INDUSTRIAL TECTONICS BEARINGS CORPORATION
BYLAWS
Exhibit B
CONFIDENTIAL
BY-LAWS OF
ITI ACQUISITION, INC.
ARTICLE I
OFFICES
1.1. The registered office of the Corporation shall be in
Wilmington, Delaware.
1.2. The Corporation may also have offices at such other places
within and without the State of Delaware as the board of directors may from time
to time determine or as the business of the Corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
2.1. Meetings of stockholders shall be held at such place, within or
without the State of Delaware, as shall be designated from time to time by the
board of directors.
2.2. Annual meetings of stockholders shall, unless otherwise
provided by the board of directors, be held on June 1 in each year if not a
legal holiday, and if a legal holiday, then on the next full business day
following, at 10:00 a.m., at which they shall elect a board of directors and
transact such other business as may properly be brought before the meeting.
2.3. Written notice of the annual meeting, stating the place, date
and hour thereof, shall be given to each stockholder entitled to vote thereat
not less than ten nor more than sixty days before the date of the meeting.
2.4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order with the address of and the number of
voting shares registered in the name of each stockholder. Such list shall be
open for ten days prior to any meeting of stockholders for the purpose of
examination by any stockholder, for any purpose germane to the meeting, during
ordinary business hours, either at a place within the city where the meeting is
to be held, which place shall be specified in the notice of meeting, or if not
specified, at the place where the meeting is to be held, and shall be produced
and kept at the time and place of the meeting during the entire meeting, and may
be inspected by any stockholder who is present.
2.5. Special meetings of stockholders may be called by the board of
directors, by the chairman, by the president or by stockholders owning a
majority in amount of the entire capital stock of the Corporation issued and
outstanding and entitled to vote.
2.6. Written notice of a special meeting of stockholders, stating
the place, date, hour and purpose thereof, shall be given by the secretary to
each stockholder entitled to vote thereat not less than ten nor more than sixty
days before the date fixed for the meeting. Such notice shall state the purpose
or purposes of the proposed meeting.
2.7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
2.8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of stockholders, the stockholders entitled to vote thereat, present
in person or represented by proxy, shall have the power to adjourn the meeting
from time to time without notice other than by announcement at the meeting if
the adjournment is not for more than thirty days and a new record date is not
fixed for the adjourned meeting, until a quorum shall be present or represented.
If a quorum shall be present or represented at such adjourned meeting any
business may be transacted which might have been transacted at the original
meeting.
2.9. When a quorum is present at any meeting, the affirmative vote
of a majority of the votes cast shall decide any question brought before that
meeting, unless the question is one upon which by express provision of the
statutes of the State of Delaware or of the Certificate of Incorporation a
different vote is required, in which case such express provision shall govern
and control the decision of such question.
2.10. Each stockholder shall at every meeting of stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
Two inspectors of election may be appointed by the board of directors, or if not
so appointed then by the presiding officer of the meeting. If inspectors of
election are appointed, all
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questions regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by such inspectors of
election.
2.11. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken for or in connection with any corporate action
by any provisions of the statutes of the State of Delaware, the meeting and vote
of stockholders may be dispensed with if all of the stockholders who would have
been entitled to vote or less than all but not less than the holders of a
majority of the stock entitled to vote, upon the action if such meeting were
held shall consent in writing to such corporate action being taken; provided
that the written consent shall be signed by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted, and provided that prompt notice must be given to
all stockholders of the taking of corporate action without a meeting and by less
than unanimous written consent.
2.12. In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or 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 stock 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 prior to any such
action. A determination of stockholders 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.
ARTICLE III
DIRECTORS
3.1. The number of directors which shall constitute the whole board
of directors of the Corporation shall be one. By amendment of this By-Law the
number of directors may be increased or decreased from time to time by the board
of directors or the stockholders within the limits permitted by law, but no
decrease in the number of directors shall change the term of any director in
office at the time of such decrease. The directors shall be elected at the
annual meeting of stockholders, except as provided in Section 3.2 of this
Article, and 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
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written notice to the Corporation. Any director or the entire board of directors
may be removed, with or without cause, at any time by the holders of a majority
of the shares then entitled to vote at an election of directors, and any vacancy
in the board of directors caused by such removal may be filled by the
stockholders at the time of such removal. Directors need not be stockholders.
3.2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, and each of the
directors so chosen shall hold office until the next annual election and until
his successor is elected and qualified or until his earlier resignation or
removal.
3.3. The business and affairs of the Corporation shall be managed by
or under the direction of its board of directors which shall exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute, the Certificate of Incorporation or these By-laws directed or required
to be exercised or done by the stockholders.
3.4. The first meeting of each newly elected board of directors
shall be held immediately following the adjournment of the annual meeting of
stockholders and at the same place as such meeting of stockholders. No notice to
the directors of such meeting shall be necessary in order legally to constitute
the meeting, provided a quorum shall be present. In the event such meeting is
not so held, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors.
3.5. The board of directors of the Corporation or any committee
thereof may hold meetings, both regular and special, either within or without
the State of Delaware. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board of directors. Special meetings of the board of directors
may be called by the chairman or the president, and the president or the
secretary shall call a special meeting on the request of any two directors. If
given personally, by telephone or by telegram, the notice shall be given at
least the day prior to the meeting. Notice may be given by mail if it is mailed
at least three days before the meeting. The notice need not specify the business
to be transacted. In the event of an emergency which in the judgment of the
chairman or the president requires immediate action, a special meeting may be
convened without notice, consisting of those directors who are immediately
available in person or by telephone and can be joined in the meeting in person
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or by conference telephone. The actions taken at such a meeting shall be valid
if at least a quorum of the directors participates either personally or by
conference telephone.
3.6. At meetings of the board of directors, two-thirds of the
directors at the time in office shall constitute a quorum for the transaction of
business, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the board of directors. If a quorum
shall not be present at any meeting of the board of directors, the directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
3.7. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees of the board of directors,
each committee to consist of two or more of the directors of the Corporation,
which, to the extent provided in the resolution, shall have and may exercise the
powers of the board of directors in the management of the business and affairs
of the Corporation and may authorize the seal of the Corporation to be affixed
to all papers which may require it; but no such committee shall have the power
or authority to amend the Certificate of Incorporation, adopt an agreement of
merger or consolidation, recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and assets,
recommend to the stockholders a dissolution of the Corporation or a revocation
of a dissolution, designate any committee of the board of directors, elect any
new directors to the board or to any committee of the board, declare a dividend,
authorize the issuance of stock, or amend the By-Laws of the Corporation. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors. At meetings of any
such committee, a majority of the members or alternate members of such committee
shall constitute a quorum for the transaction of business, and the act of a
majority of members or alternate members present at any meeting at which there
is a quorum shall be the act of the committee.
3.8. The board of directors and the committees thereof shall keep
regular minutes of their proceedings.
3.9. Any action required or permitted to be taken at any meeting of
the board of directors or of any committee thereof may be taken without a
meeting if a written consent thereto is signed by all members of the board or of
such committees, as the case may be, and such written consent is filed with the
minutes of proceedings of the board or committee.
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3.10. The members of the board of directors or any committee thereof
may participate in a meeting of such board or committee by means or conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall
constitute presence in person at such meeting.
3.11. The directors may be paid their expenses of attendance at each
meeting of the board of directors and may be paid a fixed sum for attendance at
each meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed similar reimbursement and compensation for attending
committee meetings.
ARTICLE IV
OFFICERS
4.1. The officers of the Corporation shall be chosen by the board of
directors at its first meeting after each annual meeting of stockholders and
shall be a chairman, a president, a secretary and a treasurer. The board of
directors may also choose such vice presidents and additional officers or
assistant officers as it may deem advisable. Any number of offices may be held
by the same person.
4.2. The board of directors may appoint such other officers and
agents as it desires who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined form time to
time by the board.
4.3. The officers of the Corporation shall hold office at the
pleasure of the board of directors. Each officer shall hold his office until his
successor is elected and qualified or until his earlier resignation or removal.
Any officer may resign at any time on written notice to the Corporation. Any
officer elected or appointed by the board of directors may be removed at any
time with or without cause by the board of directors. Any vacancy occurring in
any office of the Corporation by death, resignation, removal or otherwise shall
be filled by the board of directors.
4.4. The chairman shall be the chief executive officer of the
Corporation, shall preside at all meetings of stockholders and of the board of
directors, and shall have overall authority over the management of the business
of the Corporation.
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4.5. The president shall be the chief operating officer of the
Corporation, shall have general and active management of the business of the
Corporation and shall see that all orders and resolutions of the board of
directors are carried into effect. In the absence or disability of the chairman,
the president shall preside at all meetings of stockholders and of the board of
directors. He shall execute on behalf of the Corporation and may affix the seal
or cause the seal to be affixed to all instruments requiring such execution
except to the extent the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the
Corporation.
4.6. The vice presidents shall act under the direction of the
chairman and the president and in the absence or disability of the president
shall perform the duties and exercise the powers of the president. They shall
perform such other duties and have such other powers as the president or the
board of directors may from time to time prescribe. The board of directors may
specify the order of seniority of the vice presidents and in that event the
duties and powers of the president shall descend to the vice presidents in the
specified order of seniority. The board of directors may designate one or more
vice presidents with particular titles, for example "executive vice president",
"senior vice president", "vice president operations" or "vice president -
sales".
4.7. The secretary shall act under the direction of the chairman and
the president. Subject to the direction of the chairman and the president, he
shall attend all meetings of the board of directors and all meetings of
stockholders and record the proceedings in books to be kept for that purpose and
shall perform like duties for the committees designated by the board of
directors when required. He shall give or cause to be given notice of all
meetings of stockholders and special meetings of the board of directors and
shall perform such other duties as may be prescribed by the chairman, the
president or the board of directors. He shall keep in safe custody the seal of
the Corporation and cause it to be affixed to any instrument requiring it.
4.8. The assistant secretaries in the order of their seniority,
unless otherwise determined by the chairman, the president or the board of
directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary. They shall perform such other
duties and have such other powers as the chairman, the president or the board of
directors may from time to time prescribe.
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4.9. The treasurer shall act under the direction of the chairman and
the president. Subject to the direction of the chairman and the president he
shall have the 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 deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the board of directors. He shall disburse the funds of the Corporation as may
be ordered by the chairman, the president or the board of directors, taking
proper vouchers for such disbursements, and shall render to the chairman, the
president and the board of directors, at its regular meetings, or when the board
of directors so requires, an account of all his transactions as treasurer and of
the financial condition of the Corporation.
4.10. The assistant treasurers in the order of their seniority,
unless otherwise determined by the chairman, the president or the board of
directors, shall in the absence or disability of the treasurer, perform the
duties and exercise the powers of the treasurer. They shall perform such other
duties and have such other powers as the chairman, the president or the board of
directors may from time to time prescribe.
ARTICLE V
CERTIFICATES OF STOCK
5.1. Every holder of stock in the Corporation shall be entitled to
have a certificate, signed by, or in the name of the Corporation by, the
chairman or the president or a vice president and by the treasurer or an
assistant treasurer or the secretary or an assistant secretary of the
Corporation, certifying the number of shares owned by him in the Corporation.
5.2. Any or all of the signatures on a certificate may be a
facsimile. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall cease to be such officer before such
certificate is issued, it may be issued with the same effect as if he were such
officer at the date of issue. The seal of the Corporation or a facsimile thereof
may, but need not, be affixed to certificates of stock.
5.3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates previously
issued by the Corporation and alleged to have been lost, stolen or destroyed, on
the making of any affidavit of that fact by the person claiming the certificate
or certificates were lost, stolen or destroyed. When authorizing such issue of a
new certificate or certificates, the
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board of directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate or
certificates alleged to have been lost, stolen or destroyed.
5.4. Upon surrender to the Corporation or a transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation, if it is satisfied that all provisions of the
Certificate of Incorporation, the By-Laws and the law regarding the transfer of
shares have been duly complied with, to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction on the
books of the Corporation.
5.5. The Corporation shall be entitled to recognize the person
registered on its books as the owner of shares to be the exclusive owner for all
purposes including voting and dividends, and the Corporation shall not be bound
to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Delaware.
ARTICLE VI
MISCELLANEOUS
6.1. Notices to directors and stockholders mailed to them at their
addresses appearing on the books of the Corporation shall be deemed to be given
at the time when deposited in the United States mail. Whenever any notice is
required to be given under the provisions of the statutes of the State of
Delaware, the Certificate of Incorporation or these By-Laws, waiver thereof in
writing, signed by the person or persons entitled to that notice, whether before
or after the time stated therein, shall be deemed the equivalent of notice.
6.2. Attendance of a director or stockholder at a meeting shall
constitute a waiver of notice of such meeting except when the director or
stockholder attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction or any business because the meeting
is not lawfully called or convened.
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6.3. There may be set aside out of any funds of the Corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for the purchase or lease of additional
property, or for such other purposes as the directors shall think conducive to
the interests of the Corporation, and the directors may modify or abolish any
such reserve.
6.4. In addition to any officers authorized in the By-Laws, all
checks or demands for money and notes of the Corporation, and all contracts,
certificates and other instruments of, by or on behalf of the Corporation shall
be signed by such officer or officers or such other person or persons as the
board of directors may from time to time designate by resolution.
6.5. The fiscal year of the Corporation shall be fixed by resolution
of the board of directors.
6.6. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed, affixed or in any other manner reproduced.
6.7. (a) Every person who was or is a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact he or a person
of whom he is the legal representative is or was a director or officer of the
Corporation, or is or was serving at the request of the Corporation or for its
benefit as director or officer of another corporation, or as the Corporation's
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
and pursuant to any procedure specified in the General Corporation Law of the
State of Delaware, as amended from time to time, against all expenses,
liabilities and losses (including attorneys' fees, judgments, fines and amounts
paid or to be paid in settlement) reasonably incurred or suffered by him in
connection therewith. Such right of indemnification shall be a contract right
which may be enforced in any manner desired by such person. Such right of
indemnification shall not be exclusive of any other right which such directors,
officers or representatives may have or hereafter acquire and, without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification under any by-law,
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agreement, vote of stockholders, provision of law or otherwise, as well as their
rights under this Article.
(b) The board of directors may cause the Corporation to
purchase and maintain insurance on behalf of any person who is or was a director
or officer of the Corporation, or is or was serving at the request of the
Corporation as a director or officer of another corporation, or as the
Corporation's representative in a partnership, joint venture, trust or other
enterprise against any liability asserted against such person and incurred in
any such capacity or arising out of such status, whether or not the Corporation
would have the power to indemnify such person.
6.8. These By-Laws may be amended by the stockholders at any annual
or special meeting of stockholders, provided notice of the intention to amend
shall have been contained in the notice of the meeting. The board of directors
by a majority vote of the whole board at any meeting may amend these By-Laws,
including By-Laws adopted by the stockholders, provided the stockholders may
from time to time specify particular provisions of the By-Laws which shall not
be amended by the board of directors.
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