CODE OF REGULATIONS
APPLIED INDUSTRIAL TECHNOLOGIES, INC.
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETING.
All meetings of the shareholders shall be held at the offices
of the Corporation in the City of Cleveland, Ohio, or elsewhere, within or
without the State of Ohio, as may be decided from time to time by the Board of
Directors and indicated in the notice of the meeting.
SECTION 2. ANNUAL MEETING.
The annual meeting of shareholders of the Corporation shall be
held at 1:30 p.m., on the first Tuesday after the fifteenth day of October in
each year, if not a legal holiday, but if a legal holiday, then on the next
succeeding business day, or such other time and date as may be determined by the
Board of Directors. Directors shall be elected thereat to succeed the directors
whose terms are expiring that year, and such other business transacted as may be
specified in the notice of the meeting, or as may properly be brought before the
meeting. In the event that the annual meeting is not held or if directors are
not elected thereat, a special meeting may be called and held for that purpose.
SECTION 3. SPECIAL MEETINGS.
Special meetings of the shareholders may be held on any
business day when called by the Chairman of the Board, the President, the Board
of Directors at a meeting, a majority of the directors acting without a meeting,
or by holders of not less than fifty percent (50%) of the outstanding voting
stock of the Corporation.
SECTION 4. NOTICE OF MEETINGS.
A written or printed notice of every annual or special meeting
of the shareholders stating the time, place and purposes thereof shall be given
to each shareholder entitled to vote thereat and to each shareholder entitled to
notice as provided by law, which notice unless served upon a shareholder in
person shall be mailed to his last address appearing on the records of the
Corporation, not less than seven (7) days nor more than sixty (60) days prior to
the date of the meeting. It shall be the duty of the Secretary to give written
notice of the annual meeting, and of each special meeting when requested to do
so by the officer, directors or shareholders calling such meeting. Any
shareholder may waive in writing any notice of any meeting required to be given
by law or under these Regulations and, by attendance or voting at any meeting
without protesting the lack of proper notice, shall be deemed to have waived
SECTION 5. SHAREHOLDERS' LIST.
A complete list of the shareholders entitled to vote at a
meeting of shareholders, arranged in alphabetical order, with the address of
each and the number of shares held of record by each, shall be prepared by or at
the instance of the Secretary and be available during the whole time of the
meeting for inspection by any shareholder who is present.
SECTION 6. VOTING AND PROXIES.
At all meetings of shareholders, only such shareholders shall
be entitled to vote in person or by proxy, who appear upon the records of the
Corporation as the holders of stock at the time possessing voting power, or if a
record date be fixed as hereinafter provided, those appearing as such on such
record date. Except as otherwise provided in the Corporation's Articles of
Incorporation, at each meeting of the shareholders, every shareholder having the
right to vote shall be entitled to vote in person or by proxy appointed by an
instrument in writing, subscribed by such shareholder and bearing a date not
more that eleven (11) months prior to said meeting unless such instrument
specifies the date on which it is to expire or the length of time it is to
continue in force.
SECTION 7. QUORUM AND ADJOURNMENTS.
Except as may be otherwise required by law or by the Articles
of Incorporation or by these Regulations, the holders of a majority of the then
outstanding shares entitled to vote at a shareholders' meeting shall constitute
a quorum to hold such meeting; provided, however, that any meeting duly called,
whether a quorum is present or otherwise may, by vote of the holders of a
majority of the voting stock represented thereat, adjourn from time to time and
from place to place without notice other than by announcement at such meeting.
SECTION 8. NUMBER.
The number of directors of the Corporation may be determined
by the vote of the holders of a majority of the shares represented at any annual
meeting or special meeting called for the purpose of electing directors or by
resolution adopted by affirmative vote of a majority of the directors then in
office, provided that the number of directors shall in no event be fewer than
nine (9) nor more then fourteen (14). When so fixed, such number shall continue
to be the authorized number of directors until changed by the shareholders or
directors by vote as aforesaid. No decrease in the number of directors shall
have the effect of removing any director prior to the expiration of the term for
which he was elected.
SECTION 9. CLASSIFICATION, ELECTION AND TERM OF OFFICE.
The directors shall be divided into three (3) classes,
designated Class I, Class II, and Class III, as nearly equal in size as
possible, and one of the classes shall be elected for a three-year term of
office at each annual shareholders meeting. If the number of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as possible,
and any additional director of any class elected to fill a vacancy resulting
from an increase in such class shall hold office for a term that shall coincide
with the remaining term of such class, but in no case will a decrease in the
number of directors in a particular class shorten the term of any incumbent
director. A director shall hold office until the annual meeting for the year in
which his term expires and his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, or removal from office.
SECITON 10. REMOVAL.
Except as otherwise provided by law, all the Directors or all
the Directors of a particular class, or any individual Director, may be removed
from office with or without assigning any cause, by the affirmative vote of at
least eighty percent (80%) of the outstanding voting stock present in person or
represented by proxy, entitled to vote in respect thereof, at an annual meeting
or at any special meeting duly called.
SECTION 11. VACANCIES.
Whenever any vacancy shall occur among the directors, the
remaining Directors shall constitute the directors of the Corporation until such
vacancy is filled or until the number of Directors is changed pursuant to
Section 8 hereof. Except in cases where a Director is removed as provided by law
and these Regulations and his successor is elected by the shareholders, the
remaining directors may, by a vote of a majority of their number, fill any
vacancy for the unexpired term. A majority of the Directors then in office may
also fill any vacancy that results from an increase in the number of Directors.
SECTION 12. ORGANIZATION MEETING.
Immediately after each annual meeting of the shareholders, or
each special meeting held in lieu thereof, the Board of Directors, including the
newly elected members, if a quorum thereof is present, shall hold an
organization meeting at the same place or at such other place within a 10 mile
radius as may have been fixed by the Chairman of the Board or the President
prior to such meeting of the shareholders, provided that the Directors and
nominees present are advised of the different location, for the purpose of
electing officers and transacting any other business. Notice of such meeting
need not be given. If for any reason such organization meeting is not held at
such time, a special meeting for such purpose shall be held as soon thereafter
SECTION 13. REGULAR MEETINGS.
Regular meetings of the Board of Directors for the transaction
of any business may be held at such times and places as may be determined by the
Board of Directors. The Secretary shall give to each director at least five (5)
days written notice of each such meeting.
SECTION 14. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be held at any
time or place upon call by the Chairman of the Board, the President, or any five
directors. Notice of each such meeting shall be given to each director by
letter, telegram or telephone or in person not less than forty-eight (48) hours
prior to such meeting; provided, however, that such notice shall be deemed to
have been waived by the Directors attending or voting at any such meeting,
without protesting the lack of proper notice, and may be waived in writing, or
by telegram by any Director either before or after such meeting. Unless
otherwise limited in the notice thereof, any business may be transacted at any
organization, regular or special meeting.
SECTION 15. QUORUM.
At all meetings of the Board of Directors a majority of the
Directors in office at the time shall constitute a quorum for the transaction of
SECTION 16. COMPENSATION.
If so determined by the Board of Directors, all or any members
of the Board of Directors or of any committee of the Board shall be paid for
their services and given such benefits as may be determined from time to time by
the Board of Directors; and such compensation may be in addition to that
received by any director or any member of a committee as an officer or employee
of the Corporation. Non-resident members may be reimbursed for expenses
reasonably incurred by them in attending such meetings.
SECTION 17. APPOINTMENT.
The Board of Directors may from time to time, by resolution
passed by a majority of the whole Board, appoint certain of its members, but not
less than three (3) in any case, to act as a committee or committees in the
intervals between meetings of the Board and may delegate to such committee or
committees any of the authority of the Board, however conferred (subject to the
control and direction of the Board) other than the power to fill any vacancy
among the Directors or in any committee of the Directors. The authority of any
committee of the directors shall be subject to any limitations and conditions
set by the Board. Any act or authorization of an act by any such committee
within the authority delegated to it shall be as effective for all purposes, as
the act or authorized action of the Directors. All action or authorization of
action by any committee shall be reported to the Board of Directors at its first
meeting thereafter, and, if the rights of third parties have not intervened,
shall be subject to revision or recession by the Board. In every case, the
affirmative vote of a majority or the consent of all of the members of
a committee shall be necessary for the approval of any action, but action may be
taken by a committee without a formal meeting or written consent.
SECTION 18. EXECUTIVE COMMITTEE.
In particular, the Board of Directors may create from its
membership and define the powers and duties of an Executive Committee. During
the intervals between meetings of the Board of Directors, the Executive
Committee shall possess and may exercise under the control and direction of the
Board all of the powers of the Board of Directors in the management and control
of the business of the Corporation. All action taken by the Executive Committee
shall be reported to the Board of Directors at it first meeting thereafter, and,
if the rights of third parties have not intervened, shall be subject to revision
or recession by the Board. In every case, the affirmative vote of a majority or
the consent of all of the members of the Executive Committee shall be necessary
for the approval of any action, but action may be taken by the Executive
Committee without a formal meeting or written consent. The Executive Committee
shall meet at the call of any member thereof.
SECTION 19. OFFICERS DESIGNATED.
The officers of the Corporation shall be elected by the Board
of Directors at their organization meeting or at a special meeting held in lieu
thereof. The officers of the Corporation shall consist of the President, a
Secretary and a Treasurer, and, if so determined by the Board of Directors, a
Chairman of the Board, one or more Vice Presidents, a Controller and such other
officers and assistant officers as the Board may determine. The Chairman of the
Board shall be elected from among the directors. The other officers may, but
need not be, elected from among the Directors. Any two offices may be held by
the same person, but in any case where the action of more than one officer is
required no one person shall act in more than one capacity.
SECTION 20. TENURE OF OFFICE.
The officers of the Corporation shall hold office until the
next organization meeting of the Board of Directors and until their respective
successors are chosen and qualified, except in case of resignation, death or
removal. The Board of Directors may remove any officer at any time with or
without cause by a majority vote of the directors in office at the time. A
vacancy, however created, in any office may be filled by the Board of Directors.
SECTION 21. POWERS AND DUTIES OF OFFICERS IN GENERAL.
The powers and duties of the officers shall be exercised in
all cases subject to such directions as the Board of Directors may see fit to
give. The respective powers and duties hereinafter set forth are subject to
alteration by the Board of Directors. The Board of Directors is also authorized
to delegate the duties of any officer to any other officer, employee or
committee and to require the performance of duties in addition to those provided
SECTION 22. CHAIRIMAN OF THE BOARD.
The Chairman of the Board shall preside at meetings of the
Board of Directors and, if the Chairman of the Board is the chief executive
officer of the Corporation, at meetings of the shareholders.
SECTION 23. PRESIDENT.
The President shall preside at all meetings of the
shareholders and directors where the Chairman of the Board does not preside.
SECTION 24. VICE PRESIDENTS.
In the absence or disability of the President, the Vice
Presidents, in the order designated by the Board of Directors, shall perform the
duties of the President. If so determined by the Board of Directors, a Vice
President may be designated as being in charge of a specified function or of a
SECTION 25. SECRETARY, TREASURER AND CONTROLLER.
The Secretary, the Treasurer and the Controller (if any) shall
perform such duties as are indicated by their respective titles, subject to the
provisions of Section 21 above. The Secretary shall have custody of the
corporate seal and shall have the duty to record the proceedings of the
shareholders and directors in a book to be kept for that purpose.
SECITON 26. OTHER OFFICERS.
All other officers shall have such powers and duties as may be
prescribed by the Board of Directors or, in the absence of their action, by the
respective officers having supervision over them.
SECTION 27. COMPENSATION.
The Board of Directors is authorized to determine, or to
provide the method of determining, or to empower a special committee of its
members to determine, the compensation of all officers.
SECTION 28. SIGNING CHECKS AND OTHER INSTRUMENTS.
The Board of Directors is authorized to determine, or to
provide the method of determining, the manner in which deeds, contracts and
other obligations and instruments of the Corporation shall be signed. However,
persons doing business with the Corporation shall be entitled to rely upon the
action of the Chairman of the Board, the President, any Vice President, the
Secretary, the Treasurer or the Controller in executing contracts and other
obligations and instruments, other than deeds, of the Corporation as having been
duly authorized and to rely upon the action of any two (2) of the Chairman of
the Board, the President, any Vice President
and the Secretary or any Assistant Secretary in executing deeds in the name of
the Corporation as having been duly authorized. The Board of Directors of the
Corporation is authorized to designate depositories of the funds of the
Corporation and to determine, or provide the method of determining, the manner
in which checks, notes, bills of exchange and similar instruments shall be
signed, countersigned or endorsed.
SECTION 29. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation shall indemnify any Director or officer, any
former Director or officer of the Corporation and any person who is or has
served at the request of the Corporation as a director, officer or trustee of
another corporation, partnership, joint venture, trust, or other enterprise (and
his heirs, executors and administrators) against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him by reason of the fact that he is or was such director, officer
or trustee in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative to the
full extent and according to the procedures and requirements set forth in the
Ohio General Corporation Law as the same may be in effect from time to time. The
indemnification provided for herein shall not be deemed to restrict the right of
the Corporation to (i) indemnify employees, agents and others as permitted by
such Law, (ii) purchase and maintain insurance or provide similar protection on
behalf of directors, officers or such other persons against liabilities asserted
against them or expenses incurred by them arising out of their service to the
Corporation as contemplated herein, and (iii) enter into agreements with such
directors, officers, employees, agents or others indemnifying them against any
and all liabilities (or such lesser indemnification as may be provided in such
agreements) asserted against them or incurred by them arising out of their
service to the Corporation as contemplated herein.
The corporate seal of the Corporation shall be circular in
form and shall have inscribed thereon the name of the Corporation.
PROVISIONS IN ARTICLES OF INCORPORATION
SECTION 31. PROVISIONS IN ARTICLES OF INCORPORATION.
These Regulations are at all times subject to the provisions
of the Articles of Incorporation of the Corporation as the same may be in effect
from time to time.
SECTION 32. LOST CERTIFICATES.
The Directors may direct, or establish procedures for, the
issuance of a new certificate in place of any certificate theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon such terms
and conditions as they may deem advisable.
SECTION 33. RECORD DATES.
For any lawful purpose, including, without limitation, the
determination of the shareholders who are entitled to: (i) receive notice of or
to vote at a meeting of shareholders; (ii) receive payment of any dividend or
distribution; (iii) receive or exercise rights or purchase of or subscription
for, or exchange or conversion of, shares or other securities, subject to
contract rights with respect thereto; or (iv) participate in the execution of
written consents, waivers, or releases, the directors may fix a record date
which shall not be a date earlier than the date on which the record date is
fixed and, in the cases provided for in clauses (i), (ii) and (iii) above, shall
not be more than sixty (60) nor fewer than ten (10) days, unless the Articles of
Incorporation specify a shorter or a longer period for such purpose, preceding
the date of the meeting of the shareholders, or the date fixed for the payment
of any dividend or distribution, or the date fixed for the receipt or the
exercise of rights, as the case may be.
The fiscal year of the Corporation shall end on June 30 unless
and until the Board of Directors shall otherwise determine.
SECTION 35. AMENDMENTS.
(a) These Regulations may be altered, changed or amended in
any respect or superseded by new Regulations in whole or in part, by the
affirmative vote of the holders of a majority of the voting stock of the
Corporation present in person or by proxy at an annual or special meeting
called for such purpose.
(b) Notwithstanding the provisions of Section 35(a) hereof and
notwithstanding the fact that a lesser percentage may be specified by law or in
any agreement with any national securities exchange or any other provision of
these Regulations, the amendment, alteration, change or repeal of, or adoption
of any provisions inconsistent with, Section 8, 9, or 10 of these Regulations
shall require the affirmative vote of at least eighty percent (80%) of the
outstanding voting stock of the Corporation, present in person or by proxy,
at any annual meeting or special meeting duly called for the purpose of acting
on any such amendment, alteration, change, repeal or adoption, unless such
amendment, alteration, change, repeal or adoption has been recommended by at
least two-thirds of the Board of Directors of the Corporation then in office, in
which event the provisions of Section 35(a) hereof shall apply.
[As Filed: 11-15-1999]