|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 3.06M
Business-Combination Transaction
2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 55K
11: EX-3.10 Articles of Incorporation/Organization or Bylaws HTML 116K
12: EX-3.11 Articles of Incorporation/Organization or Bylaws HTML 52K
13: EX-3.12 Articles of Incorporation/Organization or Bylaws HTML 83K
14: EX-3.13 Articles of Incorporation/Organization or Bylaws HTML 52K
15: EX-3.14 Articles of Incorporation/Organization or Bylaws HTML 83K
16: EX-3.15 Articles of Incorporation/Organization or Bylaws HTML 56K
17: EX-3.16 Articles of Incorporation/Organization or Bylaws HTML 83K
18: EX-3.17 Articles of Incorporation/Organization or Bylaws HTML 55K
19: EX-3.18 Articles of Incorporation/Organization or Bylaws HTML 81K
20: EX-3.19 Articles of Incorporation/Organization or Bylaws HTML 56K
3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 86K
21: EX-3.20 Articles of Incorporation/Organization or Bylaws HTML 85K
22: EX-3.21 Articles of Incorporation/Organization or Bylaws HTML 59K
23: EX-3.22 Articles of Incorporation/Organization or Bylaws HTML 83K
24: EX-3.23 Articles of Incorporation/Organization or Bylaws HTML 57K
25: EX-3.24 Articles of Incorporation/Organization or Bylaws HTML 83K
26: EX-3.25 Articles of Incorporation/Organization or Bylaws HTML 53K
27: EX-3.26 Articles of Incorporation/Organization or Bylaws HTML 82K
28: EX-3.27 Articles of Incorporation/Organization or Bylaws HTML 53K
29: EX-3.28 Articles of Incorporation/Organization or Bylaws HTML 81K
30: EX-3.29 Articles of Incorporation/Organization or Bylaws HTML 46K
4: EX-3.3 Articles of Incorporation/Organization or Bylaws HTML 62K
31: EX-3.30 Articles of Incorporation/Organization or Bylaws HTML 67K
32: EX-3.31 Articles of Incorporation/Organization or Bylaws HTML 50K
33: EX-3.32 Articles of Incorporation/Organization or Bylaws HTML 89K
34: EX-3.33 Articles of Incorporation/Organization or Bylaws HTML 47K
35: EX-3.34 Articles of Incorporation/Organization or Bylaws HTML 67K
36: EX-3.35 Articles of Incorporation/Organization or Bylaws HTML 73K
37: EX-3.36 Articles of Incorporation/Organization or Bylaws HTML 71K
5: EX-3.4 Articles of Incorporation/Organization or Bylaws HTML 83K
6: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 142K
7: EX-3.6 Articles of Incorporation/Organization or Bylaws HTML 136K
8: EX-3.7 Articles of Incorporation/Organization or Bylaws HTML 121K
9: EX-3.8 Articles of Incorporation/Organization or Bylaws HTML 136K
10: EX-3.9 Articles of Incorporation/Organization or Bylaws HTML 92K
38: EX-4.1 Instrument Defining the Rights of Security Holders HTML 789K
39: EX-4.2 Instrument Defining the Rights of Security Holders HTML 620K
40: EX-4.7 Instrument Defining the Rights of Security Holders HTML 139K
41: EX-4.8 Instrument Defining the Rights of Security Holders HTML 138K
42: EX-10.5 Material Contract HTML 196K
43: EX-10.6 Material Contract HTML 332K
44: EX-10.7 Material Contract HTML 60K
46: EX-21.1 Subsidiaries List HTML 48K
47: EX-23.1 Consent of Experts or Counsel HTML 46K
48: EX-99.1 Miscellaneous Exhibit HTML 112K
49: EX-99.2 Miscellaneous Exhibit HTML 64K
50: EX-99.3 Miscellaneous Exhibit HTML 61K
51: EX-99.4 Miscellaneous Exhibit HTML 54K
45: EX-12.1 Statement re: Computation of Ratios HTML 65K
170: R1 Document and Entity Information HTML 59K
123: R2 Consolidated Statements Of Operations HTML 140K
119: R3 Consolidated Statements Of Comprehensive Income HTML 95K
67: R4 Consolidated Statements Of Cash Flows HTML 222K
121: R5 Consolidated Balance Sheets HTML 205K
100: R6 Consolidated Balance Sheets (Parenthetical) HTML 58K
148: R7 Consolidated Statements Of Stockholders Equity HTML 100K
102: R8 Consolidated Statements Of Stockholders Equity HTML 50K
(Parenthetical)
105: R9 Summary of Accounting and Financial Policies HTML 78K
68: R10 Acquisitions HTML 89K
103: R11 Restricted Cash HTML 49K
147: R12 Inventories HTML 59K
137: R13 Property, Plant and Equipment HTML 60K
120: R14 Intangible Assets HTML 74K
165: R15 Goodwill HTML 56K
143: R16 Restructuring and Other Charges HTML 79K
65: R17 Debt HTML 115K
74: R18 Employee Benefits HTML 286K
164: R19 Commitments and Contingencies HTML 63K
168: R20 Related Parties HTML 53K
172: R21 Sales by Product HTML 65K
167: R22 Other Matters HTML 51K
128: R23 Compensation Plan HTML 55K
70: R24 Derivatives and Fair Value Measurements HTML 210K
99: R25 Income Taxes HTML 112K
81: R26 Condensed Consolidating Financial Statements HTML 613K
80: R27 Supplementary Financial Data HTML 83K
107: R28 Schedule II -Valuation And Qualifying Accounts HTML 68K
127: R29 Financial Statements HTML 69K
140: R30 Recent Accounting Pronouncements HTML 54K
87: R31 Goodwill and Other Intangible Assets HTML 54K
108: R32 Stockholders' Equity (Deficit), Other HTML 109K
Comprehensive Income and Redeemable Noncontrolling
Interest
155: R33 Subsequent Events HTML 49K
84: R34 Summary of Accounting and Financial Policies HTML 168K
(Policies)
135: R35 Summary of Accounting and Financial Policies HTML 51K
(Tables)
136: R36 Acquisitions (Tables) HTML 76K
111: R37 Inventories (Tables) HTML 53K
79: R38 Property, Plant and Equipment (Tables) HTML 56K
134: R39 Intangible Assets (Tables) HTML 75K
85: R40 Goodwill (Tables) HTML 56K
106: R41 Restructuring and Other Charges (Tables) HTML 70K
141: R42 Debt (Tables) HTML 81K
93: R43 Employee Benefits (Tables) HTML 288K
130: R44 Financial Statements (Tables) HTML 74K
118: R45 Derivatives and Fair Value Measurements (Tables) HTML 210K
83: R46 Income Taxes (Tables) HTML 109K
151: R47 Condensed Consolidating Financial Statements HTML 610K
(Tables)
76: R48 Supplementary Financial Data (Tables) HTML 80K
86: R49 Stockholders' Equity (Deficit), Other HTML 98K
Comprehensive Income and Redeemable Noncontrolling
Interest (Tables)
117: R50 Summary of Accounting and Financial Policies - HTML 75K
Additional Information (Detail)
124: R51 Estimated Useful Lives of Assets (Detail) HTML 54K
150: R52 Acquisitions - Additional Information (Detail) HTML 130K
66: R53 Estimated Fair Values of Assets Acquired and HTML 96K
Liabilities Assumed (Detail)
132: R54 Unaudited Pro Forma Information (Detail) HTML 53K
114: R55 Restricted Cash - Additional Information (Detail) HTML 55K
73: R56 Inventories (Detail) HTML 51K
78: R57 Inventories - Additional Information (Detail) HTML 66K
122: R58 Property Plant and Equipment (Detail) HTML 72K
162: R59 Property Plant and Equipment - Additional HTML 55K
Information (Detail)
175: R60 Components of Intangible Assets (Detail) HTML 65K
173: R61 Intangible Assets - Additional Information HTML 56K
(Detail)
138: R62 Estimated Amortization Expense (Detail) HTML 62K
92: R63 Changes in Carrying Amount of Goodwill (Detail) HTML 67K
89: R64 Goodwill - Additional Information (Detail) HTML 65K
133: R65 Restructuring Accrual Activity Summary (Detail) HTML 76K
160: R66 Restructuring and Other Charges - Additional HTML 98K
Information (Detail)
72: R67 Long-term debt (Detail) HTML 73K
166: R68 Principal Payments on Debt (Detail) HTML 65K
94: R69 Debt - Additional Information (Detail) HTML 142K
112: R70 Employee Benefits - Additional Information HTML 149K
(Detail)
109: R71 Assumptions Used for Retirement Benefit Plans HTML 69K
(Detail)
91: R72 Benefit Obligations and Net Periodic Benefit Costs HTML 147K
(Detail)
104: R73 Amounts Recognized in Accumulated Other HTML 64K
Comprehensive Income (Loss) (Detail)
146: R74 Amounts Recognized in Other Comprehensive Income HTML 69K
(Loss) (Detail)
126: R75 Components of Net Periodic Benefit Cost (Detail) HTML 86K
60: R76 Effect of One Percentage Point Change in Assumed HTML 59K
Health Care Cost Trend Rates (Detail)
131: R77 Weighted Average Asset Allocations (Detail) HTML 55K
61: R78 Target Ranges And Allocations (Detail) HTML 61K
125: R79 Fair Value Of Pension Plan Assets By Asset HTML 90K
Category (Detail)
77: R80 Fair Value Measurements Using Significant HTML 81K
Unobservable Inputs (Detail)
158: R81 Estimated Future Benefit Payments (Detail) HTML 64K
153: R82 Commitments and Contingencies - Additional HTML 102K
Information (Detail)
163: R83 Related Parties - Additional Information (Detail) HTML 58K
171: R84 Percentage of Sales by Major Product Line (Detail) HTML 64K
176: R85 Sales By Product - Additional Information (Detail) HTML 56K
59: R86 Other Matters - Additional Information (Detail) HTML 54K
75: R87 Compensation Plan - Additional Information HTML 76K
(Detail)
159: R88 Location and Fair Value Amount of Derivative HTML 58K
Instruments Reported in Consolidated Balance Sheet
(Detail)
139: R89 Derivatives and Fair Value Measurements - HTML 66K
Additional Information (Detail)
149: R90 Location and Amount of Gains and Losses Reported HTML 59K
in Consolidated Statement of Operations (Detail)
144: R91 Assets And Liabilities Measured And Recorded At HTML 73K
Fair Value On Recurring Basis (Detail)
63: R92 Assets and Liabilities Measured and Recorded at HTML 52K
Fair Value on Non Recurring Basis (Detail)
95: R93 Carrying and Estimated Fair Values of Financial HTML 90K
Instruments (Detail)
96: R94 Available for Sale Securities (Detail) HTML 60K
113: R95 Elements Of Provision (Benefit) For Income Taxes HTML 99K
(Detail)
98: R96 Reconciliation of Income Taxes with Amounts HTML 85K
Computed by Applying Federal Tax Rate (Detail)
157: R97 Reconciliation of Income Taxes with Amounts HTML 65K
Computed by Applying Federal Tax Rate
(Parenthetical) (Detail)
82: R98 Components Of Deferred Income Tax Assets And HTML 96K
Liabilities (Detail)
64: R99 Income Taxes - Additional Information (Detail) HTML 104K
156: R100 Reconciliation of Unrecognized Tax Benefits HTML 57K
(Detail)
110: R101 Condensed Consolidating Financial Statements - HTML 52K
Additional information (Detail)
142: R102 Condensed Consolidating Statement Of Operations HTML 198K
(Detail)
129: R103 Condensed Consolidating Statement Of Comprehensive HTML 207K
Income (Detail)
152: R104 Condensed Consolidating Statement Of Cash Flows HTML 131K
(Detail)
169: R105 Condensed Consolidating Balance Sheet (Detail) HTML 104K
101: R106 Summary by Quarter (Detail) HTML 79K
62: R107 Summary by Quarter (Parenthetical) (Detail) HTML 90K
90: R108 Valuation And Qualifying Accounts (Detail) HTML 67K
174: R109 Valuation And Qualifying Accounts (Parenthetical) HTML 50K
(Detail)
88: R110 Financial Statements - Additional Information HTML 52K
(Detail)
154: R111 Goodwill and Other Intangible Assets - Additional HTML 56K
Information (Detail)
71: R112 Change In Stockholders' Equity (Deficit), Other HTML 105K
Comprehensive Income and Redeemable Noncontrolling
Interest (Detail)
97: R113 Change In Stockholders' Equity (Deficit), Other HTML 52K
Comprehensive Income and Redeemable Noncontrolling
Interest (Parenthetical) (Detail)
145: R114 Changes in Accumulated Other Comprehensive Income HTML 108K
(loss) by Component (Detail)
161: R115 Reclassifications Out Of Accumulated Other HTML 67K
Comprehensive Income (Detail)
58: R116 Subsequent Event - Additional Information (Detail) HTML 60K
116: XML IDEA XML File -- Filing Summary XML 222K
115: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.79M
52: EX-101.INS XBRL Instance -- ck0000790528-20130331 XML 5.60M
54: EX-101.CAL XBRL Calculations -- ck0000790528-20130331_cal XML 382K
55: EX-101.DEF XBRL Definitions -- ck0000790528-20130331_def XML 1.84M
56: EX-101.LAB XBRL Labels -- ck0000790528-20130331_lab XML 2.13M
57: EX-101.PRE XBRL Presentations -- ck0000790528-20130331_pre XML 2.09M
53: EX-101.SCH XBRL Schema -- ck0000790528-20130331 XSD 307K
69: ZIP XBRL Zipped Folder -- 0001193125-13-274848-xbrl Zip 390K
| EX-3.24 |
Exhibit 3.24
AMENDED AND RESTATED
BY-LAWS
OF
RYERSON TULL PROCUREMENT CORPORATION
(effective October 28, 2005)
ARTICLE I.
OFFICES
Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may also have offices at such other places both within and without the State of Delaware.
ARTICLE II.
STOCKHOLDERS
SECTION 1. Time and Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and places, either within or without the State of Delaware, as shall be designated by the Board of Directors. In the absence of any such designation by the Board of Directors, each such meeting shall be held at the principal office of the Corporation.
SECTION 2. Annual Meetings. An annual meeting of stockholders shall be held for the purpose of electing Directors and transacting such other business as may properly be brought before the meeting. The date of the annual meeting shall be determined by the Board of Directors.
SECTION 3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law, may be called by the President and shall be called by the Secretary at the direction of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote.
SECTION 4. Notice of Meetings. Written notice of each meeting of the stockholders stating the place, date and time of the meeting shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting. The notice of any special meeting of stockholders shall state the purpose or purposes for which the meeting is called.
SECTION 5. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law. If a quorum is not present or represented, the holders of the stock present in person or represented by proxy at the meeting and entitled to vote thereat shall have power, by the affirmative vote of the holders of a majority of such stock, to adjourn the meeting to another time and/or place, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
SECTION 6. Voting. At all meetings of the stockholders, each stockholder shall be entitled to vote, in person or by proxy, the shares of voting stock owned by such stockholder of record on the record date for the meeting. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of law or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.
SECTION 7. Informal Action By Stockholders. Any action required to be taken at a meeting of the stockholders, or any other action which may be taken at a meeting of the stockholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof.
ARTICLE III.
DIRECTORS
SECTION 1. General Powers. The business and affairs of the Corporation shall be managed and controlled by or under the direction of a Board of Directors, 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 Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
SECTION 2. Number, Qualification and Tenure. The Board of Directors shall consist of not less than one (1) and not more than nine (9) members. Within the limits above specified, the board of directors is hereby authorized to fix the number of directors, from time to time, by resolution without a vote of the stockholders. Notwithstanding the forgoing, upon any annual election by the stockholders of a number of directors different from that in effect immediately prior to such election, the number of the directors shall automatically be increased or decreased to the number so elected. The Directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article, and each Director elected shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal. Directors need not be stockholders.
- 2 -
SECTION 3. Vacancies. Vacancies and newly created directorships resulting from any increase in the number of directors may be filled by a majority of the Directors then in office though less than a quorum, and each Director so chosen shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal. If there are no Directors in office, then an election of Directors may be held in the manner provided by law.
SECTION 4. Place of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware.
SECTION 5. Regular Meetings. The Board of Directors shall hold a regular meeting, to be known as the annual meeting, immediately following each annual meeting of the stockholders; Other regular meetings of the Board of Directors shall be held at such time and at such place as shall from time to time be determined by the Board. No notice of regular meetings need be given.
SECTION 6. Special Meetings. Special meetings of the Board may be called by the President. Special meetings shall be called by the Secretary on the written request of any Director. No notice of special meetings need be given.
SECTION 7. Quorum. At all meetings of the Board a majority of the total number of Directors 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 of Directors, except as may be otherwise specifically provided by law. If a quorum shall not be present at any meeting of the Board of Directors, 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 8. Organization. The Chairman of the Board, if elected, shall act as chairman at all meetings of the Board of Directors. If a Chairman of the Board is not elected or, if elected, is not present, the President (if a member of the Board) or, in the absence of the President or, if the President is not a member of the Board, a Vice Chairman (who is also a member of the Board and, if more than one, in the order designated by the Board of Directors or, in the absence of such designation, in the order of their election), if any, or if no such Vice Chairman is present, a Director chosen by a majority of the Directors present, shall act as chairman at meetings of the Board of Directors.
SECTION 9. Executive Committee. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate one or more Directors to constitute an Executive Committee, to serve as such, unless the resolution designating the Executive Committee is sooner amended or rescinded by the Board of Directors, until the next annual meeting of the Board or until their respective successors are designated. The Board of Directors, by resolution adopted by a majority of the whole Board, may also designate additional Directors as alternate members of the Executive Committee to serve as members of the Executive Committee in the place and stead of any regular member or members thereof who may be unable to attend a meeting or otherwise unavailable to act as a member of the Executive Committee. In the absence or disqualification of a member and all alternate members who may serve in the place and stead of such member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member.
- 3 -
Except as expressly limited by the General Corporation Law of the State of Delaware or the Certificate of Incorporation, the Executive Committee shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation between the meetings of the Board of Directors. The Executive Committee shall keep a record of its acts and proceedings, which shall form a part of the records of the Corporation in the custody of the Secretary, and all actions of the Executive Committee shall be reported to the Board of Directors at the next meeting of the Board.
Meetings of the Executive Committee may be called at any time by the Chairman of the Board, the President or any two of its members. No notice of meetings need be given. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business and, except as expressly limited by this section, the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the Executive Committee. Except as expressly provided in this Section, the Executive Committee shall fix its own rules of procedure.
SECTION 10. Other Committees. The Board of Directors, by resolution adopted by a majority of the whole Board, may designate one or more other committees, each such committee to consist of one or more Directors. Except as expressly limited by the General Corporation Law of the State of Delaware or the Certificate of Incorporation, any such committee shall have and may exercise such powers as the Board of Directors may determine and specify in the resolution designating such committee. The Board of Directors, by resolution adopted by a majority of the whole Board, also may designate one or more additional Directors as alternate members of any such committee to replace any absent or disqualified member at any meeting of the committee, and at any time may change the membership of any committee or amend or rescind the resolution designating the committee. In the absence or disqualification of a member or alternate member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member, provided that the Director so appointed meets any qualifications stated in the resolution designating the committee. Each committee shall keep a record of proceedings and report the same to the Board of Directors to such extent and in such form as the Board of Directors may require. Unless otherwise provided in the resolution designating a committee, a majority of all of the members of any such committee may select its Chairman, fix its rules or procedure, fix the time and place of its meetings and specify what notice of meetings, if any, shall be given.
SECTION 11. Action without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, 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 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 proceedings of the Board or committee.
- 4 -
SECTION 12. Attendance by Telephone. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or 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 13. Compensation. The Board of Directors shall have the authority to fix the compensation of Directors, which may include their expenses, if any, of attendance at each meeting of the Board of Directors. No member of a committee of the Board of Directors shall receive any separate compensation for serving on, or attendance at, such committee or meetings thereof.
ARTICLE IV.
OFFICERS
SECTION 1. Enumeration. The officers of the Corporation shall be chosen by the Board of Directors and shall be a President, a Vice President, a Treasurer and a Secretary. The Board of Directors may also elect one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem appropriate. Any number of offices may be held by the same person.
SECTION 2. Term of Office. The officers of the Corporation shall be elected at the annual meeting of the Board of Directors and shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the Corporation required by this Article shall be filled by the Board of Directors, and any vacancy in any other office may be filled by the Board of Directors.
SECTION 3. President and Chief Executive Officer. The President and Chief Executive Officer shall be the chief executive officer and chief operating officer of the Corporation and shall have such functions, authority and duties as may be prescribed by the Board of Directors.
SECTION 4. Vice President. The Vice President shall act under the direction of the President and in the absence or disability of the President shall perform the duties and exercise the powers of the President. The Vice President shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Vice Presidents or may otherwise specify the order of seniority of the Vice Presidents, and, in that event, the duties and power of the President shall descend to the Vice Presidents in the specified order of seniority.
SECTION 5. Secretary. The Secretary shall keep a record of all proceedings of the stockholders of the Corporation and of the Board of Directors, and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice, if any, of all meetings of the stockholders and shall perform such other duties as may be prescribed by the Board of Directors or the President. The Secretary shall have custody of the corporate seal of the Corporation and the Secretary, or in the absence of the Secretary any Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary or an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest such affixing of the seal.
- 5 -
SECTION 6. Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as may from time to time be prescribed by the Board of Directors, the President or the Secretary.
SECTION 7. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects 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, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall perform such other duties as may from time to time be prescribed by the Board of Directors, the President or the Vice President.
SECTION 8. Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors, the President or the Treasurer.
SECTION 9. Controller. The Controller shall be the chief accounting officer of the Corporation. He or she shall, when proper, approve all bills for purchases, payrolls, and similar instruments providing for disbursement of money by the Corporation, for payment by the Treasurer. He or she shall be in charge of and maintain books of account and accounting records of the Corporation. He or she shall perform such other acts as are usually performed by a Controller of a Corporation. He or she shall render to the President and the Board of Directors, such reports as any thereof may require.
SECTION 10. Other Officers. Any officer who is elected or appointed from time to time by the Board of Directors and whose duties are not specified in these By-Laws shall perform such duties and have such powers as may be prescribed from time to time by the Board of Directors or the President.
- 6 -
ARTICLE V.
CERTIFICATES OF STOCK
SECTION 1. Form. The shares of the Corporation shall be represented by certificates; provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Certificates of stock in the Corporation, if any, shall be signed by or in the name of the Corporation by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation. Where a certificate is countersigned by a transfer agent, other than the Corporation or an employee of the Corporation, or by a registrar, the signatures of the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were such officer, transfer agent or registrar at the date of its issue.
SECTION 2. Transfer. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation to the person entitled thereto, cancel the old certificate and record the transaction on its books.
SECTION 3. Replacement. In case of the loss, destruction or theft of a certificate for any stock of the Corporation, a new certificate of stock or uncertificated shares in place of any certificate therefor issued by the Corporation may be issued upon satisfactory proof of such loss, destruction or theft and upon such terms as the Board of Directors may prescribe. The Board of Directors may in its discretion require the owner of the lost, destroyed or stolen certificate, or his legal representative, to give the Corporation a bond, in such sum and in such form and with such surety or sureties as it may direct, to indemnify the Corporation against any claim that may be made against it with respect to a certificate alleged to have been lost, destroyed or stolen.
- 7 -
ARTICLE VI.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (and the Corporation, in the discretion of the Board of Directors, may so indemnify a person by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation in any other capacity for or on behalf of the Corporation or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
SECTION 2. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise (and the Corporation, in the discretion of the Board of Directors, may so indemnify a person by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation in any other capacity for or on behalf of the Corporation or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
SECTION 3. To the extent that a director, officer, employee, agent or representative of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
SECTION 4. Any indemnification under Sections 1 and 2 of this article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, agent or representative is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this article. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.
- 8 -
SECTION 5. Expenses (including attorneys’ fees) incurred in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the manner provided in Section 4 of this article upon receipt of an undertaking by or on behalf of the director, officer, employee, agent or representative to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation under this article.
SECTION 6. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (i) arising under the Employee Retirement Income Security Act of 1974 or regulations promulgated thereunder, or under any other law or regulation of the United States or any agency or instrumentality thereof or law or regulation of any state or political subdivision or any agency or instrumentality of either, or under the common law of any of the foregoing, against expenses (including attorneys’ fees), judgments, fines, penalties, taxes and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding by reason of the fact that he is or was a fiduciary, disqualified person or party in interest with respect to an employee benefit plan covering employees of the Corporation or of a subsidiary corporation, or is or was serving in any other capacity with respect to such plan, or has or had any obligations or duties with respect to such plan by reason of such laws or regulations, provided that such person was or is a director or officer of the Corporation (and the Corporation, in the discretion of the Board of Directors, may so indemnify a person by reason of the fact that he is or was an employee or agent of the Corporation), or (ii) in connection with any matter arising under federal, state or local revenue or taxation laws or regulations, against expenses (including attorneys’ fees), judgments, fines, penalties, taxes, amounts paid in settlement and amounts paid as penalties or fines necessary to contest the imposition of such penalties or fines, actually and reasonably incurred by him in connection with such action, suit or proceeding by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise and had responsibility for or participated in activities relating to compliance with such revenue or taxation laws and regulations (and the Corporation, in the discretion of the Board of Directors, may so indemnify a person by reason of the fact that he is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation in any other capacity for or on behalf of the Corporation or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise and had responsibility for or participated in activities relating to compliance with such revenue or taxation laws and regulations); provided, however, that such person did not act dishonestly or in willful or reckless violation of the provisions of the law or regulation under Which such suit or proceeding arises. Unless the Board of Directors determines that under the circumstances then existing, it is probable that such director, officer, employee, agent or representative will not be entitled to be indemnified by the Corporation under this section, expenses incurred in defending such suit or proceeding, including the amount of any penalties or fines necessary to be paid to contest the imposition of such penalties or fines, shall be paid by the Corporation in advance of the final disposition of such suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, agent or representative to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation under this section.
- 9 -
SECTION 7. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, agent or representative and shall inure to the benefit of the heirs, executors and administrators of such a person.
SECTION 8. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, agent or representative of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, agent or representative of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not he would be entitled to indemnity against such liability under the provisions of this article.
ARTICLE VII.
GENERAL PROVISIONS
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.
SECTION 2. Corporate Seal. The corporate seal shall be in such form as may be approved from time to time by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
SECTION 3. Waiver of Notice. Whenever any notice is required to be given under law or 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 to notice.
ARTICLE VIII.
AMENDMENTS
These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the Board of Directors. The fact that the power to amend, alter, repeal or adopt the By-Laws has been conferred upon the Board of Directors shall not divest the stockholders of the same powers.
- 10 -
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/27/13 | |||
| 10/28/05 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/24/13 SEC UPLOAD¶ 9/24/17 1:143K Ryerson Procurement Corp. 7/11/13 SEC UPLOAD¶ 9/24/17 1:163K Ryerson Procurement Corp. |