Exhibit 3.12
BYLAWS
OF
OSWEGO WIRE INCORPORATED
BYLAWS
OF
OSWEGO WIRE INCORPORATED
ARTICLE I.
Offices
The principal office of the Corporation in the State of Texas shall be
located in the City of Scottsville, County of Harrison. The Corporation may have
such other offices, either within or without the State of Texas, as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.
The registered office of the Corporation in the State of Texas may be, but
need not be, identical with the principal office in the State of Texas, 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 shall be
held on the date determined by resolution of the Board of Directors and shall be
for the purpose of electing Directors and for the transaction of such other
business as may come before the meeting. If the day fixed for the annual meeting
shall be a legal holiday in the State of Texas, such meeting shall be held on
the next succeeding business day. If the election of Directors shall not be held
on the day designated herein for the annual meeting of the Shareholders, or at
any adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the Shareholders as soon thereafter as convenient.
Section 2. Special Meetings. Special meetings of the Shareholders may be
called by the majority of the members of the Board of Directors, the Chairman of
the Board, if any, or the President, and shall be called by the President at the
request of the holders of not less than one-
tenth (1/10th) of all the outstanding shares of the Corporation entitled to vote
at the meeting for any purpose or purposes, unless otherwise prescribed by
statute.
Section 3. Place of Meeting. Meetings of Shareholders may be held at any
place designated in the notice or waiver of notice of the meeting, either within
or without the State of Texas. If no designation is so made, meetings of
Shareholders shall be held at the principal office of the Corporation.
Section 4. Notice of Meeting. Written or printed notice stating the place,
day and hour of the meeting, and in 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 fifty (50) days before the date of the meeting, either
personally or by mail, by or at the direction of the President or the Secretary,
or the officer or 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 his address as it appears on the stock transfer books of the Corporation,
with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of Record Date. The Board
of Directors of the Corporation may provide that the stock transfer books be
closed for a stated period not to exceed fifty (50) days for the purpose of
determining Shareholders entitled to notice of or to vote at any meeting of
Shareholders or any adjournment thereof, or Shareholders entitled to receive
payment of any dividend, or in order to make a determination of Shareholders for
any other proper purpose. If the stock transfer books are closed as set forth in
this Section, the books shall be closed for at least ten (10) days immediately
preceding the meeting. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of Shareholders, the date to be not more than fifty (50) days, and
in case of a meeting of Shareholders not less than ten (10) days, prior to the
date on which the particular action requiring determination of Shareholders is
to be taken. If the stock transfer books are not closed and no record date is
fixed for 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
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of the Board of Directors declaring such dividend is adopted, as the case may
be, shall be the record date for determination of Shareholders. When a
determination of Shareholders entitled to Vote at any meeting of Shareholders
has been made as provided in this Section, such determination shall apply to any
adjournment thereof except where the determination has been made by closing the
stock transfer books and the stated period of closing has expired.
Section 6. Voting Lists. The officer or agent having charge of the stock
transfer books of the Corporation shall make a complete alphabetical list of
Shareholders entitled to vote at such meeting, or any adjournment thereof, their
addresses and the number of shares held by each, 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 at
any time during usual business hours. The Shareholder 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 entire meeting. The original
stock transfer books shall be prima facie evidence as to Shareholders entitled
to examine such list or transfer books or to vote at any meeting of
Shareholders.
Section 7. Quorum. The holders of a majority of the outstanding shares of
the Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of Shareholders unless otherwise provided in
the Articles of Incorporation. If the holders of less than a majority of the
outstanding shares are represented at a meeting, the holders of a majority of
the shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified. The Shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough Shareholders to leave less than a quorum.
Section 8. Proxies. At all meetings of Shareholders, a Shareholder may
vote by proxy executed in writing by the Shareholder or by his duly authorized
attorney--in--fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting.
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No proxy will be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.
Section 9. Voting of Shares. Each outstanding share entitled to vote shall
be entitled to one vote on each matter for which it is entitled to vote unless a
contrary number or percentage of votes for such share is specifically set forth
in the Articles of Incorporation of the Corporation.
Section 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by an officer, agent, or proxy as
designated in the bylaws of such corporation, or in the absence of such
designation, as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian, or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without transfer of such shares into his name.
Shares standing 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 into his name if authority to do so be 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.
Shares standing in the name of the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
Section 11. Order of Business and Rules of Procedure. At all annual and
special meetings of Shareholders the following order of business may be used to
the extent the chairman of the meeting determines the order to be helpful:
(1) Call to order;
(2) Election of a Chairman and appointment of a Secretary of the
meeting;
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(3) Presentation of proof of due calling and notice of the meeting;
(4) Presentation and examination of proxies;
(5) Ascertainment and announcement of presence of quorum;
(6) Approval of or waiver of approval of prior minutes;
(7) Reports of officers;
(8) Nomination of Directors;
(9) Receipt of motions and resolutions;
(10) Discussion of election of Directors, motions and resolutions;
(11) Vote on Directors, motions and resolutions;
(12) Any other unfinished business;
(13) Any other new business;
(14) Adjournment.
Section 12. Inspectors of Election. In advance of any meeting of
Shareholders, the Board of Directors may appoint one (1) or more inspectors of
election. If an appointment of election inspectors is made and any appointed
person fails to serve, the Chairman of the meeting may appoint a replacement. If
an inspector of election is appointed, he shall: (a) determine the number of
shares outstanding, the voting power of each share, the number of shares
represented at the meeting, the existence of a quorum, and the authenticity,
validity and effect of proxies; (b) receive votes, assents and consents, and
hear and determine all challenges and questions in any way arising in connection
with a vote; (c) count and tabulate all votes, assents and consents, and
determine and announce results; and (d) do all other acts as may be proper to
conduct elections or votes with fairness to all Shareholders.
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ARTICLE III.
Board Of Directors
Section 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of Directors of
the Corporation shall be the number of the members of the initial Board of
Directors as set forth in the Articles of Incorporation or such other number,
not less than one (1) , as may be specified in an amendment to this provision of
the Bylaws. Each Director shall hold office until the next annual meeting of
Shareholders or until his successor shall have been duly elected and qualified.
Any Director or the entire Board of Directors may be removed at any time, with
or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of Directors or by the unanimous consent action
of Shareholders as provided in Article XIII of these Bylaws. Directors need not
be residents of the State of Texas or Shareholders of the Corporation.
Section 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held without notice other than this Bylaw immediately after, and at the
same place as, the annual meeting of Shareholders. By resolution, the Board of
Directors may provide the time and place, either within or without the State of
Texas, for the holding of additional regular meetings without notice other than
such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any Director. 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 Texas, as the place for holding
any special meeting of the Board of Directors called by them.
Section 5. Notice. Notice of any special meeting, effective upon delivery
in accordance herewith, shall be given at least one (1) day prior thereto by
oral or written notice delivered personally, or by written notice mailed to each
Director at his business address or by telegram. If mailed, the notice shall be
deemed to be delivered three (3) days following its
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deposit in the United States mail so addressed, with postage thereon prepaid. If
notice is given by telegram, it shall be deemed to be delivered when delivered
to the telegraph company. The attendance of a Director at a 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. 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 of such meeting.
Section 6. Quorum. A majority of the number of Directors fixed by Section
2 of this Article III shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less than such majority is
present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
Section 7. 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.
Section 8. Vacancies. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors. A Director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
Any directorship to be filled by reason of an increase in the number of
Directors shall be filled by election at an annual meeting or at a special
meeting of Shareholders called for that purpose or by the Board of Directors for
a term of office continuing only until the next election of one or more
Directors by the Shareholders; provided that the Board of Directors may not fill
more than two such directorships during the period between any two successive
annual meetings of Shareholders.
Section 9. Compensation. By resolution of the Board of Directors, the
Directors may be paid a fixed sum and/or their expenses of attendance, if any,
at each meeting of the Board of Directors, or may be paid a stated salary for
acting as a Director. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
Section 10. Presumption of Assent. A Director who is present at a meeting
of the
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Board of Directors shall be presumed to have assented to any action taken
thereat unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the secretary of
the meeting before adjournment thereof or shall forward his dissent by
registered mail to the Secretary of the Corporation immediately after
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.
Section 11. Committees. By resolution adopted by a majority of the full
Board of Directors, the Directors may designate an Executive Committee and one
(1) or more other committees from its members, each of which shall exercise such
authority and responsibility as may be set forth in the resolution establishing
the same, subject to the provisions of Article 2.36 of the Texas Business
Corporation Act. Each such committee shall serve at the pleasure of the Board of
Directors, and shall establish its own administrative and operational rules and
procedures, but shall be required to keep accurate records of all actions taken
by it.
ARTICLE IV.
Officers
Section 1. Number. The officers of the Corporation shall be a President
and a Secretary, each of whom shall be elected by the Board of Directors. Such
other officers, including a Chairman of the Board, one (1) or more
Vice--Presidents (the number thereof to be determined by the Board of
Directors), a Treasurer, and assistant officers as the Board of Directors may
deem to be necessary may be elected or appointed by the Board of Directors. Any
two (2) or more offices may be held by the same person. If any two (2) or more
offices are held by the same person, such person shall be entitled to exercise
the rights and duties of each such office as set forth hereinafter I f the
holder of two (2) or more corporate offices is required to sign any corporate
documents, instruments, certificates, agreements, or any other documents on the
Corporation's behalf, then the signature of such person in any one (1) of his
capacities shall be sufficient to bind the Corporation.
Section 2. Election and Term of Office. The officers of the Corporation
shall be elected at the annual meeting of the Board of Directors to be held
immediately after, and at the
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same place as, the annual meeting of the Shareholders. If the election of
officers shall not be held at the annual meeting, such election shall be held as
soon thereafter as may be convenient. Each officer shall hold office until his
death, resignation or removal, or until his successor shall have been duly
elected and shall have qualified.
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 interests of the Corporation would be served thereby, but the removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. Vacancies. A vacancy in any office resulting from 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 of Directors,
if a Chairman of the Board is elected by the Directors, shall be the chief
executive officer of the Corporation, and subject to the Board of Directors,
shall in general supervise and control all of the affairs of the Corporation. He
shall preside at all meetings of the Shareholders and of the Board of Directors.
Section 6. President. Subject to the Chairman of the Board, if any, and
the Board of Directors itself, the President shall in general supervise and
control all of the business and affairs of the Corporation. He may sign, with
the Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Chairman of the Board of Directors, if any,
and the Board of Directors from time to time.
Section 7. Vice-Presidents. In the absence of the President or in the
event of his
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death, inability, or refusal to act, the Vice-President, if any (or in the event
there be more than one (1) Vice-President, the Vice-Presidents in the order
designated at the time of their election, or in the absence of any designation
then in the order of their election) shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice-President may sign with the Secretary
or an Assistant Secretary, certificates for shares of the Corporation, and shall
perform such other duties as from time to time may be assigned to him by the
Chairman of the Board of Directors, if any, the President or by the Board of
Directors.
Section 8. Secretary. The Secretary shall: (a) keep the minutes of the
Shareholders' and of the Board of Directors' meetings in one (1) or more books
provided for that purpose; (b) see that all notices are given in accordance with
the provisions of these Bylaws 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 President or a Vice-President
certificates for shares of the Corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f) have general charge
of the stock transfer books of the Corporation; and (g) in general perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him by the Chairman of the Board of Directors, if any,
the President or by the Board of Directors.
Section 9. Treasurer. The Treasurer, if any and if required by the Board
of Directors, shall give a bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors shall determine.
He shall: (a) have charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever; (c) deposit all such
moneys in the name of the Corporation in the banks, trust companies, or other
depositories as shall be selected in accordance with the provisions of Article
VI of these Bylaws; and (d) in general perform all of the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Chairman of the Board of Directors, if any, the
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President or by the Board of Directors.
Section 10. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries, when authorized by the Board of Directors, may sign with the
President or a Vice-President certificates for shares of the Corporation, the
issuance of which shall have been authorized by a resolution of the Board of
Directors. If required by the Board of Directors, the Assistant Treasurers shall
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant Secretaries
and Assistant Treasurers, in general, shall perform the duties of the Secretary
or the Treasurer, respectively, in his absence and such other duties as shall be
assigned to them by the Secretary or the Treasurer, respectively, or by the
Chairman of the Board of Directors, if any, the President or the Board of
Directors.
Section 11. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving his salary by reason of the fact that he is also a Director of the
Corporation. Any payments made to an officer of the Corporation such as salary,
commission, bonus, interest, rent, or entertainment expense incurred by him
which shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service shall be reimbursed by the officer to the Corporation
to the full extent of the disallowance.
Section 12. Securities of Other Corporations. The President or any Vice
President of the Corporation shall have power and authority to transfer, endorse
for transfer, vote, consent or take any other action with respect to any
securities of another issuer which may be held or owned by the Corporation and
to make, execute and deliver any waiver, proxy or consent with respect to any
such securities and otherwise to exercise any and all rights and powers which
the Corporation may possess by reason of its ownership of securities in such
other corporation.
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ARTICLE V.
Indemnification Of Directors, Officers, Employees And Agents
The Corporation shall indemnify its past and present Directors, officers,
employees and agents to the fullest extent permitted and in the manner provided
by Article 2.02-1 of the Texas Business Corporation Act, and other applicable
law, against any liability asserted against any such person and incurred by him
in such a capacity or arising out of his status as such a person, including
reasonable expenses incurred by such person 2.n connection with a proceeding
relating to such liability. In addition, the Corporation may purchase liability
insurance for such persons against any such liability.
ARTICLE VI.
Contracts, Loans, Checks And Deposits
Section 1. Contracts. The Board of Directors may authorize any officer,
officers, 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.
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. This authorization may be
general or confined to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for
the payment of monies, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by such officer, 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 to the credit of the Corporation in such banks, trust
companies, or other depositories as the Board of Directors may select from time
to time.
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ARTICLE VII.
Certificates For Shares And Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in the form as shall be determined by the Board of
Directors. The certificates shall be signed by the President or a
Vice--President and by the Secretary or an Assistant Secretary. All certificates
for shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be cancelled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
cancelled, except that in the case of a lost, destroyed, or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the Corporation as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the Corporation shall
be made only on the stock transfer books of the Corporation, by the holder of
record thereof or by his legal representative or his attorney-in-fact authorized
by power of attorney, or such other evidence of authority as may be appropriate,
duly executed and filed with the Secretary of the Corporation, and upon
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
ARTICLE VIII.
Fiscal Year
The fiscal year of the Corporation shall be a calendar year.
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ARTICLE IX.
Dividends
The Board of Directors may declare, and the Corporation may pay, dividends
on its outstanding shares from time to time in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.
ARTICLE X.
Seal
The Board of Directors may adopt a corporate seal which shall be circular
in form and shall have inscribed thereon the name of the Corporation and the
state of incorporation. If a corporate seal is adopted it may be used by causing
it, or a facsimile thereof, to be affixed to documents of any nature executed by
corporate officers or agents; provided, however, it shall not be necessary for a
document executed in the name and on behalf of the Corporation by any authorized
officer or agent to have a seal affixed in order to fully bind the Corporation,
and the adoption of a corporate seal shall not be construed in any way to
require the use of a corporate seal in order for an otherwise properly executed
document to be fully binding on the Corporation.
ARTICLE XI.
Amendments
The power to alter, amend, or repeal these Bylaws and to adopt new Bylaws
is delegated to the Board of Directors, but any Bylaws so adopted, altered, or
amended by the Board of Directors may be altered or repealed by a majority vote
of the Shareholders.
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ARTICLE XII.
Notice And Waiver Of Notice
Whenever any notice is required to be given under the provisions of these
Bylaws, and unless otherwise provided hereunder, said notice shall be deemed to
be sufficient if deposited in a post office box, sealed in a postpaid envelope
addressed to the person entitled thereto at his address as it appears on the
books of the Corporation, and that notice shall be deemed to have been delivered
three (3) days following the date it was mailed. A waiver of notice shall be
deemed equivalent to receipt of notice when it has been signed by the person or
persons entitled to said notice, whether before or after the time stated
therein. Neither the business to be transacted at, nor the purposes of, any
regular or special meeting of the Board of Directors or Shareholders need be
specified in the waiver of notice of the meeting.
ARTICLE XIII.
Action Without A Meeting
Section 1. Written Consent. Any action required or permitted to be taken
at a meeting of the Shareholders, Board of Directors, or any committee may be
taken without a meeting if a written consent setting forth the action so taken
is signed by all the Shareholders, Directors, or committee members, as the case
may be, and such action shall have the same force and effect as if it were
approved by a unanimous vote at a meeting thereof, duly and regularly called.
Section 2. Conference Telephone. Shareholders, Directors, or members of
any committee may participate in and hold a meeting thereof by means of a
conference telephone or similar communications equipment whereby all persons
participating in the meeting can hear each other, and participation in this
manner at a meeting shall constitute presence in person at the meeting, except
where a person participates in the meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting is not
lawfully called or convened. Minutes of any meeting involving participation by
conference telephone or similar
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communications equipment shall be prepared and kept in the same manner as
minutes of any other meetings.
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I hereby certify, as Secretary of the Corporation, that the foregoing are
the Bylaws of the Corporation, as adopted by written consent of the Board of
Directors in lieu of organizational meeting the 18th day of July, 1987, to be
effective the 16th day of July, 1987.
/s/ Robert T. Zukowski
---------------------------------
Robert T. Zukowski, Secretary
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