PRECISION PATTERN, INC.
BY-LAWS
ARTICLE I. GOVERNMENT
Section 1. The government and control of the corporation shall be
vested in a Board of Directors.
ARTICLE II. OFFICES
Section 1. The principal office of the corporation shall be at 607
South Tracy, Wichita, Kansas and the registered office of the corporation
shall be at 607 South Tracy, Wichita, Kansas. The name of the registered
agent in charge thereof from and after the effective date of these By-Laws
shall be H. RUSSELL BOMHOFF.
ARTICLE III. CORPORATE SEAL
Section 1. The corporate seal of the corporation shall contain the full
corporate name of the corporation, with the location of the principal office
in the outer circle and the word "Seal" across the center.
ARTICLE IV. CONVEYANCES
Section 1. Any and all instruments of conveyance, deeds, assignments,
mortgages, pledges, releases, trust indentures, or other instruments of
conveyance, transfer, mortgage or pledge, when approved by the Board of
Directors, shall be deemed to be valid and sufficient when the same are
signed and executed in the name of the corporation (and acknowledged where
required) by the Chief Executive Officer, the President, the Chief Financial
Officer or any Vice President.
ARTICLE V. STOCKHOLDERS
Section 1. PLACE OF MEETING. All meetings of stockholders shall be
held at the principal office of the corporation or at the registered office
of the corporation in the State of Kansas or at such other places as may be
designated by the Board of Directors, either within or without the State of
Kansas.
Section 2. DATE OF ANNUAL MEETING. The annual meeting of the
stockholders after the year 1968, shall be held on the 4th Tuesday in
January, if not a legal holiday, and if a legal holiday, then on the second
secular day following at 10:30 a.m., when they shall elect a Board of
Directors and transact such other business as may properly be brought before
the meeting.
Section 3. QUORUM. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite, and shall constitute a quorum at all meetings of
the stockholders for the transaction of business, except as otherwise
provided by law, by the Articles of Incorporation, or by these By-Laws. If,
however, such majority shall not be personally present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat
present in person or by proxy shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until
the requisite amount of voting stock shall be present at such adjourned
meeting, and any business may be transacted which might have been transacted
at the meeting as originally notified.
Section 4. VOTING POWER AND WHO MAY VOTE. At
each meeting of the stockholders, each stockholder shall have the same voting
power in all corporate affairs, except as otherwise provided in the Articles
of Incorporation, and such shares may be voted in person or by proxy, but no
proxy shall be voted after three years from its date, unless such proxy
provides for a longer period. No shares of stock shall be voted at any
election for directors which shall have been transferred on the books of the
corporation within twenty (20) days next preceding such election of directors.
Section 5. VOTE BY FIDUCIARY AND PLEDGEE. Persons or corporations
holding stock in a fiduciary capacity shall be entitled to vote the shares so
held by them either in person or in the case of a corporation by an officer
thereof, or by proxy, and persons whose stock is pledged shall be entitled to
vote unless in the transfer by the pledgor on the books of the corporation he
shall have expressly empowered the pledgee to vote thereon, in which case only
the pledgee or his proxy shall represent the stock and vote thereon.
Section 6. CUMULATIVE VOTING. At all elections of directors, each
stockholder shall be entitled to as many votes as shall equal the number of
his shares of stock multiplied by the number of directors to be elected, and
he may cast all of such votes for a single director or he may distribute them
among the number to be voted for, or any two or more of them, as he may see
fit.
Section 7. VOTE TAKEN BY BALLOT, VIVA VOCE OR BY SHOWING OF HANDS. All
elections of directors, and the vote upon any other question, except as
otherwise provided by law, or unless otherwise provided by resolution by the
Board of Directors, may be had by
ballot, viva voce, or by showing of hands, unless a stockholder at least five
(5) days prior to the date of any meeting, or the election of directors,
requests in writing a vote by ballot, and then the election of directors shall
be by ballot.
Section 8. NOTICE OF ANNUAL MEETING. Written notice of the annual meeting
shall be mailed by the Secretary, or an Assistant Secretary, to each stockholder
entitled to vote thereat, at such address as appears on the stockbook of the
corporation, at least ten (10) days prior to the date of meeting, unless such
notice is waived in writing.
Section 9. VOTING LIST OF STOCKHOLDERS, PREPARATION, INSPECTION. It
shall be the duty of the Secretary, who shall have charge of the stock ledger
of the corporation, to prepare and make, at least ten (10) days before every
election of directors, a complete list of the stockholders entitled to vote
at such election, arranged in alphabetical order. Such list shall be open at
the place where said election is to be held, for said ten (10) days to the
examination of any stockholders, and shall be produced and kept at the time
and place of election during the whole time thereof, and subject to the
inspection of any stockholder who may be present. The original or duplicate
stock ledger shall be the only evidence as to who are the stockholders
entitled to examine such list or the books of the corporation, or to vote in
person or by proxy at such election. The original or duplicate stock ledger
containing the names and addresses of the stockholders, and the number of
shares held by them respectively, shall, at all times during the usual hours
for business, be open to the examination of every stockholder, at its
principal place of business in the State of Kansas.
Section 10. SPECIAL MEETINGS. Special meetings
of the stockholders for any purpose or purposes, unless otherwise prescribed by
statute, may be called by the President, or a majority of the Board of
Directors; and shall be called by the President or Secretary, at the request in
writing of the stockholders owning twenty percent (20%) in the 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.
Section 11. BUSINESS TRANSACTED. Business transacted at all special
meetings shall be confined to the object stated in the call.
Section 12. NOTICE OF SPECIAL MEETING. Written notice of all special
meetings of the stockholders, stating the time and place and object thereof,
shall be mailed, postage prepaid at least five (5) days before such meeting, to
each stockholder entitled to vote thereat, at such address as appears on the
books of the corporation, unless notice is waived in writing, or unless actually
present at such meeting.
Section 13. INSPECTION OF RECORDS. Every stockholder shall have the right
to examine in person, or by agent or attorney, at any reasonable time, for any
reasonable purposes, the By-Laws, stock register, books of account and records
of the proceedings of the stockholders and directors, and to make copies of, or
extracts of, the same, and at their sole expense.
ARTICLE IV. DIRECTORS.
Section 1. NUMBER AND QUALIFICATION. The number of Directors of the
corporation shall be not less than three and not more than seven, as the Board
of Directors may from time to time determine (and such directors need not be
stockholders). The corporation shall initially have three directors which
number shall be maintained unless at an annual meeting of the stockholders of
the corporation, resolutions are adopted calling for the election of a
different number. Directors shall be elected at the annual meeting of the
stockholders and each director shall be elected to serve for one year and
until his successor shall be elected and qualified. A director shall be
deemed qualified as such when he shall have filed a written acceptance of his
election to the office.
Section 2. QUORUM. A majority of the directors shall constitute a quorum
for the transaction of business. The act of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.
Section 3. PLACE OF MEETING. The directors may hold their meetings at
the principal office of the corporation or at the registered office of the
corporation, or at such other places as they may from time to time determine,
either within or without the State of Kansas.
Section 4. COMPENSATION OF DIRECTORS. Directors, as such shall not
receive any stated salary for their services, but by resolution of the Board of
Directors, a fixed sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board of Directors;
provided, that nothing herein shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
Section 5. ANNUAL MEETING OF THE BOARD. The annual meeting of the Board
of Directors shall be held immediately following the annual stockholders'
meeting, or at such other time as may be fixed by the consent in writing of all
the directors and at such place as may
be fixed by consent, in writing, of all the directors; provided, however, that
in the event the consent in writing is not obtained of all the directors, the
annual meeting shall be held at the same place as the annual meeting of the
stockholders, and immediately following the annual stockholders' meeting.
Section 6. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice, at such time and place as shall from time to time be
determined by the Board of Directors.
Section 7. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the president, or by a majority of the Board of Directors, on
three (3) days notice to each director, either personal, or by mail, or by
telegram.
Section 8. RESIGNATION OF DIRECTORS AND FILLING VACANCIES. Any director
or officer of the Corporation may resign upon filing a written resignation with
the secretary of the company, and such resignation shall become effective when
so filed, unless some other effective date is set forth in the resignation.
Vacancies in the Board of Directors shall be filled by a majority of the
remaining directors., though less than a quorum remains, and any directors so
chosen to fill vacancies shall hold office until the next annual election or
until successors have been duly elected and qualified, or unless their term of
office is terminated by resignation.
ARTICLE VII. OFFICERS.
Section 1. DESIGNATED OFFICERS. The officers of the corporation shall
be chosen by the Board of Directors, and shall be a Chief Executive Officer,
a President, a Chief Financial Officer, one or more Vice Presidents,
Secretary and Treasurer. The Secretary and Treasurer may or
may not be the same person; and a Vice President may hold the office of Vice
President and Secretary, or Vice President and Treasurer, but not the offices of
vice President, Secretary and Treasurer.
Section 2. OTHER OFFICERS. The corporation may have such other officers
and agent as may, from time to time, be determined and appointed by the Board of
Directors and for such term as the Board of Directors may determine.
Section 3. TERM AND QUALIFICATION OF OFFICERS. The officers of the
corporation, except as provided in Section 2 of this Article, shall hold
their office until the next annual meeting of the Board of Directors or until
their successors are chosen and qualified, unless their respective terms of
office have been terminated by resignation in writing, duly filed in the
office of the Secretary of the corporation. The President, Vice Presidents,
Secretary and Treasurer shall be chosen from the members of the Board of
Directors.
Section 4. SALARIES. The salaries of the officers or agents of the
corporation shall be fixed by the Board of Directors.
Section 5. REMOVAL OF OFFICERS. 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 entire Board of Directors.
Section 6. PRESIDENT. The President shall be the chief executive
officer of the corporation; he shall preside at all meetings of the
stockholders and directors; he 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. When authorized by the Board of Directors, he shall execute
contracts, bonds, mortgages, deeds and other instruments requiring the signature
of the corporation, and when the corporate seal is required, shall cause the
same to be affixed to any instrument requiring it, when so affixed, it shall be
attested by the signature of the secretary.
Section 7. VICE PRESIDENT. 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
prescribe.
Section 8. SECRETARY. The Secretary shall attend all sessions of the
Board of Directors, and all meetings of the stockholders, and record all votes,
and the minutes of all proceedings in a book to be kept for that purpose; and
shall perform like duties for the Board of Directors. He shall give, or cause to
be given, notice of all meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors, under whose supervision he shall be.
Section 9. ASSISTANT SECRETARY. The Board of Directors may appoint an
Assistant Secretary for such term as the Board of Directors may desire, and such
Assistant Secretary may in the absence or disability of the Secretary, perform
the duties and exercise the powers of Secretary, and perform such other duties
as the Board of directors shall prescribe.
Section 10. TREASURER. The Treasurer shall have such duties as may be
prescribed by the Board of Directors.
Section 11. ASSISTANT TREASURER. The Board of
Directors may appoint an Assistant Treasurer for such term as the Board of
Directors may desire, and such Assistant Treasurer may in the absence or
disability of the Treasurer, perform the duties and exercise the powers of
Treasurer, and perform such other duties as the Board of Directors shall
prescribe.
Section 12. VACANCIES WORK NO DISSOLUTION -- FILLING OF VACANCIES. The
failure to elect any officers or directors shall not dissolve the corporation.
In the event of the failure to elect annually any officers or directors, or in
the event of any vacancy occurring, either by death, resignation, removal or
otherwise, in the Board of Directors, or of any officer, the remaining directors
or officers shall have the power to act and carry on the business of the
corporation until such time as the vacancy is filled as provided in Section 8 of
Article VI as pertains to vacancies in the Board of Directors. In the event of
vacancies occurring as to any officer, or registered agent, one or more, by
reason of death, resignation, retirement, disqualification, removal from office
or otherwise, the remaining members of the Board of Directors, by a majority
vote, may choose a successor, or successors, who shall hold office for the
unexpired term in respect to which such vacancy occurred.
ARTICLE VIII. CAPITAL STOCK.
Section 1. CERTIFICATES. The certificates of stock of the corporation shall
have the name of the company, the authorized capital stock, the principal place
of business of the corporation thereon, shall be numbered consecutively, and
shall be entered on the books of the corporation as they are issued. They shall
exhibit the holder's name, the number of shares, and shall be signed by
the President, or a Vice President, and by the Secretary and under the seal of
the corporation.
Section 2. TRANSFER OF STOCK. The shares of stock shall be deemed
personal property and transferrable on the books of the corporation only by
the person named in the certificate, or by an attorney lawfully constituted
in writing, and upon surrender of the certificate therefor. Whenever any
transfer of shares shall be made for collateral security and not absolutely,
it shall be so expressed in the entry of the transfer.
Section 3. CLOSING OF TRANSFER BOOKS. The Board of Directors may close
the stock transfer books of the corporation for a period not exceeding fifty
(50) days preceding the effective date of (a) any meeting of the
stockholders, or (b) any payment of any dividends, or (c) any allotment of
rights, or (d) any change or conversion or exchange of capital stock;
provided, however, that in lieu of closing the transfer books the Board of
Directors are authorized to fix in advance a date not exceeding fifty (50)
days preceding the effective date of any of the above enumerated
transactions, and in such case, such stockholders, and only such stockholders
as shall be stockholders of record on the date so fixed, shall be entitled to
receive notice of any such transactions, or to participate in any such
transactions, notwithstanding any transfer of any stock on the books of the
corporation after such record date fixed as aforesaid.
Section 4. LOST OR DESTROYED STOCK CERTIFICATES. A new certificate of
stock may be issued in the place of any certificate heretofore issued by it,
alleged to have been lost or destroyed, upon the holder thereof, or his legal
representative, giving the corporation a bond sufficient to indemnify the
corporation against any
claim that may be made against it on account of the alleged loss of any such
certificates; such bond to be in the amount as may be authorized and approved by
the Board of Directors; provided, however, that such new certificate may be
issued without requiring any bond when in the judgment of the directors it is
proper to so do.
ARTICLE IX. MISCELLANEOUS.
Section 1. ORDER OF BUSINESS AT STOCKHOLDERS' MEETING. At any and all
meetings of stockholders, whether annual or special, the following order of
business shall be substantially observed so far as consistent with the purposes
of the meeting:
(a) Proof of Notice of
Meeting
(b) Report as to Quorum
(c) Reading of minutes of
Preceding Meeting
(d) Report of President
(e) Report of Treasurer
(f) Election of Directors
(g) Unfinished Business
(h) New Business
Provided, however, that the order of business may be changed by an affirmative
vote of a majority of the stockholders present.
Section 2. ORDER OF BUSINESS AT BOARD OF DIRECTORS' MEETING. The order of
business at any meeting of the Board of Directors shall be substantially as
follows, so far as is consistent with the purposes of the meeting, to-wit:
(a) Proof of Notice (if
a special meeting)
(b) Reading of Minutes of
last meeting
(c) Report of Officers or
Committees
(d) Election of Officers
(e) Unfinished Business
(f) New business
Provided, however, that the order of business may be changed by an
affirmative vote of a majority of the directors present.
Section 3. EXECUTION OF CHECKS, DEMANDS FOR MONEY OR NOTES. All
funds of the company shall be deposited in a bank or financial institution
designated by the Board of Directors and all checks or demands for money or
notes of the corporation shall be signed by such officer or officers of the
corporation as the Board of Directors may from time to time designate.
Section 4. FISCAL YEAR. The fiscal year of the corporation shall be
such as may from time to time be determine by the Board of Directors.
Section 5. DIVIDENDS. Dividends upon the capital stock of the
corporation when earned may be declared by the Board of Directors at any
regular or special meeting out of (a) net assets in excess of its capital as
computed in accordance with the provisions of the general corporation code of
Kansas, or (b) net profits for the fiscal year then current, or the preceding
fiscal year in case there be no such excess as mentioned in (a) above.
Section 6. NOTICES. Whenever under the provisions of these By-Laws
notice is required to be given any director,
officer or stockholder, it shall not be construed to mean personal notice,
but such notice may be given in writing, by mail, by depositing the same in
the post office in a postpaid sealed wrapper, addressed to such stockholder,
officer or director, at such address as appears on the books of the
corporation, or in default of other address, to such director, officer or
stockholder at the general post office in the City of Wichita, Kansas, and
such notice shall be deemed to be given at the time when the same shall be
thus mailed. Notice to be given to directors may likewise be given as
otherwise provided by the By-Laws.
Any stockholder, director or officer may waive any notice required to be
given under these By-Laws.
Section 7. There shall be reserved to the corporation the first
right to purchase and acquire the stock of a selling stockholder before sale
to a stockholder or non-stockholder of the corporation. If the corporation
does not desire to purchase the stock then the stock shall be offered to
existing stockholders on a pro rata basis. Should any stockholder decide not
to take any such stock, then the stock may be pro-rated between the
stockholders desiring to purchase the stock.
If any stock is issued other than in the original issue of stock from
the authorized capital of the corporation that stock shall first be offered
to existing stockholders on a pro-rata basis under the same terms as for
stock being sold by a stockholder of the corporation.
ARTICLE X. AMENDMENTS.
Section 1. These By-Laws may be altered, repealed or amended by the
Board of Directors, subject to the power of the stockholders to amend, alter
or repeal the
By-Laws; provided, however, that notice of any such amendment of the By-Laws
by the Board shall be given to each stockholder having voting rights within
ten (10) days after the date of such amendment by the Board; provided,
however, that the failure to give notice shall not invalidate any such
amendment, alteration or repeal of the By-Laws.
Adopted by the incorporators at the first meeting of the incorporators
duly held on 1st day of November, 1968.
/s/ Elgeva I. Bomhoff
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Secretary