EXHIBIT 3.18
GOODYEAR WESTERN HEMISPHERE CORPORATION
BY-LAWS
ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held at 1144 East Market Street in the City of Akron, State
of Ohio. Meetings of stockholders for any other purpose may be held at such time
and place, within or without the State of Delaware, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held on the
first Tuesday of February, if not a legal
holiday, and if a legal holiday, then on the next secular day following, at 1144
East Market Street, Akron, Ohio, at which they shall elect by a plurality vote a
board of directors, and transact such other business as may properly be brought
before the meeting.
Section 3. Written notice of the annual meeting shall be given to
each stockholder entitled to vote thereat at least ten days before the date of
the meeting.
Section 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the Chairman of the Board or the president and
shall be called by the president or secretary at the request in writing of a
majority of the board of directors, or at the request in writing of stockholders
owning a majority in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section 5. Written notice of a special meeting of stockholders,
stating the time, place and object thereof, shall be given to each stockholder
entitled to vote thereat, at least ten days before the date fixed for the
meeting.
Section 6. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
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Section 7. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such 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.
Section 8. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 9. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for
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each share of the capital stock having voting power held by such stockholder,
but no proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period, and, except where the transfer books of the
corporation have been closed or a date has been fixed as a record date for the
determination of its stockholders entitled to vote, no share of stock shall be
voted on at any election for directors which has been transferred on the books
of the corporation within twenty days next preceding such election of directors.
Section 10. Whenever the vote of stockholders at a meeting thereof
is required or permitted to be taken for or in connection with any corporate
action by any provisions of the statutes or of the certificate of incorporation,
the meeting and vote of stockholders may be dispensed with if all of the
stockholders who would have been entitled to vote upon the action if such
meeting were held shall consent in writing to such corporate action being taken.
Unless otherwise provided in the certificate of incorporation, such action may
be taken, without prior notice and without a vote, by a consent in writing
setting forth the action so taken signed by the holders of outstanding shares of
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares of stock
entitled to vote thereon were present and voted. Prompt written notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who did not consent in writing.
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ARTICLE III
DIRECTORS
Section 1. The number of directors to constitute the board of
directors, which shall be a minimum of five and a maximum of seven, shall be
determined, and may be varied from time to time by, the stockholders or, if
authorized by the stockholders, by the board of directors by adopting a
resolution stating the number of directors, which shall be between said minimum
and maximum. No reduction in the number of directors shall, of itself, shorten
the term or result in the removal of any incumbent director. Directors need not
be stockholders.
Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.
Section 3. The business of the corporation shall be managed by its
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 certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
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MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board of
directors shall be held at such time and place as shall be fixed by the vote of
the stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the time
and place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board may be called by the
president on two days' notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors.
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Section 8. At all meetings of the board one-third of the directors
shall constitute a quorum for the transaction of business and the act of 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
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise required by the certificate of
incorporation, any member of the board of directors or any member of any
committee of directors may participate in any annual, regular or special meeting
of the board of directors or any committee of directors by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in any such
meeting in such manner shall constitute presence in person at such meeting.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in
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writing, and the writing or writings are filed with the minutes of proceedings
of the board or committee.
COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the corporation
and may authorize the seal of the corporation to be affixed to all papers which
may require it; provided, in the absence or disqualification of any member of
each committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or disqualified member. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors.
Section 12. Each committee shall keep regular minutes of its
meetings and report the same to the board of directors when required.
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COMPENSATION OF DIRECTORS
Section 13. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate 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.
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ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a chairman of the board, a president, a vice
president, a treasurer, a comptroller and a secretary. The board of directors
may also choose one or more vice chairmen of the board, additional vice
presidents, and one or more assistant treasurers, assistant comptrollers and
assistant secretaries. Two or more offices may be held by the same person,
except that where the offices of president and secretary are held by the same
person, such person shall not hold any other office.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chairman of the board, a
president, one or more vice presidents, a treasurer, a comptroller and a
secretary.
Section 3. The board of directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
Section 4. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
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Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. 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. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
Section 6. Subject to the directions of the board of directors, the
chairman of the board shall be the chief executive officer of the corporation,
shall preside at all meetings of the stockholders and the board of directors,
shall have general and active management of the business of the corporation and
shall see that all orders and resolutions of the board of directors are carried
into effect.
Section 7. Subject to Section 14 of this Article V, the Chairman of
the Board shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by law to
be otherwise signed and executed and except where the signing and execution
thereof shall be expressly delegated by the board of directors to some other
officer or agent of the corporation.
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Section 8. The vice chairman of the board, if any, the president,
vice-president, or if there shall be more than one, the vice presidents in the
order designated by the board of directors (or, in the absence of any
designation; in the order of their election), shall, in the absence or
disability of the chairman of the board, perform the duties and exercise the
powers of the chairman of the board and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
chairman of the board, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring it
and when so affixed, it may be attested by his signature or by the signature of
such
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assistant secretary. The board of directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing by
his signature.
Section 10. The treasurer shall receive and have in charge all
money, bills, notes, bonds, stocks in other corporations, and similar property
belonging to the corporation, and shall do with the same as may be ordered by
the board of directors. He shall keep accurate financial accounts and hold the
same open for the inspection and examination of the directors.
Section 11. The comptroller shall exercise a general check upon the
disbursement of funds of the corporation and shall have general charge and
supervision of the preparation of financial reports.
Section 12. The assistant secretaries, assistant treasurers, and
assistant comptrollers, if any, in addition to such authority and duties as the
board of directors may determine, shall have such authority and perform such
duties as may be directed by their respective principal officers.
Section 13. The officers shall have such authority and perform such
duties, in addition to those specifically set forth in these by-laws, as the
board of directors may determine. The board of directors is authorized to
delegate the duties of any officer to any other officer and generally to control
the action of the officers
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and to require the performance of duties in addition to those mentioned herein.
Section 14. Except as otherwise provided in these by-laws, or by
specific or general resolutions of the board of directors, all documents
evidencing conveyances by or contracts or other obligations of the corporation
shall be signed by the chairman of the board, the president, or a vice
president, and attested by the secretary or an assistant secretary.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation by
the chairman or vice-chairman of the board, or the president or a vice-president
and the treasurer or an assistant treasurer or the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by him in
the corporation.
REGISTERED STOCKHOLDERS
Section 2. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recog-
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nize any equitable or other claim to or interest in such share or shares on the
part of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside
out of any funds of the corporation available for dividends such sum or sums as
the directors may from time to time, in their absolute discretion, think proper
as a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the corporation, or for 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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INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 3. Each 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
or officer of another corporation (including the heirs, executors,
administrators or estate of such person) shall be indemnified by the corporation
as of right to the full extent permitted or authorized by the laws of the State
of Delaware, as now in effect and as hereafter amended, against any liability,
judgment, fine, amount paid in settlement, cost and expense (including
attorneys' fees) asserted or threatened against and incurred by such person in
his capacity as or arising out of his status as a director or officer of the
corporation or, if serving at the request of the corporation, as a director or
officer of another corporation. The indemnification provided by this bylaw
provision shall not be exclusive of any other rights to which those indemnified
may be entitled under any other bylaw or under any agreement, vote of
stockholders or disinterested directors or otherwise, and shall not limit in any
way any right which the corporation may have to make different or further
indemnifications with respect to the same or different persons or classes of
persons.
No person shall be liable to the corporation for any loss, damage,
liability or expense suffered by it on account of any action taken or omitted to
be taken by him as a director or officer of the corporation or of any other
corporation which he serves as a director or officer at the request of the
corpora-
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tion, if such person (i) exercised the same degree of care and skill as a
prudent man would have exercised under the circumstances in the conduct of his
own affairs, or (ii) took or omitted to take such action in reliance upon advice
of counsel for the corporation or upon statements made or information furnished
by directors, officers, employees or agents of the corporation which he had no
reasonable grounds to disbelieve.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officer or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 6. The corporate seal shall be circular in form and have
inscribed thereon the name of the corporation, the year of its incorporation and
the word "DELAWARE." The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.
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ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed by the
affirmative vote of a majority of the shares of stock issued and outstanding and
entitled to vote thereon or by the affirmative vote of a majority of the board
of directors at any meeting of the board.
CERTIFICATION
The undersigned, Fredrick S Myers, the Secretary of
Goodyear-Western Hemisphere Corporation, a Delaware corporation,
hereby certifies that the foregoing By-laws, are the By-laws of
Goodyear Western Hemisphere Corporation as adopted by written
consent of the sole stockholder effective February 7, 1984.
/s/ Fredrick S. Myers
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Secretary
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