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Exhibit 3-B
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RESTATED BY-LAWS
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OF
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DANA CORPORATION
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(EFFECTIVE JANUARY 1, 1996)
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ARTICLE I
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STOCKHOLDERS' MEETING
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Section 1. Place of Meetings: All meetings of the Stockholders shall
be held at the place designated by the Board of Directors.
Section 2. Annual Meeting: The Annual Meeting of the Stockholders of
the Corporation shall be held on the first Wednesday in April, l982, and the
first Wednesday in April each year thereafter, in each year, if not a legal
holiday, and if a legal holiday, then on the next business day, for the
election of Directors and for the transaction of such other business as may be
properly brought before the meeting.
ARTICLE II
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BOARD OF DIRECTORS
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Section 1. Number: The number of Directors shall be nine. The number
of directors shall be fixed from time to time by the Board of Directors, and
only by the Board, pursuant to a resolution adopted by a majority of the entire
Board of Directors amending the By-Laws.
Section 2. Meetings and Notice: Regular meetings of the Board of
Directors shall be held at such places and times as the Board by vote may
determine from time to time, and if so determined no notice thereof need be
given except that notice shall be given to all Directors of any change made in
the time or place. Special meetings of the Board of Directors may be held at
any time or place whenever called by the Chairman of the Board of Directors,
the President, the Secretary or three or more Directors. Notice of special
meetings, stating the time and place thereof, shall be given by mailing it to
each Director at his residence or business address at least five days before
the meeting, or by delivering it to him personally or telephoning or
telegraphing it to him at his residence or business address at least two days
before the meeting.
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Section 3. Except as otherwise required by law, any newly created
Directorships resulting from an increase in the authorized number of directors
and any vacancies resulting from death, resignation, retirement,
disqualification, removal from office or other cause shall be filled by a
majority vote of the directors then serving, and directors so chosen shall hold
office for a term expiring at the next Annual Meeting of Shareholders.
Section 4. Notice Period for Nominations to the Board of Directors:
Nominations to the Board of Directors, other than those made pursuant to
Article II, Section 3, or Article III, Section 5 and other than for incumbent
Directors shall be presented by Stockholders in writing to the Secretary on a
business day not less than seventy days before the Annual Meeting of
Shareholders. Said notice shall contain: (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a Director, (i)
the name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number
of shares of the Corporation which are beneficially owned by such person and
(iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is
otherwise required, in each case pursuant to Regulation l4A under the
Securities Exchange Act of l934, as amended (including without limitation such
person's written consent to being named in the proxy statement as a nominee and
to serving as a Director if elected) and (b) as to the stockholder giving the
notice, (i) the name and address, as they appear on the Corporation's books of
such stockholder and (ii) the class and number of shares of the Corporation
which are beneficially owned by such stockholder. No person shall be eligible
for election as a Director of the Corporation unless nominated in accordance
with the procedures set forth in these By-Laws. The Chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the procedures prescribed by the
By-Laws, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.
ARTICLE III
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COMMITTEES
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Section 1. Establishment of Committees: The Board may designate one
or more committees, each committee to include two or more of the Directors of
the Corporation.
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Section 2. Audit Committee: The Audit Committee shall have primary
responsibility for maintaining contact with the Corporation's independent
certified public accountants and the Corporation's personnel to satisfy itself
(a) that appropriate audit programs and procedures are maintained and (b) that
the public accountants discharge their responsibility with thoroughness and
dispatch. The Audit Committee shall make such recommendations to the Board of
Directors as it deems necessary.
The Audit Committee shall be composed of directors who are not
employees of the Corporation.
Section 3. Compensation Committee: The Compensation Committee shall
be responsible for recommending total compensation for officers of the
Corporation to the Board of Directors, for reviewing general plans of
compensation for the officers and management personnel and for reviewing and
approving proposed awards of additional compensation and stock options.
Through their own knowledge and with the help of such consultants,
outside agencies and generally accepted national and international guidelines
as they deem advisable, the Committee members shall endeavor at all times to
maintain the compensation of officers and management personnel at levels
appropriate for the size and nature of the Corporation and the responsibilities
of the persons involved.
The Compensation Committee shall be composed of Directors who are not employees
of the Corporation.
Section 4. Finance Committee: The Finance Committee shall have the
primary responsibility for reviewing long-range world-wide needs for capital
and considering the financial state of affairs and shall recommend courses of
action to insure the continued liquidity of the Corporation.
It shall also review major corporate expenditures including, but not
limited to, fixed capital, working capital and acquisitions. It shall report
to the Board of Directors its opinions concerning these major expenditures.
The Committee shall be composed of Directors and such employees of the
Corporation, including members ex-officio, as shall be recommended by the
chairman of the Committee and approved by the Board of Directors.
Section 5. Advisory Committee: The purpose of this Committee is to
advise the Chairman and the Board on matters of directors, board meetings,
board committees and miscellaneous director related items.
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Under the heading of "Directors," things to be considered should be
the required background of a director, the number of directors, the names of
new directors to be considered for possible board membership, as well as
compensation of board members.
Under "Meetings," we should consider the number of meetings per year,
the location, the length, what day of the week, as well as items requested to
be covered in the meetings.
Under "Committees," we should consider which committees are needed to
be in tune with the times, as well as the size of the committees, the number of
people on a committee and the rotation of members.
Finally, under "Miscellaneous," we should consider how to bring to the
attention of the Chairman, as well as the Board, items which directors would
like to discuss but, because of the time pressure or for whatever reason, these
items might not be felt important enough to be discussed during a board
meeting.
Section 6. Funds Committee: The Funds Committee shall audit (without
making any investment decisions or giving investment advice) the activities of
those who have the responsibility of managing the various pension and other
employee benefit funds of the Corporation. The Committee shall also monitor
operations of the investment managers to assure compliance with rules and
regulations regarding management of pension funds and other employee benefit
funds.
ARTICLE IV
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OFFICERS
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Section 1. Titles and Election: The Board of Directors shall elect a
Chairman of the Board of Directors, a President and such other officers as
shall be required or deemed appropriate. Each officer shall hold office until
the meeting of the Board following the next annual meeting of the stockholders
or until a successor shall have been elected and qualified or until death,
resignation or removal as hereinafter provided in these By-Laws.
Section 2. Eligibility: The Chairman of the Board of Directors shall
be a Director of the Corporation. Any person may hold more than one office but
no person shall, at the same time, hold the offices of President and Secretary.
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Section 3. Resignations: Any Director or officer of the Corporation
may resign at any time by giving written notice to the Board of Directors or to
the Chairman of the Board, the President or the Secretary, and any member of
any committee may resign by giving written notice either as aforesaid or to the
Chairman or Secretary of the Committee of which he is a member. Any such
resignation shall take effect at the time specified therein or, if the time be
not specified, upon receipt thereof; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Section 4. Vacancies: A vacancy in any office whether arising from
death, resignation, removal or any other cause, may be filled for the unexpired
portion of the term of such office in the manner prescribed in these By-Laws
for the regular election or appointment to such office.
Section 5. Chairman of the Board of Directors: The Chairman of the
Board shall preside at all meetings of the Board of Directors. He shall
perform all duties incident to the office of Chairman of the Board and such
other duties as may be from time to time assigned to him by the Board.
Section 6. President: The President shall perform the duties of the
Chairman during his absence and shall perform all duties incident to the office
of the President and such other duties as may be assigned to him by the Board
of Directors.
Section 7. Chief Executive Officer: The Chief Executive Officer of
the Corporation shall be responsible for the general management of the
Corporation. He shall perform all duties incident to the office of Chief
Executive Officer and such other duties as may be assigned to him by the Board
of Directors.
Section 8. President-North American Operations: The President-North
American Operations shall direct the North American Operations of the
Corporation and shall perform such other duties as may be assigned to him by
the Chairman or the Board of Directors.
Section 9. Officers: Any two Executive Vice Presidents, or the
President-North American Operations together with any Executive Vice President,
shall perform the duties and have the powers of the President during the
absence of the President and the Chairman of the Board of Directors. The Vice
Presidents shall perform such other duties and have such other powers as the
Board of Directors shall designate from time to time.
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Section 10. Secretary: The Secretary shall keep accurate minutes of
all meetings of the Stockholders, the Board of Directors and the Executive
Committee, respectively, shall perform all the duties commonly incident to his
office, and shall perform such other duties and have such other powers as the
Board of Directors shall designate from time to time. In his absence an
Assistant Secretary shall perform his duties.
Section 11. Execution of Deeds and Contracts: The Chairman of the
Board, the President, the Presidents of North American, South American,
European and Asia/Pacific Operations or any Vice President shall have the power
to enter into, sign either manually or through facsimile, execute and deliver
in the name of the Corporation, powers of attorney, contracts, deeds and other
obligations of the Corporation.
Section 12. Guarantees: The giving by the Corporation or any
subsidiary of any guarantee (or other similar obligation) of any other
corporation or persons shall be approved by the Corporation's Board of
Directors except that between meetings of the Board of Directors, the Chairman
of the Board, the President or the Vice President-Finance may approve
guarantees of indebtedness not previously reported to the Board of Directors,
up to an aggregate amount of Five Million Dollars ($5,000,000).
Section 13. Delegation of Authority: The Chairman of the Board, the
President, the Presidents of North American, South American, European and
Asia/Pacific Operations or any Vice President of the Corporation may by written
special power of attorney, attested to by the Secretary or any Assistant
Secretary of the Corporation, delegate the authority to enter into, sign,
execute and deliver deeds and contracts to any other officer, employee or
attorney-in-fact of the Corporation.
ARTICLE V
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INDEMNIFICATION
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The Corporation shall defend, indemnify and hold harmless any present,
past or future director, officer or employee who acts or acted at the request
or direction of the corporation in a fiduciary capacity for an employee benefit
plan, against all claims, liabilities and expenses actually and reasonably
incurred or imposed on him in connection with any civil, criminal or
administrative action, suit or proceeding, or settlement or compromise thereof,
in which he is made or threatened to be made a party by reason of being or
having been or because of any act or omission as a fiduciary with respect to
any employee benefit plan sponsored by the corporation,
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or to which the corporation makes contributions for employees (including
without limitation jointly trusteed Taft-Hartley Funds), except in relation to
matters as to which he is finally adjudged in such action, suit or proceeding,
to be liable due to his own gross negligence, willful misconduct or lack of
good faith in the performance of any obligation, duty or responsibility imposed
on him as a plan fiduciary. The right to be defended, indemnified, and held
harmless herein shall extend to the estate, executor, administrator, guardian,
conservator and heirs of such director, officers, or employee who himself would
have been entitled thereto. Such rights shall not be deemed exclusive of any
other rights to which such director, officer, or employee may be entitled under
any by-law, agreement, vote of shareholder, or otherwise.
The Corporation is also authorized to purchase out of corporate assets
insurance on behalf of any director, officer or employee of the corporation who
at the request or direction of the corporation acts or acted as a fiduciary
with respect to any employee benefit plan sponsored by the corporation or to
which the corporation makes contributions for employees, which insures against
any expenses and liability asserted against him and incurred by him in such
capacity or arising out of any acts or omissions in such capacity, whether or
not the corporation would have the power to defend, indemnify and hold him
harmless against such expenses and liability under applicable law.
Notwithstanding any provision herein to the contrary, the right to be defended,
indemnified and held harmless, set forth in the immediately preceding
paragraph, shall not apply to any liability to the extent the fiduciary is
indemnified, defended, and held harmless under an insurance policy or other
defense, indemnification or hold harmless agreement or provision.
The aforementioned provisions with respect to defense and
indemnification of any liability insurance for plan fiduciaries shall include
without limitation any director, officer or employee who is found to be a
fiduciary under the Employee Retirement Income Security Act of l974 with
respect to the above-referenced plans notwithstanding the absence of a specific
designation of such person as a plan fiduciary.
In addition, the corporation shall indemnify against any loss,
liability, damage and expenses: (i) its employees with respect to their acts
or omissions as employees, and (ii) its directors, officers and employees with
respect to their service on the board of any other company at the request of
the corporation and may by written agreement indemnify any such person or any
other person whom the corporation may indemnify under the Indemnification
Provisions of the Virginia
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Corporation Law as now in effect or as hereafter amended to the full extent
permissible under and consistent with such provisions. The right of
indemnification provided in this Article shall not be deemed exclusive of any
other rights to which such director, officer, employee or other person may be
entitled, apart from this Article V.
ARTICLE VI
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Voting of Stock Held
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The Chairman of the Board, the President, and Executive Vice President
or the Secretary may attend any meeting of the holders of stock or other
securities of any other corporation any of whose stock or securities may be
held by this Corporation, and in the name and on behalf of this Corporation
thereat vote or exercise any or all other powers of this Corporation as the
holder of such stock or other securities of such other corporation. Unless
otherwise provided by vote of the Board of Directors, the Chairman of the
Board, the President, any Executive Vice President or the Secretary may from
time to time appoint any attorney or attorneys or agent or agents of this
Corporation in the name and on behalf of this Corporation to cast the votes
which this Corporation may be entitled to cast as a stockholder or otherwise at
meetings of the holders of stock or other securities of any such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or acting upon such matters as may come before the
meeting, and may execute or cause to be executed on behalf of this Corporation
and under its corporate seal or otherwise such written proxies, consents,
waivers or other instruments as he may deem necessary or proper in the
premises.
ARTICLE VII
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Lost Stock Certificates
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Any stockholder claiming a certificate of stock to have been lost or
destroyed shall furnish the Corporation with an affidavit as to the facts
relating to such loss or destruction and if such affidavit shall in the opinion
of the Chairman of the Board, the President, any Executive Vice President or
the Secretary of the Corporation be satisfactory, and upon the giving of a bond
without limit as to amount with surety and in form approved by the Chairman of
the Board, the President, any Executive Vice President or the Secretary of the
Corporation, to protect the Corporation or any
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person injured by the issue of a new certificate from any liability or expense
which it or they may incur by reason of the original certificate remaining
outstanding, shall be entitled to have a new certificate issued in the place of
the certificate alleged to have been lost or destroyed.
ARTICLE VIII
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Seal
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The Board of Directors shall provide a suitable corporate seal, which
shall be kept in the custody of the Secretary, to be used as directed by the
Board of Directors.
ARTICLE IX
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Restrictions on Transfer
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To the extent that the Rights Agreement, dated as of July 14, l986,
between the Corporation and Manufacturers Hanover Trust Company, may be deemed
to impose restrictions on the transfer of the securities of the Corporation,
such restrictions on transfer are hereby authorized.
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