Exhibit 3(ii)
Effective April 25, 1996
REGULATIONS
of
THE MEAD CORPORATION
REGULATIONS
OF
THE MEAD CORPORATION
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ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders
of the Corporation, for the purpose of electing directors and
transacting such other business as may be specified in the notice
thereof, shall be held at such place either within or without the State
of Ohio as may be specified in such notice, upon such date in the month
of April of each year (other than a Saturday, Sunday or legal holiday)
as the Board of Directors shall determine or, in the absence of such
determination, on the fourth Thursday in April of each year.
Section 2. Special Meetings. Special meetings of the shareholders
may be called by (i) the Chairman of the Board or the President, or in
case of the President's absence, death or disability, any Vice-
President; or (ii) the directors by action at a meeting, or a majority
of the directors acting without a meeting. Special meetings shall be
called by the Secretary upon written request of shareholders holding of
record 50% or more of all shares outstanding and entitled to vote
thereat. Any such request for a special meeting shall state the purpose
or purposes of the meeting.
Special meetings of the shareholders may be held at such time and
place, either within or without the State of Ohio, as may be designated
in the notice thereof.
Section 3. Notice of Meetings. Except as otherwise provided by
law or unless waived, a written notice of each annual or special meeting
stating the time and place and the purposes thereof shall be personally
delivered or mailed to each shareholder of record entitled to notice
thereof, not more than sixty days nor less than ten days before any such
meeting. If mailed, such notice shall be addressed to the shareholder
at his address as it appears upon the records of the Corporation.
Notice of adjournment of a meeting need not be given if the time and
place to which it is adjourned are fixed and announced at such meeting.
Section 4. Quorum. The holders of record of shares entitling them
to exercise a majority of the voting power of the Corporation, present
in person or by proxy, shall constitute a quorum for all purposes, at
any meeting of shareholders, except when a greater proportion is
required by law, the articles of incorporation or these Regulations. At
any meeting at which a quorum is present, all questions and business
which shall come before the meeting shall be determined by the vote of
the holders of a majority of the shares entitled to vote thereon held by
shareholders present in person or by proxy at the meeting, except when a
different proportion is required by law, the articles of incorporation
or these Regulations.
At any meeting, whether a quorum is present or not, the holders of
a majority of the voting shares held by shareholders present in person
or by proxy may adjourn from time to time and from place to place
without notice other than by announcement at the meeting. At any such
adjourned meeting at which a quorum is present, any business may be
transacted which could have been transacted at the meeting as originally
noticed or held.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Authority of Directors. Except where the law, the
articles of incorporation or these Regulations requires action to be
authorized or taken by the shareholders, all of the authority of the
Corporation shall be exercised, and the business and affairs of the
Corporation shall be managed, by or under the direction of the
directors.
Section 2. Directors. Unless changed in accordance with the
provisions of Section 3 of this Article II, the number of directors of
the Corporation shall be fixed at fourteen. Directors shall hold office
until the annual meeting next succeeding their election or until their
successors are chosen and qualified; provided, however, no director
shall be required to stand for election sooner than would have been
otherwise required due to participation as a member of a class of
directors elected in a year prior to 1996.
Section 3. Change in Number of Directors. The whole number of
directors and the number of directors in each class may be changed
either by the affirmative vote of the holders of record of at least 75%
of the voting power of the Corporation at a meeting of shareholders
called for that purpose and for the purpose of electing directors, or by
the affirmative vote of a majority of the directors. No reduction in
the number of directors, either by the shareholders or the directors,
shall of itself have the effect of shortening the term of any incumbent
director.
Section 4. Nominations. Only persons who are nominated in
accordance with the following procedures shall be eligible for election
as directors. Nominations of persons for election as directors of the
Corporation may be made at a meeting of shareholders (i) by or at the
direction of the Board of Directors or by any committee or person
appointed by the Board of Directors or (ii) by any shareholder of the
Corporation entitled to vote for the election of directors at the
meeting who complies with the notice procedures set forth in this
Section 4. Any nomination other than those governed by clause (i) of the
preceding sentence, shall be made pursuant to timely notice in writing
to the Secretary of the Corporation. To be timely, a shareholder's
notice shall be delivered to or mailed and received at the principal
executive offices of the Corporation not less than 50 days nor more than
75 days prior to the meeting; provided, however, that in the event that
less than 60 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 to the Secretary shall set forth (a) as to each
person whom the shareholder proposes to nominate for election as a
director (i) the name, age, business address and residence address of such
person, (ii) the principal occupation or employment of such person,
(iii) the class and number of any shares of the Corporation which are
beneficially owned by such person and (iv) any other information
relating to such person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to any then
existing rule or regulation promulgated under the Securities Exchange
Act of 1934, as amended; and (b) as to the shareholder giving the notice
(i) the name and record address of such shareholder and (ii) the class
and number of shares of the Corporation which are beneficially owned by
such shareholder. The Corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to
serve as a director. No person shall be eligible for election as a
director unless nominated as set forth herein.
The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance
with the foregoing procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be
disregarded.
Section 5. Removal of Directors. No director may be removed prior
to the expiration of such director's term of office, except by the
affirmative vote of the holders of 75% of the voting power of the
Corporation entitled to vote in the election of directors; provided,
however, that unless all the directors are removed, no individual
director shall be removed if the votes of a sufficient number of shares
are cast against his removal which, if cumulatively voted at an election
of all the directors, would be sufficient to elect at least one
director.
Section 6. Vacancies. The remaining directors, though less than a
majority of the whole authorized number of directors, may, by the vote
of a majority of their number, fill any vacancy in the Board of
Directors however arising for the unexpired term thereof. Any person
elected to fill a vacancy in the Board of Directors shall hold office
until the expiration of the term of office for the class to which he is
elected and until his successor is elected and qualified.
Section 7. Meetings of the Board. The Board of Directors may, by
by-law or resolution, provide for regular meetings of the Board.
Special meetings of the Board of Directors may be held at any time
upon call of the Chairman of the Board, the President, any Vice-
President, or any two members of the Board.
Meetings of the Board of Directors may be held at any place either
within or without the State of Ohio. Written notice of the time and
place of each special meeting of the Board of Directors shall be given
by mailing the same to each director at his last known address at least
three days prior to the date of such meeting, or such notice may be
personally delivered or telegraphed in substance to each director not
less than twenty-four hours before the meeting, which notice need not
specify the purposes of the meeting. Such notice may be waived in
writing, either before or after the holding of such meeting, by any
director, which writing shall be filed with or entered upon the records
of the meeting. The attendance of any director at any such meeting
without protesting, prior to or at the commencement of the meeting, the
lack of proper notice shall be deemed to be a waiver by him of notice of
such meeting. Notice of adjournment of a meeting need not be given if
the time and place to which it is adjourned are fixed and announced at
such meeting.
Section 8. Quorum for Meetings. A majority of the directors of
the Corporation shall constitute a quorum for the transaction of
business. The act of a majority of directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors.
Section 9. Secret Ballot. Upon the oral or written request of any
director, any matter to be voted upon by the Board of Directors, or any
committee thereof, shall be by secret ballot and such ballots shall then
be counted and reported by the secretary of the meeting.
ARTICLE III
COMMITTEES
Section 1. Committees. The Board of Directors, by resolution
adopted by a majority of the whole Board, may appoint three or more
directors to constitute one or more committees of directors. The
resolution establishing each such committee shall specify a designation
by which it shall be known and shall fix its powers and authority. The
Board of Directors may delegate to any such committee any of the
authority of the Board of Directors, however conferred, other than that
of filling vacancies among the directors or in any committee of the
directors.
The Board of Directors may likewise appoint one or more directors
as alternate members of any such committee, who may take the place of
any absent member or members at any meeting of such committee.
Each such committee shall serve at the pleasure of the Board of
Directors, shall act only in the intervals between meetings of the Board
of Directors, and shall be subject to the control and direction of the
Board of Directors. All actions by any such committee shall be subject
to revision and alteration by the Board of Directors provided that no
rights of third persons shall be adversely affected by any such revision
or alteration.
An act or authorization of an act by any such committee within the
authority delegated to it by the resolution establishing it shall be as
effective for all purposes as the act or authorization of the Board of
Directors.
Any such committee may act by a majority of its members at a
meeting or by a writing or writings signed by all of its members.
The Board of Directors may likewise appoint other members of any
committee who are not members of the Board of Directors who shall act in
an advisory capacity but who shall have no vote upon any matter of
business before the committee.
ARTICLE IV
OFFICERS
Section 1. Officers. The officers of the Corporation shall be a
Chairman of the Board, a President, a Secretary, a Treasurer, and such
other officers, subordinate officers and assistants as the Board of
Directors may from time to time determine.
Any two or more offices may be held by one person, except the
offices of President and Vice-President.
Section 2. Election of Officers. All officers of the Corporation
shall be elected annually by the Board of Directors, and shall hold
office at the pleasure of the Board of Directors. The Board of
Directors may remove any officer at any time, with or without cause, by
a majority vote. The Board of Directors may fill any vacancy in any
office occurring from whatever cause.
Section 3. Authority and Duties of Officers. The officers of the
Corporation shall have such authority and shall perform such duties as
are determined by the Board of Directors.
ARTICLE V
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Liability. (a) No person shall be found
to have violated his duties to the Corporation as a director or officer
of the Corporation in any action brought against such director or
officer (including actions involving or affecting any of the following:
(i) a change or potential change in control of the Corporation; (ii) a
termination or potential termination of his service to the Corporation
as a director or officer; or (iii) his service in any other position or
relationship with the Corporation), unless it is proved by clear and
convincing evidence that the director or officer has not acted in good
faith, in a manner he reasonably believes to be in or not opposed to the
best interests of the Corporation, or with the care that an ordinarily
prudent person in a like position would use under similar circumstances.
Notwithstanding the foregoing, nothing contained in this paragraph (a)
limits relief available under Section 1701.60 of the Ohio Revised Code.
(b) In performing his duties, a director or officer shall be entitled
to rely on information, opinions, reports, or statements, including
financial statements and other financial data, that are prepared or
presented by: (i) one or more directors, officers, or employees of the
Corporation whom the director or officer reasonably believes are
reliable and competent in the matters prepared or presented; (ii)
counsel, public accountants, or other persons as to matters that the
director or officer reasonably believes are within the person's
professional or expert competence; or (iii) a committee of the directors
upon which he does not serve, duly established in accordance with the
provisions of these Regulations, as to matters within its designated
authority, which committee the director or officer reasonably believes
to merit confidence.
(c) A director or officer in determining what he reasonably believes
to be in the best interests of the Corporation shall consider the
interests of the Corporation's shareholders and, in his discretion, may
consider (i) the interests of the Corporation's employees, suppliers,
creditors and customers; (ii) the economy of the state and nation; (iii)
community and societal considerations; and (iv) the long-term as well as
short-term interests of the Corporation and its shareholders, including
the possibility that these interests may be best served by the continued
independence of the Corporation.
(d) A director or officer shall be liable in damages for any action he
takes or fails to take as a director or officer only if it is proved by
clear and convincing evidence in a court of competent jurisdiction that
his action or failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the Corporation or undertaken with
reckless disregard for the best interests of the Corporation.
Notwithstanding the foregoing, nothing contained in this paragraph (d)
affects the liability of directors under Section 1701.95 of the Ohio
Revised Code or limits relief available under Section 1701.60 of the
Ohio Revised Code.
Section 2. Indemnification. (a) In case any person was or is a
party, or is threatened to be made a party, to any threatened, pending,
or completed action, suit, or preceding, whether civil, criminal,
administrative, or investigative, other than an action by or in the
right of the Corporation, by reason of the fact that he is or was a
director, officer, employee, or agent of the Corporation, of is or was
serving at the request of the Corporation as a director, trustee,
officer, employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust, or other
enterprise, the Corporation shall indemnify such person against
expenses, including attorney's fees, judgments, decrees, fines,
penalties, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding, if
he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation, and with
respect to any matter the subject of a criminal action, suit, or
proceeding, he had no reasonable cause to believe that his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, or conviction, or upon a plea of nolo
contenders or its equivalent, shall not, itself, create a presumption
that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any matter the subject of a criminal
action, suit or proceeding, that he had reasonable cause to believe that
his conduct was unlawful.
(b) In case any person was or is a party, or is threatened to be made
a party to any threatened, pending, or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, trustee, officer, employee, or agent of
another corporation, domestic or foreign, nonprofit or for profit,
partnership, joint venture, trust or other enterprise, the Corporation
shall indemnify such person against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, except that no
indemnification shall be made in respect of any of the following: (i)
any claim, issue, or matter as to which such person is adjudged to be
liable for negligence or misconduct in the performance of this duty to
the Corporation unless and only to the extent that the court of common
pleas, or the court in which such action or suit was brought determines
upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses as the court of
common pleas or such other court shall deem proper; or (ii) any action
or suit in which the only liability asserted against a director is
pursuant to Section 1701.95 of the Ohio Revised Code.
(c) To the extent that a director, trustee, officer, employee, or
agent has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in paragraphs (a) and (b) of
this Section 2, or in defense of any claim, issue, or matter therein,
the Corporation shall indemnify him against expenses, including
attorney's fees, actually and reasonably incurred by him in connection
with the action, suit or proceeding.
(d) Any indemnification under paragraphs (a) and (b) of this Section
2, unless ordered by a court, shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the director, trustee, officer, employee, or agent is
proper in the circumstances because he has met the applicable standard
of conduct set forth in paragraphs (a) and (b) of this Section 2. Such
determination shall be made as follows: (i) by a majority vote of a
quorum consisting of directors of the Corporation who were not and are
not parties to or threatened with any such action, suit, or proceeding;
(ii) if the quorum described in cause (i) of this paragraph (d) is not
obtainable or if a majority vote of a quorum of disinterested directors
so directs, in a written opinion by independent legal counsel other than
an attorney, or a firm having associated with it an attorney, who has
been retained by or who has performed services for the Corporation, or
any person to be indemnified within the past five years; (iii) by the
shareholders; or (iv) by the court of common pleas or the court in which
such action, suit, or proceeding was brought. Any determination made by
the disinterested directors under cause (i) of this paragraph (d) or by
independent legal counsel under cause (ii) of this paragraph (d) shall
be promptly communicated to the person who threatened or brought the
action or suit, by or in the right of the Corporation referred to in
paragraph (b) of this Section 2, and within ten days after the receipt
of such notification, such person shall have the right to petition the
court of common pleas or the court in which such action or suit was
brought to review the reasonableness of such determination.
(e) (i) Unless the only liability asserted against a director in any
action, suit, or proceeding referred to in paragraphs (a) and (b) of
this Section 2 is pursuant to Section 1701.95 of the Ohio Revised Code,
expenses, including attorney's fees, incurred by a director in defending
the action, suit, or proceeding, shall be paid by the Corporation as
they are incurred, in advance of the final disposition of the action,
suit, or proceeding upon receipt of an undertaking by or on behalf of
the director in which he agrees to do both of the following: (A) repay
such amount if it is proved by clear and convincing evidence in a court
of competent jurisdiction that his action or failure to act involved an
act or omission undertaken with deliberate intent to cause injury to the
Corporation or undertaken with reckless disregard for the best interests
of the Corporation; and (B) reasonably cooperate with the Corporation
concerning the action, suit, or proceeding.
(ii) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee or agent in defending any action, suit or
proceeding referred to in paragraphs (a) and (b) of this Section 2 may
be paid by the Corporation as they are incurred in advance of the final
disposition of the action, suit or proceeding as authorized by the
directors in the specific case upon the receipt of an undertaking by or
on behalf of the director, trustee, officer, employee, or agent to repay
such amount, if it ultimately is determined that he is not entitled to
be indemnified by the Corporation.
(f) Expenses, including attorney's fees, amounts paid in settlement,
and (except in the case of an action by or in the right of the
Corporation) judgments, decrees, fines and penalties, incurred in
connection with any potential, threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative by any person by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, trustee,
officer, employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust or other
enterprise, may be paid or reimbursed by the Corporation, as authorized
by the Board of Directors upon a determination that such payment or
reimbursement is in the best interests of the Corporation; provided,
however, that, unless all directors are interested, the interested
directors shall not participate and a quorum shall be one-third of the
disinterested directors.
(g) The indemnification authorized by this Section 2 shall not be
exclusive of, and shall be in addition to any other rights granted to
those seeking indemnification under the articles of incorporation or
these Regulations or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office,
and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, or agent and shall inure to the benefit of
the heirs, executors, and administrators of such a person.
(h) The Corporation may purchase and maintain insurance or furnish
similar protection, including but not limited to trust funds, letters of
credit or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, trustee,
officer, employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust or other
enterprise, against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the Corporation would have indemnified him against such liability
under this Section 2. Insurance may be purchased from or maintained with
a person in which the Corporation has a financial interest. (i) The
authority of the Corporation to indemnify persons pursuant to paragraphs
(a) and (b) of this Section 2 does not limit the payment of expenses as
they are incurred, indemnification, insurance, or other protection that
may be provided pursuant to paragraphs (e), (f), (g) and (h) of this
Section 2. Paragraphs (a) and (b) of this Section 2 do not create any
obligation to repay or return payments made by the Corporation pursuant
to paragraphs (e), (f), (g) and (h) of this Section 2.
Section 3. Interpretation. As used in Article V, words of the
masculine gender shall include the feminine gender.
ARTICLE VI
SEAL
The seal of the Corporation shall be circular with the words "THE
MEAD CORPORATION", and "OHIO" surrounding the word "SEAL".
ARTICLE VII
AMENDMENTS
These Regulations may be amended or repealed at any meeting of
shareholders called for that purpose by the affirmative vote of the
holders of record of shares entitling them to exercise a majority of the
voting power of the Corporation on such proposal; provided, however,
that Sections 2, 3, and 5 of Article II and this Article VII may not be
amended, modified or repealed, and no amendment to these Regulations
which is inconsistent therewith may be adopted, without the affirmative
vote of the holders of record of shares entitling them to exercise 75%
of the voting power of the Corporation on such proposal.