Exhibit 3(d)
FERRO CORPORATION
CODE OF REGULATIONS
As Amended on April 24, 1987
ARTICLE I.
Meetings of Shareholders
Section 1. ANNUAL MEETING. The annual meeting of the shareholders
of the Corporation shall be held at the principal office in the City of
Cleveland, Ohio, at 10:00 A.M. or at such other time and such other place within
or without the State of Ohio as the directors may determine on such date as the
Board of Directors may determine. The directors shall be elected thereat and
such other business transacted as may be specified in the notice of the meeting.
Section 2. SPECIAL MEETINGS. Special meetings of the shareholders
may be called at any time by the Chairman of the Board, the President, or a
majority of the directors acting with or without a meeting, or by shareholders
holding twenty-five percent or more of the outstanding shares entitled to vote
thereat. Such meetings may be held within or without the State of Ohio at such
time and place as may be specified in the notice thereof.
Section 3. NOTICE OF MEETINGS. A written or printed notice of
every annual or special meeting of the shareholders, stating the time and place
and the purposes thereof, shall be given to each shareholder entitled to notice
as provided by law, which notice may be served upon a shareholder in person or
may be mailed to his last address appearing on the books of the Corporation, at
least ten days before any such meeting.
Section 4. PERSONS BECOMING ENTITLED BY OPERATION OF LAW. Every
person who by operation of law, by transfer, or by any other means whatsoever,
shall become entitled to any share, or right or interest therein, shall be bound
by every notice in respect of such share, which, prior to the entering of his
name and address upon the books of the Corporation, shall have been duly given
to the record holder from whom he derived his title to such share.
Section 5. QUORUM AND ADJOURNMENTS. Except as may be otherwise
required by law or by the Amended Articles of Incorporation, as amended from
time to time, the holders of shares entitling them to exercise a majority of the
voting power of the Corporation shall constitute a quorum to hold a
shareholders' meeting. Any meeting, whether or not a quorum is present, may be
adjourned from time to time and from place to place by vote of the holders of a
majority of the voting shares represented thereat, without notice other than by
announcement at such meeting.
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ARTICLE II.
Directors
Section 1. NUMBER. The number of directors shall be not less than
nine nor more than fifteen as may be determined by the vote of the shareholders
entitling them to exercise a majority of the voting power of the Company at any
annual meeting or special meeting called for the purpose of electing directors,
and when so fixed such number shall continue to be the authorized number of
directors until changed by the shareholders by vote as aforesaid or by the
directors as hereinafter provided. In addition to the authority of the
shareholders to fix or change the number of directors, the directors, by
majority vote of the directors in office, may change the number of directors and
may fill any director's office that is created by an increase in the number of
directors. In exercising the foregoing authority, the directors may not change
the number of directors by more than two (2) from the number authorized by the
shareholders at the last annual or special meeting of the shareholders at which
the number of directors was fixed and in no event may the directors fix the
number of directors at less than nine nor more than fifteen.
Section 2. CLASSIFICATION AND ELECTION OF DIRECTORS. The directors
shall be divided into three classes each consisting of not less than three nor
more than five directors. At the annual meeting of shareholders in 1969, one
class of directors shall be elected for a one year term, one class for a two
year term and one class for a three year term. At each succeeding annual meeting
of shareholders successors to the class of directors whose term expires in that
year will be elected for a three year term. At such time as shareholders or
directors fix or change the total number of directors comprising the Board, they
shall also fix, or determine the adjustment to be made to, the number of
directors comprising the three classes of directors, provided, however, that no
reduction in the number of directors shall of itself result in the removal of or
shorten the term of any incumbent director. In case of any increase in the
number of directors of any class, any additional directors elected to such class
shall hold office for a term which shall coincide with the term of such class. A
separate election shall be held for each class of directors and for any director
or directors added to an existing class as hereinabove provided. Election of
directors at a meeting of the shareholders shall be by ballot whenever requested
by any person entitled to vote at the meeting; but unless so requested, such
election may be conducted in any way approved at such meeting.
Section 3. TENURE OF OFFICE. A director shall hold office until
the annual meeting for the year in which his term expires or until his successor
is elected and qualified; subject, however, to prior resignation, death or
removal as provided by law. A director may be elected to succeed himself.
Section 4. VACANCIES. Whenever any vacancy shall occur among the
directors, the remaining directors shall constitute the directors of the Company
until such vacancy is filled or until the number of directors is changed as
above provided. The remaining directors, though less than a majority of the
whole authorized number of directors, may, by a vote of a majority of their
number, fill any vacancy for the unexpired term.
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Section 5. ORGANIZATION MEETING. After each annual meeting of the
shareholders, or special meeting held in lieu thereof, the newly elected
directors, if a quorum thereof be present, shall hold an organization meeting at
the same place or at such other time and place as may be fixed by the
shareholders at their meeting, for the purpose of electing officers and
transacting any other business. Notice of such meeting need not be given. If for
any reason said organization meeting is not held at such time, a special meeting
for such purpose shall be held as soon thereafter as practicable.
Section 6. REGULAR MEETINGS. Regular meetings of the directors may
be held at such time and places within or without the State of Ohio as may be
provided for in by-laws or resolutions adopted by the directors, and upon such
notice, if any, as shall be so provided for.
Section 7. SPECIAL MEETINGS. Special meetings of the directors may
be held at any time within or without the State of Ohio, upon call by the
Chairman of the Board, the President, or any two directors. Notice of each such
meeting shall be given to each director by letter or telegram or telephone, or
in person, not less than twenty-four hours prior to such meeting. Unless
otherwise indicated in the notice thereof, any business may be transacted at any
organization, regular, or special meeting.
Section 8. QUORUM AND ADJOURNMENTS. A majority of the directors in
office at the time shall constitute a quorum. Any meeting, whether or not a
quorum is present, may be adjourned from time to time and place to place within
or without the State of Ohio by vote of a majority of the directors present
without notice other than by announcement at the meeting. At any meeting at
which a quorum is present, all questions and business shall be determined by the
affirmative vote of not less than a majority of the directors present.
Section 9. COMPENSATION. The directors are authorized to fix a
reasonable retainer for directors or a reasonable fee for attendance at any
meeting of the directors, the Executive Committee, or other committees elected
under Article III hereof, or any combination of retainer and attendance fee,
provided that no compensation as director shall be paid to any director who is
an employee of the Corporation or of a subsidiary. In addition to such
compensation or fees provided for directors, they shall be reimbursed for any
expenses incurred by them in traveling to and from such meetings.
Section 10. EMERGENCY BY-LAWS. The directors are authorized to
adopt emergency by-laws, subject to repeal or change by action of the
shareholders, which shall be operative only during an emergency as defined in
Section 1701.01(U) of the Ohio Revised Code. Such emergency by-laws may make
such provisions and have such effect as are permitted by Section 1701.111 of the
Ohio Revised Code.
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ARTICLE III.
Committees.
Section 1. MEMBERSHIP AND ORGANIZATION OF EXECUTIVE COMMITTEE.
(a) The directors may, at any time, elect from their number an
Executive Committee which shall consist of not less than three members and which
shall include in any event the President, each of whom shall hold office during
the pleasure of the directors and may be removed at any time, with or without
cause, by vote thereof. The directors may elect one or more directors as
alternate members of the Committee, who may take the place of any absent member
or members at any meeting of the Committee.
(b) Vacancies occurring in the Committee may be filled by the
directors.
(c) The Committee may appoint one of its own number as Chairman
who shall preside at all meetings and may also appoint a Secretary (who need not
be a member of the Committee) who shall keep its records and who shall hold
office during the pleasure of the Committee.
Section 2. MEETINGS OF EXECUTIVE COMMITTEE.
(a) Stated meetings of the Committee may be held without notice of
the time, place, or objects thereof and shall be held at such times and places
within or without the State of Ohio as the Committee may from time to time
determine.
(b) Special meetings may be held at any place within or without
the State of Ohio and until otherwise ordered by the Committee shall be held at
any time and place at the call of the Chairman or any two members thereof, upon
such notice as the Committee may from time to time determine.
(c) The Committee may act without a meeting, by writing or
writings signed by all its members.
(d) A majority of the members of the Committee shall be necessary
for the transaction of any business, and at any meeting the Committee may
exercise any or all of its powers and any business which shall come before any
meeting may be transacted thereat, provided a majority of the Committee is
present, but in every case the affirmative vote of a majority of all of the
members of the Committee shall be necessary to any action by it taken.
Section 3. POWERS OF EXECUTIVE COMMITTEE. Except as its powers,
duties, and functions may be limited or prescribed by the directors, during the
intervals between the meetings of the directors the Committee shall possess and
may exercise all the powers of the directors in the management and control of
the business of the Corporation; provided, that the Committee shall not be
empowered to declare dividends, elect officers, or fill vacancies among
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the directors or Executive Committee. All actions of the Committee shall be
reported to the directors at their meeting next succeeding such action and shall
be subject to revision or alteration by the directors, provided that rights of
any third person shall be affected thereby.
Section 4. OTHER COMMITTEES. The directors may elect other
committees from among the directors in addition to or in lieu of the Executive
Committee and give to them any of the powers that under the foregoing provisions
could be vested in an Executive Committee. Sections 1 and 2 of this Article and
the reporting requirements of Section 3 of this Article shall be applicable to
such other committees, except that the President need not be a member of any
such committee.
ARTICLE IV.
Officers
Section 1. OFFICERS DESIGNATED. The directors at their
organization meeting or special meeting held in lieu thereof shall elect a
President, one or more Vice Presidents, a Secretary, and a Treasurer, and, in
their discretion, a Chairman of the Board and such other officers as the
directors may deem necessary. The Chairman of the Board and the President shall,
and the other officers may, but need not, be chosen from among the directors.
Any two or more of such offices, other than that of President and Vice
President, Secretary and Assistant Secretary, or Treasurer and Assistant
Treasurer, may be held by the same person, but no officer shall execute,
acknowledge, or verify any instrument in more than one capacity.
Section 2. TENURE OF OFFICE. The officers of the Corporation shall
hold office until the next annual meeting of the directors and until their
successors are chosen and qualified, except in case of resignation, death, or
removal. The directors may remove any officer at any time with or without cause
by a majority vote of the directors in office at the time. A vacancy, however
created, in any office may be filled by election by the directors.
Section 3. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
any, shall preside at meetings of the shareholders and of the directors, and
shall have such other powers and duties as from time to time may be prescribed
by the directors.
Section 4. PRESIDENT. In the absence of the Chairman of the Board,
the President shall preside at meetings of the shareholders and of the
directors. He may execute all authorized deeds, mortgages, bonds, contracts, and
other obligations in the name of the Corporation and shall have such other
powers and duties as may be prescribed by the directors.
Section 5. CHIEF EXECUTIVE OFFICER. Either the Chairman of the
Board or the President shall be designated by the directors as the chief
executive officer of the Corporation and the one so designated shall have
general supervision over its property, business, and affairs and shall perform
all duties incident to such office, subject to the directions of the directors.
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Section 6. VICE PRESIDENTS. The Vice Presidents shall have such
powers and duties as may be prescribed by the directors or as may be delegated
by the President. In the case of absence or disability of the President or when
circumstances prevent the President from acting, the Vice Presidents, in the
order designated by the directors, shall perform the President's duties. In case
the President and the Vice President or Vice Presidents are absent or unable to
perform their duties, the directors may appoint a President pro tempore.
Section 7. SECRETARY. The Secretary shall keep the minutes of all
meetings of the shareholders and of the directors. He shall keep such records as
may be required by the directors, shall have charge of the seal of the
Corporation, shall give all notices of shareholders' and directors' meetings
required by law or by these Regulations or otherwise, provided that any person
or persons entitled to call a shareholders' or directors' meeting may give such
notice. The Secretary shall have such other powers and duties as the directors
may prescribe.
Section 8. TREASURER. The Treasurer shall receive and have in
charge all moneys, bills, notes, bonds, stocks and securities in other
corporations, and similar property belonging to the Corporation and shall do
with the same as may be ordered by the directors. He shall keep accurate
financial accounts and hold the same open for inspection and examination of the
directors. On the expiration of his term of office, he shall turn over to his
successor or to the directors all property, books, papers, and moneys of the
Corporation in his hands. The Treasurer shall have such other powers and duties
as the directors may prescribe.
Section 9. OTHER OFFICERS. Any Assistant Secretary or Assistant
Treasurer and any other officer the directors may elect shall have such powers
and duties as the directors may prescribe.
Section 10. AUTHORITY TO EXECUTE DOCUMENTS. The authority of each
Vice President, the Secretary, and the Treasurer to execute all authorized
deeds, mortgages, bonds, contracts, and other obligations in the name of the
Corporation shall be coordinate with the like powers of the President, and any
such instrument so executed by any Vice President, the Secretary, or the
Treasurer shall be as valid and binding as though executed by the President.
Section 11. DELEGATION OF DUTIES. The directors are authorized to
delegate the duties of any officer to any other officer and generally to control
the action of the officers and to require the performance of duties in addition
to those mentioned herein.
Section 12. COMPENSATION. The directors are authorized to
determine or to provide the method of determining the compensation of all
officers.
Section 13. BOND. Any officer or employee, if required by the
directors, shall give bond in such sum and with such security as the directors
may require for the faithful performance of his duties.
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Section 14. SIGNING CHECKS AND OTHER INSTRUMENTS. The directors
are authorized to determine or provide the method of determining the manner in
which checks, notes, bills of exchange, and other obligations and instruments of
the Corporation shall be signed, countersigned, or endorsed.
ARTICLE V.
Indemnification
The Corporation shall indemnify any director or officer and any
former director or officer of the Corporation and any such director or officer
who is or has served at the request of the Corporation as a director, officer or
trustee of another corporation, partnership, joint venture, trust or other
enterprise (and his heirs, executors and administrators) against expenses,
including attorney's fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him by reason of the fact that he is or was
such director, officer or trustee in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by applicable law. The
indemnification provided for herein shall not be deemed to restrict the power of
the Corporation (i) to indemnify employees, agents and others to the extent not
prohibited by law, (ii) to purchase and maintain insurance or furnish similar
protection on behalf of or for any person who is or was a director, officer or
employee of the Corporation, or any person who is or was serving at the request
of the Corporation as a director, officer, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such and (iii) to enter into agreements with
persons of the class identified in clause (ii) above indemnifying them against
any and all liabilities (or such lesser indemnification as may be provided in
such agreements) asserted against or incurred by them in such capacities.
ARTICLE VI.
Corporate Seal
The corporate seal of the Corporation shall be circular in form
and contain the name of the Corporation.
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ARTICLE VII.
Amendments
These regulations may be altered, changed, or amended in any
respect or superseded by new regulations in whole or in part by the affirmative
vote of the holders of record of shares entitling them to exercise a majority of
the voting power of the Corporation at any annual or special meeting called for
such purpose, or without a meeting by the written consent of the holders of
record of shares entitling them to exercise two-thirds of the voting power of
the Corporation. In case of adoption of any regulation or amendment by such
written consent, the Secretary shall enter the same in his records and mail a
copy thereof to each shareholder entitled to vote who did not participate in the
adoption thereof.