EXHIBIT 3.3

 

                               CODE OF REGULATIONS

                                       OF

                         RTI INTERNATIONAL METALS, INC.

 

                                    ARTICLE I

 

                             SHAREHOLDERS' MEETINGS

 

         Section 1.  Annual Meeting.

 

         The annual meeting of shareholders for the election of Directors and

the consideration of reports to be laid before such meeting shall be held at 10

o'clock A.M., or at such other hour as may be designated in the notice of said

meeting, on the fourth Thursday in April in each year, if not a legal holiday,

and if a legal holiday, then on the next day not a legal holiday, or at such

other date as the Directors may from time to time determine. 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 he considered as, and

shall be, a special meeting. When the annual meeting is not held or Directors

are not elected thereat they may be elected at a special meeting called for that

purpose.

 

         Section 2.  Special Meetings.

 

         Special meetings of shareholders may be called by (i) the Chairman of

the Board or the President or a vice President, (ii) the Directors by action at

a meeting, or by a majority of the Directors acting without a meeting, or (iii)

the holder or holders of fifty percent (50%) of all shares outstanding and

entitled to be voted at said meeting.

 

         Upon request in writing delivered either in person or by registered

mail to the President or Secretary by any person or persons entitled to call a

meeting of shareholders, such officer shall forthwith cause to be given, to the

shareholders entitled thereto, notice of a meeting to be held not less than

seven nor more than 60 days after the receipt of such request, as such officer

shall fix. If such notice is not given within 20 days after the delivery or

mailing of such request, the person or persons calling 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.

 

 

                                       4.

 

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         Section 4.  Notice of Meetings.

 

         Not more than 60 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 or at the direction

of the President, a Vice President, the Secretary or an Assistant Secretary.

Such notice shall be given either by personal delivery or by mail to each

shareholder of record entitled to notice of such meeting. If such notice is

mailed, it shall be addressed to the shareholders at their respective addresses

as they appear on the records of the Corporation, and notice shall be deemed to

have been given on the day so mailed. Notice of adjournment of a meeting need

not be given if the time and place to which it is adjourned are fixed and

announced at such meeting.

 

         Section 5.  Shareholders Entitled to Notice and to Vote.

 

         If a record date shall not be fixed pursuant to statutory authority,

the record date for the determination of shareholders who are entitled to notice

of, or who are entitled to vote at, a meeting of shareholders, shall be the

close of business on the date next preceding the day on which notice is given,

or the close of business on the date next preceding the day on which notice is

given, or the close of business on the date next preceding the day, on which the

meeting is held, as the case may be.

 

         Section 6.  Inspectors of Election; List of Shareholders.

 

         Inspectors of election may be appointed to act at any meeting of

shareholders in accordance with the Ohio General Corporation Law.

 

         At any meeting of shareholders, an alphabetically arranged list, or

classified lists, of the shareholders of record as of the applicable record date

who are entitled to vote, showing their respective addresses and the number and

classes of shares held by each, shall be produced 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 shareholders of record entitled to exercise not

less than a majority of the voting power of the Corporation in respect of any

one of the purposes for which the meeting is called.

 

         The holders of a majority of the voting power represented in person or

by proxy at a meeting of shareholders, whether or not a quorum be present, may

adjourn the meeting from time to time.

 

         Section 8.  Voting.

 

 

                                       5.

 

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         In all cases, except as otherwise expressly required by statute, the

Articles of Incorporation of the Corporation or these Regulations, majority of

the votes cast at a meeting of shareholders shall control. An abstention shall

not represent a vote cast.

 

         Section 9.  Reports to Shareholders.

 

         At the annual meeting, or the meeting held in lieu thereof, the

officers of the Corporation shall lay before the shareholders a financial

statement as required by the Ohio General Corporation Law.

 

         Section 10.  No Action Without a Meeting.

 

         Any action required to be taken at any annual or special meeting of the

stockholders of the Corporation, or any action which may be taken at any annual

or special meeting of the stockholders or otherwise, may not be taken without a

meeting, prior notice and a vote, and stockholders may not act by written

consent.

 

         Section 11.  Chairman of Meeting.

 

         The chairman of any meeting of shareholders shall be the Chairman of

the Board or, if the Directors have not elected a Chairman of the Board, the

President of the Corporation. The Chairman of the Board or, if the Directors

have not elected a Chairman of the Board or the Chairman of the Board is

unavailable to do so, the President may appoint any other officer of the

Corporation to act as chairman of any shareholders' meeting. Notwithstanding the

foregoing, the Directors may appoint any individual to act as chairman of any

shareholders' meeting.

 

                                   ARTICLE II

                                       

                                   DIRECTORS

 

         Section 1.  Election, Number and Term of office.

 

         (a) The 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, and each Director shall hold office until the date fixed by

(c) of this Section, or until his earlier resignation, removal from office or

death. At any meeting of shareholders at which Directors are to be elected, only

persons nominated as candidates shall be eligible for election.

 

         (b) The number of Directors, which shall not be less than three (unless

all of the shares of the Corporation are owned of record by one or two

shareholders, in which case the number of Directors may be less than three but

not less than the number of shareholders) or more than twelve, may be fixed or

changed at a meeting of the shareholders called for the purpose of electing

Directors at which a quorum is present, by the affirmative vote of the holders

of majority of the shares

 

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represented at the meeting and entitled to vote on such proposal or by the

Directors at a meeting of the 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.

 

         (c) "Each Director of the Corporation shall hold office until the next

annual meeting of the shareholders and until his successor is elected, or until

his earlier resignation, removal from office or death.

 

         In the case of any increase in the number of Directors of the

Corporation, the additional Director or Directors shall be elected by the Board

of Directors."

 

         (d) In the case of any vacancy in the Board of Directors through death,

resignation, disqualification or other cause, a successor to hold office for the

unexpired portion of the term of the Director whose place shall be vacant, and

until the election of his successor, shall be elected by a majority of the Board

of Directors then in office, though less than a quorum.

 

         (e) A Director of the Corporation may be removed only for cause.

 

         Section 2.  Meetings.

 

         Regular meetings of the Directors shall be held immediately after the

annual meeting of shareholders and at such other times and places as may be

fixed by the Directors, and such meetings may be held without further notice.

 

         Special meetings of the Directors may be called by the Chairman of the

Board or by the President or by a Vice President or by the Secretary of the

Corporation, or by not less than one-third of the Directors. Notice of the time

and place of a special meeting shall be served upon or telephoned to each

Director at least 24 hours, or mailed, telegraphed or cabled to each Director at

least 48 hours, prior to the time of the meeting.

 

         Section 3.  Quorum and Voting.

 

         A majority of the number of Directors then in office shall be necessary

to constitute a quorum for the transaction of business, but if at any meeting of

the Directors there shall be less than a quorum present, a majority of those

present may adjourn the meeting from time to time without notice other than

announcement at the meeting until a quorum shall attend. In all cases, except as

otherwise expressly required by statute, the Articles of Incorporation of the

Corporation or these Regulations, the act of a majority of the Directors present

at a meeting at which a quorum is present is the act of the Director.

 

         Section 4.  Action Without a Meeting.

 

 

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         Any action which may be authorized or taken at a meeting of the

Directors may be authorized or taken without a meeting with the affirmative vote

or approval of, and in a writing or writings signed by, all of the Directors,

which writing or writings shall be filed with or entered upon the records of the

Corporation.

 

         Section 5.  Committees.

 

         The Directors may from time to time create a committee or committees of

Directors and may delegate to such committee or committees any of the authority

of the Directors, however conferred, other than that of filling vacancies among

the Directors or in any committee of the Directors. No committee shall consist

of less than three Directors. The Directors may appoint one or more Directors as

alternate members of any such committee, who take the place of any absent member

or members at any meeting of such committee.

 

         In particular, the Directors may create and define the powers and

duties of an Executive Committee. Except as above provided and except to the

extent that its powers are limited by the Directors, the Executive Committee

during the intervals between meetings of the Directors shall possess and may

exercise, subject to the control and direction of the Directors, all the power

of the Directors in the management and control of the business of the

Corporation, regardless of whether such powers are specificity conferred by

these Regulations. All actions taken by the Executive committee be reported to

the Directors at their first meeting thereafter.

 

         Unless otherwise ordered 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 or writings signed by all of its members. Any such committee shall

prescribe its own rules for calling and holding meeting 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.

 

                                   ARTICLE III

 

                                    OFFICERS

 

         Section 1.  Officers.

 

         The Corporation may have a Chairman of the Board and shall have a

President, a Secretary and a Treasurer (none of whom need to be directors). The

Corporation may also have one or more Vice Presidents and such other officers as

the Directors may deem necessary. All of the officers shall be elected by the

Directors.

 

         Section 2.  Authority and Duties of Officers.

 

 

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         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 AND INSURANCE

 

         Section 1.  Indemnification.

 

         The corporation shall indemnify, to the full extent then permitted by

law, 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, by reason of the fact that he is or

was a member of the Board of Directors of an officer of the Corporation, or is

or was serving at the request of the corporation as a director, trustee or

officer of another corporation, partnership, joint venture, trust or other

enterprise. The Corporation, shall pay, to the full extent then required by law,

expenses, including attorney's fees, incurred by a member of the Board of

Directors in defending any such action, suit or proceeding as they are incurred,

in advance of the final disposition thereof, and may pay, in the same manner and

to the full extent then permitted by law, such expenses incurred by any other

person. The indemnification and payment of expenses provided hereby shall not be

exclusive of, and shall be in addition to, any other rights granted to those

seeking indemnification under any law, the Articles of Incorporation, any

agreement, vote of shareholders or disinterested members of the Board of

Directors, or otherwise, both as to action in official capacities and as to

action in another capacity while he is a member of the Board of Directors or

officer of the Corporation and shall continue as to a person who has ceased to

be a member of the Board of Directors, trustee or officer and shall inure to the

benefit of the heirs, executors, and administrators of such a person. The

indemnification provided for herein shall not be deemed to restrict the right of

the Company to indemnify employees, agents and other to the extent not

prohibited by applicable law.

 

         Section 2.  Insurance.

 

         The Corporation may, to the full extent then permitted by law and

authorized by the Directors, purchase and maintain insurance or furnish similar

protection, including but not limited to trust funds, letters of credit or

self-insurance, on behalf of or for any persons described in Section 1 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. Insurance

may be purchased from or maintained with a person in which the Corporation has a

financial interest.

 

         Section 3.  Agreements.

 

 

                                       9.

 

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         The Corporation, upon approval by the Board of Directors, may enter

into agreements with any persons whom the Corporation may indemnify under these

Regulations or under law and undertake thereby to indemnify such persons and to

pay the expenses incurred by them in defending any action, suit or proceeding

against them, whether or not the Corporation would have the power under these

Regulations or law to indemnify any such person.

 

                                    ARTICLE V

 

                                  MISCELLANEOUS

 

         Section 1.  Transfer and Registration of Certificate.

 

         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.

 

         Section 2.  Voting of Shares Held by the Corporation.

 

         Unless otherwise ordered by the Directors, any officer of the

Corporation, in person or by proxy or proxies appoint by him, shall have full

power and authority 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 3.  Amendments.

 

         Shareholders may adopt, amend and repeal the regulations at any annual

or special meeting of the shareholders by an affirmative vote of two-thirds of

the shares outstanding and entitled to vote thereon, provided that notice of

intention to adopt, amend or repeal the regulations in whole or in part shall

have been included in the notice of the meeting.

 

         Section 4.  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 to the Executive Committee or

to the President or a Vice President and the Secretary or the Treasurer, and, if

required by the Directors or the Executive Committee or such officers, shall

advertise the same in such manner as may be required, whereupon a new

certificate may be executed and delivered of the same tenor and for the same

number of shares as the one alleged to have been lost, stolen or destroyed.