EXHIBIT 3.29
ALLISON STEEL MANUFACTURING CO.
BY-LAWS
Offices
1. The principal place of business shall be at Phoenix, Maricopa
County, Arizona. The corporation may also have offices at such other places as
the Board of Directors may from time to time determine or the business of the
corporation may require.
Meetings of Stockholders
2. All meetings of the stockholders for the election of directors
shall be held at the office of the corporation in the City of Phoenix, Arizona,
or such other place as the Board of Directors may from time to time designate.
3. The annual meeting of stockholders, commencing with the year
1956, shall be held on the second Tuesday of May in each year, if not a legal
holiday, and if a legal holiday, then on the next secular day following, at
which meeting the stockholders shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought before
the meeting.
4. Written notice of the annual meeting and of the time and place
at which it is to be held shall be served upon or mailed to each stockholder at
his address as the same appears on the books of the corporation, at least ten
days prior to the meeting.
5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Articles of
Incorporation, may be called by the President, and shall be called by the
President or Secretary at the request in writing or by vote of a majority of the
Board of Directors, or at the request in writing of stockholders of record
owning a majority in amount of the shares of capital stock of the corporation
issued and outstanding. Such request shall state the purpose or purpose of the
proposed meeting.
6. Written notice of every special meeting of stockholders
stating the day, hour and place of the meeting and the general nature of the
business to be transacted, shall be served upon or mailed, postage prepaid, to
each stockholder of record entitled to vote on the business to be transacted at
such meeting, at such address as appears on the books of the corporation, at
least ten days prior to the date of such meeting.
7. Business transacted at all special meetings shall be confined
to the objects stated in the call.
8. At all meetings of the stockholders, the holders of a majority
of the stock issued and outstanding and entitled to vote on all business to be
transacted at such meeting, present in person or represented by proxy, shall be
requisite and shall constitute a quorum, for the transaction of business, except
as otherwise provided by statute, by the articles of incorporation or by those
by-laws. If, however, a quorum shall not be present or represented at any
meeting, the stockholders, present or represented by proxy, may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At any adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
9. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the stock having voting power in regard to
each question presented at such meeting, present in person or represented by
proxy, shall decide each such question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Articles of Incorporation or of these by-laws, a different vote is required in
which case such express provision shall govern and control the decision of such
questions
10. No stockholder shall be entitled to vote at any regular or
special meeting of stockholders unless the shares of stock so to be voted shall
stand regularly in his name on the twentieth day preceding the date of the
meeting (exclusive of the day of such mooting) or an such other day preceding
the date of the meeting as the Board of Directors by resolution may fix.
11. At any meeting of the stockholders every stockholder having
the right to vote may vote either in person or by proxy appointed by an
instrument in writing subscribed by such stockholder and filed with the
Secretary of the meeting before being voted upon. Each stockholder shall have
one vote for each share of stock having voting power in regard to the matter
being voted upon, registered in his name on the books of the corporation, except
that in every election of directors, each stockholder shall have the right to
cast as many votes in the aggregate as shall equal the number of shares having
voting power standing in his name on the books of the corporation, multiplied by
the number of directors to be elected and each stockholder may cast the whole
number of votes for one candidate, or distribute such votes among two or more
candidates. No person to whom stock has been transferred for money advanced
thereon or for any other indebtedness shall be entitled to vote such shares of
stock so pledged, but such shares may be voted only in person or by proxy, by
the registered owner.
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DIRECTORS
12. The Board of Directors shall consist of not less than three
(3) nor more than thirteen (13) members. The number of directors may within the
limits fixed in the Articles of Incorporation, be from time to time increased or
decreased by resolution adopted by the majority of the Board of Directors then
in office. The directors shall be elected by the stockholders at the annual
meeting of the stockholders, and each director shall be elected to serve until
his successor shall be elected and shall qualify. Directors need not be
stockholders.
13. If the office of any director becomes vacant by reason of an
increase of the number of directors constituting the Board, or by death,
resignation, retirement, disqualification, removal from office, or otherwise, a
majority of the directors then serving, although less than a quorum, may choose
a successor or successors who shall hold office for the unexpired term in
respect of which such vacancy occurred or until the next annual meeting of
stockholders.
14. The property, affairs and business of the corporation shall be
managed by the Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these By-laws directed or required to be
exercised or done by he stockholders.
MEETING OF DIRECTORS
15. The directors may hold their meetings and keep the books of
the corporation in the City of Phoenix, State of Arizona, or at such other place
or places as they may from time to time determine.
16. The first meeting of each newly elected board shall be held
immediately following the annual stockholders meeting, and no notice shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present, or they may meet at such place and
time as shall be fixed by the consent in writing of all such directors.
17. Regular meetings of the Board may be held without notice at
such time and place either within or without the State of Arizona as shall from
time to time be determined by the Board.
18. Special meetings of the Board of Directors may be held at any
time on call of the Secretary under the direction of the president or Vice
President, or any two Directors then in office, of which meeting two days'
notice either personally, or by mail or by telegram shall be given to each
Director, the time and place for holding the meeting to be designated in the
notice. Such meetings may be held at any time without notice if all members of
the Board consent thereto or are present at the meeting.
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19. At all meetings of the Board a majority of the whole Board of
Directors shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act or a majority of the Directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise provided by statute or by the Articles of
Incorporation or by these By-laws. If a quorum shall not be present at any
meeting of Directors the Directors present thereat may adjourn the meeting from
tire o time, without notice other than announcement at the meeting until a
quorum shall be present.
EXECUTIVE COMMITTEE
20. The Board of Directors may, by resolution or resolutions of at
least a majority of the whole Boards appoint an executive committee, to consist
of three or more of the Directors, which committee, to the extent provided in
said resolution or resolutions, shall have and may exercise the powers or the
Board of Directors in the management of the business and affairs of the
corporation. The Executive Committee shall keep regular minutes of its
proceedings and report the same to the Board when required.
COMPENSATION OF DIRECTORS
21. Directors, as such, shall not receive any stated salary for
their services but by resolution of the Board a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board. Nothing herein contained shall be construed to preclude
any director from serving the corporation in any other capacity and receiving
compensation therefore.
NOTICE
22. Whenever under the provisions of the statutes or of the
Articles of Incorporation or of these By-laws, notice is required to be given to
any Director or stockholder, it shall not be construed to mean personal notice
unless expressly so stated, but such notice may be given by depositing the same
in a post office or letter box in a sealed post-paid wrapper, addressed to such
Director or stockholder at such address as appears on the books of the
corporation, or, in default of other address, to such Director or stockholder at
the General Post Office in Phoenix, Arizona; and such notice shall be deemed to
have been given at the time of such mailing, except where notice is given by
wire, in which case notice shall be deemed to be given at the time the same is
delivered to the telegraph company.
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23. Whenever any notice is required to be given under the
provisions of the Articles of Incorporation or of these By-laws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
OFFICERS
24. The Board of Directors, at its first meeting after each annual
meeting of stockholders, shall elect a President, one or more Vice Presidents, a
Secretary and a Treasurer. Any two of the aforesaid offices, except those of
President and Vice President or President and Secretary, may be held by the same
person. Each such officer shall have the duties and powers usually incident to
the office held.
25. The Board may appoint such other officers and agents as it
shall deem necessary, including a Chairman of the Board, one or more Assistant
Secretaries, one or more Assistant Treasurers, a Comptroller, or any other
executive or administrative officers deemed necessary, who shall respectively
hold their offices for such terms and have such authority and perform such
duties as from time to time shall be prescribed by the Board.
26. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.
27. The officers of the corporation shall hold office for one year
and until their successors are chosen and shall have qualified. Any officer
elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. If the office of any
officer becomes vacant for any reason, the vacancy shall be filled by the Board
of Directors.
CERTIFICATES OF STOCK
28. The certificates of stock shall be numbered and entered in the
books of the corporations as they are issued. They shall exhibit the holder's
name and the number of share and shall be signed by or bear the facsimile
signature of the President or a Vice President and the Secretary or an Assistant
Secretary and shall bear the corporate seal or a facsimile thereof. For the
aforesaid purposes, the corporation adopts such facsimile signatures and seal as
evidencing the act of the corporation in the issuance of such certificates, with
the same effect as if manually signed and impressed.
29. The Board of Directors may authorize new certificates to be
issued in place of any certificates theretofore issued by the corporation
alleged to have been lost or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or destroyed,
provided that the owner of such lost or destroyed certificate or certificates,
or his legal representative shall give the corporation a bond in such sum as it
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may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
TRANSFERS OF STOCK
30. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and enter on the books of the corporation
the names of the persons by whom and to whom the transfer is made, the number or
other designation of the shares and the date of the transfer.
CLOSING OF TRANSFER OF BOOKS
31. The Board of Directors may close the transfer books in their
discretion for a period not exceeding twenty days preceding the date fixed for
holding any meeting, annual or special, of the stockholders, or the day
appointed for the payment of a dividend.
REGISTERED STOCKHOLDERS
32. The corporation shall be entitled to treat the registered
holder of any share or shares of stock as the holder in fact and absolute owner
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person, whether or
not if shall have express or other notice thereof, except as expressly provided
by the laws of Arizona.
DIVIDENDS
33. Dividends on the capital stock of the corporation, subject to
the provisions of the Articles of Incorporation, may be declared by the Board of
Directors at any regular or special meeting, pursuant to law.
34. Before payment of any dividend or making any distribution of
profits, there may be set aside out of funds of the corporation available for
dividends, such sum or sums as the Directors from time to time, in their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for any such other purpose as the Directors shall think
conducive to the interest of the corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.
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CORPORATE SEAL
35. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its creation and the words "Corporate Seal,
Arizona".
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