**EXHIBIT 3.1(iii)**

**SHILOH INDUSTRIES, INC.**

**AMENDED AND RESTATED BY-LAWS**

**ARTICLE I**

**MEETINGS OFSTOCKHOLDERS**

Section 1. Time and Place of Meetings. All meetings of the stockholders for the election of directors orfor any other purpose shall be held at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors, or by the Chairman of the Board, the President or the Secretary in the absence of a designation bythe Board of Directors, and stated in the notice of the meeting or in a duly executed waiver of notice thereof. 

Section 2. AnnualMeeting. An annual meeting of the stockholders, commencing with the year 1994, shall be held on the first Monday in March if not a legal holiday, and if a legal holiday, then on the next business day following, at 10:00 a.m., or at such otherdate and time as shall be designated from time to time by the Board of Directors, at which meeting the stockholders shall elect by a plurality vote the directors to succeed those whose terms expire and shall transact such other business as mayproperly be brought before the meeting. 

Section 3. Special Meetings. Special meetings of the stockholders, for any purpose orpurposes, unless otherwise prescribed by law or by Certificate of Incorporation of the Corporation, as amended from time to time (the “Certificate of Incorporation”), may be called only by the Chairman of the Board of Directors, thePresident, or the Secretary within ten (10) calendar days after receipt of the written request of a majority of the directors of the Corporation. Any such request by a majority of the directors of the Corporation must state the purpose orpurposes of the proposed meeting. 

Section 4. Notice of Meetings. Written notice of every meeting of the stockholders, statingthe place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting toeach stockholder entitled to vote at such meeting, except as otherwise provided herein or by law. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and timethereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, writtennotice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. 

Section 5. Quorum. Except as otherwise provided by law, the Certificate of Incorporation or in a Preferred Stock Designation, the holders ofa majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business. If, however, such quorum shall notbe present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement atthe meeting, until a quorum shall be present or represented. 

 

Section 6. Voting. Except as otherwise provided by law, the Certificate of Incorporation orin a Preferred Stock Designation, each stockholder shall be entitled at every meeting of the stockholders to one (1) vote for each share of stock having voting power standing in the name of such stockholder on the books of the Corporation onthe record date for the meeting and such votes may be cast either in person or by written proxy. Every proxy must be duly executed and filed with the Secretary of the Corporation. A stockholder may revoke any proxy which is not irrevocable byattending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. The vote upon any question brought before a meeting of thestockholders may be by voice vote, unless otherwise required by the Certificate of Incorporation or these By-laws or unless the chairman of the meeting or the holders of a majority of the outstanding shares of all classes of stock entitled to votethereon present in person or by proxy at such meeting shall so determine. Every vote taken by written ballot shall be counted by one (1) or more inspectors of election appointed by the Board of Directors. When a quorum is present at anymeeting, the affirmative vote of the holders of a majority of the stock which has voting power present in person or represented by proxy and which has actually voted shall decide any question properly brought before such meeting, unless the questionis one upon which by express provision of law, the Certificate of Incorporation, these By-laws or a Preferred Stock Designation, a different vote is required, in which case such express provision shall govern and control the decision of suchquestion. 

**ARTICLE II**

**DIRECTORS**

Section 1. Powers. The business and affairs of the Corporation shall be managed by or underthe direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by thestockholders. 

Section 2. Number and Term of Office. Subject to the rights, if any, of any series of Preferred Stock to electadditional directors under circumstances specified in a Preferred Stock Designation and to the minimum and maximum number of authorized directors provided in the Certificate of Incorporation, the authorized number of directors shall be fixed byresolution of the Board of Directors or by the stockholders at the annual meeting or a special meeting. The directors, other than those who may be elected by the holders of any series of the Preferred Stock, will be classified with respect to thetime for which they severally hold office in accordance with the Certificate of Incorporation. Any decrease in the authorized number of directors shall not be effective until the expiration of the term of the directors then in office, unless, at thetime of such decrease, there shall be vacancies on the Board which are being eliminated by such decrease. 

Section 3. Vacancies andNew Directorships. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect additional directors under the circumstances specified in a Preferred Stock Designation, vacancies and newly created directorshipsresulting from any increase in the authorized number of directors which occur between annual meetings of the stockholders may be filled by a majority of the remaining directors then in office, even though less than a quorum, or by a sole remainingdirector. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director’ssuccessor is elected and qualified. No decrease in the number of directors constituting the Board will shorten the term of an incumbent director. 

 

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Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held withoutnotice immediately after the annual meeting of the stockholders and at such other time and place as shall from time to time be determined by the Board of Directors 

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board or the President on not less than one (1) day’s written notice to each directorby whom such notice is not waived, given either personally or by telegram, telephone, telex, facsimile or similar medium of communication, or by mail, in which case notice must be five (5) days in advance, and shall be called by the Presidentor the Secretary in like manner and on like notice on the written request of any three (3) directors. 

Section 6. Quorum.At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is aquorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time to another place, time or date, without noticeother than announcement at the meeting, until a quorum shall be present. 

Section 7. Written Action. Any action required orpermitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filedwith the minutes or proceedings of the Board or Committee. 

Section 8. Participation in Meetings by Conference Telephone.Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any such committee, by means of conference telephone or similar communications equipment by means ofwhich all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. 

Section 9. Committees. The Board of Directors may, by resolution passed by a majority of the directors of the Corporation, designate one or more committees, each committee to consist of one (1) ormore of the directors of the Corporation and each to have such lawfully delegable powers and duties as the Board of Directors may confer. Each such committee shall serve at the pleasure of the Board of Directors. The Board may designate one(1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Except as otherwise provided by law, any such committee, to the extent provided in the resolution ofthe Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation, if any, to be affixed to allpapers which may require it. Any committee or committees so designated by the Board shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless otherwise prescribed by the Board ofDirectors, a majority of the members of the committee shall constitute a quorum for the transaction of business, and the act of a majority of the members present at a meeting at which there is a quorum shall be the act of such committee. Eachcommittee shall prescribe its own rules for calling and holding meetings and its method of procedure, subject to any rules prescribed by the Board of Directors, and shall keep a written record of all actions taken by it. 

Section 10. Compensation. The Board of Directors may establish such compensation for, and reimbursement of the expenses of, directors forattendance at meetings 

 

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of the Board of Directors or committees, or for other services by directors to the Corporation, as the Board of Directors may determine. 

Section 11. Rules. The Board of Directors may adopt such special rules and regulations for the conduct of their meetings and the managementof the affairs of the Corporation as they may deem proper, not inconsistent with law or these By-laws. 

**ARTICLE III**

**NOTICES**

Section 1.Generally. Whenever by law or under the provisions of the Certificate of Incorporation or these By-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may begiven in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall bedeposited in the United States mail. Notice to directors may also be given by telegram or telephone. 

Section 2. Waivers.Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these By-laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the timeof the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. 

**ARTICLE IV**

**OFFICERS**

Section 1. Generally. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chairman (who, unless the Board of Directors specifies otherwise, will also be theChief Executive Officer), a President, a Secretary and a Treasurer. The Board of Directors may also choose any or all of the following: and one or more Vice Presidents and one or more Assistant Secretaries and Assistant Treasurers. Any number ofoffices may be held by the same person. 

Section 2. Compensation. The compensation of all officers and agents of theCorporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of other officers and agents of the Corporation to an officer of the Corporation.

Section 3. Succession. The officers of the Corporation shall hold office until their successors are elected and qualified. Anyofficer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors. 

Section 4. Authority and Duties. Each of the officers of the Corporation shall have such authority and shall perform such duties as arecustomarily incident to their respective offices, or as may be specified from time to time by the Board of Directors in a resolution which is not inconsistent with these By-laws. 

 

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Section 5. Chairman. The Chairman shall preside at all meetings of the stockholders and ofthe Board of Directors and he shall have such other duties and responsibilities as may be assigned to him by the Board of Directors. The Chairman may delegate to any qualified person authority to chair any meeting of the stockholders, either on atemporary or a permanent basis. 

Section 6. President. The President shall be responsible for the active management anddirection of the business and affairs of the Corporation. In case of the inability or failure of the Chairman to perform the duties of that office, the President shall perform the duties of the Chairman, unless otherwise determined by the Board ofDirectors. 

Section 7. Execution of Documents and Action with Respect to Securities of Other Corporations. The President shallhave and is hereby given, full power and authority, except as otherwise required by law or directed by the Board of Directors, (a) to execute, on behalf of the Corporation, all duly authorized contracts, agreements, deeds, conveyances or otherobligations of the Corporation, applications, consents, proxies and other powers of attorney, and other documents and instruments, and (b) to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting ofstockholders (or with respect to any action of such stockholders) of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of itsownership of securities of such other corporation. In addition, the President may delegate to other officers, employees and agents of the Corporation the power and authority to take any action which the President is authorized to take under thisSection 7, with such limitations as the President may specify; such authority so delegated by the President shall not be re-delegated by the person to whom such execution authority has been delegated. 

Section 8. Vice-President. Each Vice President, however titled, shall perform such duties and services and shall have such authority andresponsibilities as shall be assigned to or required from time to time by the Board of Directors or the President. 

Section 9.Secretary and Assistant Secretaries. (a) The Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors and record all proceedings of the meetings of the stockholders and of the Board of Directorsand shall perform like duties for the standing committees when requested by the Board of Directors or the President. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors.The Secretary shall perform such duties as may be prescribed by the Board of Directors or the President. The Secretary shall have charge of the seal of the Corporation and authority to affix the seal to any instrument. The Secretary or any AssistantSecretary may attest to the corporate seal by handwritten or facsimile signature. The Secretary shall keep and account for all books, documents, papers and records of the Corporation except those for which some other officer or agent has beendesigned or is otherwise properly accountable. The Secretary shall have authority to sign stock certificates. 

(b) Assistant Secretaries,in the order of their seniority, shall assist the Secretary and, if the Secretary is unavailable or fails to act, perform the duties and exercise the authorities of the Secretary. 

Section 10. Treasurer and Assistant Treasurers. (a) The Treasurer shall have the custody of the funds and securities belonging to theCorporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Treasurer with the prior approval of the Board of Directors or the 

 

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President. The Treasurer shall disburse the funds and pledge the credit of the Corporation as may be directed by the Board of Directors and shall render tothe Board of Directors and the President, as and when required by them, or any of them, an account of all transactions by the Treasurer. 

(b) Assistant Treasurers, in the order of their seniority, shall assist the Treasurer and, if the Treasurer is unable or fails to act, perform the duties and exercise the powers of the Treasurer. 

**ARTICLE V**

**STOCK**

Section 1. Certificates. The shares of the Corporation’s stock may be certificated or uncertificated, as providedunder Delaware law and shall be entered into the records of the Corporation as the shares are issued. Certificates shall be numbered and their issuance and the issuance of uncertificated shares shall be recorded in the books of the Corporation.Certificates shall exhibit the holder’s name and the number of shares and shall be signed by, or in the name of the Corporation by the Chairman of the Board or the President or any Vice President and by the Secretary or an Assistant Secretaryor the Treasurer or an Assistant Treasurer of the Corporation. The Secretary or any Assistant Secretary of the Corporation shall attest to the corporate seal in such certificates. Any or all of the signatures and the seal of the Corporation, if any,upon such certificates may be facsimiles, engraved or printed. 

Section 2. Transfer. Upon surrender to the Corporation or thetransfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue, or to cause its transfer agent toissue, a new certificate or uncertificated shares to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Upon the receipt of proper transfer instructions from the registered owner of uncertificatedshares, such uncertificated shares shall be cancelled, issuance of new equivalent uncertificated shares or certificated shares shall be made to the shareholder entitled thereto and the transaction shall be recorded upon the records of theCorporation. 

Section 3. Lost, Stole or Destroyed Certificates. The Secretary may direct a new certificate or certificatestheretofore issued by the Corporation or uncertificated shares in place of any certificate or certificates theretofore issued, alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact, satisfactory to theSecretary, by the person claiming the certificate of stock to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates or uncertificated shares in place of any certificate theretofore issued, theSecretary may require the owner of such lost, stolen or destroyed certificate or certificates to give the Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be madeagainst the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of the new certificate or uncertificated shares. 

**ARTICLE VI**

**GENERAL PROVISIONS**

Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by the Board of Directors. 

 

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Section 2. Corporate Seal. The Board of Directors may adopt a corporate seal and use the sameby causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 

Section 3. Reliance upon Books,Reports and Records. Each director, each member of a committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the recordsof the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters thedirector, committee member or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation. 

Section 4. Time Periods. In applying any provision of these By-laws which requires that an act be done or not be done a specified number ofdays prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included. 

Section 5. Dividends. The Board of Directors may from time to time declare and the Corporation may pay dividends upon its outstanding sharesof capital stock, in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation. 

Section 6.Certain Defined Terms. Terms used herein with initial capital letters that are not otherwise defined in these By-laws are used herein as defined in the Certificate of Incorporation. 

**ARTICLE VII**

**AMENDMENTS**

Section 1. Amendments. These By-laws may be altered, amended or repealed, or new by-laws may be adopted, by the stockholders or by the Boardof Directors. 

 

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