday, then the meeting shall be
held on the first business day following, at such time as may be fixed by the
Board of Directors, or at such other date and time within the four (4) months
next
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succeeding the end of the corporation's fiscal year as may be designated by the
Board of Directors and stated in the notice of the meeting. If the annual
meeting is not held on the date specified, the Board of Directors shall cause
the meeting to be held as soon thereafter as convenient.
3.3 Special Meetings. Special meetings of shareholders may be called by
the Chairman of the Board, the President, or the Secretary and shall be called
by one of them pursuant to resolution therefor by the Board of Directors, or
upon receipt of a request in writing, stating the purpose or purposes thereof,
and signed by shareholders of record owning a majority of the issued and
outstanding voting shares of the corporation.
3.4 Record Date for Notice and Vote. The Board of Directors may fix in
advance a date not more than sixty (60) nor less than ten (10) days before the
date of a shareholders meeting as the record date for the purpose of determining
shareholders entitled to notice of and to vote at the meeting or adjournments
thereof or to express consent or to dissent from a proposal without a meeting.
If the Board of Directors fails to fix a record date as provided in this Section
3.4, the record date for determination of shareholders entitled to notice of or
to vote at a shareholders meeting shall be the close of business on the day on
which notice is given or, if no notice is given, the day next preceding the day
on which the meeting is held, and the record date for determining shareholders
entitled to express consent or to dissent from a proposal without a meeting
shall be the close of business on the day on which the resolution of the Board
of Directors relating to the proposal is adopted.
3.5 Notice of Meetings. Written notice of the time, place, and purpose
of any shareholders meeting shall be given to shareholders entitled to vote
thereat not less than ten (10) nor more than sixty (60) days before the date of
the meeting. Such notice may be given either by delivery in person to
shareholders, by mailing such notice to shareholders at their addresses as the
same appear in the records of the corporation, or by electronic transmission;
provided, however, that attendance of a person at a shareholders meeting, in
person or by proxy, constitutes a waiver of notice of the meeting, except when
the shareholder attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
was not lawfully called or convened.
3.6 Voting Lists. The corporation's officer or the agent having charge
of its share transfer books shall prepare and certify a complete list of the
shareholders entitled to vote at a shareholders meeting or any adjournment
thereof, which list shall be arranged alphabetically within each class and
series and shall show the address of, and number of shares held by, each
shareholder. The list shall be produced at the time and place of the
shareholders meeting and be subject to inspection, but not copying, by any
shareholder at any time during the meeting for the purpose of determining who is
entitled to vote at the meeting. If for any reason the requirements with respect
to the shareholder list specified in this Section 3.6 have not been complied
with, any shareholder, either in person or by proxy, who in good faith
challenges the existence of sufficient votes to carry any action at the meeting,
may demand that the meeting be adjourned and the same shall be adjourned until
the requirements are complied with; provided, however, that failure to comply
with such requirements does not affect the validity of any action taken at the
meeting before such demand is made.
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3.7 Voting. Except as may be otherwise provided in the Articles of
Incorporation, each shareholder entitled to vote at a shareholders meeting, or
to express consent or dissent without a meeting, shall be entitled to one vote,
in person or by written proxy, for each share entitled to vote held by such
shareholder; provided, however, that no proxy shall be voted after three (3)
years from its date unless the proxy provides for a longer period. A vote may be
cast either orally or in writing as announced or directed by the person
presiding at the meeting prior to the taking of the vote. When an action other
than the election of directors is to be taken by vote of the shareholders, it
shall be authorized by a majority of the votes cast by the holders of shares
entitled to vote thereon, unless a greater plurality is required by the express
provisions of the Michigan Business Corporation Act or the Articles of
Incorporation. Except as otherwise expressly required by the Articles of
Incorporation, directors shall be elected by a plurality of the votes cast at an
election.
3.8 Quorum. Except as may be otherwise provided in the Articles of
Incorporation, shares equaling a majority of all of the voting shares of the
corporation issued and outstanding, represented in person or by proxy, shall
constitute a quorum at a meeting. Meetings at which less than a quorum is
represented may be adjourned by a vote of a majority of the shares present to a
future date without further notice other than the announcement at such meeting
and, when a quorum shall be present upon such adjourned date, any business may
be transacted which might have been transacted at the meeting as originally
called. Shareholders present in person or by proxy at any shareholders meeting
may continue to do business until adjournment, notwithstanding the withdrawal of
shareholders to leave less than a quorum.
3.9 Conduct of Meetings. The officer who is to preside at meetings of
shareholders pursuant to Article V of these Bylaws, or his or her designee,
shall determine the agenda and the order in which business shall be conducted
unless the agenda and the order of business have been fixed by the Board of
Directors. Such officer or designee shall call meetings of shareholders to order
and shall preside unless otherwise determined by the affirmative vote of a
majority of all the voting shares of the corporation issued and outstanding,
other than treasury shares. The Secretary of the corporation shall act as
Secretary of all meetings of shareholders, but in the absence of the Secretary
at any shareholders meeting, or his or her inability or refusal to act as
Secretary, the presiding officer may appoint any person to act as Secretary of
the meeting.
3.10 Inspector of Elections. The Board of Directors may, in advance of
a shareholders meeting, appoint one or more inspectors to act at the meeting or
any adjournment thereof. In the event inspectors are not so appointed, or an
appointed inspector fails to appear or act, the person presiding at the
shareholders meeting may, and on request of a shareholder entitled to vote
thereat, shall, appoint one or more persons to fill such vacancy or vacancies or
to act as inspector. The inspector(s) shall determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine challenges and questions arising
in connection with the right to vote, count, and tabulate votes, ballots, or
consents, determine the results, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders.
3.11 Any Action by Shareholders Without a Meeting. Any action which is
required to be taken or which may be taken at any annual or special shareholders
meeting may be taken without a meeting, without prior notice, and without a
vote, if before or after the action, the
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holders of all the outstanding shares of the corporation consent in writing.
Electronic transmission of consents is permitted.
3.12 Meeting Participation by Use of Remote Communication. Shareholders
may participate in a shareholders meeting by using a conference telephone or
similar communication equipment by means of which all persons participating in
the meeting can communicate with each other; provided that all participants in
the meeting are advised of the use of such equipment and the name of each
participant in the conference is disclosed to all other participants.
Participation in a meeting pursuant to this Section 3.12 shall constitute
presence at the meeting.
ARTICLE IV
DIRECTORS
4.1 Board of Directors. Except as may otherwise be provided in the
Articles of Incorporation or these Bylaws, the business and affairs of the
corporation shall be managed by a Board of Directors. The Board of Directors
shall consist of two (2) to five (5) members who need not be shareholders.
Directors shall be nominated by the Board of Directors, shall be elected
annually at each annual shareholders meeting, and shall hold office for a term
of one year and until their successors are elected and qualified or until their
earlier resignation or removal.
4.2 Resignation and Removal. A director may resign by written notice to
the corporation, which resignation is effective upon its receipt by the
corporation or at a subsequent time as set forth in the notice. Any director or
the entire Board of Directors may be removed, with or without cause, by vote of
the holders of a majority of the shares entitled to vote at an election of
directors.
4.3 Vacancies and Increase in Number. Vacancies on the Board of
Directors occurring for any reason, including an increase in the number of
directors, may be filled only by a majority vote of the shareholders at a
regular or special shareholders meeting. A director chosen to fill a vacancy
occurring for any reason, including an increase in the number of directors,
shall hold office until the next election of directors by the shareholders or
until his or her earlier resignation or removal.
4.4 Place of Meetings and Records. The directors shall hold their
meetings and maintain the minutes of the proceedings of meetings of
shareholders, the Board of Directors, and committees of the Board of Directors,
if any, and keep the books and records of account for the corporation in such
place or places, within or outside the State of Michigan, as the Board of
Directors may from time to time determine.
4.5 Annual Meetings. The annual meeting of the Board of Directors shall
be held, without notice other than this Section 4.5, at the same place and
immediately after the annual shareholders meeting. If such meeting is not so
held, whether because a quorum is not present or for any other reason, or if the
directors were elected by written consent without a meeting, the annual meeting
of the Board of Directors shall be called in the same manner as hereinafter
provided for special meetings of the Board of Directors.
4.6 Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board.
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Any notice given of a regular meeting need not specify the business to be
transacted or the purpose of the meeting.
4.7 Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President and shall be called by one
of them on the written request of any one (1) director, upon at least two (2)
days written notice to each director, or twenty-four (24) hours notice, given
personally or by telephone or telegram. The notice does not need to specify the
business to be transacted or the purpose of the special meeting. Attendance of a
director at a special meeting constitutes a waiver of notice of the meeting,
except where a director attends the meeting for the express purpose of objecting
at the beginning of the meeting to the transaction of any business because the
meeting was not lawfully called or convened.
4.8 Quorum and Vote. A majority of the members of the Board then in
office constitutes a quorum for the transaction of business, and the vote of a
majority of the members present at any meeting at which a quorum is present
constitutes the action of the Board of Directors, unless the vote of a larger
number is specifically required by the Articles of Incorporation or these
Bylaws. If a quorum is not present, the members present may adjourn the meeting
from time to time and to another place, without notice other than announcement
at the meeting, until a quorum is present.
4.9 Action Without a Meeting. Any action required or permitted to be
taken pursuant to authorization voted at a meeting of the Board of Directors, or
any committee thereof, may be taken without a meeting if, before or after the
action, all members of the Board of Directors, or such committee, consent
thereto in writing. Electronic transmission of consents is permitted. The
written consent shall be filed with the minutes of the proceedings of the Board
of Directors or committee and the consent shall have the same effect as a vote
of the Board of Directors or committee for all purposes.
4.10 Report to Shareholders. The Board of Directors shall cause a
financial report of the corporation for the preceding fiscal year to be made and
distributed to each shareholder within four months after the end of each fiscal
year. The report shall include the corporation's statement of income, its
year-end balance sheet, and, if prepared by the corporation, its statement of
source and application of funds.
4.11 Corporate Seal. The Board of Directors may authorize a suitable
corporate seal, which seal shall be kept in the custody of the Secretary and
used by the Secretary.
4.12 Compensation of Directors. By resolution of the Board of
Directors, the directors may be paid their expenses, if any, of attendance at
meetings of the Board or of any committee of which they are a member. Directors
shall be paid no other compensation or fees for their services as directors
without the prior approval of the shareholders by the affirmative vote of not
less than three-fourths (3/4) of the voting shares of the corporation issued and
outstanding, and compensation so established shall not be altered, modified or
rescinded without the same affirmative vote.
4.13 Meeting Participation by Use of Remote Communication. Members of
the Board of Directors, or of any committee designated by the Board, may
participate in a meeting of the Board or committee, as the case may be, by using
a conference telephone or similar
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communications equipment by means of which all persons participating in the
meeting can communicate with each other. Participation in a meeting pursuant to
this Section 4.13 shall constitute presence at the meeting.
ARTICLE V
OFFICERS
5.1 Officers. The officers of the corporation shall be a President, a
Treasurer, and a Secretary, all of whom shall be elected by the Board of
Directors. In addition, the Board of Directors may elect a Chairman and one or
more Vice Presidents who shall also be officers of the corporation if elected.
Each officer shall hold office until his or her successor is elected and
qualified or until his or her earlier resignation or removal. None of the
officers of the corporation, other than the Chairman, need be directors. The
officers shall be elected at the first meeting of the Board of Directors after
each annual shareholders meeting. Any two (2) or more offices may be held by the
same person, but an officer shall not execute, acknowledge, or verify any
instrument in more than one capacity if the instrument is required by law to be
executed, acknowledged, or verified by two (2) or more officers.
5.2 Other Officers and Agents. The Board of Directors may appoint such
other officers and agents as it may deem advisable, who shall hold their offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the Board of Directors. The Board may, by
specific resolution, empower the Chairman, the President, or the executive
committee, if such a committee has been designated by the Board, to appoint such
subordinate officers or agents and to determine their powers and duties.
5.3 Removal. The Chairman, President, any Vice President, Secretary,
and Treasurer may be removed at any time, with or without cause, but only by the
affirmative vote of a majority of the whole Board of Directors. Any Assistant
Secretary or Assistant Treasurer, or subordinate officer or agent appointed
pursuant to Section 5.2, may be removed at any time, with or without cause, by
action of the Board of Directors or by the committee or officer, if any,
empowered to appoint such Assistant Secretary or Assistant Treasurer or
subordinate officer or agent.
5.4 Compensation of Officers. Compensation of officers for services
rendered to the corporation shall be established by the Board of Directors.
5.5 Chairman. The Chairman of the Board of Directors, if one is
elected, shall be elected by the directors from among the directors then
serving. The Chairman of the Board shall preside at all meetings of the
shareholders and at all meetings of the Board of Directors and shall perform
such other duties as may be determined by resolution of the Board of Directors
including, if the Board shall so determine, acting as the chief executive
officer of the corporation, in which case the Chairman shall have general
supervision, direction, and control of the business of the corporation and shall
have the general powers and duties of management usually vested in or incident
to the office of the chief executive officer of a corporation.
5.6 President. Unless the Board shall determine otherwise, the
President shall be the chief executive officer as well as the chief operating
officer of the corporation and shall have general supervision, direction, and
control of the business of the corporation as well as the duty
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and responsibility to implement and accomplish the objectives of the
corporation. In the absence or nonelection of a Chairman, the President shall
preside at all meetings of shareholders and at all meetings of the Board of
Directors. The President shall perform such other duties as may be assigned by
the Board of Directors.
5.7 Vice Presidents. Each Vice President shall have such power and
shall perform such duties as may be assigned by the Board of Directors and may
be designated by such special titles as the Board of Directors shall approve.
5.8 Treasurer. The Treasurer shall have custody of the corporate funds
and securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the corporation. The Treasurer shall deposit
all money and other valuables in the name and to the credit of the corporation
in such depositories as may be selected by the Board of Directors. The Treasurer
shall disburse the funds of the corporation as may be ordered by the Board of
Directors, or the chief executive officer, taking proper vouchers for such
disbursements. In general, the Treasurer shall perform all duties incident to
the office of Treasurer and such other duties as may be assigned by the Board of
Directors.
5.9 Secretary. The Secretary shall give or cause to be given notice of
all meetings of shareholders and directors and all other notices required by law
or by these Bylaws; provided, however, that in the case of the Secretary's
absence, or refusal or neglect to do so, any such notice may be given by any
person so directed by the chief executive officer or by the directors, or by the
shareholders upon whose requisition the meeting is called, as provided in these
Bylaws. The Secretary shall record all the proceedings of meetings of
shareholders and of the directors in one or more books provided for that purpose
and shall perform all duties incident to the office of Secretary and such other
duties as may be assigned by the Board of Directors.
5.10 Assistant Treasurers and Assistant Secretaries. Assistant
Treasurers and Assistant Secretaries, if any shall be appointed, shall have such
powers and shall perform such duties as shall be assigned to them by the Board
of Directors or by the officer or committee who shall have appointed such
Assistant Treasurer or Assistant Secretary.
5.11 Bonds. If the Board of Directors shall require, the Treasurer, any
Assistant Treasurer, or any other officer or agent of the corporation shall give
bond to the corporation in such amount and with such surety as the Board of
Directors may deem sufficient, conditioned upon the faithful performance of his
or her respective duties and offices.
ARTICLE VI
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
6.1 Contracts. The Board of Directors may authorize any officer, or
officers, or agent, or agents, 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.
6.2 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 authorization may be general or
confined to specific instances.
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6.3 Checks. 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, or 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.
6.4 Deposits. All funds of the corporation, not otherwise employed,
shall be deposited to the credit of the corporation in such banks, trust
companies, or other depositories as the Board of Directors may select.
ARTICLE VII
MISCELLANEOUS
7.1 Fiscal Year. The fiscal year of this corporation shall be fixed by
resolution of the Board of Directors.
7.2 Notices. Whenever any written notice is required to be given under
the provisions of any law, the Articles of Incorporation, or by these Bylaws, it
shall not be construed or interpreted to mean personal notice, unless expressly
so stated, and any notice so required shall be deemed to be sufficient if given
in writing by mail, by depositing the same in a Post Office box, postage
prepaid, addressed to the person entitled thereto at his or her address as it
appears in the records of the corporation. When a notice or communication is
permitted by the Michigan Business Corporation Act to be given in writing,
electronic transmission is written notice. When a notice or communication is
permitted by the Michigan Business Corporation Act to be transmitted
electronically, the notice or communication is given when electronically
transmitted to the person entitled to the notice or communication in a manner
authorized by the person. Such notice shall be deemed to have been given at the
time and on the day of such mailing. Shareholders not entitled to vote shall not
be entitled to receive notice of any meetings, except as otherwise provided by
law or these Bylaws.
7.3 Waiver of Notice. Whenever any notice is required to be given under
the provisions of any law, the Articles of Incorporation, or these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
7.4 Voting of Securities. Securities of another corporation, foreign or
domestic, standing in the name of this corporation, which are entitled to vote
may be voted, in person or by proxy, by the Chairman or the President of this
corporation or by such other or additional persons as may be designated by the
Board of Directors.
7.5 Compensation Repayment. If the compensation paid to any officer of
the corporation for any fiscal year is challenged by the Internal Revenue
Service as excessive so as to call into question the corporation's deduction of
such compensation for federal income tax purposes and, if such challenge is
resolved, either by compromise or litigation, in a manner which disallows the
deduction, or any part thereof, then such officer shall repay said compensation
to the corporation to the extent the corporation's deduction therefor has been
disallowed.
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ARTICLE VIII
INDEMNIFICATION
The corporation shall indemnify to the fullest extent authorized or
permitted by the Michigan Business Corporation Act any person, and his or her
estate and personal representatives, who is made or threatened to be made a
party to an action, suit, or proceeding, whether civil, criminal, administrative
or investigative, because such person is or was a director, officer, or employee
of the corporation or serves or served any other enterprise at the request of
the corporation.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended or repealed or new Bylaws adopted by a
majority vote of the Board of Directors at any regular or special meeting, with
or without prior notice of intent to do so, or by vote of the holders of a
majority of the outstanding voting shares of the corporation at any annual or
special meeting if notice of the proposed amendment, repeal, or adoption is
contained in the notice of the meeting.
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