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EXHIBIT 3.2
REGULATIONS
OF
PARK-OHIO INDUSTRIES, INC.
MEETING OF SHAREHOLDERS
Section 1. Annual Meeting.
The annual meeting of shareholders of the Corporation shall be held at
such time and on such business day as the directors may determine each year.
The annual meeting shall be held at the principal office of the Corporation or
at such other place within or without the State of Ohio as the directors may
determine. The directors shall be elected thereat and such other business
transacted as may be specified in the notice of the meeting.
Section 2. Special Meetings.
Special meetings of the shareholders may be called at any time by the
President, a Vice President or by a majority of the directors acting with or
without a meeting, or by shareholders holding 25% or more of the outstanding
shares entitled to vote thereat. Such meetings may be held within or without
the State of Ohio at such time and place as may be specified in the notice
thereof.
Section 3. Notice of Meetings.
Written notice of every annual or special meeting of the shareholders
stating the time, place and purposes thereof shall be given to each shareholder
entitled to vote thereat and to each shareholder entitled to notice as provided
by law, in person or by mailing the same to his last address appearing on the
records of the Corporation at least seven days before the meeting. Any
shareholder may waive notice of any meeting, and, by attendance at any meeting
without protesting the lack of proper notice, shall be deemed to have waived
notice thereof.
Section 4. Persons Becoming Entitled By Operation of Law or Transfer.
Every person who, by operation of law, transfer or any other means
whatsoever, shall become entitled to any shares, shall be bound by every notice
in respect of such share or shares which previously to the entering of his name
and address on the records of the Corporation shall have been duly given to the
person from whom he derives his title to such shares.
Section 5. Quorum and Adjournments.
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Except as may be otherwise required by law or by the Articles of
Incorporation, the holders of shares entitling them to exercise a majority of
the voting power of the Corporation shall constitute a quorum; provided that
any meeting duly called, whether a quorum is present or otherwise may, by vote
of the holders of a majority of the voting shares represented thereat, adjourn
from time to time, in which case no further notice of the adjourned meeting
need be given.
DIRECTORS
Section 6. Number.
The number of directors shall not be less than three unless the number of
shareholders shall be less than three, in which case the number of directors
shall be not less than the number of shareholders. The number of directors may
be determined by the vote of the holders of a majority of the shares entitled
to vote thereon at any annual meeting or special meeting called for the purpose
of electing directors, and when so fixed, such number shall continue to be the
authorized number of directors until changed by the shareholders by vote as
aforesaid.
Section 7. Election of Directors.
At each meeting of the shareholders for the election of directors, the
persons receiving the greatest number of votes shall be the directors. Such
elections shall be by ballot whenever requested by any person entitled to vote
at such meeting; but unless so requested, such election may be conducted in any
way approved at such meeting.
Section 8. Term of Office.
Directors shall hold office until the annual meeting of the shareholders
next following their election and until their respective successors are
elected, or until their earlier resignation, death or removal from office.
Section 9. Vacancies.
Whenever any vacancy shall occur among the directors, the remaining
directors shall constitute the directors of the Corporation until such vacancy
is filled or until the number of directors is changed as in Section 6 hereof.
Except in cases where a director is removed as provided by law and his
successor is elected by the shareholders, the remaining directors may, by a
vote of a majority of their number, fill any vacancy for the unexpired term.
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Section 10. Quorum and Adjournments.
A majority of the directors in office at the time shall constitute a
quorum, provided that any meeting duly called, whether a quorum is present or
otherwise, may, by vote of a majority of the directors present, adjourn from
time to time and place to place within or without the State of Ohio, in which
case no further notice of the adjourned meeting need be given. At any meeting
at which a quorum is present, all questions and business shall be determined by
the affirmative vote of not less than a majority of the directors present,
except as is otherwise authorized by Section 1701.60(A) of the Ohio Revised
Code.
Section 11. Organization Meeting.
Immediately after each annual meeting of the shareholders at which
directors are elected, or each special meeting held in lieu thereof, the newly
elected directors, if a quorum thereof is present, shall hold an organization
meeting at the same place or at such other time and place as may be fixed by
the shareholders at such meeting, for the purpose of electing officers and
transacting any other business. Notice of such meeting need not be given. If
for any reason such organization meeting is not held at such time, a special
meting for such purpose shall be held as soon thereafter as practicable.
Section 12. Regular Meetings.
Regular meetings of the directors may be held at such times and places
within or without the State of Ohio as may be provided for in by-laws or
resolutions adopted by the directors and upon such notice, if any, as shall be
so provided for.
Section 13. Special Meetings.
Special meetings of the directors may be held at any time within or
without the State of Ohio upon call by the President, or the Chief Executive
Officer, or by any two directors. Notice of each such meeting shall be given
to each director by letter or telegram or in person not less than forty-eight
(48) hours prior to such meeting. Any director may waive notice of any
meeting, and, by attendance at any meeting without protesting the lack of
proper notice, shall be deemed to have waived notice thereof. Unless otherwise
limited in the notice thereof, any business may be transacted at any
organization, regular or special meeting.
Section 14. Compensation.
The directors are authorized to fix a reasonable salary for directors or a
reasonable fee for attendance at any meeting of the directors, the Executive
Committee, or other committees elected under Section 18 hereof, or any
combination of salary and attendance fee. In addition to such compensation
provided for directors,
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they shall be reimbursed for any expenses incurred by them in traveling to and
from such meetings.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 15. Membership and Organization.
(a) The directors, at any time, may elect from their number an Executive
Committee which shall consist of not less than three members, each of whom
shall hold office during the pleasure of the directors and may be removed at
any time, with or without cause, by vote thereof.
(b) Vacancies occurring in the Committee may be filled by the directors.
(c) The Committee shall appoint one of its own number as Chairman who
shall preside at all meetings and may also appoint a Secretary (who need not be
a member of the Committee) who shall keep its records and who shall hold office
during the pleasure of the Committee.
Section 16. Meetings.
(a) Regular meetings of the Committee may be held without notice of the
time, place or objects and shall be held at such times and places within or
without the State of Ohio as the Committee may from time to time determine.
(b) Special meetings may be held upon notice of the time, place and
objects thereof at any place within or without the State of Ohio and until
otherwise ordered by the Committee shall be held at any time and place at the
call of the Chairman or any two members of the Committee.
(c) A majority of the members of the Committee shall be necessary for the
transaction of any business and at any regular or special meeting the Committee
may exercise any or all of its powers and any business which shall come before
any regular or special meeting may be transacted thereat, provided a majority
of the Committee is present, but in every case the affirmative vote of a
majority of all of the members of the Committee shall be necessary to any
action by it taken.
(d) Any authorized action by the Committee may be taken without a meeting
in a writing signed by all the members of the Committee.
Section 17. Powers.
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Except as its powers, duties and functions may be limited or prescribed by
the directors, during the intervals between the meetings of the directors, the
Committee shall possess and may exercise all the powers of the directors
provided that the Committee shall not be empowered to declare dividends, elect
or remove officers, or to fill vacancies among the directors or Executive
Committee. All actions of the Committee shall be reported to the directors at
their meeting next succeeding such action and shall be subject to revision or
alteration by the directors, provided that no rights of any third person shall
be affected thereby.
Section 18. Other Committees.
The directors may elect other committees from among the directors in
addition to or in lieu of an Executive Committee and give to them any of the
powers which under the foregoing provisions could be vested in an Executive
Committee. Sections 15 and 16 shall be applicable to such other committees.
OFFICERS
Section 19. Officers Designated.
The directors, at their organization meeting or at a special meeting held
in lieu thereof, shall elect a President, a Secretary, a Treasurer and, in
their discretion, a Chairman of the Board, one or more Vice Presidents, a
General Manager, an Assistant Secretary or Secretaries, an Assistant Treasurer
or Treasurers, and such other offices as the directors may see fit. The
Chairman of the Board shall be, and the other officers may, but need not be,
chosen from among the directors. Any two or more of such offices other than
that of President and Vice President, or Secretary and Assistant Secretary of
Treasurer and Assistant Treasurer, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity.
Section 20. Tenure of Office.
The officers of the Corporation shall hold office until the next
organization meeting of the directors and until their successors are chosen and
qualified, except in case of resignation, death or removal. The directors may
remove any officer at any time with or without cause by a majority vote of the
directors in office at the time. A vacancy, however created, in any office may
be filled by election by the directors.
Section 21. Chairman of the Board.
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The Chairman of the Board, if any, shall preside at meetings of the
directors and shall have such other powers and duties as may be prescribed by
the directors.
Section 22. President.
The President shall preside at all meetings of the shareholders, and in
the absence of the Chairman of the Board shall also preside at meetings of the
directors. The President shall be the Chief Executive Officer of the
Corporation unless otherwise determined by the directors, and shall have
general supervision over its property, business and affairs, and perform all
the duties usually incident to such office, subject to the directions of the
directors. Unless otherwise determined by the directors, he shall have
authority to represent the Corporation at meetings of the shareholders of other
corporations in which the corporation holds shares, and to execute on behalf of
the Corporation discretionary or restricted proxies. He may execute all
authorized deeds, mortgages, bonds, contracts and other obligations, in the
name of the Corporation, and shall have such other powers and duties as may be
prescribed by the directors.
Section 23. Vice President.
The Vice Presidents shall have such powers and duties as may be prescribed
by the directors or as may be delegated by the President or the Chief Executive
Officer. In case of the absence or disability of the President or when
circumstances prevent the President from acting, the Vice Presidents, in the
order designated by the directors, shall perform the duties of the President,
and in such case, the power of the Vice Presidents to execute all authorized
deeds, mortgages, bonds, contracts and other obligations, in the name of the
Corporation, shall be coordinate with like powers of the President. In case
the President and such Vice Presidents are absent or unable to perform their
duties, the directors may appoint a President pro tempore.
Section 24. General Manager.
The General Manager, if any, shall have such powers and duties as may be
prescribed by the directors.
Section 25. Secretary.
The Secretary shall attend and keep the minutes of all meetings of the
shareholders and of the directors. He shall keep such books as may be required
by the directors, shall have charge of the seal of the Corporation and shall
give all notices of meetings of shareholders and directors, provided however,
that any persons calling such meetings may, at their options, themselves give
such notice. He shall have such other powers and duties as may be prescribed
by the directors.
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Section 26. Treasurer.
The Treasurer shall receive and have in charge all money, bills, notes,
bonds, stocks in other corporations an similar property belonging to the
Corporation and shall do with the same as shall be ordered by the directors.
He shall keep accurate financial accounts, and hold the same open for
inspection and examination of the directors. On the expiration of his term of
office, he shall turn over to his successor, or the directors, all property,
books, papers and money of the Corporation in his hands. He shall have such
other powers and duties as may be prescribed by the directors.
Section 27. Other Officers.
The Assistant Secretaries, Assistant Treasurers, if any, and the other
officers, if any, shall have such powers an duties as the directors may
prescribe.
Section 28. Delegation of Duties.
The directors are authorized to delegate the duties of any officers to any
other officer and generally to control the action of the officers and to
require the performance of duties in addition to those mentioned herein.
Section 29. Compensation.
The directors are authorized to determine or to provide the method of
determining the compensation of all officers.
Section 30. Bond.
Any officer or employee, if required by the directors, shall give bond in
such sum and with such security as the directors may require for the faithful
performance of his duties.
Section 31. Signing Checks and Other Instruments.
The directors are authorized to determine or provide the method of
determining how checks, notes, bills or exchange and similar instruments shall
be signed, countersigned or endorsed.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 32. Indemnification.
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(a) The Corporation shall indemnify any director or officer or any former
director of officer of the Corporation or any person who is or has served at
the request of the Corporation as a director, officer, or trustee of another
corporation, 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, other than an action by or in the right of the
corporation, to which he was, is, or is threatened to be made a party by reason
of the fact that he is or was such director, officer, or trustee, provided it
is determined in the manner set forth in paragraph (c) of this section that he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and that, with respect to any
criminal action or proceeding, he had no reasonable cause to believe his
conduct was unlawful.
(b) In the case of any threatened, pending or completed action or suit by
or in the right of the Corporation, the Corporation shall indemnify each person
indicated in paragraph (a) of this section against expenses, including
attorneys' fees, actually and reasonably incurred in connection with the
defense or settlement thereof, provided it is determined in the manner set
forth in paragraph (c) of this section that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the court of common pleas or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court of common pleas or such other court
shall deem proper.
(c) The determinations referred to in paragraphs (a) and (b) of this
section shall be made (1) by a majority vote of a quorum consisting of
directors of the Corporation who were not and are not parties to or threatened
with any such action, suit or proceeding, or (2) if such a quorum is not
obtainable or if a majority vote of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the Corporation, or any person to
be indemnified, within the past five years, or (3) by the shareholders, or (4)
by the court of common pleas or the court in which such action, suit or
proceeding was brought.
(d) Expenses, including attorneys' fees, incurred in defending any action,
suit, or proceeding referred to in paragraphs (a) and (b) of this section, may
be paid by the Corporation in advance of the final disposition of such action,
suit, or proceeding as authorized by the directors in the specific case upon
receipt of an
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undertaking by or on behalf of the director, officer, or trustee to repay such
amount, unless it shall ultimately be determined that he is entitled to be
indemnified by the Corporation as authorized in this section.
(e) The indemnification provided by this section shall not be deemed
exclusive (1) of any other rights to which those seeking indemnification may be
entitled under the articles, the regulations, any agreement, any insurance
purchase by the Corporation, 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, or of (2) the power of the
Corporation to indemnify any person who is or was an employee or agent of the
Corporation or of another corporation, joint venture, trust or other enterprise
which he is serving or has served at the request of the Corporation, to the
same extent and in the same situation and subject to the same determinations as
are hereinabove set forth with respect to a director, officer, or trustee. As
used in this paragraph (e) references to the "Corporation" include all
constituent corporations in a consolidation or merger in which the Corporation
or a predecessor to the Corporation by consolidation or merger was involved.
The indemnification provided by this section shall continue as to a person who
has ceased to be a director, officer, or trustee and shall inure to the benefit
of the heirs, executors, and administrators of such a person.
CORPORATE SEAL
Section 33.
The corporate seal of the Corporation shall be circular in form and shall
contain the name of the Corporation.
PROVISIONS IN ARTICLES OF INCORPORATION
Section 34.
These Regulations are to all times subject to the provisions of the
Articles of Incorporation of the Corporation (including in such term whenever
used in these Regulations, amendments thereto).
RESTRICTIONS ON TRANSFER OF SHARES
Section 35.
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(a) The Corporation reserves the right to refuse to transfer any shares on
its records unless and until it receives a satisfactory opinion letter from an
attorney for the transferee of such shares that such transfer will not violate
the Securities Act of 1933, as amended, or the Regulations thereunder, the Ohio
Securities Act or the Regulations thereunder, or any other applicable law or
regulations.
(b) It is the policy of the Corporation that so far as practicable the
holders of is shares shall be persons actively interested in the business of
the Corporation. In furtherance of such policy, transfers of all shares of the
Corporation are subject to the following restrictions, under which the
Corporation, in the events and on the terms herein specified, shall have an
irrevocable option to purchase such shares (which right of purchase includes in
each case, without specification thereof, the right to nominate a purchaser or
purchasers of any or all of such shares), all of which restrictions shall be
binding on the shares and the holders thereof from time to time.
(1) No holder of shares shall sell, assign, give, transfer, exchange or
otherwise dispose of any shares unless he shall first send by registered mail,
addressed to the Secretary of the Corporation at its principal office, written
notice of his intention so to do and stating the number of shares to be
disposed of and the name and address of the proposed transferee. Thereupon,
during the 120-day period from the date of receiving such notice, the
Corporation shall have an irrevocable option to purchase, at the price and on
the terms hereinafter set forth, any or all of the shares which are the subject
of said notice.
(2) In the event of appointment of a guardian pursuant to legal
adjudication of mental incompetency or appointment of a trustee in bankruptcy,
of any holder of shares, or the sale of any shares upon execution, or in
judicial proceedings, or pursuant to foreclosure of a pledge thereof, or any
transfer of shares by operation of law, then during the 120-day period from the
date of such event, or, in the event of death of a holder of shares, then
during the 120-day period from the date of appointment of his executor or
administrator, the Corporation shall have an irrevocable option to purchase, at
the price and on the terms hereinafter set forth, any or all of such shares.
(3) With respect to any particular option to purchase shares, the Board of
Directors shall have the power to determine, at any time during the applicable
option period, that the Corporation will not exercise said option with respect
to any or all of the shares involved, in which case it shall give notice to
that effect in writing to the holder of such shares (such notice to address as
it appears in the records of the Corporation). Upon giving of such notice, or
upon the expiration of the applicable option period, whichever shall first
occur, said shares shall be released from that particular option, and any or
all of said shares may be sold or otherwise transferred free from that
particular option, but only within a period of one year from and after the
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giving of such notice or the expiration of such applicable option period, as
the case may be; except that in the case of an option arising under (1) above,
such sale or transfer may be made only to the particular transferee named in
the notice provided for in the said subparagraph. Upon such sale or transfer
in accordance herewith (or at the end of such one-year period as to any shares
not sold or transferred), such shares shall again become subject to the option
provisions set forth in this section. Notwithstanding the foregoing
provisions, the occurrence, during any option period or during any such
one-year period, of any other event specified in this section as an event
giving rise to an option, shall give rise to a new option in accordance
herewith.
(4) Upon the exercise of any option hereinabove provided for, the purchase
price of the shares involved shall be paid by the purchaser upon such
reasonable terms and at such times as the parties shall determine; provided,
that, if the parties do not otherwise agree, such purchase shall be made for
cash at the principal office of the Corporation at such time and on such date
prior to the expiration of the option period as shall be fixed in a written
notice from the purchaser to the holder of the shares stating that the option
is being exercised and the number of shares to be purchased. Such notice shall
be accompanied by a certified copy of the resolution of the Board of Directors
of the Corporation authorizing the exercise of said option on behalf of the
Corporation or nominating a purchase or purchasers of such shares. At the time
and place specified in such notice, the holder of the shares involved shall
surrender the certificate therefor to the purchasers, duly endorsed. From and
after the date so specified, unless the purchaser shall be in default in
respect of payment of the purchase price upon surrender of such certificate,
all rights of the holder of such shares by reason of the ownership thereof
shall cease and such holder shall have no interest in or claim against the
Corporation with respect to said shares except only the right to receive from
the purchaser the purchase price thereof upon surrender of the certificate
therefor.
(5) For the purpose of the option rights hereinabove provided for, the
option price to be paid for the shares involved shall be the book value
thereof, determined as of the end of the month preceding the month in which the
120-day option period in question begins. Book value shall be determined in
accordance with, and shall have the meaning given to it under generally
accepted accounting practice but shall, in any event, be determined in a manner
consistent with the method employed by the Corporation in keeping its books and
accounts, excluding from assets any value for goodwill or other like
Intangibles. In the event of dispute, the book values determined by the
Corporation's independent auditors and certified in writing to the Corporation
and to the holder of the shares involved shall be final and binding upon all
persons concerned.
(6) The Corporation shall decline to make any transfer of shares on its
records and until there shall have been compliance with the foregoing
applicable requirements.
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AMENDMENTS
Section 36.
These Regulations may be altered, changed or amended in any respect or
superseded by new Regulations in whole or in part, by the affirmative vote of
the holders of record of shares entitling them to exercise a majority of the
voting power of the Corporation at an annual or special meeting called for such
purpose or without a meeting by the written consent of the holders of record of
share entitling them to exercise two-thirds of the voting power with respect
thereto. In case of adoption of any Regulation or amendment by such written
consent, the Secretary shall enter the same in the corporate records and mail a
copy thereof to each shareholder who would have been entitled to vote thereon
and did not participate in the adoption thereof.
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