Exhibit 3.1
RESTATED AS OF
DECEMBER 15, 2022
RESTATED BY-LAWS
OF
STANDARD MOTOR PRODUCTS, INC.
SECTION 1. The annual
meeting of the stockholders of the Corporation for the election of directors and the transaction of such other business as may be properly brought before the meeting shall be held at the principal executive office of the Corporation, unless the
Board of Directors shall have designated another place within or without the State of New York, on such date and at such time each year as the Board of Directors shall designate.
SECTION 2. Special
meetings of the stockholders may be held upon call of the president, a majority of the number of directors in office or of stockholders holding a majority of the outstanding shares of stock entitled to vote at such meeting.
SECTION 3. Notice of the
time and place of every meeting of stockholders shall be given in the manner provided by law.
SECTION 4.
(a) The holders of a majority of the
outstanding shares of stock of the Corporation entitled to vote at any meeting of stockholders must be present in person or by proxy at such meeting to constitute a quorum, less than such quorum, however, having power to adjourn any meeting from
time to time without notice.
(b) The Board of Directors may, before any
meeting of stockholders, appoint two inspectors of election to serve at such meeting. If the Board fails to make such appointment, or if their appointees or either of them fail to appear at such meeting, the chairman of the meeting may appoint
inspectors or an inspector to act at such meeting.
SECTION 5. Meetings of
stockholders shall be presided over by the president, or, in his absence, a vice-president, or in the absence of all of them, by a chairman to be elected at the meeting. The secretary or an assistant secretary of the Corporation shall act as
secretary at such meeting, if present, and in the absence of all of them, the chairman of the meeting may appoint a secretary.
SECTION 6. The stock of
the Corporation shall be transferable or assignable on the books of the Corporation by holders in person or by attorney on surrender of the certificates therefore duly endorsed. Certificates of stock shall be in such form and executed in such
manner as may be prescribed by law and the Board of Directors.
SECTION 7.
(a) Election of Directors. The directors shall be elected at the annual meeting of stockholders or as soon thereafter as practicable by a plurality of the votes at such election, and shall hold office until the
next annual meeting of the stockholders and until their successors are elected and qualified.
(b) Nominations of Directors.
(i) Only persons who are nominated (1) by or at the direction of the Board of Directors or any committee thereof or (2) by any
stockholder who (A) is a stockholder of record at the time the notice pursuant to Clause (ii) of this Section 7(b) is sent to and received by the Secretary of the Corporation, (B) is entitled to vote at the meeting and (C) timely and properly
complies with the procedures set forth in these By-Laws and with Rule 14a-19 as promulgated by the Securities & Exchange Commission (the “SEC”) and provides reasonable evidence of compliance therewith shall be eligible for election or re-election
as directors at any annual or special meeting of stockholders.
(ii) A nomination by a stockholder may be made only by giving timely notice to the Secretary, which notice must be in writing, signed
by the nominating stockholder and set forth or include:
(1) the nominee’s name, business and residence addresses, and material occupations, employment and business activities during the
then preceding ten years; the amount of each class, series and kind of capital stock or debt securities of, or loans or credit extended to, the Corporation (collectively, “financial instruments”) owned, beneficially or of record, by the nominee and
his or her affiliates (which term shall include persons acting in concert but not limited partners); and all direct and indirect compensatory, financial, investment, business, familial and other material agreements, arrangements, relationships and
understandings during the then preceding ten years between or among (A) the nominating stockholder and his or her affiliates, on the one hand, and (B) the nominee and his or her affiliates, on the other hand;
(2) the name and business and residence addresses of the nominating stockholder and each of his or her affiliates; the material
occupations, employment and business activities of the nominating stockholder during the then preceding ten years; the amount of each class, series and kind of financial instruments owned, beneficially or of record, of the Corporation by such
stockholder and each such affiliate, all direct and indirect agreements, arrangements, relationships and understandings with each other person pursuant to which the nomination is being made or who may participate in or support the solicitation of
proxies in favor of election of the nominee; all direct and indirect agreements, arrangements, relationships and understandings (including all short positions, warrants, derivatives, profits interests, hedging transactions, voting agreements or
trusts, powers of attorney and proxies) to which the nominee, the nominating stockholder and any of their respective affiliates is a party, the effect or intent of which is to directly or indirectly (A) benefit or profit from, be compensated for,
mitigate loss from or manage risk with respect to changes in price or value of any class, series or kind of financial instruments of the Corporation, (B) increase or decrease the voting power of any class, series or kind of financial instruments or
the voting of the Corporation by the holders thereof or (C) increase the voting power of the nominee, the nominating stockholder or any of their respective affiliates; any material contemplated, pending or threatened legal claim or proceeding or any
allegation of wrongdoing against the Corporation or any affiliate of the Corporation to which the nominee, the nominating stockholder or any of their respective affiliates is or may become a party, in which any of them is participating or may
participate; all material contemplated, proposed or existing direct and indirect agreements, arrangements, relationships and understandings of the nominee, the nominating stockholder and any of their respective affiliates with any material
competitor, supplier or customer of the Corporation;
(3) a representation that the information provided pursuant to the preceding clauses of this sentence is correct and complete and
that the nominating stockholder is entitled to vote for the election of directors at the annual or special meeting of stockholders and intends to appear in person or by proxy at the meeting to nominate the nominee;
(4) a representation that the nominating stockholder intends to solicit proxies from stockholders representing at least 67% of the
stockholders eligible to vote at the meeting at which the election of directors will be held; and
(5) a consent and questionnaire described in Clause (3) of this Section 7(b) signed by the nominee.
Information need not be provided with respect to the ordinary course business activities of any broker, dealer, bank, or other nominee who is a
nominating stockholder solely as a result of being the stockholder directed to prepare and submit the notice required by these By-Laws on behalf of a beneficial owner.
(iii) To be eligible to be nominated by a stockholder for election or re-election as a director, a nominee must timely deliver to the
Secretary his or her written consent to be named in a proxy statement and form of proxy as a nominee for election as a director and to serve as a director if elected and a written questionnaire with respect to his or her background and qualification
(which questionnaire shall be provided by the Secretary upon written request) which shall include a written representation and agreement that he or she is not a person described in Rule 506(d) of the Securities Act of 1933, is not and will not become
subject to any agreement, arrangement or understanding as to how he or she will act on any matter that has not been disclosed in a proxy statement, that could limit or interfere with his or her ability to comply with his or her fiduciary duties, with
respect to any direct or indirect compensatory, pecuniary, reimbursement, indemnification or risk mitigation arrangement in connection with service as a director that has not been disclosed in a proxy statement filed with the SEC, will comply with
all applicable publicly disclosed corporate governance, related party, conflict of interest, corporate opportunity, confidentiality, stock ownership and trading, and other compliance codes, policies and guidelines of the Corporation and will furnish
such other information as the Corporation may reasonably require to determine whether the nominee is eligible to serve as a director and would be independent under applicable SEC rules, stock exchange listing standards and the Corporation’s publicly
disclosed corporate governance guidelines.
(iv) The nominating stockholder must give written notice to the Secretary of any material change to the information notice previously
submitted under these By-Laws not later than three days after the occurrence thereof, and a failure to give such notice shall be grounds for declaring a nomination defective at the meeting.
(v) To be timely, the notice and consent described in these By-Laws must be received by the Secretary (1) in the case of an annual
meeting, not later than 90 days, nor earlier than 120 days, prior to the anniversary date of the immediately preceding annual meeting (or, if the annual meeting is called for a date that is not within 30 days before or 60 days after such anniversary
date, not later than the 10th day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs) and (2) in the case of a special meeting, not
later than the 10th day following the day on which notice of the date of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs.
(vi) A proxy card mailed by the nominating stockholder to stockholders relating to the election of directors shall be printed in a
color other than white, which is reserved for the Corporation's exclusive use.
(vii) The chairman of the meeting shall determine whether a nomination was made in accordance with these By-Laws, Rule 14a-19 and the
notice, consent and questionnaire provided hereunder and, if the chairman should so determine, he or she shall announce at the meeting such determination and declare that the defective nomination shall be disregarded.
(c) Number of Directors. The number of directors of the Corporation shall be fixed, from time to time, by resolution adopted by a majority of the total number of directors which the Corporation would have if
there were no vacancies, provided that such number may not be less than three. If the number of directors be increased by reason of any such resolution fixing the number of directors, the additional director or directors may, unless otherwise
required by law, be elected by a majority of the directors in office at the time of the increase, or by the stockholders at a special meeting of stockholders called for that purpose, or, if not so elected prior to the next annual meeting of
stockholders, they shall be elected by the stockholders at such annual meeting.
(d) Removal. Directors need not be stockholders of the Corporation. Any and all of the directors may be removed at any time without cause assigned, at any meeting called for that purpose, by the vote of the
holders of 75% of each class of the outstanding capital stock of the Corporation then outstanding and entitled to vote on such action. Vacancies caused by such removal may be filled at any annual meeting or at any special meeting called for that
purpose by a plurality of votes at such election.
(e) Vacancies. All vacancies in the Board of Directors not hereinabove provided for may be filled by a majority of the directors then in office.
SECTION 8. Meetings of
the Board of Directors shall be held at the times fixed by the Board or upon call of the president or a majority of the number of directors in office and may be held at any place within or without the State of New York. The Secretary or other
officer performing his duties shall give reasonable notice (which need not in any event exceed two days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election and notice need not be
given of regular meetings held at times fixed by resolution of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. A majority of the
whole Board shall constitute a quorum and the act of such a majority of the whole Board at any meeting shall be the act of the Board. Less than such quorum shall have power to adjourn any meeting from time to time without notice. Any one or more
members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each
other at the same time. Participation by such means shall constitute presence in person at a meeting.
SECTION 9. The Board of
Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in such resolution, shall have and
may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, including the power to authorize the seal of the Corporation to be affixed to all papers which may require it. Each such committee
shall make its own rules of procedure and shall keep regular minutes of its proceedings and report the same to the Board when required. The Board of Directors may, by resolution passed by a majority of the whole Board, appoint one of its members
chairman of the Board. Such chairman shall preside at all meetings of the Board of Directors.
SECTION 10.
(a) By a Resolution of the Board, directors
may receive a specified salary or retainer for their services as directors or as members of a committee of directors. In addition, a fixed fee and expenses of attendance may be allowed for attendance at each meeting of the Board of Directors or
at a meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as officer, agent or otherwise and receiving compensation therefore.
(b) No contract or other transaction between
the Corporation and any other corporation, and no act of the Corporation shall in any way be affected or invalidated by the fact that any of the directors of the Corporation are pecuniarily or otherwise interested in, or are directors, officers
or stockholders of, such other corporation; any director individually, or any firm or corporation of which such director may be a member, director, officer or stockholder or in which such director may have any other interest, may be a party to,
and may be pecuniarily or otherwise interested in, any contract or transaction of the Corporation, provided that the fact that he or such firm or corporation is so interested shall be disclosed or shall have been known to the Board of Directors
or a majority thereof; and any director of the Corporation who is also a director, officer or stockholder of such other corporation, or who is so interested, may be counted in determining the existence of a quorum at any meeting of the Board of
Directors of the Corporation which shall authorize such contract or transaction, and may vote thereat to authorize such contract or transaction, with like force and effect as if he were not such director or officer of such other corporation and
not so interested.
SECTION 11. The Board of
Directors, as soon as may be convenient after the election of directors in each year, shall appoint one of their number president, and shall also appoint a treasurer and a secretary and may, from time to time, appoint one or more vice-presidents
and such other officers as they may deem proper. The same person may be appointed to more than one office.
SECTION 12. The term of
office of all officers shall be until the next election of directors and until their respective successors are chosen and qualify, but any officer may be removed from office at any time by the Board of Directors. Vacancies in the offices shall be
filled by the Board of Directors.
SECTION 13.
(a) The president shall be the chief executive
officer of the Corporation, shall have general supervision of the affairs of the Corporation and shall report to and be responsible to the Board of Directors and the stockholders.
(b) The other officers of the Corporation
shall have such powers and duties, except as modified by the Board of Directors, as generally pertain to their offices respectively, as well as such powers and duties as from time to time shall be conferred by the Board of Directors.
SECTION 14.
(a) Except to the extent expressly prohibited
by the New York Business Corporation Law, the Corporation shall indemnify each person made or threatened to be made a party to, or called as a witness or asked to submit information in, any action or proceeding by reason of the fact that such
person or such person’s testator or intestate is or was a director or officer of the Corporation, or serves or served at the request of the Corporation any other corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred in connection with such action or proceeding, or any appeal therein, provided that no such
indemnification shall be made if a judgment or other final adjudication adverse to such person establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, and provided further that no such indemnification shall be required with respect to any
settlement or other nonadjudicated disposition of any threatened or pending action or proceeding unless the Corporation has given its prior consent to such settlement or other disposition. In this Section 14, reference to any action or
proceeding includes, without limitation, any pending or threatened action, proceeding, hearing or investigation, whether civil or criminal, whether judicial, administrative or legislative in nature, and whether or not in the nature of a direct or
a shareholders’ derivative action brought by or on behalf of the Corporation or any other corporation or enterprise which the director or officer of the Corporation serves or has served at the Corporation’s request.
(b) The Corporation shall advance or promptly
reimburse upon request any person entitled to indemnification hereunder for all expenses, including attorneys’ fees, reasonably incurred in defending any action or proceeding in advance of the final disposition thereof upon receipt of an
undertaking by or on behalf of such person to repay such amount if such person is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent the expenses so advanced or reimbursed exceed the amount
to which such person is entitled, provided, however, that such person shall cooperate in good faith with any request by the Corporation that common counsel be utilized by the parties to an action or proceeding who are similarly situated unless to
do so would be inappropriate due to actual or potential differing interests between or among such parties.
(c) The Corporation shall also promptly pay or
reimburse such person for all expenses, including fees and expenses of counsel, reasonably incurred by such person in successfully enforcing his or her rights pursuant to this Section 14.
(d) Noting herein shall limit or affect any
right of any person otherwise than hereunder to indemnification or expenses, including attorneys’ fees, under any statute, rule, regulation, certificate of incorporation, By-Law, insurance policy, contract or otherwise.
(e) Anything in these By-Laws to the contrary
notwithstanding, no elimination of this Section 14, and no amendment of this Section 14 adversely affecting the right of any person to indemnification or advancement of expenses hereunder shall be effective until the 60th day following notice to
such person of such action, and no elimination of or amendment to this Section 14 shall deprive any person of his or her rights hereunder arising out of alleged or actual events or acts occurring prior to such 60th day or actual or alleged
failures to act prior to such 60th day.
(f) The Corporation shall not, except by
elimination or amendment of this Section 14 in a manner consistent with the preceding paragraph, take any corporate action or enter into any agreement which prohibits, or otherwise limits the rights of any person to, indemnification in accordance
with the provisions of this Section 14. The indemnification of any person provided by this Section 14 shall continue after such person has ceased to be a director or officer of the Corporation and shall inure to the benefit of such person’s
heirs, executors, administrators and legal representatives.
(g) The Corporation is authorized to enter
into agreements with any of its directors or officers extending rights to indemnification and advancement of expenses to such person to the fullest extent permitted by applicable law, but the failure to enter into any such agreement shall not
affect or limit the rights of such person pursuant to this Section 14, it being expressly recognized hereby that all directors or officers of the Corporation, by serving as such after the adoption hereof, are acting in reliance hereon and that
the Corporation is estopped to contend otherwise.
(h) In case any provision in this Section 14
shall be determined at any time to be unenforceable in any respect, the other provisions shall not in any way be effected or impaired thereby, and the affected provision shall be given the fullest possible enforcement in the circumstances, it
being the intention of the Corporation to afford indemnification and advancement of expenses to its directors and officers, acting in such capacities or in the other capacities mentioned herein, to the fullest extent permitted by applicable law.
(i) For purposes of this Section 14, the
Corporation shall be deemed to have requested a person to serve an employee benefit plan where the performance by such person of his or her duties to the Corporation also impose duties on, or otherwise involves services by, such person to the
plan or participants or beneficiaries of the plan, and excise taxes assessed on a person with respect to an employee benefit plan pursuant to applicable law shall be considered indemnifiable expenses. For purposes of this Section 14, the term
“Corporation” shall include any legal successor to the Corporation, including any corporation which acquires all or substantially all of the assets of the Corporation in one or more transactions.
(j) A person who has been successful, on the
merits or otherwise, in the defense of a civil or criminal action or proceeding of the character described in the first paragraph of this Section 14 shall be entitled to indemnification as authorized in such paragraph. Except as provided in the
preceding sentence and unless ordered by a court, any indemnification under this Section 14 shall be made by the Corporation if, and only if, authorized in the specific case:
(i) By the Board of
Directors acting by quorum consisting of directors who are not parties to such action or proceeding upon a finding that the director or officer has met the standard of conduct set forth in the first paragraph of this Section 14, or,
(ii) If such a quorum is
not obtainable or, even if obtainable, a quorum of disinterested directors so directs:
(A) By the Board of
Directors upon the opinion in writing of independent legal counsel that indemnification is proper in the circumstances because the standard of conduct set forth in the first paragraph of this Section 14 has been met by such director or officer,
or
(B) By the shareholders
upon a finding that the director or officer has met the applicable standard of conduct set forth in such paragraph.
SECTION 15.
(a) These By-Laws may, at any time, be added
to, amended or repealed in whole or in part by the affirmative vote of a majority of the number of directors in office given at a duly convened meeting of the board, the notice of which includes notice of such proposed action. No such notice
need be given if all members of the Board of Directors are present at the meeting.
(b) All By-Laws, including any By-Laws made,
amended or repealed by the directors, shall be subject to amendment, repeal or re-enactment by the stockholders entitled to vote at any annual meeting, or any such meeting called for that purpose.
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