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EXHIBIT 3.32
BY-LAWS
of
REXNORD, LTD.
ARTICLE I
Offices
Section 1. The principal office shall be in the City of Reno, State of
Nevada.
Section 2. The corporation may also have offices at such other places both
within and without the State of Nevada as the board of directors may from time
to time determine or the business of the corporation may require.
ARTICLE II
Meetings of Stockholders
Section 1. All annual meetings of the stockholders shall be held at the
principal office of the corporation or at such other place within or without the
State of Nevada as the directors shall determine. Special meetings of the
stockholders may be held at such time and place within or without the State of
Nevada as shall be stated in the notice of the meeting, or in a duly executed
waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year 1971,
shall be held on the second Wednesday of, February, if not a legal holiday and,
if a legal holiday, then on the next secular day following at o'clock
m., at which they shall elect by a plurality vote a board of directors
and transact such other business as may properly be brought before the meeting.
Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
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Section 4. Notices of meetings shall be in writing and signed by the
president or a vice president or the secretary or an assistant secretary or by
such other person or persons as the directors shall designate. Such notice shall
state the purpose or purposes for which the meeting is called and the time when
and the place, which may be within or without this state, where it is to be
held. A copy of such notice shall be either delivered personally to or shall be
mailed, postage prepaid, to each stockholder of record entitled to vote at such
meeting not less than ten nor more than sixty days before such meeting. If
mailed, it shall be directed to a stockholder at his address as it appears upon
the records of the corporation and upon such mailing of any such notice, the
service thereof shall be complete and the time of the notice shall begin to run
from the date upon which such notice is deposited in the mail for transmission
to such stockholder. Personal delivery of any such notice to any officer of a
corporation or association, or to any member of a partnership shall constitute
delivery of such notice to such corporation, association or partnership. In the
event of the transfer of stock after delivery or mailing of the notice of and
prior to the holding of the meeting it shall not be necessary to deliver or mail
notice of the meeting to the transferee.
Section 5. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
Section 6. 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 articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 7. When a quorum is present or represented at any meeting, the vote
of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the articles of incorporation, a different vote is required in which case such
express provision shall govern and control the decision of such question.
Section 8. Except as hereinafter provided, every stockholder
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of record of the corporation shall be entitled at each meeting of stockholders
to one vote for each share of stock standing in his name on the books of the
corporation. Upon the demand of any stockholder, the vote for directors and the
vote upon any question before the meeting shall be by ballot. All elections
shall be had and all questions decided by plurality vote except as otherwise
provided by the articles of incorporation and/or by the laws of the State of
Nevada.
Section 9. At any meeting of the stockholders any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six months from the date of its
execution unless coupled with an interest or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its execution. Subject to
the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it or a duly executed proxy bearing a
later date is filed with the secretary of the corporation.
Section 10. Any action, except election of directors, which may be taken by
the vote of the stockholders at a meeting may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the articles of
incorporation require a greater proportion of voting power to authorize such
action in which case such greater proportion of written consents shall be
required.
ARTICLE III
Directors
Section 1. The number of directors which shall constitute the whole board
shall be three, all of whom shall be of full age and at least one of whom shall
be a citizen of the United States. The number of directors may from time to time
be increased or decreased to not less than three by amending this section of the
by-laws. The directors shall be elected at the annual meeting of the
stockholders and except as provided in Section 2 of this article, each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.
Section 2. Vacancies in the board of directors including those caused by an
increase in the number of directors may be
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filled by a majority of the remaining directors, though less than a quorum, or
by a sole remaining director, and each director so elected shall hold office
until his successor is elected at an annual or a special meeting of the
stockholders.
A vacancy or vacancies in the board of directors shall be deemed to exist
in case of the death, resignation or removal of any director, or if the
authorized number of directors be increased, or if the stockholders fail at any
annual or special meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.
The stockholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the board of directors
accepts the resignation of a director tendered to take effect at a future time,
the board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
Section 3. The business of the corporation shall be managed by its board of
directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the articles of incorporation
or by these by-laws directed or required to be exercised or done by the
stockholders.
Meetings of the Board of Directors
Section 4. Regular meetings of the board of directors shall be held at any
place within or without the State which has been designated from time to time by
resolution of the board or by written consent of all members of the board. In
the absence of such designation regular meetings shall be held at the principal
office of the corporation. Special meetings of the board may be held either at a
place so designated or at the principal office.
Section 5. Immediately following each annual meeting of stockholders, the
board of directors shall hold a regular meeting for the purpose of organization,
election of officers and the transaction of other business. Notice of such
meeting is hereby dispensed with.
Section 6. Other regular meetings of the board of directors shall be held
without call at such time as the board of directors may from time to time
designate; provided, however, should said day fall upon a legal holiday, then
said meeting shall be held at the same time on the next day thereafter ensuing
which is not a legal holiday. Notice
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of all such regular meetings of the board of directors is hereby dispensed with.
Section 7. Special meetings of the board of directors for any purpose or
purposes shall be called at any time by the president or, if he is absent or
unable or refuses to act, by any vice president or by any two directors.
Written notice of the time and place of special meetings shall be delivered
personally to each director, or sent to each director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as it
is shown upon the records of the corporation, or if it is not so shown on such
records or is not readily ascertainable, at the place in which the meetings of
the directors are regularly held. In case such notice is mailed or telegraphed,
it shall be deposited in the United States mail or delivered to the telegraph
company at least forty-eight (48) hours prior to the time of the holding of the
meeting. In case such notice is delivered as above provided, it shall be so
delivered at least twenty-four (24) hours prior to the time of the holding of
the meeting. Such mailing, telegraphing or delivery as above provided shall be
due, legal and personal notice to such director.
Section 8. Notice of the time and place of holding an adjourned meeting
need not be given to absent directors if the time and place be fixed at the
meeting adjourned.
Section 9. The transactions of any meeting of the board of directors,
however called and noticed or wherever held, shall be as valid as though had at
a meeting duly held after regular call and notice, if a quorum be present, and
if, either before or after the meeting, each of the directors not present signs
a written waiver of notice, or a consent to holding such meeting, or an approval
of the minutes thereof. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
Section 10. A majority of the authorized number of directors shall be
necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the board of directors, unless a greater
number be required by law or by the articles of incorporation. Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented to in writing by all of the other members of the board shall be as
valid and effective in all respects as if passed by the board in regular
meeting.
Section 11. A quorum of the directors may adjourn any
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directors' meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the board.
Committees of Directors
Section 12. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of one 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 have power to authorize the seal of the corporation to be affixed to all
papers which may require it. 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.
Section 13. The committees shall keep regular minutes of their proceedings
and report the same to the board when required.
Compensation of Directors
Section 14. The directors may be paid their expenses, if any, 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 therefore. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
Indemnification of Directors
Section 15. (a) When a person is sued, either alone or with others, because
he is or was a director, officer or employee of the corporation, in any
proceeding (whether brought by the corporation, its receiver, its trustee, one
or more of its stockholders or creditors, any governmental body, any public
official or any private person or corporation, domestic or foreign) arising out
of his alleged misfeasance or nonfeasance in the performance of his duties or
out of any alleged wrongful act against the corporation or by the corporation,
he shall be indemnified for his reasonable expenses, including attorneys' fees
incurred in the defense of the proceeding, if both of the following conditions
exist:
(1) The person sued is successful in whole or in part, or the
proceeding against him is settled with the approval of the court.
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(2) The court finds that his conduct fairly and equitably merits such
indemnity.
The amount of such indemnity may be assessed against the corporation, its
receiver or its trustee by the court in the same or in a separate proceeding and
shall be so much of the expenses, including attorneys' fees incurred in the
defense of the proceeding, as the court determines and finds to be reasonable.
Application for such indemnity may be made either by a person sued or by the
attorney or other person rendering services to him in connection with the
defense and the court may order fees and expenses to be paid directly to the
attorney or other person, although he is not a party to the proceeding. Notice
of the application for such indemnity shall be served upon the corporation, its
receiver or its trustee and upon the plaintiff and other parties to the
proceeding. The court may order notice to be given also to the stockholders in
the manner provided elsewhere in these by-laws for giving notice of
stockholders' meetings, in such form as the court directs.
(b) Notwithstanding the provisions of Subdivision (a) of this Section 15,
the board of directors may authorize the corporation to pay expenses incurred
by, or to satisfy a judgment or fine rendered or levied against, a present or
former director, officer or employee of the corporation in an action brought by
a third party against such person (whether or not the corporation is joined as a
party defendant) to impose a liability or penalty on such person for an act
alleged to have been committed by such person while a director, officer or
employee or by the corporation, or by both; provided, the board of directors
determines in good faith that such director, officer or employee, was acting in
good faith within what he reasonably believed to be the scope of his employment
or authority and for a purpose which he reasonably believed to be in the best
interests of the corporation or its stockholders. Payments authorized hereunder
include amounts paid and expenses incurred in settling any such action or
threatened action. This Subdivision (b) does not apply to any action instituted
or maintained in the right of the corporation by a stockholder or holder of a
voting trust certificate representing shares of the corporation.
(c) The provisions of this Section 15 shall apply to the estate, executor,
administrator, heirs, legatees or devisees of a director, officer or employee,
and the term "person" where used in the foregoing subdivisions of this section
shall include the estate, executor, administrator, heirs, legatees or devisees
of such person.
ARTICLE IV
Notices
Section 1. Notices to directors and stockholders shall be in
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writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever all parties entitled to vote at any meeting, whether
of directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if
had at a meeting regularly called and noticed, and at such meeting any business
may be transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or of such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meetings; and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.
Section 3. Whenever any notice whatever is required to be given under the
provisions of the statutes, of the articles of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
Officers
Section 1. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice president, a secretary and a
treasurer. Any person may hold two or more offices except that the offices of
president and vice president shall not be held by the same person.
Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president from among the directors and
shall choose a vice president, a secretary and a treasurer, none of whom need be
a member of the board.
Section 3. The board of directors may appoint additional vice presidents
and assistant secretaries and assistant treasurers and such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
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Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. 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. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by the board of
directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall be ex officio a member of all standing committees, 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.
Section 7. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to some
other officer or agent of the corporation.
THE VICE PRESIDENT
Section 8. The vice president shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president and shall
perform such other duties as the board of directors may from time to time
prescribe.
THE SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors and shall
perform such other duties as may be prescribed by the board of directors or
president under whose supervision he shall be. He shall keep in safe custody the
seal of the corporation and, when authorized by the board of directors, affix
the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the treasurer or an assistant
secretary.
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THE TREASURER
Section 10. The treasurer 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.
Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors taking proper vouchers for such disbursements,
and shall render to the president and the board of directors, at the regular
meetings of the board, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
ARTICLE VI
Certificates of Stock
Section 1. Every stockholder shall be entitled to have a certificate signed
by the president or a vice president and 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. If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such stock and, if
the corporation shall be authorized to issue only special stock, such
certificate shall set forth in full or summarize the rights of the holders of
such stock.
Section 2. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk and by a registrar, then a
facsimile of the signatures of the officers or agents of the corporation may be
printed or lithographed upon such certificate in lieu of the actual signatures.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death,
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resignation or otherwise, before such certificate or certificates shall have
been delivered by the corporation, such certificate or certificates may
nevertheless be adopted by the corporation and be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon, had not ceased
to be the officer or officers of such corporation.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent of the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or 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 alleged
to have been lost or destroyed.
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the 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 to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. The directors may prescribe a period not exceeding forty days
prior to any meeting of the stockholders during which no transfer of stock on
the books of the corporation may be made, or may fix a day not more than forty
days prior to the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice or to vote at such meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner and to hold liable for calls and
assessments a person registered on its books as
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the owner of shares and 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 Nevada.
ARTICLE VII
General Provisions
Dividends
Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the articles of incorporation, if any, may be declared by the
board of directors at any regular or special meeting, pursuant to law. Dividends
may be paid in cash, in property or in shares of the capital stock, subject to
the provisions of the articles of incorporation.
Section 2. Before payment of any dividend, 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 such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes 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.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its incorporation and the words "Corporate Seal,
Nevada."
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered or repealed at any regular meeting
of the stockholders or of the board of directors or
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at any special meeting of the stockholders or of the board of directors if
notice of such alteration or repeal be contained in the notice of such special
meeting.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
(1) That I am the duly elected and acting secretary of REX MATHEWS, LTD., a
Nevada corporation; and
(2) That the foregoing by-laws, comprising thirteen pages, constitute the
original by-laws of said corporation as duly adopted at the first meeting of the
board of directors thereof duly held on September 14, 1970.
IN WITNESS WHEREOF I have hereunto subscribed my name and affixed the seal
of said corporation this 14 day of September, 1970.
/s/ [ILLEGIBLE]
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Secretary
(Corporate Seal)