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Title: |
Bylaws |
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Date: |
2005 |
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38KB total |
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Price: |
$31 |
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ID: |
#1880124 |
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BY-LAWS
OF
CD ACQUISITION CORP.
Effective As
Of: April 30, 2002.
TABLE OF CONTENTS
| Page | ||||||
| ARTICLE I. OFFICES | ||||||
| ARTICLE II. SHAREHOLDERS | ||||||
| Section 2.1. | Annual Meeting | 1 | ||||
| Section 2.2. | Special Meetings | 1 | ||||
| Section 2.3. | Place of Meeting | 1 | ||||
| Section 2.4. | Notice of Meeting | 2 | ||||
| Section 2.5. | Meetings, How Convened | 2 | ||||
| Section 2.6. | Closing Transfer Books; Record Date | 2 | ||||
| Section 2.7. | Voting Lists | 2 | ||||
| Section 2.8. | Quorum | 3 | ||||
| Section 2.9. | Proxies | 3 | ||||
| Section 2.10. | Voting of Shares | 3 | ||||
| Section 2.11. | Voting of Shares by Certain Holders | 3 | ||||
| Section 2.12. | Shareholder Action Without a Meeting | 4 | ||||
| Section 2.13. | Cumulative Voting Rights Denied | 4 | ||||
| Section 2.14. | Shareholders Right to Examine Books and Records | 4 | ||||
| ARTICLE III. BOARD OF DIRECTORS | ||||||
| Section 3.1. | General Powers | 5 | ||||
| Section 3.2. | Number, Term and Qualifications | 5 | ||||
| Section 3.3. | Regular Meetings | 5 | ||||
| Section 3.4. | Special Meetings | 5 | ||||
| Section 3.5. | Notice | 5 | ||||
| Section 3.6. | Quorum; Participation by Telephone | 5 | ||||
| Section 3.7. | Manner of Acting | 6 | ||||
| Section 3.8. | Action Without a Meeting | 6 | ||||
| Section 3.9. | Resignations | 6 | ||||
| Section 3.10. | Removal by Shareholders | 6 | ||||
| Section 3.11. | Removal by Board of Directors | 6 | ||||
| Section 3.12. | Vacancies | 6 | ||||
| Section 3.13. | Compensation | 6 | ||||
| Section 3.14. | Presumption of Assent | 7 | ||||
| Section 3.15. | Committee | 7 | ||||
| ARTICLE IV. OFFICERS | ||||||
| Section 4.1. | Number | 7 | ||||
| Section 4.2. | Election and Term of Office | 7 | ||||
| Section 4.3. | Removal | 7 | ||||
i
| Page | ||||||
| Section 4.4. | Resignations | 7 | ||||
| Section 4.5. | Vacancies | 8 | ||||
| Section 4.6. | President | 8 | ||||
| Section 4.7. | Vice-President(s) | 8 | ||||
| Section 4.8. | Secretary | 8 | ||||
| Section 4.9. | Salaries | 9 | ||||
| ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS | 9 | |||||
| Section 5.1. | Contracts | 9 | ||||
| Section 5.2. | Loans | 9 | ||||
| Section 5.3. | Checks, Drafts, etc. | 9 | ||||
| Section 5.4. | Deposits | 9 | ||||
| ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER | 9 | |||||
| Section 6.1. | Certificates for Shares | 9 | ||||
| Section 6.2. | Transfer of Shares | 10 | ||||
| ARTICLE VII. FISCAL YEAR | 10 | |||||
| ARTICLE VIII. DIVIDENDS | 10 | |||||
| ARTICLE IX. FINANCIAL INTEREST OF CORPORATE OFFICERS; EFFECT ON CONTRACTS | 10 | |||||
| ARTICLE X. CORPORATE SEAL | 11 | |||||
| ARTICLE XI. WAIVER OF NOTICE | 11 | |||||
| ARTICLE XII. AMENDMENTS | 11 | |||||
ii
BY-LAWS
OF
CD ACQUISITION CORP.
ARTICLE I. OFFICES
The principal office of the Corporation in the State of Missouri shall be located at c/o United Industries Corporation, 8825 Page Boulevard, St. Louis, Missouri 63114. The Corporation may have such other office(s), either within or without the State of Missouri, as the Board of Directors may designate or as the business of the Corporation may require from time to time.
The registered office of the Corporation required by The General and Business Corporation Law of Missouri to be maintained in the State of Missouri may be, but need not be, identical with its principal office in the State of Missouri, and the address of the registered office may be changed from time to time by the Board of Directors.
ARTICLE II. SHAREHOLDERS
Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be held on the third Monday of February, in each year, beginning with the year 2003, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Missouri, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be arranged.
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