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Exhibit 3(b)
L I N C O L N E L E C T R I C H O L D I N G S, I N C.
CODE OF REGULATIONS
ARTICLE I
SHARES
1. REGISTRATION AND TRANSFER OF CERTIFICATES. Each shareholder of the
Corporation whose shares have been fully paid for shall be entitled to
a certificate or certificates showing the number of shares registered
in his name on the books of the Corporation. Each certificate shall be
signed by the Chairman of the Board or the President or Vice-President
of the Corporation and the Secretary or Assistant Secretary or the
Treasurer or an Assistant Treasurer. Shares shall be transferred only
on the books of the Corporation by the holder thereof, in person or by
Attorney, upon surrender and cancellation of certificates for a like
number of shares.
2. SUBSTITUTED CERTIFICATES. The Board of Directors may authorize the
issuance of a new certificate in place of any certificate theretofore
issued by the Corporation alleged to have been lost or destroyed; in
its discretion requiring the owner of the lost or destroyed
certificate, or the legal representative, to give the Corporation a
bond in such sum as the Board of Directors may direct as indemnity
against any claim that may be made against the Corporation; or, if in
the judgment of the Board it is proper to do so, a new certificate may
be issued without requiring any bond.
3. SHAREHOLDERS ENTITLED TO NOTICE AND TO VOTE. The Board of Directors may
fix a time not exceeding forty-five (45) days preceding the date of any
meeting of shareholders, or any dividend payment date, or any date for
the allotment of rights, as a record date for the determination of the
shareholders entitled to notice of such meeting, or to vote thereat, or
to receive such dividends or rights, as the case may be, or in lieu
thereof, the Board of Directors may close the books of the Corporation
against the transfer of shares during the whole or any part of such
period.
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ARTICLE II
MEETINGS OF SHAREHOLDERS
1. ANNUAL MEETING. The Annual Meeting of shareholders shall be held at
such date, time and place as may be designated from time to time by the
Board of Directors, for the election of Directors and the consideration
of reports to be laid before the meeting. Upon due notice there may
also be considered and acted upon at the Annual Meeting any matter
which can properly be considered and acted upon at a special meeting,
in which case and for which purpose the Annual Meeting shall also be
considered as, and shall be, a special meeting. When an Annual Meeting
is not held or Directors are not elected thereat, they may be elected
at a special meeting called for that purpose.
2. SPECIAL MEETINGS. Special meetings of the shareholders may be called by
the President, or an Executive or Senior Vice-President, or the
Chairman of the Board of Directors, or by the Executive Committee, or
by a majority of the Board of Directors, acting with or without a
meeting, or by persons who hold twenty-five percent of all the shares
outstanding and entitled to vote thereat, at such place or places as
may be designated in the call therefore, and notice thereof; provided,
however, that a meeting for the election of Directors may be held only
within the State of Ohio.
3. NOTICE OF MEETINGS. Notice of meetings of shareholders shall be given
in writing by the Secretary, or in his absence by the Chairman of the
Board or President or a Vice-President, and such notice shall state
the purpose or purposes for which the meeting is called, and the time
and place where it is to be held, and shall be served or mailed to each
shareholder of record entitled to vote at such meeting or entitled to
notice thereof, at least ten (10) days prior to the meeting. If mailed,
it shall be directed to the shareholder at his address as it appears
upon the records of the Corporation. In the event of the transfer of
shares after notice has been given and prior to the holding of the
meeting, it shall not be necessary to serve notice upon the transferee.
Notice of the time, place and purpose of any meeting of shareholders
may be waived by the written assent of every shareholder entitled to
notice, filed with or entered upon the records of the meeting, either
before or after the holding thereof.
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4. QUORUM. The holders of a majority of the shares issued and outstanding,
entitled to vote, present either in person or by proxy, shall
constitute a quorum, unless a larger number is required by the laws of
Ohio, in which case the number required by the laws of Ohio, present
either in person or by proxy, shall constitute a quorum, but any less
number may adjourn the meeting from time to time, until a quorum is
obtained, and no further notice of such adjourned meeting need be given
other than by announcement at the meeting at which such adjournment is
taken.
5. PROXIES. Each shareholder entitled to vote shall be entitled to one
vote, either in person or by proxy, for each share of the Corporation
standing in his name at the time of the closing of the books for such
meeting. No proxy shall be valid after the expiration of eleven (11)
months from the date thereof, unless a longer time be specified
therein. Proxies shall be in writing but need not be sealed, witnessed
or acknowledged and shall be filed with the Secretary at or before the
meeting.
ARTICLE III
BOARD OF DIRECTORS
1. NUMBER AND ELECTION. The powers and authority of the Corporation shall
be exercised and its business managed and controlled by a Board of
Directors. The election of Directors shall be by ballot and shall be
held at the Annual Meeting of shareholders or at a special meeting
called for that purpose. The maximum number of the Directors of the
Corporation shall be eighteen. Subject to such maximum, the number of
Directors may be fixed or changed (a) at a meeting of the shareholders
called for the purpose of electing Directors at which a quorum is
present, by the affirmative vote of the holders of a majority of the
shares that are represented at the meeting and entitled to vote on the
proposal, and (b) by the Directors, by the vote of a majority of their
number, who may also fill any Director's office that is created by an
increase in the number of Directors. The Directors shall be divided
into three classes, as nearly equal in number as possible, as
determined by the Board of Directors of the Corporation. A separate
election shall be held for each class of Directors as hereinafter
provided. Directors elected at the first election for the first class
shall hold office for the term of one year from the date of their
election and until the election of their successors, Directors elected
at the first election for the second class shall hold office for the
term of two years from the date of their election and until the
election of
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their successors, and Directors elected at the first election for the
third class shall hold office for the term of three years from the date
of their election and until the election of their successors. At each
annual election, the successors to the Directors of each class whose
terms shall expire in that year shall be elected to hold office for the
term of three years from the date of their election and until the
election of their successors. In case of any increase in the number of
Directors of any class, any additional Directors elected to such class
shall hold office for a term which shall coincide with the term of such
class.
2. VACANCY AND REMOVAL. All Directors, for whatever terms elected, shall
hold office subject to applicable statutory provisions as to the
creation of vacancies and removal; provided, however, that all
Directors, all the Directors of a particular class or any individual
Director may be removed from office, without assigning any cause, only
by the affirmative vote of the holders of at least two-thirds of the
voting power of the outstanding shares of stock entitled to vote
generally on the election of Directors.
3. RESIGNATION. Any Director may resign at any time. Such resignation
shall be made in writing and shall take effect at the time specified
therein. If no time is specified, it shall become effective from the
time of its receipt by the Corporation, and the Secretary shall record
such resignation, noting the day, hour and minute of its reception. The
acceptance of a resignation shall not be necessary to make it
effective.
4. MEETINGS. Directors may meet at such times and at such places within or
without the State of Ohio as they may determine. Special meetings of
the Board of Directors may be called by the Chairman of the Board of
Directors or the President on one day's notice to each Director by whom
such notice is not waived, given either personally or by mail,
telephone, telegram, telex, facsimile or similar medium of
communication, and will be called by the Chairman of the Board of
Directors or the President, in like manner and on like notice, on the
written request of not less than one-third of the Board of Directors. A
majority of the Board of Directors shall be necessary to constitute a
quorum for the transaction of business, and the act of a majority of
Directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors.
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5. BY-LAWS. The Board of Directors may adopt By-Laws for its own
government not inconsistent with the Articles of Incorporation or
Regulations of the Corporation.
ARTICLE IV
INDEMNIFICATION AND INSURANCE
1. INDEMNIFICATION. (a) The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party, to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that
he is or was a Director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a Director,
trustee, officer, employee or agent of another corporation, domestic or
foreign, nonprofit or for profit, partnership, joint venture, trust or
other enterprise, to the full extent permitted from time to time under
the laws of the State of Ohio; provided, however, that the Corporation
shall indemnify any such agent (as opposed to any Director, officer or
employee) of the Corporation to an extent greater than that required by
law only if and to the extent that the Directors may, in their
discretion, so determine.
(b) The indemnification authorized by this Article shall not
be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification hereunder or under the Articles or any
agreement, vote of shareholders 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, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(c) No amendment, termination or repeal of this Article IV
shall affect or impair in any way the rights of any Director or officer
of the Corporation to indemnification under the provisions hereof with
respect to any action, suit or proceeding arising out of, or relating
to, any actions, transactions or facts occurring prior to the final
adoption of such amendment, termination or repeal.
2. LIABILITY INSURANCE. The Corporation may purchase and maintain
insurance or furnish similar protection, including but not limited to
trust funds, letters of credit or self-insurance, on behalf of or for
any person who is or was a Director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as
a Director, trustee, officer, employee or agent of another corporation,
domestic or foreign,
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nonprofit 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 this Article. Insurance may be purchased from or
maintained with a person in which the Corporation has a financial
interest.
ARTICLE V
NOMINATION OF DIRECTOR CANDIDATES
1. NOTIFICATION OF NOMINEES. Nominations for the election of Directors may
be made by the Board of Directors or a committee appointed by the Board
of Directors or by any shareholder entitled to vote in the election of
Directors generally. However, any shareholder entitled to vote in the
election of Directors generally may nominate one or more persons for
election as Directors at a meeting only if written notice of such
shareholder's intent to make such nomination or nominations has been
received by the Secretary of the Corporation not less than 80 days in
advance of such meeting; provided, however, that in the event that the
date of the meeting was not publicly announced by the Corporation by
mail, press release or otherwise more than 90 days prior to the
meeting, notice by the shareholder to be timely must be delivered to
the Secretary of the Corporation not later than the close of business
on the tenth day following the day on which such announcement of the
date of the meeting was communicated to shareholders. Each such notice
shall set forth: (a) the name and address of the shareholder who
intends to make the nomination and of the person or persons to be
nominated; (b) a representation that the shareholder is a holder of
record of stock of the Corporation entitled to vote for the election of
Directors on the date of such notice and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in
the notice; (c) a description of all arrangements or understandings
between the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d) such
other information regarding each nominee proposed by such shareholder
as would be required to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a Director
of the Corporation if so elected.
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2. SUBSTITUTION OF NOMINEES. In the event that a person is validly
designated as a nominee in accordance with paragraph 1 above, and shall
thereafter become unable or unwilling to stand for election to the
Board of Directors, the Board of Directors or the shareholder who
proposed such nominee, as the case may be, may designate a substitute
nominee upon delivery, not fewer than five days prior to the date of
the meeting for the election of such nominee of a written notice to the
Secretary setting forth such information regarding such substitute
nominee as would have been required to be delivered to the Secretary
pursuant to paragraph 1 above had such substitute nominee been
initially proposed as a nominee. Such notice shall include a signed
consent to serve as a Director of the Corporation, if elected, of each
such substitute nominee.
3. COMPLIANCE WITH PROCEDURES. If the chairman of the meeting for the
election of Directors determines that a nomination of any candidate for
election as a Director at such meeting was not made in accordance with
the applicable provisions of paragraphs 1 and 2 above, such nomination
shall be void.
ARTICLE VI
COMMITTEES
1. CREATION AND ELECTION. The Board of Directors may create, from time to
time and from its own number, an Executive Committee or any other
committee or committees of the Board of Directors to act in the
intervals between meetings of the Board of Directors and may delegate
to such committee or committees any of the authority of the Board of
Directors other than that of filling vacancies among the Board of
Directors or in any committee of the Board of Directors. No committee
shall consist of less than three Directors. The Board of Directors may
appoint one or more Directors as alternate members of any such
committee, who may take the place of any absent member or members at a
meeting of such committee. Except as above provided and except to the
extent that its powers are limited by the Directors, the Executive
Committee during the intervals between meetings of the Directors shall
possess and may exercise, subject to the control and direction of the
Directors, all of the powers of the Directors in the management and
control of the business of the Corporation, regardless of whether such
powers are specifically conferred by these Regulations. All action
taken by the Executive Committee shall be reported to the Directors at
their first meeting thereafter.
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2. QUORUM AND ACTION. Unless otherwise ordered by the Board of Directors,
a majority of the members of any committee appointed by the Board of
Directors pursuant to this Article VI shall constitute a quorum at any
meeting thereof, and the act of a majority of the members present at a
meeting at which a quorum is present shall be the act of such
committee. Action may be taken by any such committee without a meeting
by a writing or writings signed by all of its members. Any such
committee shall prescribe its own rules for calling and holding
meetings and its method of procedure, subject to any rules prescribed
by the Board of Directors, and shall keep a written record of all
action taken by it.
ARTICLE VII
OFFICERS
1. OFFICERS. The Corporation may have a Chairman of the Board and shall
have a President (both of whom shall be Directors), a Secretary and a
Chief Financial Officer (who shall serve as Treasurer under Ohio law).
The Corporation may also have one or more Vice-Presidents and such
other officers and assistant officers as the Board of Directors may
deem necessary. All of the officers and assistant officers shall be
elected by the Board of Directors.
2. AUTHORITY AND DUTIES OF OFFICERS. The officers of the Corporation shall
have such authority and shall perform such duties as are customarily
incident to their respective offices, or as may be specified from time
to time by the Board of Directors regardless of whether such authority
and duties are customarily incident to such office.
ARTICLE VIII
COMPENSATION OF DIRECTORS AND OFFICERS
The compensation of the Directors and officers of the Corporation shall be such
as the Board of Directors may from time to time designate.
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ARTICLE IX
AMENDMENTS
These regulations may be altered, changed, amended or repealed by the written
consent of the holders of record of shares entitling them to exercise not less
than two-thirds of the voting power of the Corporation, or at a meeting called
and held for that purpose, by the affirmative vote of the holders of record of
shares entitling them to exercise not less than a majority of the voting power
of the Corporation; provided, however, that paragraphs 1 and 2 of Article III
and all of Article V shall not be altered, changed, amended or repealed, nor
shall any provision inconsistent with such provisions be adopted, without the
affirmative vote of the holders of record of shares entitling them to exercise
not less than two-thirds of the voting power of the Corporation entitled to vote
generally in the election of Directors.
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