Rayovac 2008 Annual Report Download - page 195

Exhibit 3.2
AMENDED AND RESTATED BY-LAWS
OF
SPECTRUM BRANDS, INC.
(hereinafter called the “Corporation”)
ARTICLE I. OFFICES
I.1Principal and Business Offices. The Corporation may have such principal and other business offices, either within or without the State of Wisconsin, as
the Board of Directors may designate or as the business of the Corporation may require from time to time.
I.2Registered Office. The registered office of the Corporation required by the Wisconsin Business Corporation Law, Wis. Stat. 180.0101 et seq.
(hereinafter the “WBCL”), to be maintained in the State of Wisconsin may be, but need not be, identical with the principal office in the State of Wisconsin, and
the address of the registered office may be changed from time to time by the Board of Directors or by the registered agent. The business office of the registered
agent of the Corporation shall be identical to such registered office.
ARTICLE II. SHAREHOLDERS
II.1Annual Meeting. The annual meeting of shareholders shall be held on such date and at such time as shall be designated from time to time by the Board
of Directors and stated in the notice of the meeting, at which meeting the shareholders shall elect directors, and transact such other business as may properly be
brought before the meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each shareholder entitled to
vote at such meeting not less than ten nor more than sixty days before the date of the meeting.
II.2Special Meeting. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or the Articles of
Incorporation, may be called only by (i) the Chairman of the Board of Directors, if there be one, (ii) the President, (iii) any Vice President, if there be one,
(iv) the Secretary or (v) any Assistant Secretary, if there be one, and shall be called by any such officer at the request in writing of a majority of the Board of
Directors. Shareholders shall not be entitled to call a special meeting of the shareholders, nor to require the Board of Directors to call such a special meeting.
Special meetings of the shareholders may be held on any date, at any time and at any place within or without the State of Wisconsin as shall be determined by the
Board of Directors. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is
called shall be given not less than ten nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting.
II.3Place of Meeting. The Board of Directors may designate any place, either within or without the State of Wisconsin, as the place of meeting for any
annual meeting or for any special meeting of the shareholders. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be
the principal business office of the Corporation in the State of Wisconsin or such other suitable place in the county of such principal office as may be designated
by the person calling such meeting, but any meeting may be adjourned to reconvene at any place designated by the holders of a majority of the votes entitled to
be cast at such meeting represented thereat.
II.4Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any
other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty
days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such
books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of
shareholders, not less than ten days prior to the date
Source: Spectrum Brands, Inc, 10-K, December 10, 2008