Exhibit 3.2
AMENDED AND RESTATED BYLAWS
OF
JOHN H. HARLAND COMPANY
AS AMENDED THROUGH DECEMBER 19, 2002
ARTICLE I
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held at such place, either within or
without the State of Georgia, on such date, and at such time, as the Board of
Directors may by resolution provide, or if the Board of Directors fail to
provide, then such meeting shall be held at the principal office of the Company
in Atlanta, Georgia at 10:00 a.m., on the fourth Friday of April of each year,
if not a legal holiday under the laws of the State of Georgia, and if a legal
holiday, on the next succeeding business day.
Section 2. Special Meetings. Special meetings of the shareholders may be called
by the Board of Directors, by the Chairman of the Board of Directors, by the
President, or by the Company upon the written request (which request shall set
forth the purpose or purposes of the meeting) of the shareholders of record (see
Section 6(b) of Article I of these Bylaws) of outstanding shares representing
more than 50% of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting. In the event such meeting is called
by the Board of Directors, such meeting may be held at such place, either within
or without the State of Georgia, as is stated in the call and notice thereof. If
such meeting is called at the request of shareholders as provided in this
Section 2, then such meeting shall be held in Atlanta, Georgia.
Section 3. Notice of Meetings. A written or printed notice stating the place,
day and hour of the meeting, and in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered or mailed by the
Secretary of the Company to each holder of record of stock of the Company at the
time entitled to vote, at his address as it appears upon the records of the
Company, not less than 10 nor more than 60 days prior to such meeting. If the
Secretary fails to give such notice within 20 days after the call of a meeting,
the person calling or requesting such meeting, or any person designated by them,
may give such notice within 20 days after the call of a meeting, the person
calling or requesting such meeting, or any person designated by them, may give
such notice. Notice of such meeting may be waived in writing by any shareholder.
Attendance at any meeting, in person or by proxy, shall constitute a waiver of
notice of such meeting. Notice of any adjourned meeting of the shareholders
shall not be required if the time and place to which the meeting is adjourned
are announced at the meeting at which the adjournment is taken, unless the Board
of Directors sets a new record date for such meeting in which case notice shall
be given in the manner provided in this Section 3.
Section 4. Quorum and Shareholder Vote. A quorum for action on any subject
matter at any annual or special meeting of shareholders shall exist when the
holders of shares entitled to vote a majority of the votes entitled to be cast
on such subject matter are represented in person or by proxy at such meeting. If
a quorum is present, the affirmative vote of such number of shares as is
required by the Georgia Business Corporation Code (as in effect at the time the
vote is taken), for approval of the subject matter being voted upon, shall be
the act of the shareholders, unless a greater vote is required by the Articles
of Incorporation or these Bylaws. If a quorum is not present, a meeting of
shareholders may be adjourned from time to time by the vote of shares having a
majority of the votes of the shares represented at such meeting, until a quorum
is present. When a quorum is present at the reconvening of any adjourned
meeting, and if the requirements of Section 3 of this Article I have been
observed, then any business may be transacted at such reconvened meeting in the
same manner and to the same extent as it might have been transacted at the
meeting as originally noticed.
Section 5. Proxies. A shareholder may vote either in person or by proxy duly
executed in writing by the shareholder. Unless written notice to the contrary is
delivered to the Company by the shareholder, a proxy for any meeting shall be
valid for any reconvention of any adjourned meeting.
Section 6. Fixing Record Date.
(a) Except provided in paragraph (b) of this Section 6, for the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors shall have the power to fix a date, not
more than 70 days prior to the date on which the particular action requiring a
determination of shareholders is to be taken, as the record date for any such
determination of shareholders. A record date for the determination of
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof shall not be set less than 10 days prior to such
meeting; provided that the record date for the determination of shareholders
entitled to notice of or to vote at any special meeting of shareholders called
by the Company at the request of holders of shares pursuant to Section 2 of
Article I hereof or any adjournment thereof shall be 20 days after the
"Determination Date" (as defined in paragraph (b) of this Section 6), and
provided further that such record date shall be 70 days prior to such special
meeting. In any case where a record date is set, under any provision of this
Section 6, only shareholders of record on the said date shall be entitled to
participate in the action for which the determination of shareholders of record
is made, whether the action is payment of a dividend, allotment of any rights or
any change or conversion or exchange of capital stock or other such action, and,
if the record date is set for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, only such shareholders of
record shall be entitled to such notice or vote, notwithstanding any transfer of
any shares on the books of the Company after such record date.
(b) (i) In order that the Company may determine the shareholders entitled to
request a special meeting of the shareholders or a special meeting in lieu of
the annual meeting of the shareholders pursuant to Section 2 of Article I
hereof, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which date shall not be more than 10 days after
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. Any shareholder of record seeking to have the shareholders
request such a special meeting shall, by written notice to the Secretary,
request the Board of Directors to fix a record date. The Board of Directors
shall, within 10 business days after the date on which such a request is
received adopt a resolution fixing the record date. If no record date has been
fixed by the Board of Directors within 10 business days after the date on which
such a request is received, the record date for determining shareholders
entitled to request such a special meeting shall be the first day on which a
signed written request setting forth the request to fix a record date is
delivered to the Company by delivery to its principal place of business, or any
officer or agent of the Company having custody of the books in which proceedings
of meetings of shareholders are recorded.
(ii) Every written request for a special meeting shall bear the date of
signature of each shareholder who signs the request and no such request shall be
effective to request such a meeting unless, within 70 days after the record date
established in accordance with paragraph (b) (i) of this Section, written
requests signed by a sufficient number of record holders as of such record date
to request a special meeting in accordance with Section 2 of Article I hereof
are delivered to the Company in the manner prescribed in paragraph (b) (i) of
this Section.
(iii) In the event of the delivery, in the manner provided by this Section,
to the Company of the requisite written request or requests for a special
meeting and/or any related revocation or revocations, the Company shall engage
nationally recognized independent inspectors of elections for the purpose of
promptly performing a ministerial review of the validity of the requests and
revocations. For the purpose of permitting a prompt ministerial review by the
independent inspectors, no request by shareholders for a special meeting shall
be effective until the earlier of (i) five business days following delivery to
the Company of requests signed by the holders of record (on the record date
established in paragraph (b) (i) of this Section) of the requisite minimum
number of shares that would be necessary to request such a meeting under Section
2 of Article I hereof, or (ii) such date as the independent inspectors certify
to the Company that the requests delivered to the Company in accordance with
this Article represent at least the minimum number of shares that would be
necessary to request such meeting (the earlier of such dates being herein
referred to as the "Determination Date"). Nothing contained in this paragraph
shall in any way be construed to suggest or imply that the Board of Directors or
any shareholder shall not be entitled to contest the validity of any request or
revocation thereof, whether during or after such five business day period, or to
take any other action (including, without limitation, the commencement,
prosecution or defense of any litigation with respect thereto).
(iv) Unless the independent inspectors shall deliver, on or before the
Determination Date, a certified report to the Company stating that the valid
requests for a special meeting submitted pursuant to paragraph (iii) above
represent less than the requisite minimum number of shares that would be
necessary to request a special meeting under Section 2 of Article I hereof, the
Board of Directors shall, within five business days after the Determination
Date, adopt a resolution calling a special meeting of the shareholders and
fixing a record date for such meeting, in accordance with Section 6(a) of
Article I of these Bylaws.
Section 7. Notice of Shareholder Business. At an annual meeting of the
shareholders, only such business shall be conducted as shall have been brought
before the meeting (a) by or at the direction of the Board of Directors or (b)
by any shareholder of the Company who complies with the notice procedures set
forth in this Section 7 and only to the extent that such business is appropriate
for shareholder action under the provisions of the Georgia Business Corporation
Code. For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Company. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company, not less than 60 days prior to the meeting; provided, however, that in
the event that less than 40 days' notice or prior public disclosure of the date
of the meeting is given or made to shareholders, notice by the shareholder to be
timely must be received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual meeting was
mailed or such public disclosure was made. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (a) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (b) the name and address, as they appear on the Company's
books, of the shareholder proposing such business, (c) the class and number of
shares of the Company which are beneficially owned by the shareholder and (d)
any material interest of the shareholder in such business. Notwithstanding
anything in the Bylaws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 7. At an annual meeting, the Chairman shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this Section 7, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.
Section 8. Notice of Shareholder Nominees. Except for Directors who are elected
by Directors pursuant to the provisions of Section 2 of Article II of these
Bylaws, only persons who are nominated in accordance with the procedures set
forth in this Section 8 shall be eligible for election as Directors. Nominations
of persons for election to the Board of Directors of the Company may be made at
a meeting of shareholders (a) by or at the direction of the Board of Directors
or (b) by any shareholder of the Company entitled to vote for the election of
Directors at the meeting who complies with the notice procedures set forth in
this Section 8. Such nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Company. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 60 days prior to the meeting; provided, however, that in
the event that less than 40 days' notice or prior public disclosure of the date
of the meeting is given or made to shareholders, notice by the shareholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholder's notice shall set forth (a)
as to each person whom the shareholder proposes to nominate for election or
reelection as a Director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of Directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended; and (b) as to the shareholder
giving the notice (i) the name and address, as they appear on the Company's
books, of such shareholder and (ii) the class and number of shares of the
Company which are beneficially owned by such shareholder. No person shall be
eligible for election as a Director of the Company unless nominated in
accordance with the procedures set forth in the Bylaws. The Chairman shall, if
the facts warrant, determine and declare to the meeting that a nomination was
not made in accordance with the procedures prescribed by the Bylaws, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
ARTICLE II
DIRECTORS
Section 1. Powers of Directors. The Board of Directors shall have the management
of the business of the Company and, subject to any restrictions imposed by law,
by the Articles of Incorporation, or by these bylaws, may exercise all the
powers of the Company.
Section 2. Number and Term of Directors. The number of Directors that shall
constitute the full Board shall be determined from time to time exclusively by
the Board by a vote of not less than 75% of the Directors then in office. No
decrease in the number of Directors shall shorten the term of an incumbent
Director. Directors shall be elected in the manner and for the terms set out
below:
Directors shall be divided into three classes, to be known as
Class A, Class B, and Class C. Each Class shall, insofar as possible, be
composed of an equal number of Directors.
The shareholders shall first elect Class A Directors to serve
until the first annual meeting of shareholders next following.
The shareholders shall first elect Class B Directors to serve
until the second annual meeting next following.
The shareholders shall first elect Class C Directors to serve
until the third annual meeting next following.
At each annual meeting after the first election of classified
Directors, the successors of the class of Directors whose terms shall expire in
that year shall be elected to hold office for the term of three (3) years, so
that the term of office of one class of Directors shall expire in each year.
The shareholders may elect less than the full number of
Directors, and any vacancy occurring in the Board of Directors by reason of an
increase in the number of Directors may be filled by the Board of Directors, but
only for a term of office continuing until the next election of Directors by the
shareholders and until the election and qualification of the successor. Any
vacancy occurring in the Board of Directors by reason of death, retirement,
resignation or removal may be filled by the Board of Directors, and the Director
elected to fill such vacancy shall be elected for the unexpired term of his
predecessor in office. Any Director elected by the Board of Directors to fill a
vacancy occurring on the Board shall be elected by the affirmative vote of a
majority of the remaining Directors.
Section 3. Meetings of the Directors. The Board of Directors shall meet each
year at such time and place as the Board may provide, and the Board may by
resolution provide for the time and place of other regular meetings. Special
meetings of the Directors may be called by the Chairman of the Board or by the
President or by any two of the Directors.
Section 4. Notice of Meetings. Notice of each meeting of the Directors shall be
given by the Secretary by mail or by telephone, facsimile or in person at least
two days before the meeting, to each Director, except that no notice need be
given of regular meetings fixed by the resolution of the Board. Any Director may
waive notice, either before or after the meeting, and shall be deemed to have
waived notice if he or she is present at the meeting.
Section 5. Action of Directors Without a Meeting. Any action required by law to
be taken at a meeting of, the Board of Directors, or any action which may be
taken at a meeting of the Board of Directors, or of any committee thereof, may
be taken without a meeting if written consent, setting forth the action so
taken, shall be signed by all the Directors, or all the members of the
committee, as the case may be, and be filed with the minutes of the proceedings
of the Board or the committee. Such consent shall have the same force and effect
as a unanimous vote of the Board or the committee, as the case may be.
Section 6. Committees. The Board of Directors may, in its discretion, appoint
committees, each consisting of one or more Directors, which shall have and may
exercise such delegated powers as shall be conferred on or authorized by the
resolutions appointing them, except that no such committee may: (1) approve or
propose to shareholders action that the Georgia Business Corporation Code
requires to be approved by shareholders, (2) fill vacancies on the Board of
Directors or any of its committees, (3) amend the Articles of Incorporation of
the Corporation pursuant to Section 14-2-1002 of the Georgia Business
Corporation Code, (4) adopt, amend or repeal these Bylaws, (5) approve a plan of
merger not requiring shareholder approval or (6) appoint another committee of
the Board. A majority of any such committee may determine its action, fix the
time and place of its meetings, and determine its rules of procedure. Each
committee shall keep minutes of its proceedings and actions and shall report
regularly to the Board of Directors. The Board of Directors shall have power at
any time to fill vacancies in, change the membership of, or discharge any such
committee.
Section 7. Compensation. An annual retainer, as well as a fee and reimbursement
for expenses for attendance at meetings of, or service on, the Board of
Directors or any committee thereof, may be fixed by resolution of the Board of
Directors.
Section 8. Removal. Any or all Directors may be removed from office at any time
with or without cause, but only by the same affirmative shareholder vote
required to amend this Section 8 as provided in Article IX of the Articles of
Incorporation.
Section 9. Telephone Conference Meetings. Members of the Board of Directors or
any committee of the Board may participate in a meeting of the Board or
committee by means of telephone conference or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 9 shall constitute
presence in person at such meeting.
ARTICLE III
OFFICERS
Section 1. Officers. The officers of the Company shall consist of a Chairman of
the Board of Directors, a President, one or more Vice-Presidents, a Secretary
and a Treasurer, and such other officers or assistant officers as may be elected
by the Board of Directors. Any two offices may be held by the same person. The
Board may designate a Vice-President as an Executive or Senior Vice-President,
and may designate the order in which the other Vice-Presidents may act.
Section 2. Chairman of the Board. The Chairman of the Board shall be a member of
the Board of Directors. He shall preside at all meetings of shareholders and
directors. In the absence or disability of the President, the Chairman shall
perform the duties of the President.
Section 3. President. Unless otherwise provided by the Board of Directors, the
President shall be the chief executive officer of the Company, subject to the
direction of the Board of Directors. He shall have such further powers and
duties as from time to time may be conferred on him by the Board of Directors.
In the absence of the Chairman of the Board the President shall preside at all
meetings of the shareholders and the Board of Directors.
Section 4. Vice-President. The Vice-President shall act in the case of the
absence or disability of the Chairman of the Board and the President. If there
is more than one Vice-President, such Vice-Presidents shall act in the order of
precedence, as set out by the Board of Directors.
Section 5. Treasurer. The Treasurer shall be responsible for the maintenance of
proper financial books and records of the Company.
Section 6. Secretary. The Secretary shall keep the minutes of the meetings of
the shareholders and the Directors and shall have custody of and attest the
seal of the Company.
Section 7. Other Duties and Authorities. Each officer, employee and agent shall
have such other duties and authorities as may be conferred on them by the Board
of Directors.
Section 8. Removal. Any officer may be removed at any time by the Board of
Directors. A contract of employment for a definite term shall not prevent the
removal of any officer, but this provision shall not prevent the making of a
contract of employment with any officer and shall have no effect upon any cause
of action which any officer may have as a result of removal in breach of a
contract of employment.
ARTICLE IV
DEPOSITORIES. SIGNATURE AND SEAL
Section 1. Depositories. All funds of the Company shall be deposited in the name
of the Company in such depository or depositories as the Board may designate and
shall be drawn out on checks, drafts or other orders signed by such officer,
officers, agent or agents as the Board may from time to time authorize.
Section 2. Contracts. All contracts and other instruments shall be signed on
behalf of the Company by the President or by such other officer, officers, agent
or agents, as the President from time to time may provide by delegation of
authority.
Section 3. Seal. The corporate seal of the Company shall read as follows:
"John H. Harland Company, Atlanta, Georgia, Corporate Seal 1923." The seal
may be manually affixed to any document or may be lithographed or otherwise
printed on any document with the same force and effect as if it had been affixed
manually. The signature of the Secretary or Assistant Secretary shall attest
the seal and may be a facsimile if and to the extent permitted by law.
ARTICLE V
STOCK TRANSFERS
Section 1. Form and Execution of Certificates. The certificates of shares of
capital stock of the Company shall be in such form as may be approved by the
Board of Directors and shall be signed by the Chairman of the Board, the
President or a Vice-President and by the Secretary or any Assistant Secretary or
the Treasurer or any Assistant Treasurer, provided that any such certificate may
be signed by the facsimile signature of either or both of such officers
imprinted thereon if the same is countersigned by a transfer agent of the
Company, and provided further that certificates bearing the facsimile of the
signature of such officers imprinted thereon shall be valid in all respects as
if such person or persons were still in office, even though such officer or
officers shall have died or otherwise ceased to be officers.
Section 2. Transfers of Shares. Shares of stock in the Company shall be
transferable only on the books of the Company by proper transfer signed by the
holder of record thereof or by a person duly authorized to sign for such holder
of record. The Company or its transfer agent or agents shall be authorized to
refuse any transfer unless and until it is furnished such evidence as it may
reasonably require showing that the requested transfer is proper.
Section 3. Lost, Destroyed or Stolen Certificates. Where the holder of record of
a share or shares of stock of the Company claims that the certificate
representing said share has been lost, destroyed or wrongfully taken, the Board
shall by resolution provide for the issuance of a certificate to replace the
original if the holder of record so requests before the Company has notice that
the certificate has been acquired by a bona fide purchaser, files with the
Company a sufficient indemnity bond, and furnishes evidence of such loss,
destruction or wrongful taking satisfactory to the Company, in the reasonable
exercise of its discretion. The Board may authorize such officer or agent as it
may designate to determine the sufficiency of such an indemnity bond and to
determine reasonably the sufficiency of the evidence of loss, destruction or
wrongful taking.
Section 4. Transfer Agent and Registrar. The Board may (but shall not be
required to) appoint a transfer agent or agents and a registrar or registrars,
and may require that all stock certificates bear the signature of such transfer
agent or of such transfer agent and registrar.
ARTICLE VI
INDEMNIFICATION
Section 1. Mandatory Indemnification. The Company shall indemnify to the fullest
extent permitted by the Georgia Business Corporation Code, and to the extent
that applicable law from time to time in effect shall permit indemnification
that is broader than is provided in these Bylaws, then to the maximum extent
authorized by law, any individual made a party to a proceeding (as defined in
the Georgia Business Corporation Code) because he or she is or was a Director or
an executive or corporate officer, against liability (as defined in the Georgia
Business Corporation Code), incurred in the proceeding, if he or she conducted
himself or herself in good faith and reasonably believed such conduct was in or
not opposed to the best interests of the Company and, in the case of any
criminal proceeding, he or she had no reasonable cause to believe such conduct
was unlawful.
Section 2. Advance for Expenses. The Company shall pay for or reimburse the
reasonable expenses incurred by a Director or any such officer who is a party to
a proceeding in advance of the final disposition of the proceeding if:
(a) Such person furnishes the Company a written
affirmation of his or her good faith belief that he
or she has met the standard of conduct set forth in
Section 1 above; and
(b) Such person furnishes the Company a written
undertaking, executed personally on his or her behalf
to repay any advances if it is ultimately determined
that he or she is not entitled to indemnification.
The written undertaking required by paragraph (b) above must
be an unlimited general obligation of such person but need not be secured and
may be accepted without reference to financial ability to make repayment.
Section 3. Indemnification Not Exclusive. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Article VI shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Articles of Incorporation, provision of these Bylaws,
agreement, vote of shareholders or disinterested Directors or otherwise.
Section 4. Amendment or Repeal. Any repeal or modification of the foregoing
provisions of this Article VI shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring prior to the
time of such repeal or modification.
ARTICLE VII
AMENDMENT OF BYLAWS
Section 1. Amendment. Except as provided in Article IX of the Company's Articles
of Incorporation, these Bylaws may be altered, amended, repealed or new Bylaws
adopted by the Board of Directors by the affirmative vote of a majority of all
Directors then holding office, but any Bylaws adopted by the Board of Directors
may be altered, amended, repealed, or any new Bylaws adopted, by the
shareholders by the affirmative vote of a majority of all shares entitled to
vote at any annual meeting or by like vote at any special meeting when notice of
any such proposed alteration, amendment, repeal or addition shall have been
given in the notice of any such meeting. The shareholders may prescribe that any
Bylaw or Bylaws adopted by them shall not be altered, amended or repealed by the
Board of Directors.
ARTICLE VIII
BUSINESS COMBINATIONS
Section 1. Election of Georgia Business Combination Statute. All requirements of
Sections 14-2-1131 through 14-2-1133 of the Georgia Business Corporation Code,
as may be in effect from time to time, shall apply to all "business
combinations" (as defined in Section 14-2-1131 of the Georgia Business
Corporation Code as in effect from time to time) involving the Company.
ARTICLE IX
RETIREMENT POLICY
Section 1. Retirement of Directors. No member of the Board of Directors of the
Company will seek reelection to the Board after reaching the age of 70 years. In
addition, the Chief Executive Officer of the Company will resign as a Director
effective with the annual meeting next following his or her 65th birthday,
notwithstanding the expiration of his or her then current term of office.
Section 2. Retirement of Officers. Those persons occupying the position of
corporate or divisional officers of the Company, including but not limited to
the President, Executive or Senior Vice President or Vice President (but
excluding the Chairman of the Board), will be expected to retire at the end of
the month following his or her 65th birthday, consistent with applicable laws.