**Exhibit 3.2**

 

**BYLAWS**

 

**OF SAFETY PRODUCTS HOLDINGS, INC.**

 

**ARTICLE I.**

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**STOCKHOLDERS**

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A.            Meetings.

 

1.          Place.Meetings of the stockholders shall be held at such place as may be designatedby the board of directors.

 

2.          AnnualMeeting. An annual meeting of the stockholders for the election ofdirectors and for other business shall be held on such date and at such time asmay be fixed by the board of directors.

 

3.          SpecialMeetings. Special meetings of the stockholders may be called at any time bythe president, or the board of directors, or the holders of a majority of theoutstanding shares of stock of the Company entitled to vote at the meeting.

 

4.          Quorum.The presence, in person or by proxy, of the holders of a majority of timeoutstanding shares of stock of the Company entitled to vote on a particularmatter shall constitute a quorum for the purpose of considering such matter.

 

5.          VotingRights. Except as otherwise provided herein, in the certificate ofincorporation or by law, every stockholder shall have the right at everymeeting of stockholders to one vote for every share standing in the name ofsuch stockholder on the books of the Company which is entitled to vote at suchmeeting. Every stockholder may vote either in person or by proxy.

 

6.          WrittenConsent. Any action permitted to be taken at an annual or special meetingof stockholders may be taken by written consent in lieu of a meeting if andonly if every stockholder entitled to vote on such matter consents in writingto the taking of such action.

 

**ARTICLE II.**

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**DIRECTORS**

 

A.            Numberand Term. The board of directors shall have authority to (i) determine thenumber of directors to constitute the board and (ii) fix the terms of office ofthe directors.

 

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B.            Meetings.

 

1.          Place.Meetings of the board of directors shall be held at such place as may bedesignated by the board or in the notice of the meeting.

 

2.          RegularMeetings. Regular meetings of the board of directors shall be held at suchtimes as the board may designate. Notice of regular meetings need not be given.

 

3.          SpecialMeetings. Special meetings of the board may be called by direction of thepresident or any two members of the board on three days’ notice to eachdirector, either personally or by mail, telegram or facsimile transmission.

 

4.          Quorum.A majority of all the directors in office shall constitute a quorum for thetransaction of business at any meeting.

 

5.          Voting.Except as otherwise provided herein, in the certificate of incorporation or bylaw, the vote of a majority of the directors present at any meeting at which aquorum is present shall constitute the act of the board of directors.

 

6.          Committees.The board of directors may, by resolution adopted by a majority of the wholeboard, designate one or more committees, each committee to consist of one ormore directors and such alternate members (also directors) as may be designatedby the board. Unless otherwise provided herein, in the absence ordisqualification of any member of a committee, the member or members thereofpresent at any meeting and not disqualified from voting, whether or not suchmember or members constitute a quorum, may unanimously appoint another directorto act at the meeting in the place of any such absent or disqualified member.Except as otherwise provided herein, in the certificate of incorporation or bylaw, any such committee shall have and may exercise the powers of the fullboard of directors to the extent provided in the resolution of the boarddirecting the committee.

 

7.          WrittenConsent. Any action permitted to be taken at a regular or special meetingof the board may be taken by written consent in lieu of a meeting if and onlyif every director entitled to vote on such matter consents in writing to thetaking of such action.

 

**ARTICLE III.**

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**OFFICERS**

 

A.           Election.At its first meeting after each annual meeting of the stockholders, the boardof directors shall elect a president, a secretary, and such other officers asit deems advisable.

 

B.           Authority,Duties and Compensation. The officers shall have such authority, performsuch duties and serve for such compensation as may be determined by resolutionof the board of directors. Except as otherwise provided by board resolution,(i) the president shall be the chief executive officer of the Company, shallhave general supervision over the business and operations of the Company, mayperform any act and execute any instrument for the conduct of

 

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such businessand operations and shall preside at all meetings of the board and stockholders,(ii) the other officers shall have the duties customarily related to theirrespective offices, and (iii) any vice president, or vice presidents in theorder determined by the board, shall in the absence of the president have theauthority and perform the duties of the president.

 

**ARTICLE IV.**

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**INDEMNIFICATION**

 

A.          Rightto Indemnification.  The Companyshall indemnify any person who was or is party or is threatened to be made aparty to any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative (a “proceeding”), byreason of the fact that suchperson is or was a director or officer of the Company or a constituentcorporation absorbed in a consolidation or merger, or is or was serving at therequest of the Company or a constituent corporation absorbed in a consolidationor merger, as a director or officer of another corporation, partnership, jointventure, trust or other enterprise, or is or was a director or officer of theCompany serving at its request as an administrator, trustee or other fiduciaryof one or more of the employee benefit plans of the Company or otherenterprise, against expenses (including attorneys’ fees), liability and lossactually and reasonably incurred or suffered by such person in connection withsuch proceeding, whether or not the indemnified liability arises or arose fromany threatened, pending or completed proceeding by or in the right of theCompany, except to the extent that such indemnification is prohibited byapplicable law.

 

B.           Advanceof Expenses. Expenses incurred by a director or officer of the Company indefending a proceeding shall be paid by the Company in advance of the finaldisposition of such proceeding subject to the provisions of any applicablestatute.

 

C.           Procedurefor Determining Permissibility. To determine whether any indemnification oradvance of expenses under this Article IV is permissible, the board ofdirectors by a majority vote of a quorum consisting of directors not parties tosuch proceeding may, and on request of any person seeking indemnification oradvance of expenses shall be required to, determine in each case whether theapplicable standards in any applicable statute have been met, or suchdetermination shall be made by independent legal counsel if such quorum is notobtainable, or, even if obtainable, a majority vote of a quorum ofdisinterested directors so directs, provided that, if there has been a changein control of the Company between the time of the action or failure to actgiving rise to the claim for indemnification or advance of expenses and thetime such claim is made, at the option of the person seeking indemnification oradvance of expenses, the permissibility of indemnification or advance ofexpenses shall be determined by independent legal counsel. The reasonableexpenses of any director or officer in prosecuting a successful claim forindemnification, and the fees and expenses of any special legal counsel engagedto determine permissibility of indemnification or advance of expenses, shall beborne by the Company.

 

D.           ContractualObligation. The obligations of the Company to indemnify a director orofficer under this Article IV, including the duty to advance expenses, shall beconsidered a

 

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contractbetween the Company and such director or officer, and no modification or repealof any provision of this Article IV shall affect, to the detriment of thedirector or officer, such obligations of the Company in connection with a claimbased on any act or failure to act occurring before such modification orrepeal.

 

E.           IndemnificationNot Exclusive; Inuring of Benefit. The indemnification and advance ofexpenses provided by this Article IV shall not be deemed exclusive of any otherright to which one indemnified may be entitled under any statute, provision ofthe Certificate of Incorporation, these bylaws, agreement, vote of stockholdersor disinterested directors or otherwise, both as to action in such person’sofficial capacity and as to action in another capacity while holding suchoffice, and shall inure to the benefit of the heirs, executors andadministrators of any such person.

 

F.           Insuranceand Other Indemnification. The board of directors shall have the power to(i) authorize the Company to purchase and maintain, at the Company’s expense,insurance on behalf of the Company and on behalf of others to the extent thatpower to do so has not been prohibited by statute, (ii) create any fund of anynature, whether or not under the control of a trustee, or otherwise secure anyof its indemnification obligations, and (iii) give other indemnification to theextent permitted by statute.

 

**ARTICLE V.**

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**TRANSFER OF SHARE CERTIFICATES**

 

Transfers of share certificates and the shares represented therebyshall be made on the books of the Company only by the registered holder or byduly authorized attorney. Transfers shall be made only on surrender of theshare certificate or certificates.

 

**ARTICLE VI.**

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**AMENDMENTS**

 

These bylaws may be amended or repealed at any regular or specialmeeting of the board of directors by vote of a majority of all directors inoffice or at any annual or special meeting of stockholders by vote of holdersof a majority of the outstanding stock entitled to vote. Notice of any suchannual or special meeting of stockholders shall set forth the proposed changeor a summary thereof.

 

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