EXHIBIT 3.2
BYLAWS
OF
FABRI-STEEL HOLDINGS INCORPORATED
ARTICLE I
STOCKHOLDERS
1.1. Meetings.
1.1.1. Place. Meetings of the stockholders shall be held at such place
as may be designated by the board of directors.
1.1.2. Annual Meeting. An annual meeting of the stockholders for the
election of directors and for other business shall be held on such date and at
such time as may be fixed by the board of directors.
1.1.3. Special Meetings. Special meetings of the stockholders may be
called at any time by the president, or the board of directors, or the holders
of a majority of the outstanding shares of stock of the Company entitled to vote
at the meeting.
1.1.4. Quorum. The presence, in person or by proxy, of the holders of
a majority of the outstanding shares of stock of the Company entitled to vote on
a particular matter shall constitute a quorum for the purpose of considering
such matter.
1.1.5. Voting Rights. Except as otherwise provided herein, in the
certificate of incorporation or by law, every stockholder shall have the right
at every meeting of stockholders to one vote for every share standing in the
name of such stockholder on the books of the Company which is entitled to vote
at such meeting. Every stockholder may vote either in person or by proxy.
ARTICLE II
DIRECTORS
2.1. Number and Term. The board of directors shall have authority to (i)
determine the number of directors to constitute the board and (ii) fix the terms
of office of the directors.
2.2. Meetings.
2.2.1. Place. Meetings of the board of directors shall be held at such
place as may be designated by the board or in the notice of the meeting.
2.2.2. Regular Meetings. Regular meetings of the board of directors
shall be held at such times as the board may designate. Notice of regular
meetings need not be given.
2.2.3. Special Meetings. Special meetings of the board may be called
by direction of the president or any two members of the board on three days'
notice to each director, either personally or by mail, telegram or facsimile
transmission.
2.2.4. Quorum. A majority of all the directors in office shall
constitute a quorum for the transaction of business at any meeting.
2.2.5. Voting. Except as otherwise provided herein, in the certificate
of incorporation or by law, the vote of a majority of the directors present at
any meeting at which a quorum is present shall constitute the act of the board
of directors.
2.2.6. Committees. The board of directors may, by resolution adopted
by a majority of the whole board, designate one or more committees, each
committee to consist of one or more directors and such alternate members (also
directors) as may be designated by the board. Unless otherwise provided herein,
in the absence or disqualification of any member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may unanimously appoint
another director to act at the meeting in the place of any such absent or
disqualified member. Except as otherwise provided herein, in the certificate of
incorporation or by law, any such committee shall have and may exercise the
powers of the full board of directors to the extent provided in the resolution
of the board directing the committee.
ARTICLE III
OFFICERS
3.1. Election. At its first meeting after each annual meeting of the
stockholders, the board of directors shall elect a president, treasurer,
secretary and such other officers as it deems advisable.
3.2. Authority, Duties and Compensation. The officers shall have such
authority, perform such duties and serve for such compensation as may be
determined by resolution of the board of directors; Except as otherwise provided
by board resolution, (i) the president shall be the chief executive officer of
the Company, shall have general supervision over the business and operations of
the Company, may perform any act and execute any instrument for the conduct of
such business and operations and shall preside at all meetings of the board and
stockholders, (ii) the other officers shall have the duties customarily related
to their respective offices, and (iii) any vice president, or vice presidents in
the order determined by the board, shall in the absence of the president have
the authority and perform the duties of the president.
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ARTICLE IV
INDEMNIFICATION
4.1. Right to Indemnification. The Company shall indemnify any person who
was or is party or is threatened to be made a party to any threatened, pending
or completed action. Suit or proceeding, whether civil, criminal, administrative
or investigative (a "proceeding"), by reason of the fact that such person is or
was a director or officer of the Company or a constituent corporation absorbed
in a consolidation or merger, or is or was serving at the request of the Company
or a constituent corporation absorbed in a consolidation or merger, as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or is or was a director or officer of the Company serving at
its request as an administrator, trustee or other fiduciary of one or more of
the employee benefit plans of the Company or other enterprise. against expenses
(including attorneys' fees), liability and loss actually and reasonably incurred
or suffered by such person in connection with such proceeding, whether or not
the indemnified liability arises or arose from any threatened, pending or
completed proceeding by or in the right of the Company, except to the extent
that such indemnification is prohibited by applicable law.
4.2. Advance of Expenses. Expenses incurred by a director or officer of the
Company in defending a proceeding shall be paid by the Company in advance of the
final disposition of such proceeding subject to the provisions of any applicable
statute.
4.3. Procedure for Determining Permissibility. To determine whether any
indemnification or advance of expenses under this Article IV is permissible, the
board of directors by a majority vote of a quorum consisting of directors not
parties to such proceeding may, and on request of any person seeking
indemnification or advance of expenses shall be required to, determine in each
case whether the applicable standards in any applicable statute have been met,
or such determination shall be made by independent legal counsel if such quorum
is not obtainable, or even if obtainable, a majority vote of a quorum of
disinterested directors so directs, provided that, if there has been a change in
control of the Company between the time of the action or failure to act giving
rise to the claim for indemnification or advance of expenses and the time such
claim is made, at the option of the person seeking indemnification or advance of
expenses, the permissibility of indemnification or advance of expenses shall be
determined by independent legal counsel. The reasonable expenses of any director
or officer in prosecuting a successful claim for indemnification, and the fees
and expenses of any special legal counsel engaged to determine permissibility of
indemnification or advance of expenses, shall be borne be the Company.
4.4. Contractual Obligation. The obligations of the Company to indemnify a
director or officer under this Article IV, including the duty to advance
expenses, shall be considered a contract between the Company and such director
or officer, and no modification or repeal of any provision of this Article [V
shall affect, to the detriment of the director or officer, such obligations of
the Company in connection with a claim based on any act or failure to act
occurring before such modification or repeal.
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4.5. Indemnification Not Exclusive; Inuring of Benefit. The indemnification
and advance of expenses provided by this Article IV shall not be deemed
exclusive of any other right to which one indemnified may be entitled under any
statute, provision of the Certificate of Incorporation, these bylaws, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity while
holding such office, and shall inure to the benefit of the heirs, executors and
administrators of any such person.
4.6. Insurance and Other Indemnification. The board of directors shall have
the power to (i) authorize the Company to purchase and maintain, at the
Company's expense, insurance on behalf of the Company and on behalf of others to
the extent that power to do so has not been prohibited by statute, (ii) create
any fund of any nature, whether or not under the control of a trustee, or
otherwise secure any of its indemnification obligations, and (iii) give oilier
indemnification to the extent permitted by statute.
ARTICLE V
TRANSFER OF SHARE CERTIFICATES
Transfers of share certificates and the shares represented thereby shall be
made on the books of the Company only by the registered holder or by duly
authorized attorney. Transfers shall be made `only on surrender of the share
certificate or certificates.
ARTICLE VI
AMENDMENTS
These bylaws may be amended or repealed at any regular or special meeting
of the board of directors by vote of a majority of all directors in office or at
any annual or special meeting of stockholders by vote of holders of a majority
of the outstanding stock entitled to vote. Notice of any such annual or special
meeting of stockholders shall set forth the proposed change or a summary
thereof.
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