<PAGE>
Exhibit 3.4
AMENDED AND RESTATED
BY-LAWS
OF
UNITED STATES CAN COMPANY
(Amended and Restated on July 22, 1999)
ARTICLE I
OFFICES AND RECORDS
SECTION (1) REGISTERED OFFICE. The registered office of the Corporation
shall be established and maintained at the office of The Corporation Trust
Company at 1209 Orange Street in the City of Wilmington, County of New Castle,
State of Delaware, and The Corporation Trust Company shall be the registered
agent of the Corporation at such address.
SECTION (2) OTHER OFFICES. The Corporation may have such other offices,
either within or without the State of Delaware, as the Board of Directors may
designate or as the business of the Corporation may from time to time require.
SECTION (3) BOOKS AND RECORDS. The books and records of the Corporation
may be kept outside the State of Delaware at such place or places as may from
time to time be designated by the Board of Directors.
ARTICLE II
STOCKHOLDERS
SECTION (1) ANNUAL MEETINGS. Annual meetings of stockholders for the
election of directors and other proper corporate business shall be held at such
place, either within or without the State of Delaware, and at such time and date
as the Board of Directors, by resolution, shall determine and as set forth in
the notice of the meeting. At each annual meeting, the stockholders entitled to
vote shall elect a Board of Directors and may transact any other proper
corporate business. The business to be transacted at any annual meeting need not
be specified in the notice of such meeting.
SECTION (2) TIME, PLACE AND PURPOSE OF SPECIAL MEETINGS. Special
meetings of stockholders, for any purpose or purposes, unless otherwise
prescribed by the Certificate of Incorporation or by law, may be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting. The purpose or purposes of any special meeting need
not be specified in the notice of such meeting.
<PAGE>
SECTION (3) CALLING OF SPECIAL MEETINGS. Special meetings of the
stockholders may be called only by the Chairman of the Board, by a vote of a
majority of the total number of directors which the Corporation would have if
there were no vacancies (the "Whole Board") or by the holders of a majority of
the outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock").
SECTION (4) NOTICE OF MEETINGS. Written or printed notice, stating the
place, day and hour of the meeting, shall be delivered by the Corporation not
less than ten (10) days nor more than sixty (60) days before the date of the
meeting, either personally or by mail, to each stockholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail with postage thereon prepaid, addressed
to the stockholder at his address as it appears on the stock transfer books of
the Corporation. Such further notice shall be given as may be required by law.
SECTION (5) QUORUM AND ADJOURNMENT. Except as otherwise provided by law
or by the Certificate of Incorporation, the holders of a majority of the Voting
Stock, represented in person or by proxy, shall constitute a quorum at a meeting
of stockholders, except that when specified business is to be voted on by a
class or series of stock voting as a class, the holders of a majority of the
shares of such class or series shall constitute a quorum of such class or series
for the transaction of such business. The Chairman of the meeting or a majority
of the shares so represented may adjourn the meeting from time to time, whether
or not there is such a quorum. No notice of the time and place of adjourned
meetings need be given except as required by law. The stockholders present at a
duly called meeting at which a quorum is present may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
SECTION (6) VOTING. Each stockholder shall be entitled to vote in
accordance with the terms of the Certificate of Incorporation and in accordance
with the provisions of these By-laws, in person or by proxy, but no proxy shall
be voted after three years from its date, unless such proxy provides for a
longer period.
A complete list of the stockholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
SECTION (7) [RESERVED].
SECTION (8) PROCEDURE FOR ELECTION OF DIRECTORS; REQUIRED VOTE. At all
meetings of the stockholders at which directors are to be elected, a plurality
of the votes cast thereat shall elect
2
<PAGE>
directors. Except as otherwise provided by law, the Certificate of
Incorporation, or these By-laws, in all matters other than the election of
directors, the affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote on the matter shall be
the act of the stockholders.
SECTION (9) [RESERVED].
SECTION (10) CONSENT OF STOCKHOLDERS IN LIEU OF MEETING. Any action
required or permitted to be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing. Such written consent shall be filed with the records of
the Corporation.
ARTICLE III
BOARD OF DIRECTORS
SECTION (1) GENERAL POWERS. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. In addition to
the powers and authorities by these By-laws expressly conferred upon them, the
Board of Directors may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-laws required to be exercised or done by the
stockholders.
SECTION (2) NUMBER, TENURE AND QUALIFICATIONS. The number of directors
shall be fixed from time to time pursuant to a resolution adopted by a majority
of the Whole Board or by action of the stockholders, but shall consist of not
more than twelve (12) nor less than six (6) directors. The directors shall be
elected at each annual meeting of stockholders, except as provided in the
Certificate of Incorporation or Section 9 of this Article, and each director
shall hold office until the next annual meeting of stockholders and until his
successor shall have been elected and qualified or until his death, resignation,
disqualification or removal from office. Directors need not be stockholders of
the Corporation.
SECTION (3) REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this By-law immediately after,
and at the same place as, the annual meeting of stockholders. The Board of
Directors may, by resolution, provide the time and place for the holding of
additional regular meetings without other notice than such resolution.
SECTION (4) SPECIAL MEETINGS. Special meetings of the Board of
Directors shall be called at the request of the Chairman of the Board, the
President or any two of the directors then in office. The person or persons
authorized to call special meetings of the Board of Directors may fix the place
and time of the meetings.
3
<PAGE>
SECTION (5) NOTICE. Notice of any special meeting of directors shall be
given to each director at his business or residence in writing by hand delivery,
first-class or overnight mail or courier service, telegram or facsimile
transmission, or orally by telephone. If mailed by first-class mail, such notice
shall be deemed adequately delivered when deposited in the United States mails
so addressed, with postage thereon prepaid, at least five (5) days before such
meeting. If by telegram, overnight mail or courier service, such notice shall be
deemed adequately delivered when the telegram is delivered to the telegraph
company or the notice is delivered to the overnight mail or courier service
company at least twenty-four (24) hours before such meeting. If by facsimile
transmission, such notice shall be deemed adequately delivered when the notice
is transmitted at least twelve (12) hours before such meeting. If by telephone
or by hand delivery, the notice shall be given at least twelve (12) hours prior
to the time set for the meeting. 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. A meeting may be held at any time
without notice if all the directors are present or if those not present waive
notice of the meeting in accordance with Article VI, Section 4 of these By-laws.
SECTION (6) ACTION BY CONSENT OF BOARD OF DIRECTORS. 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 all members of the Board
or committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.
SECTION (7) CONFERENCE TELEPHONE MEETINGS. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
SECTION (8) QUORUM. Subject to Article III, Section 9 of these By-laws,
a whole number of directors equal to at least a majority of the Whole Board
shall constitute a quorum for the transaction of business, but if at any meeting
of the Board of Directors there shall be less than a quorum present, a majority
of the directors present may adjourn the meeting from time to time without
further notice. The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors. The
directors present at a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough directors to leave
less than a quorum.
SECTION (9) VACANCIES. Subject to applicable law and unless the Board
of Directors otherwise determines, vacancies resulting from death, resignation,
retirement, disqualification, removal from office or other cause, and newly
created directorships resulting from any increase in
4
<PAGE>
the authorized number of directors, may be filled by the affirmative vote of a
majority of the remaining directors, though less than a quorum of the Board of
Directors, and directors so chosen shall, subject to Article III, Section 11 of
these By-laws, hold office for a term expiring at the next annual meeting of
stockholders and until such director's successor shall have been duly elected
and qualified.
SECTION (10) EXECUTIVE AND OTHER COMMITTEES. The Board of Directors
may, by resolution adopted by a majority of the Whole Board, designate an
Executive Committee to exercise, subject to applicable provisions of law, all
the powers of the Board in the management of the business and affairs of the
Corporation when the Board is not in session, including, without limitation, the
power to declare dividends, to authorize the issuance of the Corporation's
capital stock and to adopt a certificate of ownership and merger pursuant to
Section 253 of the General Corporation Law of the State of Delaware, and may, by
resolution similarly adopted, designate one or more other committees. The
Executive Committee and each such other committee shall consist of two or more
directors of the Corporation. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. Any such committee, other than the
Executive Committee (the powers of which are expressly provided for herein), may
to the extent permitted by law exercise such powers and shall have such
responsibilities as shall be specified in the designating resolution. In the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
member of the Board to act at the meeting in the place of any such absent or
disqualified member. Each committee shall keep written minutes of its
proceedings and shall report such proceedings to the Board when required.
A majority of any committee may determine its action and fix the time
and place of its meetings, unless the Board shall otherwise provide. Notice of
such meetings shall be given to each member of the committee in the manner
provided for in Article III, Section 5 of these By-laws. The Board shall have
power at any time to fill vacancies in, to change the membership of, or to
dissolve, any such committee. Nothing herein shall be deemed to prevent the
Board from appointing one or more committees consisting in whole or in part of
persons who are not directors of the Corporation; PROVIDED, HOWEVER, that no
such committee shall have or may exercise any authority of the Board.
SECTION (11) REMOVAL. Any director, or the entire Board of Directors,
may be removed from office at any time, with or without cause, by the
affirmative vote of the holders of a majority of the voting power of all of the
then outstanding shares of Voting Stock, voting together as a single class.
SECTION (12) RECORDS. The Board of Directors shall cause to be kept a
record containing the minutes of the proceedings of the meetings of the Board
and of the stockholders, appropriate stock books and registers and such books of
records and accounts as may be necessary for the proper conduct of the business
of the Corporation.
5
<PAGE>
SECTION (13) COMPENSATION. Directors shall not receive any stated
salary for their services as directors or as members of committees, but by
resolution of the Board a fixed fee and expenses of attendance may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity as an
officer, employee, agent or otherwise, and receiving compensation therefor.
ARTICLE IV
OFFICERS
SECTION (1) ELECTED OFFICERS. The elected officers of the Corporation
shall be a Chairman of the Board of Directors, a President, a Secretary, a
Treasurer, and such other officers (including, without limitation, a Chief
Financial Officer) as the Board of Directors from time to time may deem proper.
The Chairman of the Board shall be chosen from among the directors. All officers
elected by the Board of Directors shall each have such powers and duties as
generally pertain to their respective offices, subject to the specific
provisions of this Article IV. Such officers shall also have such powers and
duties as from time to time may be conferred by the Board of Directors or by any
committee thereof. The Board or any committee thereof may from time to time
elect, or the Chairman of the Board or President may appoint, such other
officers (including one or more Vice Presidents, Assistant Secretaries,
Assistant Treasurers, and Assistant Controllers) and such agents, as may be
necessary or desirable for the conduct of the business of the Corporation. Such
other officers and agents shall have such duties and shall hold their offices
for such terms as shall be provided in these By-laws or as may be prescribed by
the Board or such committee or by the Chairman of the Board or President, as the
case may be.
SECTION (2) ELECTION AND TERM OF OFFICE. The elected officers of the
Corporation shall be elected annually by the Board of Directors at the regular
meeting of the Board of Directors held after the annual meeting of the
stockholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign, but any officer may be
removed from office at any time, with or without cause, by the affirmative vote
of a majority of the Whole Board or, except in the case of an officer or agent
elected by the Board, by the Chairman of the Board or President. Such removal
shall be without prejudice to the contractual rights, if any, of the person so
removed.
SECTION (3) CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors and
shall be the Chief Executive Officer of the Company. The Chairman of the Board
shall be responsible for the general management of the affairs of the
Corporation and shall perform all duties incidental to his office which may be
required by law and all such other duties as are properly required of him by the
Board of Directors. He shall make reports to the Board of Directors and the
stockholders, and shall see that all orders and resolutions of the Board of
Directors and of any committee thereof are carried into effect. The Chairman of
the Board may also serve as President, if so elected by the Board.
6
<PAGE>
SECTION (4) PRESIDENT. The President shall act in a general executive
capacity and shall assist the Chairman of the Board in the administration and
operation of the Corporation's business and general supervision of its policies
and affairs. The President shall, in the absence of or because of the inability
to act of the Chairman of the Board, perform all duties of the Chairman of the
Board and preside at all meetings of stockholders and of the Board of Directors.
SECTION (5) VICE-PRESIDENTS. Each Vice President shall have such powers
and shall perform such duties as shall be assigned to him by the Board of
Directors, the Chairman of the Board or the President, as the case may be.
SECTION (6) CHIEF FINANCIAL OFFICER. The Chief Financial Officer (if
any) shall be a Vice President and act in an executive financial capacity. He
shall assist the Chairman of the Board and the President in the general
supervision of the Corporation's financial policies and affairs.
SECTION (7) TREASURER. The Treasurer shall exercise general supervision
over the receipt, custody and disbursement of corporate funds. The Treasurer
shall cause the funds of the Corporation to be deposited in such banks as may be
authorized by the Board of Directors, or in such banks as may be designated as
depositaries in the manner provided by resolution of the Board of Directors. He
shall have such further powers and duties and shall be subject to such
directions as may be granted or imposed upon him from time to time by the Board
of Directors, the Chairman of the Board or the President.
SECTION (8) SECRETARY. The Secretary shall keep or cause to be kept in
one or more books provided for that purpose, the minutes of all meetings of the
Board, the committees of the Board and the stockholders; he shall see that all
notices are duly given in accordance with the provisions of these By-laws and as
required by law; he shall be custodian of the records and the seal of the
Corporation and affix and attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest the seal to all other
documents to be executed on behalf of the Corporation under its seal; and he
shall see that the books, reports, statements, certificates and other documents
and records required by law to be kept and filed are properly kept and filed;
and in general, he shall perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board, the Chairman of the Board or the President.
SECTION (9) [RESERVED].
SECTION (10) VACANCIES. A newly created elected office and a vacancy in
any elected office because of death, resignation, or removal may be filled by
the Board of Directors for the unexpired portion of the term at any meeting of
the Board of Directors. Any vacancy in an office appointed by the Chairman of
the Board or the President because of death, resignation or removal may be
filled by the Chairman of the Board or the President.
7
<PAGE>
ARTICLE V
STOCK CERTIFICATES, TRANSFERS AND RECORD DATE
SECTION (1) STOCK CERTIFICATES AND TRANSFERS. The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the Board of Directors may from time to time prescribe.
The certificates of stock shall be signed by, or in the name of the Corporation
by, the Chairman of the Board, the President or any Vice President, and by the
Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary,
and may be countersigned and registered in such manner as the Board of Directors
may by resolution prescribe. All or any of the signatures on such certificates
to be in facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate has
ceased to be such officer, transfer agent or registrar before such certificate
is issued, it may be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date of issue.
SECTION (2) LOST, STOLEN OR DESTROYED CERTIFICATES. No certificate for
shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed or stolen, except on production of such
evidence of such loss, destruction or theft and on delivery to the Corporation
of a bond of indemnity in such amount, upon such terms and secured by such
surety, as the Board of Directors or any officer may in its or his discretion
require.
SECTION (3) TRANSFER OF SHARES. The shares of stock of the Corporation
shall be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the Corporation by the delivery
thereof to the person in charge of the stock and transfer books and ledgers, or
to such other person as the Board of Directors may designate, by whom they shall
be cancelled, and new certificates shall thereupon be issued. A record shall be
made of each transfer and whenever a transfer shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer.
SECTION (4) STOCKHOLDERS RECORD DATE. In order that the Corporation may
determine 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 lawful action, the Board of Directors may fix, in
advance, a record date, which 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. A determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; PROVIDED, HOWEVER, that the Board of Directors may fix a new record
date for the adjourned meeting.
8
<PAGE>
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION (1) FISCAL YEAR. The fiscal year of the Corporation shall begin
on the first day of January and end on the thirty-first day of December of each
year.
SECTION (2) DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Certificate of
Incorporation.
SECTION (3) SEAL. The corporate seal shall have inscribed thereon the
words "Corporate Seal - Delaware" and around the margin thereof the words
"United States Can Company".
SECTION (4) WAIVER OF NOTICE. Whenever any notice is required to be
given to any stockholder or director of the Corporation under the provisions of
the General Corporation Law of the State of Delaware, the Certificate of
Incorporation or these By-laws, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice. Neither
the business to be transacted at, nor the purpose of, any annual or special
meeting of the stockholders or the Board of Directors or any committee thereof
need be specified in any waiver of notice of such meeting.
SECTION (5) [RESERVED].
SECTION (6) RESIGNATIONS. Any director or any officer, whether elected
or appointed, may resign at any time by giving written notice of such
resignation to the Chairman of the Board, the President or the Secretary, and
such resignation shall be deemed to be effective as of the close of business on
the date said notice is received by the Chairman of the Board, the President or
the Secretary, or at such later time as is specified therein. No formal action
shall be required of the Board of Directors or the stockholders to make any such
resignation effective.
ARTICLE VII
CONTRACTS, PROXIES, ETC.
SECTION (1) CONTRACTS. Except as otherwise required by law, the
Certificate of Incorporation or these By-laws, any contracts or other
instruments may be executed and delivered in the name and on behalf of the
Corporation by such officer or officers of the Corporation as the Board of
Directors may from time to time direct. Such authority may be general or
confined to specific instances as the Board may determine. The Chairman of the
Board, the President or any Vice President may execute bonds, contracts, deeds,
leases and other instruments to be made or executed for or on behalf of the
Corporation. Subject to any restrictions imposed by the Board of
9
<PAGE>
Directors or the Chairman of the Board, the Chairman of the Board, the President
or any Vice President of the Corporation may delegate contractual powers to
others under his jurisdiction, it being understood, however, that any such
delegation of power shall not relieve such officer of responsibility with
respect to the exercise of such delegated power.
SECTION (2) VOTING OF SHARES IN OTHER CORPORATIONS OR ENTITIES. Unless
otherwise provided by resolution adopted by the Board of Directors, the Chairman
of the Board, the President or any Vice President may from time to time appoint
an attorney or attorneys or agent or agents of the Corporation, in the name and
on behalf of the Corporation, to cast the votes which the Corporation may be
entitled to cast as the holder of stock or other securities in any other
corporation or entity, any of whose stock or other securities may be held by the
Corporation, at meetings of the holders of the stock or other securities of such
other corporation or entity, or to consent in writing, in the name of the
Corporation as such holder, to any action by such other corporation or entity,
and may instruct the person or persons so appointed as to the manner of casting
such votes or giving such consent, and may execute or cause to be executed in
the name and on behalf of the Corporation and under its corporate seal or
otherwise, all such written proxies or other instruments as he may deem
necessary or proper in the premises.
ARTICLE VIII
AMENDMENTS
SECTION (1) AMENDMENTS. These By-laws may be altered or repealed, and
any By- laws may be made, at any annual meeting of the stockholders or at any
special meeting thereof by the affirmative vote of the holders of a majority of
the then outstanding Voting Stock, or by the affirmative vote of a majority of
the Whole Board at any regular or special meeting of the Board of Directors.
10
