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Exhibit 3.10
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AMENDED AND RESTATED
BYLAWS
OF
PROTIP CORPORATION
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TABLE OF CONTENTS
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ARTICLE I. SHAREHOLDERS' MEETINGS...........................................................................1
SECTION 1.1 ANNUAL MEETINGS............................................................................1
SECTION 1.2 NOTICE OF ANNUAL MEETING...................................................................2
SECTION 1.3 SPECIAL MEETINGS...........................................................................2
SECTION 1.4 NOTICE OF SPECIAL MEETING..................................................................2
SECTION 1.5 PLACE OF MEETINGS..........................................................................3
SECTION 1.6 QUORUM ADJOURNMENT.........................................................................3
SECTION 1.7 VOTING.....................................................................................3
SECTION 1.8 ACTION BY CONSENT..........................................................................4
SECTION 1.9 WAIVER OF NOTICE...........................................................................4
ARTICLE II. DIRECTORS.......................................................................................4
SECTION 2.1 NUMBER, ELECTION AND TERM..................................................................4
SECTION 2.2 RESIGNATION; VACANCY.......................................................................4
SECTION 2.3 FIRST MEETING OF NEWLY ELECTED BOARD.......................................................5
SECTION 2.4 REGULAR MEETING............................................................................5
SECTION 2.5 SPECIAL MEETINGS...........................................................................5
SECTION 2.6 QUORUM; ADJOURNMENT........................................................................5
SECTION 2.7 PLACE OF MEETINGS..........................................................................6
SECTION 2.8 BOARD COMMITTEES...........................................................................6
SECTION 2.9 PARTICIPATION VIA CONFERENCE TELEPHONE.....................................................6
SECTION 2.10 WAIVER OF NOTICE...........................................................................6
SECTION 2.11 ATTENDANCE CONSTITUTES WAIVER OF NOTICE....................................................6
SECTION 2.12 ACTION BY CONSENT..........................................................................7
SECTION 2.13 COMPENSATION OF DIRECTORS..................................................................7
ARTICLE III. OFFICERS.......................................................................................7
SECTION 3.1 NUMBER, ELECTION, SALARY AND TERM..........................................................7
SECTION 3.2 CHAIRMAN OF THE BOARD......................................................................8
SECTION 3.3 VICE CHAIRMEN..............................................................................8
SECTION 3.4 PRESIDENT/CHIEF EXECUTIVE OFFICER..........................................................8
SECTION 3.5 SENIOR VICE PRESIDENTS AND EXECUTIVE VICE PRESIDENTS.......................................8
SECTION 3.6 VICE PRESIDENTS............................................................................9
SECTION 3.7 SECRETARY AND ASSISTANT SECRETARIES........................................................9
SECTION 3.8 TREASURER AND ASSISTANT TREASURERS.........................................................9
ARTICLE IV. CAPITAL STOCK..................................................................................10
SECTION 4.1 SHARE CERTIFICATES........................................................................10
SECTION 4.2 TRANSFER OF STOCK.........................................................................10
SECTION 4.3 REGISTERED SHAREHOLDERS...................................................................10
SECTION 4.4 CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATE.......................................11
SECTION 4.5 LOST CERTIFICATE..........................................................................11
ARTICLE V. DIVIDENDS.......................................................................................12
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ARTICLE VI. FISCAL YEAR....................................................................................12
ARTICLE VII. SEAL..........................................................................................13
ARTICLE VIII. INDEMNIFICATION OF AND INSURANCE ON DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS................13
SECTION 8.1 INDEMNIFICATION...........................................................................13
SECTION 8.2 INSURANCE.................................................................................13
ARTICLE IX. ALTERATION. AMENDMENT OR REPEAL OF BY-LAWS.....................................................13
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AMENDED AND RESTATED
BYLAWS
OF
PROTIP CORPORATION
These Amended and Restated Bylaws have been duly adopted in accordance with
Sections 351.290 of the General and Business Corporation Law of the State of
Missouri to put into effect and carry out the First Amended and Restated Joint
Plan of Reorganization under Chapter 11 of the Bankruptcy Code for Thermadyne
Holdings Corporation, et al., as confirmed on April 3, 2003 by order of the
United States Bankruptcy Court for the Eastern District of Missouri, Eastern
Division.
These Bylaws are subject to, and governed by, the General and Business
Corporation Law of the State of Missouri and the Articles of Incorporation of
ProTip Corporation, a Missouri corporation. In the event of a direct conflict
between the provisions of these Bylaws and the mandatory provisions of the
General and Business Corporation Law of the State of Missouri or the provisions
of the Articles of Incorporation of ProTip Corporation, such provisions of the
General and Business Corporation Law of the State of Missouri or the Articles of
Incorporation of ProTip Corporation, as the case may be, will be controlling.
ARTICLE I.
SHAREHOLDERS' MEETINGS
Section 1.1 ANNUAL MEETINGS. An annual meeting of shareholders shall
be held on such date and at such time as determined by the board of directors
and as indicated in the notice of such meeting. Every meeting of the
shareholders shall be convened at the hour stated in the notice for said meeting
and continue until declared adjourned by a vote of the shareholders present or
declared adjourned by the presiding officer. At such meeting, a board of
directors shall
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be elected and such other business shall be transacted as may properly be
brought before the meeting.
Section 1.2 NOTICE OF ANNUAL MEETING. Written or printed notice of the
annual meeting stating the place, day and hour of the meeting shall be delivered
or given, either personally or by mail, to each shareholder of record entitled
to vote thereat at such address as appears on the books of the corporation, not
less than ten or more than seventy days before the date of the meeting.
Section 1.3 SPECIAL MEETINGS. Special meetings of the shareholders or
of the holders of any special class of stock of the corporation may be called by
the chairman of the board or the president at anytime unless otherwise provided
by law, and shall be directed to do so by resolution of the board of directors
or whenever shareholders owning not less than one fifth of all the shares issued
and outstanding and entitled to vote at the particular meeting shall request
such a meeting in writing. Such request shall be delivered to the president of
the corporation and shall state the purpose or purposes of the proposed meeting.
Upon such direction or request, it shall be the duty of the president to call a
special meeting of the shareholders to be held at anytime, not less than ten
(10) nor more than seventy (70) days thereafter, as the president may fix. If
the president shall neglect to issue such call, the person or persons making
such direction or request may issue the call. The business transacted at any
special meeting of shareholders shall be confined to the purposes stated in the
notice.
Section 1.4 NOTICE OF SPECIAL MEETING. Written or printed notice of a
special meeting of shareholders, stating the place, day, hour and purpose or
purposes thereof, shall be delivered or given, either personally or by mail, to
each shareholder of record entitled to vote thereat at
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such address as appears on the books of the corporation, not less than ten or
more than seventy days before the date of the meeting.
Section 1.5 PLACE OF MEETINGS. All meetings of the shareholders shall
be held at the principal business office of the corporation or at such other
place as the board of directors may specify in the notice of such meeting.
Section 1.6 QUORUM ADJOURNMENT. A majority of the shares issued and
outstanding and entitled to vote thereat, represented in person or by proxy,
shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by statute. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time
for successive periods of not more than ninety days, 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 maybe transacted which might have been transacted at the meeting as
originally scheduled.
Section 1.7 VOTING. When a quorum is present at any meeting, the vote of
the holders of a majority of the shares having voting power represented in
person or by proxy shall decide any question brought before such meeting, unless
the question is one upon which, by express provision of the statutes, the
articles of incorporation, or these bylaws, a different vote is required, in
which case such express provision shall govern and control the decision of such
questions.
At any meeting of the shareholders, every shareholder having the right to
vote shall be entitled to vote in person, or by proxy appointed by a proper
instrument in writing subscribed by
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the shareholder or by his/her duly authorized attorney in fact. Each shareholder
shall have one vote for each share having voting power, registered in his/her
name on the books of the corporation.
Section 1.8 ACTION BY CONSENT. Any action which maybe taken at any
meeting of the shareholders may be taken without a meeting if consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
Section 1.9 WAIVER OF NOTICE. Whenever any notice is required to be
given, 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 II.
DIRECTORS
Section 2.1 NUMBER, ELECTION AND TERM. The number of directors to
constitute the board of directors shall be as is provided from time to time in
the articles of incorporation.
The directors shall be elected at the annual meeting of the shareholders,
and each director shall serve until the next succeeding annual meeting of
shareholders and until his/her successor shall have been elected and qualified.
Section 2.2 RESIGNATION; VACANCY. Any director of the corporation may
resign at any time by giving written notice of such resignation to the board of
directors, the chairman of the board, the president, any vice president or the
secretary of the corporation. Any such resignation shall take effect at the time
specified therein or, if no time be specified, upon receipt thereof by the board
of directors or one of the above named officers; and, unless specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
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If the office of a director becomes vacant for any reason, the remaining
directors shall choose a successor or successors who shall hold office for the
unexpired term in respect of which such vacancy occurred or until the next
election of directors.
Section 2.3 FIRST MEETING OF NEWLY ELECTED BOARD. The first meeting of
each newly elected board shall be held at such time and place as shall be fixed
by the vote of the shareholders at the annual meeting and no notice of such
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting provided a quorum shall be present, or they may meet at
such place and time as shall be fixed by the consent in writing of all the
directors.
Section 2.4 REGULAR MEETING. Regular meetings of the board of directors
shall be held at such places, within or without the State of Missouri, and on
such days and at such times as shall be fixed from time to time by the board of
directors. Notice of such regular meetings need not be given.
Section 2.5 SPECIAL MEETINGS. Special meetings of the board maybe held
at any time and place, within or without the State of Missouri, upon the call of
the chairman of the board, the president or secretary of the corporation by
oral, written, telegraphic, facsimile transmission or any other mode of notice
duly given, sent or mailed to each director, at such director's last known
address, not less than two (2) days before such meeting provided.
Section 2.6 QUORUM; ADJOURNMENT. At all meetings of the board, a
majority of the directors shall be necessary and sufficient to 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, except as maybe otherwise specifically provided by
statute. If a quorum shall not be present at any meeting of directors, the
directors present thereat may
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adjourn the meeting, from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.
Section 2.7 PLACE OF MEETINGS. The directors may hold their meetings at
the principal business office of the corporation or at such other place as they
may determine.
Section 2.8 BOARD COMMITTEES. The board may designate an executive
committee and one or more other committees, each committee to consist of one or
more directors of the corporation. Any such committee, to the extent provided in
any such resolution, shall have and may exercise all the powers and authority of
the board in the management of the business and affairs of the corporation.
Section 2.9 PARTICIPATION VIA CONFERENCE TELEPHONE. Members of the board
of directors or of any committee designated by the board of directors may
participate in a meeting of the board or committee by means of conference
telephone or similar communications equipment whereby all persons participating
in the meeting can hear each other, and participation in a meeting in this
manner shall constitute presence in person at the meeting.
Section 2.10 WAIVER OF NOTICE. Whenever any notice is required to be
given, a waiver thereof in writing, by telegram or facsimile transmission from
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
Section 2.11 ATTENDANCE CONSTITUTES WAIVER OF NOTICE. Attendance of a
director at any meeting shall constitute a waiver of notice of the meeting
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.
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Section 2.12 ACTION BY CONSENT. Any action which is required to be or may
be taken at a meeting of the directors may be taken without a meeting if
consents in writing, setting forth the action so taken, are signed by all the
directors.
Section 2.13 COMPENSATION OF DIRECTORS. Directors, as such, shall not
receive any stated salary for their services, but by resolution of the board a
fixed sum and expenses of attendance, if any, maybe allowed for attendance at
each regular or special meeting of the board; provided that nothing herein
contained shall be construed to preclude any director from sewing the
corporation in any other capacity and receiving compensation therefor.
ARTICLE III.
OFFICERS
Section 3.1 NUMBER, ELECTION, SALARY AND TERM. The officers of the
corporation shall be a president and a secretary who shall be chosen by the
board of directors at its first meeting after each annual meeting of
shareholders. The board of directors may also choose a chairman of the board,
one or more vice chairmen, one or more vice presidents, one or more of which may
be designated as senior vice presidents or executive vice presidents, a
treasurer, and one or more assistant secretaries and assistant treasurers.
The board may appoint 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.
The salaries of all officers and agents of the corporation shall be fixed
by the board of directors.
The officers of the corporation shall hold office until their successors
are chosen. Any officer elected or appointed by the board of directors maybe
removed at anytime by the
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affirmative vote of a majority of the whole board of directors. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled by the
board of directors.
Section 3.2 CHAIRMAN OF THE BOARD. The chairman of the board, if any,
shall preside at all meetings of the shareholders and directors at which he/she
is present and shall perform such other duties as the board of directors or
these bylaws may prescribe.
Section 3.3 VICE CHAIRMEN. In the absence of the chairman of the board,
the vice chairmen, if any, in order of their seniority, shall perform the duties
and exercise the powers of the chairman of the board, preside at all meetings of
the shareholders and directors at witch any are present and perform such other
duties as the board of directors may prescribe.
Section 3.4 PRESIDENT/CHIEF EXECUTIVE OFFICER. In the absence of the
chairman of the board and any vice chairmen, the president shall preside at all
meetings of the shareholders and directors at which he/she is present. If no
officer has been expressly designated as chief executive officer by the board of
directors, the president shall be chief executive officer of the corporation,
with the powers and duties which attach to such position. He/she shall perform
such duties as the board of directors may prescribe and shall see that all
orders and resolutions of the board are carried into effect.
The president shall execute bonds, mortgages and other contracts requiring
a seal, except where 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.
Section 3.5 SENIOR VICE PRESIDENTS AND EXECUTIVE VICE PRESIDENTS. Senior
vice presidents and executive vice presidents shall perform such duties and
exercise such powers as
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shall be delegated by the chief executive officer or as shall be designated by
the board of directors.
Section 3.6 VICE PRESIDENTS. Vice presidents shall perform such duties
and exercise such powers as shall be delegated by the chief executive officer or
as shall be designated by the board of directors.
Section 3.7 SECRETARY AND ASSISTANT SECRETARIES. The secretary shall
keep or cause to be kept a record of all meetings of the shareholders and the
board of directors and record all votes and the minutes of all proceedings in a
book to be kept for that purpose. He/she shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or chief executive officer, under whose supervision he/she shall
be.
The assistant secretaries, if any, in order of their seniority shall, in
the absence or disability of the secretary, perform the duties and exercise the
powers of the secretary and shall perform such other duties as the board of
directors may prescribe.
Section 3.8 TREASURER AND ASSISTANT TREASURERS. The treasurer, if any,
shall have the custody of the corporate funds and securities, shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
corporation, 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 and shall perform such other duties as the board of
directors may prescribe.
The treasurer shall disburse the funds of the corporation as maybe ordered
by the board, taking proper vouchers for such disbursements, and shall render to
the chairman of the board, chief executive officer, president and directors, at
the regular meetings of the board, or whenever
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they may require it, an account of all his/her transactions as treasurer and of
the financial condition of the corporation.
If required by the board of directors, the treasurer shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board for the faithful performance of the duties of his/her
office and for the restoration to the corporation, in case of his/her death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his/her possession or under his/her
control belonging to the corporation.
The assistant treasurers, if any, in the order of their seniority shall, in
the absence or disability of the treasurer, perform the duties and exercise the
powers of the treasurer arid shall perform such other duties as the board of
directors may prescribe.
ARTICLE IV.
CAPITAL STOCK
Section 4.1 SHARE CERTIFICATES. The certificates representing shares of
the corporation shall be numbered and shall be entered in the books of the
corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by the president and the secretary or by such
other officers authorized so to do by law.
Section 4.2 TRANSFER OF STOCK. Upon surrender to 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.
Section 4.3 REGISTERED SHAREHOLDERS. The corporation shall be entitled
to treat the holder of record of any share or shares as the holder in fact
thereof and, accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part
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of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided bylaw.
Section 4.4 CLOSING OF TRANSFER BOOKS AND FIXING OF RECORD DATE. The
board of directors shall have the power to close the transfer books of the
corporation for a period not exceeding fifty (50) days preceding the date of any
meeting of shareholders, or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of shares shall go into effect; provided, however, that in lieu of
closing the transfer books as aforesaid, the board of directors may fix in
advance a date, not exceeding fifty (50) days preceding the date of any meeting
of shareholders, or the date for the payment of any dividend, or the date for
the allotment of rights, or the date when any change or conversion or exchange
of shares shall go into effect, as a record date for the determination of the
shareholders entitled to notice of, and to vote at any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or entitled to exercise the rights in respect of
any such change, conversion or exchange of shares. In such case only the
shareholders who are shareholders of record on the record date so fixed shall be
entitled to such notice of and to vote at such meeting and my adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights as the case maybe, notwithstanding any
transfer of any shares on the books of the corporation after the date of closing
of the transfer books or the record date fixed as aforesaid.
Section 4.5 LOST CERTIFICATE. The holder of any shares of stock of the
corporation shall immediately notify the corporation and its transfer agents and
registrars, if any, of any loss or destruction of the certificates representing
the same. The corporation may issue a new certificate in the place of any
certificate theretofore issued by it which is alleged to have been lost or
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destroyed and the board of directors may require the owner of the lost or
destroyed certificate or such owner's legal representative to give the
corporation a bond in such sum and in such form as the board of directors may
direct or approve, and with such surety or sureties as may be satisfactory to
the board of directors, to indemnify the corporation and its transfer agents and
registrars, if any, against any claim or liability that may be asserted against
or incurred by it or any transfer agent or registrar on account of the alleged
loss or destruction of any such certificate or the issuance of such new
certificate. A new certificate may be issued without requiring any bond when, in
the judgment of the board of directors, it is proper so to do. The board of
directors may delegate to any officer or officers of the corporation any of the
powers and authorities contained in this section.
ARTICLE V.
DIVIDENDS
Dividends upon the issued shares of the corporation may be declared by the
board of directors at any regular or special meeting pursuant to law.
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 fund 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.
ARTICLE VI.
FISCAL YEAR
The fiscal year of the corporation shall be determined by resolution of the
board of directors.
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ARTICLE VII.
SEAL
The corporation shall have no corporate seal.
ARTICLE VIII.
INDEMNIFICATION OF AND INSURANCE ON
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 8.1 INDEMNIFICATION. The corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he/she is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the, request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, to
the fullest extent provided bylaw.
Section 8.2 INSURANCE. The directors shall have the power to cause the
corporation to purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability against him and incurred by him in any such
capacity, arising out of his/her status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of this Article.
ARTICLE IX.
ALTERATION. AMENDMENT OR REPEAL OF BY-LAWS
All bylaws of the corporation may be amended, altered or repealed, and new
bylaws may be made, by the affirmative vote of a majority of the directors cast
at any regular or special meeting at which a quorum is present provided that
such authority has been delegated to the
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board of directors by the Articles of Incorporation; subject to the right of the
shareholders to amend, alter or repeal those bylaws by the affirmative vote of
the holders of record of a majority of the outstanding shares of stock of the
corporation entitled to vote cast at any annual or special meeting.
The undersigned, the Secretary of the Corporation, hereby certifies that
the foregoing Amended and Restated Bylaws were adopted pursuant to the Order as
of May 23, 2003.
By: /s/ Patricia S. Williams
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Name: Patricia S. Williams
Title: Secretary
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