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Exhibit 3.10
BY-LAWS
of
KENTUCKY LADDER COMPANY
(a Pennsylvania corporation)
Amended and Restated May 15, 1997
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KENTUCKY LADDER COMPANY
By-Laws
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ARTICLE I
SHAREHOLDERS
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Section 1.01. ANNUAL MEETINGS. Annual meetings of the shareholders
shall be held on the third Tuesday of March in each year if not a legal
holiday, and if a legal holiday, then on the next succeeding day which is not a
legal holiday, at 93 Werner Road, P.O. Box 580, Greenville, Pennsylvania, at
the principal business office of the Corporation, or at such other date, time
and place as may be fixed by the Board of Directors. Written notice of the
annual meeting shall be given at least ten (10) days prior to the meeting to
each shareholder entitled to vote thereat. Any business may be transacted at
the annual meeting regardless of whether the notice calling such meeting
contains a reference thereto, except as otherwise required by law.
Section 1.02. SPECIAL MEETINGS. Special meetings of the shareholders
may be called at any time, for the purpose or purposes set forth in the call,
by the Chairman of the Board, the President, the Board of Directors or the
holders of at least one fifth of all the shares entitled to vote thereat, by
delivering a written request to the Secretary. Special meetings shall be held
at the principal business office of the Corporation, or at such other place as
may be fixed by the Board of Directors. The Secretary shall thereupon fix the
time and date of such special meeting, which shall be held not more than sixty
days after the receipt of such request, and shall give due notice thereof.
Written notice of each special meeting shall be given a least five days prior
to the meeting to each shareholder entitled to vote thereat. Such notice shall
specify the general nature of the business to be transacted at such special
meeting, and no other business may be transacted at such special meeting.
Section 1.03. ORGANIZATION. The Chairman of the Board, if one has been
elected and is present, or if not, the President, or in his absence the Vice
President having the greatest seniority, shall preside, and the Secretary, or
in his absence any Assistant Secretary, shall take the minutes, at all meetings
of the shareholders.
Section 1.04. MEETINGS BY TELEPHONE. One or more shareholders may
participate in any annual or special meeting of the shareholders by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting in this manner by a shareholder will be considered to be attendance in
person for all purposes under these By-Laws.
Section 1.05. ACTION WITHOUT A MEETING. Any action which may be taken
at a meeting of the shareholders may be taken without a meeting if a consent or
consents in writing, setting forth the
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action so taken, shall be signed by two-thirds of the shareholders who would be
entitled to vote at a meeting for such purpose and shall be filed with the
Secretary.
ARTICLE II
DIRECTORS
Section 2.01. NUMBER, ELECTION AND TERM OF OFFICE. The number of
Directors which shall constitute the full Board of Directors shall be fixed by
the Board of Directors but shall not be less than three nor more than seven
unless such lesser number is permitted by the Pennsylvania Business Corporation
Law. A full Board of Directors shall be elected at each annual meeting of the
shareholders. Each Director shall hold office from the time of his election,
but shall be responsible as a Director from such time only if he consents to
his election; otherwise from the time he accepts office or attends his first
meeting of the Board, and thereafter until his successor is duly elected, or
until his earlier death, resignation or removal.
Section 2.02. THE CHAIRMAN OF THE BOARD. The Board of Directors shall
elect a Chairman of the Board. The Chairman when present shall preside at all
meetings of the Shareholders and of the Board of Directors.
Section 2.03. REGULAR MEETINGS; NOTICE. Regular meetings of the Board
of Directors shall be held at such time and place as shall be designated by the
Board of Directors from time to time. Notice of such regular meetings shall not
be required, except as otherwise expressly required herein or by law, and
except that whenever the time or place of regular meetings shall be initially
fixed and then changed, notice of such action shall be given promptly by
telephone or otherwise to each Director not participating in such action. Any
business may be transacted at any regular meeting.
Section 2.04. ANNUAL MEETING OF THE BOARD. A regular meeting of the
Board of Directors shall be held immediately after and at the same place as the
annual meeting of the shareholders. Such regular meeting shall be the annual
organization meeting at which the Board shall organize itself and elect the
executive officers of the Corporation for the ensuing year and may transact any
other business.
Section 2.05. SPECIAL MEETINGS; NOTICE. Special meetings of the Board
of Directors may be called at any time by the Board itself, or by the Chairman
or the President, or by at least one-fourth of the directors, to be held at
such place and day and hour as shall be specified by the person or persons
calling the meeting. Notice of every special meeting of the Board of Directors
shall be given by the Secretary to each Director at least two days before the
meeting. Any business may be transacted at any special meeting regardless of
whether the notice calling such meeting contains a reference thereto, except as
otherwise required by law.
Section 2.06. ORGANIZATION. At all meetings of the Board of Directors,
the presence of at least a majority of the directors in office shall be
necessary and sufficient to constitute a quorum for
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the transaction of business. If a quorum is not present at any meeting, the
meeting may be adjourned from time to time by a majority of the Directors
present until a quorum as aforesaid shall be present, but notice of the time
and place to which such meeting is adjourned shall be given to any Directors
not present either by being sent by telegraph or given personally or by
telephone at least eight hours prior to the hour of reconvening. Resolutions of
the Board shall be adopted, and any action of the Board upon any matter shall
be valid and effective, with the affirmative vote of a majority of the
Directors present at a meeting duly convened and at which a quorum is present.
The Chairman of the Board, if one has been elected and is present, or if not,
the President, if he is a Director and is present, or if not, a Director
designated by the Board, shall preside at each meeting of the Board. The
Secretary, or in his absence any Assistant Secretary, shall take the minutes at
all meetings of the Board of Directors. In the absence of the secretary and an
Assistant Secretary, the presiding officer shall designate any person to take
the minutes of the meeting.
Section 2.07. MEETINGS BY TELEPHONE. One or more Directors may
participate in any regular or special meeting of the Board of Directors or of a
committee of the Board 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. Participation in a meeting in this manner by a
Director will be considered to be attendance in person for all purposes under
these By-Laws.
Section 2.08. PRESUMPTION OF ASSENT. Minutes of each meeting of the
Board shall be made available to each Director at or before the next succeeding
meeting. Each Director shall be presumed to have assented to such minutes
unless his objection thereto shall be made to the Secretary at or within two
days after such succeeding meeting.
Section 2.09. ACTION WITHOUT A MEETING. Any action which may be taken
at a meeting of the Board of Directors or any committee thereof may be taken
without a meeting if a consent or consents in writing, setting forth the action
so taken, shall be signed by all of the Directors or members of such committee,
as the case may be, and shall be filed with the Secretary.
Section 2.10. RESIGNATIONS. Any Director may resign by submitting his
resignation to the Secretary. Such resignation shall become effective upon its
receipt by the Secretary or as otherwise specified therein.
Section 2.11. COMMITTEES. By resolution adopted by a majority of the
whole Board, standing or temporary committees, which may include an Executive
Committee, consisting of at least two Directors may be appointed by the Board
of Directors from time to time. Each such committee shall have and exercise
such authority of the Board of Directors in the management of the business and
affairs of the Corporation as the Board may specify from time to time, which
may include declaration of dividends, authorization of the issuance and terms
of sale of stock or debt securities, fixing the relative rights and preferences
of preferred stock or other securities issue by the Corporation and any other
action which the Pennsylvania Business Corporation Law provides shall or may be
taken by the Board of Directors. The Board may designate one or more Directors
as alternate members of any committee to replace any absent or disqualified
member at any meeting
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of the committee, and in the event of such absence or disqualification, the
member or members of such committee present at any meeting and not disqualified
from voting, whether or not such member or members constitute a quorum, may
unanimously appoint another Director to act at the meeting in the place of any
such absent or disqualified member. Any action taken by any committee shall be
subject to alteration or revocation by the Board of Directors; provided,
however, that third parties shall not be prejudiced by such alteration or
revocation.
Section 2.12. PERSONAL LIABILITY OF DIRECTORS.
(a) ELIMINATION OF LIABILITY. To the fullest extent that the laws of
the Commonwealth of Pennsylvania, as now in effect or as hereafter amended,
permit elimination or limitation of the liability of directors, no Director of
the Corporation shall be personally liable for monetary damages as such for any
action taken, or any failure to take any action, as a Director.
(b) NATURE AND EXTENT OF RIGHTS. The provisions of this Section shall
be deemed to be a contract with each Director of the Corporation who serves as
such at any time while this Section is in effect and each such Director shall
be deemed to be so serving in reliance on the provisions of this Section. Any
amendment or repeal of this Section or adoption of any By-Law or provision of
the Articles of the Corporation which has the effect of increasing director
liability shall operate prospectively only and shall not have any effect with
respect to any action taken, or any failure to act, by a Director prior
thereto.
ARTICLE III
OFFICERS AND EMPLOYEES
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Section 3.01. EXECUTIVE OFFICERS. The Executive Officers of the
Corporation shall be the President, the Executive Vice President, the Secretary
and Treasurer, and shall include one or more Vice Presidents as the Board may
from time to time determine, all of whom shall be elected by the Board of
Directors. Any two or more offices may be held by the same person. Each
Executive Officer shall hold office at the pleasure of the Board of Directors,
or until his death or resignation.
Section 3.02. ADDITIONAL OFFICERS; OTHER AGENTS AND EMPLOYEES. The
Board of Directors may from time to time appoint or employ such additional
officers, assistant officers, agents, employees and independent contractors as
the Board deems advisable; the Board or the President shall prescribe their
duties, conditions of employment and compensation; and the Board shall have the
right to dismiss them at any time, without prejudice to their contract rights,
if any. The President may employ from time to time such other agents, employees
and independent contractors as he may deem advisable for the prompt and orderly
transaction of the business of the Corporation, and he may prescribe their
duties and the conditions of their employment, fix their compensation and
dismiss them at any time, without prejudice to their contract rights, if any.
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Section 3.03. THE PRESIDENT. Subject to the control of the Board of
Directors, the President shall have general and active management of the day to
day business of the Corporation. The President may sign and execute all
instruments in the name of the Corporation.
Section 3.04. THE VICE PRESIDENTS. The Vice Presidents may be given by
resolution of the Board general executive powers, subject to the control of the
President, concerning one or more or all segments of the operations of the
Corporation. The Vice Presidents shall exercise such further powers and duties
as from time to time may be prescribed in these By-Laws or by the Board of
Directors or the President. Each Vice President, by virtue of his office, shall
be an Assistant Secretary. At the request of the President, or in his absence
or disability, the Executive Vice President shall exercise the powers and
duties of the President.
Section 3.05. THE SECRETARY AND ASSISTANT SECRETARIES. It shall be the
duty of the Secretary (a) to keep an original or duplicate record of the
proceedings of the shareholders and the Board of Directors, and a copy of the
Articles and of the By-Laws; (b) to give such notices as may be required by law
or by these By-Laws; (c) to be custodian of the corporate records and of the
seal of the Corporation and see that the seal is affixed to such documents as
may be necessary or advisable; (d) to have charge of and keep, or cause to be
kept by a transfer agent or registrar, the stock books of the Corporation and
such records as to the identity of the shareholders, and as to the shares
issued to and held of record by them, as may be required by law; and (e) to
exercise all powers and duties incident to the office of Secretary; and such
further powers and duties as from time to time may be prescribed in these
By-Laws or by the Board of Directors or the President. The Secretary by virtue
of his office shall be an Assistant Treasurer. Each officer of the Corporation
by virtue of his office shall be an Assistant Secretary. The Assistant
Secretaries shall assist the Secretary in the performance of his duties and
shall also exercise such further powers and duties as from time to time may be
prescribed by the Board of Directors, the President or the Secretary. At the
direction of the Secretary or in his absence or disability, an Assistant
Secretary shall exercise the powers and duties of the Secretary.
Section 3.06. THE TREASURER AND ASSISTANT TREASURERS. It shall be the
duty of the Treasurer (a) to keep the Corporation's contracts, insurance
policies, leases, deeds and other business records; (b) to see that the
Corporation's lists, books, reports, statements, tax returns, certificates, and
other documents and records required by law are properly prepared, kept and
filed; (c) to be the principal officer in charge of tax and financial matters,
budgeting and accounting of the Corporation; (d) to have charge and custody of
and be responsible for the Corporation's funds, securities and investments; (e)
to receive and give receipts for checks, notes, obligations, funds and
securities of the Corporation, and deposit monies and other valuable effects in
the name and to the credit of the Corporation, in such depositories as shall be
designated by the Board of Directors; (f) subject to the provisions of Section
5.01 hereof, to cause the funds of the Corporation to be disbursed by payment
in cash or by checks or drafts upon the authorized depositories of the
Corporation, and to cause to be taken and preserved proper vouchers for such
disbursements; (g) to render to the President and the Board of Directors
whenever they may require it an account of all his transactions as Treasurer,
and reports as to the financial position and operations of the Corporation; (h)
to keep appropriate, complete and accurate books and records of account of all
the Corporation's business and
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transactions; and (i) to exercise all powers and duties incident to the office
of Treasurer; and such further duties from time to time as may be prescribed in
these By-Laws or by the Board of Directors or the President. The Assistant
Treasurers shall assist the Treasurer in the performance of his duties and
shall also exercise such further powers and duties as from time to time may be
prescribed by the Board of Directors, the President or the Treasurer. At the
direction of the Treasurer or in his absence or disability, an Assistant
Treasurer shall exercise the powers and duties of the Treasurer.
Section 3.07. VACANCIES. Any vacancy in any office or position by
reason of death, resignation, removal, disqualification, disability or other
cause shall be filled in the manner provided in this Article III for regular
election or appointment to such office.
Section 3.08. DELEGATION OF DUTIES. The Board of Directors may in its
discretion delegate for the time being the powers and duties, or any of them,
of any officer to any other person whom it may select.
ARTICLE IV
SHARES OF CAPITAL STOCK
Section 4.01. SHARE CERTIFICATES. Every holder of fully-paid stock of
the Corporation shall be entitled to a certificate or certificates, to be in
such form as the Board of Directors may from time to time prescribe, and signed
(in facsimile or otherwise, as permitted by law) by the President or a Vice
President and the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer and sealed with the corporate seal or a facsimile thereof,
which shall represent the number and class of shares of stock owned by such
holder. The Board may authorize the issuance of certificates for fractional
shares or, in lieu thereof, scrip or other evidence of ownership, which may (or
may not) as determined by the Board entitle the holder thereof to voting,
dividends or other rights of shareholders.
Section 4.02. TRANSFER OF SHARES. Transfers of shares of stock of the
Corporation shall be made on the books of the Corporation only upon surrender
to the Corporation of the certificate or certificates for such shares properly
endorsed, by the shareholder or by his assignee, agent or legal representative,
who shall furnish proper evidence of assignment, authority or legal succession,
or by the agent of one of the foregoing thereunto duly authorized by an
instrument duly executed and filed with the Corporation, in accordance with
regular commercial practice.
Section 4.03. LOST, STOLEN, DESTROYED OR MUTILATED CERTIFICATES. New
certificates for shares of stock may be issued to replace certificates lost,
stolen, destroyed or mutilated upon such condition as the Board of Directors
may from time to time determine.
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Section 4.04. REGULATIONS RELATING TO SHARES. The Board of Directors
shall have power and authority to make all such rules and regulations not
inconsistent with these By-Laws as it may deem expedient concerning the issue,
transfer and registration of certificates representing shares of the
Corporation.
Section 4.05. HOLDERS OF RECORD. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock of the Corporation
as the holder and owner in fact thereof for all purposes and 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 otherwise expressly provided by law.
ARTICLE V
MISCELLANEOUS CORPORATION TRANSACTIONS AND DOCUMENTS
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Section 5.01. EXECUTION OF NOTES, CHECKS, CONTRACTS AND OTHER
INSTRUMENTS. All notes, bonds, drafts, acceptances, checks endorsements (other
than for deposit), guarantees and all evidences of indebtedness of the
Corporation whatsoever, and all deeds, mortgages, contracts and other
instruments requiring execution by the Corporation, may be signed by the
President, any Vice President or the Treasurer, and authority to sign any of
the foregoing, which may be general or confined to specific instances, may be
conferred by the Board of Directors upon any other person or persons. Any
person having authority to sign on behalf of the Corporation may delegate, from
time to time, by instrument in writing, all or any part of such authority to
any other person or persons if authorized to do so by the Board of Directors,
which authority may be general or confined to specific instances. Facsimile
signatures on checks may be used if authorized by the Board of Directors.
Section 5.02. VOTING SECURITIES OWNED BY CORPORATION. Securities owned
by the Corporation and having voting power in any other corporation shall be
voted by the President or any Vice President, unless the Board confers
authority to vote with respect thereto, which may be general or confined to
specific investments, upon some other person. Any person authorized to vote
such securities shall have the power to appoint proxies, with general power of
substitution.
ARTICLE VI
GENERAL PROVISIONS
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Section 6.01. OFFICES. The principal business office of the
Corporation shall be at 93 Werner Road, P.O. Box 580, Greenville, PA 16125. The
Corporation may also have offices at such other places within or without the
Commonwealth of Pennsylvania as the business of the Corporation may require.
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Section 6.02 CORPORATE SEAL. The Board of Directors shall prescribe
the form of a suitable corporate seal, which shall contain the full name of the
Corporation and the year and state of incorporation.
Section 6.03. FISCAL YEAR. The fiscal year of the Corporation shall
end on such day as shall be fixed by the Board of Directors.
Section 6.04. FINANCIAL REPORTS TO SHAREHOLDERS. The Board shall have
discretion to determine whether financial reports shall be sent to
shareholders, what such reports shall contain, and whether they shall be
audited or accompanied by the report of an independent or certified public
accountant.
ARTICLE VII
AMENDMENTS
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Section 7.01. AMENDMENTS. These By-Laws may be amended, altered or
repealed, and new by-laws may be adopted, by the shareholders or the Board of
Directors at any regular or special meeting. No provision of these By-Laws
shall vest any property or contract right in any person.
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