1
Exhibit 3.18
BY-LAWS
of
R.D. ARIZONA LADDER CORP.
(an Arizona Corporation)
Amended and Restated May 15, 1997
2
BY-LAWS
ARTICLE I - OFFICES
1. The known place of business of the corporation shall be at 93
Werner Road, Greenville, Pennsylvania, and the name of its statutory agent is
2. The corporation may also have offices at such other places as the
Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II - SEAL
1. The corporation seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Arizona."
ARTICLE III - SHAREHOLDERS' MEETING
1. Meetings of the shareholders shall be held at the known place of
business of the corporation or at such other place or places, either within or
without the State of Arizona, as may from time to time be selected.
2. The annual meeting of the shareholders shall be held on the second
Tuesday of April in each year if not a legal holiday, and if a legal holiday,
then on the next secular day following at 10:00 o'clock A.M., when they shall
elect a Board of Directors, and transact such other business as may properly be
brought before the meeting. If the annual meeting is not held within any
thirteen-month period, the Superior Court of the County of the known place of
business of the corporation may, on the application of any shareholder, order a
meeting to be held.
3. Special meeting of the shareholders may be called by the Board of
Directors, the holders of not fewer than one-tenth of all the shares entitled
to vote at the meeting, or such other persons as may be authorized in the
Articles of Incorporation.
4. A majority of the shares entitled to vote, represented in person or
by proxy shall constitute a quorum at a meeting of shareholders. All shares
represented and entitled to vote on any single subject matter which may be
brought before the meeting shall be counted for the purposes of a quorum. Only
those shares entitled to vote on a particular subject matter shall be counted
for the
-1-
3
purposes of voting on that subject matter. Business may be conducted once a
quorum is present and may continue until adjournment of the meeting
notwithstanding the withdrawal or temporary absence of sufficient shares to
reduce the number present to less than a quorum. Unless the vote of a greater
number or voting by classes is required by The Arizona Business Corporation
Act, the affirmative vote of the majority of the shares then represented at the
meeting and entitled to vote on the subject matter shall be the act of the
shareholders; provided, however, that if the shares then represented are less
than required to constitute a quorum, the affirmative vote must be such as
would constitute a majority if a quorum were present; provided further, the
affirmative vote of a majority of the shares then present is sufficient in all
cases to adjourn a meeting.
5. Written notice stating the place, day and hour of the meeting and,
in case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than fifty days before
the date of the meeting, either personally or by mail, by an officer of the
corporation at the direction of the person or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when mailed to the shareholder at his
address as it appears on the stock transfer books of the corporation. When a
meeting is adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at the meeting at
which the adjournment is taken. At the adjourned meeting, the corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than thirty days, or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.
6. The officer or agent having charge of the stock transfer books for
shares of the corporation shall make a complete record of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each.
Such record shall be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder during the
whole time of the meeting for the purposes thereof.
7. Failure to comply with the requirements of this section shall not
affect the validity of any action taken at such meeting.
-2-
4
8. An officer or agent having charge of the stock transfer books who
shall fail to prepare the record of shareholders, or produce and keep it open
for inspection at the meeting, as provided in this section, shall be liable to
any shareholder suffering damage on account of such failure, to the extent of
such damage.
9. Each outstanding share or fraction thereof, regardless of class,
shall be entitled to one vote or corresponding fraction thereof on each matter
submitted to a vote at a meeting of shareholders, except as may be otherwise
provided.
10. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney-in-fact. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy. A duly executed proxy shall be irrevocable if
it states that it is irrevocable and if, and only as long as it is coupled with
an interest sufficient in law to support an irrevocable power. A proxy may be
made irrevocable regardless of whether the interest with which it is coupled is
an interest in the share itself or an interest in the corporation generally. A
proxy is not revoked by the death or incapacity of the maker unless, before the
vote is counted or quorum is determined, written notice of the death or
incapacity is given to the corporation.
At each election for directors, every shareholder entitled to vote at
such election shall have the right to vote in person or by proxy, the number of
shares owned by him for as many persons as there are directors to be elected
and for whose election he has a right to vote, or to cumulate his votes by
giving one candidate as many votes as the number of such directors multiplied
by the number of his shares shall equal, or by distributing such votes on the
same principle among any number of such candidates.
11. A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.
12. Whenever any notice is required to be given to any shareholder or
director of this corporation, a waiver thereof in writing signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be equivalent to the giving of such notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when
-3-
5
the person attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
13. In order that the corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled 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 shares 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 nor less than ten days before
the date of such meeting, nor more than sixty days nor less than ten days prior
to any such other action.
1. If no record date is fixed:
The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at
four o'clock in the afternoon on the day before the day on
which notice is given, or, if notice is waived, at the
commencement of the meeting.
2. The record date for determining shareholders entitled to
express consent to corporate action in writing without
meeting shall be the time of the day on which the first
written consent is served on the corporation.
3. A determination of shareholders of record entitled to notice
of or to vote at a meeting of shareholders 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 and further provided that the adjournment or
adjournments do not exceed thirty days in the aggregate.
14. Unless otherwise provided in the Articles of Incorporation, a
majority of the shares entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders, but in no event shall a
quorum consist of less than one-third of the shares entitled to vote at the
meeting. All shares represented and entitled to vote on any single subject
matter which may be brought before the meeting shall be counted for the
purposes of a quorum. Only those shares entitled to vote on a particular
subject matter shall be counted for the purposes of voting on that subject
matter. Business may be conducted once a quorum is present and may continue
until adjournment of the meeting notwithstanding the withdrawal or temporary
absence of sufficient
-4-
6
shares to reduce the number present to less than a quorum. Unless the vote of a
greater number or voting by classes is required by law, the affirmative vote of
the majority of the shares then represented at the meeting and entitled to vote
on the subject matter shall be the act of the shareholders; provided, however,
that if the shares then represented are less than required to constitute a
quorum, the affirmative vote must be such as would constitute a majority if a
quorum were present; provided, further, the affirmative vote of a majority of
the shares then present is sufficient in all cases to adjourn a meeting.
15. Any action required to be taken at a meeting of the shareholders
of the corporation or any action which may be taken at a meeting of
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all of the shareholders entitled to
vote with respect to the subject matter thereof.
ARTICLE IV - DIRECTORS
1. The business of this corporation shall be managed by its Board of
Directors, three in number. The Directors need not be residents of the State or
shareholders in the corporation. At the first annual meeting of shareholders
and at each annual meeting thereafter, the shareholders shall elect directors
to hold office until the next succeeding annual meeting. Each director shall
hold office until his successor is elected and qualified, or until his earlier
resignation or removal. Any director may resign at any time upon written notice
to the corporation. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining directors, though
not less than a quorum, or by a sole remaining director, and any director so
chosen shall hold office until the next election of directors when his
successor is elected and qualified. Any newly created directorship shall be
deemed a vacancy. Unless otherwise provided in the Articles of Incorporation,
when one or more directors shall resign from the Board, effective at a future
time, a majority of the directors then in office, including those who have so
resigned, shall have power to fill such vacancy or vacancies, the vote thereon
to take effect when such resignation or resignations shall become effective,
and each director so chosen shall hold office as herein provided in the filling
of other vacancies. If at any time, by reason of death or resignation or other
cause, the corporation should have no directors in office, then any officer or
any shareholder or an executor, administrator,
-5-
7
trustee or guardian of a shareholder, or other fiduciary entrusted with like
responsibility for the person or estate of a shareholder, may call a special
meeting of shareholders.
2. In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the Board may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles or by these By-Laws directed or required to be exercised or done
by the shareholders.
3. 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.
4. Meetings of the Board of Directors, regular or special, may be held
either within or without this State, and may be held by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting.
5. Each newly elected Board may meet at such place and time as shall
be fixed by the shareholders at the meeting at which such directors are elected
and no notice shall be necessary to the newly elected directors in order
legally to constitute the meeting, or they may meet at such place and time as
may be fixed by the consent in writing of all the directors.
6. Regular meetings of the Board shall be held without notice at the
known place of business of the corporation, or at such other time and place as
shall be determined by the Board.
7. Special meetings of the Board may be called by the President on two
days' notice to each director, either personally or by mail or by telegram;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of a majority of the directors in
office.
8. A majority of the directors in office shall be necessary to
constitute a quorum for the transaction of business, and the acts of a majority
of the directors present at a meeting at which a quorum is present shall be the
acts of the Board of Directors. Any action which may be taken at a meeting of
the directors 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 and shall be filed with the Secretary of the corporation.
-6-
8
9. Directors as such, shall not receive any stated salary for their
services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board PROVIDED, that nothing herein contained shall be construed
to preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
10. The Board of Directors, by resolution adopted by a majority of the
full Board of Directors, may designate from among its members an executive
committee and one or more other committees each of which, to the extent
provided in such resolution or in the Articles of Incorporation or these
By-Laws, shall have and may exercise all the authority of the Board of
Directors, but no such committee shall have the authority of the Board of
Directors in reference to the following matters:
1. The submission to shareholders pursuant to the requirement of this
chapter of any action that requires shareholders' authorization or approval
under this chapter.
2. The filling of vacancies on the Board of Directors or in any
committee of the Board of Directors.
3. The amendment or repeal of the By-Laws, or the adoption of new
By-Laws.
4. The fixing of compensation of directors for serving on the Board or
on any committee of the Board of Directors.
11. The Board of Directors, with or without cause, may dissolve any
such committee or remove any member thereof at any time. The designation of any
such committee and the delegation thereto of authority shall not operate to
relieve the Board of Directors, or any member thereof, of any responsibility
imposed by law.
ARTICLE V - OFFICERS
1. The officers of the corporation shall consist of a President, one
or more Vice Presidents as may be prescribed by these By-Laws, a Secretary, and
a Treasurer, each of whom shall be elected by the Board of Directors at such
time and in such manner as may be prescribed by the Board. Such other officers
and assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors. Any two or more offices may be held by the
same
-7-
9
person, except the offices of President and Secretary. All officers and agents
of the corporation, as between themselves and the corporation, shall have such
authority and perform such duties in the management of the corporation as may
be determined by resolution of the Board of Directors not inconsistent with
these By-Laws.
2. The salaries of all officers and agents of the corporation shall be
fixed by the Board of Directors.
3. The officers of the corporation shall hold office for one year and
until their successors are chosen and have qualified. Any officer or agent
elected or appointed by the Board may be removed by the Board of Directors
whenever in its judgment the best interests of the corporation will be served
thereby.
4. The President shall preside at all meetings of the shareholders and
directors; he shall have general and active management of the business of the
corporation, shall see that all orders and resolutions of the Board are carried
into effect, subject, however, to the right of the directors to delgate any
specific powers, except such as may be by statute exclusively conferred on the
President, to any other officer or officers of the corporation. He shall
execute bonds, mortgages and other contracts requiring a seal, under the seal
of the corporation. He shall be EX-OFFICIO a member of all committees, and
shall have the general powers and duties of supervision and management usually
vested in office of the President of a corporation.
5. The Secretary shall attend all sessions of the Board and all
meetings of the shareholders and act as clerk thereof, and record all the votes
of the corporation and the minutes of all its transactions in a book to be kept
for that purpose; and shall perform like duties for all committees of the Board
of Directors when required. He shall give, or cause to be given, notice of all
meetings of the shareholders and of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
and under whose supervision he shall be. He shall keep in safe custody the
corporate seal of the corporation, and when authorized by the Board, affix the
same to any instrument requiring it.
6. The Treasurer shall have custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall keep the moneys
of the corporation in a separate account to the credit of the corporation. He
-8-
10
shall disburse the funds of the corporation as may be ordered by the Board,
taking proper vouchers for such disbursements, and shall render to the
President and directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his transactions as Treasurer and of the
financial condition of the corporation.
ARTICLE VI - VACANCIES
1. If the office of any officer or agent, one or more, becomes vacant
for any reason, the Board of Directors may choose a successor or successors,
who shall hold office for the unexpired term in respect of which such vacancy
occurred.
2. Any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining directors though not less
than a quorum, or by a sole remaining director, and any director so chosen
shall hold office until the next election of directors when his successor is
elected and qualified. Any newly created directorship shall be deemed a
vacancy. When one or more directors shall resign from the Board, effective at a
future time, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or resignations shall become
effective, and each director so chosen shall hold office as herein provided in
the filling of other vacancies. If at any time, by reason of death or
resignation or other cause, a corporation should have no directors in office,
then any officer or any shareholder or an executor, administrator, trustee or
guardian of a shareholder, or other fiduciary entrusted with like
responsibility for the person or estate of a shareholder may call a special
meeting of shareholders.
ARTICLE VII - BOOKS AND RECORDS
1. The corporation shall keep correct and complete books and records
of account and shall keep minutes of the poceedings of its shareholders and
Board of Directors and committees thereof. The corporation shall keep at its
statutory agent's office, or its known place of business, or at the office of
its transfer agent or registrar, a record of its shareholders, giving the names
and addresses of all shareholders and the number and class of the shares held
by each. Books, records,
-9-
11
and minutes shall be written form or in any other form capable of being
converted into written form within a reasonable time.
2. Any person who shall have been a holder of record of shares or of a
voting trust beneficial interest therefor at least six months immediately
preceding his demand or shall be the holder of record of, or the holder of
record of a voting trust beneficial interest for, at least five per cent of all
the oustanding shares of the corporation, upon written demand stating the
purpose thereof, shall have the right to examine, in person, or by agent or
attorney, at any reasonable time or times, for any proper purpose the
corporation's relevant books and records of accounts, minutes, and record of
shareholders and to make copies or extracts therefrom.
ARTICLE VIII - SHARE CERTIFICATES, DIVIDENDS, ETC.
1. The share certificates of the corporation shall be numbered and
registered in the share ledger and transfer books of the corporation as they
are issued. They shall bear the corporate seal and shall be signed by the
2. Transfer of shares shall be made on the books of the corporation
upon surrender of the certificates therefor, endorsed by the person named in
the certificate or by attorney, lawfully constituted in writing. No transfer
shall be made which is inconsistent with law.
3. In the event that a share certificate shall be lost, destroyed or
mutilated, a new certificate may be issued therefor upon such terms and
indemnity to the corporation as the Board of Directors may prescribe.
4. The Board of Directors may declare and pay dividends upon the
outstanding shares of the corporation, from time to time and to such extent as
they deem advisable, in the manner and upon the terms and conditions provided
by statute and the Articles of Incorporation.
5. Before payment of any dividend, there may be set aside out of the
net profits of the corporation such sum or sums as the directors, from time to
time, in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the directors shall
think conducive to the interests of the corporation, and the directors may
abolish any such reserve in the manner in which it was created.
-10-
12
ARTICLE IX - MISCELLANEOUS PROVISIONS
1. All checks or demands for money and notes of the corporation shall
be signed by such officer or officers as the Board of Directors may from time
to time designate.
2. The fiscal year of the corporation shall begin on the first day of
3. Whenever written notice is required to be given to any person, it
may be given to such person, either personally or by sending a copy thereof
through the mail, or by telegram, charges prepaid, to his address appearing on
the books of the corporation, or supplied by him to the corporation for the
purpose of notice. If the notice is sent by mail or by telegraph, it shall be
deemed to have been given to the person entitled thereto when deposited in the
United States mail or with a telegraph office for transmission to such person.
Such notice shall specify the place, day and hour of the meeting and, in the
case of a special meeting of shareholders, the general nature of the business
to be transacted.
4. Any payments made to an officer or employee of the corporation such
as a salary, commission, bonus, interest, rent, travel or entertainment expense
incurred by him, which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by such officer or
employee to the corporation to the full extent of such disallowance. It shall
be the duty of the directors, as a Board, to enforce payment of each such
amount disallowed. In lieu of payment by the officer or employee, subject to
the determination of the directors, proportionate amounts may be withheld from
his future compensation payments until the amount owed to the corporation has
been recovered.
ARTICLE X - ANNUAL STATEMENT
1. The President and Board of Directors shall present at each annual
meeting a full and complete statement of the business and affairs of the
corporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Directors shall deem advisable and
need not be verified by a certified public accountant.
2. If the corporation has more than ten shareholders, it shall cause a
financial report of the corporation to be delivered or mailed to its
shareholders of record at least once in each year.
-11-
13
Such report shall be distributed to shareholders within four months after the
end of the fiscal year of the corporation and shall include the year end
balance sheet and statement of income.
ARTICLE XI - AMENDMENTS
The original By-Laws of this corporation may be adopted by the
incorporators, or by the initial Board of Directors. The power to alter, amend
or repeal the By-Laws or adopt new By-Laws, subject to repeal or change by
action of the shareholders, shall be vested in the Board of Directors.
-12-