Ex 3.22
ACTION OF SOLE SHAREHOLDER
WITHOUT A MEETING
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Eagle-Picher Industries, Inc., being the sole shareholder of Daisy
Parts, Inc., a Michigan corporation ("the Corporation"), hereby amends and
restates the Bylaws of the Corporation to provide as follows:
BYLAWS
ARTICLE 1
STOCK
SECTION 1. CERTIFICATES OF SHARES. The Certificates for shares
of the Capital Stock of the Corporation shall be in such form, not inconsistent
with the Articles of Incorporation of the Corporation, as shall be prepared or
be approved by the Board of Directors. The Certificates shall be signed by the
President or Vice President, and also by the Secretary.
SECTION 2. TRANSFER OF SHARES. Shares of the Capital Stock of
the Corporation shall be transferred by endorsement of the certificate
representing said shares by the registered holder thereof or his attorney and
surrender of the certificate to the Secretary for cancellation. Whereupon the
Secretary shall issue to the transferee or transferees, as specified by the
endorsement upon the surrendered certificate, a new certificate for a like
number of shares. Transfers shall only be made upon the books of the Corporation
upon said surrender and cancellation. Transfers shall entitle the transferee to
all the privileges, rights and interests of a shareholder of the Corporation.
SECTION 3. CLOSING THE STOCK BOOKS. The stock books shall be
closed for the meeting of the shareholders, and for the payment of dividends
during such period, not more than forty days nor less than ten days before the
date of the shareholders' meeting, as from time to time may be determined by the
Board of Directors, and during such period no stock shall be transferred upon
said books.
SECTION 4. LOST CERTIFICATES. In case of the loss of any
certificate of shares of stock, upon affidavit by the registered holder or his
representative of such loss, and subject to any additional requirement of the
Board of Directors, the Secretary shall issue a duplicate certificate in its
place, upon the Corporation's being fully indemnified therefor.
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SECTION 5. DIVIDENDS. The Board of Directors, in its
discretion from time to time, may declare dividends upon the Capital Stock from
the surplus and net profits of the Corporation.
SECTION 6. FISCAL YEAR. The fiscal year of the Corporation
shall end on the 30th day of November in each year.
SECTION 7. CORPORATE SEAL. The Corporation shall have no seal
unless and until the Board of Directors adopts a seal in such form as the Board
may designate or approve.
ARTICLE 2
SHAREHOLDERS' MEETING
SECTION 1. TIME, PLACE AND PURPOSE. Meetings of the
shareholders of the Corporation shall be held annually at the registered office
of the Corporation at 10:00 a.m. on the third (3rd) Tuesday of August of each
year, if not a legal holiday, and if a legal holiday, then on the day following,
for the purpose of electing directors, and for the transaction of such other
business as may be brought before the meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders may be called by the President and Secretary, and shall be called
by either of them at the request in writing or by vote of a majority of the
Board of Directors, or at the request in writing by shareholders of record
owning a majority in amount of the entire Capital Stock of the Corporation
issued and outstanding.
SECTION 3. NOTICE. Written notice of any shareholders' meeting
shall be mailed to each shareholder at his last known address, as the same
appears on the stock books of the Corporation, or otherwise, at least ten days
prior to any meeting. Any notice of a special meeting shall indicate briefly the
object or objects thereof. If all the shareholders waive notice of the meeting,
no notice of the same shall be required; and whenever all the shareholders shall
meet in person or by proxy, such meeting shall be valid for all purposes,
without call or notice, and at such meeting any corporate action shall not be
invalid for want of notice.
SECTION 4. QUORUM. At any meeting of the shareholders, the
holders of sixty percent of all the voting shares of the Capital Stock of the
Corporation issued and outstanding, present in person or represented by proxy,
shall constitute a quorum. Meetings at which less than a quorum is represented
may, however, be adjourned from time to time to a future date by those who
attend, without further notice other than the announcement at such meeting; and
when a quorum shall be present upon any such adjourned day, any business may be
transacted which might have been transacted at the meeting as originally called.
SECTION 5. VOTING. Each shareholder shall be entitled to one
vote for each
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share of voting stock standing registered in his or her name on the stock books
of the Corporation, in person or by proxy duly appointed in writing and filed
with the Secretary of the meeting, on all questions and elections. No proxy
shall be voted after three years from its date unless said proxy provides for a
longer period.
SECTION 6. ORGANIZATION. The President shall call meetings of
the shareholders to order and shall act as Chairman of such meetings, unless
otherwise determined by the holders of a majority of all the shares of the
Capital Stock issued and outstanding, present in person or by proxy. The
Secretary of the Corporation shall act as Secretary of all meetings of the
Corporation; but in the absence of the Secretary at any meeting of the
shareholders or his inability to act as Secretary, the presiding officer may
appoint any person to act as Secretary of the meeting.
SECTION 7. INSPECTORS. Whenever any shareholder present at a
meeting of shareholders shall request the appointment of inspectors, a majority
of the shareholders present at such meeting and entitled to vote thereat shall
appoint inspectors who need not be shareholders. If the right of any person to
vote at such meeting shall be challenged, the inspectors of election shall
determine such right. The inspectors shall receive and count the votes either
upon an election or for the decision of any question and shall determine the
result. A writing by the inspectors certifying any vote shall be prima facie
evidence thereof.
SECTION 8. NEW SHAREHOLDERS. Every person becoming a
shareholder in the Corporation shall be deemed to assent to these Bylaws, and
shall designate to the Secretary the address to which he desires that the notice
herein required to be given may be sent; and all notices mailed to such
addresses, with postage prepaid, shall be considered as duly given at the date
of mailing. Any person failing to so designate his address shall be deemed to
have waived notice of such meeting.
SECTION 9. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the shareholders at any annual or special meeting may
be taken by a writing signed by all of the shareholders indicating their
unanimous consent.
ARTICLE 3
DIRECTORS
SECTION 1. DUTIES, NUMBER, CLASSIFICATION AND TERM OF OFFICE.
The business and the property of the Corporation shall be managed and controlled
by the Board of Directors. The number of Directors shall consist of one or more
members, but such number may be changed from time to time by action of the
shareholders. Directors shall hold office for a term of one year and until their
successors are elected and qualified, or until their resignation or removal.
SECTION 2. PLACE OF MEETING. The Directors may hold their
meetings in such place or places within or without this State as a majority of
the Board of Directors may from
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time to time determine.
SECTION 3. MEETINGS. Meetings of the Board of Directors may be
called at any time by the President or Secretary, or by a majority of the Board
of Directors. Directors shall be notified in writing, personally or by telephone
of the time, place and purpose of all meetings of the Board at least three days
prior to the meeting, except the regular meeting held immediately after the
annual meeting of shareholders. Any Director shall, however, be deemed to have
waived such notice by his attendance at any meeting.
SECTION 4. QUORUM. A majority of the Board of Directors shall
constitute a quorum for the transaction of business; and if at any meeting of
the Board of Directors there be less than a quorum present, a majority of those
present may adjourn the meeting from time to time.
SECTION 5. VACANCIES. Vacancies in the Board of Directors
shall be filled by the remaining members of the Board. A Director so elected to
fill any vacancy shall be a director until his successor is elected by the
shareholders, who may make such election at the next annual meeting of the
stockholders or at any special meeting duly called for that purpose.
SECTION 6. COMPENSATION. No Director shall receive any salary
or compensation for his services as Director, unless otherwise especially
ordered by the Board of Directors or by Bylaw.
SECTION 7. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the Board of Directors at any regular, annual, or
special meeting may be taken by the Directors by a writing signed by all of the
Directors indicating their unanimous consent.
ARTICLE 4
OFFICERS
SECTION 1. The Board of Directors shall select a President, a
Secretary and a Treasurer and may select one or more Vice-Presidents, Assistant
Secretaries and Assistant Treasurers, who shall be elected by the Board of
Directors at their regular meeting held immediately after the adjournment of the
regular annual shareholders' meeting. The term of office shall be for one year
and/or until their successors are chosen. No one of such officers need be a
director. Any two of the above offices, except those of President and
Vice-President, may be held by the same person, but no officer shall execute,
acknowledge, or verify any instrument in more than one capacity. The Board of
Directors may fix the salaries of the officers of the Corporation.
SECTION 2. The Board of Directors may also appoint such other
officers and agents as it may deem necessary for the transaction of the business
of the Corporation. All officers and agents shall respectively have such
authority and perform such duties in the management of the property and affairs
of the Corporation as may be designated by the Board of Directors. Any officer
or agent may be removed, or any vacancies filled, by the Board of Directors
whenever in its
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judgment the business interests of the Corporation will be served thereby.
SECTION 3. The Board of Directors may secure the fidelity of
any or all of such officers by bond or otherwise.
ARTICLE 5
DUTIES OF OFFICERS
SECTION 1. PRESIDENT. The President shall be the chief
executive officer of the Corporation, and in the recess of the Board of
Directors shall have the general control and management of its business and
affairs, subject, however, to the right of the Board of Directors to delegate
any specific power to any other officer or officers of the Corporation, except
such as may be by statute exclusively conferred upon the President.
SECTION 2. VICE-PRESIDENT. In case the office of President
shall become vacant by death, resignation, or otherwise, or in case of the
absence of the President, or his disability to discharge the duties of his
office, such duties shall, for the time being, devolve upon the Vice-President
designated by the Board, who shall do and perform such other acts as the Board
of Directors may, from time to time, authorize him to do.
SECTION 3. TREASURER. The Treasurer shall have custody and
keep account of all money, funds and property of the Corporation, unless
otherwise determined by the Board of Directors, and he shall render such
accounts and present such statements to the Directors and President as may be
required of him. He shall deposit all funds of the Corporation which may come
into his hands in such bank or banks as the Board of Directors may designate. He
shall keep all bank accounts in the name of the Corporation and shall exhibit
his books and accounts, at all reasonable times, to any Director of the
Corporation upon application at the office of the Corporation during business
hours. He shall pay out money as the business may require upon the order of the
properly constituted officer or officers of the Corporation, taking proper
vouchers therefor; provided, however, that the Board of Directors shall have the
power by resolution to delegate any of the duties of the Treasurer to other
officers, and to provide by what officers, if any, all bills, notes, checks,
vouchers, orders or other instruments shall be countersigned. He shall perform,
in addition, such other duties as may be delegated to him by the Board of
Directors.
SECTION 4. SECRETARY. The Secretary of the Corporation shall
keep the minutes of all the meetings of the shareholders and Board of Directors
in books provided for that purpose. He shall attend to the giving and receiving
of all notices of the Corporation. He shall have charge of the stock books and
such other books and records as the Board of Directors may direct, all of which,
shall at all reasonable times be open to the examination of any Director upon
application at the office of Secretary. He shall perform, in addition, such
other duties as may be delegated to him by the Board of Directors.
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ARTICLE 6
NOTICE
NOTICE. Any notice required by statute or by these Bylaws to
be given to the shareholders, to directors, or to any officer of the
Corporation, shall be deemed to be sufficiently given by depositing the same in
a post office box, in a sealed, post-paid wrapper, addressed to such
shareholder, director, or officer at his last known address, and such notice
shall be deemed to have been given at the time of such mailing.
ARTICLE 7
AMENDMENTS
The shareholders or the Board of Directors may alter, amend,
add to or repeal these Bylaws by majority vote, or by a writing signed by all of
the shareholders or all of the directors indicating their unanimous consent,
including the fixing and altering of the Board of Directors; provided that the
Board of Directors shall not make or alter any Bylaws fixing their
qualifications, classification, or term of office.
IN WITNESS WHEREOF, Eagle-Picher Industries, Inc. has caused this
Action of Sole Shareholder Without a Meeting to be executed by a duly authorized
officer this 16th day of November, 2001.
EAGLE-PICHER INDUSTRIES, INC.
By /s/ David G. Krall
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David G. Krall,
Senior Vice President, General
Counsel and Secretary
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