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Exhibit 3.4
BY-LAWS
OF
AMF BOWLING PRODUCTS, INC.*
ARTICLE I
MEETINGS OF SHAREHOLDERS
1.1 PLACES OF MEETINGS. All meetings of the shareholders shall be held at
such place, either inside or outside the State of Virginia, as from time to time
may be fixed by the Board of Directors.
1.2 ANNUAL MEETINGS. The annual meeting of the shareholders, for the
election of Directors and transaction of such other business as may come before
the meetings, shall be held in each year on the second Tuesday in April, at 10
a.m., if that day is not a legal holiday in the Commonwealth of Virginia. If
that day is a legal holiday, the annual meeting shall be held on the next
succeeding day not such a legal holiday.
1.3 SPECIAL MEETINGS. A special meeting of the shareholders for any
purpose or purposes may be called at any time by the Chairman of the Board, the
President, or by a majority of the Board of Directors. At a special meeting no
business shall be transacted and no corporate action shall be taken other than
that stated in the notice of the meeting.
1.4 NOTICE OF MEETINGS. Written or printed notice stating the place, day
and hour of every meeting of the shareholders and, in case of a special meeting,
the purpose or purposes for which the
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meeting is called, shall be mailed not less than ten nor more than sixty days
before the date of the meeting to each shareholder of record entitled to vote at
such meeting, at his address which appears in the share transfer books of the
Corporation. Such further notice shall be given as may be required by law, but
meetings may be held without notice if all the shareholders entitled to vote at
the meeting are present in person or by proxy or if notice is waived in writing
by those not present, either before or after the meeting.
1.5 QUORUM. Any number of shareholders together holding at least a
majority of the outstanding shares of capital stock entitled to vote with
respect to the business to be transacted, who shall be present in person or
represented by proxy at any meeting duly called, shall constitute a quorum for
the transaction of business. If less than a quorum shall be in attendance at the
time for which a meeting shall have been called, the meeting may be adjourned
from time to time by a majority of the shareholders present or represented by
proxy without notice other than by announcement at the meeting.
1.6 VOTING. At any meeting of the shareholders each shareholder of a class
entitled to vote on any matter coming before the meeting shall, as to such
matter, have one vote, in person or by proxy, for each share of capital stock of
such class standing in his name on the books of the Corporation on the date, not
more than seventy days prior to such meeting, fixed by the Board of Directors as
the record date for the purpose of determining shareholders
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entitled to vote. Every proxy shall be in writing dated and signed by the
shareholder entitled to vote or his duly authorized attorney-in-fact.
1.7 INSPECTORS. An appropriate number of inspectors for any meeting of
shareholders may be appointed by the Chairman of such meeting. Inspectors so
appointed will open and close the polls, will receive and take charge of proxies
and ballots, and will decide all questions as to the qualifications of voters,
validity of proxies and ballots, and the number of votes properly cast.
ARTICLE II
DIRECTORS
2.1 GENERAL POWERS. The property, affairs and business of the Corporation
shall be managed by the Board of Directors, and, except as otherwise expressly
provided by law, the Articles of Incorporation or these By-laws, all of the
powers of the Corporation shall be vested in such Board.
2.2 NUMBER OF DIRECTORS. The number of Directors constituting the Board of
Directors shall be at least one and not more than three. The number of Directors
may be increased or decreased from time to time by amendment to these By-laws,
but no decrease shall have the effect of shortening the term of an incumbent
Director.
2.3 ELECTION AND REMOVAL OF DIRECTORS; QUORUM.
(a) Directors shall be elected at each annual meeting of shareholders
to succeed those Directors whose terms have expired
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and to fill any vacancies then existing.
(b) Directors shall hold their offices for terms of one year and
until their successors are elected. Any Director may be removed from office at a
meeting called expressly for that purpose by the vote of shareholders holding a
majority of the shares entitled to vote at an election of Directors.
(c) Any vacancy occurring in the Board of Directors may be filled by
the affirmative vote of the majority of the remaining Directors though less than
a quorum of the Board, and the term of office of any Director so elected shall
expire at the next shareholders' meeting at which Directors are elected.
(d) A majority of the number of Directors elected and serving at the
time of any meeting shall constitute a quorum for the transaction of business.
The act of a majority of Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. Less than a quorum may
adjourn any meeting.
2.4 MEETINGS OF DIRECTORS. An annual meeting of the Board of Directors
shall be held as soon as practicable after the adjournment of the annual meeting
of shareholders at such place as the Board may designate. Other meetings of the
Board of Directors shall be held at places inside or outside the State of
Virginia and at times fixed by resolution of the Board, or upon call of the
Chairman of the Board, the President or any two of the Directors. The Secretary
or officer performing the Secretary's duties shall give not less than
twenty-four hours' notice either in person or by
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letter, telegraph or telephone of all meetings of the Board of Directors,
provided that notice need not be given of the annual meeting or of regular
meetings held at times and places fixed by resolution of the Board. Meetings may
be held at any time without notice if all of the Directors are present, or if
those not present waive notice in writing either before or after the meeting.
The notice of meetings of the Board need not state the purpose of the meeting.
2.5 DUTIES. The Board of Directors shall designate depositories for the
corporation and shall designate and authorize the officers or other persons to
sign checks and bank drafts.
2.6 COMPENSATION. By resolution of the Board, Directors may be allowed a
fee and expenses for attendance at all meetings, but nothing herein shall
preclude Directors from serving the Corporation in other capacities and
receiving compensation for such other services.
ARTICLE III
COMMITTEES
3.1 EXECUTIVE COMMITTEE. The Board of Directors, by resolution adopted by
a majority of the number of Directors fixed by these By-laws, may elect an
Executive Committee which shall consist of not less than two Directors,
including the President. When the Board of Directors is not in session, the
Executive Committee shall have all power vested in the Board of Directors by
law, by the Articles of Incorporation, or by these By-laws, provided that the
Executive Committee shall not have power to (i)
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approve or recommend to shareholders action that the Virginia Stock Corporation
Act requires to be approved by shareholders; (ii) fill vacancies on the Board or
on any of its committees; (iii) amend the Articles of Incorporation pursuant to
Section 13.1-706 of the Virginia Code; (iv) adopt, amend, or repeal the By-laws;
(v) approve a plan of merger or share exchange not requiring shareholder
approval; (vi) authorize or approve a distribution, except according to a
general formula or method prescribed by the Board of Directors; or (vii)
authorize or approve the issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences, and limitations of a
class or series of shares, other than within limits specifically prescribed by
the Board of Directors. The Executive Committee shall report at the next regular
or special meeting of the Board of Directors all action which the Executive
Committee may have taken on behalf of the Board since the last regular or
special meeting of the Board of Directors.
3.2 FINANCE COMMITTEE. The Board of Directors, by resolution adopted by a
majority of the number of Directors fixed by these By-laws, may elect a Finance
Committee which shall consist of not less than two Directors. The Finance
Committee shall consider and report to the Board with respect to plans for
corporate expansion, capital structure and long-range financial requirements.
The Committee shall also consider and report to the Board with respect to such
other matters relating to the financial affairs of the Corporation as may be
requested by the Board or the appropriate
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officers of the Corporation. The Committee shall report periodically to the
Board of Directors on all action which it may have taken.
3.3 OTHER COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the number of Directors fixed by these By-laws, may establish such
other standing or special committees of the Board as it may deem advisable,
consisting of not less than two Directors; and the members, terms and authority
of such committees shall be as set forth in the resolutions establishing the
same.
3.4 MEETINGS. Regular and special meetings of any Committee established
pursuant to this Article may be called and held subject to the same requirements
with respect to time, place and notice as are specified in these By-laws for
regular and special meetings of the Board of Directors.
3.5 QUORUM AND MANNER OF ACTING. A majority of the members of any
Committee serving at the time of any meeting thereof shall constitute a quorum
for the transaction of business at such meeting. The action of a majority of
those members present at a Committee meeting at which a quorum is present shall
constitute the act of the Committee.
3.6 TERMS OF OFFICE. Members of any Committee shall be elected as above
provided and shall hold office until their successors are elected by the Board
of Directors or until such Committee is dissolved by the Board of Directors.
3.7 RESIGNATION AND REMOVAL. Any member of a Committee may resign at any
time by giving written notice of his intention to do
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so to the President or the Secretary of the Corporation or may be removed, with
or without cause, at any time by such vote of the Board of Directors as would
suffice for his election.
3.8 VACANCIES. Any vacancy occurring in a Committee resulting from any
cause whatever may be filled by a majority of the number of Directors fixed by
these By-laws.
ARTICLE IV
OFFICERS
4.1 ELECTION OF OFFICERS; TERMS. The Officers of the Corporation shall
consist of a President, a Secretary and a Treasurer. Other officers, including a
Chairman of the Board, one or more Vice Presidents (whose seniority and titles,
including Executive Vice Presidents and Senior Vice Presidents, may be
specified by the Board of Directors), and assistant and subordinate officers,
may from time to time be elected by the Board of Directors. All officers shall
hold office until the next annual meeting of the Board of Directors and until
their successors are elected. The President shall be chosen from among the
Directors. Any two officers may be combined in the same person as the Board of
Directors may determine.
4.2 REMOVAL OF OFFICERS; VACANCIES. Any officer of the Corporation may be
removed summarily with or without cause, at any time, by the Board of Directors
provided however that the removal of the Chairman of the Board shall require the
vote of two-thirds of the Directors. Vacancies may be filled by the Board of
Directors.
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4.3 DUTIES. The officers of the Corporation shall have such duties as
generally pertain to their offices, respectively, as well as such powers and
duties as are prescribed by law or are hereinafter provided or as from time to
time shall be conferred by the Board of Directors. The Board of Directors may
require any officer to give such bond for the faithful performance of his duties
as the Board may see fit.
4.4 DUTIES OF THE PRESIDENT. The President shall be the chief executive
officer of the Corporation and shall be primarily responsible for the
implementation of policies of the Board of Directors. He shall have authority
over the general management and direction of the business and operations of the
Corporation and its divisions, if any, subject only to the ultimate authority of
the Board of Directors. He shall be a Director, and, except as otherwise
provided in these By-laws or in the resolutions establishing such committees, he
shall be EX OFFICIO a member of all Committees of the Board. In the absence of
the Chairman of the Board or if there is no such officer, the President shall
preside at all corporate meetings. He may sign and execute in the name of the
Corporation share certificates, deeds, mortgages, bonds, contracts or other
instruments except in cases where the signing and the execution thereof shall be
expressly delegated by the Board of Directors or by these By-laws to some other
officer or agent of the Corporation or shall be required by law otherwise to be
signed or executed. In addition, he shall perform all duties incident to
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the office of the President and such other duties as from time to time may be
assigned to him by the Board of Directors.
4.5 DUTIES OF THE VICE-PRESIDENTS. Each Vice-President, if any, shall have
such powers and duties as may from time to time be assigned to him by the
President or the Board of Directors. Any Vice-President may sign and execute in
the name of the Corporation deeds, mortgages, bonds, contracts or other
instruments authorized by the Board of Directors, except where the signing and
execution of such documents shall be expressly delegated by the Board of
Directors or the President to some other officer or agent of the Corporation or
shall be required by law or otherwise to be signed or executed.
4.6 DUTIES OF THE TREASURER. The Treasurer shall have charge of and be
responsible for all funds, securities, receipts and disbursements of the
Corporation, and shall deposit all monies and securities of the Corporation in
such banks and depositories as shall be designated by the Board of Directors. He
shall be responsible (i) for maintaining adequate financial accounts and records
in accordance with generally accepted accounting practices; (ii) for the
preparation of appropriate operating budgets and financial statements; (iii) for
the preparation and filing of all tax returns required by law; and (iv) for the
performance of all duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him by the Board of Directors,
the Finance Committee or the Managing Director/President. The treasurer may sign
and execute in the name of the Corporation share
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certificates, deeds, mortgages, bonds, contracts or other instruments, except in
cases where the signing and the execution thereof shall be expressly delegated
by the Board of Directors or by these By-laws to some other officer or agent of
the Corporation or shall be required by law or otherwise to be signed or
executed.
4.7 DUTIES OF THE SECRETARY. The Secretary shall act as secretary of all
meetings of the Board of Directors and shareholders of the Corporation. When
requested, he shall also act as secretary of the meetings of the committees of
the Board. He shall keep and preserve the minutes of all such meetings in
permanent books. He shall see that all notices required to be given by the
Corporation are duly given and served; shall have custody of the seal of the
Corporation and shall affix the seal or cause it to be affixed to all share
certificates of the Corporation and to all documents the execution of which on
behalf of the Corporation under its corporate seal is duly authorized in
accordance with law or the provisions of these By-laws; shall have custody of
all deeds, leases, contracts and other important corporate documents; shall have
charge of the books, records and papers of the Corporation relating to its
organization and management as a Corporation; shall see that all reports,
statements and other documents required by law (except tax returns) are properly
filed; and shall in general perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors or the President.
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4.8 COMPENSATION. The Board of Directors shall have authority to fix the
compensation of all officers of the Corporation.
ARTICLE V
CAPITAL STOCK
5.1 CERTIFICATES. The shares of capital stock of the Corporation shall be
evidenced by certificates in forms prescribed by the Board of Directors and
executed in any manner permitted by law and stating thereon the information
required by law. Transfer agents and/or registrars for one or more classes of
shares of the Corporation may be appointed by the Board of Directors and may be
required to countersign certificates representing shares of such class or
classes. If any officer whose signature or facsimile thereof shall have been
used on a share certificate shall for any reason cease to be an officer of the
Corporation and such certificate shall not then have been delivered by the
Corporation, the Board of Directors may nevertheless adopt such certificate and
it may then be issued and delivered as though such person had not ceased to be
an officer of the Corporation.
5.2 LOST, DESTROYED AND MUTILATED CERTIFICATES. Holders of the shares of
the Corporation shall immediately notify the Corporation of any loss,
destruction or mutilation of the certificate therefor, and the Board of
Directors may in its discretion cause one or more new certificates for the same
number of shares in the aggregate to be issued to such shareholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in
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such form and amount and with such surety as the Board of Directors may require.
5.3 TRANSFER OF SHARES. The shares of the Corporation shall be
transferable or assignable only on the books of the Corporation by the holder in
person or by attorney on surrender of the certificate for such shares duly
endorsed and, if sought to be transferred by attorney, accompanied by a written
power of attorney to have the same transferred on the books of the Corporation.
The Corporation will recognize, however, the exclusive right of the person
registered on its books as the owner of shares to receive dividends and to vote
as such owner.
5.4 FIXING RECORD DATE. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or of shareholders entitled to receive payment of a dividend,
the date on which notices of the meeting are mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such
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determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof unless the Board of
Directors fixes a new record date, which it shall do if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 SEAL. The seal of the Corporation shall consist of a flat-faced
circular die, of which there may be any number of counterparts, on which there
shall be engraved the word "Seal".
6.2 FISCAL YEAR. The fiscal year of the Corporation shall end on such date
and shall consist of such accounting periods as may be fixed by the Board of
Directors.
6.3 CHECKS, NOTES AND DRAFTS. Checks, notes, drafts and other orders for
the payment of money shall be signed by such persons as the Board of Directors
from time to time may authorize. When the Board of Directors so authorizes,
however, the signature of any such person may be a facsimile.
6.4 AMENDMENT OF BY-LAWS. Unless proscribed by the Articles of
Incorporation, these By-laws may be amended or altered at any meeting of the
Board of Directors by affirmative vote of a majority of the number of Directors
fixed by these By-laws. The
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shareholders entitled to vote in respect of the election of Directors, however,
shall have the power to rescind, amend, alter or repeal any By-laws and to enact
By-laws which, if expressly so provided, may not be amended, altered or repealed
by the Board of Directors.
6.5 VOTING OF SHARES HELD. Unless otherwise provided by resolution of the
Board of Directors or of the Executive Committee, if any, the President may from
time to time appoint an attorney or attorneys or agent or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the vote
which the Corporation may be entitled to cast as a shareholder or otherwise in
any other corporation, any of whose securities may be held by the Corporation,
at meetings of the holders of the shares or other securities of such other
corporation, or to consent in writing to any action by any such other
corporation; and the President shall instruct the person or persons so appointed
as to the manner of casting such votes or giving such consent and may execute or
cause to be executed on behalf of the Corporation, and under its corporate seal
or otherwise, such written proxies, consents, waivers or other instruments as
may be necessary or proper in the premises. In lieu of such appointment the
President may himself attend any meetings of the holders of shares or other
securities of any such other corporation and there vote or exercise any or all
power of the Corporation as the holder of such shares or other securities of
such other corporation.
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ARTICLE VII
EMERGENCY BY-LAWS
The Emergency By-laws provided in this Article VII shall be operative
during any emergency, notwithstanding any different provision in the preceding
Articles of these By-laws or in the Articles of Incorporation of the Corporation
or in the Virginia Stock Corporation Act (other than those provisions relating
to emergency by-laws). An emergency exists if a quorum of the Corporation's
Board of Directors cannot readily be assembled because of some catastrophic
event. To the extent not inconsistent with these Emergency By-laws, the By-laws
provided in the preceding Articles shall remain in effect during such emergency
and upon the termination of such emergency the Emergency By-laws shall cease to
be operative unless and until another such emergency shall occur.
During any such emergency:
(a) Any meeting of the Board of Directors may be called by any officer of
the Corporation or by any Director. The notice thereof shall specify the time
and place of the meeting. To the extent feasible, notice shall be given in
accord with Section 2.4 above, but notice may be given only to such of the
Directors as it may be feasible to reach at the time, by such means as may be
feasible at the time, including publication or radio, and at a time less than
twenty-four hours before the meeting if deemed necessary by the person giving
notice. Notice shall be similarly given, to the extent feasible, to the other
persons referred to in (b) below.
(b) At any meeting of the Board of Directors, a quorum shall
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consist of a majority of the number of Directors fixed at the time by Article II
of the By-laws. If the Directors present at any particular meeting shall be
fewer than the number required for such quorum, other persons present as
referred to below, to the number necessary to make up such quorum, shall be
deemed Directors for such particular meeting as determined by the following
provisions and in the following order of priority:
(i) Vice-Presidents not already serving as Directors, in the order of
their seniority of first election to such offices, or if two or more shall have
been first elected to such offices on the same day, in the order of their
seniority in age;
(ii) All other officers of the Corporation in the order of their
seniority of first election to such offices, or if two or more shall have been
first elected to such offices on the same day, in the order of their seniority
in age; and
(iii) Any other persons that are designated on a list that shall have
been approved by the Board of Directors before the emergency, such persons to be
taken in such order of priority and subject to such conditions as may be
provided in the resolution approving the list.
(c) The Board of Directors, during, as well as before, any such emergency,
may provide, and from time to time modify, lines of succession in the event that
during such an emergency any or all officers or agents of the Corporation shall
for any reason be rendered incapable of discharging their duties.
(d) The Board of Directors, during, as well as before, any
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such emergency, may, effective in the emergency, change the principal office, or
designate several alternative offices, or authorize the officers so to do.
No officer, Director or employee shall be liable for action taken in good
faith in accordance with these Emergency By-laws.
These Emergency By-laws shall be subject to repeal or change by further
action of the Board of Directors or by action of the shareholders, except that
no such repeal or change shall modify the provisions of the next preceding
paragraph with regard to action or inaction prior to the time of such repeal or
change. Any such amendment of these Emergency By-laws may make any further or
different provision that may be practical and necessary for the circumstances of
the emergency.
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