EXHIBIT 3.4
Published on November 5, 1998
Exhibit 3.4
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BYLAWS
OF
BALL AEROSPACE & TECHNOLOGIES CORP.
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BALL AEROSPACE & TECHNOLOGIES CORP.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of Ball
Aerospace & Technologies Corp. (the "Corporation") in the State of Delaware
shall be at 1209 Orange Street in the City of Wilmington, County of New
Castle, and the registered agent in charge thereof shall be The Corporation
Trust Company.
SECTION 2. OTHER OFFICES. The Corporation may also have an office
or offices at any other place or places within or without of the State of
Delaware.
ARTICLE II
MEETINGS OF STOCKHOLDERS; STOCKHOLDERS'
CONSENT IN LIEU OF MEETING
SECTION 1. ANNUAL MEETINGS. The annual meeting of the
stockholders for the election of directors, and for the transaction of such
other business as may properly come before the meeting, shall be held at such
place, date and hour as shall be fixed by the Board of Directors (the
"Board") and designated in the notice or waiver of notice thereof, except
that no annual meeting need to be held if all actions, including the election
of directors, required by the General Corporation Law of Delaware to be taken
at a stockholders' annual meeting are taken by written consent in lieu of
meeting pursuant to Section 4 of this Article II.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders
may be called at any time by the Board, the Chairman of the Board, or the
President of the Corporation to be held at such place, date and hour as shall
be designated in the notice.
SECTION 3. NOTICE OF MEETINGS. Unless waived in writing by the
stockholder or record or unless such stockholder shall be represented at the
meeting in person or by proxy, each stockholder of record shall be given
written notice of each
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meeting of stockholders not less than 10 nor more than 60 days before the
date of such meeting, which notice shall state the place, date and hour of
the meeting, and, in case of a special meeting, the purpose or purposes for
which the meeting is called.
SECTION 4. STOCKHOLDERS' CONSENT IN LIEU OF MEETINGS. Any action
by stockholders or by any class thereof 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 the common stock
or by the holders of such class, as the case may be, 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. Such writing or writings shall be filed with the minutes of
stockholder meetings.
SECTION 5. STOCKHOLDERS' MEETINGS. The Chairman of the Board, if
any, shall preside at all meetings of the stockholders.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by the Board, which may exercise all such powers
of the Corporation and do all such lawful acts and things as are not by law
or by the Restated Certificate of Incorporation directed or required to be
exercised or done by the stockholders.
SECTION 2. NUMBER OF ELECTION OF DIRECTORS. The Board shall
consist of not less than one nor more than 15 members, the exact number of
which shall be determined from time to time by the Board. Except as provided
otherwise herein, directors shall be elected by a plurality of the votes cast
at the Annual Meeting of Stockholders, and each director so elected shall
hold office until the next Annual Meeting and until his successor is duly
elected and qualified; or until his earlier resignation or removal. Any
director may resign at any time upon notice to the Corporation. Directors
need not be stockholders.
SECTION 3. CHAIRMAN OF THE BOARD AND ORGANIZATION OF BUSINESS.
The Board may elect from among its members a Chairman of the Board, who shall
preside
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at all meetings of the Board at which he shall be present. The Chairman of
the Board shall be subject to removal as Chairman (but not as a director) at
any time, either with or without cause, by a unanimous vote of all directors
(other than the Chairman of the Board) then in office. In the Chairman's
absence, a chairman chosen by the directors present shall act as chairman.
The Corporation's Secretary or, in his absence, any person (who shall be an
Assistant Secretary if an Assistant Secretary shall be present) who the
Chairman shall appoint, shall act as secretary of such meeting and keep the
minutes thereof.
SECTION 4. RESIGNATIONS. Any director may resign at any time by
giving written notice of his resignation to the Board, the Chairman of the
Board, the President, or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if the time
when it is become effective shall not be specified therein, when accepted by
action of the Board. Except as aforesaid, the acceptance of such resignation
shall not be necessary to make it effective.
SECTION 5. REMOVAL OF DIRECTORS. A director may be removed with
or without cause, at any time by an affirmative vote of the majority of the
whole Board or of the majority of the stockholders then entitled to vote at
an election of directors.
SECTION 6. VACANCIES. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and qualified, or until
their earlier resignation or removal.
SECTION 7. MEETINGS. The Board may hold meetings, both regular
and special, either within or without the State of Delaware. Regular
meetings of the Board may be held without notice at such time and at such
place as may from time to time be determined by the Board. Special meetings
of the Board may be called by the Chairman, if there be one, the President,
or any two directors. Notice thereof stating the place, date and hour of the
meeting shall be given to each director either by mail not less than 48 hours
before the date of the meeting, by telephone or telegram on 24 hours' notice,
or on such shorter notice as the person or persons calling such meeting deem
necessary or appropriate in the circumstances. A written waiver of notice,
signed by the person entitled thereto, whether before or after the time
stated therein, shall be equivalent to adequate notice.
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SECTION 8. QUORUM AND MANNER OF ACTING. Except as may be
otherwise specifically provided by law, the Certificate of Incorporation or
these Bylaws, at all meetings of the Board, a majority of the entire Board
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board. If a quorum shall not be present at any
meeting of the Board, the directors present thereat may adjourn the meeting
from time to time, without notice other than announcement at the meeting,
until a quorum shall be present.
SECTION 9. UNANIMOUS DIRECTOR CONSENT IN LIEU OF MEETING. Any
action required or permitted to be taken at a meeting of the Board or any
committee appointed pursuant to Article IV hereof 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
the proceedings of the Board or committee.
SECTION 10. ACTION BY MEANS OF CONFERENCE TELEPHONE OR SIMILAR
COMMUNICATIONS EQUIPMENT. Any one or more members of the Board, or of any
committee designated by the Board, may participate in a meeting of the Board
or any 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 participation in a meeting by such means
shall constitute presence in person at such meeting.
SECTION 11. REIMBURSEMENT OF EXPENSES. The Board may provide that
the Corporation shall reimburse each director or member of a committee for
any expenses incurred by him on account of his attendance at any meeting of
the Board or of any committee, or both. Nothing contained in this Section
shall be construed to preclude any director from serving the Corporation in
any other capacity.
SECTION 12. INTERESTED DIRECTORS. No contract or transaction
between the Corporation and one or more of its directors or officers, or
between the Corporation and any other corporation, partnership, association,
or other organization in which one or more of its directors or officers are
directors or officers, or have a financial interest, shall be void or
voidable solely for this reason, or solely because the director or officer is
present at or participates in the meeting of the Board or committee thereof
which authorizes the contract or transaction, or solely because his or their
votes are counted for such purpose if (i) the material facts as to his or
their relation-
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ship or interest and as to the contract or transaction are disclosed or are
known to the Board or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a majority
of the disinterested directors, even though the disinterested directors be
less than a quorum; or (ii) the material facts as to his or their
relationship or interest and as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote thereon, and the contract
or transaction is specifically approved by the stockholders; or (iii) the
contract or transaction is fair to the Corporation as of the time it is
authorized, approved, or ratified, by the Board, a committee thereof or the
stockholders. Common or interested directors may be counted in determining
the presence of a quorum at a meeting of the Board or of a committee which
authorizes the contract or transaction.
ARTICLE IV
COMMITTEES
The Board may, by resolution passed by a majority of the whole
Board, designate one or more committees each of which may consist of one or
more directors of the Corporation. The Board may designate one or more
directors as alternate members of any committee who may replace an absent or
disqualified member at any meeting of such committee. Any such committee, to
the extent provided in the resolution of the Board constituting such
committee, shall have and may exercise all the delegable powers and authority
of the Board in the management of the business and affairs of the
Corporation. Notices for meetings of a committee shall be given in the
manner required by Section 7 of Article III hereof and may be waived in
writing or dispensed with as therein provided. A committee may adopt its own
resolutions of procedure and may keep a record of its proceedings which shall
be reported upon to the Board and filed with the minutes of the proceedings
of the Board of such committee.
ARTICLE V
OFFICERS
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SECTION 1. NUMBER. The officers of the Corporation shall be a
President, such number of Vice Presidents (including Executive and Senior
Vice Presidents) as the Board may determine from time to time, a Treasurer
who shall also be designated the chief financial officer, and a Secretary.
Each other officer of the Corporation shall be elected by the Board at its
annual meeting and shall hold office until the next annual meeting of the
Board and until his successor shall be elected or until his earlier death,
resignation or removal in the manner hereinafter provided. Any number of
offices may be held by the same person.
The Board may elect or appoint such other officers of the
Corporation (including one or more Assistant Treasurers and one or more
Assistant Secretaries) as it shall deem necessary who shall have such
authority and shall perform such duties as the Board may prescribe. If
additional officers shall be elected or appointed during the year, each of
them shall hold office until the next annual meeting of the Board at which
officers shall be regularly elected or appointed and until his successor
shall be elected or appointed or until his earlier death, resignation or
removal in the manner hereinafter provided.
A vacancy in any office may be filled for the unexpired portion of
the term in the same manner as provided for election or appointment to such
office.
All officers elected or appointed by the Board or appointed by an
officer shall be subject to removal at any time, either with or without
cause, by the Board.
Any officer may resign at any time by giving written notice to the
Board or the President or the Secretary of the Corporation, and such
resignation shall take effect at the time specified therein or, if the time
when it shall become effective shall not be specified therein, it shall take
effect when accepted by action of the Board. Except as aforesaid, the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 2. PRESIDENT. The President of the Corporation, subject
to the direction of the Board, shall have general charge of the business and
affairs of the Corporation, shall have the direction of all other officers,
agents and employees and may assign such duties to the other officers of the
Corporation as he shall deem appropriate.
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SECTION 3. VICE PRESIDENTS. Each Vice President of the
Corporation shall have such powers and duties as shall be prescribed by the
President of the Corporation or the Board.
SECTION 4. CHIEF FINANCIAL OFFICER. The chief financial officer
of the Corporation shall have charge and custody of all funds, securities and
other valuable effects owned or held by the Corporation, except those held
elsewhere at the direction of the Board or the President, and shall deposit
all such funds in the name and to the credit of the Corporation in such
depositories as may be designated in accordance with the provisions of these
Bylaws. He shall disburse or cause to be disbursed the funds of the
Corporation as may be directed by the Board or the President and shall keep
true and full accounts of all receipts and disbursements and other
transactions of the Corporation. He shall perform all duties and have all
powers incident to the office of chief financial officer and shall perform
such other duties as shall be assigned to him by the Board or the President.
The chief financial officer may be assisted by one or more Assistant
Treasurers, who shall be vested with all the powers and authorized to perform
all the duties of the chief financial officer in his absence or disability.
SECTION 5. SECRETARY. The Secretary of the Corporation shall keep
the records of all meetings of stockholders and of the Board. He shall affix
the seal of the Corporation to all deeds, contracts, bonds or other
instruments requiring the corporate seal when the same shall have signed on
behalf of the Corporation by a duly authorized officer and shall be the
custodian of all contracts, deeds, documents and other indicia of title to
properties owned by the Corporation and of its other corporate records
(except accounting records). The Secretary may be assisted by one or more
Assistant Secretaries, who shall be vested with all the powers and authorized
to perform all the duties of the Secretary in his absence or disability.
ARTICLE VI
CONTRACTS, CHECKS, DRAFTS BANK ACCOUNTS, ETC.
SECTION 1. EXECUTION OF DOCUMENTS. The Board shall designate the
officers, employees and agents of the Corporation who shall have power to
execute and deliver deeds, contracts, mortgages, bonds, debentures, checks,
drafts and other orders for the payment of money and other documents for and
in the name of the Corporation and may authorize such officers, employees and
agents to delegate such
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power (including authority to redelegate) by written instrument to other
officers, employees or agents of the Corporation.
SECTION 2. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation or otherwise as the Board, the President or any other officer of
the Corporation to whom power in that respect shall have been delegated by
the Board shall select, subject to any restrictions established by the Board
regarding investment of the funds of the Corporation.
SECTION 3. PROXIES IN RESPECT OF STOCK OR OTHER SECURITIES OF
OTHER CORPORATIONS. The President or any officer of the Corporation
designated by the Board shall have authority from time to time to appoint an
agent or agents of the Corporation to exercise in the name and on behalf of
the Corporation the powers and rights which the Corporation may have as the
holder of stock or other securities or interests in any other corporation or
business entity and to vote or consent in respect of such stock, securities
or interest; such designated officers may instruct the person or persons so
appointed as to the manner of exercising such powers and rights; and the
President or such designated officers may execute or cause to be executed in
the name and on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, powers of attorney or other instruments as
they may deem necessary or proper in order that the Corporation may exercise
its said powers and rights.
ARTICLE VII
BOOKS AND RECORDS, SEAL FISCAL YEAR
SECTION 1. BOOKS AND RECORDS. The books and records of the
Corporation may be kept at such places within or without the State of
Delaware as the Board may from time to time determine.
SECTION 2. SEAL. The Board shall provide a corporate seal, which
shall be in the form of a circle and shall bear the full name of the
Corporation and the words and figures "Corporate Seal Delaware."
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SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall
end on the 31st day of December in each year.
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ARTICLE VIII
AMENDMENTS
These Bylaws may be altered or repealed by the vote of the Board,
subject to the power of the stockholders of the Corporation to alter or
repeal any Bylaw made by the Board.
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