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EXHIBIT 8
RESTATED
BY-LAWS
OF
HASKEL INTERNATIONAL, INC.
EFFECTIVE JUNE 9, 1994
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICES. The Board of Directors shall fix
the location of the principal executive office of the Corporation at any place
within or outside the State of California. If the principal executive office
is located outside this State, and the Corporation has one or more business
offices in this State, the Board of Directors shall fix and designate a
principal business office in the State of California.
Section 2. OTHER OFFICES. The Board of Directors may at any
time establish branch or subordinate offices at any place or places where the
Corporation is qualified to do business.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be
held at any place within or outside the State of California designated by the
Board of Directors. In the absence of any such designation, shareholders'
meetings shall be held at the principal executive office of the Corporation.
Section 2. ANNUAL MEETINGS. The annual meeting of the
shareholders shall be held on the third Friday in October, each year, if not a
legal holiday, and if a legal holiday, then on the next succeeding business
day, at the hour of 10:00 o'clock A.M., at which time the shareholders shall
elect the Board of Directors, consider reports of the affairs of the
Corporation, and transact such other business as may properly be brought before
the meeting.
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Section 3. SPECIAL MEETING. A special meeting of the
shareholders may be called at any time by the Board of Directors, or by the
Chairman of the Board, or by the President, or by one or more shareholders
holding shares in the aggregate entitled to cast not less than ten percent
(10%) of the votes at that meeting.
Upon request, in writing, to the Chairman of the Board, President,
Vice President or Secretary by any person (other than the Board) entitled to
call a special meeting of shareholders, the officer forthwith shall cause
notice to be given to the shareholders entitled to vote that a meeting will be
held at a time requested by the person or persons calling the meeting, not less
than 35 nor more than 60 days after the receipt of the request. If the notice
is not given within 20 days after receipt of the request, the persons entitled
to call the meeting may give the notice.
Section 4. NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice
of each annual or special meeting of shareholders shall be given not less than
ten (10) nor more than sixty (60) days before the date of the meeting to each
shareholder entitled to vote thereat. Such notice shall state the place, date,
and hour of the meeting and (i) in the case of a special meeting, the general
nature of the business to be transacted, and no other business may be
transacted, or (ii) in the case of the annual meeting, those matters which the
Board, at the time of the mailing of the notice, intends to present for action
by the shareholders, but subject to the provisions of applicable law, any
proper matter may be presented at the meeting for such action. The notice of
any meeting at which directors are to be elected shall include the names of
nominees intended at the time of the notice to be presented by management for
election.
Notice of a shareholders meeting shall be given either personally, by
mail or by other means of written communication, addressed to the shareholder
at the address of such shareholder appearing on the books of the corporation,
or given by the shareholder to the corporation for the purpose of notice; or,
if no such address appears or is given, at the place where the principal
executive office of the corporation is located or by publication at least once
in a newspaper of general circulation in the county in which the principal
executive office is located. Notice by mail shall be
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deemed to have been given at the time a written notice is deposited in the
United States mail, postage prepaid. Any other written notice shall be deemed
to have been given at the time it is personally delivered to the recipient or
is delivered to a common carrier for transmission, or actually transmitted by
the person giving the notice by electronic or other means of written
communication, to the recipient.
If any notice or report addressed to the shareholder at the address of
such shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice or report to the
shareholder at such address, all future notices or reports shall be deemed to
have been duly given without further mailing if the same shall be available for
the shareholder upon written demand of the shareholder at the principal
executive office of the corporation for a period of one (1) year from the date
of the giving of the notice or report to all other shareholders. An affidavit
of mailing of any such notice in accordance with the foregoing provisions,
executed by the Secretary, Assistant Secretary or any transfer agent of the
corporation shall be prima facie evidence of the giving of the notice.
Section 5. QUORUM. The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting of
shareholders shall constitute a quorum for the transaction of business. The
shareholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, if any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.
Section 6. ADJOURNED MEETING AND NOTICE THEREOF. Any
shareholders' meeting, annual or special, whether or not a quorum is present,
may be adjourned from time to time by the vote of the majority of the shares
represented at that meeting, except as provided in Section 5 of this Article.
It shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the
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business to be transacted thereat, other than by announcement at the meeting at
which such adjournment is taken; provided, however, when any shareholders'
meeting is adjourned for more than 45 days or, if after adjournment a new
record date is fixed for the adjourned meeting, notice of the adjourned meeting
shall be given as in the case of an original meeting.
Section 7. VOTING. The shareholders entitled to notice of any
meeting or to vote at any such meeting shall be only persons in whose name
shares stand on the stock records of the corporation on the record date
determined in accordance with Section 9 of this Article.
Voting shall in all cases be subject to the provisions of Chapter 6 of
the California General corporation Law and to the following provisions:
(a) Subject to subparagraph (g), shares held by an administrator,
executor, guardian, conservator or custodian may be voted by such holder either
in person or by proxy, without a transfer of such shares into the holder's
name; and shares standing in the name of a trustee may be voted by the trustee,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by such trustee without a transfer of such shares into the trustee's name.
(b) 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 thereof into the receiver's name if
authority to do so is contained in the order of the court by which such
receiver was appointed.
(c) Subject to the provisions of section 705 of the California
General Corporation Law, and except where otherwise agreed in writing between
the parties, 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.
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(d) Shares standing in the name of a minor may be voted and the
corporation may treat all rights incident thereto as exercisable by the minor,
in person or by proxy, whether or not the corporation has notice, actual or
constructive, of the nonage, unless a guardian of the minor's property has been
appointed and written notice of such appointment given to the corporation.
(e) Shares standing in the name of another corporation, domestic
or foreign, may be voted by such officer, agent or proxyholder as the By-Laws
of such other corporation may prescribe or, in the absence of such provision,
as the Board of Directors of such other corporation may determine or, in the
absence of such determination, by the Chairman of the Board, President or any
Vice President of such other corporation, or by any other person authorized to
do so by the Board, President or any Vice President of such other corporation.
Shares which are purported to be voted or any proxy purported to be executed in
the name of a corporation (whether or not any title of the person signing is
indicated) shall be presumed to be voted or the proxy executed in accordance
with the provisions of this subdivision, unless the contrary is shown.
(f) Shares of the corporation owned by any subsidiary shall not be
entitled to vote on any matter.
(g) Shares held by the corporation in a fiduciary capacity, and
shares of the corporation held in a fiduciary capacity by any subsidiary, shall
not be entitled to vote on any matter, except to the extent that the settlor or
beneficial owner possesses and exercises a right to vote or to give the
corporation binding instructions as to how to vote such shares.
(h) If shares stand of record in the names of two (2) or more
persons, whether fiduciaries, members of a partnership, joint
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tenants, tenants in common, husband and wife as community property, tenants by
the entirety, voting trustees, persons entitled to vote under a shareholder
voting agreement or otherwise, or if two (2) or more persons (including
proxyholders) have the same fiduciary relationship respecting the same shares,
unless the Secretary of the corporation is given written notice to the contrary
and is furnished with a copy of the instrument or order appointing them or
creating the relationship wherein it is so provided, their acts with respect to
voting shall have the following effect:
(i) If only one votes, such act binds all;
(ii) If more than one vote, the act of the majority so voting binds
all; or
(iii) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionately.
If the instrument so filed, or the registration of the shares shows
that any such tenancy is held in unequal interests, a majority or even split for
the purpose of this section shall be a majority or even split in interest.
Subject to the following sentence and to the provisions of section 708
of the California General Corporation Law, every shareholder entitled to vote
at any election of directors may cumulate such shareholder's votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the shareholder's shares are
entitled, or distribute the shareholder's votes on the same principle among as
many candidates as the shareholder thinks fit. No shareholder shall be
entitled to cumulate votes for any candidate or candidates pursuant to the
preceding sentence unless such candidate or candidates' names have been placed
in nomination prior to the voting and the
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shareholder has given notice at the meeting prior to the voting of the
shareholder's intention to cumulate the shareholder's votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes
for candidates in nomination.
Notwithstanding any other provision in these By-Laws, in accordance
with California Corporations Code Section 301.5 (the "Code"), at such time as
this corporation becomes a "listed corporation" as defined in the Code,
cumulative voting will be eliminated. This provision shall become effective
only when the corporation becomes a listed corporation within the meaning of
the Section 301.5 of the Corporations Code.
Elections need not be by ballot; provided, however, that all elections
for directors must be by ballot upon demand made by a shareholder at the
meeting and before the voting begins.
Section 8. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.
The transactions of any meeting of shareholders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though had
at a meeting duly held after regular call and notice, if a quorum be present
either in person or by proxy, and, if either before or after the meeting each
person entitled to vote who was not present in person or by proxy signs a
written waiver of notice or a consent to a holding of the meeting or an
approval of the minutes. The written waiver of notice need not specify either
the business to be transacted or the purpose of any annual or special meeting
of shareholders, except as provided in section 601(b) of the California General
Corporation Law. All such waivers, consents or approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters required to be but not
included in the notice of the meeting if that objection is expressly made at
the meeting.
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Section 9. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING. Any action which may be taken at any annual or special meeting of
shareholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the holders
of outstanding shares having not less than the minimum number of votes that
would be necessary to authorize or take that action at a meeting at which all
shares entitled to vote on that action were present and voted. In the case of
election of directors, such a consent shall be effective only if signed by the
holders of all outstanding shares entitled to vote for the election of
directors; provided, that a director may be elected at any time to fill a
vacancy on the Board of Directors that has not been filled by the directors, by
the written consent of the holders of a majority of the outstanding shares
entitled to vote for the election of directors. All such consents shall be
filed with the Secretary of the corporation and shall be maintained in the
corporate records. Any shareholder giving a written consent, or the
shareholder's proxyholders, or a transferee of the shares or a personal
representative of the shareholder or their respective proxyholders, may revoke
the consent by a writing received by the Secretary of the corporation before
written consents of the number of shares required to authorize the proposed
action have been filed with the Secretary of the corporation, but may not do so
thereafter. Such revocation is effective upon its receipt by the Secretary of
the corporation.
Unless the consents of all shareholders entitled to vote have been
solicited in writing,
(a) Notice of any proposed shareholder approval of, (i) a contract
or other transaction with an interested director, (ii) indemnification of an
agent of the corporation as authorized by Article V of these By-Laws, (iii) a
reorganization of the corporation as defined in section 181 of the General
Corporation Law, or (iv) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, if any, without a meeting by
less than unanimous written consent, shall be given at least ten (10) days
before the consummation of the action authorized by such approval; and
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(b) Prompt notice shall be given of the taking of any other
corporate action approved by shareholders without a meeting by less than
unanimous written consent, to those shareholders entitled to vote who have not
consented in writing. Such notices shall be given in the manner and shall be
deemed to have been given as provided in Section 4 of Article II of these
By-Laws.
Section 10. RECORD DATE. The Board may fix, in advance, a record
date for the determination of the shareholders entitled to notice of any
meeting, to vote or entitled to receive payment of any dividend or other
distribution, or any allotment of rights, or to exercise rights in respect of
any other lawful action. The record date so fixed shall be not more than sixty
(60) nor less than ten (10) days prior to the date of the meeting nor more than
sixty (60) days prior to any other action. When a record date is so fixed,
only shareholders of record on that date are entitled to notice of and to vote
at the meeting or to receive the dividend, distribution, or allotment of
rights, or to exercise of the rights, as the case may be, notwithstanding any
transfer of shares on the books of the corporation after the record date. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting unless
the Board fixes a new record date for the adjourned meeting. The Board shall
fix a new record date if the meeting is adjourned for more than forty-five (45)
days.
If no record date is fixed by the Board, the record date for
determining shareholders entitled to notice of or to vote at a meeting of
shareholders shall be at the close of business on the business day next
preceding the day on which notice is given or, if notice is waived, at the
close of business on the business day next preceding the day on which the
meeting is held. The record date for determining shareholders entitled to give
consent to corporate action in writing without a meeting, when no prior action
by the Board has been taken, shall be the day on which the first written
consent is given. The record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto, or the 60th day prior to the date of
such other action, whichever is later.
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Section 11. PROXIES. Every person entitled to vote shares shall
have the right to do so either in person or by one or more agents authorized by
a written proxy signed by the person and filed with the Secretary of the
corporation. A proxy shall be deemed signed if the shareholder's name is
placed on the proxy (whether by manual signature, typewriting, telegraphic
transmission, or otherwise) by the shareholder or the shareholder's attorney in
fact. A validly executed proxy which does not state that it is irrevocable
shall continue in full force and effect unless (i) revoked by the person
executing it, before the vote pursuant to that proxy, by a writing delivered to
the corporation stating that the proxy is revoked, or by a subsequent proxy
executed by, or attendance at the meeting and voting in person by, the person
executing the proxy; or (ii) written notice of the death or incapacity of the
maker of that proxy if received by the corporation before the vote pursuant to
that proxy is counted; provided, however, that no proxy shall be valid after
the expiration of eleven (11) months from the date of the proxy, unless
otherwise provided in the proxy. The revocability of a proxy that states on
its face that it is irrevocable shall be governed by the provisions of Sections
705(e) and 705(f) of the Corporations Code of California. The dates contained
on the forms of proxy presumptively determine the order of execution,
regardless of the postmark dates on the envelopes in which they are mailed.
Section 12. INSPECTORS OF ELECTION. Before any meeting of
shareholders, the Board of Directors may appoint any persons other than
nominees for office to act as inspectors of election at the meeting or its
adjournment. If no inspectors of election are so appointed, the chairman of
the meeting may, and on the request of any shareholder or a shareholder's proxy
shall, appoint inspectors of election at the meeting. The number of inspectors
shall be either one (1) or three (3). If inspectors are appointed at a meeting
on the request of one or more shareholders or proxies, the majority of shares
represented in person or by proxy shall determine whether one represented in
person or by proxy shall determine whether one (1) or three (3) inspectors are
to be appointed. If any person appointed as inspector fails to appear or fails
or refuses to act, the chairman of the meeting may, and upon the request of any
shareholder or a shareholder's proxy shall, appoint a person to fill that
vacancy.
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These inspectors shall:
(a) Determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity, and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any way
arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the election
or vote with fairness to all shareholders.
The inspectors of election shall perform their duties
impartially, in good faith, to the best of their ability and as expeditiously
as is practical. If there are three (3) inspectors of election, the decision,
act or certificate of a majority is effective in all respects as to the
decision, act or certificate of all. Any report or certificate made by the
inspectors of election is prima facie evidence of the facts stated therein.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to the provisions of the California
General Corporation Law and any limitations in the Articles of Incorporation
and these By-Laws relating to action required to be approved by the
shareholders or by the outstanding shares, the business and affairs of the
corporation shall be managed
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and all corporate powers shall be exercised by or under the direction of the
Board of Directors. The Board may delegate the management of the day-to-day
operation of the business of the corporation to a management company or other
person provided that the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised under the ultimate
direction of the Board.
Without prejudice to these general powers, and subject to the same
limitations, it is hereby expressly declared that the directors shall have the
following powers in addition to the other powers enumerated in these By-Laws:
(a) to select and remove all officers, agents and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the Articles of Incorporation, and with these By-Laws; fix their
compensation; and require from them security for faithful service.
(b) to conduct, manage and control the affairs and business of the
corporation, and to make such rules and regulations therefor not inconsistent
with the law, the Articles of Incorporation or the By-Laws, fix their
compensation and require from them security for faithful service.
(c) to change the principal executive office and the principal
business office in the State of California from one location to another; cause
the corporation to be qualified to do business in any other state, territory,
dependency, or country and conduct business and fix and locate one (1) or more
subsidiary offices within or without the State of California; and designate any
place within or without the State of California for the holding of any
shareholders' meeting, or meetings, including annual meetings.
(d) to adopt, make and use a corporate seal; prescribe the forms
of certificates of stock; and alter the form of the seal and certificates from
time to time, as in their
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judgment, within the provisions of the law, they may deem best.
(e) to authorize the issuance of shares of stock of the
corporation on any lawful terms, in consideration of money paid, labor done,
services actually rendered, debts or securities canceled, or tangible or
intangible property actually received.
(f) to borrow money and incur indebtedness for the purposes of the
corporation, and cause to be executed and delivered therefor, in the corporate
name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, and other evidences of debt and securities therefor.
(g) by resolution adopted by a majority of the authorized number
of directors, to designate an executive and other committees, each consisting
of two (2) or more directors, to serve at the pleasure of the Board, and to
prescribe the manner in which proceedings of such committees shall be
conducted. Unless the Board of Directors shall otherwise prescribe the manner
of proceedings of any such committee, meetings of such committee may be
regularly scheduled in advance and may be called at any time by any two (2)
members thereof; otherwise, the provisions of these By-Laws with respect to
notice and conduct of meetings of the Board shall govern. Any such committee,
to the extent provided in a resolution of the Board, shall have all of the
authority of the Board, except with respect to:
(i) the approval of any action for which the General Corporation
Law or the Articles of Incorporation also require shareholder approval;
(ii) the filing of vacancies on the Board or in any committee;
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(iii) the fixing of compensation of the directors for serving on the
Board or on any committee;
(iv) the adoption, amendment or repeal of By-Laws;
(v) the amendment or repeal of any resolution of the Board;
(vi) any distribution to the shareholders, except at a rate or in a
periodic amount or within a price range determined by the Board; and
(vii) the appointment of other committees of the Board or the
members thereof.
Section 2. LIABILITY OF DIRECTORS. A person who performs the
duties of a director, in good faith, in a manner such director believes to be
in the best interests of the corporation and its shareholders, and with such
care including reasonable inquiry as an ordinarily prudent person in a like
position would use under similar circumstances, shall have no liability based
upon any alleged failure to discharge the person's obligations as a director.
In addition, the liability of a director for monetary damages in an action
brought by or in the right of the corporation for breach of a director's duties
to the corporation and its shareholders shall be eliminated.
The personal liability of a director may not be limited or eliminated
for actions brought against a director for:
(a) Acts or omissions involving intentional misconduct or a
knowing and culpable violation of law;
(b) Acts or omissions that a director believes to be contrary to
the best interests of the corporation or its shareholders or that involve the
absence of good faith on the part of a director;
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(c) Any transaction from which a director derived an improper
personal benefit;
(d) Acts or omissions that show a reckless disregard for the
director's duty to the corporation or its shareholders in circumstances in
which the director was aware, or should have been aware, in the ordinary course
of performing a director's duties, of a risk of serious injury to the
corporation or its shareholders;
(e) Acts or omissions that constitute an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders;
(f) Approval of an improper distribution to shareholders; or
(g) Approval of an improper loan to any director or officer.
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS. The
authorized number of directors shall be seven (7) until changed by a duly
adopted amendment to the Articles of Incorporation or by an amendment to this
by-law adopted by the vote or written consent of holders of a majority of the
outstanding shares entitled to vote; provided, however, that an amendment
reducing the number of directors to a number less than five (5) cannot be
adopted if the votes cast against its adoption at a meeting, or the shares not
consenting in the case of action by written consent, are equal to more than
sixteen and two-thirds percent (16-2/3%) of the outstanding shares entitled to
vote.
Section 4. ELECTION AND TERM OF OFFICE. The directors shall be
elected at each annual meeting of shareholders but, if any such annual meeting
is not held or the directors are not elected thereat, the directors may be
elected at any special meeting of shareholders held for that purpose. All
directors shall hold office until their respective successors are elected,
subject to the General Corporation Law and the provisions of these By-Laws with
respect to vacancies on the Board.
Section 5. VACANCIES. Vacancies on the Board of Directors may
be filled by a majority of the
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remaining directors though less than a quorum, or by a sole remaining director,
except that a vacancy created by the removal of a director by the vote or
written consent of the shareholders or by court order may be filled only by the
vote of a majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present, or by the written consent of holders of a
majority of the outstanding shares entitled to vote. Each director so elected
shall hold office until the next annual meeting of the shareholders and until a
successor has been elected and qualified.
A vacancy or vacancies on the Board of Directors shall be deemed to
exist in the event of the death, resignation, or removal of any director, or if
the Board of Directors by resolution declares vacant the office of a director
who has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number of directors is increased, or if the
shareholders fail, at any meeting of shareholders at which any director or
directors are elected, to elect the full authorized number of directors to be
voted for at that meeting.
The shareholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote.
Any director may resign effective on giving written notice to the
Chairman of the Board, the President, the Secretary, or the Board of Directors,
unless the notice specifies a later time for that resignation to become
effective. If the resignation of a director is effective at a future time, the
Board of Directors may elect a successor to take office when the resignation
becomes effective.
No reduction of the authorized number of directors shall have the
effect of removing any director before that director's term of office expires.
Section 6. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular
meetings of the Board of Directors may be held at any place within or outside
the State of California that has been designated from time to time by
resolution of the Board or by written consent of all members of the Board. In
the absence of such a
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designation, regular meetings shall be held at the principal executive office
of the corporation. Special meetings of the Board shall be held at any place
within or outside the State of California that has been designated in the
notice of the meeting or, if not stated in the notice, or there is no notice,
at the principal executive office of the corporation. Any meeting, regular or
special, may be held by telephone conference or similar communication
equipment, so long as all directors participating in the meeting can hear one
another, and all such directors shall be deemed to be present in person at the
meeting.
Section 7. ANNUAL MEETING. The Board of Directors shall hold a
regular annual meeting on the last Friday in July each year if not a legal
holiday, and if a legal holiday, on the next succeeding business day, for the
purpose of organization, any desired election of officers, and the transaction
of other business. Notice of this meeting shall not be required.
Section 8. OTHER REGULAR AND ORGANIZATIONAL MEETINGS. An
organizational meeting shall be held immediately following the annual meeting
of the shareholders. The organizational meeting and other regular meetings of
the Board of Directors shall be held without call at such time and at such
place as shall from time to time be fixed by the Board of Directors. Such
organizational and regular meetings may be held without notice.
Section 9. SPECIAL MEETINGS. Special meetings of the Board of
Directors for any purpose or purposes may be called at any time by the Chairman
of the Board, or the President, or any Vice President, or the Secretary or any
two (2) directors.
Notice of the time and place of special meetings shall be delivered
personally or by telephone to each director or sent by first-class mail or
telegram, charges prepaid, addressed to each director at that director's
address as it is shown on the records of the corporation. In case the notice
is mailed, it shall be deposited in the United States mail at least four (4)
days before the time of the holding of the meeting. In case the notice is
delivered personally, or by telephone or telegram, it shall be delivered
personally or by
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telephone or to the telegraph company at least forty-eight (48) hours before
the time of the holding of the meeting. Any oral notice given personally or by
telephone may be communicated either to the director or to a person at the
office of the director who the person giving the notice has reason to believe
will promptly communicate it to the director. The notice need not specify the
purpose of the meeting nor the place if the meeting is to be held at the
principal executive office of the corporation.
Section 10. QUORUM. A majority of the authorized number of
directors shall constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a
greater number be required by law, by these By-Laws or by the Articles of
Incorporation. A meeting at which a quorum is initially present may continue
to transact business notwithstanding the withdrawal of directors, if any action
taken is approved by at least a majority of the required quorum for that
meeting.
Section 11. WAIVER OF NOTICE. The transactions of any meeting of
the Board of Directors, however called and noticed, or wherever held, shall be
as valid as though had at a meeting duly held after regular call and notice if
a quorum is present and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, a consent to holding
the meeting or an approval of the minutes. The waiver of notice or consent
need not specify the purpose of the meeting. All such waivers, consents, and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. Notice of a meeting shall also be deemed given to any
director who attends the meeting without protesting before or at its
commencement, the lack of notice to that director.
Section 12. ADJOURNMENT. A majority of the directors present,
whether or not constituting a quorum, may adjourn any meeting to another time
and place.
Section 13. NOTICE OF ADJOURNMENT. Notice of the time and place
of holding an adjourned meeting need not be given, unless the meeting is
adjourned for more than twenty-four (24) hours, in which case notice of the
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time and place shall be given before the time of the adjourned meeting to the
directors who were not present at the time of the adjournment.
Section 14. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the Board of Directors may be taken without a meeting,
if all members of the Board shall individually or collectively consent in
writing to that action. Such action by written consent shall have the same
force and effect as a unanimous vote of the Board of Directors. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board.
Section 15. FEES AND COMPENSATION OF DIRECTORS. Directors and
members of committees may receive such compensation, if any, for their
services, and such reimbursement of expenses, as may be fixed or determined by
resolution of the Board of Directors.
ARTICLE IV
OFFICERS
Section 1. OFFICERS. The officers of the corporation shall be a
Chief Executive officer, a President, a Secretary, and a Chief Financial
Officer. The corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board, one or more Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article. Any number of offices may be held by the same person.
Section 2. ELECTION OF OFFICERS. The officers of the
corporation, except such officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article IV, shall be chosen
annually by the Board of Directors, and each shall serve at the pleasure of the
Board, and shall hold their respective offices until their resignation,
removal, or other disqualification from service, or until their respective
successors shall be elected subject to the rights, if any, of an officer under
any contract of employment.
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Section 3. SUBORDINATE OFFICERS. The Board of Directors may
appoint, and may empower the President to appoint, such other officers as the
business of the corporation may require, each of whom shall hold office for
such period, have such authority and perform such duties as are provided in the
By-Laws or as the Board of Directors may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the
rights, if any, of an officer under any contract of employment, any officer may
be removed, either with or without cause by the Board of Directors, at any
regular or special meeting of the Board, or, except in case of an officer
chosen by the Board of Directors, by any officer upon whom such power of
removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall not
be necessary to make it effective. Any resignation is without prejudice to the
rights, if any, of the corporation under any contract to which the officer is a
party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office
because of death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed in these By-Laws for regular
appointments to that office.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
such an officer be elected, shall, if present, preside at all meetings of the
Board of Directors and exercise and perform such other powers and duties as may
be from time to time assigned to him by the Board of Directors or prescribed by
the By-Laws.
Section 7. PRESIDENT. Subject to such supervisory powers, if
any, as may be given by the Board of Directors to the Chairman of the Board, if
there be such an officer, the President shall be the Chief Executive Officer of
the corporation and shall, subject to the control of the Board of Directors,
have general supervision, direction, and control of the business and the
officers of the corporation. He shall preside at all meetings of the
shareholders and, in the absence of
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the Chairman of the Board, or if there be none, at all meetings of the Board of
Directors. He shall have the general powers and duties of management usually
vested in the office of President of a corporation, and shall have such other
powers and duties as may be prescribed by the Board of Directors or the
By-Laws.
Section 8. VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents, in order of their rank as fixed by the Board of
Directors or, if not ranked, the Vice President designated by the Board of
Directors, shall perform all 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. The Vice Presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for them respectively by
the Board of Directors or the By-Laws, and the President, or the Chairman of
the Board.
Section 9. SECRETARY. The Secretary shall keep or cause to be
kept, at the principal executive office and such other place as the Board of
Directors may direct, a book of minutes of all meetings and actions of
directors, committees of directors, and shareholders, with the time and place
of holding, whether regular or special, and, if special, how authorized, the
notice given, the names of those present at directors' meetings or committee
meetings, the number of shares present or represented at shareholders'
meetings, and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the Board of Directors, a share
register, or a duplicate share register, showing the names of all shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all meetings
of the shareholders and of the Board of Directors required by the By-Laws or by
law to be given, and the Secretary shall keep the seal of the corporation if
one be adopted, in safe custody, and shall have such other powers and perform
such other
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duties as may be prescribed by the Board of Directors or by the By-Laws. In
the absence or disability of the Secretary, the Assistant Secretary shall
perform all of the duties of the Secretary and when so doing shall have all of
the powers of and be subject to all of the restrictions upon the Secretary.
Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall keep and maintain, or cause to be kept and maintained, adequate and
correct books and records of accounts of the properties and business
transactions of the corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings, and shares.
The books of account shall at all reasonable times be open to inspection by any
director.
The Chief Financial Officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositaries as may be designated by the Board of Directors. The Chief
Financial Officer shall disburse the funds of the corporation as may be ordered
by the Board of Directors, shall render to the President and Directors,
whenever they request it, an account of all of his transactions as Chief
Financial Officer and of the financial condition of the corporation, and shall
have other powers and perform such other duties as may be prescribed by the
Board of Directors or the By-Laws. In the absence or disability of the Chief
Financial Officer, the Assistant Treasurer shall perform all the duties of the
Chief Financial Officer and when so doing shall have all of the powers of and
be subject to all of the restrictions upon, the Chief Financial Officer.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
Section 1. AGENTS, PROCEEDINGS, EXPENSES. For the purposes of
this Article, "agent" means any person who is or was a director, officer,
employee, or other agent of this corporation, or is or was serving at the
request of this corporation as a director, officer, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust or
other enterprise, or was a director, officer, employee, or
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agent of a foreign or domestic corporation which was a predecessor corporation
of this corporation or of another enterprise at the request of such predecessor
corporation; "proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative, or investigative; and
"expenses" includes, without limitation, attorneys' fees and any expenses of
establishing a right to indemnification under Section 4 or Section 5(c) of this
Article.
Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This
corporation shall indemnify any person who was or is a party, or is threatened
to be made a party, to any proceeding (other than an action by or in the right
of this corporation) by reason of the fact that such person is or was an agent
of this corporation, against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with such proceeding if
such person acted in good faith and in a manner such person reasonably believed
to be in the best interests of this corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of such person was
unlawful. The termination of any proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interests of this
corporation or that the person had reasonable cause to believe that the
person's conduct was unlawful.
Section 3. ACTIONS BY THE CORPORATION. This corporation shall
indemnify any person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action by or in the right of
this corporation to procure a judgment in its favor by reason of the fact that
such person is or was an agent of this corporation, against expenses actually
and reasonably incurred by such person in connection with the defense or
settlement of such action if such person acted in good faith, in a manner such
person believed would be in the best interests of this corporation and with
such care, including reasonable inquiry, as an ordinarily prudent person in a
like position would use under similar circumstances. No indemnification shall
be made under this Section 3:
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(a) In respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to this corporation in the
performance of such person's duty to this corporation, unless and only
to the extent that the court in which that action was brought shall
determine upon application that, in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity
for the expenses which the court shall determine;
(b) Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval; or
(c) Of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court
approval.
Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an
agent of this corporation has been successful on the merits in defense of any
proceeding referred to in Sections 2 or 3 of this Article, or in defense of any
claim, issue, or matter therein, the agent shall be indemnified against
expenses actually and reasonably incurred by the agent in connection therewith.
Section 5. REQUIRED APPROVAL. Except as provided in Section 4
of this Article, any indemnification under this Article shall be made by this
corporation only if authorized in the specific case upon a determination that
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct set forth in Sections 2 or 3 of this
Article, by:
(a) A majority vote of a quorum consisting of directors who
are not parties to such proceeding;
(b) Approval or ratification by the affirmative vote of a
majority of the shares of this corporation entitled to vote represented
at a duly held meeting at which a
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quorum is present or by the written consent of holders of a majority of
the outstanding shares entitled to vote. For such purpose, the shares
owned by the person to be indemnified shall not be considered
outstanding or entitled to vote thereon; or
(c) The court in which the proceeding is or was pending, upon
application made by this corporation, or the agent, the attorney or
other person rendering services in connection with the defense, whether
or not such application by the agent, attorney, or other person is
opposed by this corporation.
Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending
any proceeding may be advanced by this corporation prior to the final
disposition of such proceeding upon receipt of an undertaking by or on behalf
of the agent to repay such amount unless it shall be determined ultimately that
the agent is entitled to be indemnified as authorized in this Article.
Section 7. OTHER INDEMNIFICATION. No provision made by the
corporation to indemnify its or its subsidiary's directors or officers for the
defense of any proceeding, whether contained in the Articles of Incorporation,
By-Laws, a resolution of shareholders or directors, an agreement, or otherwise,
shall be valid unless consistent with this Article. Nothing contained in this
Article shall affect any right to indemnification to which persons other than
such directors and officers may be entitled by contract or otherwise.
Section 8. LIMITATIONS. No indemnification or advance shall be
made under this Article, except as provided in Section 4 or Section 5(c), in
any circumstance where it appears:
(a) That it would be inconsistent with a provision of the
Articles of Incorporation, a resolution of the shareholders, or an
agreement in effect at the time of the accrual of the alleged cause of
action asserted in the proceeding in which the expenses were incurred
or other amounts
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were paid, which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any condition expressly
imposed by a court in approving a settlement.
Section 9. INSURANCE. Upon and in the event of a determination
by the Board of Directors of this corporation to purchase such insurance, this
corporation shall purchase and maintain insurance on behalf of any agent of the
corporation against any liability asserted against or incurred by the agent in
such capacity or arising out of the agent's status as such whether or not this
corporation would have the power to indemnify the agent against that liability
under the provisions of this section.
Section 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This
Article does not apply to any proceeding against any trustee, investment
manager, or other fiduciary of an employee benefit plan in such person's
capacity as such, even though such person may also be an agent of the
corporation as defined in Section 1 of this Article. Nothing contained in this
Article shall limit any right to indemnification to which such a trustee,
investment manager, or other fiduciary may be entitled by contract or
otherwise, which shall be enforceable to the extent permitted by applicable law
other than this Article.
ARTICLE VI
RECORDS AND REPORTS
Section 1. MAINTENANCE AND INSPECTION OF REGISTER. The corporation
shall keep at its principal executive office, or at the office of its transfer
agent or registrar, if either be appointed and as determined by resolution of
the Board of Directors, a record of its shareholders, giving the names and
addresses of all shareholders and the number and class of shares held by each
shareholder.
A shareholder or shareholders of the corporation holding at least five
percent (5%) in the aggregate of the outstanding voting shares of the
corporation or who hold at least one percent (1%) of such voting shares and
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have filed a Schedule 14B with the United States Securities and Exchange
Commission relating to the election of directors of the corporation shall have
the right to (i) inspect and copy the records of shareholders' names and
addresses and shareholdings during usual business hours five (5) business days'
after written demand upon the corporation, and (ii) obtain from the transfer
agent for the corporation, upon written demand and upon the tender of its usual
charges for such a list, a list of the shareholders' names and addresses, who
are entitled to vote for the election of directors, and their shareholdings, as
of the most recent record date for which it has been compiled or as of a date
specified by the shareholder subsequent to the date of demand. This list shall
be made available on or before the later of five (5) business days after the
demand is received or the date specified therein as the date as of which the
list is to be compiled.
The record of shareholders shall also be open to inspection and
copying upon written demand of any shareholder or holder of a voting trust
certificate, at any time during usual business hours, for a purpose reasonably
related to such holder's interests as a shareholder or holder of a voting trust
certificate.
Any inspection and copying under this Section 1 may be made in person
or by an agent or attorney of the shareholder or holder of a voting trust
certificate making the demand.
Section 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The
corporation shall keep at its principal executive office, or if its principal
executive office is not in the State of California, at its principal business
office in this State, the original or a copy of the By-laws as amended to
date, which shall be open to inspection by the shareholders at all reasonable
times during office hours. If the principal executive office of the
corporation is outside the State of California and the corporation has no
principal business office in this State, the Secretary shall, upon the written
request of any shareholder, furnish to that shareholder a copy of the By-laws
as amended to date.
Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE
RECORDS. The accounting books and records and minutes of proceedings of the
shareholders and the Board of Directors and any committee or committees of the
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Board Directors shall be kept at such place or places designated by the Board
of Directors, or, in the absence of such designation, at the principal
executive office of the corporation. The minutes shall be kept in written form
and the accounting books and records shall be kept either in written form or in
any other form capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection upon the written
demand of any shareholder or holder of a voting trust certificate, at any
reasonable time during usual business hours, for a purpose reasonably related
to such holder's interests as a shareholder or as the holder of such voting
trust certificate. The inspection may be made in person or by an agent or
attorney, and shall include the right to copy and make extracts. These rights
of inspection shall extend to the records of each subsidiary corporation of the
corporation.
Section 4. INSPECTION BY DIRECTORS. Every director shall have
the absolute right at any reasonable time to inspect all books, records, and
documents of every kind and to inspect the physical properties of the
corporation and each of its subsidiary corporations. Such inspection by a
director may be made in person or by an agent or attorney and the right of
inspection includes the right to copy and make extracts of documents.
Section 5. ANNUAL REPORT TO SHAREHOLDERS. The Board of
Directors of the corporation shall cause an annual report to be sent to the
shareholders not later than one hundred twenty (120) days after the close of
the fiscal year adopted by the corporation. Such report shall be sent at least
fifteen (15) days before the annual meeting of shareholders to be held during
the next fiscal year and in the manner specified in Section 4 of Article II of
these By-laws for giving notice to shareholders of the corporation. The annual
report shall contain a balance sheet as of the end of such fiscal year and an
income statement and statement of changes in financial position for such fiscal
year, accompanied by any report thereon of independent accountants or, if there
is no such report, the certificate of an authorized officer of the corporation
that the statements were prepared without audit from the books and records of
the Company. The annual report referred to herein is expressly waived if the
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corporation has less than one hundred (100) shareholders.
Section 6. FINANCIAL STATEMENTS. A copy of any annual financial
statement and any income statement of the corporation for each quarterly period
of each fiscal year, and any accompanying balance sheet of the corporation as
of the end of each such period that has been prepared by the corporation shall
be kept on file in the principal executive office of the corporation for twelve
(12) months, and each such statement shall be exhibited at all reasonable times
to any shareholder demanding an examination of any such statement or a copy
shall be mailed to any such shareholder.
ARTICLE VII
GENERAL CORPORATE MATTERS
Section 1. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All
checks, drafts, or other orders for payment of money, notes, or other evidences
of indebtedness, issued in the name of or payable to the corporation, shall be
signed or endorsed by such person or persons and in such manner as, from time
to time, shall be determined by resolution of the Board of Directors.
Section 2. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.
The Board of Directors, except as otherwise provided in these By-laws, may
authorize any officer or officers, agent or agents, to enter into any contract
or execute any instrument in the name of and on behalf of the corporation, and
this authority may be general or confined to specific instances; and, unless so
authorized or ratified by the Board of Directors or within the agency power of
an officer, no officer, agent, or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or
to render it liable for any purpose or for any amount.
Section 3. CERTIFICATE FOR SHARES. Every holder of shares in
the corporation shall be entitled to have a certificate signed in the name of
the corporation by the Chairman or Vice Chairman of the Board or the President
or a Vice President and by the Chief Financial Officer or an Assistant
Treasurer or the Secretary or
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any Assistant Secretary, certifying the number of shares and the class or
series of shares owned by the shareholder. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if such person were an officer, transfer agent or registrar at the date of
issue.
Any such certificate shall also contain such legend or other statement
as may be required by Section 418 of the General Corporation Law, the Corporate
Securities Law of 1968, the federal securities laws, and any agreement between
the corporation and the issuee thereof.
Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the Board of Directors or the By-Laws may
provide; provided, however, that any such certificate so issued prior to full
payment shall state on the face thereof the amount remaining unpaid and the
terms of payment thereof.
Section 4. LOST CERTIFICATES. No new certificate for shares
shall be issued in lieu of an old certificate unless the latter is surrendered
and canceled at the same time; provided, however, that a new certificate will
be issued without the surrender and cancellation of the old certificate if (a)
the old certificate is lost, apparently destroyed or wrongfully taken; (b) the
request for the issuance of the new certificate is made within a reasonable
time after the owner of the old certificate has notice of its loss,
destruction, or theft; (c) the request for the issuance of a new certificate is
made prior to the receipt of notice by the corporation that the old certificate
has been acquired by a bona fide purchaser; (d) the owner of the old
certificate files a sufficient indemnity bond with or provides other adequate
security to the corporation; and (e) the owner satisfies any other reasonable
requirements imposed by the corporation. In the event of the issuance of a new
certificate, the rights and liabilities of the corporation, and of the holders
of the old and new certificates, shall be
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governed by the provisions of Section 8104 and 8405 of the California
Commercial Code.
Section 5. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
Chairman of the Board, the President, or any Vice President, or any other
person authorized by resolution of the Board of Directors or by any of the
foregoing designated officers, is authorized to vote on behalf of the
corporation any and all shares of any other corporation or corporations,
foreign or domestic, standing in the name of the corporation. The authority
granted to these officers to vote or represent on behalf of the corporation any
and all shares held by the corporation in any other corporation or corporations
may be exercised by any of these officers in person or by any person authorized
to do so by a proxy or power of authority duly executed by these officers.
Section 6. CONSTRUCTION AND DEFINITIONS. Unless the context
requires otherwise, the general provisions, rules of construction, and
definitions in the California General Corporation Law shall govern the
construction of these By-Laws. Without limiting the generality of the
foregoing, the masculine gender includes the feminine and neuter, the singular
number includes the plural, the plural number includes the singular, and the
term "person" includes both a corporation and a natural person.
ARTICLE VIII
AMENDMENTS
Section 1. AMENDMENT BY SHAREHOLDERS. New By-Laws may be
adopted or these By-Laws may be amended or repealed by the affirmative vote or
written consent of holders of a majority of the outstanding shares entitled to
vote except as otherwise provided by law or by the Articles of Incorporation.
Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the
shareholders as provided in Section 1 of this Article VIII, to adopt, amend or
repeal By-Laws, By-Laws other than a by-law or an amendment thereof changing
the authorized number of directors, may be adopted, amended, or repealed by the
Board of Directors.
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AMENDMENT TO BY-LAWS
OF
HASKEL INTERNATIONAL, INC.
Adopted at a special meeting of the Board of Directors held on
August 31, 1994, the By-Laws of this corporation are amended as follows:
That ARTICLE II, Section 2 be amended for 1994 only, as follows:
ARTICLE II, Section 2 be amended only for the
year 1994, for the purpose of changing the annual meeting of
the shareholders, for the shareholders of record on September
30, 1994, to be on November 22, 1994 at 9:00 o'clock A.M. For
the ensuing years, or until again amended, the date for the
annual meeting of the shareholders will remain as the third
Friday in October each year at 10:00 o'clock A.M.
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AMENDMENT TO BY-LAWS
OF
HASKEL INTERNATIONAL, INC.
Pursuant to a resolution adopted at a meeting of the Board of
Directors held on May 12, 1995, ARTICLE II, Section 2 of the By-Laws of this
corporation is amended as follows:
"For the year 1995, the annual shareholders meeting
will be October 5, 1995. For the ensuing years, or until this
Section is again amended, the date for the annual shareholders
meeting will remain as the fourth Friday in September."
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AMENDMENT TO BY-LAWS
OF
HASKEL INTERNATIONAL, INC.
Pursuant to a resolution adopted at a meeting of the Board of
Directors held on August 1, 1996, ARTICLE II, Section 2 of the By-Laws of this
corporation is amended as follows:
Section 2. The Annual Meeting of
shareholders shall be held on such date and at such time as
shall be fixed by the Board of Directors by resolution, at
which time the shareholders shall elect the Board of
Directors, consider reports of the affairs of the Corporation,
and transact such other business as may properly be brought
before the meeting.