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EXCEL - IDEA: XBRL DOCUMENT - TIMKEN CO | Financial_Report.xls |
10-Q - FORM 10-Q - TIMKEN CO | l40275e10vq.htm |
EX-12 - EX-12 - TIMKEN CO | l40275exv12.htm |
EX-32 - EX-32 - TIMKEN CO | l40275exv32.htm |
EX-31.2 - EX-31.2 - TIMKEN CO | l40275exv31w2.htm |
EX-31.1 - EX-31.1 - TIMKEN CO | l40275exv31w1.htm |
Exhibit 3.1
AMENDED REGULATIONS
OF
THE TIMKEN COMPANY
OF
THE TIMKEN COMPANY
As adopted By the Shareholders
At the Annual Meeting Held on May 11, 2010
At the Annual Meeting Held on May 11, 2010
THE TIMKEN COMPANY
Canton, Ohio, USA
Canton, Ohio, USA
AMENDED REGULATIONS
OF
THE TIMKEN COMPANY
OF
THE TIMKEN COMPANY
ARTICLE I
SHAREHOLDERS MEETINGS
SECTION 1. Annual Meeting
The annual meeting of shareholders for the election of Directors and for the consideration of
such other business as may come before the meeting shall be held on the third Tuesday in April in
each year, if not a legal holiday, and if a legal holiday, then on the next succeeding business day
not a legal holiday, or on such other date as may from time to time be fixed by the Directors. Upon
due notice there may also be considered and acted upon at an annual meeting any matter which could
properly be considered and acted upon at a special meeting, in which case and for which purpose the
annual meeting shall also be considered as, and shall be, a special meeting. In the event 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 2. Special Meetings
Special meetings of shareholders may be called by the Chairman of the Board or the President
or by a majority of the Directors acting with or without a meeting or by any person or persons who
hold of record not less than fifty percent of all the shares outstanding and entitled to be voted
on any proposal to be submitted at said meeting.
Upon request in writing by registered mail or delivered in person by any person or persons
entitled to call a meeting of shareholders to the Chairman of the Board, the President or the
Secretary, such officer shall forthwith cause notice of the meeting to be given to the shareholders
entitled to notice of such meeting in accordance with these Regulations. If such notice shall not
be given within twenty days after the delivery or mailing of such request, the person or persons
requesting the meeting may fix the time of the meeting and give, or cause to be given, notice in
the manner hereinafter provided.
SECTION 3. Place of Meetings
Any meeting of shareholders may be held either at the principal office of the Corporation or
at such other place within or without the State of Ohio as may be designated in the notice of said
meeting.
SECTION 4. Notice of Meetings
Not more than eighty days nor less than seven days before the date fixed for a meeting of
shareholders, whether annual or special, written notice of the time, place and purposes of such
meeting shall be given by the Chairman of the Board, the President, a Vice President, or the
Secretary (or in case of their refusal, by the person or persons entitled to call the meeting under
the provisions of these Regulations). Such notice shall be served upon or mailed to each
shareholder entitled to notice of or to vote at such meeting. If such notice is mailed, it shall be
directed, postage prepaid, to the shareholders at their respective addresses as they appear upon
the records of the Corporation, and notice shall be deemed to have been given on the day so mailed.
If any meeting is adjourned to another time or place, no notice as to such adjourned meeting need
be given other than by announcement at the meeting at which such adjournment is taken. No business
shall be transacted at any such adjourned meeting except as might have been lawfully transacted at
the meeting at which such adjournment was taken.
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SECTION 5. Shareholders Entitled to Notice and to Vote
The Directors may fix a record date for the determination of shareholders entitled to notice
of, or entitled to vote at, any meeting of shareholders. Such record date shall not be more than
one hundred days preceding the date of the meeting of shareholders and shall not be a date earlier
than the date on which the record date is fixed.
SECTION 6. Inspectors of Election-List of Shareholders
Inspectors of Election may be appointed to act at any meeting of shareholders in accordance
with statute.
At any meeting of shareholders a list of shareholders, alphabetically arranged, showing their
respective addresses and the number and classes of shares held by each on the record date
applicable to such meeting shall be available for inspection on the request of any shareholder.
SECTION 7. Quorum
To constitute a quorum at any meeting of shareholders, there shall be present in person or by
proxy the holders of record of shares entitled to exercise not less than fifty percent of the
voting power of the Corporation in respect of anyone of the purposes for which the meeting is
called.
The shareholders present in person or by proxy, whether or not a quorum is present, may by a
majority of the shares represented at the meeting and entitled to be voted thereat adjourn the
meeting from time to time without notice other than by announcement at the meeting.
SECTION 8. Voting
In all cases, except as otherwise provided by statute or the Articles of Incorporation or the
Regulations of the Corporation, a majority of the votes cast shall control.
SECTION 9. Reports to Shareholders
At the annual meeting, or any other meeting held in lieu of it, the Corporation shall lay
before the shareholders a financial statement as required by statute.
SECTION 10. Action without a Meeting
Any action which may be taken at a meeting of shareholders may be taken without a meeting if
authorized by a writing signed by all of the holders of shares who would be entitled to notice of a
meeting for such purpose.
ARTICLE II
BOARD OF DIRECTORS
SECTION I. Election, Number and Term of Office
Directors shall be elected at the annual meeting of shareholders, or if not so elected, at a
special meeting of shareholders called for that purpose. Except as otherwise provided in these
Regulations, a Director shall hold office until the next succeeding annual meeting and until his
successor shall be elected and qualified, or until his earlier resignation, death or removal from
office.
At any meeting of shareholders at which Directors are to be elected, only persons may be
nominated as candidates with respect to whom proxies have been solicited from the holders of shares
entitled to be voted at the meeting; provided that if any such candidate is unable, for any reason,
to accept such nomination or to serve as a Director, the Directors then in office or the holders of
two-thirds
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of the shares entitled to be voted at the meeting may substitute another person as a nominee, or
reduce the number of nominees to such extent as they shall deem advisable.
Until changed in accordance with the provisions of statute, the Articles or the Regulations,
the number of Directors of the Corporation shall be eleven. Without amendment of these Regulations,
the number of Directors may be changed to not less than nine nor more than eighteen by the vote of
the holders of two-thirds of the shares entitled to be voted at a meeting called to elect
Directors. No reduction in the number of Directors shall have the effect of removing any Director
prior to the expiration of his term of office.
Until the 2013 annual meeting of shareholders, the Directors shall be divided into three
classes, designated as Class I, Class II and Class III, each class consisting of not less than
three Directors nor more than six Directors each. Each class shall consist, as nearly as may be
possible, of one-third of the total number of Directors. Each class or Director of any class being
elected at any election of Directors held prior to the 2013 annual meeting of shareholders shall be
separately elected.
At the 2010 annual meeting of shareholders, Directors elected for Class I shall hold office
for a term of three years expiring at the 2013 annual meeting of shareholders and thereafter until
their successors shall be elected and duly qualified. At the 2011 annual meeting of shareholders,
Directors elected for Class II shall hold office for a term of two years expiring at the 2013
annual meeting of shareholders and thereafter until their successors shall be elected and duly
qualified. At the 2012 annual meeting of shareholders, Directors elected for Class III shall hold
office for a term of one year expiring at the 2013 annual meeting of shareholders and thereafter
until their successors shall be elected and duly qualified. At each election of Directors after the
2012 annual meeting of shareholders, each Director shall be elected to hold office until the next
annual meeting of shareholders and thereafter until his successor shall be elected and duly
qualified.
The number of Directors fixed as provided in this Section may be increased or decreased by the
Directors and the number of Directors as so changed shall be the number of Directors until further
changed in accordance with this Section, provided that the Directors shall not increase the number
of Directors to more than eighteen or decrease the number of Directors to fewer than nine. If the
number of Directors is changed prior to the 2013 annual meeting of shareholders, 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.
SECTION 2. Vacancies
Any vacancy or vacancies among the Directors may be filled by the Directors then in office.
Until the 2013 annual meeting of shareholders, any Director elected to fill a vacancy may be
elected for the term remaining for the Directors of any class, provided that each class shall
continue to consist of not less than three Directors and the number of Directors in each class
shall continue to be as nearly equal as possible. From and after the 2013 annual meeting of
shareholders, any Director elected to fill a vacancy shall be elected until the next succeeding
annual meeting of shareholders and thereafter until his successor shall be elected and duly
qualified.
SECTION 3. Removal
A Director may be removed from office, as permitted by statute, by the Directors then in
office or, upon the recommendation of two-thirds of the Directors then in office, by the vote of
the holders of two-thirds of the shares entitled to be voted to elect Directors in place of those
to be removed, except as otherwise provided by statute. For the purpose of determining the
Directors then in office, the Director whose removal is proposed will not be deemed to be a
Director, nor will such Director be entitled to vote thereon.
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SECTION 4. Meetings
Meetings of the Directors may be called by the Chairman of the Board, the President, any Vice
President, the Secretary, or by not less than one-third of the Directors then in office. Meetings
of the Directors may be held at any place within or without the state of Ohio. Notice of the time
and place of such meetings shall be served upon or telephoned to each Director at least twenty-four
hours, or mailed, telegraphed or cabled to each Director at least forty-eight hours, before the
time of the meeting. Such notice may be waived in writing by any Director, either before or after
the meeting. Attendance at the meeting by a Director without protesting, prior to or at the
commencement of the meeting, the lack of proper notice, shall constitute waiver of such notice by
such Director.
SECTION 5. Quorum
A majority of the Directors then in office shall constitute a quorum for the transaction of
business at any meeting. Except as otherwise provided by statute or by these Regulations, the act
of a majority of the Directors present at any meeting at which a quorum is present shall be the act
of the Directors. In the absence of a quorum, a majority of Directors present may adjourn any
meeting from time to time without notice until a quorum is present.
SECTION 6. Committees
The Directors may from time to time create a committee or committees of Directors to act in
the intervals between meetings of the Directors and may delegate to such committee or committees
any of the authority of the Directors, except as limited by statute.
In particular, the Directors may create from its membership and define the powers and duties
of an Executive Committee of not less than three members. Except to the extent that its powers are
limited by the Directors or by statute, the Executive Committee during the intervals between
meetings of the Directors shall possess and may exercise under the control and direction of the
Directors all of the powers of the Directors in the management and control of the business of the
Corporation regardless of whether such powers are specifically conferred by these Regulations. All
action taken by the Executive Committee shall be reported to the Directors at their first meeting
thereafter.
Unless otherwise provided by the Directors, a majority of the members of any committee
appointed by the Directors pursuant to this Section shall constitute a quorum at any meeting
thereof and the act of a majority of the members present at a meeting at which a quorum is present
shall be the act of such committee. Action may be taken by any such committee without a meeting by
a writing signed by all its members. Any such committee shall prescribe its own rules for calling
and holding meetings and its method of procedure, subject to any rules prescribed by the Directors,
and shall keep a written record of all action taken by it.
SECTION 7. Compensation
Directors and members of any committee of the Directors shall receive such compensation, which
may be either a specified sum payable at intervals, and/or a fixed sum for attendance at each
Directors or committee meeting or as otherwise determined by the Directors. No Director and no
member of any committee of the Directors shall be disqualified from being counted in the
determination of a quorum at any meeting of either the Directors or a committee by reason of the
fact that matters affecting his own compensation as a Director, member of a committee, an officer
or employee are to be determined. Nothing contained herein shall be construed to preclude any
Director from serving the Corporation in any other capacity and receiving proper compensation for
such service.
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ARTICLE III
OFFICERS
SECTION 1. Officers
The Corporation may have a Chairman of the Board and shall have a President (both of whom
shall be Directors), a Secretary and a Treasurer, all of whom shall be elected by the Directors.
The Corporation may also have one or more Vice Presidents, Assistant Secretaries, Assistant
Treasurers and such other officers as the Directors may deem necessary, all of whom shall be
elected by the Directors.
SECTION 2. Authority and Duties of Officers
The officers of the Corporation shall have such authority and shall perform such duties as are
customarily incident to their respective offices or as may be specified from time to time by the
Directors, regardless of whether such authority and duties are customarily incident to such office.
ARTICLE IV
INDEMNIFICATION OF DIRECTORS AND OTHERS
SECTION 1. Indemnification
The Corporation shall indemnify, to the fullest extent then permitted by law, any person who
was or is 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, by reason of the fact
that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, trustee, officer, employee or agent of another
corporation, domestic or foreign, non-profit or for profit, partnership, joint venture, trust or
other enterprise; provided, however, that the Corporation shall indemnify any such agent (as
opposed to any Director, officer or employee) of the Corporation to an extent greater than that
required by law only if and to the extent that the Directors may, in their discretion, so
determine; and provided, further, that the Corporation shall not be required hereby to indemnify
any person with respect to any action, suit or proceeding that was initiated by such person unless
such action, suit or proceeding was initiated by such person to enforce any rights to
indemnification arising hereunder and such person shall have been formally adjudged to be entitled
to indemnity by reason hereof. The indemnification provided hereby shall not be deemed exclusive of
any other rights to which those seeking indemnification may be entitled under any law, the Articles
of Incorporation or any agreement, vote of shareholders or of disinterested Directors or otherwise,
both as to action in official capacities and as to action in another capacity while he is a
Director, officer, employee or agent at the Corporation, and shall continue as to a person who has
ceased to be a Director, trustee, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
SECTION 2. Insurance
The Corporation may, to the full extent then permitted by law, purchase and maintain insurance
on behalf of any persons described in Section 1 of this Article IV against any liability asserted
against and incurred by any such person in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify such person against such
liability.
SECTION 3. Indemnification Agreements
The Corporation may, to the fullest extent then permitted by law, enter into indemnification
agreements with any person described in Section 1 of this Article IV.
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ARTICLE V
MISCELLANEOUS
SECTION 1. Transfer and Registration of Certificates
The Directors shall have authority to make such rules and regulations as they deem expedient
concerning the issuance, transfer and registration of certificates for shares and the shares
represented thereby and may appoint transfer agents and registrars thereof. In the event of a
control share acquisition, as defined in the Ohio Revised Code, the Directors may refuse to
transfer or redeem, and may deny voting and other shareholder rights appurtenant to, shares
acquired or to be acquired in such an acquisition if by a two-thirds vote the Directors then in
office shall determine that the acquiring person statement, as defined in the Ohio Revised Code,
was not given in good faith, or that the proposed control share acquisition would not be in the
best interests of the Corporation and its shareholders, or that the proposed control share
acquisition could not be consummated for financial or legal reasons.
SECTION 2. Substituted Certificates
Any person claiming a certificate for shares to have been lost, stolen or destroyed shall make
an affidavit or affirmation of that fact shall give the Corporation and its registrar or registrars
and its transfer agent or agents a bond of indemnity satisfactory to the Directors or officers of
the Corporation, and, if required by the Directors or officers, shall advertise the same in such
manner as may be required, whereupon a new certificate may be issued of the same tenor and for the
same number of shares as the one alleged to have been lost, stolen or destroyed.
SECTION 3. Voting Upon Shares Held by the Corporation
Unless otherwise ordered by the Directors, the Executive Committee may appoint the Chairman of
the Board, the President or any officer of the Corporation to have full power and authority, in
person or by proxy, on behalf of the Corporation to vote, act and consent with respect to any
shares issued by other corporations which the Corporation may own.
SECTION 4. Corporate Seal
The seal of the Corporation shall be circular in form with the name of the Corporation stamped
around the margin and the word Seal stamped across the center.
SECTION 5. Articles to Govern
In case any provision of these Regulations shall be inconsistent with the Articles of
Incorporation, the Articles of Incorporation shall govern.
SECTION 6. Amendments
These Regulations may be amended (i) to the extent permitted by Chapter 1701 of the Ohio
Revised Code, by the Directors, or (ii) by the affirmative vote of the holders of record entitled
to exercise a majority of the voting power on such proposal, if such proposal has been recommended
by a two-thirds vote of the Directors then in office as being in the best interests of the
Corporation and its shareholders, or by the affirmative vote, at a meeting, of the shareholders of
record entitled to exercise two-thirds of the voting power on such proposal, or by the affirmative
vote or approval of, and in a writing or writings signed by, all the shareholders who would be
entitled to notice of a meeting of the shareholders held for such purpose, which writing or
writings shall be filed with or entered upon the records of the Corporation.
SECTION 7. Emergency Regulations
The Directors may adopt emergency regulations, either before or during an emergency, as that
term is defined in the Ohio Revised Code, or in any other relevant law in effect at the time of the
adoption
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of the emergency regulations. Such regulations shall be operative only during an emergency,
notwithstanding any different provisions elsewhere in these Regulations. The emergency regulations
may include such provisions as are authorized by law. Unless otherwise provided by such emergency
regulations, the special rules contained in the Ohio Revised Code shall be applicable during such
an emergency, notwithstanding any different provisions elsewhere in these Regulations.
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