EXHIBIT 3.22
BY-LAWS
OF
WHEEL ASSEMBLIES INC.
OFFICES
1. Registered Office and Registered Agent. The location of the registered
office and the name of the registered agent of the corporation in the State of
Delaware shall be such as shall be determined from time to time by the Board of
Directors and on file in the appropriate public offices of the State of Delaware
pursuant to applicable provisions of law.
2. Corporate Offices. The corporation may have such other corporate
offices and places of businesses anywhere within or without the State of
Delaware as the Board of Directors may from time to time designate or the
business of the corporation may require.
SEAL
3. Corporate Seal. The corporate seal shall have inscribed thereon the
name of the corporation and the words "Corporate Seal, Delaware". The corporate
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.
STOCKHOLDERS' MEETINGS
4. Place of Meetings. All meetings of the stockholders shall be held at
the offices of the corporation in the City of Wilmington, State of Delaware, or
at such other place either within or without the State of Delaware as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
5. Annual Meeting. An annual meeting of the stockholders of the
corporation, commencing with the year 1998, shall be held on the Second Tuesday
in May of each year, if not a legal holiday, and if a legal holiday, then on the
next secular day following, at 10:00 A.M., or at such other date and time as
shall be designated from time to time by the Board of Directors and stated in
the notice of meeting, at which the stockholders shall elect directors by a
plurality vote to serve until the next annual meeting of the stockholders and
until their successors are elected and qualified, or until their earlier
resignation or removal, and shall transact such other business as may properly
be brought before the meeting. At the annual meeting the stockholders may
transact such other business as may be desired, whether or not the same was
specified in the notice of the meeting, unless the consideration of such other
business without its having been specified in the notice of the meeting as one
of the purposes thereof is prohibited by law.
6. Special Meetings. Special meetings of the stockholders may be held of
any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, and may be called by the Chairman of the Board, by the President,
by the Secretary, by the Board of Directors, or by the holders of, or by any
officer or stockholder upon the written request of the holders of, not less than
a majority of the outstanding stock entitled to vote at such meeting, and shall
be called by an officer or stockholder upon the written request of the holders
of, not less than a majority of the outstanding stock entitled to vote at such
meeting, and shall be called by any officer directed to do so by the Board of
Directors or requested to do so in writing by a majority of the Board of
Directors. Any such written request shall state the purpose or purposes of the
proposed meeting.
The "call" and the "notice" of any such meeting shall be deemed to be
synonymous.
7. Voting. At all meetings of stockholders, every stockholder having the
right to vote shall be entitled to vote in person; or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than three years prior to said meeting, unless said instrument shall provide for
a longer period. Each stockholder shall have one vote for each share of stock
entitled to vote at such meeting registered in his name on the books of the
corporation. Each stockholder shall be entitled to cumulatively vote his shares
for the election of directors. At all meetings of stockholders the voting may be
viva voce.
8. Quorum. 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
any business, except as otherwise provided by the Certificate of Incorporation,
or by these By-laws.
If the holders of not less than twenty-five percent (25%) of the
outstanding stock entitled to vote at any meeting are present in person or by
proxy at a meeting at which a quorum shall not be present, the holders of a
majority of the stock present in person or by proxy at such meeting shall have
power successively to adjourn the meeting from time to time to a specified time
and place, without notice to anyone other than announcement at the meeting,
until a quorum shall be present in person or by proxy. At such adjourned meeting
at which a quorum shall be present in person or by proxy, any business may be
transacted which might have been transacted at the original meeting which was
adjourned. If the adjournment is for more than thirty (30) days, or if after
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
9. Stock Ledger. The original or duplicate stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the list required
under Section 10 of these By-laws or the books of the corporation, or to vote in
person or by proxy at any meeting of the stockholders.
10. Stockholders' Lists. The Secretary or Assistant Secretary, who shall
have charge of the stock ledger, shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each
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stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
11. Notice. Written or printed notice of each meeting of the stockholders,
whether annual or special, stating the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes thereof, shall be
given to each stockholder of record of the corporation entitled to vote at such
meeting, either personally or by mail, not less than ten (10) days nor more than
fifty (50) days prior to the meeting. The Board of Directors may fix in advance
a date, which shall not be more than sixty (60) nor less than ten (10) days
preceding the date of any meeting of the stockholders, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting and any adjournment thereof; provided, however, that the Board of
Directors may fix a new record date for any adjourned meeting.
12. Consent of Stockholders in Lieu of Meeting. 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 provision of the statutes, 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.
BOARD OF DIRECTORS
13. Management. The management of all the affairs, property and business
of the corporation shall be vested in a Board of Directors, consisting of no
less than two and no more than five persons. Directors need not be stockholders.
In addition to the powers and authorities by these By-laws and the Certificate
of Incorporation expressly conferred upon it, the Board of Directors 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.
14. Vacancies and Newly Created Directorships. 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, or by a sole remaining director, unless it is otherwise provided in the
Certificate of Incorporation or By-laws, and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and qualified, unless sooner displaced. If there are no directors in
office, then an election of directors may be held in the manner provided by
statute.
15. Meetings of the Newly Elected Board - Notice. The first meeting of the
members of each newly elected Board of Directors shall be held (i) at such time
and place either within or
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without the State of Delaware as shall be suggested or provided by resolution of
the stockholders at the meeting at which such newly elected Board was elected,
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,
or (ii) if not so suggested or provided for by resolution of the stockholders or
if a quorum shall not be present, at such time and place as shall be consented
to in writing by a majority of the newly elected directors, provided that
written or printed notice of such meeting shall be given to each of the other
directors in the same manner as provided in Section 17 of these By-laws with
respect to the giving of notice for special meetings of the Board except that it
shall not be necessary to state the purpose of the meeting in such notice; or
(iii) regardless of whether or not the time and place of such meeting shall be
suggested or provided for by resolution of the stockholders, at such time and
place, as shall be consented to in writing by all of the newly elected
directors,
Every director of the corporation, upon his election, shall qualify by
accepting the office of director, and his attendance at, or his written approval
of the minutes of, any meeting of the Board subsequent to his election shall
constitute his acceptance of such office, or he may execute such acceptance by a
separate writing, which shall be placed in the minute book.
16. Regular Meetings. Regular meetings of the Board of Directors may be
held without notice at such times and places either within or without the State
of Delaware as shall from time to time be fixed by resolution adopted by the
full Board of Directors. Any business may be transacted at a regular meeting.
17. Special Meetings. Special meetings of the Board of Directors may be
called at any time by the Chairman of the Board, the President, any Vice
President or the Secretary, or by any two or more of the directors. The place
may be within or without the State of Delaware as designated in the notice.
18. Notice of Special Meetings. Written or printed notice of each special
meeting of the Board, stating the place, day and hour of the meeting and the
purpose or purposes thereof, shall be mailed to each director addressed to him
at his residence or usual place of business at least three (3) days before the
day on which the meeting is to be held, or shall be sent to him by telegram, or
delivered personally, at least two (2) days before the day on which the meeting
is to be held. The notice may be given by any officer having authority to call
the meeting. "Notice" and "call" with respect to such meetings shall be deemed
to be synonymous. Any meeting of the Board of Directors shall be a legal meeting
without any notice thereof having been given if all directors shall be present
thereat.
19. Quorum. Unless otherwise required by law, the Certificate of
Incorporation or these By-laws, a majority of the total number of directors
shall be necessary at all meetings to constitute a quorum for the transaction of
business, and except as may be otherwise provided by law, the Certificate of
Incorporation or these By-laws, 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.
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If at least two directors or one-third of the whole Board of Directors,
whichever is greater, is present at any meeting at which a quorum is not
present, a majority of the directors present at such meeting shall have power
successively to adjourn the meeting from time to time to a subsequent date,
without notice to any director other than announcement at the meeting. At such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the original meeting which was adjourned.
20. Standing or Temporary Committees. The Board of Directors may, by
resolution or resolutions passed by a majority of the whole Board, designate one
or more committees, such committee to consist of two or more directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at nay
meeting of the committee. Any such committee, to the extent provided in said
resolution or resolutions or in these By-laws, shall have and may exercise all
of the powers of the Board of Directors in the management of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which
may require it; provided, however, that in the absence or disqualification of
any member of such 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, unless otherwise provided by the
Board of Directors, keep regular minutes of the transactions of their meetings
and shall cause them to be recorded in the books kept for that purpose in the
office of the corporation and shall report the same to the Board of Directors at
its next meeting. The Secretary or an Assistant Secretary of the corporation may
act as Secretary of the committee if the committee so requests.
21. Compensation. The Board of Directors may, by resolution, fix a sum to
be paid directors monthly for serving as directors of this corporation and may,
by resolution, fix a sum which shall be allowed and paid for attendance at each
meeting of the Board of Directors and in each case may provide for reimbursement
of expenses incurred by directors in attending each meeting; provided that
nothing herein contained shall be construed to preclude any director from
serving this corporation in any other capacity and receiving his regular
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.
22. Resignations. Any director may resign at any time by giving a written
notice to the Chairman of the Board, the President or the Secretary of the
corporation. Such resignation shall take effect at the time specified therein;
and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
23. Indemnification and Liability of Directors and Officers. 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 at another corporation
(including the heirs, executors, administrators or estate of
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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 By-law provision shall not be exclusive of any
other rights to which those indemnified may be entitled under any other By-law
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
corporation, 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.
24. Action Without a Meeting. Any action required or permitted to be taken
at any meeting of the Board of Directors or any committee thereof may be taken
without a meeting if written consent thereto is signed by all members of the
Board of Directors or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or committee.
OFFICERS
25(a). Officers - Who Shall Constitute. The officers of the corporation
shall be a President, a Secretary, and a Treasurer, each of whom shall be
elected by the Board of Directors at their first meeting after the annual
meeting of the stockholders. The Board of Directors may also designate a
Chairman of the Board of Directors, one or more Vice Presidents, a Comptroller
and Assistant Secretaries, Assistant Treasurers and Assistant Comptrollers. In
the discretion of the Board of Directors, the office of Chairman of the Board of
Directors (if any) shall at all times be, and other officers may be, members of
the Board of Directors. Any two or more offices, except the offices of President
and Secretary, may be held by the same person.
An officer shall be deemed qualified when he enters upon the duties of the
office to which he has been elected or appointed and furnished any bond required
by the Board, but the Board may also require of such person his written
acceptance and promise faithfully to discharge the duties of such office.
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(b) Term of Office. Each officer of the corporation shall hold his office
at the pleasure of the Board of Directors or for such other period as the Board
may specify at the time of his election or appointment, or until his death,
resignation or removal by the Board, whichever occurs. In any event, each
officer of the corporation who is not re-elected or reappointed at the annual
meeting of the Board next succeeding his election or appointment and at which
any officer of the corporation is elected or appointed shall be deemed to have
been removed by the Board, unless the Board provides otherwise at the time of
his election or appointment.
(c) Other Officers and Agents. The Board from time to time may also
appoint such other officers and agents for the corporation as it shall deem
necessary or advisable, each of whom shall serve at the pleasure of the Board or
for such period as the Board may specify, and shall exercise such powers, have
such titles and perform such duties as shall be determined from time to time by
the Board or by an officer empowered by the Board to make such determinations.
26. The Chairman of the Board. If a Chairman of the Board be elected or
appointed, he shall preside at all meetings of the stockholders and directors at
which he may be present and shall have such other duties, powers and authority
as may be prescribed elsewhere in these By-laws. The Board of Directors may
delegate such other authority and assign such additional duties to the Chairman
of the Board, other than those conferred by law exclusively upon the President,
as it may from time to time determine, and, to the extent permissible by law,
the Board may designate the Chairman of the Board as the Chief Executive Officer
of the corporation with all of the powers otherwise conferred upon the President
of the corporation under Paragraph 27 of these By-laws, or it may, from time to
time, divide the responsibilities, duties and authority for the general control
and management of the corporation's business and affairs between the Chairman of
the Board and the President.
27. The President. Unless the Board otherwise provides, the President
shall be the Chief Executive Officer of the corporation with such general
executive powers and duties of supervision and management as are usually vested
in the office of the Chief Executive Officer of a corporation and he shall carry
into effect all directions and resolutions of the Board. The President in the
absence of the Chairman of the Board or if there be no Chairman of the Board,
shall preside at all meetings of the stockholders and directors.
The President may execute all bonds, notes, debentures, mortgages and
other instruments for and in the name of the corporation, and may cause the
corporate seal to be affixed thereto.
Unless the Board otherwise provides, the President, or any person
designated in writing by him, shall have full power and authority on behalf of
this corporation (i) to attend and to vote or take action at any meeting of the
holders of securities of corporations in which this corporation may hold
securities, and at such meetings shall possess and may exercise any and all
rights and powers incident to being a holder of such securities and which as the
holder thereof this corporation may have possessed and exercised if present, and
(ii) to execute and deliver waivers of notice and proxies for and in the name of
the corporation with respect to any such securities held by this
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corporation.
He shall, unless the Board otherwise provides, be ex officio a member of
all standing committees.
He shall have such other or further duties and authority as may be
prescribed elsewhere in these By-laws or from time to time by the Board of
Directors.
If a Chairman of the Board be elected or appointed and designated as the
Chief Executive Officer of the corporation, as provided in Paragraph 26 of these
By-laws, the President shall perform such duties as may be specifically
delegated to him by the Board of Directors and as are conferred by law
exclusively upon him, and in the absence, disability or inability to act of the
Chairman of the Board, the President shall perform the duties and exercise the
powers of the Chairman of the Board.
28. Vice President. In the absence of the President or in the event of his
disability, inability or refusal to act the Vice President (or in the event
there be more than one Vice President, the Vice Presidents in the order
designated by the Board, or in the absence of any designation, then in the order
of their election) shall perform the duties and exercise the powers of the
President, and shall perform such other duties as the Board of Directors may
from time to time prescribe.
29. Secretary and Assistant Secretaries. The Secretary may attend all
sessions of the Board and all meetings of the stockholders, and shall record or
cause to be recorded all votes taken and the minutes of all proceedings in a
minute book of the corporation to be kept for that purpose. He shall perform
like duties for the executive and other standing committees requested by the
Board or any such committee to do so.
It shall be the principal responsibility of the Secretary to give, or
cause to be given, notice of all meetings of the stockholders and of the Board
of Directors, but this shall not lessen the authority of others to give such
notice as is authorized elsewhere in these By-laws.
The Secretary shall see that all books, records, lists and information, or
duplicates, required to be maintained in Delaware, or elsewhere, are so
maintained.
The Secretary shall keep in safe custody the seal of the corporation, and
shall have authority to affix the seal to any instrument requiring it, and when
so affixed, he shall attest the seal by his signature. 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.
The Secretary shall perform such other duties and have such other
authority as may be prescribed elsewhere in these By-laws or from time to time
by the Board of Directors or the Chief Executive Officer of the corporation,
under whose direct supervision he shall be.
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In the absence of the Secretary or in the event of his disability,
inability or refusal to act, the Assistant Secretary (or in the event there be
more than one Assistant Secretary, the Assistant Secretaries in the order
designated by the Board, or in the absence of any designation, then in the order
of their election) may perform the duties and exercise the powers of the
Secretary, and shall perform such other duties as the Board of Directors may
from time to time prescribe.
30. The Treasurer and Assistant Treasurers. The Treasurer shall have
responsibility for the safekeeping of the funds and securities of the
corporation, shall keep or cause to be kept full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall keep,
or cause to be kept, all books belonging to the corporation and shall keep, or
cause to be kept, all other books of account and accounting records of the
corporation. He shall deposit or cause to be deposited all moneys and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated by the Board of Directors or by any officer of
the corporation to whom such authority has been granted by the Board of
Directors.
He shall disburse, or permit to be disbursed, the funds of the corporation
as may be ordered, or authorized generally, by the Board, and shall render to
the Chief Executive Officer of the corporation and the directors whenever they
may require it, an account of all his transactions as Treasurer and of those
under his jurisdiction, and of the financial condition of the corporation.
He shall perform such other duties and shall have such other
responsibility and authority as may be prescribed elsewhere in these By-laws or
from time to time by the Board of Directors.
He shall have the general duties, powers and responsibility of a Treasurer
of a corporation.
If required by the Board, he shall give the corporation a bond in a sum
and with one or more sureties satisfactory to the Board, for the faithful
performance of the duties of his office, and for the restoration to the
corporation, in the case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control which belong to the corporation.
In the absence of the Treasurer or in the event of his disability,
inability or refusal to act, the Assistant Treasurer (or in the event there be
more than one Assistant Treasurer, the Assistant Treasurers in the order
designated by the Board, or in the absence of any designation, then in the order
of their election) may perform the duties and exercise the powers of the
Treasurer, and shall perform such other duties and have such other authority as
the Board of Directors may from time to time prescribe.
31. Duties of Officers May be Delegated. If any officer of the corporation
be absent or unable to act, or for any other reason that the Board may deem
sufficient, the Board may delegate for the time being, some or all of the
functions, duties, powers and responsibilities of any officer to any other
officer, or to any other agent or employee of the corporation or other
responsible person, provided a majority of the whole Board concurs therein.
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32. Removal. Any officer or agent elected or appointed by the Board of
Directors, and any employee, may be removed or discharged at any time by the
affirmative vote of a majority of the Board of Directors, but such removal or
discharge shall be without prejudice to the contract rights, if any, of the
person so removed or discharged.
33. Salaries and Compensation. Salaries and compensation of all elected
officers of the corporation shall be fixed, increased or decreased by the Board
of Directors, but this power, except as to the salary or compensation of the
Chairman of the Board and the President, may unless prohibited by law, be
delegated by the Board to the Chairman of the Board or the President, or may be
delegated to a committee. Salaries and compensation of all other appointed
officers, agents and employees of the corporation may be fixed, increased or
decreased by the Board of Directors, but until action is taken with respect
thereto by the Board of Directors, the same may be fixed, increased or decreased
by the Chairman of the Board, the President or such other officer or officers as
may be designated by the Board of Directors to do so.
34. Delegation of Authority to Hire, Discharge and Designate Duties. The
Board from time to time may delegate to the Chairman of the Board, the President
or other officer or executive employee of the corporation, authority to hire,
discharge and fix and modify the duties, salary or other compensation of
employees of the corporation under their jurisdiction, and the Board may
delegate to such officer or executive employee similar authority with respect to
obtaining and retaining for the corporation the services of attorneys,
accountants and other experts.
STOCK
35. Certificates of Stock. Certificates of stock shall be issued in
numerical order, and each stockholder shall be entitled to a certificate signed
by the Chairman of the Board of Directors, or the President or a Vice President,
and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary, certifying to the number of shares owned by him. Wherever, however,
such certificate is signed by a transfer agent other than the corporation or its
employee, or, by a registrar other than the corporation or its employee, the
signature of any of the above named officers may be facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, such certificate
may nevertheless be issued by the corporation with the same effect as if such
officer, transfer agent or registrar who signed such certificate, or whose
facsimile signature shall have been used thereon, had not ceased to be such
officer, transfer agent or registrar of the corporation.
36. Transfer of Stock. Transfers of stock shall be made only upon the
transfer books of the corporation, kept at the office of the corporation or
respective transfer agents designated to transfer the several classes of stock,
and before a new certificate is issued the old certificate shall be surrendered
for cancellation. Until and unless the Board appoints some other person, firm or
corporation as its transfer agent or transfer clerk (and upon the revocation of
any such appointment,
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thereafter until a new appointment is similarly made) the Secretary of the
corporation shall be the transfer agent or transfer clerk of the corporation
without the necessity of any formal action of the Board, and the Secretary, or
any person designated by him, shall perform all the duties.
37. Registered Stockholders. Registered stockholders only shall be treated
by the corporation as the holders and owners in fact of the shares standing to
their respective names and the corporation shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
expressly provided by the laws of Delaware.
38. Lost Certificate. The Board of Directors may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation, alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate or certificates to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to give the corporation and its
transfer agents and registrars, if any, a bond in such sum as it may direct to
indemnify it against any claim that may be made against it with respect to the
certificate or certificates alleged to have been lost, stolen or destroyed or
the issuance of such new certificate or certificates.
39. Regulations. The Board of Directors shall have power and authority to
make all such rules and regulations as it may deem expedient concerning the
issue, transfer, conversion and registration of certificates for shares of the
capital stock of the corporation, not inconsistent with the laws of Delaware,
the certificate of incorporation of the corporation and these By-laws.
40. Fixing Record Date. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
DIVIDENDS AND FINANCE
41. Dividends. Dividends upon the outstanding shares of the corporation,
subject to the provisions of the Certificate of Incorporation and of any
applicable law and of these By-laws, may be declared by the Board of Directors
at any meeting. Subject to such provisions, dividends may be paid in cash, in
property, or in shares of the capital stock of the corporation.
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42. Creation of Reserves. The directors may set apart out of any of the
funds of the corporation available for dividends a reserve or reserves for any
proper purpose or may abolish any such reserve in the manner in which it was
created.
43. Moneys. The moneys of the corporation shall be deposited in the name
of the corporation in such bank or banks or trust company or trust companies as
the Board of Directors shall designate, and shall be drawn out only by check
signed by persons designated by resolution adopted by the Board of Directors,
except that the Board of Directors may delegate said powers in the manner
hereinafter provided in this By-law 43. The Board of Directors may by resolution
authorize an officer or officers of the corporation to designate any bank or
banks or trust company or trust companies in which moneys of the corporation may
be deposited, and to designate the persons who may sign checks drawn on any
particular bank account or bank accounts of the corporation, whether created by
direct designation of the Board of Directors or by an authorized officer or
officers as aforesaid.
44. Fiscal Year. The Board of Directors shall have power to fix and from
time to time change the fiscal year of the corporation. In the absence of action
by the Board of Directors, however, the fiscal year of the corporation shall end
each year on the date which the corporation treated as the close of its first
fiscal year, until such time, if any, as the fiscal year shall be changed by the
Board of Directors.
45. Directors' Annual Statement. The Board of Directors may present at
each annual meeting of the stockholders, and when called for by vote of the
stockholders shall present to any annual or special meeting of the stockholders,
a full and clear statement of the business and condition of the corporation.
BOOKS AND RECORDS
46. Books, Accounts and Records. The books, accounts and records of the
corporation, except as may be otherwise required by the laws of the State of
Delaware, may be kept outside of the State of Delaware, at such place or places
as the Board of Directors may from time to time determine. The Board of
Directors shall determine whether, to what extent and the conditions upon which
the accounts and books of the corporation, or any of them, shall have any right
to inspect any account or book or document of the corporation, except as
conferred by law or by resolution of the stockholders or directors.
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NOTICES
47. Provisions. Whenever the provisions of the statutes of the State of
Delaware, the Certificate of Incorporation or these By-laws require notice to be
given to any director, officer or stockholder, they shall not be construed to
require actual personal notice. Notice by mail may be given in writing by
depositing the same in a post office or letter box, in a post-paid, sealed
wrapper, addressed to such director, officer or stockholder at his or her
address as the same appears in the books of the corporation, and the time when
the same shall be mailed shall be deemed to be the time of the giving of such
notice. If notice be given by telegraph, such notice shall be deemed to be given
when the same is delivered to the telegraph company.
48. Waiver. Whenever any notice is required to be given under the
provisions of the statutes of Delaware 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 to notice. Attendance of a person at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except when
the stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders,
directors or any temporary or standing committee of directors need be specified
in any written waiver of notice unless so required by the Certificate of
Incorporation or the By-laws.
MISCELLANEOUS
49. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances.
50. Amendments. These By-laws may be altered, amended or repealed by (i)
the affirmative vote of the holders of a majority of the shares of stock issued
and outstanding and entitled to vote thereon, or the written consent of the
holders of a majority of the shares of stock issued and outstanding and entitled
to vote thereon, or (ii) by a majority of the full Board of Directors. Any
change so made by the stockholders may thereafter be further changed by a
majority of the full Board of Directors, unless the stockholders in adopting
such changes shall otherwise provide.
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