Attached files
| file | filename |
|---|---|
| 8-K - STURM RUGER & CO INC | e606890_8k-ruger.htm |
| EX-99.1 - STURM RUGER & CO INC | e606890_ex99-1.htm |
| EX-99.4 - STURM RUGER & CO INC | e606890_ex99-4.htm |
| EX-99.2 - STURM RUGER & CO INC | e606890_ex99-2.htm |
| EX-99.3 - STURM RUGER & CO INC | e606890_ex99-3.htm |
EXHIBIT
3.1
April 28, 2010
AMENDMENT OF
BY-LAWS
WHEREAS, pursuant to Article 9
of the By-Laws of Sturm, Ruger & Company, Inc. (the "Corporation") and §
141(d) of the Delaware General Corporation Law, the Board of Directors desires
to amend the By-laws of the Corporation to create the position of Vice-Chairman
of the Board of Directors;
NOW, THEREFORE, BE IT
RESOLVED, that Section 5 of Article 4 of the By-laws is hereby deleted in
its entirety and replaced with the following:
“ Section
5. Chairman of
the Board, Vice- Chairman, President and Chief Executive
Officer
The
Chairman of the Board shall be an independent, non-management Director, shall
preside at all meetings of the shareholders and Directors, including the
executive sessions of non-management Directors, and shall have such other powers
and perform such other duties as may be prescribed from time to time by the
Board. An independent, non-management Director shall be elected as
Vice-Chairman of the Board by the non-management Directors, and shall preside at
meetings of the shareholders and Directors in the absence or disability of the
Chairman of the Board and shall have such other duties as may be prescribed from
time to time by the Board.
The
President shall be the chief executive officer of the Corporation, unless a
separate Chief Executive Officer has been so designated by the
Board The Chief Executive Officer shall have general supervision and
direction of the business of the Corporation, including supervision of the other
officers of the Corporation, shall have all the general powers and duties
usually vested in the chief executive officer of a corporation, shall see that
all orders and resolutions of the Board are carried into effect and shall have
such other powers and perform such other duties as may be prescribed from time
to time by the Board. If a separate Chief Executive Officer is
designated by the Board, the President shall have such powers and duties as may
be prescribed from time to time by the Board .”
AND BE
IT FURTHER RESOLVED, that the Board of
Directors authorizes, empowers and directs the officers of the Corporation, and
each of them individually, in the name of and on behalf of the Corporation, to
do and perform all such further acts and things, to execute all such further
certificates, agreements, instruments, drafts, receipts or other papers and to
make all disbursements, payments or filings as he or she may in his or her sole
and absolute discretion deem necessary or appropriate to carry out, comply with
and effectuate the purposes and intent of the foregoing resolutions and the
transactions contemplated thereby and that the authority of each such officer to
execute and deliver such documents and instruments or to take such actions shall
be conclusively evidenced by the execution and delivery thereof or the taking
thereof.
* * * *