BYLAWS
of
TRIPLE S PLASTICS, INC.
A Michigan Corporation
(as amended on July 13, 2000)
ARTICLE I. OFFICES
Section 1. Registered Office. The registered office of the Corporation
shall be as specified in the Articles of Incorporation. The Corporation shall
keep records containing the names and addresses of all shareholders, the number,
class and series of shares held by each, and the dates when they respectively
became holders of record thereof, at its registered office or at the office of
its transfer agent.
Section 2. Other Offices. The business of the Corporation may be
transacted in such locations other than the registered office, within or outside
the State of Michigan, as the Board of Directors may from time to time
determine.
ARTICLE II. CAPITAL STOCK
Section 1. Stock Certificates. Certificates representing shares of the
Corporation shall be in such form as is approved by the Board of Directors.
Certificates shall be signed by the Chairman of the Board of Directors, Vice
Chairman of the Board of Directors, Chief Executive Officer, President or a
Vice President, and by Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary of the Corporation, and shall be sealed with the seal of the
Corporation, or a facsimile thereof, if one be adopted. The signatures of the
officers may be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation itself, or its
employees. In the event an officer who has signed, or whose facsimile signature
has been placed upon, a certificate ceases to be such officer before the
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 2. Replacement of Lost or Destroyed Certificates. In the event
of the loss or destruction of a stock certificate, no new certificate shall
be issued in place thereof until the Corporation has received from the
registered holder such assurances, representations, warranties and/or guarantees
as the Board of Directors, in its sole discretion, shall deem advisable, and
until the Corporation receives sufficient indemnification protecting it against
any claim that may be made on account of such loss or destroyed certificate, or
the issuance of any new certificate in place thereof, including an indemnity
bond in such amount and with sureties, if any, as the Board of Directors, in its
sole discretion, deems advisable. Any new certificate issued in place of any
such lost or destroyed certificate shall be plainly marked "duplicate" upon its
face.
Section 3. Transfer of Shares. The Board of Directors may appoint a
transfer agent or registrar of transfer and, upon such appointment, capital
shares of the Corporation shall be transferable only upon the books of the
transfer agent or registrar of transfer. The old certificates shall be
surrendered by delivery to the transfer agent or registrar, promptly endorsed
for transfer, and the old certificates shall be cancelled before a new
certificate is issued. The signature of an officer required by Section 1 of
this Article II, and the corporate seal, if any, may be facsimiles if the
certificate is countersigned by a transfer agent or registrar other than the
Corporation itself or its employees. If an officer whose facsimile signature
has been placed upon a certificate ceases to be such officer before the
certificate is issued, it may issued by the Corporation with the same effect
as if he or she were such officer at the date of issue. The transfer agent or
registrar of transfer shall keep records containing the names and addresses of
all shareholders, the number, class, and series of shares held by each, and the
dates when they became holders of record thereof respectively. The Corporation
shall be entitled to treat the person in whose name any share, right, or option
is registered as the Owner thereof for all purposes and shall not be bound to
recognize any equitable or other claim, regardless of any notice thereof, except
as may be specifically required by the laws of the state of Michigan.
Section 4. Rules Governing Stock Certificates. The Board of Directors
shall have the power and authority to make all such rules and regulations as
they may deem expedient concerning the issue, transfer and registration of
certificates of stock, and may appoint a transfer agent and a registrar of
transfer, and may require all such certificates to bear the signature of such
transfer agent and/or such registrar of transfers.
Section 5. Record Date for Stock Rights. The Board of Directors may fix,
in advance; a date not exceeding sixty (60) days preceding the date of payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, as a
record date for the determination of the shareholders entitled to receive
payment of any such dividends, or any such allotment of rights, or to exercise
the rights with respect to any such change, conversion, or exchange of capital
stock; and in such case, only shareholders of record on the date so fixed shall
be entitled to receive payment of such dividends, or allotment of rights, or
exercise such rights, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date is fixed.
In the event the Board of Directors shall fail to fix a record date as
provided in this Section 5 of Article II, the record date for the purposes
specified herein shall be the close of business on the day on which the
resolution of the Board of Directors relating thereto is adopted.
Section 6. Dividends. The Board of Directors, in its discretion, may
from time to time declare and direct payment of dividends or other distributions
upon its outstanding shares out of funds legally available for such purposes,
which dividends may be paid in cash, the Corporation's bonds or the
Corporation's property, including the shares or bonds of other corporations.
In addition to the declaration of dividends and other distributions provided
in this Section 6 of Article II, the Board of Directors, in its discretion,
from time to time may declare and direct the payment of a dividend in shares
of this Corporation, upon its outstanding shares, in accordance with and
subject to the provisions of the Michigan Business Corporation Act.
Section 7. Acquisition of Shares. Subject to the limitations of the
Michigan Business Corporation Act, the Board of Directors may authorize the
Corporation to acquire its own shares, and shares so acquired shall constitute
authorized but unissued shares.
Section 8. Chapter 7B of the Michigan Business Corporation Act shall not
apply to control share acquisitions (as defined in Chapter 7B of the Michigan
Business Corporation Act) relating to the Corporation.
ARTICLE III. SHAREHOLDERS
Section 1. Place of Meetings. Meetings of shareholders shall be held at
the registered office of the Corporation or at such other place, within or
outside the State of Michigan, as may be determined from time to time by the
Board of Directors; provided, however, if a meeting of shareholders is to be
held at a place other than the registered office of the Corporation, the notice
of the meeting shall designate such place.
Section 2. Annual Meeting. Annual meetings of shareholders for the
election of directors and for such other business as may come before the
meeting shall be held on a date not later than 180 days after the end of the
immediately preceding fiscal year, which date shall be determined by the Board
of Directors. If the annual meeting is not held on the designated date, the
Board of Directors shall cause a meeting to be held as soon thereafter as
convenient.
Section 3. Special Meetings. Special meetings of shareholders may be
called by the Chairman of the Board, the President or the Secretary, and shall
be called by either of them pursuant to resolution therefore by the Board of
Directors.
Section 4. Record Date for Notice and Vote. For the purpose of
determining shareholders entitled to notice of and to vote at a meeting of
shareholders or an adjournment of a meeting, the Board of Directors may fix a
record date which shall not precede the date on which the resolution fixing the
record date is adopted by the Board. The date shall be not more than sixty (60)
nor less than ten (10) days before the date of the meeting. If a record date is
not fixed, the record date for determination of shareholders entitled to notice
of or to vote at a meeting of shareholders shall be the close of business on the
day next preceding the day on which notice is given or, if no notice is given,
the day next preceding the day on which the meeting is held. When a
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders has been made as provided in this Section 4, the
determination applies to any adjournment of the meeting, unless the Board fixes
a new record date under this section for the adjourned meeting.
Section 5. Notice of Shareholder Meetings. Written notice of the time,
place and purposes of any meeting of shareholders shall be given not less than
ten (10) nor more than sixty (60) days before the date of the meeting to each
shareholder of record entitled to vote at the meeting. Such notice may be given
either by delivery in person to such shareholders or by mailing such notice to
shareholders at their addresses as the same appear on the stock books of the
Corporation.
A shareholder's attendance at a meeting, in person or by proxy, constitutes
a waiver of his objection to lack of notice or defective notice of the meeting
unless, at the beginning of the meeting, the shareholder objects to holding the
meeting or transacting business at the meeting, and constitutes a waiver of his
objection to consideration of a particular matter at the meeting that is not
within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.
Section 6. Voting Lists. The Corporation's officer or agent having charge
of its stock transfer books shall prepare and certify a complete list of the
shareholders entitled to vote at a shareholders' meeting or any adjournment
thereof, which list shall be arranged alphabetically within each class and
series, and shall show the address of, and the number of shares held by each
shareholder. The list shall be produced at the time and place of the meeting
of shareholders and be subject to inspection by any shareholder at any time
during the meeting. If for any reason the requirements with respect to the
shareholder list specified in this Section 6 of Article III have not been
complied with, any shareholder, either in person or by proxy, who in good faith
challenges the existence of sufficient votes to carry any action at the meeting,
may demand that the meeting be adjourned and the same shall be adjourned until
the requirements are complied with; provided, however, that failure to comply
with such requirements does not affect the validity of any action taken at the
meeting before such demand is made.
Section 7. Voting. Except as may otherwise be provided in the Articles
of Incorporation, each shareholder entitled to vote at a meeting of
shareholders, or to express consent or dissent without a meeting, shall be
entitled to one (1) vote, in person or by proxy, for each share of stock
entitled to vote held by such shareholder; provided however, no proxy shall
be voted after three (3) years from its date unless such proxy provides for a
longer period. A vote may be cast either orally or in writing as announced or
directed by the chairperson of the meeting prior to the taking of the vote.
When an action other than the election of directors is to be taken by vote of
the shareholders, it shall be authorized by a majority of the votes cast by
the holders of shares entitled to vote thereon, unless a greater plurality is
required by express requirement of the Michigan Business Corporation Act or of
the Articles of Incorporation, in which case such express provision shall
govern and control the decision of such question. Except as otherwise expressly
required by the Articles of Incorporation, directors shall be elected by a
plurality of the votes cast at an election.
Section 8. Quorum. Shares equalling a majority of all of the voting
shares of the capital stock of the Corporation issued and outstanding
represented in person or by proxy, shall constitute a quorum at the meeting.
Meetings at which less than a quorum is represented may be adjourned by a
vote of a majority of the shares present to a further date without further
notice other than the announcement at such meeting, and when the quorum shall
be present upon such adjourned date, any business may be transacted which
might have been transacted at the meeting as originally called. Shareholders
present in person or by proxy at any meeting of shareholders may continue to
do business until adjournment, notwithstanding the withdrawal of shareholders
to leave less than a quorum.
Section 9. Conduct of Meetings. The Chairman of the Board of Directors
of the Corporation or his designee shall call meetings of the shareholders to
order and shall act as chairman of such meetings unless otherwise determined
by the affirmative vote of a majority of all the voting shares of the capital
stock of the Corporation issued and outstanding. The Secretary of the
Corporation shall act as secretary of all meetings of shareholders, but in the
absence of the Secretary at any meeting of shareholders, or his inability or
refusal to act as secretary, the presiding officer may appoint any person to
act as secretary of the meeting.
Section 10. Inspector of Elections. The Board of Directors may, in
advance of a meeting of shareholders, appoint one or more inspectors to act
at the meeting or any adjournment thereof. In the event inspectors are not so
appointed, or an appointed inspector fails to appear or act, the person
presiding at the meeting of shareholders may, and on request of a shareholder
entitled to vote shall, appoint one or more persons to fill such vacancy or
vacancies, or to act as inspector. The inspector(s) shall determine the number
of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, the validity and effect of proxies, and
shall receive votes, ballots or consents, hear and determine challenges and
questions arising in connection with the right to vote, count and tabulate
votes, ballots or consents, determine the results, and do such acts as are
proper to conduct the election or vote with fairness to all shareholders.
Section 11. Notification of Shareholder Proposals. The Board of
Directors of the Corporation shall submit for consideration and vote by the
shareholders, at any meeting of the shareholders, only those proposals that
are first brought before the meeting by or at the direction of the Board of
Directors, or by any shareholder entitled to vote at such meeting: (a) who
submits to the Corporation a timely Notice of Proposal in accordance with the
requirements of this Section 11 and the proposal is a proper subject for action
by shareholders under Michigan law; or (b) whose proposal is included in the
Corporation's proxy materials in compliance with all the requirements set forth
in the applicable rules and regulations of the Securities and Exchange
Commission.
Each shareholder's Notice of Proposal shall set forth:
(i) The name and address of the shareholder submitting the proposal,
as they appear on the Corporation's books and records;
(ii) A representation that the shareholder (1) is a holder of record
of stock of the Corporation entitled to vote at such meeting, (2) will continue
to hold such stock through the date on which the meeting is held, and
(3) intends to appear in person or by proxy at the meeting to submit the
proposal for shareholder vote;
(iii) A brief description of the proposal desired to be submitted
to the meeting for shareholder vote and the reasons for conducting such business
at the meeting; and
(iv) A description of any financial or other interest of such
shareholder in the proposal.
A Notice of Proposal must be given, either by personal delivery or by
United States mail, postage prepaid, and received by the Corporation not less
than thirty (30) days prior to the date of the originally scheduled meeting,
regardless of any adjournments thereof to a later date; provided that, if less
than forty (40) days' notice of the meeting of shareholders is given by the
Corporation, the Notice of Proposal must be received by the Corporation not
later than the close of business on the tenth (10th) day following the date
on which the notice of the scheduled meeting was first mailed to the
shareholders.
The Secretary of the Corporation shall notify a shareholder in writing
whether his or her Notice of Proposal has been made in accordance with all the
requirements of this Section 11. The chairman of the meeting may refuse to
acknowledge the proposal of any shareholder not made in compliance with all
such requirements.
ARTICLE IV. DIRECTORS
Section 1. Board of Directors. Except as may otherwise be provided in
the Corporation's Articles or Incorporation or these Bylaws, the business and
affairs of the Corporation shall be managed by a Board of Directors. The size
of the Board, the classification of the Board, the manner of filling vacancies
occurring in the Board, nominations for directors, and removal of directors
shall be as provided for in the Corporation's Articles of Incorporation.
Section 2. Place of Meetings and Records. The directors shall hold their
meetings, and maintain the minutes of the proceedings of meetings of
shareholders, Board of Directors, and executive and other committees, if any,
and keep the books and records of account for the Corporation, in such place
or places, within or outside the State of Michigan, as the Board may from time
to time determine.
Section 3. Annual Meetings of Directors. The newly elected Directors
shall hold their first meeting promptly after the Annual Meeting of Shareholders
at which they were elected, for purposes of electing officers of the
Corporation and transacting such other business as may properly come before the
meeting. No notice of such meeting, other than these Bylaws, shall be necessary
in order to legally constitute the meeting, provided a quorum is present.
Section 4. Regular Meetings of the Board. Regular meetings of the Board
of Directors may be held at such times and places and pursuant to such notice,
if any, as may be established from time to time by resolution of the Board of
Directors.
Section 5. Special Meetings of the Board. Special meetings of the Board
of Directors may be called by the Chairman of the Board, the President or the
Secretary, and shall be called by one of them upon the written request of a
majority of the Directors. Written notice of the time and place of special
meetings of the Board shall be delivered personally or mailed to each director
at least forty-eight (48) hours prior thereto. Attendance of a Director at a
special meeting constitutes a waiver of notice of the meeting, except where a
director attends the meeting for the express, purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
Section 6. Meeting Participation By Means Of Communication Equipment.
Members of the Board of Directors or any committee designated by the Board of
Directors may participate in the meeting of the Board of Directors or of
such committee by means of a conference telephone or similar communication
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Section 6
shall constitute presence in person at such meeting.
Section 7. Quorum and Vote. At all meetings of the Board or a committee
thereof, a majority of the members of the Board of Directors then in office or
members of such committee, but not less than two (2) (if there are at least
two (2) members of the Board or such committee) shall constitute a quorum for
the transaction of business. The act of a majority of the members present at
any meeting at which there is a quorum shall be the act of the Board of
Directors or the committee. If a quorum shall not be present at any meeting
of the Board of Directors or a committee, the members present thereat may
adjourn the meeting from time to time into another place without notice other
than an announcement at the meeting until a quorum shall be present.
Section 8. Action of the Board Without a Meeting. Any action required
or permitted to be taken pursuant to authorization voted at a meeting of the
Board of Directors, or any committee thereof, may be taken without a meeting
if, before or after the action, all members of the Board of Directors then in
office, or of such committee, consent thereto in writing. Such written consent
shall be filed with the minutes of the proceedings of the Board of Directors
and the consent shall have the same effect as a vote of the Board of Directors
for all purposes.
Section 9. Committees. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation. The
Board of Directors may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified member of any
committee. In the absence or in the event of the disqualification of a member
of a 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 the place of any such absent or disqualified member. A committee
and each member thereof shall serve at the pleasure of the Board.
Any committee, to the extent provided in the resolution of the Board or in
these Bylaws, shall have and may exercise the powers of the Board of Directors
in the management of the business and affairs of the Corporation. No committee,
however, shall have the power or authority to amend the Articles of
Incorporation or Bylaws of the Corporation, adopt an agreement of merger or
consolidation, recommend to the shareholders the sale, lease or exchange of all
or substantially all of the Corporation's property and assets, recommend to the
shareholders a dissolution of the Corporation or a revocation of a dissolution,
or fill vacancies in the Board of Directors. The committee shall not have the
power or authority to declare a distribution, dividend or authorize the
issuance of stock unless such power is granted to such committee by specific
resolution of the Board of Directors. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the Board of Directors. The committees shall keep regular minutes of their
proceedings and report the same to the Board when required.
Section 10. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board or of any committees of which they are a member, and may be paid a
fixed sum for attendance at each meeting of the Board or such committee,
and/or a stated fee for serving as a director or for serving on any such
committee.
ARTICLE V. OFFICERS
Section 1. Designation of Officers. The officers of the Corporation shall
consist of such officers as the Board of Directors shall determine from time to
time, and may include a Chairman of the Board, a Chief Executive Officer, a
President, a Secretary, a Treasurer, one or more Vice Presidents, and such
other or different offices as may be established by the Board of Directors.
The officers of the Corporation need not be directors or shareholders. Any two
or more offices may be held by the same person, but an officer shall not
execute, acknowledge or verify any instrument in more than one capacity if the
instrument is required by law to be executed, acknowledged or verified by two
or more officers.
Section 2. Election of Officers. The officers of the Corporation shall be
elected at the first meeting of the Board of Directors, or by action taken
pursuant to written consent, after the annual meeting of shareholders. Officers
shall hold office for the term of their election and until their respective
successors are elected and qualified, or until resignation or removal.
Section 3. Resignation and Removal. An officer may resign by written
notice to the Corporation, which resignation is effective upon its receipt by
the Corporation or at a subsequent time specified in the notice of resignation.
The Chairman, Chief Executive Officer, or President may be removed at any time,
with or without cause, but only on the affirmative vote of a majority of the
full Board of Directors. All vice presidents, the secretary and the treasurer
may be removed at any time, with or without cause, by the Chief Executive
Officer or President, or by majority vote of the directors present at any
meeting. Any assistant secretary or assistant treasurer, or subordinate officer
or agent appointed pursuant to Section 2 of Article V of these Bylaws may be
removed at any time, with or without cause, by a majority vote of directors
present in a meeting, by the Chief Executive Officer or President, or any
committee authorized to do so by resolution of the Board.
Section 4. Compensation of Officers. The Board of Directors, by
affirmative vote of a majority of Directors in office and irrespective of any
personal interest of any of them, may establish reasonable compensation of
officers for services to the Corporation.
Section 5. Chairman of the Board. The Chairman of the Board of Directors,
if one be elected, shall be elected by the directors from among the directors
then serving. The Chairman of the Board shall preside at all meetings of the
Board of Directors and meetings of the shareholders, and shall perform such
other duties as from time to time may be determined by resolution of the Board
of Directors not inconsistent with these Bylaws.
Section 6. Chief Executive Officer. The Chief Executive Officer of the
Corporation shall have such authority and shall perform such duties in the
management of the Corporation as usually are vested in or incident to the office
of a chief executive officer of a corporation. In the absence or nonelection of
the Chairman of the Board of Directors, the Chief Executive Officer shall
preside at all meetings of the Board of Directors and meetings of the
shareholders.
Section 7. President. The President of the Corporation shall have such
authority and shall perform such duties as shall be assigned to him by the
Board of Directors.
Section 8. Vice Presidents. The Vice Presidents shall have such
authority and shall perform such duties as shall be assigned to them by the
Board of Directors and may be designated by such special titles as the Board of
Directors shall approve.
Section 9. Treasurer. The Treasurer, or other officer performing the
duties of a Treasurer, shall have custody of the corporate funds and securities
and shall keep full and accurate account of receipts and disbursements in
books belonging to the Corporation. The Treasurer shall deposit all money and
other valuables in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer
shall disburse the funds of the Corporation as may be ordered by the Board of
Directors or the Chief Executive Officer or President taking proper vouchers
for such disbursements. The Treasurer shall render to the Chief Executive
Officer or President and Board of Directors, or any member thereof, at such
times as they may request within reason, an account of all his transactions as
Treasurer and of the financial condition of the Corporation. In general the
Treasurer shall perform all duties incident to the office of Treasurer and such
other duties as may be assigned by the Board of Directors. The Treasurer may be
required to give bond for the faithful performance of his duties in such sum and
with such surety, at the expense of the Corporation, as the Board of Directors
may from time to time require.
Section 10. Secretary. The Secretary shall give or cause to be given
notice of all meetings of shareholders and Directors and all other notices
required by law or by these Bylaws, and in case of his absence or refusal or
neglect to do so, any such notice may be given by the shareholders upon whose
requisition the meeting is called, as provided in these Bylaws. The Secretary
shall record all the proceedings of the meetings of the shareholders and of
the Directors in one or more books provided for that purpose. The Secretary
shall have custody of the seal of the Corporation, if one be provided, and
shall affix the same to all instruments requiring it when authorized by the
Directors or the Chief Executive Officer or President. The Secretary shall
have such authority and perform such other duties as may be assigned by the
Board of Directors.
Section 11. Other Offices. Other officers elected by the Board of
Directors shall have such authority and shall perform such duties in the
management of the Corporation as may be determined by resolution of the Board
of Directors not inconsistent with these Bylaws.
Section 12. Bonds. If the Board of Directors shall so require, the
treasurer, and the assistant treasurer and/or other officer or agent of the
Corporation, shall give bond to the Corporation in such amount and with such
surety as the Board of Directors may deem sufficient, conditioned upon the
faithful performance of the respective duties and offices.
ARTICLE VI. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation, and no evidences of indebtedness shall be issued in its name,
unless authorized by resolution of the Board of Directors. Such authorization
may be general or confined to specific instances.
Section 3. Checks. All checks, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation, not otherwise
employed, shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may determine.
ARTICLE VII. MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of this Corporation shall end
on the 31st day of March of each year.
Section 2. Notices. Whenever any notice is required to be given under
the provisions of any law, the Articles of Incorporation for this Corporation,
or by these Bylaws, it shall not be construed or interpreted to mean personal
notice, unless expressly so stated, and any notice so required shall be deemed
to be sufficient if given in writing by mail, by depositing the same in a Post
Office box, postage prepaid, addressed to the person entitled thereto at his
last known Post Office address, and such notice shall be deemed to have been
given on the day of such mailing. Shareholders not entitled to vote shall not
be entitled to receive notice of any meetings, except as otherwise provided by
law or these Bylaws.
Section 3. Waiver of Notice. Whenever any notice is required to be
given under the provisions of any law, or the Articles of Incorporation for
this Corporation, or these Bylaws a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
Section 4. Voting of Securities. Securities of another corporation,
foreign or domestic, standing in the name of this Corporation which are
entitled to vote shall be voted, in person or by proxy, by the Chief Executive
Officer of this Corporation or by such other or additional persons as may be
designated by the Board of Directors.
ARTICLE VIII. AMENDMENTS
Except as may otherwise be provided in the Articles of Incorporation or
these Bylaws, these Bylaws may be amended, repealed or new Bylaws adopted
either by a majority vote of the Board of Directors at a regular or special
meeting of the Board, or by vote of the holders of a majority of the stock of
the Corporation voting at any annual or special meeting, if notice of the
proposed amendment, repeal or adoption be contained in the notice of such
meeting.
The foregoing Bylaws, as amended, were adopted by the Board of Directors
of Triple S Plastics, Inc. on July 13, 2000.
_/s/_DANIEL_B._CANAVAN_______________
Daniel B. Canavan, Secretary
