EXHIBIT 4.2
as amended to
July 29, 1987
AMCAST INDUSTRIAL CORPORATION
CODE OF REGULATIONS
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ARTICLE I
SECTION 1. The Annual Meeting of the Stockholders of the Corporation
for the purposes of electing directors and transacting such other business as
may properly come before the meeting, shall be held at the principal office of
the Corporation or at such other place either within or without the State of
Ohio as may be specified in the notice of the meeting, on such date during the
fourth or fifth month following the end of each fiscal year of the Corporation
as shall be determined by the Board of Directors or, in the absence of such
determination, on the third Wednesday of December of each year.
SECTION 2. Special meetings may be held at the call of the president or
a majority of the Board of Directors. A written or printed notice of each annual
or special meeting of stockholders stating the time, place and purpose or
purposes thereof shall be given either by personal delivery or by mail to each
stockholder of record entitled to notice thereof, not more than sixty (60) days
nor less than seven (7) days before any such meeting.
SECTION 3. At any Stockholders' Meeting, a majority of the stock must
be represented to constitute a quorum for the transaction of business, but less
than quorum may adjourn to a future day.
SECTION 4. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
Corporation. Nominations of persons for election as directors of the Corporation
may be made at a meeting of shareholders (i) by or at the direction of the Board
of Directors or by any committee or person appointed by the Board of Directors
or (ii) by any shareholder of the Corporation entitled to vote for the election
of directors at the meeting who complies with the notice procedure set forth in
this paragraph. Any nomination other than those governed by clause (i) of the
preceding sentence shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 50 days nor more than 75 days prior to the meeting;
provided, however, that in the event that less than 60 days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholders to be timely must be so received not later than the
close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such shareholder's notice to the Secretary shall set forth (a) as to each person
whom the shareholder proposes to nominate for election as a direction (i) the
name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
any such shares of the Corporation or any subsidiary of the Corporation which
are beneficially owned by such person and (iv) any other information relating to
such person that is required to be disclosed in solicitations of proxies for
election for directors pursuant to any then existing rule or regulation
promulgated under the Securities Exchange Act of 1934, as amended; and (b) as to
the shareholder giving the notice (i) the name and record address of such
shareholder and (ii) the class and number of shares of the Corporation which are
beneficially owned by such shareholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as a
director. No person shall be eligible for election as a director unless
nominated as set forth herein.
The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
This Section 4 of Article I may not be altered, repealed, amended or
superseded, and no amendment to this Code of Regulations which is inconsistent
therewith may be adopted without the affirmative vote of holders of record of
shares entitling them to exercise at least 80% of the voting power of the
Corporation.
ARTICLE II
SECTION 1. The business of the Corporation shall be managed by a Board
of nine directors, which shall be divided into three classes, each consisting of
three directors. A separate election shall be held for each class of directors
at any meeting of stockholders at which a member or members of more than one
class of directors is being elected. At each annual election, the directors
elected to the class whose term shall expire in that year shall hold office for
a term of three years and until their respective successors are elected.
SECTION 2. The directors shall elect all the officers of the
Corporation and fix their salaries. In the event of the occurrence of any
vacancy or vacancies in the Board of Directors, however caused, the remaining
directors, though less than a majority of the whole authorized number of
directors, may, by the vote of a majority of their number, fill any such vacancy
for the balance of the unexpired term.
SECTION 3. The regular meeting of the Board of Directors for the
election of officers shall be held immediately after adjournment of each annual
meeting of the stockholders. Other meetings of the Board of Directors shall be
held at such time and place as the Board may designate.
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SECTION 4. The Board of Directors may appoint an Executive Committee of
not less than three or more than five of its members, which shall have charge of
the business of the Company between the meetings of the Board, and may also
appoint from time to time, such other committees, standing or special, as it
shall deem best, to consist of not less than three of its members, and may
delegate to such committees such powers and authority as the Board shall deem
proper, and revoke appointments of such committees or restrict or modify their
powers.
SECTION 5. A quorum of the Board of Directors at any organization,
regular, or special meeting shall consist of a majority of the directors then in
office, except that a majority of the directors present at a meeting duly held,
whether or not a quorum is present may adjourn the meeting from time to time. At
each meeting of the Board of Directors at which a quorum is present, all
questions and business shall be determined by a majority vote of those present
except as in this Code of Regulations otherwise expressly provided.
SECTION 6. The affirmative vote of the holders of shares entitling them
to exercise at least four-fifths of the voting power of the Corporation entitled
to elect directors shall be required to remove all the directors, or all
directors of a particular class, or any individual director and to elect
directors in place of those removed, provided that unless all directors or all
directors of a particular class are removed, no individual director shall be
removed if a sufficient number of shares is voted against removal which if voted
cumulatively for the election of a director in an election for the entire number
of directors of the Corporation, as then fixed pursuant to Section 1 of this
Article II, would be sufficient to elect at least one director.
SECTION 7. No amendment to the Code of Regulations of the Corporation
shall amend, alter, change or repeal the provisions of this Article II, unless
the amendment effecting such amendment, alteration, change or repeal shall
receive the affirmative vote of shares entitling them to exercise at least
four-fifths of the voting power of the Corporation.
ARTICLE III
SECTION 1. The officers of this Corporation shall be a president, one
or more vice presidents, a secretary, a treasurer, and, if desired by the Board
of Directors, a chairman of the board, who shall be a director, and such other
officers and assistants as the Board of Directors may from time to time
determine.
Any two or more offices may be held by one person, except the offices
of president and vice president.
SECTION 2. All officers of the Corporation shall be elected by the
Board of Directors and shall hold office until the meeting of the Board of
Directors following the Annual Meeting of Stockholders or until their successors
are elected and qualified. The Board of Directors may remove any officer at any
time, with or without cause. The Board of Directors may fill any vacancy in any
office occurring from whatever cause.
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SECTION 3. Each officer and assistant officer shall have such duties,
responsibilities, powers and authority as may be prescribed by law or assigned
to him by the Board of Directors from time to time.
ARTICLE IV
SECTION 1. The Board of Directors may, by resolution, forbid the
transfer of stock for a period not exceeding thirty (30) days prior to a meeting
of the stockholders or prior to a time when a dividend is payable.
ARTICLE V
SECTION 1. These regulations may be amended or repealed at any meeting
of the Corporation.
ARTICLE VI
SECTION 1. The Corporation shall indemnify each person who at any time
was or is a director or officer of the Corporation, or was or is serving at the
request of the Corporation as a director, trustee, or officer, of another
corporation, domestic or foreign, non-profit, partnership, joint venture, trust
or other enterprise, against expenses, including attorneys' fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him in
connection with any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of such service in accordance with and to the full extent then permitted by the
law of Ohio. This right of indemnification shall not be deemed exclusive of any
other rights to which any person seeking indemnification may be entitled in any
capacity under the Articles or the Regulations or any agreement, vote of
stockholders or disinterested directors, or otherwise both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, or officer, and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
SECTION 2. The Board of Directors may authorize the purchase and
maintenance by the Corporation of (1) insurance of the Corporation against loss
caused by the acts of its directors or officers and (2) insurance on behalf of
any person who is or was a director or officer of the Corporation, or is or was
serving at the request of the Corporation as a director, trustee, or officer of
another corporation, domestic or foreign, non-profit or for profit, partnership,
joint venture, trust, or other enterprise against any liability asserted against
him and incurred by him in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under applicable law.
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