EXHIBIT 3.16
AMENDED AND RESTATED
BYLAWS
OF
PACIFIC HILLS MANUFACTURING CO.
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. 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 California.
Section 2. OTHER OFFICES. The corporation may also have other offices at
such places within or without the State of California as the Board of Directors
may from time to time determine.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of shareholders, for the
purpose of electing a Board of Directors, electing officers and for the
transaction of any other business relating to the affairs of the Corporation
which may come before the meeting, shall be held annually on such date as shall
be designated by the Board of Directors or, in the absence of action by the
Board of Directors, by the Chairman of the Board of Directors (if one there be)
or by the President.
Section 2. SPECIAL MEETINGS. Special meetings of shareholders may be called
at any time by the Chairman of the Board of Directors (if one there be), or by
the President, or in the absence or disability of the President by a Vice
President, and shall be called by the president upon the written request of a
majority of Directors. Upon the written request of not less than one-tenth of
the voting power of all shares entitled to vote at the meeting, the President
shall call a special shareholders' meeting for the purposes specified in such
request and cause notice thereof to be given. If the President shall not, within
fifteen days after the receipt of such request, so call such meeting, such
shareholders may call the same.
Section 3. PLACE OF MEETING. Each annual or special meeting of shareholders
shall be held at such place within or without the State of California, as the
Board of Directors, or in the absence of action by the Board of Directors, the
Chairman of the Board of Directors (if one there be), or the President may
designate. In the absence of such designation with respect to any such meeting,
it shall be held at the principal office of the Corporation in the State of
California.
Section 4. NOTICE OF MEETING. A notice in writing of each meeting of
shareholders, stating the place, day and hour of the meeting and the general
purpose or purposes for which it is called, shall be given by or at the
direction of the Secretary or the officer or persons calling the meeting to each
shareholder of record entitled to vote at the meeting, by leaving such notice
with him or at his residence or usual place of business, or by mailing a copy
thereof addressed to him at his last known post office address as last shown on
the stock records of the Corporation, postage prepaid, not less than seven (7)
days nor more than fifty (50) days before the date of the meeting. If notice is
duly given by mail, the day on which the notice is deposited in the mail shall
be deemed the day on which the notice is given.
Section 5. QUORUM. At any meeting of shareholders the holders of a majority
of the voting power of all shares entitled to vote at the meeting, present in
person or by proxy, shall constitute a quorum, except where otherwise provided
by law, the Certificate of Incorporation or these By-laws. In the absence of a
quorum, the holders of a majority of the voting power of the shares entitled to
vote, present at the meeting in person or by proxy, may adjourn the meeting from
time to time without further notice until a quorum shall be present, and
thereupon any business may be transacted which might have been transacted at the
meeting as originally called.
At any duly held meeting of shareholders at which a quorum is present, the
holders of the shares entitled to vote at the meeting, present in person or by
proxy, may continue to do business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum,.
Section 6. VOTING. Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, unless and except to the extent that voting rights of shares of
any class are increased, limited or denied by the Certificate of Incorporation.
All voting at meetings of shareholders shall be by voice vote, except where a
vote by ballot is required by law or is determined to be appropriate by the
officer presiding at such meeting.
When a quorum is present at any duly held meeting of shareholders, the
affirmative vote of the holders of a majority of the voting power of the shares
entitled to vote on the subject matter, present in person or by proxy, shall be
the act of the shareholders, except where otherwise provided by law, the
Certificate of Incorporation or these By-laws.
Every shareholder entitled to vote may do so in person or by one or more
agents authorized by a written proxy executed by him.
Section 7. ACTION WITHOUT MEETING. Any action which may be taken at a
meeting of shareholders may be taken without a meeting by consent in writing,
setting forth the action so taken or to be taken, signed by all of the persons
who would be entitled to vote upon such action at a meeting, or by their duly
authorized attorneys. Such consent shall be filed in the corporate minute book
and shall have the same effect as a unanimous vote at a shareholders' meeting.
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ARTICLE III
DIRECTORS
Section 1. GENERAL POWERS. The business, property and affairs of the
Corporation shall be managed by its Board of Directors, which may exercise all
the powers of the Corporation except such as are by law, the Certificate of
Incorporation or these By-laws expressly conferred on or reserved to the
shareholders.
The Board of Directors shall have authority to fix the fees of Directors,
including reasonable allowance for expenses actually incurred in connection with
their duties.
Section 2. NUMBER AND TERM OF OFFICE. The number of Directors of the
Corporation shall be not less than three (3) nor more than five (5), except
that, where all the issued and outstanding shares are owned beneficially and of
record by less than three (3) shareholders, the number may be less than three
(3), but not less than the number of shareholders. The number of Directors
within these limits shall be fixed by resolution of the shareholders, such
number of directors being referred to in these By-laws as the number of
directorships. Directors shall be elected at each annual meeting of shareholders
or the next regular meeting of the Board of Directors and until their successors
have been elected and shall qualify.
Section 3. RESIGNATION OF DIRECTORS. The resignation of a Director shall be
effective immediately upon its receipt by the Corporation if no time is
specified, or at such later time as may be specified in the resignation. In the
case of a resignation to take effect at a date later than the receipt thereof by
the Corporation, appropriate action to elect a successor to take office when the
resignation becomes effective may be taken at any time after such receipt in the
same manner as though such resignation were effective on receipt.
Section 4. REMOVAL OF DIRECTORS. At any special meeting of shareholders
called for that purpose any Director may be removed from office with or without
cause at any time, regardless of the term for which he had been elected, by the
affirmative vote of the holders of a majority of the voting power of all shares
then having the right to vote for the election of Directors.
Section 5. VACANCIES. In case of any vacancy in the Board of Directors by
reason of death, resignation, removal or failure of the shareholders to elect as
many Directors as the number of directorships fixed by them, the remaining
Directors, though less than a quorum, by the concurring vote of a majority of
such remaining Directors may elect a successor to hold office until his
successor has been elected.
Section 6. ORGANIZATION MEETINGS. The Board of Directors may meet for the
purpose of organization, for the election of officers and for the transaction of
other business immediately following the adjournment of the annual meeting of
shareholders, and, if a quorum be then present, no prior notice of such meeting
shall be required; provided, that the organization meeting of the Board of
Directors may be called in the same manner as a special meeting.
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Section 7. REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of
Directors may be held at such time and places within or without the State of
Connecticut as the Board of Directors may determine.
Special meetings of the Board of Directors may be called by the Chairman of
the Board of Directors (if one there be) or by the President, and shall be
called upon the written request of a majority of the Directors. Each special
meeting shall be held at such time and place within or without the State of
Connecticut as shall be designated in the call of the meeting.
Section 8. NOTICE OF MEETINGS. No notice need be given of regular meetings
of the Board of Directors held at the time and place designated by the Board of
Directors. Special meetings of the Board of Directors may be held on such
notice, written or oral, as may be reasonable under the circumstances. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice of such
meeting unless required by law, the Certificate of Incorporation or these
By-laws.
Section 9. QUORUM. A majority of the number of directorships fixed by the
shareholders shall constitute a quorum for the transaction of business;
PROVIDED, HOWEVER, that if there be an even number of directorships, one-half of
the number of directorships shall constitute a quorum; and PROVIDED, FURTHER,
that if there are less than three directorships, the entire board shall
constitute a quorum. The act of a majority of the Directors present at any
meeting at which a quorum is present at the time of the act shall be the act of
the Board of Directors, unless the act of a greater number is required by law,
the Certificate of Incorporation or these By-laws. In the absence of a quorum a
majority of the Directors present at any meeting may adjourn the meeting from
time to time without further notice until a quorum shall be present.
Section 10. ACTION WITHOUT MEETING. If all of the Directors severally or
collectively consent in writing to any action taken or to be taken by the
Corporation, and the number of such Directors constitutes a quorum for such
action, such action shall be as valid corporate action as though it had been
authorized at a meeting of the Board of Directors. The Secretary shall file such
consent or consents with the minutes of the meetings of the Board of Directors.
ARTICLE IV
OFFICERS, AGENTS AND ATTORNEYS
Section 1. OFFICERS. The officers of the Corporation shall be a Chairman of
the Board of Directors, if the Board of Directors so determines, and a
President, a Secretary and a Treasurer, all of whom shall be elected by the
shareholders or by the Board of Directors. The shareholders or the Board of
Directors may also elect or may authorize the appointment of such additional
officers, including but not limited to one or more Vice Presidents, Assistant
Secretaries, and Assistant Treasurers, as in its judgment may be necessary or
advisable. Any number of offices may be held by the same person. The election or
appointment of an officer for a given term shall not of itself create contract
rights.
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Section 2. POWERS AND DUTIES OF OFFICERS. The Chairman of the Board of
Directors (if one there be) when present shall preside at all meetings of
shareholders and of the Board of Directors. In the absence of the Chairman of
the Board of Directors, or if there shall be no Chairman of the Board of
Directors, the President shall preside at all such meetings.
The officers of the Corporation shall have such powers and duties as
customarily appertain or are incident to their respective offices and, in
addition, such powers and duties as the shareholders or the Board of Directors
may from time to time confer and designate.
Section 3. BONDS. Every officer, agent or employee of the Corporation may
be required, in the discretion of the shareholders or the Board of Directors, to
give bond, in such sum and with such sureties as shall be satisfactory to the
shareholders or the Board of Directors, for the faithful performance of his
duties.
Section 4. RESIGNATION OF OFFICERS. The resignation of an officer shall be
effective immediately upon its receipt by the Corporation if no time is
specified, or at such later time as may be specified in the resignation. In the
case of a resignation to take effect at a date later than the receipt thereof by
the Corporation, appropriate action to elect a successor to take office when the
resignation becomes effective may be taken at any time after such receipt in the
same manner as though such resignation were effective on receipt.
Section 5. REMOVAL OF OFFICERS. Offices may be removed from office, with or
without cause, by the affirmative vote of a majority of all of the shareholders
or the Directors, but without prejudice to their contract rights, if any.
Section 6. VACANCIES. All vacancies among the officers from whatsoever
cause may be filled by the shareholders or the Board of Directors.
Section 7. AGENTS AND ATTORNEYS. The Board of Directors may appoint such
agents and attorneys with such powers and to perform such acts and duties on
behalf of the Corporation as the Board of Directors may determine.
ARTICLE V
SHARES AND SHAREHOLDERS
Section 1. CERTIFICATES. Every shareholder shall be entitled to a
certificate or certificates certifying the number and class of shares owned by
him in the Corporation. Each such certificate may be under seal, or facsimile
seal, of the Corporation and shall be signed by the Chairman of the Board or the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer of the Corporation.
Section 2. HOLDERS OF RECORD. The Corporation shall be entitled to treat
the holder of record of any share or shares as the owner and holder thereof in
fact, and shall not be bound to
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recognize any equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it has actual or other notice
thereof, except as and to the extent otherwise provided by law.
Section 3. TRANSFERS. Shares shall be transferable on the records of the
Corporation by the holder of record thereof, or by his attorney thereunto duly
authorized, upon the surrender and cancellation of a certificate or certificates
f or a like number of shares of the same class with such proof of the
authenticity of the signature of such holder or of such attorney and such proof
of the authority of such attorney as the Corporation or its transfer agent,
transfer clerk or registrar may reasonably require.
Section 4. RECORD DATE. The Board of Directors by resolution may fix a date
as the record date for the purpose of determining the shareholders entitled to
notice of and to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive payment of any dividend or other distribution, or for any
other purpose, such date in any case to be not earlier than the date such action
is taken by the Board of Directors and not more than seventy days (70), and in
case of a meeting of shareholders not less than ten (10) full days, immediately
preceding the date on which the particular event requiring such determination of
shareholders is to occur. If no record date is so fixed, the date on which
notice of a meeting is mailed shall be the record date for the determination of
shareholders entitled to notice of and to vote at such meeting and the date on
which the resolution of the Board of Directors declaring such dividend or other
distribution is adopted shall be the record date for the determination of
shareholders entitled to receive payment of such dividend or other distribution.
Shareholders actually of record at a record date shall be the only shareholders
entitled to receive notice of or to vote at the meeting, or receive the dividend
or other distribution, or otherwise participate in respect of the event or
transaction, to which such date relates, except as otherwise provided by law.
Section 5. LOST CERTIFICATES. If a share certificate be lost or destroyed,
another may be issued in its stead upon proof of such loss or destruction, upon
the giving of a bond of indemnity satisfactory to the Corporation, unless these
requirements be dispensed with by the Board of Directors, and upon compliance
with such other conditions as the Board of Directors may reasonably require.
ARTICLE VI
MISCELLANEOUS
Section 1. SEAL. The seal of the Corporation shall be circular in form and
shall bear the name of the Corporation and indicate the state of incorporation.
Section 2. FISCAL YEAR. The fiscal year of the Corporation shall begin on
January first and shall end on the last day of December in each year.
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Section 3. WAIVER OF NOTICE. Whenever any notice of time, place, purpose or
any other matter, including any special notice or form of notice, is required or
permitted to be given to any person by law, the Certificate of Incorporation,
these By-laws or a resolution of shareholders or Directors, a written waiver of
notice signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be equivalent to the giving of such
notice. The Secretary shall cause any such waiver to be filed with or entered
upon the records of the Corporation or, in the case of a waiver of notice of a
meeting, the records of the meeting. The attendance of any person at a meeting
without protesting, prior to or at the commencement of the meeting, the lack of
proper notice shall be deemed to be a waiver by him of notice of such.
ARTICLE VII
AMENDMENTS
These bylaws may be altered, repealed or amended by the Board of Directors,
subject to the power of the stockholders to amend, alter or repeal the bylaws.
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SECRETARY'S CERTIFICATE OF ADOPTION OF
AMENDED AND RESTATED BYLAWS
OF
PACIFIC HILLS MANUFACTURING CO.
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 30th day of April, 1999.
3. That the foregoing Amended and Restated Bylaws were also adopted
by the shareholder of said Corporation effective as of the 30th
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