EXHIBIT 3.2
BYLAWS
OF
MASCOTECH, INC.
(A DELAWARE CORPORATION)
(AS AMENDED FEBRUARY 17, 1998)
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1.01. Annual Meetings. The annual meeting of stockholders for
election of Directors and for the transaction of such other proper business,
notice of which was given in the notice of the meeting, shall be held on a date
(other than a legal holiday) in May or June of each year which shall be
designated by the Board of Directors, or on such other date to which a meeting
may be adjourned or re-scheduled, at such time and place within or without the
State of Delaware as shall be designated in the notice of such meeting.
Section 1.02. Special Meetings. Except as otherwise required by law,
special meetings of stockholders of the Corporation may be called only by the
Chairman of the Board, the Chief Executive Officer or a majority of the Board of
Directors, subject to the rights of holders of any one or more classes or series
of preferred stock or any other class of stock issued by the Corporation which
shall have the right, voting separately by class or series, to elect Directors.
Special meetings shall be held at such place within or without the State of
Delaware and at such hour as may be designated in the notice of such meeting and
the business transacted shall be confined to the object stated in the notice of
the meeting.
Section 1.03. Re-scheduling and Adjournment of Meetings. Notwithstanding
Sections 1.01 and 1.02 of this Article, the Board of Directors may postpone and
re-schedule any previously scheduled annual or special meeting of stockholders.
The person presiding at any meeting is empowered to adjourn the meeting at any
time after it has been convened.
Section 1.04. Notice of Stockholders' Meetings. The notice of all meetings
of stockholders shall be in writing and shall state the place, date and hour of
the meeting. The notice of an annual meeting shall state that the meeting is
called for the election of the Directors to be elected at such meeting and for
the transaction of such other business as is stated in the notice of the
meeting. The notice of a special
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meeting shall state the purpose or purposes for which the meeting is called and
shall also indicate that it is being issued by or at the direction of the person
or persons calling the meeting. If, at any meeting, action is proposed to be
taken which would, if taken, entitle stockholders fulfilling the requirements of
the General Corporation Law to receive payment for their shares, the notice of
such meeting shall include a statement to that effect.
A copy of the notice of each meeting of stockholders shall be given,
personally or by mail, not less than ten days nor more than sixty days before
the date of the meeting, to each stockholder entitled to vote at such meeting at
his record address or at such other address as he may have furnished by request
in writing to the Secretary of the Corporation. If a meeting is adjourned to
another time or place, and, if any announcement of the adjourned time or place
is made at the meeting, it shall not be necessary to give notice of the
adjourned meeting unless the adjournment is for more than thirty days or the
Directors, after adjournment, fix a new record date for the adjourned meeting.
Notice of a meeting need not be given to any stockholder who submits a
signed waiver of notice, in person or by proxy, whether before or after the
meeting. The attendance of a stockholder at a meeting, in person or by proxy,
without protesting prior to the meeting the lack of notice of such meeting shall
constitute a waiver of notice of the meeting.
Section 1.05. Business to be Considered. Only those matters stated to be
considered in the notice of the meeting, or of which written notice has been
given to the Corporation either by personal delivery to the Chairman of the
Board or the Secretary or by U.S. mail, postage prepaid, of a stockholder's
intent to bring the matter before the meeting, may be considered at the Annual
Meeting of Stockholders. Such notice shall be received no later than 120 days in
advance of the date on which the Corporation's proxy statement was released to
stockholders in connection with the previous year's Annual Meeting.
Only that business brought before a special meeting pursuant to the notice
of the meeting may be conducted or considered at such meeting.
Only such business brought before an annual or special meeting of
stockholders pursuant to these bylaws shall be eligible to be conducted or
considered at such meetings.
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Section 1.06. Quorum. Except as otherwise required by law, by the
Certificate of Incorporation or by these bylaws, the presence, in person or by
proxy, of stockholders holding a majority of the stock of the Corporation
entitled to vote shall constitute a quorum at all meetings of the stockholders.
In case a quorum shall not be present at any meeting, a majority in interest of
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 stock entitled to
vote shall be present. At any such adjourned meeting at which the requisite
amount of stock entitled to vote shall be represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those stockholders entitled to vote at the meeting as
originally noticed shall be entitled to vote at any adjournment or adjournments
thereof.
Directors shall be elected by a plurality of the votes cast at a meeting of
stockholders by the holders of shares entitled to vote in the election. Whenever
any corporate action, other than the election of Directors, is to be taken by
vote of the stockholders, except as otherwise required by the General
Corporation Law, the Certificate of Incorporation or these bylaws, it shall be
authorized by a majority of the votes cast on the proposal by the holders of
shares entitled to vote thereon at a meeting of stockholders.
Section 1.07. Inspectors at Stockholders' Meetings. The Board of Directors,
in advance of any stockholders' meeting, shall appoint one or more inspectors to
act at the meeting or any adjournment thereof and to make a written report
thereof. In case any inspector or alternate appointed is unable to act, the
person presiding at the meeting shall appoint one or more inspectors to act at
the meeting. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares outstanding and the
voting power of each, and shares represented at the meeting, the existence of a
quorum, and the validity and effect of proxies, and shall receive votes, ballots
or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do such acts as are proper to conduct the
election or vote with
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fairness to all stockholders. On request of the person presiding at the meeting
or any stockholder entitled to vote thereat, the inspectors shall make a report
in writing of any challenge, question or matter determined by them and execute a
certificate of any fact found by them. Any report or certificate made by them
shall be prima facie evidence of the facts stated and of the vote as certified
by them.
Section 1.08. Presiding Officer at Stockholders' Meetings. The Chairman of
the Board or in his absence the Chief Executive Officer shall preside at
Stockholders' Meetings as more particularly provided in Article III hereof. In
the event that both the Chairman and the Chief Executive Officer shall be absent
or otherwise unable to preside, then a majority of the Directors present at the
meeting shall appoint one of the Directors or some other appropriate person to
preside.
ARTICLE II
DIRECTORS
Section 2.01. Qualifications and Number; Term; Vacancies. A Director need
not be a stockholder, a citizen of the United States, or a resident of the State
of Delaware. The number of Directors constituting the entire Board shall be not
less than five nor more than twelve, the exact number of Directors to be
determined from time to time by resolution adopted by affirmative vote of a
majority of the entire Board of Directors. The Directors shall be divided into
three classes, designated Class I, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one-third of the total number of
Directors constituting the entire Board of Directors. Directors shall be
nominated and serve for such terms, and vacancies shall be filled, as provided
in the Certificate of Incorporation. Directors may be removed only for cause.
Section 2.02. Place and Time of Meetings of the Board. Regular and special
meetings of the Board shall be held at such places (within or without the State
of Delaware) and at such times as may be fixed by the Board or upon call of the
Chairman of the Board of the Corporation or of the executive committee or of any
two Directors, provided that the Board of Directors shall hold at least four
meetings a year.
Section 2.03. Quorum and Manner of Acting. A majority of the entire Board
of Directors shall constitute a quorum for the transaction of business, but if
there shall be less than a quorum at any meeting of the Board, a majority of
those
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present (or if only one be present, then that one) may adjourn the meeting from
time to time and the meeting may be held as adjourned without further notice.
Except as provided to the contrary by the General Corporation Law, by the
Certificate of Incorporation or by these bylaws, at all meetings of Directors, a
quorum being present, all matters shall be decided by the vote of a majority of
the Directors present at the time of the vote.
Section 2.04. Remuneration of Directors. In addition to reimbursement for
his reasonable expenses incurred in attending meetings or otherwise in
connection with his attention to the affairs of the Corporation, each Director
as such, and as a member of any committee of the Board, shall be entitled to
receive such remuneration as may be fixed from time to time by the Board.
Section 2.05. Notice of Meetings of the Board. Regular meetings of the
Board may be held without notice if the time and place of such meetings are
fixed by the Board. All regular meetings of the Board, the time and place of
which have not been fixed by the Board, and all special meetings of the Board
shall be held upon twenty-four hours' notice to the Directors given by letter or
telegram. No notice need specify the purpose of the meeting. Any requirement of
notice shall be effectively waived by any Director who signs a waiver of notice
before or after the meeting or who attends the meeting without protesting (prior
thereto or at its commencement) the lack of notice to him; provided, however,
that a regular meeting of the Board may be held without notice immediately
following the annual meeting of the stockholders at the same place as such
meeting was held, for the purpose of electing officers and a Chairman of the
Board for the ensuing year.
Section 2.06. Executive Committee and Other Committees. The Board of
Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an Executive Committee and other committees to
serve at the pleasure of the Board. Each Committee shall consist of such number
of Directors as shall be specified by the Board in the resolution designating
the Committee. Except as set forth below, the Executive Committee shall have all
of the authority of the Board of Directors. Each other committee shall be
empowered to perform such functions, as may, by resolution, be delegated to it
by the Board.
The Board of Directors may designate one or more Directors as alternate
members of any such committee, who may re-
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place any absent member or members at any meetings of such committee. Vacancies
in any committee, whether caused by resignation or by increase in the number of
members constituting said committee, shall be filled by a majority of the entire
Board of Directors. The Executive Committee may fix its own quorum and elect its
own Chairman. In the absence or disqualification of any member of any such
committee, the member or members thereof present at any meeting and not
disqualified from voting whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in place of any such absent or disqualified member.
Section 2.07. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee thereof,
may be taken without a meeting, if prior to such action a written consent
thereto is signed by all members of the Board, or of such committee as the case
may be, and such written consent is filed with the minutes of proceedings of the
Board or committee.
ARTICLE III
OFFICERS
Section 3.01. Officers. The Board of Directors, at its first meeting held
after the annual meeting of stockholders in each year may elect such officers as
the Board of Directors may determine, and such officers may include a Chairman
of the Board, a Chief Executive Officer, one or more Vice Chairman, one or more
Presidents, one or more Vice Presidents, a Secretary, a Treasurer and a
Controller. In addition, the Board of Directors may, in its discretion, also
appoint from time to time, such other officers or agents as it may deem proper.
The Chairman of the Board shall be elected from among the members of the Board
of Directors.
Any two or more offices may be held by the same person.
Unless otherwise provided in the resolution of election or appointment,
each officer shall hold office until the meeting of the Board of Directors
following the next annual meeting of stockholders and until his successor has
been elected and qualified; provided, however, that the Board of Directors may
remove any officer for cause or without cause at any time.
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Section 3.02. Chairman of the Board. The Chairman of the Board shall
preside, unless he designates another to act in his stead, at all meetings of
the stockholders, the Board of Directors, and the Executive Committee and shall
be a member ex officio of all committees appointed by the Board of Directors,
except that the Board may, at his request, excuse him from membership on a
committee. The Chairman of the Board shall have the power on behalf of the
Corporation to enter into, execute, or deliver all contracts, instruments,
conveyances, or documents and to affix the corporate seal thereto. The Chairman
shall do and perform all acts and duties herein specified or which may be
assigned to him from time to time by the Board of Directors.
Section 3.03. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall have general supervision of the affairs of the Corporation
subject to the control of the Board of Directors and the Chairman of the Board.
At the request of the Chairman of the Board or in his absence or inability to
act, the Chief Executive Officer shall preside at meetings of the stockholders.
The Chief Executive Officer shall also perform such other duties as may be
prescribed by the Board of Directors or the Executive Committee or the Chairman
of the Board.
Section 3.04. President(s). The President or Presidents shall perform such
duties as may be prescribed by the Board of Directors or the Executive Committee
or the Chairman of the Board or the Chief Executive Officer.
Section 3.05. Secretary. The Secretary shall keep minutes of the
proceedings taken and the resolutions adopted at all meetings of the
stockholders, the Board of Directors and the Executive Committee, and shall give
due notice of the meetings of the stockholders, the Board of Directors and the
Executive Committee. He shall have charge of the seal and all books and papers
of the Corporation, and shall perform all duties incident to his office. In case
of the absence or disability of the Secretary, his duties and powers may be
exercised by such person as may be appointed by the Board of Directors or the
Executive Committee.
Section 3.06. Treasurer. The Treasurer shall receive all the monies
belonging to the Corporation, and shall forthwith deposit the same to the credit
of the Corporation in such financial institutions as may be selected by the
Board of Directors or the Executive Committee. He shall keep books of account
and vouchers for all monies disbursed. He shall also
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perform such other duties as may be prescribed by the Board of Directors or
Executive Committee, the Chairman of the Board or the Chief Executive Officer,
and, in case of the absence or disability of the Treasurer, his duties and
powers may be exercised by such person as may be appointed by the Board of
Directors or Executive Committee.
Section 3.07. Controller. The Controller shall have custody of the
financial records of the Corporation and shall keep full and accurate books and
records of the financial transactions of the Corporation. He shall determine the
methods of accounting and reporting for all entities comprising the Corporation,
and shall be responsible for assuring adequate systems of internal control. The
Controller shall render to the Chairman of the Board of Directors, the Chief
Executive Officer and the Board of Directors, whenever they may request it, a
report on the financial condition of the Corporation and on the results of its
operations.
ARTICLE IV
CAPITAL STOCK
Section 4.01. Share Certificates. Each certificate representing shares of
the Corporation shall be in such form as may be approved by the Board of
Directors, and, when issued, shall contain upon the face or back thereof the
statements prescribed by the General Corporation Law and by any other applicable
provision of law. Each such certificate shall be signed by the Chairman of the
Board, the Chief Executive Officer, a President or a Vice President and by the
Secretary or Treasurer or an Assistant Secretary or Assistant Treasurer. The
signatures of said officers upon a certificate may be facsimile if the
certificate is countersigned by a transfer agent or registered by a registrar
other than the Corporation itself or its employee. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date of issue.
Section 4.02. Lost, Destroyed or Stolen Certificates. No certificate
representing shares shall be issued in place of any certificate alleged to have
been lost, destroyed or stolen, except on production of evidence of such loss,
destruction or theft and, unless waived by the Board of Directors, on delivery
to the Corporation, if the Board of Directors shall so require, of a bond of
indemnity in such amount, upon
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such terms and secured by such surety as the Board of Directors may in its
discretion require.
Section 4.03. Transfer of Shares. The shares of stock of the Corporation
shall be transferable or assignable on the books of the Corporation only by the
person to whom may have been issued or his legal representative, in person or by
attorney, and only upon surrender of the certificate or certificates
representing such shares properly assigned. The person in whose name shares of
stock shall stand on the record of stockholders of the Corporation shall be
deemed the owner thereof for all purposes as regards the Corporation.
Section 4.04. Record Dates. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other action, the Board may fix, in advance, a date as the record date of any
such determination of stockholders. Such date shall not be more than sixty nor
less than ten days before the date of such meeting, nor more than sixty days
prior to any other action.
ARTICLE V
MISCELLANEOUS
Section 5.01. Signing of Instruments. All checks, drafts, notes,
acceptances, bills of exchange, and orders for the payment of money shall be
signed in such manner as may be provided and by such person or persons as may be
authorized from time to time by resolution of the Board of Directors or the
Executive Committee or these bylaws.
Section 5.02. Corporate Seal. The seal of the Corporation shall consist of
a metal disc having engraved thereon the words "MascoTech, Inc., Delaware."
Section 5.03. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January of each year and shall end on the thirty-first day
of December following.
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ARTICLE VI
AMENDMENTS OF BYLAWS
Section 6.01. Amendments. Except as provided to the contrary by the General
Corporation Law, by the Certificate of Incorporation or by these bylaws, these
bylaws may be amended or repealed at a meeting, (1) by vote of a majority of the
whole Board of Directors, provided that notices of the proposed amendments shall
have been sent to all the Directors not less than three days before the meeting
at which they are to be acted upon, or at any regular meeting of the Directors
by the unanimous vote of all the Directors present, or (2) by the affirmative
vote of the holders of at least 80% of the stock of the Corporation generally
entitled to vote, voting together as a single class.
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Amendments to By-laws of
MascoTech
FIRST, Section 1.02 of Article I is amended by deleting such Section
in its entirety and replacing it with the following:
Special Meetings. Except as otherwise required by law, special
meetings of stockholders of the Corporation may be called at any time for
any purpose or purposes by the Board of Directors or by the President, and
shall be called by the President or Secretary upon the request of a
majority of the Directors or upon the written request of the holders of at
least a majority of all outstanding shares entitled to vote on the action
proposed to be taken. Special meetings shall be held at such place within
or without the State of Delaware and at such hour as may be designated in
the notice of such meeting and the business transacted shall be confined to
the object stated in the notice of the meeting.
SECOND, Section 2.01 of Article II is amended by deleting such Section
in its entirety and replacing it with the following:
Qualifications and Number; Term; Vacancies. A Director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The number constituting the entire Board shall be at least one,
the exact number of Directors to be determined from time to time by
resolution adopted by affirmative vote of a majority of the entire Board of
Directors. Directors shall be nominated and serve for such terms, and
vacancies shall be filled, as provided in the Certificate of Incorporation.
Directors may be removed only for cause.
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THIRD, Clause (2) of Section 6.01 of Article IV is amended by deleting
such Clause in its entirety and replacing it with the following:
by the affirmative vote of the holders of at least a majority of the
stock of the Corporation generally entitled to vote, voting together as a
single class.
Dated as of November 28, 2000
