Exhibit 3.2
BYLAWS
of
TECH LABORATORIES, INC.
ARTICLE I
OFFICES
The Company shall maintain a principal office in the State of New Jersey as
required by law. The Company may also have offices in such other places either
within or without the State of New Jersey as the Board of Directors may from
time designate or as the business of the Company may require.
ARTICLE II
SEAL
The seal of the Company shall be circular in form and shall have the name
of the Company on the circumference and the words and numerals "Corporate Seal
1947 New Jersey" in the center.
ARTICLE III
MEETINGS OF STOCKHOLDERS
1. PLACE - Meetings of the stockholders of the Company shall be held at
such place either within or without the State of New Jersey as may from time to
time be designated by the Board of Directors and stated in notice of meeting.
2. ANNUAL MEETING - Commencing in 1977, an annual meeting of the
stockholders of the Company shall be held in each year on the second Thursday in
April (or if that be a legal holiday, then on the next business day) between the
hours of 9 a.m. and 4 p.m. for the election of directors and for the election of
directors and for the transaction of such other business as may be brought
before the meeting.
At such annual meeting, if a majority of the stock shall not be
represented, the stockholders present shall have the power to adjourn to a day
certain, and notice of the meeting of the adjourned day shall be given by
depositing the same in the post office, addressed to each stockholder, at least
five days before such adjourned meeting, exclusive of the day of mailing, but if
a majority of the stock be present in person or by proxy they shall have power
from time to time to adjourn the annual meeting to any subsequent day or days,
and no notice of adjourned meeting need be given.
3. SPECIAL MEETINGS - Special meetings of the stockholders may be called on
the order of the President or of a majority of the Board of Directors.
4. NOTICE - Written notice of all meetings of the stockholders shall be
mailed to or delivered to each stockholder at least ten days and not more than
60 days prior to the meeting. Notice of any special meeting shall state in
general terms the purposes for which the meeting is to be held.
5. QUORUM - The holders of a majority of the issued and outstanding shares
of the capital stock of the Company entitled to vote thereat, present in person
or represented by proxy, shall constitute a quorum for the transaction of
business at all meetings of the stockholders except as may otherwise be provided
by law, by the Certificate of Incorporation or by these ByLaws.
6. VOTING - At all meetings of the stockholders, every registered owner of
shares entitled to vote may vote in person or by proxy and shall have one vote
for each such share standing in his name on the books of the Company.
7. CHAIRMAN OF MEETING - The President, or, in his absence, a Vice
President shall preside at all meetings of the stockholders; and, in the absence
of the President and Vice President, the Board of Directors may appoint any
stockholder to act as chairman of the meeting.
8. SECRETARY OF MEETING - The Secretary of the Company shall act as
secretary of all meetings of the stockholders; and, in his absence, the chairman
may appoint any person to act as secretary of the meeting.
ARTICLE IV
BOARD OF DIRECTORS
1. MANAGEMENT OF COMPANY - The property, business, and affairs of the
Company shall be managed and controlled by its Board of Directors.
2. COMPOSITION OF BOARD - The Board of Directors shall consist of 7
members. At the first annual meeting of the stockholders following adoption of
these By-Laws, 2 directors shall be elected to serve until the annual meeting of
stockholders held in the year following their election; 2 directors shall be
elected to serve until the annual meeting of stockholders held two years
following their election and 3 directors shall be elected to serve until the
annual meeting of stockholders held three years following their election;
provided, however, that in each case directors shall continue to serve until
their successors shall be elected and shall qualify. At the expiration of the
initial term of office of each respective director, his successor shall be
elected to serve until the annual meeting of stockholders held three years next
following. the number of directors may be increased or decreased by amendment of
this provision of the By-Laws.
3. Vacancy - Whenever any vacancy shall occur in the Board of Directors, by
reason of death, resignation, or increase in the number of directors or
otherwise, it may be filled by a majority of the remaining directors, though
less than a quorum, for the balance of the term except that, in the case of an
increase in the number of directors, such vacancy may be filled only until the
next annual meeting of stockholders, at which time the vacancy shall be filled
by vote of the stockholders.
4. MAINTENANCE OF BONDS OUTSIDE STATE - The Board of Directors may hold
meetings and keep the books of the Company outside the State of New Jersey
except that a duplicate stock ledger shall be maintained at the principal office
of the Company in the State of New Jersey.
5. ANNUAL MEETING - The annual meeting of the Board of Directors, of which
no notice shall be necessary, shall be held immediately following the annual
meeting of the stockholders or immediately following any adjournment thereof for
the purpose of the organization of the Board and the
election or appointment of officers for the ensuing year and for the transaction
of such other business as may conveniently and properly be brought before such
meeting.
6. Quorum - A majority of the directors in office shall constitute a quorum
for the transaction of all business of the company.
7. SPECIAL MEETING - Special meeting of the Board of Directors may be
called by order of the Chairman of the Board, the President, or by one-third of
the directors for the time being in office. The Secretary shall give notice of
the time, place, and purpose or purposes of each special meeting by mailing the
same at least two days before the meeting or by telephoning or telegraphing the
same at least one day before the meeting to each director.
8. CONDUCT OF MEETINGS - At meetings of the Board of Directors, the
Chairman of the Board, the President, or a designated Vice President shall
preside. At any meeting at which every director shall be present, even though
without any notice, any business may be transacted.
9. COMPENSATION - The directors shall receive such compensation for their
services as directors and as members of any committee appointed by the Board as
may be prescribed by the Board of Directors and shall be reimbursed by the
Company for ordinary and reasonable expenses incurred in the performance of
their duties.
10. MANIFESTATION OF DISSENT - A director of the Company who is present at
a meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such descent by
registered mail to the Secretary of the Company immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
ARTICLE V
OFFICERS
1. ELECTION - The Board of Directors may elect from its own number a
Chairman of the Board and shall elect a President from its own number and such
Vice Presidents (who may or may not be directors) as in the opinion of the Board
the business of the Company requires, a Treasurer, a Secretary, and a General
Counsel; and it shall elect or appoint from time to time such other or
additional officers as in its opinion are desirable for the conduct of the
business of the Company.
2. REMOVAL - Any officer or agent shall be subject to removal at any time
by the affirmative vote of a majority of the whole Board of Directors. Any
officer, agent, or employee, other than officers appointed by the Board of
Directors, shall hold office at the discretion of the officer appointing them.
3. DUTIES OF CHAIRMAN - The Chairman of the Board of Directors if elected,
or failing his election, the President, shall preside at all meetings of the
Board of Directors and shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by the Bylaws.
4. DUTIES OF PRESIDENT - The President shall be the chief executive and
administrative officer of the Company. He shall preside at all meetings of the
stockholders and, in the absence of the Chairman of the Board, at meetings of
the Board of Directors. He shall exercise such duties as
customarily pertain to the office of President and shall have general and active
supervision over the property, business, and affairs of the Company and over its
several officers. He may appoint officers, agents, or employees other than those
appointed by the Board of Directors. He may sign, execute and deliver in the
name of the Company powers of attorney, contracts, bonds and other obligations
and shall perform such other duties as may be prescribed from time to time by
the Board of Directors or by the Bylaws.
5. DUTIES OF VICE PRESIDENTS - The Vice Presidents shall have such powers
and perform such duties as may be assigned to them by the Board of Directors or
the President. In the absence or disability of the President, the Vice President
designated by the Board or the President shall perform the duties and exercise
the powers of the President. A Vice President may sign and execute contracts and
other obligations pertaining to the regular course of his duties.
6. DUTIES OF TREASURER - The Treasurer shall, subject to the direction of a
designated Vice President, have general custody of all the funds and securities
of the Company and have general supervision of the collection and disbursement
of funds of the Company. He shall endorse on behalf of the Company for
collection checks, notes and other obligations, and shall deposit the same to
the credit of the Company in such bank or banks or depositaries as the Board of
Directors may designate. He may sign, with the President, or such other person
or persons as may be designated for the purpose by the Board of Directors, all
bills of exchange or promissory notes of the Company. He shall enter or cause to
be entered regularly in the books of the Company full and accurate account of
all moneys received and paid by him on account of the Company; shall at all
reasonable times exhibit his books and accounts to any director of the Company
upon application at the office of the Company during business hours; and,
whenever required by the Board of Directors or the President, shall render a
statement of his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.
7. SECRETARY - The Secretary shall, subject to the direction of a
designated Vice President, keep the minutes of all meetings of the stockholders
and of the Board of Directors, and to the extent ordered by the Board of
Directors or the President, the minutes of meetings of all committees. He shall
cause notice to be given of meetings of stockholders, of the Board of Directors,
and of any committee appointed by the Board. He shall have custody of the
corporate seal and general charge of the records, documents and papers of the
Company not pertaining to the performance of the duties vested in other
officers, which shall at all reasonable times be open to the examination of any
director. He may sign or execute contracts with the President or a Vice
President thereunto authorized in the name of the Company and affix the seal of
the Company thereto. He shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the Bylaws.
8. COUNSEL - The General Counsel shall advise and represent the Company
generally in all legal matters and proceedings and shall act as counsel to the
Board of Directors and the Executive Committee. The General Counsel may sign and
execute pleading, powers of attorney pertaining to legal matters, and any other
contracts and documents in the regular course of his duties.
9. BANK ACCOUNTS - In addition to such bank accounts as may be authorized
in the usual manner by resolution of the Board of Directors, the Treasurer with
the approval of the President or a Vice President may authorize such bank
accounts to be opened or maintained in the name and on behalf of the Company as
he may deem necessary or appropriate, payments from such bank accounts to be
made upon and according to the check of the Company which may be signed jointly
by either the manual or facsimile signature or signatures of such officers of
the Company as shall be specified in the written
instructions of the Treasurer of the Company with the approval of the President
or a Vice President of the Company.
10. VACANCIES - In case any office shall become vacant, the Board of
Directors shall have power to fill such vacancies. In case of the absence or
disability of any officer, the Board of Directors may delegate the powers or
duties of any officer to another officer or a director for the time being.
11. EXERCISE OF RIGHTS AS STOCKHOLDERS - Unless otherwise ordered by the
Board of Directors, the President or a Vice President thereunto duly authorized
by the President shall have full power and authority on behalf of this Company
to attend and to vote at any meeting of stockholders of any corporation in which
this Company may hold stock, and may exercise on behalf of this Company any and
all of the rights and powers incident to the ownership of such stock at any such
meeting, and shall have power and authority to execute and deliver proxies and
consents on behalf of this Company in connection with the exercise by this
Company of the rights and powers incident to the ownership of such stock. The
Board of Directors, from time to time, may confer like powers upon any other
person or persons.
ARTICLE VI
CAPITAL STOCK
1. STOCK CERTIFICATES - Certificates for stock of the Company shall be in
such from as the Board of Directors may from time to time prescribe and shall be
signed by the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary. If Certificates are signed
by a Transfer Agent, acting in behalf of the Company, and a Registrar, the
signatures of the officers of the Company may be facsimile.
2. TRANSFER AGENT - The Board of Directors shall have power to appoint one
or more Transfer Agents and Registrars for the transfer and registration
certificates of stock of any class, and may require that stock certificates
shall be countersigned and registered by one or more of such Transfer Agents and
Registrars.
3. TRANSFER OF STOCK - Shares of capital stock of the Company shall be
transferable on the books of the Company only by the holder of record thereof in
person or by a duly authorized attorney, upon surrender and cancellation of
certificates for a like number of shares.
4. LOST CERTIFICATES - In case any certificate for the capital stock of the
Company shall be lose, stolen, or destroyed, the Company may require such proof
of the fact and such indemnity to be given to it and to its Transfer Agent and
Registrar, if any, as shall be deemed necessary or advisable by it.
5. HOLDER OF RECORD - The Company shall be entitled to treat the holder of
record of any share or shares of stock as the holder thereof in fact and shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by law.
6. CLOSING OF BOOKS - The Board of Directors shall have power to close the
stock transfer books of the Company for a period not exceeding 50 days preceding
the date of any meeting of stockholders or the date for 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; provided that, in
lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date, not exceeding 50 days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend or the date for 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 stockholders entitled to notice of and to vote
at any such meeting, or entitled to receive payment of any such dividends, or
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion, or exchange of capital stock, and in such case only
stockholders of record on the date so fixed shall be entitled to such notice of
and to vote at such meeting, or to receive payment of such dividend, or
allotment of rights, or exercise such rights, as the case may be, and
notwithstanding any transfer of any stock on the books of the Company after any
such record date fixed as herein provided.
ARTICLE VII
MISCELLANEOUS
1. FISCAL YEAR - The Board of Directors shall have power to fix, and from
time to time change, the fiscal year of the Company. Unless otherwise fixed by
the Board, the calendar year shall be the fiscal year.
2. WAIVER OF NOTICE - Any notice required to be given under the provisions
of these Bylaws or otherwise may be waived by the stockholder, director, or
officer to whom such notice is required to be given.
ARTICLE VIII
AMENDMENT
The Board of Directors shall have power to add any provision to or to alter
or repeal any provision of these Bylaws by the vote of a majority of all of the
directors at any regular or special meeting of the Board, provided that a
statement of the proposed action shall have been included in the notice or
waiver of notice of such meeting of the Board. The stockholders may alter or
repeal any provision of these Bylaws by the vote of a majority of the
stockholders at any meeting, provided that a statement of the proposed action
shall have been included in the notice or waiver of notice of such meeting of
stockholders.