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EXHIBIT 3.25
BY-LAWS
OF
WINFRED BERG LICENSCO INC.
(a Delaware Corporation)
SECTION I. NAME AND LOCATION
1.1 NAME. The name of this corporation shall be Winfred Berg
Licensco Inc.
1.2 REGISTERED OFFICE AND AGENT. Its registered office shall be
located at 1209 Orange Street, Wilmington, Delaware and its registered agent
shall be The Corporation Trust Company.
1.3 CHANGES. The name, registered office and registered agent may
be changed by the Directors from time to time, subject to the provisions of the
Delaware General Corporation Law (hereinafter referred to as the "Law").
1.4 PLACES OF BUSINESS. Places for the transaction of business
shall be located as the Directors may from time to time determine.
SECTION II. CORPORATE SEAL
The Corporation shall have a corporate seal of the following design:
WINFRED BERG LICENSCO INC.
DELAWARE
1988
SECTION III. FISCAL YEAR
The fiscal year of the corporation shall be from January 1 of each
year; except as from time to time otherwise provided by the Board of Directors.
[SEAL]
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SECTION IV. CAPITAL STOCK
4.1 AMOUNT. The amount of authorized capital stock of the
corporation, with or without par value, shall be as is set forth in the
Certificate of Incorporation, or as are hereafter set forth in amendments to the
Certificate of Incorporation.
4.2 DIVISION INTO CLASSES. If the capital stock is divided into
more than one class of stock, the description of such classes, including the
terms upon which they are created, and the voting rights of each shall be as are
set forth in the Certificate of Incorporation, or as are hereafter set forth in
amendments to the Certificate of Incorporation.
4.3 STOCK CERTIFICATES. Each Stockholder shall be entitled to a
certificate stating the number and the class and the designation of the series,
if any, of the shares held by him, in such form as shall, in conformity to law,
be prescribed from time to time by the Directors. Such certificate shall be
signed by the Chairman, the Vice-Chairman of the Board, the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary.
4.4 TRANSFER OF SHARES OF STOCK. Transfers of stock shall be made
only in the manner prescribed by the Law. Only persons registered on the books
of the corporation as the owners of shares and their personal representatives
shall be entitled to receive dividends and to vote as such owners; and
furthermore, the corporation, for the purposes of levying calls and assessments,
may treat such persons so registered on its books as the owners of the shares
registered in their names. Upon delivery and surrender to the corporation of a
stock certificate endorsed as by Law required to transfer title, or accompanied
by a written assignment or power of attorney to sell, assign or transfer the
same or the shares represented thereby, properly executed, the Secretary shall,
subject to any valid restrictions on transfer, register the transferee as the
owner of the shares so transferred.
4.5 RECORD DATE. The Board of Directors may in advance fix a date
not more than sixty (60) days nor less than ten (10) days preceding the date of
any meeting of stockholders nor more than sixty (60) days prior to the date for
the payment of any dividend or the making of any distribution to stockholders,
or the last day on which the consent or dissent of stockholders may be
effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such
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meeting, and any adjournment thereof, or the right to receive such dividend or
distribution or the right to give such consent or dissent. In such case, only
stockholders of record on such date shall have such right, notwithstanding any
transfer of stock on the books of the corporation after the record date.
4.6 LOSS OF CERTIFICATE. In the event of the loss, theft or
destruction of any certificate of stock issued by the corporation, the owner
thereof shall be entitled to have a new certificate or uncertificated shares for
the same number of shares of stock issued in lieu of said certificate so lost,
stolen or destroyed, upon satisfactory proof of ownership and upon the giving of
such bond or security to the corporation to indemnify it against any loss, cost,
damage or expense which may accrue to it by reason of the issue of said
certificate in lieu of the certificate so lost, stolen or destroyed, as the
Directors may deem necessary or convenient.
4.7 TRANSFER AGENT AND REGISTRAR. The Directors may from time to
time appoint one or more Transfer Agents and/or one or more Registrars for any
class or classes of stock; to provide that stock certificates shall not be valid
unless countersigned by any such Transfer Agent or Transfer Agents and/or
registered by such Registrar or Registrars; and to give such Transfer Agent or
Transfer Agents and/or such Registrar or Registrars such powers and authority as
may from time to time be deemed necessary or advisable.
4.8 RESTRICTION ON TRANSFER OF STOCK. The corporation shall have
the right in case any Stockholder desires to sell any stock of the corporation
to purchase said stock at the lowest price and upon the most lenient terms at
which such Stockholder is willing to sell the same before such stock may be sold
to any other party. No sale of any stock to any party other than the corporation
shall be valid unless such stock shall have first been so offered in writing to
the corporation and unless such offer shall have been rejected or shall not have
been acted upon by the corporation within thirty (30) days after such offer is
made. The Directors shall have the power to accept or reject such offer on
behalf of the corporation. Any Stockholder who shall have offered his stock for
sale to the corporation in accordance with the foregoing provisions may at any
time within sixty (60) days after the rejection of such offer by the
corporation, or if the corporation shall neither accept nor reject such offer,
then within ninety (90) days after such offer shall have been made to the
corporation, sell the stock so offered to the corporation to any other party but
not for a price lower nor
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upon more lenient terms than that at which such stock shall have been previously
offered to the corporation.
SECTION V. STOCKHOLDERS
5.1 VOTING AND PROXIES. Stockholders entitled to vote may vote
either in person or by written proxy at all meetings, provided that such proxies
are valid under the Law. Unless otherwise provided in the Certificate of
Incorporation, each Stockholder is entitled to one vote for each share of stock.
5.2 ANNUAL AND SPECIAL MEETINGS. The annual meetings of
Stockholders for the election of Directors and the transaction of such other
business as may come before the meeting shall be held at the registered office
of the corporation, at any place of business of the corporation, at the office
of BTR Inc., or at such other place within or without the State of Delaware as
the Directors may hereafter determine, on the first Tuesday of the month which
first commences after ninety (90) days from the end of the corporation's fiscal
year, except when such day shall be a legal holiday, in which case the annual
meeting shall be held on the next business day. The annual meeting may be held
on a different date, earlier or later, without amendment of this provision.
Special meetings of the Stockholders shall be called by the Directors or the
President. The officer who has charge of the stock ledger of a corporation shall
prepare and make, at least ten (10) days before every meeting of Stockholders, a
complete list of the Stockholders entitled to vote at the meeting in accordance
with the Law.
5.3 NOTICE AND WAIVER. Written notice of each meeting of
stockholders, stating the place, day and hour of the meeting and, in the case of
a special meeting, the purpose or purposes for which the meeting is called,
shall be given not less than ten (10) nor more than sixty (60) days prior to
each meeting, to each stockholder or record entitled to vote at such meeting by
leaving such notice with him personally or by transmitting such notice with
confirmed delivery (including by telex, cable or other form of recorded
communication, provided that delivery of such notice in written form is
confirmed in a writing) to his residence or usual place of business, or by
depositing such notice in the mails in a postage prepaid envelope addressed to
him at his post office address as it appears on the corporate records of the
Corporation. Notice of any meeting of stockholders may be waived in writing by
all stockholders entitled to vote at such meeting. Attendance at a meeting by
any stockholder shall constitute a waiver of notice of such meeting, except
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when the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
5.4 QUORUM. The holders of a majority of the stock entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of stockholders except as otherwise specially provided by these By-Laws, by the
Certificate of Incorporation or by statute. The affirmative vote, at a meeting
of stockholders duly held and at which a quorum is present, of a majority of the
voting power of the shares represented at such meeting which are entitled to
vote on the subject matter shall be the act of the stockholders, except as is
otherwise specially provided by a By-Law, by the Certificate of Incorporation or
by statute. If less than a majority of such outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice 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 (30) 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 stockholder of record entitled to vote at the meeting.
5.5 ACTION WITHOUT A MEETING. Any action required or permitted to
be taken at a meeting of Stockholders by these Bylaws, may be taken without a
meeting if all of the Stockholders entitled to vote thereon consent thereto in
writing. Any such action may be taken without a meeting upon the written consent
of less than all of the Stockholders entitled to vote thereon, if the
Stockholders who so consent would be entitled to cast at least the minimum
number of votes which would be required to take such action at a meeting at
which all Stockholders entitled to vote thereon are present and the action
pursuant to this section is authorized by the Certificate of Incorporation.
Whenever action is taken pursuant to this section, the written consents of the
Stockholders consenting thereto shall be filed with the minutes of the meetings
of the Stockholders. Prompt notice of the taking of corporate action without a
meeting by less than unanimous consent shall be given to those stockholders who
have not so consented.
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SECTION VI. BOARD OF DIRECTORS
6.1 NUMBER. The property, business and affairs of the corporation
shall be managed by a Board of Directors, composed of such number as may from
time to time be fixed by the Stockholders, except that there shall never be less
than three Directors (unless all the shares of stock in the corporation are
owned beneficially and of record by less than three Directors but no less than
the number of Stockholders). A Director need not be a Stockholder or a resident
of the State of Delaware.
6.2 ELECTION. Members of the initial Board of Directors as elected
at the organization meeting shall hold office until the first annual meeting of
the stockholders and until their successors have been elected and qualified. At
each annual meeting of stockholders, directors shall be elected to hold office
until their successors are elected and qualified or until their earlier
resignation or removal.
6.3 TENURE. Each Director shall hold office for the term for which
he is elected and until his successor shall have been elected and qualified, or
until his earlier death, resignation, removal, ineligibility or
disqualification.
6.4 REMOVAL. Any Director may be removed with or without cause by
the Stockholders at any time, or by the Directors with cause at any time, except
that any Director who is elected by any class or series of shares or holders of
bonds which vote as a class may be removed only for cause and only by the
applicable vote of the holders of such shares or bonds, voting as a class. In
the case of the corporation having cumulative voting, if less than the entire
board is to be removed, no Director may be removed without cause if the votes
against his removal would be sufficient to elect him if then cumulatively voted
at an election of the entire Board of Directors, or, if there be a class of
Directors, at an election of the class of Directors of which he is a part.
6.5 RESIGNATIONS. Any Director may resign his office at any time,
such resignation to be made in writing and to take effect from the time of its
receipt by the corporation, unless some other but later time be fixed in the
resignation, and then from that time. The acceptance of a resignation shall not
be required to make it effective.
6.6 POWERS. Except as reserved to the Stockholders by the Law, by
the Certificate of Incorporation or by
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these Bylaws, the business of the corporation shall be managed by the Directors
who shall have and may exercise all the powers of the corporation. In
particular, and without limiting the generality of the foregoing, the Directors
may, at any time, fix the compensation of Directors, issue all or from time to
time any part of the unissued capital stock of the corporation from time to time
authorized under the Certificate of Incorporation, and may determine, subject to
the requirements of the Law and the Certificate of Incorporation, consideration
for which stock is to be issued, the manner of allocating such consideration
between capital and surplus, and, in the case of preferred or special classes of
stock, the division of same into series and the relative rights and preferences
of any series established by the Directors.
6.7 COMMITTEES. The Directors may, by vote of a majority of the
Directors then in office, elect from their number an executive committee and
other committees and may by vote delegate to any such committee or committees
some or all of the powers of the Directors except those which by the Law, by the
Certificate of Incorporation or by these Bylaws they are prohibited from
delegating. Except as the Directors may otherwise determine, any such committee
may make rules for the conduct of its business, but unless otherwise provided by
the Directors or such rules, its business shall be conducted as nearly as may be
in the same manner as is provided by these Bylaws for the conduct of business by
the Directors. In the absence or disqualification of a member of a committee,
the member or members present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum may unanimously appoint another
member of the Board of Directors to act at the meeting in place of any such
absent or disqualified member.
6.8 REGULAR AND SPECIAL MEETINGS. The annual meeting, regular and
special meetings of the Directors for the election of officers and/or the
transaction of such other business as may come before the Directors shall be
held at such place, within or without the State of Delaware, as may be
determined by the Directors. The annual meeting shall be held as soon as is
convenient after the annual meeting of the Stockholders at which the Directors
are elected and after each annual meeting of the Stockholders.
6.9 MEETINGS BY TELEPHONE CONFERENCE CIRCUIT. Meetings of the
Directors may be held by means of a telephone conference circuit or other
similar communications and connection to such circuit or other means of
communication shall constitute presence at such meetings.
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6.10 ACTION WITHOUT A MEETING. Any action which may be taken or is
required to be taken at a meeting of the Directors or a committee thereof may be
taken without a meeting if a consent in writing, setting forth the action to be
taken, shall be signed before or after such action by all of the Directors, or
committee members as the case may be.
6.11 PLACE, TIME AND NOTICE OF MEETINGS. Regular and special
meetings of the Board of Directors shall be held at any reasonable and suitable
place upon the giving of twenty-four (24) hours notice, oral, written or by
telephone to each Director. Meetings shall be called by the Chairman,
Vice-Chairman, President or Secretary of the corporation. Attendance at a
meeting by a Director shall constitute a waiver of notice of such meeting,
except when a Director attends solely to object to the transaction of business
on the basis that the meeting was not lawfully called or convened. The purpose
of the meeting need not be stated in any notice thereof.
6.12 QUORUM. One-third of the number of Directors then holding
office shall constitute a quorum for the transaction of business unless
otherwise provided in the Certificate of Incorporation. The act of the majority
of Directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors unless the act of a greater number is required by the
Certificate of Incorporation or these Bylaws.
SECTION VII. OFFICERS AND AGENTS
7.1 ENUMERATION; QUALIFICATION. The officers of the corporation
shall be a President, a Treasurer, a Secretary, and such other officers,
including a Chairman and Vice-Chairman of the Board of Directors,
Vice-Presidents, Assistant Treasurers, Assistant Secretaries, as the Directors
from time to time may, in their discretion, elect or appoint. The corporation
may also have such agents, if any, as the Directors from time to time may, in
their discretion, appoint. Any officer may be but need not be a Director or
Stockholder. Any two or more offices may be held by the same person. Any
officer may be required by the Directors to give bond for the faithful
performance of his duties to the corporation in such amount and with such
sureties as the Directors may determine.
7.2 POWERS. Subject to the Law, the Certificate of Incorporation
and the other provisions of these Bylaws, each officer shall have, in addition
to the duties and powers herein set forth, such duties and powers as are
commonly
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incident to his office and such duties and powers as the Directors may from time
to time designate. Securities of other corporations held by the Corporation may
be voted by any officer designated by the Board and, in the absence of any such
designation, by the President, any Vice-President, the Secretary or the
Treasurer. The Board may require any officer, agent or employee to give
security for the faithful performance of his duties.
7.3 ELECTION. The President, the Vice-Presidents, the Treasurer
and the Secretary shall be elected annually by the Directors at their first
meeting following the annual meeting of the Stockholders, unless a vacancy
occurs, in which event such vacancy may be filled at any time by the Directors.
Other officers, if any, may be elected or appointed by the Directors at said
meeting or at any other time.
7.4 TENURE. The President, the Vice-Presidents, the Treasurer, and
the Secretary shall hold office until the first meeting of the Directors
following the next annual meeting of the Stockholders and until their respective
successors are chosen and qualified, and each other officer shall hold office
until the first meeting of the Directors following the next annual meeting of
the Stockholders, unless a shorter period shall have been specified by the terms
of his election or appointment, or in each case until his earlier death,
resignation, removal or disqualification. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Each agent shall retain his authority at the
pleasure of the Directors.
7.5 CHAIRMAN AND VICE-CHAIRMAN. The Chairman of the Board of
Directors shall preside at all meetings of the Directors. The Vice-Chairman of
the Board of Directors shall act as Chairman and be vested with his powers and
authority in his absence or in the event of the Chairman's inability to serve or
perform his duties.
7.6 PRESIDENT AND VICE-PRESIDENTS. Except as otherwise voted by
the Directors, the President shall be the chief executive officer of the
corporation and, subject to the control of the Directors, shall have general
charge and supervision of the business of the corporation. The President shall
preside at all meetings of the Stockholders and, in the absence of a Chairman
and Vice-Chairman, of the Directors at which he is present, except as otherwise
voted by the Directors. Any Vice-President shall have such duties and
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powers as shall be designated from time to time by the Directors.
7.7 TREASURER AND ASSISTANT TREASURERS. The Treasurer shall be the
chief financial and accounting officer of the corporation and shall be in charge
of its funds and valuable papers, books of account and accounting records, and
shall have such other duties and powers as may be designated from time to time
by the Directors or by the President. Any Assistant Treasurers shall have such
duties and powers as shall be designated from time to time by the Directors.
7.8 SECRETARY AND ASSISTANT SECRETARIES. The Secretary shall
record all proceedings of the Stockholders and Directors in a book to be kept
therefor, which book shall be kept at the principal office of the corporation,
at the office of its transfer agent or of its Secretary, or at the office of its
legal counsel. In the absence of the Secretary from any meeting of the
Stockholders, an Assistant Secretary, or, if there be none or he is absent, a
temporary Secretary chosen at the meeting, shall record the proceedings thereof
in the aforesaid book. Unless a transfer agent has been appointed, the Secretary
shall keep or cause to be kept the stock and transfer records of the
corporation, which shall contain the names and record addresses of all
Stockholders and the amount of stock held by each. The Secretary shall keep a
true record of the proceedings of all meetings of the Directors and, in his
absence from any such meeting, an Assistant Secretary, or, if there be none or
he is absent, a temporary Secretary chosen at the meeting, shall record the
proceedings thereof. Any Assistant Secretary shall have such duties and powers
as shall be designated from time to time by the Directors.
7.9 RESIGNATIONS. Any officer may resign at any time by delivering
his resignation in writing to the President, the Treasurer or the Secretary or
to a meeting of the Directors. Such resignation shall be effective upon receipt
unless specified to be effective at some other later time, at which date it
shall become effective. The acceptance of a resignation shall not be required to
make it effective.
SECTION VIII. INDEMNIFICATION
The corporation shall indemnify its officers, directors, employees and
agents to the extent permitted by the General Corporation Law of Delaware.
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SECTION IX. EXECUTION OF PAPERS
Unless in a particular case the Directors may also authorize others to
do so, all contracts, mortgages, leases, deeds, transfer and other conveyances
of the real or personal property of the corporation, all promissory notes,
acceptances, checks, drafts, orders or other obligations of the corporation for
the payment of money, all bonds, licenses, returns, reports, applications, and
all other instruments or writings of any nature, shall be signed, executed,
acknowledged, and delivered for and on behalf of the corporation by the
President, any Vice-President or the Treasurer.
X. AMENDMENTS
To the extent permitted by the Law, these Bylaws may be added to,
amended or repealed at any meeting of the Stockholders or at any meeting of the
Board of Directors, provided that any amendments made by the Directors may be
changed by the Stockholders.