EXHIBIT 3.2

 

                             AMENDED AND RESTATED

 

                                    BY-LAWS

 

                                      OF

 

                               ELECTROGLAS, INC.

 

 

                                  ARTICLE I

 

                                 STOCKHOLDERS

 

        SECTION 1. AnnualMeeting. The annual meeting of the stockholders of the

Corporation shall be held on such date, at such time and atsuch place within or

without the State of Delaware as may be designated by theBoard of Directors,

for the purpose of electing Directors and for thetransaction of such other

business as may be properly brought before the meeting.

 

        To be properly broughtbefore an annual meeting, business must be

specified in the notice of meeting (or any supplementthereto) given by or at

the direction of the Board of Directors, otherwise properlybrought before the

meeting by or at the direction of the Board of Directors orotherwise properly

brought before the meeting by a stockholder. In addition toany other applicable

requirements, for business to be properly brought before anannual meeting by a

stockholder, the stockholder must have given timely noticethereof in writing to

the Secretary of the Corporation. To be timely, astockholder's notice must be

delivered to or mailed and received at the principalexecutive offices of the

Corporation, not less than 45 days nor more than 75 days priorto the date on

which the Corporation first mailed its proxy materials forthe previous year's

annual meeting of stockholders (or the date on which theCorporation mails its

proxy materials for the current year if during the prioryear the Corporation

did not hold an

 

 

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annual meeting or if the date of the annual meeting waschanged more than 30

days from the prior year). A stockholder's notice to theSecretary shall set

forth as to each matter the stockholder proposes to bringbefore the annual

meeting (i) a brief description of the business desired tobe brought before the

annual meeting and the reasons for conducting such businessat the annual

meeting, (ii) the name and record address of the stockholderproposing such

business, (iii) the class and number of shares of theCorporation which are

beneficially owned by the stockholder, and (iv) any materialinterest of the

stockholder in such business.

 

        Notwithstanding anythingin the By-Laws to the contrary, no business

shall be conducted at the annual meeting except inaccordance with the

procedures set forth in this Section 1, provided, however,that nothing in this

Section 1 shall be deemed to preclude discussion by anystockholder of any

business properly brought before the annual meeting inaccordance with said

procedure.

 

        The chairman of anannual meeting shall, if the facts warrant, determine

and declare to the meeting that business was not properlybrought before the

meeting in accordance with the provisions of this Section 1,and if he should so

determine he shall so declare to the meeting, and any suchbusiness not properly

brought before the meeting shall not be transacted.

 

        Nothing in this Section1 shall affect the right of a stockholder to

request inclusion of a proposal in the Corporation's proxystatement to the

extent that such right is provided by an applicable rule ofthe Securities and

Exchange Commission.

 

 

 

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        SECTION 2. SpecialMeetings. Any special meeting of the stockholders

shall be held on such date, at such time and at such placewithin or without the

State of Delaware as the Board of Directors may designate.

 

        SECTION 3. Notice ofMeetings. Except as otherwise provided in these

By-Laws or by law, a written notice of each meeting of thestockholders shall be

given not less than ten (10) nor more than sixty (60)calendar days before the

date of the meeting to each stockholder of the Corporationentitled to vote at

such meeting at such stockholder's address as it appears onthe records of the

Corporation. The notice shall state the place, date and hourof the meeting and,

in the case of a special meeting, the purpose or purposesfor which the meeting

is called.

 

        SECTION 4. AdjournedMeetings. When a meeting is adjourned to another

time or place, notice need not be given of the adjournedmeeting if the time and

place thereof ate announced at the meeting at which theadjournment is taken, At

the adjourned meeting the stockholders, or the holders ofany class of stock

entitled to vote separately as a class, as the case may be,may transact any

business which might have been transacted by them at theoriginal meeting. If

the adjournment is for more than thirty (30) calendar days,or if after the

adjournment a new record date is fixed for the adjournedmeeting, a notice of

the adjourned meeting shall be given to each stockholder ofrecord entitled to

vote at the adjourned meeting.

 

        SECTION 5. Organization.The Chairman shall act as chairman of all

meetings of the stockholders. In the absence of theChairman, the President or,

in his or her absence, any Vice Chairman or Vice Presidentdesignated by the

Board or, in the absence of any such officer, any persondesignated by the

holders of a majority in number of the shares of stock ofthe

 

 

 

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Corporation present in person or represented by proxy andentitled to vote at

such meeting shall act as chairman of the meeting.

 

        The Secretary of theCorporation shall act as secretary of all meetings

of the stockholders, but, in the absence of the Secretary,the chairman of the

meeting may appoint any person to act as secretary of themeeting. It shall be

the duty of the Secretary to prepare and make, at least ten(10) calendar days

before every meeting of stockholders, a complete list ofstockholders entitled

to vote at such meeting, arranged in alphabetical order andshowing the address

of each stockholder and the number of shares registered inthe name of each

stockholder. Such list shall be open, either at a placewithin the city where

the meeting is to be held, which place shall be specified inthe notice of the

meeting, or, if not so specified, at the place where themeeting is to be held,

for the ten (10) calendar days next preceding the meeting, tothe examination of

any stockholder, for any purpose germane to the meeting,during ordinary

business hours, and shall be produced and kept at the timeand place of the

meeting during the whole time thereof and subject to theinspection of any

stockholder who may be present.

 

        SECTION 6. Voting.Except as otherwise provided in the Certificate of

Incorporation or by law, each stockholder shall be entitledto one vote for each

share of the capital stock of the Corporation registered inthe name of such

stockholder upon the books of the Corporation. Eachstockholder entitled to vote

at a meeting of stockholders may authorize another person orpersons to act for

such stockholder by proxy, but no such proxy shall be votedor acted upon after

three (3) years from its date, unless the proxy provides fora longer period.

When directed by the presiding officer or upon the demand ofany stockholder,

the vote upon any matter before a meeting of stockholdersshall be by ballot.

Except as otherwise provided by law or by the

 

 

 

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Certificate of Incorporation, (a) Directors shall be electedby a plurality of

the votes cast at a meeting of stockholders by thestockholders entitled to vote

in the election, and (b) whenever any corporate action otherthan the election

of Directors is to be taken, it shall be authorized by amajority of the votes

cast at a meeting of stockholders by the stockholdersentitled to vote thereon,

 

        Shares of the capitalstock of the Corporation belonging to the

Corporation or to another corporation, if a majority of theshares entitled to

vote in the election of directors of such other corporationis held, directly or

indirectly, by the Corporation, shall neither be entitled tovote nor be counted

for quorum purposes.

 

        SECTION 7. Procedure. Ateach meeting of stockholders, the chairman of

the meeting shall fix and announce the date and time of theopening and the

closing of the polls for each matter upon which thestockholders will vote at

the meeting and shall determine the order of business andall other matters of

procedure. Except to the extent inconsistent with any suchrules and regulations

as adopted BY the Board of Directors, the chairman of themeeting may establish

rules, which need not be in writing, to maintain order andsafety and for the

conduct of the meeting. Without limiting the foregoing, heor she may:

 

                     (a) restrict attendance at any time to bona fide

stockholders of record and their proxies and other personsin attendance at the

invitation of the chairman;

 

                     (b) restrict dissemination of solicitation materials and

use of audio or visual recording devices at the meeting;

 

                     (c) establish seating arrangements;

 

 

 

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                     (d) adjourn the meeting without a vote of the

stockholders, whether or not there is a quorum present; and

 

                     (e) makerules governing speeches and debate including

time limits and access to microphones.

 

        The chairman of themeeting acts in his or her absolute discretion and

his or her rulings are not subject to appeal.

 

        SECTION 8. Inspectors.The Board of Directors by resolution shall, in

advance of any meeting of stockholders, appoint one or moreinspectors, which

inspector or inspectors may include individuals who servethe Corporation in

other capacities, including, without limitation, asofficers, employees, agents

or representatives of the Corporation, to act at the meetingand make a written

report thereof, One or more persons may be designated by theBoard as alternate

inspectors to replace any inspector who fails to act. If noinspector or

alternate is able to act at a meeting of stockholders, thechairman of the

meeting shall appoint one or more inspectors to act at themeeting. Each

inspector, before discharging his or her duties, shall takeand sign an oath

faithfully to execute the duties of inspector with strictimpartiality and

according to the best of his or her ability. The inspectorsshall have the

duties prescribed by the General Corporation Law of theState of Delaware.

 

 

 

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                                  ARTICLE II

 

                              BOARD OF DIRECTORS

 

        SECTION 1. Place ofMeeting. The Board of Directors may hold its

meetings in such place or places in the State of Delaware oroutside the State

of Delaware as the Board from time to time shall determine.

 

        SECTION 2. RegularMeetings. Regular meetings of the Board of Directors

shall be held at such times and places as the Board fromtime to time by

resolution shall determine. No notice shall be required forany regular meeting

of the Board of Directors, but a copy of every resolutionfixing or changing the

time or place of regular meetings shall be mailed to everyDirector at least

five (5) calendar days before the first meeting held inpursuance thereof.

 

        SECTION 3. SpecialMeetings. Special meetings of the Board of Directors

shall be held whenever called by direction of the Chairman,the President, a

Vice Chairman or by any three (3) of the Directors then inoffice.

 

        Notice of the day, hourand place of holding of each special meeting

shall be given (i) by mailing the same at least four (4)calendar days before

the meeting or (ii) by causing the same to be transmitted bytelecopier,

telegraph or cable (A) at least twenty-four (24) hoursbefore the meeting or (B)

in the case of a meeting held in accordance with Section 7of this Article II,

at least six (6) hours before the meeting, in each case toeach Director. Unless

otherwise indicated in the notice thereof, any and allbusiness other than an

amendment of these By-Laws may be transacted at any specialmeeting, and an

amendment of these By-Laws may be acted upon if the noticeof the meeting shall

have stated that the amendment of these By-Laws is one ofthe

 

 

 

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purposes of the meeting, At any meeting at which everyDirector shall be

present, even though without any notice, any business may betransacted,

including the amendment of these By-Laws.

 

        SECTION 4. Quorum. Amajority of the members of the Board of Directors

in office (but in no case less than two (2) Directors) shallconstitute a quorum

for the transaction of business, and, except as otherwiseprovided in the

Certificate of Incorporation, the vote of the majority ofthe Directors present

at any meeting of the Board of Directors at which a quorumis present shall be

the act of the Board of Directors. If at any meeting of theBoard there is less

than a quorum present, a majority of those present mayadjourn the meeting from

time to time.

 

        SECTION 5. Organization.The Chairman shall act as chairman and preside

at all meetings of the Board of Directors. In the absence ofthe Chairman, the

President or, in his or her absence, any Vice Chairman orVice President shall

act as chairman of the meeting. The Secretary of theCorporation shall act as

secretary of all meetings of the Directors, but, in theabsence of the

Secretary, the chairman of the meeting may appoint anyperson to act as

secretary of the meeting.

 

        SECTION 6. Committees.In the absence or disqualification of a member of

a committee, the member or members thereof present at anymeeting and not

disqualified from voting, whether or not such member ormembers constitute a

quorum, may unanimously appoint another member of the Boardof Directors to act

at the meeting in the place of any such absent ordisqualified member.

 

        SECTION 7. ConferenceTelephone Meetings. Unless otherwise restricted by

the Certificate of Incorporation or by these By-Laws, themembers of the Board

of Directors or any

 

 

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committee designated by the Board may participate in ameeting of the Board or

such committee, as the case may be, by means of conferencetelephone or similar

communications equipment by means of which all personsparticipating in the

meeting can hear each other, and such participation shallconstitute presence in

person at such meeting.

 

        SECTION 8. Consent ofDirectors or Committee in Lieu of Meeting. Unless

otherwise restricted by the Certificate of Incorporation orby these By-Laws,

any action required or permitted to be taken at any meetingof the Board of

Directors, or of any committee thereof, may be taken withouta 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 theminutes of proceedings of

the Board or committee, as the case may be.

 

        SECTION 9. Compensation.For their services as Directors or as members

of committees, every Director shall receive suchcompensation, attendance fees

and other allowances as determined by resolution of theBoard.

 

                                  ARTICLEIII

 

                                   OFFICERS

 

        SECTION 1. Officers. Theofficers of the Corporation shall be a

Chairman, a President, one or more Vice Presidents, aSecretary, a Treasurer and

a Controller, and such additional officers, if any, as shallbe elected by the

Board of Directors pursuant to the provisions of Section 2of this Article III,

A chief executive officer shall be designated by the Boardfrom among the

officers. The Chairman, the President, one or more VicePresidents, the

Secretary, the Treasurer and the Controller shall be electedby the Board of

Directors at its first meeting after

 

 

 

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each annual meeting of the stockholders. The failure to holdsuch election shall

not of itself terminate the term of office of any officer.All officers shall

hold office at the pleasure of the Board of Directors. Anyofficer may resign at

any time upon written notice to the Corporation. Officersmay, but need not be

Directors. Any number of offices may be held by the sameperson.

 

        All officers shall besubject to removal, with or without cause, at any

time by the Board of Directors. The removal of an officerwithout cause shall be

without prejudice to his or her contract rights, if any. Theelection or

appointment of an officer shall not of itself createcontract rights, Any

vacancy caused by the death of any officer, his or her resignation,his or her

removal, or otherwise, may be filled by the Board ofDirectors, and any officer

so elected shall hold office at the pleasure of the Board ofDirectors.

 

        The officers shall havesuch authority and shall perform such duties as

from time to time may be determined by the Board ofDirectors, the Chairman, the

President or a Vice Chairman or as shall be confirmed orrequired by law or

these By-Laws or as shall be incidental to the office.

 

        SECTION 2. Additionalofficers. The Board of Directors may from time to

time elect such other officers (who may but need not beDirectors), including

Vice Chairmen, Assistant Treasurers, Assistant Secretariesand Assistant

Controllers, as the Board may deem advisable, and suchofficers shall have such

authority and shall perform such duties as may from time totime be assigned to

them by the Board of Directors, the Chairman, the Presidentor a Vice Chairman

or as shall be conferred or required by law or these By-Lawsor as shall be

incidental to the office.

 

 

 

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                                  ARTICLE IV

 

                          STOCK, SEAL AND FISCAL YEAR

 

        SECTION 1. Transfer ofShares. Shares of stock of the Corporation shall

be transferred on the books of the Corporation by the recordholder thereof, in

person or by such holder's attorney duly authorized inwriting, upon surrender

and cancellation of certificates for the number of shares ofstock to be

transferred, except as otherwise required by law.

 

        SECTION 2. Regulations.The Board of Directors, the Chairman, the

President, a Vice Chairman or the Secretary shall have powerand authority to

make such rules and regulations as it or such officer maydeem expedient

concerning the issue, transfer, registration or replacementof certificates for

shares of stock of the Corporation.

 

        SECTION 3. Record Date.In order that the Corporation may determine the

stockholders entitled to notice of or to vote at any meetingof stockholders or

any adjournment thereof, or entitled to receive payment ofany dividend or other

distribution or allotment of any rights, or entitled toexercise any rights in

respect of any change, conversion or exchange of stock orfor the purpose of any

other lawful action, as the case may be, the Board ofDirectors may fix, in

advance, a record date, which shall not be more than sixty(60) calendar days

nor less than ten (10) calendar days before the date of suchmeeting, nor more

than sixty (60) calendar days prior to any other action.

 

        If no record date isfixed, the record date for determining stockholders

entitled to notice of or to vote at a meeting ofstockholders shall be at the

close of business on the day next preceding the day on whichnotice is given,

or, if notice is waived, at the close of business on the

 

 

 

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day next preceding the day on which the meeting is held, andthe record date for

determining stockholders for any other purpose shall be atthe close of business

on the day on which the Board of Directors adopts theresolution relating

thereto. A determination of stockholders of record entitledto notice of or to

vote at a meeting of stockholders shall apply to anyadjournment of the meeting;

provided, however, that the Board of Directors may fix a newrecord date for the

adjourned meeting.

 

        SECTION 4. Dividends.Subject to the provisions of the Certificate of

Incorporation, the Board of Directors shall have power todeclare and pay

dividends upon shares of stock of the Corporation, but onlyout of funds

available for the payment of dividends as provided by law.

 

        Subject to theprovisions of the Certificate of Incorporation, any

dividends declared upon the stock of the Corporation shallbe payable on such

date or dates as the Board of Directors shall determine, Ifthe date fixed for

the payment of any dividend shall in any year fall upon alegal holiday, then

the dividend payable on such date shall be paid on the nextday not a legal

holiday.

 

        SECTION 5. CorporateSeal. The Corporation shall have a suitable seal,

containing the name of the Corporation. The Secretary shallhave custody of the

seal, but he or she may authorize others to keep and use aduplicate seal,

 

        SECTION 6. Fiscal Year.The fiscal year of the Corporation shall be such

fiscal year as the Board of Directors from time to time byresolution shall

determine.

 

 

 

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                                  ARTICLE V

 

                           MISCELLANEOUS PROVISIONS

 

        SECTION 1. Waivers ofNotice. Whenever any notice whatever is required

to be given by law, by the Certificate of Incorporation orby these By-Laws to

any person or persons, a waiver thereof in writing, signedby the person or

persons entitled to the notice, whether before or after thetime stated therein,

shall be deemed equivalent thereto. Attendance of a personat a meeting shall

constitute a waiver of notice of such meeting, except whenthe person attends a

meeting for the express purpose of objecting at thebeginning of the meeting to

the transaction of any business because the meeting is notlawfully called or

convened.

 

        SECTION 2.Indemnification of Employees. Each person who is or was an

employee of the Corporation, and each such person who is orwas serving at the

written request of the Corporation as an employee of anothercorporation, or of

a partnership, joint venture, trust or other enterprise(including the heirs,

executors, administrators and estate of such person), shallbe indemnified by

the Corporation to the fullest extent permitted from time totime by the General

Corporation Law of the State of Delaware or any otherapplicable laws as

presently or hereafter in effect.

 

 

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
           Year.
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On July 5, 2005 the Board of Directors of the Company unanimously adopted
resolutions to change its fiscal year end from December 31 to May 31. A
transition report on Form 10-Q covering the five-month period ended May 31, 2005
will be filed on or before July 15, 2005.