BY-LAWS
OF
SYRATECH SECURITY CORPORATION
ARTICLE I
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ARTICLES OF ORGANIZATION
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The name and purposes of the corporation shall be as set forth in the
articles of organization. The articles of organization are hereby made a part of
these by-laws, and the powers of the corporation and of its directors and
stockholders, and all matters concerning the conduct and regulation of the
business of the corporation shall be subject to such provisions in regard
thereto, if any, as are set forth in the articles of organization. In the event
of any inconsistency between the articles of organization and these by-laws, the
articles of organization shall be controlling.
All references in these by-laws to the articles of organization shall be
construed to mean the articles of organization of the corporation as from time
to time amended.
ARTICLE II
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STOCKHOLDERS
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1. Annual Meeting.
The annual meeting of stockholders shall be held at l0:00 a.m. or at such
other time as the board of directors shall determine, on the second Thursday in
May in each year unless such date is a legal holiday. If such date is a legal
holiday, then the annual meeting shall be held at the same hour on the next
succeeding business day not a legal holiday. The purposes for which an annual
meeting is to be held include those prescribed by law, by the articles of
organization and by these by-laws, and those specified by the president, the
directors, or one or more stockholders who hold in the aggregate at least 10% of
the capital stock entitled to vote on such additional purposes at the meeting.
In the event an annual meeting has not been held on the date fixed in these
by-laws, a special meeting in lieu of the annual meeting may be held with all
the force and effect of an annual meeting.
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2. Special Meetings.
A special meeting of stockholders, including a special meeting held in
lieu of the annual meeting, may be called at any time by the president or by the
directors. Upon written application of one or more stockholders who hold in the
aggregate at least 10% of the capital stock entitled to vote at the meeting, a
special meeting shall be called by the clerk, or in case of the death, absence,
incapacity or refusal of the clerk, by any other officer.
3. Place of Meetings.
Meetings of stockholders shall be held in Massachusetts or, to the extent
permitted by the articles of organization, elsewhere in the United States;
provided, however, that special meetings called upon stockholders' application
shall be held in the same county as the principal office of the corporation
unless some other place specified in the application shall be approved by the
directors.
4. Record Date for Purpose of Meetings.
The directors may fix in advance a time not more than sixty (60) days
before the date of any meeting of stockholders as the record date for
determining the stockholders having the right to notice of and to vote at such
meeting and any adjournment thereof. In such case only stockholders of record on
such date shall have the right, notwithstanding any transfer of stock on the
books of the corporation after the record date. Without fixing such record date
the directors may close the transfer books for all or any part of such period.
If no record date is fixed and the transfer books are not closed, the record
date for determining stockholders having the right to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given.
5. Notice of Meetings.
Written notice of the place, day and hour of all meetings of stockholders
stating the purposes for which the meeting is called, shall be given by the
clerk, the assistant clerk or an officer designated by the directors, at least
seven (7) days before the meeting, to each stockholder entitled to vote thereat
and to each stockholder who, under the articles of organization or under the
by-laws, is entitled to such notice, by leaving such notice with him or at his
residence or usual place of business, or by mailing it, postage prepaid, and
addressed to such stockholder at his address as it appears in the books of the
corporation. In case of the death, absence, incapacity or refusal of the clerk,
the assistant clerk or the officer designated by the directors, such notice may
be given by any
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other officer or by a person designated either by the clerk or by the person or
persons calling the meeting or by the board of directors. No such notice need be
given to a stockholder, if a written waiver of notice, executed before or after
the meeting by such stockholder or his attorney, thereunto authorized, is filed
with the records of the meeting.
6. Quorum.
At any meeting of the stockholders, a majority in interest of all the
capital stock issued, outstanding and entitled to vote upon a question to be
considered at such meeting shall constitute a quorum for the consideration of
such question, except that, if two or more classes of stock are outstanding and
entitled to vote upon such question as separate classes, then, in the case of
each such class, a quorum shall consist of a majority in interest of the stock
of that class issued, outstanding and entitled to vote upon such question.
Notwithstanding the foregoing, stockholders holding a lesser interest of the
capital stock may adjourn any meeting from time to time, and the meeting may be
held as adjourned without further notice.
7. Voting and Proxies.
Unless otherwise provided by the articles of organization, each
stockholder shall have one vote for each share of stock held by him of record on
the record date and entitled to vote on the question or questions to be
considered at any meeting of the stockholders. Stockholders may vote either in
person or by written proxy dated not more than six months before the meeting
named therein. Proxies shall be filed with the clerk of the meeting, or of any
adjournment thereof, before being voted. Except as otherwise limited therein,
proxies shall entitle the persons named therein to vote at any adjournment of
such meeting but shall not be valid after final adjournment of such meeting. A
proxy with respect to stock held in the name of two or more persons shall be
valid if executed by one of them unless at or prior to exercise of the proxy the
corporation receives a specific written notice to the contrary from any one of
them. A proxy purporting to be executed by or on behalf of a stockholder shall
be deemed valid unless challenged at or prior to its exercise.
8. Action at Meeting.
When a quorum is present for the consideration of a question at any
meeting of the stockholders, a majority in interest of the stock present in
person or by proxy and entitled to vote on such question (or if there are two or
more classes of stock entitled to vote as separate classes, then in the case of
each such class, a majority in interest of the stock of that class present or
represented and entitled to vote on a matter)
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shall decide any matter to be voted on by the stockholders, except where a
larger vote is required by law, the articles of organization or these by-laws.
Any election of directors by stockholders shall be determined by a plurality of
the votes cast by the stockholders present in person or by proxy at the meeting
and entitled to vote in the election. No ballet shall be required for such
election unless requested by a stockholder present in person or by proxy at the
meeting and entitled to vote in the election. The corporation shall not directly
or indirectly vote any share of its stock.
9. Action without Meeting.
Any action required or permitted to be taken at any meeting of the
stockholders may be taken without a meeting if all stockholders entitled to vote
on the question consent to the action in writing and the written consents are
filed with the records of the meetings of stockholders. Such consents shall be
treated for all purposes as a vote at a meeting.
ARTICLE III
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DIRECTORS
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1. Powers.
The business of the corporation shall be managed by a board of directors
which may exercise all the powers of the corporation except as otherwise
provided by law, by the articles of organization or by these by-laws. In
particular, and without limiting the generality of the foregoing, the directors
may from time to time issue all or any part of the unissued capital stock of the
corporation authorized under the articles of organization, and may determine,
subject to any requirement of law, the consideration for which stock is to be
issued and the manner of allocating such consideration between capital and
surplus. In the event of a vacancy in the board of directors, the remaining
directors, except as otherwise provided by law, may exercise the powers of the
full board until the vacancy is filled.
2. Election and Enlargement of Board.
A board of directors of not less than three, except that whenever there
shall be only two stockholders, of not less than two, and whenever there shall
be only one stockholder or prior to the issuance of any stock, of not less than
one, shall be elected at the annual meeting of the stockholders, or at any
meeting held in place thereof as hereinbefore provided, by such stockholders as
have the right to vote thereon. The stockholders shall at such meeting determine
the number of directors to be elected, but in the absence of affirmative
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determination, the number to be elected shall be the same as the number last
previously determined. The board of directors may be enlarged by the
stockholders at any meeting or by vote a majority of the directors then in
office.
3. Vacancies.
Any vacancy in the board of directors, including a vacancy resulting from
the enlargement of the board, may be filled by the stockholders or, in the
absence of stockholder action, by the directors then in office.
4. Tenure.
Except as otherwise provided by law, by the articles of organization or by
these by-laws, each director shall hold office until the next annual meeting of
stockholders or the special meeting in lieu thereof and thereafter until such
director's successor is elected and qualified.
5. Meetings.
Regular meetings of the directors may he held without notice at such
places and at such times as the directors may from time to time determine,
provided that any director who is absent when such determination is made shall
be given notice of the determination. A regular meeting of the directors may be
held immediately following the annual meeting of stockholders, or special
meeting in lieu thereof, at the same place as such stockholders' meeting.
Special meetings of the directors may be held at any time and place
designated in a call by the president, treasurer or two or more directors.
6. Notice of Meetings.
Notice of all special meetings of the directors shall be given to each director
by the clerk, or assistant clerk, or in the case of death, absence, incapacity
or refusal of such persons, by the officer or one of the directors calling the
meeting. Notice shall be given to each director in person or by telephone or by
telegram sent to his usual or last known business or home address at lest
twenty-four hours in advance of the meeting, or by written notice mailed to
either such address at least forty-eight hours in advance of the meeting. Notice
need not be given to any director if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
director who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A notice or waiver of notice of a
directors' meeting need not specify the purposes of the meeting.
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7. Quorum.
At any meeting of the directors, a majority of the directors then in
office shall constitute a quorum. Less than a quorum may adjourn any meeting
from time to time without further notice.
8. Action at Meeting.
The vote of a majority of the directors present at any meeting at which a
quorum is present shall be sufficient to decide any question brought before such
meeting, unless a different vote is specified by law, by the articles of
organization, or by these by-laws.
9. Action by Consent.
Any action required or permitted to be taken at any meeting of the
directors may be taken without a meeting if all directors then in office consent
to the action in writing and the written consent is filed with the records of
the directors' meetings. Any such consent shall be treated as a vote of the
directors for all purposes.
10. Committees.
The directors may elect from their number an executive or other committees
and may delegate thereto some or all of their powers except those which they are
prohibited from delegating by Section 55 of Chapter 156B of the Massachusetts
General Laws, as amended, or by any other provision of law or by the articles of
organization or these by-laws. Except as the directors may otherwise determine,
any such committee may make rules for the conduct of its business, but unless
otherwise provided by the directors or in such rules, its business shall be
conducted as nearly as may be in the same manner as is provided by these by-laws
for the directors.
11. Telephone Meetings.
Any or all of the directors may participate in a meeting of the directors
or of a committee thereof by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time; and participation by such means
shall constitute presence in person at any such meeting.
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ARTICLE IV
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OFFICERS
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1. Enumeration.
The officers of the corporation shall consist of a president, a treasurer,
a clerk, and such other officers, if any, including a chairman and a vice
chairman of the board of directors, one or more vice presidents, assistant
treasurers, assistant clerks and a secretary, as the incorporators at their
initial meeting or the directors from time to time may choose or appoint.
2. Election.
The president, treasurer and clerk shall be elected annually by the
directors at their first meeting following the annual meeting of stockholders or
the special meeting in lieu thereof. Other officers may be chosen or appointed
by the directors at such meeting or at any other time.
3. Vacancies.
If any office becomes vacant by reason of death, resignation, removal,
disqualification or otherwise, the directors may choose a successor or
successors, who shall hold office for the unexpired term, except as otherwise
provided by law, by the articles of organization or by these by-laws.
4. Qualification.
The president may, but need not be, a director. No officer need be a
stockholder. Any two or more offices may be held by the same person. The clerk
shall be a resident of Massachusetts unless the corporation shall have appointed
a resident agent for the purpose of service of process. Any officer may be
required by the directors to give bond for the faithful performance of his
duties to the corporation in such amount and with such sureties as the directors
may determine.
5. Tenure.
Except as otherwise provided by law, by the articles of organization or by these
by-laws, the president, treasurer and clerk shall hold office until the fist
meeting of the directors following the annual meeting of stockholders or the
special meeting in lieu thereof, and thereafter until such officer's successor
is chosen and qualified; and all other officers shall hold office until the
first meeting of the directors following the annual meeting of the stockholders
or the special meeting in lieu thereof, unless a shorter term is specified in
the vote choosing or appointing them.
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6. Chairman and Vice Chairman of the Board.
A chairman or vice chairman of the board of directors shall have such
powers as the directors may from time to time designate.
7. President and Vice President.
Except as otherwise determined by the directors, the president shall be
the chief executive officer of the corporation and shall, subject to the
direction of the directors, have general supervision and control of its
business. He shall preside, when present, at all meetings of stockholders and of
the directors, unless otherwise provided by the directors.
Any vice president shall have such powers as the directors may from time
to time designate.
8. Treasurer and Assistant Treasurers.
The treasurer shall, subject to the direction of the directors, have
general charge of the financial concerns of the corporation and the care and
custody of the funds and valuable papers of the corporation, except his own
bond, if any, and he shall have the power to endorse for deposit or collection
all notes, checks, drafts, and other obligations for the payment of money
payable to the corporation or its order, and to accept drafts on behalf of the
corporation. He shall keep, or cause to be kept, accurate books of account,
which shall be the property of the corporation.
If required by the board of directors, he shall give bond for the faithful
performance of his duty in such form, in such sum, and with such sureties as the
directors shall require.
Any assistant treasurer shall have such powers as the directors may from
time to time designate.
9. Clerk and Assistant Clerk.
Unless a transfer agent is appointed, the clerk shall keep or cause to be
kept in Massachusetts, at the principal office of the corporation or at his
office, the stock and transfer records of the corporation in which are contained
the names of all stockholders and the record address and the amount of stock
held by each. The clerk shall record all proceedings of the stockholders in a
book to be kept therefor and, in case a secretary is not elected, shall also
record all proceedings of the directors in a book to be kept therefor.
Any assistant clerk shall have such powers as the directors may from time
to time designate. In the absence of the clerk from any meeting of stockholders
or directors, as the case may be, any assistant clerk, or a temporary clerk
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designated by the person presiding at such meeting, shall perform the duties
of the clerk.
10. Secretary and Assistant Secretaries.
If a secretary is elected, he shall record all proceedings of the
directors in a book to be kept therefor. Any assistant secretary shall have such
powers as the directors may from time to time designate. In the absence of the
secretary from any meeting of the directors, any assistant secretary, or a
temporary secretary designated by the person presiding at such meeting, shall
record such proceedings.
11. Other Powers and Duties.
Each officer shall, subject to these by-laws, have in addition to the
duties and powers specifically set forth in these by-laws, such duties and
powers as are customarily incident to his office, and such duties and powers as
the directors may from time to time designate.
ARTICLE V
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RESIGNATIONS AND REMOVALS
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Any director or officer may resign at any time by delivering his
resignation in writing to the president, the treasurer or the clerk or to a
meeting of the directors. Such resignation shall be effective upon receipt
unless specified to be effective at some other time. A director (including
persons elected by directors to fill vacancies in the board) may be removed from
office (a) with or without cause by the vote of the holders of a majority of the
capital stock issued and outstanding and entitled to vote in the election of
directors, provided that the directors of a class elected by a particular class
of stockholders may be removed only by the vote of the holders of a majority of
the shares of such class or (b) for cause by vote of a majority of the directors
then in office. The directors may remove any officer elected by them with or
without cause by the vote of a majority of the directors then in office. A
director or officer may be removed for cause only after reasonable notice and an
opportunity to be heard before the body proposing to remove him. No director or
officer resigning and (except where a right to receive compensation shall be
expressly provided in a duly authorized written agreement with the corporation)
no director or officer removed, shall have any right to any compensation as such
director or officer for any period following his resignation or removal, or any
right to damages on account of such removal, whether his compensation be by the
month or by the year or otherwise, unless in the case of a resignation, the
directors, or in the case of a removal, the body acting on the removal, shall in
their or its discretion provide for compensation.
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ARTICLE VI
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CAPITAL STOCK
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1. Amount Authorized
The amount of the authorized capital stock and the par value, if any, of
the shares authorized shall be as fixed in the articles of organization.
2. Certificates of Stock.
Each stockholder shall be entitled to a certificate of the capital stock
of the corporation in such form as may be prescribed from time to time by the
directors, unless the board of directors shall provide by resolution that some
or all of any or all classes and series of shares of stock of the corporation
shall be uncertificated shares. Each certificate shall be signed by the
president or a vice president, and by the treasurer or an assistant treasurer,
but when a certificate is countersigned by a transfer agent or a registrar,
other than a director, officer or employee of the corporation, such signatures
may be facsimiles. In case any officer who has signed or whose facsimile
signature has been placed on such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer at the time of its issue.
Every certificate for shares of stock which are subject to any restriction
on transfer pursuant to the articles of organization, the by-laws or any
agreement to which the corporation is a party shall have the restriction noted
conspicuously on the certificate and shall also set forth on the face or back
either the full text of the restriction or a statement of the existence of such
restriction and a statement that the corporation will furnish a copy thereof to
the holder of such certificate upon written request and without charge. Every
certificate issued when the corporation is authorized to issue more than one
class or series of stock shall set forth on its face or back either the full
text of the preferences, voting powers, qualifications and special and relative
rights of the shares of each class and series authorized to be issued or a
statement of the existence of such preferences, powers, qualifications and
rights and a statement that the corporation will furnish a copy thereof to the
holder of such certificate upon written request and without charge.
3. Transfers.
Subject to the restrictions, if any, stated or noted on the stock
certificates, shares of stock may be transferred on the books of the corporation
by the surrender to the corporation
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or its transfer agent of the certificate therefor properly endorsed or
accompanied by a written assignment and power of attorney properly executed,
with necessary transfer stamps affixed, and with such proof of the authenticity
of signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the articles of organization or
by these by-laws, the corporation shall be entitled to treat the record holder
of stock as shown on its books as the owner of such stock for all purposes,
including the payment of dividends and the right to vote with respect thereto,
regardless of any transfer, pledge or other disposition of such stock, until the
shares have been transferred on the books of the corporation in accordance with
the requirements of these by-laws.
It shall be the duty of each stockholder to notify the corporation of his
post office address and any subsequent changes therein.
4. Record Date for Purposes Other Than Meetings.
The directors may fix in advance a time not more than sixty (60) days
preceding the date for the payment of any dividend or the making of any
distribution to stockholders or the last day on which the consent or dissent of
stockholders may be effectively expressed for any purpose, as the record date
for determining the stockholders having the right to receive such dividend or
distribution or the right to express such consent or dissent. In such case only
stockholders of record on such date shall have such right, notwithstanding any
transfer of stock on the books of the corporation after the record date. Without
fixing such record date the directors may for any of such purposes close the
transfer books for all or any part of such period. If no record date is fixed
and the transfer books are not closed, the record date for any such purposes
shall be at the close of business on the day on which the board of directors
acts with respect thereto.
5. Replacement of Certificates.
In case of the alleged loss or destruction or the mutilation of a
certificate of stock, a duplicate certificate may be issued in place thereof,
upon such terms as the directors may prescribe.
ARTICLE VII
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MISCELLANEOUS PROVISIONS
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1. Fiscal Year.
The fiscal year of the corporation shall end on the date determined from
time to time by the board of directors.
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2. Seal.
The seal of the corporation shall, subject to alteration by the directors,
consist of a flat-faced circular die with the word "Massachusetts", together
with the name of the corporation and the year of its organization cut or
engraved thereon.
3. Execution of Instruments.
All deeds, leases, transfers, contracts, bonds, notes and other
obligations authorized to be executed on behalf of the corporation shall be
signed by the president or the treasurer except as the directors may generally
or in particular cases otherwise determine.
4. Voting of Securities.
Except as the directors may otherwise designate, the president or
treasurer may waive notice of, act and appoint any person or persons to act as
proxy or attorney in fact for this corporation (with or without power of
substitution) at any meeting of stockholders or shareholders of any other
corporation or organization, the securities of which may be held by this
corporation.
5. Corporate Records; Inspection of Corporate Records.
The original, or attested copies, of the articles of organization, by-laws
and records of all meetings of incorporators and stockholders, and the stock and
transfer records, containing the names of all stockholders and the record
address and the amount of stock held by each, shall be kept in Massachusetts at
the principal office of the corporation, or at an office of its transfer agent
or of the clerk. Said copies and records need not all be kept in the same
office. They shall be available at all reasonable times to the inspection of any
stockholder for any proper purpose, but not to secure a list of stockholders for
the purpose of selling said list or copies thereof or of using the same for a
purpose other than in the interest of the applicant, as a stockholder, relative
to the affairs of the corporation.
6. Indemnification.
The corporation shall, to the extent legally permissible, indemnify each
of its directors and officers (including persons who serve at its request as
directors, officers, or trustees of another organization in which it has any
interest as a shareholder, creditor or otherwise) against all liabilities and
expenses, including amounts paid in satisfaction of judgments, in compromise or
as fines and penalties, and counsel fees, reasonably incurred by him in
connection with the defense or disposition of any action, suit or other
proceeding, whether
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civil or criminal, in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his being or having been
such a director or officer, except with respect to any matter as to which he
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his action was in the best interests of the
corporation. Without limiting the generality of the foregoing, such
indemnification shall include payment by the corporation of expenses incurred by
any director in defending a civil or criminal action or proceeding in advance of
the final disposition of such action or proceeding, upon receipt of an
undertaking by the director indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification, which undertaking may be
accepted without reference to the financial ability of such director to make
repayment. Such indemnification may include payment by the corporation of
expenses incurred by any officer in defending a civil or criminal action or
proceeding in advance of the final disposition or proceeding, upon receipt of an
undertaking by the officer indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification, which undertaking may be
accepted without reference to the financial ability of such officer to make
repayment. However, as to any such advance payments or as to any matter disposed
of by a compromise payment by such director or officer, pursuant to a consent
decree or otherwise, no indemnification either for said advance payments or
compromise payments or for any other expenses shall be provided unless such
advance payments or compromise payments shall be approved as in the best
interest of the corporation, after notice that it involved such indemnification,
(a) by a disinterested majority of the directors then in office; or (b) by a
majority of the disinterested directors then in office or if there are no
disinterested directors then in office, by a majority of the directors than in
office, provided in either case that there has been obtained an opinion in
writing of independent legal counsel appointed by a majority of such
disinterested directors or a majority of the directors, as the case may be, to
the effect that the indemnification of such director or officer is not
prohibited by law; or (c) by the holders of a majority of the outstanding stock
at the time entitled to vote for directors, voting as a single class, exclusive
of any stock owned by any interested director or officer. The right of
indemnification hereby provided shall not be exclusive of or affect any other
rights to which any director or officer may be entitled; nothing contained in
this section shall affect any rights to indemnification to which corporate
personnel other than directors and officers may be entitled by contract or
otherwise under law. As used in this paragraph, the terms "director" and
"officer" include their respective heirs, executors and administrators, and an
"interested" director or officer is one against whom in such capacity the
proceedings in question or another proceeding on the same or similar grounds is
then pending.
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7. Amendments.
These by-laws may at any time be amended by vote of the stockholders,
provided that notice of the substance of the proposed amendment is stated in the
notice of the meeting, or may be amended by vote of a majority of the directors
then in office, except that no amendment may be made by the directors which
changes the date of the annul meeting of stockholders or which alters the
provisions of these by-laws with respect to removal of directors or election of
committees by directors and delegation of powers thereto, or indemnification of
directors and officers, or amendment of these by-laws. No change in the date of
the annual meeting may be made within sixty (60) days before the date fixed in
these by-laws. Not later than the time of giving notice of the meeting of
stockholders next following the making, amending or repealing by the directors
of any by-law, notice thereof stating the substance of such change shall be
given to all stockholders entitled to vote on amending the by-laws.
8. Provisions Relative to Transactions With Interested Persons.
The corporation may enter into contracts and transact business with one or
more if its directors, officers or stockholders or with any corporation,
organization or other concern in which one or more of its directors, officers or
stockholders are directors, officers, stockholders, partners or otherwise
interested; and, in the absence of fraud, no such contract or transaction shall
be invalidated or in any way affected by the fact that such directors, officers
or stockholders of the corporation have or may have interests which are or might
be adverse to the interest of the corporation even though the vote or action of
directors, officers or stockholders having such adverse interest may have been
necessary to obligate the corporation upon such contract or transaction. In the
absence of fraud, no director, officer or stockholder having such adverse
interest shall be liable to the corporation or to any stockholder or creditor
thereof or to any other person for loss incurred by it under or by reason of
such contract or transaction, nor shall any such director, officer or
stockholder be accountable for any gains or profits realized thereon.
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