EXHIBIT 3.41
ACTION OF SOLE SHAREHOLDER
WITHOUT A MEETING
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Hillsdale Tool & Manufacturing Co., being the sole shareholder of
Carpenter Enterprises Limited, a Michigan corporation ("the Corporation"),
hereby amends and restates the Bylaws of the Corporation to provide as follows:
BYLAWS
ARTICLE 1
STOCK
SECTION 1. CERTIFICATES OF SHARES. The Certificates for shares of the
Capital Stock of the Corporation shall be in such form, not inconsistent with
the Articles of Incorporation of the Corporation, as shall be prepared or be
approved by the Board of Directors. The Certificates shall be signed by the
President or Vice President, and also by the Secretary.
SECTION 2 TRANSFER OF SHARES. Shares of the Capital Stock of the
Corporation shall be transferred by endorsement of the certificate representing
said shares by the registered holder thereof or his attorney and surrender of
the certificate to the Secretary for cancellation. Whereupon the Secretary shall
issue to the transferee or transferees, as specified by the endorsement upon the
surrendered certificate, a new certificate for a like number of shares.
Transfers shall only be made upon the books of the Corporation upon said
surrender and cancellation. Transfers shall entitle the transferee to all the
privileges, rights and interests of a shareholder of the Corporation.
SECTION 3. CLOSING THE STOCK BOOKS. The stock books shall be closed for
the meeting of the shareholders, and for the payment of dividends during such
period, not more than forty days nor less than ten days before the date of the
shareholders' meeting, as from time to time may be determined by the Board of
Directors, and during such period no stock shall be transferred upon said books.
SECTION 4. LOST CERTIFICATES. In case of the loss of any certificate of
shares of stock, upon affidavit by the registered holder or his representative
of such loss, and subject to any additional requirement of the Board of
Directors, the Secretary shall issue a duplicate certificate in its place, upon
the Corporation's being fully indemnified therefor.
SECTION 5. DIVIDENDS. The Board of Directors, in its discretion from
time to time, may declare dividends upon the Capital Stock from the surplus and
net profits of the Corporation.
SECTION 6. FISCAL YEAR. The fiscal year of the Corporation shall end on
the
30th day of November in each year.
SECTION 7. CORPORATE SEAL. The Corporation shall have no seal unless
and until the Board of Directors adopts a seal in such form as the Board may
designate or approve.
ARTICLE 2
SHAREHOLDERS' MEETING
SECTION 1. TIME, PLACE AND PURPOSE. Meetings of the shareholders of the
Corporation shall be held annually at the registered office of the Corporation
at 10:00 a.m. on the third (3rd) Tuesday of August of each year, if not a legal
holiday, and if a legal holiday, then on the day following, for the purpose of
electing directors, and for the transaction of such other business as may be
brought before the meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders may
be called by the President and Secretary, and shall be called by either of them
at the request in writing or by vote of a majority of the Board of Directors, or
at the request in writing by shareholders of record owning a majority in amount
of the entire Capital Stock of the Corporation issued and outstanding.
SECTION 3. NOTICE. Written notice of any shareholders' meeting shall be
mailed to each shareholder at his last known address, as the same appears on the
stock books of the Corporation, or otherwise, at least ten days prior to any
meeting. Any notice of a special meeting shall indicate briefly the object or
objects thereof. If all the shareholders waive notice of the meeting, no notice
of the same shall be required; and whenever all the shareholders shall meet in
person or by proxy, such meeting shall be valid for all purposes, without call
or notice, and at such meeting any corporate action shall not be invalid for
want of notice.
SECTION 4. QUORUM. At any meeting of the shareholders, the holders of
sixty percent of all the voting shares of the Capital Stock of the Corporation
issued and outstanding, present in person or represented by proxy, shall
constitute a quorum. Meetings at which less than a quorum is represented may,
however, be adjourned from time to time to a future date by those who attend,
without further notice other than the announcement at such meeting; and when a
quorum shall be present upon any such adjourned day, any business may be
transacted which might have been transacted at the meeting as originally called.
SECTION 5. VOTING. Each shareholder shall be entitled to one vote for
each share of voting stock standing registered in his or her name on the stock
books of the Corporation. in person or by proxy duly appointed in writing and
filed with the Secretary of the meeting, on all questions and elections. No
proxy shall be voted after three years from its date unless said proxy provides
for a longer period.
SECTION 6. ORGANIZATION. The President shall call meetings of the
shareholders to order and shall act as Chairman of such meetings, unless
otherwise determined by the holders of a majority of all the shares of the
Capital Stock issued and outstanding, present in person or by proxy. The
Secretary of the Corporation shall act as Secretary of all meetings of the
Corporation; but in the absence of the Secretary at any meeting of the
shareholders or his inability
to act as Secretary, the presiding officer may appoint any person to act as
Secretary of the meeting.
SECTION 7. INSPECTORS. Whenever any shareholder present at a meeting of
shareholders shall request the appointment of inspectors, a majority of the
shareholders present at such meeting and entitled to vote thereat shall appoint
inspectors who need not be shareholders. If the right of any person to vote at
such meeting shall be challenged, the inspectors of election shall determine
such right. The inspectors shall receive and count the votes either upon an
election or for the decision of any question and shall determine the result. A
writing by the inspectors certifying any vote shall be prima facie evidence
thereof.
SECTION 8. NEW SHAREHOLDERS. Every person becoming a shareholder in the
Corporation shall be deemed to assent to these Bylaws, and shall designate to
the Secretary the address to which he desires that the notice herein required to
be given may be sent; and all notices mailed to such addresses, with postage
prepaid, shall be considered as duly given at the date of mailing. Any person
failing to so designate his address shall be deemed to have waived notice of
such meeting.
SECTION 9. ACTION WITHOUT MEETING. Any action required or permitted to
be taken by the shareholders at any annual or special meeting may be taken by a
writing signed by all of the shareholders indicating their unanimous consent.
ARTICLE 3
DIRECTORS
SECTION 1. DUTIES, NUMBER, CLASSIFICATION AND TERM OF OFFICE. The
business and the property of the Corporation shall be managed and controlled by
the Board of Directors. The number of Directors shall consist of one or more
members, but such number may be changed from time to time by action of the
shareholders. Directors shall hold office for a term of one year and until their
successors are elected and qualified, or until their resignation or removal.
SECTION 2. PLACE OF MEETING. The Directors may hold their meetings in
such place or places within or without this State as a majority of the Board of
Directors may from time to time determine.
SECTION 3. MEETINGS. Meetings of the Board of Directors may be called
at any time by the President or Secretary, or by a majority of the Board of
Directors. Directors shall be notified in writing, personally or by telephone of
the time, place and purpose of all meetings of the Board at least three days
prior to the meeting, except the regular meeting held immediately after the
annual meeting of shareholders. Any Director shall, however, be deemed to have
waived such notice by his attendance at any meeting.
SECTION 4. QUORUM. A majority of the Board of Directors shall
constitute a quorum for the transaction of business; and if at any meeting of
the Board of Directors there be less than a quorum present, a majority of those
present may adjourn the meeting from time to time.
SECTION 5. VACANCIES. Vacancies in the Board of Directors shall be
filled
by the remaining members of the Board. A Director so elected to fill any vacancy
shall be a director until his successor is elected by the shareholders, who may
make such election at the next annual meeting of the stockholders or at any
special meeting duly called for that purpose.
SECTION 6. COMPENSATION. No Director shall receive any salary or
compensation for his services as Director, unless otherwise especially ordered
by the Board of Directors or by Bylaw.
SECTION 7. ACTION WITHOUT MEETING. Any action required or permitted to
be taken by the Board of Directors at any regular, annual, or special meeting
may be taken by the Directors by a writing signed by all of the Directors
indicating their unanimous consent.
ARTICLE 4
OFFICERS
SECTION 1. The Board of Directors shall select a President, a Secretary
and a Treasurer and may select one or more Vice-Presidents, Assistant
Secretaries and Assistant Treasurers, who shall be elected by the Board of
Directors at their regular meeting held immediately after the adjournment of the
regular annual shareholders' meeting. The term of office shall be for one year
and/or until their successors are chosen. No one of such officers need be a
director. Any two of the above offices, except those of President and
Vice-President, may be held by the same person, but no officer shall execute,
acknowledge, or verify any instrument in more than one capacity. The Board of
Directors may fix the salaries of the officers of the Corporation.
SECTION 2. The Board of Directors may also appoint such other officers
and agents as it may deem necessary for the transaction of the business of the
Corporation. All officers and agents shall respectively have such authority and
perform such duties in the management of the property and affairs of the
Corporation as may be designated by the Board of Directors. Any officer or agent
may be removed, or any vacancies filled, by the Board of Directors whenever in
its judgment the business interests of the Corporation will be served thereby.
SECTION 3. The Board of Directors may secure the fidelity of any or all
of such officers by bond or otherwise.
ARTICLE 5
DUTIES OF OFFICERS
SECTION 1. PRESIDENT. The President shall be the chief executive
officer of the Corporation, and in the recess of the Board of Directors shall
have the general control and management of its business and affairs, subject,
however, to the right of the Board of Directors to delegate any specific power
to any other officer or officers of the Corporation, except such as may be by
statute exclusively conferred upon the President.
SECTION 2. VICE-PRESIDENT. In case the office of President shall become
vacant by death, resignation, or otherwise, or in case of the absence of the
President, or his disability to discharge the duties of his office, such duties
shall, for the time being, devolve upon
the Vice-President designated by the Board, who shall do and perform such other
acts as the Board of Directors may, from time to time, authorize him to do.
SECTION 3. TREASURER. The Treasurer shall have custody and keep account
of all money, funds and property of the Corporation, unless otherwise determined
by the Board of Directors, and he shall render such accounts and present such
statements to the Directors and President as may be required of him. He shall
deposit all funds of the Corporation which may come into his hands in such bank
or banks as the Board of Directors may designate. He shall keep all bank
accounts in the name of the Corporation and shall exhibit his books and
accounts, at all reasonable times, to any Director of the Corporation upon
application at the office of the Corporation during business hours. He shall pay
out money as the business may require upon the order of the properly constituted
officer or officers of the Corporation, taking proper vouchers therefor;
provided, however, that the Board of Directors shall have the power by
resolution to delegate any of the duties of the Treasurer to other officers, and
to provide by what officers, if any, all bills, notes, checks, vouchers, orders
or other instruments shall be countersigned. He shall perform, in addition, such
other duties as may be delegated to him by the Board of Directors.
SECTION 4. SECRETARY. The Secretary of the Corporation shall keep the
minutes of all the meetings of the shareholders and Board of Directors in books
provided for that purpose. He shall attend to the giving and receiving of all
notices of the Corporation. He shall have charge of the stock books and such
other books and records as the Board of Directors may direct, all of which,
shall at all reasonable times be open to the examination of any Director upon
application at the office of Secretary. He shall perform, in addition, such
other duties as may be delegated to him by the Board of Directors.
ARTICLE 6
NOTICE
NOTICE. Any notice required by statute or by these Bylaws to be given
to the shareholders, to directors, or to any officer of the Corporation, shall
be deemed to be sufficiently given by depositing the same in a post office box,
in a sealed, post-paid wrapper, addressed to such shareholder, director, or
officer at his last known address, and such notice shall be deemed to have been
given at the time of such mailing.
ARTICLE 7
AMENDMENTS
The shareholders or the Board of Directors may alter, amend, add to or
repeal these Bylaws by majority vote, or by a writing signed
by all of the shareholders or all of the directors indicating their unanimous
consent, including the fixing and altering of the Board of Directors; provided
that the Board of Directors shall not make or alter any Bylaws fixing their
qualifications, classification, or term of office.
IN WITNESS WHEREOF, Hillsdale Tool & Manufacturing Co. has caused this
Action of Sole Shareholder Without a Meeting to be executed by a duly authorized
officer this 16th day of November, 2001.
HILLSDALE TOOL & MANUFACTURING CO.
By /s/ David G. Krall
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David G. Krall,
Vice President and Secretary