EXHIBIT 3B.2
DECORATOR INDUSTRIES, INC.
CONSOLIDATED AMENDED BY-LAWS*
MEETINGS OF SHAREHOLDERS AND RECORD DATES
1. ANNUAL MEETING. An annual meeting of shareholders for the
election of directors and the transaction of such other business as may properly
come before the meeting, commencing with the year 1981, shall be held on the
third Tuesday of May in each year at 10 o'clock A.M., EDT, or such other hour as
the Board of Directors may designate, or on such other day and at such hour as
the Board of Directors may designate. If the day fixed for the meeting is a
legal holiday, the meeting shall be held at the same hour on the next succeeding
full business day which is not a legal holiday.
2. SPECIAL MEETINGS. Special meetings of shareholders may be
called at any time by the President, the Board of Directors, or shareholders
entitled to cast at least one-fifth of the votes which all shareholders are
entitled to cast at the particular meeting. Upon written request of any person
or persons who shall have duly called a special meeting, it shall be the duty of
the Secretary to fix the date and hour of the meeting, to be held not more than
sixty days after the receipt of the request.
3. PLACE. Each annual or special meeting of shareholders shall be
held at the principal office of the Company or at such other place in
Pennsylvania or elsewhere as the Board of Directors may designate.
4. NOTICE. Written notice stating the place, day and hour of each
meeting of shareholders and, in the case of a special meeting, the general
nature of the business to be transacted, shall be mailed by the Secretary at
least ten days before the meeting to each shareholder of record entitled to vote
at the meeting to his address appearing on the books of the Company or supplied
by him to the Company for the purpose of notice.
5. QUORUM. The presence, in person or by proxy, of shareholders
entitled to cast at least a majority of the votes which all shareholders are
entitled to cast on a particular matter shall constitute a quorum for the
purpose of considering such matter at a meeting of shareholders. If a quorum is
not present in person or by proxy, those present may adjourn from time to time
to reconvene at such time and place as they may determine. In the case of a
meeting called for the election of directors, those present, in person or by
proxy, at the second of such adjourned meetings, although less than a quorum for
any other purpose, shall nevertheless constitute a quorum for the purpose of
electing directors at such second adjourned meeting.
6. RECORD DATES. The Board of Directors may fix a time not more
than fifty days prior to the date of any meeting of shareholders, or the date
fixed for the payment of any
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* As amended and restated through February 28, 2008.
dividend or distribution, or the date for the allotment of rights, or the date
when any change or conversion or exchange of shares will be made or go into
effect, as a record date for the determination of the shareholders entitled to
notice of or to vote at any such meeting, or to receive payment of any such
dividend or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or exchange of
shares. In such case, only such shareholders as shall be shareholders of record
at the close of business on the date so fixed shall be entitled to notice of or
to vote at such meeting, or to receive payment of such dividend or distribution,
or to receive such allotment of rights, or to exercise such rights in respect to
any change, conversion or exchange of shares, as the case may be,
notwithstanding any transfer of any shares on the books of the Company after the
record date fixed as aforesaid.
7. NUMBER AND TERM. The business and affairs of the Company shall
be managed by a Board of Directors. The Board of Directors shall have the power
to increase or decrease the number of directors. Commencing with the annual
meeting of shareholders in 1975, the directors of the Company shall be divided
into three classes, as nearly equal in number as possible, each to serve for
initial terms as follows:
(a) Class A, initially consisting of four (4) members of the Board
of Directors, shall be elected and shall hold office for a term of three years.
(b) Class B, initially consisting of three (3) members of the
Board of Directors, shall be elected and shall hold office for a term of two
years.
(c) Class C, initially consisting of three (3) members of the
Board of Directors, shall be elected and hold office for a term of one year.
Thereafter, each class of directors shall be elected upon the expiration of this
initial term for a term of three years or until the annual meeting of
shareholders next following the expiration of three years and until a successor
is elected and qualified. The number of directors shall be as determined by the
Board of Directors from time to time, but shall be not less than three (3) nor
more than fifteen (15). Each director shall be a shareholder.
Except to the extent such notice may be waived in appropriate cases by
the Board of Directors, no nomination for director or proposal shall be
considered at a special or annual meeting of shareholders unless written notice
thereof shall have been received by the President or Secretary of the Company at
least twenty-one (21) days prior to the meeting. The proponent of such proposal
or nomination shall, upon request, promptly furnish the Board of Directors such
additional information as the Board deems necessary in order to evaluate the
proposal or nominee and report to the shareholders thereon.
No individual director nor the entire Board of Directors may be removed
from office without cause except by the vote of shareholders entitled to cast at
least sixty-six and two-thirds percent (66-2/3%) of the votes which all
shareholders would be entitled to cast at any annual election of directors; and
no individual director shall be removed unless the entire Board be removed in
case the votes of a sufficient number of shares are cast against the resolution
for his removal, which if cumulatively voted at an annual election of directors
would be sufficient to elect one or more directors to the Board.
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8. VACANCIES. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of directors, may be filled
by a majority of the remaining directors, though less than a quorum, by election
of a person to serve until expiration of the full term of the class of directors
in which the vacancy occurred.
9. ANNUAL MEETING. An annual meeting of the Board of Directors
shall be held each year as soon as practicable after the annual meeting of
shareholders, at the place where such meeting of shareholders was held or at
such other place as the Board may determine, for the purposes of organization,
election or appointment of officers and the transaction of such other business
as shall come before the meeting. No notice of the meeting need be given.
10. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held without notice at such times and at such places in Pennsylvania or
elsewhere as the Board may determine.
11. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by the President or a majority of the directors in office, to be
held at such time (as will permit the giving of notice as provided in this
section) and at such place (in Pennsylvania or elsewhere) as may be designated
by the person or persons calling the meeting. Notice of the place, day and hour
of each special meeting shall be given to each director by the Secretary by
written notice mailed on or before the third full business day before the
meeting or by notice received personally or by other means at least 24 hours
before the meeting. The notice need not refer to the business to be transacted
at the meeting except action under Section 26 of the by-laws.
12. QUORUM. A majority of the directors in office shall constitute
a quorum for the transaction of business but less than a quorum may adjourn from
time to time to reconvene at such time and place as they may determine.
13. COMPENSATION. Directors shall receive such compensation for
their services as shall be determined by the Board of Directors.
14. CONSENT ACTION. Any action which may be taken at a meeting of
the directors may be taken without a meeting if a consent or consents in
writing, setting forth the action so taken, shall be signed by all of the
directors, and shall be filed with the Secretary of the Company.
15. OFFICES. The Board of Directors at any time may elect a
Chairman of the Board, a President, one or more Vice Presidents, a Treasurer and
a Secretary, may designate any one or more Vice Presidents as Executive Vice
Presidents, First Vice President, Vice President-Sales, Vice
President-Operations or otherwise, and may elect or appoint such additional
officers and agents as the Board may deem advisable. Any two or more offices may
be held by the same person except the offices of Chairman of the Board and
Secretary and the offices of President and Secretary.
16. TERM. Each officer and each agent shall hold office until his
successor is elected or appointed and qualified or until his death, resignation
or removal by the Board of Directors.
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17. AUTHORITY, DUTIES AND COMPENSATION. All elected or appointed
officers and agents shall have such authority and perform such duties as may be
provided in the by-laws or as may be determined by the Board of Directors or the
President. They shall receive such compensation for their services as may be
determined by the Board of Directors or in a manner approved by it.
Notwithstanding any other provisions of these by-laws, the Board shall have
power from time to time by resolution to prescribe by what officers or agents
particular documents or instruments or particular classes of documents or
instruments shall be signed, countersigned, endorsed or executed; provided,
however, that any person, firm or corporation shall be entitled to accept and to
act upon any document or instrument signed, countersigned, endorsed or executed
by officers or agents of the Company pursuant to the provisions of these by-laws
unless prior to receipt of such document or instrument such person, firm or
corporation has been furnished with a certified copy of a resolution of the
Board prescribing a different signature, countersignature, endorsement or
execution.
18. A. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of shareholders and of the Board of Directors and shall
have such other duties as shall from time to time be established by the Board of
Directors.
B. PRESIDENT. The President shall be the chief executive
officer of the Company and shall be charged with and have the direction and
supervision of all of its business and operations. The President shall sign all
certificates of stock of the Company or cause them to be signed in facsimile or
otherwise as permitted by law. In the absence or disability of the Chairman of
the Board or upon his written request, the President shall preside at all
meetings of shareholders and of the Board of Directors. If the office of
Chairman of the Board is vacant, the President shall have the authority and
perform the duties of the Chairman of the Board. The President shall have such
other duties as shall from time to time be established by the Board of
Directors.
19. TREASURER. The Treasurer shall keep and account for all
moneys, funds and property of the Company which shall come into his hands, and
shall render such accounts and present such statements to the Board of Directors
as may be required of him. Unless the Board shall prescribe otherwise, the
Treasurer shall deposit all funds of the Company which may come into his hands
in such bank or banks as the Board may designate and in accounts in the name of
the Company, shall endorse for collection bills, notes, checks and other
negotiable instruments received by the Company, may sign all bills, notes,
checks and other negotiable instruments of the Company or cause them to be
signed in facsimile or otherwise as the Board may determine, and shall pay out
money as the business of the Company may require, taking proper vouchers
therefor. In the absence or disability of the Treasurer, an Assistant Treasurer
shall have the authority and perform the duties of the Treasurer.
20. SECRETARY. The Secretary shall give or cause to be given all
required notices of meetings of shareholders and of the Board of Directors,
shall attend such meetings when practicable, shall record and keep the minutes
and all other proceedings thereof, shall attest such records after every meeting
by his signature, shall safely keep all documents and papers which shall come
into his possession, shall truly keep the books and accounts of the Company
appertaining to his office, shall countersign all certificates of stock of the
Company or cause them to be countersigned in facsimile or otherwise as permitted
by law, may sign all bills, notes,
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checks and other negotiable instruments of the Company or cause them to be
signed in facsimile or otherwise as the Board may determine, and shall present
statements thereof when required by the Board. In the absence or disability of
the Secretary, an Assistant Secretary shall have the authority and perform the
duties of the Secretary.
21. CORPORATE SEAL. A corporate seal shall be prepared and shall
be kept in the custody of the Secretary of the Company. The seal or a facsimile
thereof may be impressed, affixed or reproduced, and attested by the Secretary
or an Assistant Secretary, for the authentication of documents or instruments
requiring the seal and bearing the signature of a duly authorized officer or
agent.
22. INDEMNIFICATION OF DIRECTORS, OFFICERS AND REPRESENTATIVES.
(a) The Company shall indemnify each director, officer and
employee of the Company against all liabilities and expenses, including without
limitation judgments, fines, penalties, attorneys' fees and amounts paid in
settlement, imposed upon or reasonably incurred by him in connection with or
resulting from any threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative, in which
he may become involved as a party or otherwise by reason of his being or having
been such director, officer or employee, or by reason of his serving or having
served, at the request of the Company, as a director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise;
provided, however, that no such indemnification shall be made in any case where
the involvement of the director, officer or employee in such claim, action, suit
or proceeding arose or arises from an act or failure to act on his part and such
act or failure to act is determined by a court of competent jurisdiction to have
constituted willful misconduct or recklessness.
(b) The indemnification provided by subsection (a) shall apply (i)
whether or not the director, officer or employee continues to be such at the
time such liabilities or expenses are imposed or incurred, whether the act or
failure to act which is the subject of such claim, action, suit or proceeding
occurred before or after the adoption of this by-law, and whether or not the
indemnified liability or expenses arose or arise from a threatened, pending or
completed claim, action, suit or proceeding by or in the right of the Company,
and (ii) both to acts or omissions in his official capacity and to acts or
omissions in another capacity while holding such office.
(c) Expenses incurred by a director, officer or employee with
respect to any such claim, action, suit or proceeding may be paid by the Company
in advance of the final disposition thereof upon receipt of an undertaking by or
on behalf of such person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Company.
(d) The indemnification and advancement of expenses, by, or
granted pursuant to, this Section 22 shall not be exclusive of any other rights
to which person seeking indemnification or advancement of expenses may be
entitled under any provision of law, agreement, vote of shareholders or
directors or otherwise, both as to an act or omission in his official capacity
and as to an act or omission in another capacity while holding such office, and
shall inure to the benefit of the heirs, executors, administrators and other
legal representatives of such person.
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FISCAL YEAR AND ANNUAL REPORT
23. FISCAL YEAR. The fiscal year of the Company shall be as
determined by the Board of Directors.
24. ANNUAL REPORT. The Board of Directors shall cause a report to
be mailed to the shareholders as soon as practicable after the close of each
fiscal year. The report shall include financial statements showing the
consolidated financial position of the Company and its consolidated subsidiaries
at the end of the fiscal year and the consolidated results of their operations
for the year. Such financial statements shall be examined by independent public
accountants appointed for the purpose by the Board and shall be accompanied by
such accountants' opinion with respect thereto.
SHARE TRANSFERS AND RECORDS
25. SHARE TRANSFERS AND RECORDS. The Board of Directors may
appoint a transfer agent or transfer agents and a registrar or registrars to
make and record all transfers of shares of stock of the Company of any class.
Each transfer agent shall prepare transfer records showing transfers made
through the office of such agent. A share register shall be kept at the
registered office of the Company. Such share register shall constitute books of
the Company with respect to shares of stock of any class and the holders of
record thereof, provided that the Board of Directors may designate instead as
the books of the Company for this purpose a share register kept at the office of
a transfer agent or registrar. If the Board of Directors shall have appointed a
transfer agent or transfer agents and a registrar or registrars for stock of any
class, all transfers of stock of such class shall be made only by such transfer
agent or transfer agents at their offices and shall be recorded in their books
and in the books of the registrar or registrars. In case of loss, destruction or
theft of a certificate of stock, another may be issued in lieu thereof in such
manner and upon such terms as the Board of Directors shall authorize.
AMENDMENTS
26. AMENDMENTS. The by-laws of the Company may be altered,
amended, added to or repealed by vote of a majority of the directors of the
Company in office, or by vote of shareholders. Such action may be taken at any
annual, regular or special meeting duly convened after notice to the directors
or the shareholders of that purpose, given as provided in the bylaws in the case
of a special meeting.
The power of the shareholders to make, amend and repeal the
by-laws and change any such action taken by the Board of Directors may be
exercised only by the vote of shareholders entitled to cast at least sixty-six
and two-thirds percent (66- 2/3%) of the votes which all shareholders are
entitled to cast thereon.
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EMERGENCY BY-LAWS
27. WHEN OPERATIVE. The emergency by-laws provided by the
following sections shall be operative during any emergency resulting from
warlike damage or an attack on the United States or any nuclear or atomic
disaster, notwithstanding any different provision in the preceding sections of
the by-laws or in the Articles of Incorporation of the Company or in the
Pennsylvania Business Corporation Law. To the extent not inconsistent with the
emergency by-laws, the by-laws provided in the preceding sections 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.
28. MEETINGS. During any such emergency:
(a) Any meeting of the Board of Directors may be called by any
director. Whenever any officer of the Company who is not a director has reason
to believe that no director is available to participate in a meeting, such
officer may call a meeting to be held under the provisions of this section.
(b) Notice of each meeting called under the provisions of this
section shall be given by the person calling the meeting or at his request by
any officer of the Company. The notice shall specify the time and the place of
the meeting, which shall be the head office of the Company at the time if
feasible and otherwise any other place specified in the notice. Notice need be
given only to such of the directors as it may be feasible to reach at the time
and may be given by such means as may be feasible at the time, including
publication or radio. If given by mail, messenger, telephone or telegram, the
notice shall be addressed to the director at his residence or business address
or such other place as the person giving the notice shall deem suitable. In the
case of meetings called by an officer who is not a director, notice shall also
be given similarly, to the extent feasible, to the persons named in the list
referred to in part (c) of this section. Notice shall be given at least two days
before the meeting if feasible in the judgment of the person giving the notice
and otherwise the meeting may be held on any shorter notice he shall deem
suitable.
(c) At any meeting called under the provisions of this section,
the director or directors present shall constitute a quorum for the transaction
of business. If no director attends a meeting called by an officer who is not a
director and if there are present at least three of the persons named on a
numbered list of personnel approved by the Board of Directors before the
emergency, those present (but not more than the nine appearing highest in
priority on such list) shall be deemed directors for such meeting and shall
constitute a quorum for the transaction of business.
29. LINES OF SUCCESSION. 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 Company shall for any reason be rendered incapable of discharging
their duties.
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30. OFFICES. The Board of Directors, during as well as before any
such emergency, may, effective in the emergency, change the head office or
designate several alternative head offices or regional offices, or authorize the
officers so to do.
31. LIABILITY. No officer, director or employee acting in
accordance with these emergency by-laws shall be liable except for willful
misconduct.
32. REPEAL OR CHANGE. The emergency by-laws shall be subject to
repeal or change by 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 section with regard to action or inaction prior to the
time of such repeal or change.
REMOTE PARTICIPATION IN MEETINGS
33. REMOTE PARTICIPATION ALLOWED. At any meeting of the directors
or shareholders, one or more directors or shareholders, as the case may be, may
participate in a meeting of the Board, of a committee of the Board or of the
shareholders by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.
GENERAL PROVISIONS
34. The provisions of Section 910 of the Pennsylvania Business
Corporation Law (15 P.S. 1910) enacted by Act No. 92, Session of 1983, effective
December 23, 1983, shall not be applicable to this Corporation. The provisions
of Section 910 of the Pennsylvania Business Corporation Law (15 P.S. 1910)
enacted by Act No. 92, Session of 1983, effective December 23, 1983, as amended
by Act No. 27 of March 23, 1988, shall not be applicable to this Corporation
[adopted June 21, 1988].
LIMITATION OF DIRECTORS LIABILITY
35. LIMITATION OF DIRECTORS LIABILITY. A director of the Company
shall not be personally liable for monetary damages as such for any action
taken, or any failure to take any action, unless (i) the director has breached
or failed to perform the duties of his office under Section 8363, Title 42 of
the Pennsylvania Consolidated Statutes (relating to standard of care and
justifiable reliance) and (ii) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness; provided, however, that the
foregoing provisions of this Section 35 shall not apply to (i) the
responsibility or liability of a director pursuant to any criminal statute or
(ii) the liability of a director for the payment of taxes pursuant to local,
state or federal law. Neither the amendment nor the repeal of this Section 35
shall eliminate or reduce the effect of this Section 35 with respect to any
matter occurring, or any cause of action, suit or claim that, but for this
Section 35, would accrue or arise, prior to such amendment or repeal. If Title
42 of the Pennsylvania Consolidated Statutes is amended after approval by the
shareholders of this Section 35 to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Company shall be eliminated or limited to the fullest
extent permitted by Title 42 as amended from time to time.
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