AMENDED
AND RESTATED
BY-LAWS
OF
DREW
INDUSTRIES INCORPORATED
ARTICLE
I
Offices
SECTION
1: REGISTERED OFFICE - The registered office of the Corporation shall be
established and maintained at the office of the Corporation Service Company,
in
the State of Delaware, and said Corporation Service Company shall be the
registered agent of this Corporation.
SECTION
2: OTHER OFFICES - The Corporation may have other offices, either within
or
without the State of Delaware, at such place or places as the Board of Directors
may from time to time appoint or the business of the Corporation may
require.
ARTICLE
II
Meeting
of Stockholders
SECTION
1: ANNUAL
MEETINGS - Annual Meetings of Stockholders for the election of directors
and for
such other business as may be stated in a Notice of the Meeting, shall be
held
at such place, whether within or without the State of Delaware, and at such
time
as the Board of Directors shall determine as set forth in the Notice of the
Meeting.
The
annual meeting of stockholders shall be held within thirteen months of the
previous annual meeting. If the annual meeting is not, for any reason, held
as
specified herein, the Board of Directors shall provide that such meeting
be held
a soon as practicable.
At
each
annual meeting, the stockholders entitled to vote shall elect a Board of
Directors and they may transact such other corporate business as shall be
stated
in the Notice of the Meeting.
SECTION
2: VOTING - Each stockholder shall be entitled to one vote for each Share
of
Common Stock held of record on all matters on which stockholders are entitled
to
vote. Any stockholder entitled to vote at a meeting of stockholders may
authorize another person to vote in his or her place by written proxy but
no
proxy shall be voted after three years from its date unless such proxy provides
for a longer period. Voting at meetings of stockholders need not be by written
ballot. All elections for directors shall be decided by plurality vote; all
other questions shall be decided by majority vote except as otherwise provided
by the Certificate of Incorporation or the laws of the State of Delaware,
these
by-laws, or the rules or regulations of any stock exchange applicable to
the
Corporation.
A
complete list of the stockholders entitled to vote at any meeting shall be
maintained by the Corporation in the usual course of its business. Such
stockholder’s list 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 days prior to the meeting at the principal office of the
Corporation, or any office designated for the purpose. The stockholder’s list
shall also be available at any stockholder’s meeting.
SECTION
3: QUORUM - At any meeting of stockholders the holders of a majority of the
shares of capital stock of the Corporation issued and outstanding and entitled
to vote, present in person or represented by proxy, shall constitute a quorum
of
the stockholders for all purposes unless a greater or lesser quorum shall
be
provided by law or by the Certificate of Incorporation and in such case the
representation of the number so required shall constitute a quorum. The
stockholders present in person or by proxy at a meeting at which a quorum
is
present may continue to do business until adjournment, notwithstanding
withdrawal of enough stockholders to leave less than a quorum.
Whether
or not a quorum is present, the meeting may be adjourned from time to time
by a
vote of the shares present. At any such adjourned meeting, at which a quorum
shall be present, any business may be transacted which might have been
transacted at the meeting if held at the time specified in the notices
thereof.
SECTION
4: SPECIAL MEETINGS. - Special meetings of the stockholders for any purposes
may
be called at any time by the Board of Directors, but such special meetings
may
not be called by any other person or persons. Business transacted at any
special
meeting of stockholders shall be limited to the purposes stated in the
notice.
SECTION
5: NOTICE OF MEETINGS - Whenever stockholders are required or permitted to
take
any action at a meeting, a notice of the meeting shall be given that shall
state
the place, if any, date and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called. Unless
otherwise provided by law, the Certificate of Incorporation or these by-laws,
the notice of any meeting shall be given not less than ten (10) days nor
more
than sixty (60) days before the date of the meeting to each stockholder entitled
to vote at such meeting. If mailed, such notice shall be deemed to be given
when
deposited in the United States mail, postage prepaid, directed to the
stockholder at such stockholder’s address as it appears on the records of the
corporation.
Attendance
of a person at a meeting of stockholders, in person or by proxy, constitutes
a
waiver of notice of the meeting, except when the stockholder attends a meeting
for the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened.
SECTION
6: WRITTEN CONSENT - Unless otherwise restricted by the certificate of
incorporation, any action required or permitted to be taken at any annual
or
special meeting of the stockholders may be taken without a meeting, without
prior notice and without a vote, if a consent or consents 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 and shall be delivered to the corporation
by
delivery to its registered office in the State of Delaware, its principal
place
of business, or an officer or agent of the corporation having custody of
the
book in which minutes of proceedings of stockholders are recorded. Prompt
notice
of the taking of the corporate action without a meeting by less than unanimous
written consent shall, to the extent required by law, be given to those
stockholders who have not consented in writing and who, if the action had
been
taken at a meeting, would have been entitled to notice of the meeting if
the
record date for such meeting had been the date that written consents signed
by a
sufficient number of holders to take the action were delivered to the
corporation.
SECTION
7: TYPE OF MEETING - The Board of Directors may determine to hold the annual
or
any special meeting of stockholders solely by means of remote communication
in
accordance with Section 211(a)(2) of the Delaware General Corporation
Law.
ARTICLE
III
Directors
SECTION
1: NUMBER AND TERM - The number of directors shall be not less than three
and
not more than a number which shall be determined from time to time by resolution
of the Board. The directors shall be elected at the annual meeting of the
stockholders and each director shall be elected to serve until his or her
successor shall be elected and shall qualify. If the number of directors
is
increased by the Board of Directors such additional directors so provided
for
may be elected by a majority vote of the entire Board of Directors to hold
office until the next annual election of directors and until their successors
qualify. Directors need not be stockholders.
SECTION
2: RESIGNATIONS - Any director, member of a committee or other officer may
resign at any time. Such resignation shall be made in writing, and shall
take
effect at the time of its receipt by the Chairman of the Board or the Chief
Executive Officer or Secretary. The acceptance of a resignation shall not
be
necessary to make it effective.
SECTION
3: NEWLY CREATED DIRECTORSHIPS AND VACANCIES - Newly created directorships
resulting from any increase in the authorized number of directors or any
vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be
filled
by a majority vote of the directors then in office, and directors so chosen
shall hold office for a term expiring at the Annual Meeting of Stockholders.
No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director, and such decrease shall not be
effective until the next annual meeting of stockholders.
SECTION
4: NOMINATION OF DIRECTOR CANDIDATES -
(a)
Nominations
of candidates for election as directors of the Corporation at any meeting
of
stockholders called for election of directors (an “Election Meeting”) may be
made by the Board of Directors or by any stockholder entitled to vote at
such
Election Meeting.
(b)
Nominations
made by the Board of Directors shall be made at a meeting of the Board of
Directors, or by written consent of directors in lieu of a meeting, not less
than thirty days prior to the date of the Election Meeting.
(c)
Not
less
than ninety days prior to the date of the Election Meeting in the case of
an
annual meeting, and not more than seven days following the date of notice
of the
meeting in the case of a special meeting, any stockholder who intends to
make a
nomination at the Election Meeting shall deliver a notice to the Secretary
of
the Corporation setting forth (i) the name, age, business address and residence
address of each nominee proposed in such notice, (ii) the principal occupation
or employment of each such nominee, (iii) the number of shares of capital
stock
of the Corporation which are beneficially owned by each such nominee, (iv)
a
statement that the nominee is willing to be nominated and (v) such other
information concerning each such nominees as would be required, under the
rules
of the Securities and Exchange Commission, in a proxy statement soliciting
proxies for the election of such nominees.
(d)
In
the
event that a person is validly designated as a nominee in accordance with
paragraph (b) or (c) hereof and shall thereafter become unable or unwilling
to
stand for election to the Board of Directors, the Board of Directors or the
stockholder who proposed such nominee, as the case may be, may designate
a
substitute nominee.
(e)
If
the
Chairman of the Election Meeting determines that a nomination was not made
in
accordance with the procedures as set forth in these by-laws, such nominations
shall be void.
SECTION
5: POWERS - The Board of Directors shall exercise all of the powers of the
Corporation except such as are by law, or by the Certification of Incorporation
of the Corporation or by these by-laws, conferred upon or reserved to the
stockholders.
SECTION
6: COMMITTEES OF THE BOARD - The Board of Directors may designate one or
more
Committees, including an Audit Committee, Compensation Committee and Corporate
Governance and Nominating Committee, and such other Committees that the Board
deems necessary, each consisting of one or more independent directors of
the
Corporation as members, with such power and authority as prescribed by the
by-laws or as provided in a resolution of the Board of Directors, except
as
limited by Section 141(c), Delaware General Corporation Law.
SECTION
7: MEETINGS - Regular meetings of the directors may be held without notice
at
such places and times as shall be determined from time to time, in advance, by
resolution of the directors.
The
Board
shall hold an annual meeting within 48 hours of the annual meeting of
stockholders. Special meetings of the Board may be called by the Chief Executive
Officer and shall be called by the Secretary upon the written request of
any two
directors on at least two days’ notice to each director. Such meeting shall be
held at such time and place as may be determined by the directors for all
special meetings or, if no such determination on it has been made, as shall
be
stated in the call of the meeting.
Unless
otherwise restricted by the Certificate of Incorporation or these by-laws,
members of the Board of Directors, or any committee designated by the Board
of
Directors, may participate in a meeting of the Board of Directors, or of
any
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
the
meeting.
SECTION
8: QUORUM - A majority of the entire Board shall constitute a quorum for
the
transaction of business. If at any meeting of the Board there shall be less
than
a quorum present, a majority of those present may adjourn the meeting from
time
to time until a quorum is obtained, and no further notice thereof need be
given
other than by announcement at the meeting which shall be so adjourned. If
a
quorum is obtained, the meeting may continue as a valid meeting even if members
withdraw so as to reduce the number of directors present to less than a quorum.
Unless otherwise specified in the Certificate of Incorporation or these by-laws,
a majority vote of the directors present at any meeting shall constitute
the
action of the Board.
SECTION
9: 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
IV
Officers
SECTION
1: EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE; RESIGNATION;
REMOVAL; VACANCIES - The Board of Directors shall elect a Chief Executive
Officer, Chief Financial Officer, and Secretary, and it may, if it so
determines, choose a Chairperson of the Board or an independent Lead Director
from among its members. The Board of Directors may also choose one or more
Vice
Presidents, one or more Assistant Secretaries, a Treasurer and one or more
Assistant Treasurers and such other officers as it shall from time to time
deem
necessary or desirable. Each such officer shall hold office until the first
meeting of the Board of Directors after the annual meeting of stockholders
next
succeeding his or her election, and until his or her successor is elected
and
qualified or until his or her earlier resignation or removal. Any officer
may
resign at any time upon written notice to the corporation. The Board of
Directors may remove any officer with or without cause at any time, but
such
removal shall be without prejudice to the contractual rights of such officer,
if
any, with the corporation. Any number of offices may be held by the same
person.
Any vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term
by the
Board of Directors at any regular or special meeting.
SECTION
2: POWERS AND DUTIES OF EXECUTIVE OFFICERS - The officers of the corporation
shall have such powers and duties in the management of the corporation as
may be
prescribed in a resolution by the Board of Directors and, to the extent not
so
provided, as generally pertain to their respective offices, subject to the
control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance
of his
or her duties.
SECTION
3: APPOINTING ATTORNEYS AND AGENTS; VOTING SECURITIES OF OTHER ENTITIES
- Unless
otherwise provided by resolution adopted by the Board of Directors, the
Chairperson of the Board, the independent Lead Director, the President,
the
Chief Financial Officer, 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 other 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 to consent in writing, in the name of the
corporation as such holder, to any action by such other corporation or
other
entity, and may instruct the person or persons so appointed as to the manner
of
casting such votes or giving such consents, 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
or she
may deem necessary or proper. Any of the rights set forth in this Section
3
which may be delegated to an attorney or agent may also be exercised directly
by
the Chairperson of the Board, the independent Lead Director, the President,
the
Chief Financial Officer, or the Vice President.
SECTION
4: CHIEF EXECUTIVE OFFICER - The Chief Executive Officer shall have the
general
powers and duties of supervision and management usually vested in the Chief
Executive Officer of a Corporation. The Chief Executive Officer shall preside
at
all meetings of the stockholders, if present, and, in the absence of the
Chairman of the Board of Directors, or Lead Director at all meeting of
the Board
of Directors, and shall have general supervision, direction and control
of the
business of the Corporation. Except as the Board of Directors shall authorize
the execution thereof in some other manner, he or she shall execute bonds,
mortgages, and other contracts on behalf of the Corporation, and shall
cause the
seal to be affixed to any instrument requiring it and when so affixed the
seal
shall be attested by the signature of the Secretary or the Treasurer or
an
Assistant Secretary or an Assistant Treasurer.
SECTION
5: PRESIDENT, VICE PRESIDENT - The President and each Vice President shall
have
such powers and shall perform such duties as shall be assigned to him or
her by
the directors.
SECTION
6: CHIEF FINANCIAL OFFICER - The Chief Financial Officer shall be responsible
for all accounting, financial and reporting matters of the Corporation. The
Chief Financial Officer shall render to the Chief Executive Officer and Board
of
Directors at the regular meetings of the Board of Directors, or whenever
they
may request it, an account of all his or her transactions as Chief Financial
Officer and of the financial condition of the Corporation.
SECTION
7: TREASURER - Custody of the corporate funds and securities shall be maintained
under the supervision of the Treasurer. The Treasurer will assure that the
Corporation keeps full and accurate accounts of receipts and disbursements
in
books belonging to the Corporation. Under his or her supervision all deposits
of
moneys and other valuables is the name and to the credit of the Corporation
shall be made in such depositories as may be designated by the Board of
Directors.
The
Treasurer or his or her designees shall disburse or supervise the disbursement
of the funds of the Corporation as may be ordered by the Board of Directors,
or
the Chief Executive Officer, taking proper vouchers for such disbursements.
SECTION
8: SECRETARY - The Secretary shall give, or cause to be given, notice of
all
meetings of stockholders and directors, and all other notices required by
law or
by these By-Laws, and in case of his or her absence or refusal or neglect
so to
do, any such notice may be given by any person directed by the Chief Executive
Officer, or by the directors, or stockholders, upon whose requisition the
meeting is called as provided in these By-Laws. He or she shall record or
cause
to be recorded all the proceedings of the meetings of the Corporation and
of the
directors in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him or her by the directors or the Chief Executive
Officer. He or she shall have custody of the seal of the Corporation and
shall
affix the same to all instruments requiring it, when authorized by the directors
or the Chief Executive Office, and attest the same.
SECTION
9: ASSISTANT TREASURERS AND ASSISTANT SECRETARIES - Assistant Treasurers
and
Assistant Secretaries, if any, shall be elected and shall have such powers
and
shall perform such duties as shall be assigned to them, respectively, by
the
directors.
SECTION
10: TERM IN OFFICE - The term of each officer shall continue until the next
annual meeting of directors.
All
officers shall be subject to removal with or without cause at any time by
the
affirmative vote or majority of the entire Board.
ARTICLE
V
Miscellaneous
SECTION
1: CERTIFICATES OF STOCK - Certificates of stock, signed by the Chairman
of the
Board of Directors, Chief Executive Officer, or President, or Lead Director,
or
Executive Vice President, and the Chief Financial Officer, Treasurer or
an
Assistant Treasurer, or Secretary or an Assistant Secretary, or evidence
of
electronic book entry, shall be issued to each stockholder certifying the
number
of shares owned by such person in the Corporation. Any of or all the signatures
may be facsimiles.
SECTION
2: LOST CERTIFICATES - A new certificate of stock, or evidence of electronic
book entry, may be issued in the place of any certificate theretofore issued
by
the Corporation, alleged to have been lost or destroyed, and the directors
may,
in their discretion, require the owner of the lost or destroyed certificate,
or
his or her legal representatives, to give the Corporation a bond, in such
sum as
they may direct, not exceeding double the value of the stock at the date
the
Company is notified of the lost certificate, to indemnify the Corporation
against any claim that may be made against it on account of the alleged loss
of
any such certificate or the issuance of any such new certificate.
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 directors may designate, by whom they shall be canceled,
and
new certificates, or evidence of electronic book entry, 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: TAKING RECORDS OF STOCKHOLDERS - For the purpose of determining stockholders
entitled to vote at a meeting of stockholders or an adjournment thereof
or to
express consent or to dissent from a proposal without a meeting, or for
the
purpose of determining stockholders entitled to receive payment of a dividend
or
allotment of a right, or for the purpose of any action, the Board of Directors
shall fix, in advance, the record date for any such determination of
stockholders. The date shall not be more than sixty nor less than ten days
before the date of the meeting, nor more than sixty days before any other
action.
SECTION
5: DIVIDENDS - Dividends upon the capital stock of the Corporation may be
declared by the Board of Directors at any regular or special meeting and
may be
paid from any source permitted by law.
SECTION
6: SEAL - The corporate seal shall be circular in form and shall contain
the
name of the Corporation, the year of its creation and the words “CORPORATE SEAL
DELAWARE.” Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
SECTION
7: FISCAL YEAR - The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.
SECTION
8: 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 two of such officers of the Corporation, and in such manner
as
shall be determined from time to time by resolution of the Board of
Directors.
SECTION
9: NOTICE AND WAIVER OF NOTICE - Whenever any notice is required by these
by-laws to be given, personal notice is not meant unless expressly so stated,
and any notice so required shall be deemed to be sufficient if given by
depositing the same in the United States mail, postage prepaid, addressed
to the
person entitled thereto at his or her address as it appears on the records
of
the Corporation, and such notice shall be deemed to have been given on the
day
of such mailing. Stockholders not entitled to vote shall not be entitled
to
receive notice of any meetings except as otherwise provided by Statute
Whenever
any notice is required to be given under the provisions of any law, or under
the
provisions of the Certificate of Incorporation or these By-Laws, 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.
ARTICLE
VI
Amendments
These
By-Laws may be altered, amended or repealed and new By-Laws made, by the
Board
of Directors, but the stockholders may make additional By-Laws and may
alter or
repeal any By-Laws whether adopted by them or otherwise.
ARTICLE
VII
Indemnification
Expenses
SECTION
1: PREPAYMENT OF EXPENSES - The Corporation shall pay the expenses (including
attorneys’ fees) incurred by any person whom it indemnifies pursuant to its
Restated Certificate of Incorporation, as amended (“an Indemnitee”) in defending
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (a “Proceeding”) in advance of its final disposition, provided,
however, that, to the extent required by law, such payment of expenses in
advance of the final disposition of the Proceeding shall be made only upon
receipt of an undertaking by the Indemnitee to repay all amounts advanced
if it
should be ultimately determined that the Indemnitee is not entitled to be
indemnified under the Restated Certificate of Incorporation, as
amended.
SECTION
2: CLAIMS - If a claim for payment of expenses under this Article VII is
not
paid in full within sixty (60) days after a written claim therefore by the
Indemnitee has been received by the Corporation, the Indemnitee may file
suit to
recover the unpaid amount of such claim and, if successful in whole or in
part,
shall be entitled to be paid the expense of prosecuting such claim. In any
such
action, the Corporation shall have the burden of proving that the Indemnitee
is
not entitled to the requested indemnification or payment of expenses under
applicable law.
SECTION
3: NONEXCLUSIVITY OF RIGHTS - The rights conferred on any Indemnitee by this
Article VII shall not be exclusive of any other rights which such Indemnitee
may
have or hereafter acquires under any statute, provision of the Restated
Certificate of Incorporation, as amended, these By-Laws, agreement, vote
of
stockholders or disinterested directors, or otherwise.
SECTION
4: OTHER SOURCES - The Corporation’s obligation, if any, to indemnify or to
advance expenses to any Indemnitee who was or is serving at its request as
a
director, officer, employee or agent of another corporation, partnership,
joint
venture, trustee, enterprise or nonprofit entity shall be reduced by any
amount
such Indemnitee may collect as indemnification or advancement of expenses
from
such other corporation, partnership, joint venture, trust, enterprise or
non-profit enterprise.
SECTION
5: AMENDMENT OR REPEAL - Any repeal or modification of the foregoing provisions
of this Article VII shall not adversely affect any right or protection hereunder
of any Indemnitee in respect of any act or omission occurring prior to the
time
of such repeal or modification.
SECTION
6: OTHER INDEMNIFCATION AND PREPAYMENT OF EXPENSES - This Article VII shall
not
limit the right of the Corporation, to the extent and in the manner permitted
by
law, to indemnify and to advance expenses to persons other than Indemnitees
when
and as authorized by appropriate corporate action.