EX-3.25 27 y92210a1exv3w25.txt AMENDED AND RESTATED BYLAWS Exhibit 3.25 AMENDMENT TO NEENAH TRANSPORT, INC. BYLAWS Section 1, Sentence 1 relating to the number of the board of directors of Neenah Transport, Inc. is hereby amended to read as follows: "The number of directors of the corporation shall be no less than two (2) and no more than seven (7)." This amendment shall became effective on the Effective Date of the Prepackaged Joint Plan of Reorganization of ACP Holding Company, NFC Castings, Inc., Neenah Foundry Company and certain of its subsidiaries, without further action by the board of directors or shareholders of Neenah Transport, Inc., pursuant to the Bankruptcy Court Confirmation Order dated September 25, 2003. NEENAH TRANSPORT, INC. CERTIFICATE OF SECRETARY I, Gary W. LaChey, do hereby certify as follows: 1. I am the duly elected, qualified and acting Secretary of Neenah Transport, Inc., a Wisconsin corporation (the "Company"). 2. Attached hereto is a true, complete and correct copy of the Bylaws of the Company, as in full force and effect on the date hereof. IN WITNESS WHEREOF, I have executed this Certificate in my official capacity this 30th day of April, 1997. /s/ Gary W. LaChey --------------------------- Gary W. LaChey, Secretary BYLAWS OF NEENAH TRANSPORT, INC. As Amended and Restated June 13, 1989 1. The number of directors of this corporation shall be three (3). A director who is or was employed by the corporation (or an affiliated corporation) shall be eligible for reelection as a director of the corporation only so long as he or she is actively so employed. 2. The date of the annual meeting of shareholders shall be not earlier than the second Tuesday in April nor later than the third Tuesday in June, as determined each year by the President, and the time and place of meeting shall be such as shall be fixed by the Secretary and specified in the notice or waiver of notice of such meeting. 3. Regular or special directors' meetings may be held upon 48 hours' written notice given in person or by telegraphing or depositing the same in the mail, addressed to each director at his or her address as set forth in the records of the corporation. 4. Notice of any meeting of shareholders or directors may be waived, and actions by shareholders or directors may be taken by unanimous written consent without a meeting, as provided by Sections 180.89 and 180.91 of the Wisconsin Business Corporation Law, or any successor provisions thereto. 5. The duties of the respective officers shall be such as usually pertain to their offices and such other duties as may be prescribed by the Board of Directors. The Board of Directors may delegate the duties of any officer to any other officer or to any assistant officer or other person designated by it for that purpose. 6. The fiscal year of the corporation shall begin on the first day of April and end on the last day of March in each year. 7. These bylaws may be amended by the Board of Directors or by the shareholders.