EXHIBIT 3.12
AMENDED AND RESTATED
BYLAWS
OF
BARNES MACHINE, INC.
ARTICLE 1. OFFICES
The address of the principal office of the corporation shall be the address
of its corporate offices from time to time in the State of Washington. The
corporation may have other offices, either within or without the State of
Washington, as the Board of Directors (the "Board") may designate or as the
business of the corporation may require.
ARTICLE 2. SHAREHOLDERS
2.1 ANNUAL MEETING. The annual meeting of the shareholders shall be held
the third Thursday in May in each year at 7:00 p.m. for electing directors and
transacting other business. If the day fixed for the annual meeting is a legal
holiday at the place of the meeting, the meeting shall be held on the next
succeeding business day. If the election of directors is not held on the day
designated for the annual meeting, or at any adjournment thereof, the election
shall be held at a special meeting of the shareholders called as soon thereafter
as practicable.
2.2 SPECIAL MEETINGS. The Chairman of the Board, President or the Board may
call a special meeting of the shareholders for any purpose. At the request of
the holders of not less than one-tenth of all of the outstanding shares entitled
to vote at the meeting, the Chairman of the Board or President shall call a
special meeting of the shareholders.
2.3 PLACE OF MEETING. All meetings shall be held at the principal office of
the corporation or at such other place within or without the State of Washington
designated by the Board or by a waiver of notice signed by all of the
shareholders entitled to vote at the meeting.
2.4 NOTICE OF MEETING. The Chairman of the Board, President or Board when
calling an annual or special meeting of shareholders shall cause to be delivered
to each shareholder entitled to vote at the meeting either personally or by mail
not less than 10 nor more than 50 days before the meeting written notice stating
the place, day and hour of the meeting, and in the case of a special meeting,
the purpose or purposes for which the meeting is called.
2.5 QUORUM. A majority of the outstanding shares entitled to vote shall
constitute a quorum at a shareholders' meeting. If less than such a majority is
represented, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At an
1
adjourned meeting at which a quorum is present, any business may be transacted
that might have been transacted at the meeting as originally notified. The
shareholders present at any duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
2.6 PROXIES. At all shareholders' meetings a shareholder may vote by proxy
executed in writing by the shareholder or by his attorney in fact. Such proxy
shall be filed with the corporate Secretary before or at the time of the
meeting. A proxy shall be invalid eleven months after its execution, unless
otherwise provided in the proxy.
2.7 VOTING OF SHARES. Each outstanding share shall be entitled to one vote
upon each matter submitted to a vote of the shareholders.
ARTICLE 3. BOARD OF DIRECTORS
3.1 GENERAL POWERS. The business of the corporation shall be managed by the
board.
3.2 NUMBER, TENURE AND QUALIFICATIONS. The Board shall be composed of four
(4) directors, who need not be shareholders. Each director shall hold office
until the next annual meeting and until his successor is elected and qualified,
unless he resigns or is removed. The number of directors may be changed by
amending the bylaws, but no decrease shall shorten the term of any incumbent
director.
3.3 REGULAR MEETINGS. A regular Board meeting shall be held without notice
immediately after and at the same place as the annual meeting of shareholders.
By amending these Bylaws, the Board may provide for holding additional regular
meetings either within or without the State of Washington without notice other
than such amendment.
3.4 SPECIAL MEETINGS. Special Board meetings may be called by the President
or any two directors and any place may be fixed as the place for holding such
special Board meeting.
3.5 NOTICE. Written notice of each special Board meeting shall be delivered
personally, telegraphed or mailed to each director at his business address at
least 2 days before the meeting. It shall be deemed to be delivered when the
notice is delivered to the telegraph company or is properly mailed in the United
States Mails. The attendance of a director shall constitute a waiver of notice
except where a director attends to expressly object to any business because the
meeting is not lawfully convened. Neither the business nor the purpose of any
regular or special Board meeting need be specified in the notice or waiver of
notice.
2
3.6 QUORUM. A majority of the directors shall constitute a quorum at any
Board meeting, unless otherwise provided herein. If less than such majority be
present, a majority of the directors present may adjourn the meeting from time
to time without further notice.
3.7 MANNER OF ACTING. A majority vote of the directors present at a meeting
at which there is a quorum shall be the act of the Board, unless otherwise
provided herein.
3.8 COMPENSATION. By Board resolution, directors may be paid their expenses
or a fixed sum for attending each Board meeting or a salary as a director or any
combination thereof. No such payment shall preclude a director from serving in
another capacity and receiving compensation therefor.
3.9 VACANCIES. Any vacancy on the Board may be filled by the majority vote
of the remaining directors, even if less than a quorum. A director so elected
shall serve for the unexpired term of his predecessor in office. Any
directorship from an increase in the number of directors shall be filled by
election at an annual or a special shareholders' meeting called for that
purpose.
ARTICLE 4. OFFICERS
4.1 NUMBER. The officers of the corporation shall be a Chairman of the
Board; President; none, one, or more Vice Presidents as the Board may decide to
elect; a Secretary; and a Treasurer; each of whom shall be elected by the Board.
Other necessary officers and assistant officers may be elected or appointed by
the Board. Any two or more offices may be held by the same person.
4.2 ELECTION AND TERM OF OFFICE. The officers of the corporation shall be
elected annually at the Board meeting held after the annual meeting of the
shareholders or as soon thereafter as a Board meeting may conveniently be held.
Each officer shall hold office until the next annual meeting and until his
successor is elected and qualified, unless he resigns or is removed.
4.3 SALARIES. Officers' salaries and other fringe benefits, if any, shall
be fixed by the Board. An officer may receive a salary and also be a director.
4.4 CHAIRMAN OF THE BOARD. The Chairman of the Board, subject to the
control of the Board of Directors, shall have general charge and control of all
its business and affairs and shall have all powers and shall perform all duties
incident to the office of Chairman of the Board. The Chairman shall preside at
all meetings of the stockholders and at all meetings of the Board of Directors
and shall have such other powers and perform such other duties as may from time
to time be assigned by these Bylaws or by the Board of Directors.
3
4.5 PRESIDENT. The President, subject to the control of the Board of
Directors shall supervise and control the corporation's operations and shall
have all powers and perform all duties incident to the office of President. In
the absence of the Chairman of the Board, the President shall preside at all
meetings of shareholders and at all meetings of the Board of Directors and shall
have such other powers and perform such other duties as may from time to time be
assigned by these Bylaws or by the Board of Directors or the Chairman of the
Board.
4.6 THE SECRETARY. The Secretary shall: (a) keep the minutes of
Shareholders' and Board meetings; (b) see that all notices are duly given in
accordance with these Bylaws or as required by law; (c) be custodian of the
corporate records seal of and affix the corporate seal on duly authorized
documents; (d) sign duly authorized certificates for shares of the corporation;
(e) maintain the stock transfer books and a register of the post office address
of each shareholder; and (f) perform all duties incident to the office and such
other duties as may be assigned by the President or the Board.
4.7 THE TREASURER. The Treasurer shall have custody of and be responsible
for all funds and securities of the corporation; receive and give receipts for
any moneys payable to the corporation and deposit all such moneys in the name of
the corporation in such banks or other depositories as shall be selected in
accordance with these Bylaws, and generally perform the duties incident to the
office and such other duties as may be assigned by the President or the Board.
The Board may require the Treasurer to give a bond for the faithful discharge of
his duties.
ARTICLE 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1 CONTRACTS. The Board may authorize any officer or agent to enter into
any contract or execute and deliver any Instrument in the name of and on behalf
of the corporation, and such authority may be general or confined to specific
instances.
5.2 LOANS. No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board. Such authority may be general or confined to specific
instances.
5.3 LOANS TO OFFICERS AND DIRECTORS. No loans shall be made by the
corporation to its officers or directors, unless first approved by the holders
of two-thirds of the shares, and no loans shall be made by the corporation
secured by its shares.
4
ARTICLE 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 CERTIFICATES FOR SHARES. Certificates representing shares shall be
signed by the President or the Vice President and by the Secretary and shall
include on their face written notice of any restrictions imposed by the Board on
the transfer of such shares.
6.2 RECORDS OF CERTIFICATES. All certificates shall be consecutively
numbered or otherwise identified. The name and address of each shareholder, the
number of shares and date of issue shall be entered on the stock transfer books.
All the certificates surrendered for transfer shall be canceled and no new
certificate shall be issued until the former certificate is surrendered and
canceled, except upon such terms and indemnity to the corporation as the Board
may require.
6.3 TRANSFER OF SHARES. Transfer of shares shall be made only on the stock
transfer books by the holder of record or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney in fact
authorized by power of attorney duly executed and filed with the corporation.
ARTICLE 7. FISCAL YEAR
The fiscal year of the corporation shall be established when the
corporation files its first income tax return with the Internal Revenue Service.
ARTICLE 8. SEAL
The seal of this corporation shall consist of its name and the state and
year of its incorporation.
ARTICLE 9. WAIVER OF NOTICE
Whenever any notice is required to be given to any shareholder or director
under these Bylaws or the Articles of Incorporation or is required by law, a
written waiver thereof, signed by the persons entitled to such notice either
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.
ARTICLE 10. ACTION WITHOUT A MEETING
Any action which may be taken at a meeting of the shareholders or of the
Board may be taken without a meeting if a written consent setting forth the
action to be taken is signed by all the shareholders entitled to vote on such
action (for an action by the shareholders) or by each of the directors (for an
action by the Board).
5
ARTICLE 11. INDEMNIFICATION
To the full extent permitted by law the corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any civil,
criminal, administrative or investigative action, suit or proceeding (whether
brought by or in the right of the corporation or otherwise) by reason of the
fact that he is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another
corporation, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding; and the Board of Directors may, at any
time, approve indemnification of any other person which the corporation has the
power to indemnify by law. The indemnification provided by this section shall
not be deemed exclusive of any other rights to which a person may be entitled as
a matter of law or by contract.
ARTICLE 12. AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board.
6
SECRETARY'S CERTIFICATE OF ADOPTION OF
AMENDED AND RESTATED BYLAWS
OF
BARNES MACHINE, INC.
I, the undersigned, do hereby certify:
1. That I am the duly elected, qualified, and acting Secretary of
the above-named Corporation.
2. That the foregoing Amended and Restated Bylaws were adopted by
the Board of Directors as the Bylaws of said Corporation
effective as of the 30 th day of April, 1999.
IN WITNESS WHEREOF, I have hereunto set my hand effective this 30th
day of April 1999.
/s/ DOUGLAS B. SOLOMON
-----------------------
Douglas B. Solomon
Secretary
7