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Exhibit 3.2
as amended to
July 29, 1987
AMCAST INDUSTRIAL CORPORATION
CODE OF REGULATIONS
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ARTICLE I
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SECTION 1. The Annual Meeting of the Stockholders of the Corporation for
the purposes of electing directors and transacting such other business as may
properly come before the meeting, shall be held at the principal office of the
Corporation or at such other place either within or without the State of Ohio as
may be specified in the notice of the meeting, on such date during the fourth or
fifth month following the end of each fiscal year of the Corporation as shall be
determined by the Board of Directors or, in the absence of such determination,
on the third Wednesday of December of each year.
SECTION 2. Special meetings may be held at the call of the president or a
majority of the Board of Directors. A written or printed notice of each annual
or special meeting of stockholders stating the time, place and purpose or
purposes thereof shall be given either by personal delivery or by mail to each
stockholder of record entitled to notice thereof, not more than sixty (60) days
nor less than seven (7) days before any such meeting.
SECTION 3. At any Stockholders' Meeting, a majority of the stock must be
represented to constitute a quorum for the transaction of business, but less
than quorum may adjourn to a future day.
SECTION 4. Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the Corporation.
Nominations of persons for election as directors of the Corporation may be made
at a meeting of shareholders (i) by or at the direction of the Board of
Directors or by any committee or person appointed by the Board of Directors or
(ii) by any shareholder of the Corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedure set forth in
this paragraph. Any nomination other than those governed by clause (i) of the
preceding sentence shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be
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timely, a shareholder's notice shall be delivered to or mailed and received at
the principal executive offices of the Corporation not less than 50 days nor
more than 75 days prior to the meeting; provided, however, that in the event
that less than 60 days' notice or prior public disclosure of the date of the
meeting is given or made to shareholders, notice by the shareholders to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholder's notice to the Secretary
shall set forth (a) as to each person whom the shareholder proposes to nominate
for election as a direction (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 any such shares of the Corporation or any
subsidiary 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 for directors pursuant to any
then existing rule or regulation promulgated under the Securities Exchange Act
of 1934, as amended; and (b) as to the shareholder giving the notice (i) the
name and record address of such shareholder and (ii) the class and number of
shares of the Corporation which are beneficially owned by such shareholder. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director. No person shall be eligible for
election as a director unless nominated as set forth herein.
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
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
This Section 4 of Article I may not be altered, repealed, amended or
superseded, and no amendment to this Code of Regulations which is inconsistent
therewith may be adopted without the affirmative vote of holders of record of
shares entitling them to exercise at least 80% of the voting power of the
Corporation.
ARTICLE II
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SECTION 1. The business of the Corporation shall be managed by a Board of
nine directors, which shall be
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divided into three classes, each consisting of three directors. A separate
election shall be held for each class of directors at any meeting of
stockholders at which a member or members of more than one class of directors is
being elected. At each annual election, the directors elected to the class whose
term shall expire in that year shall hold office for a term of three years and
until their respective successors are elected.
SECTION 2. The directors shall elect all the officers of the Corporation
and fix their salaries. In the event of the occurrence of any vacancy or
vacancies in the Board of Directors, however caused, the remaining directors,
though less than a majority of the whole authorized number of directors, may, by
the vote of a majority of their number, fill any such vacancy for the balance of
the unexpired term.
SECTION 3. The regular meeting of the Board of Directors for the election
of officers shall be held immediately after adjournment of each annual meeting
of the stockholders. Other meetings of the Board of Directors shall be held at
such time and place as the Board may designate .
SECTION 4. The Board of Directors may appoint an Executive Committee of not
less than three or more than five of its members, which shall have charge of the
business of the Company between the meetings of the Board, and may also appoint
from time to time, such other committees, standing or special, as it shall deem
best, to consist of not less than three of its members, and may delegate to such
committees such powers and authority as the Board shall deem proper, and revoke
appointments of such committees or restrict or modify their powers.
SECTION 5. A quorum of the Board of Directors at any organization, regular,
or special meeting shall consist of a majority of the directors then in office,
except that a majority of the directors present at a meeting duly held, whether
or not a quorum is present may adjourn the meeting from time to time. At each
meeting of the Board of Directors at which a quorum is present, all questions
and business shall be determined by a majority vote of those present except as
in this Code of Regulations otherwise expressly provided.
SECTION 6. The affirmative vote of the holders of shares entitling them to
exercise at least four-fifths of the voting power of the Corporation entitled to
elect
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directors shall be required to remove all the directors, or all directors of a
particular class, or any individual director and to elect directors in place of
those removed, provided that unless all directors or all directors of a
particular class are removed, no individual director shall be removed if a
sufficient number of shares is voted against removal which if voted cumulatively
for the election of a director in an election for the entire number of directors
of the Corporation, as then fixed pursuant to Section 1 of this Article II,
would be sufficient to elect at least one director .
SECTION 7. No amendment to the Code of Regulations of the Corporation shall
amend, alter, change or repeal the provisions of this Article II, unless the
amendment effecting such amendment, alteration, change or repeal shall receive
the affirmative vote of shares entitling them to exercise at least four-fifths
of the voting power of the Corporation .
ARTICLE III
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SECTION 1. The officers of this Corporation shall be a president, one or
more vice presidents, a secretary, a treasurer, and, if desired by the Board of
Directors, a chairman of the board, who shall be a director, and such other
officers and assistants as the Board of Directors may from time to time
determine.
Any two or more offices may be held by one person, except the offices of
president and vice president.
SECTION 2. All officers of the Corporation shall be elected by the Board of
Directors and shall hold office until the meeting of the Board of Directors
following the Annual Meeting of Stockholders or until their successors are
elected and qualified. The Board of Directors may remove any officer at any
time, with or without cause. The Board of Directors may fill any vacancy in any
office occurring from whatever cause.
SECTION 3. Each officer and assistant officer shall have such duties,
responsibilities, powers and authority as may be prescribed by law or assigned
to him by the Board of Directors from time to time.
ARTICLE IV
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SECTION 1. The Board of Directors may, by resolution, forbid the transfer
of stock for a period not
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exceeding thirty (30) days prior to a meeting of the stockholders or prior to a
time when a dividend is payable.
ARTICLE V
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SECTION 1. These regulations may be amended or repealed at any meeting of
the Corporation.
ARTICLE VI
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SECTION 1. The Corporation shall indemnify each person who at any time was
or is a director or officer of the Corporation, or was or is serving at the
request of the Corporation as a director, trustee, or officer, of another
corporation, domestic or foreign, non-profit, partnership, joint venture, trust
or other enterprise, against expenses, including attorneys' fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him in
connection with any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of such service in accordance with and to the full extent then permitted by the
law of Ohio. This right of indemnification shall not be deemed exclusive of any
other rights to which any person seeking indemnification may be entitled in any
capacity under the Articles or the Regulations or any agreement, vote of
stockholders or disinterested directors, or otherwise both as to action in his
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
trustee, or officer, and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
SECTION 2. The Board of Directors may authorize the purchase and
maintenance by the Corporation of (1) insurance of the Corporation against loss
caused by the acts of its directors or officers and (2) insurance on behalf of
any 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, trustee, or officer of
another corporation, domestic or foreign, non-profit or for profit, partnership,
joint venture, trust, or other enterprise against any liability asserted against
him and incurred by him in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under applicable law.
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