Exhibit 3(b)
GIBSON GREETINGS, INC.
BY-LAWS
As adopted April 29, 1986
(as amended through April 29, 1993)
ARTICLE I
OFFICES
Section 1.01. Registered Office. The registered office of
Gibson Greetings, Inc. (hereinafter referred to as the "corporation")
shall be in the City of Wilmington, County of New Castle, State of
Delaware.
Section 1.02. Additional Offices. The corporation may also
have offices at such other places, both within and without the State
of Delaware, as the Board of Directors may from time to time determine
or as the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.01. Time and Place. All meetings of stockholders
for the election of Directors shall be held at such time and place,
either within or without the State of Delaware, as shall be designated
from time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice of the meeting.
Meetings of stockholders for any other purpose may be held at such
time and place either within or without the State of Delaware as shall
be stated in the notice of the meeting or in a duly executed waiver of
notice of the meeting.
Section 2.02. Annual Meeting. Annual Meetings of
stockholders for the election of Directors and for such other business
as may properly be brought before the meeting shall be held on a day
between March 31 and June 1 in each year, such day to be fixed
annually by the Board of Directors.
Section 2.03. Notice of Annual Meeting. Written notice of
the annual meeting, stating the place, date and time of such annual
meeting, shall be given to each stockholder entitled to vote at such
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meeting not less than ten (10) (unless a longer period is required by
law) nor more than fifty (50) days prior to the meeting.
Section 2.04. Special Meeting. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed
by statute or by the certificate of incorporation, may be called by
the Chief Executive Officer of the corporation or by a majority of the
Board of Directors. Notice of such meeting shall be given in
accordance with the provisions of Section 2.05 of this Article II and
of Article V.
Section 2.05. Notice of Special Meeting. Written notice of
a special meeting, stating the place, date and time of such special
meeting and the purpose or purposes for which the meeting is called,
shall be given to each stockholder not less than ten (10) (unless a
longer period is required by law) nor more than fifty (50) days prior
to the meeting.
Section 2.06. List of Stockholders. The Officer in charge
of the stock ledger of the corporation or the transfer agent shall
prepare and make, at least ten (10) days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the
meeting, at a place within the city where the meeting is to be held.
Such place, if other than the place of the meeting, shall be specified
in the notice of the meeting. The list shall also be produced and
kept at the time and place of the meeting during the whole time of the
meeting and may be inspected by any stockholder who is present.
Section 2.07. Presiding Officer. Meetings of stockholders
shall be presided over by the Chairman of the Board, or, if the
Chairman is not present, by the President, or, if the President is not
present, by a Vice President, or, if a Vice President is not present,
by such person who may have been chosen by the Board of Directors, or,
if none of such persons is present, by a chairman to be chosen by the
stockholders owning a majority of the shares of capital stock of the
corporation issued and outstanding and entitled to vote at the meeting
and who are present in person or represented by proxy. The Secretary
of the corporation, or, if the Secretary is not present, an Assistant
Secretary, or, if an Assistant Secretary is not present, such person
as may be chosen by the Board of Directors, shall act as secretary of
meetings of stockholders, or, if none of such persons is present, the
stockholders owning a majority of the shares of capital stock of the
corporation issued and outstanding and entitled to vote at the meeting
and who are present in person or represented by proxy shall choose any
person present to act as secretary of the meeting.
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Section 2.08. Quorum and Adjournments. The holders of a
majority of the shares of capital stock of the corporation issued and
outstanding and entitled to vote at stockholders meetings, present in
person or represented by proxy, shall be necessary to, and shall
constitute a quorum for, the transaction of business at all meetings
of the stockholders, except as otherwise provided by statute or by the
certificate of incorporation. The stockholders present in person or
represented by proxy at a duly organized meeting may continue to do
business until final adjournment of such meeting whether on the same
day or on a later day, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. If a meeting cannot be
organized because a quorum has not attended, those present in person
or represented by proxy may adjourn the meeting from time, until a
quorum shall be present or represented. Notice of the adjourned
meeting need not be given if the time and place of the adjourned
meeting are announced at the meeting at which the adjournment is
taken. Even if a quorum shall be present or represented at any
meeting of the stockholders, the stockholders entitled to vote at such
meeting, present in person or represented by proxy, may adjourn the
meeting from time to time without notice of the adjourned meeting if
the time and place of the adjourned meeting are announced at the
meeting at which the adjournment is taken, until a date which is not
more than thirty (30) days after the date of the original meeting. At
any adjourned meeting at which a quorum is present in person or
represented by proxy any business may be transacted which might have
been transacted at the meeting as originally called. 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, a
notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at such meeting.
Section 2.09. Voting.
(a) At any meeting of stockholders, every stockholder
having the right to vote shall be entitled to vote in person or by
proxy, but no such proxy shall be voted or acted upon after three (3)
years from its date, unless the proxy provides for a longer period.
Except as otherwise provided by law or the certificate of
incorporation, each stockholder of record shall be entitled to one (1)
vote for each share of capital stock registered in his name on the
books of the corporation.
(b) At a meeting at which a quorum is present, all
elections of Directors shall be determined by a plurality vote, and,
except as otherwise provided by law or the certificate of
incorporation, all other matters shall be determined by a vote of a
majority of the shares present in person or represented by proxy and
voting on such other matters.
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ARTICLE III
DIRECTORS
Section 3.01. Number. The number of Directors which shall
constitute the whole Board shall be as established from time to time
by a majority of the Board of Directors.
Section 3.02. Place of Meetings. The Board of Directors
may hold meetings, both regular and special, either within or without
the State of Delaware.
Section 3.03. Annual Meeting. Unless otherwise agreed by
the newly elected Directors, the annual meeting of each newly elected
Board of Directors shall be held immediately following the annual
meeting of stockholders, and no notice of such meeting to either
incumbent or newly elected Directors shall be necessary.
Section 3.04. Regular Meetings. Regular meetings of the
Board of Directors may be held without notice, at such time and place
as may from time to time be determined by the Board of Directors.
Section 3.05. Special Meetings. Special meetings of the
Board of Directors may be called by the Chairman of the Board or the
President on two (2) days' notice to each Director, if such notice is
delivered personally or sent by telegram, or on five (5) days' notice
if sent by mail. Special meetings shall be called by the Chairman of
the Board or the President in like manner and on like notice on the
written request of one-half or more of the number of Directors then in
office. The purpose of a special meeting of the Board of Directors
need not be stated in the notice of such meeting.
Section 3.06. Quorum and Adjournments. Unless otherwise
provided by the certificate of incorporation, at all meetings of the
Board of Directors, one-half of the total number of Directors shall
constitute a quorum for the transaction of business; provided,
however, that when the Board consists of one (1) Director, then one
(1) Director shall constitute a quorum. If a quorum is not present at
any meeting of the Board of Directors, the Directors present may
adjourn the meeting, from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 3.07. Presiding Officer. Meetings of the Board of
Directors shall be presided over by the Chairman of the Board, or, if
the Chairman is not present, by the President, or, if the President is
not present, by such person as the Board may appoint for the purpose
of presiding at the meeting from which the President is absent.
Section 3.08. Action by Consent. Unless otherwise
restricted by the certificate of incorporation or these by-laws, any
action required or permitted to be taken at any meeting of the Board
of Directors or of any committee thereof may be taken without a
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meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
Section 3.09. Telephone Meetings. 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 committee,
by means of conference telephone or similar communications equipment
by means of which 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 3.10. Age Limitation. No person who has reached
his or her seventieth (70) birthday shall be nominated or renominated
for membership on the Board of Directors. Any member of the Board who
reaches the age of seventy (70) shall be requested to retire and
resign as a member of the Board effective as of the annual meeting of
stockholders of the corporation immediately succeeding the Director's
seventieth (70) birthday. No person shall be nominated or renominated
for membership on the Board of Directors who does not agree to retire
and resign after reaching the age of seventy (70) as provided in this
section. The foregoing age limitations shall not apply to members of
the Board of Directors who are age seventy (70) or more on the date of
adoption of this Section 3.10.
ARTICLE IV
COMMITTEES
Section 4.01. Committees of Directors. The Board of
Directors may, by resolution passed by a majority of the whole Board,
designate one (1) or more committees, each committee to consist of one
(1) or more Directors of the corporation. The Board of Directors may
designate one (1) or more persons who are not Directors as additional
members of any committee, but such persons shall be non-voting members
of such committee. The Board of Directors 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. In
the absence or disqualification of a member of a committee, the member
or members of the committee present at any meeting and not
disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the
Board of Directors to act at the meeting in the place of any such
absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors and permitted by
law and the certificate of incorporation, 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. Such
committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of
Directors.
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Section 4.02. Minutes of Committee Meetings. Unless
otherwise provided in the resolution of the Board of Directors
establishing such committee, each committee shall keep minutes of
action taken by it and file the same with the Secretary of the
corporation.
Section 4.03. Quorum. A majority of the number of
Directors constituting any committee shall constitute a quorum for the
transaction of business, and the affirmative vote of such Directors
present at the meeting shall be required for any action of the
committee.
Section 4.04. Vacancies, Changes, and Discharge. The Board
of Directors shall have the power at any time to fill vacancies in, to
change the membership of, and to discharge any committee.
ARTICLE V
NOTICES
Section 5.01. Form and Delivery.
(a) Whenever, under the provisions of law, the
certificate of incorporation or these by-laws, notice is required to
be given to any stockholder, it shall not be construed to mean
personal notice unless otherwise specifically provided, but such
notice may be given in writing, by mail, telecopy, telegram or
messenger addressed to such stockholder, at his address as it appears
on the records of the corporation. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail, with
postage prepaid.
(b) Whenever, under the provisions of law, the
certificate of incorporation, or these by-laws, notice is required to
be given to any Director, it shall not be construed to mean personal
notice unless otherwise specifically provided, but such notice may be
given in writing, by mail, telecopy, telegram or messenger addressed
to such Director at the usual place of residence or business of such
Director as in the discretion of the person giving such notice will be
likely to be received most expeditiously by such Director. If mailed,
such notice shall be deemed to be delivered when deposited in the
United States mail, with postage prepaid. Notice to a Director may
also be given personally or be sent to such address.
Section 5.02. Waiver. Whenever any notice is required to
be given under the provisions of law, the certificate of incorporation
or these by-laws, a written waiver of notice, signed by the person or
persons entitled to said notice, whether before or after the time for
the meeting stated in such notice, shall be deemed equivalent to such
notice.
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ARTICLE VI
OFFICERS
Section 6.01. Designations. The Officers of the
corporation shall be chosen by the Board of Directors and shall be a
President and a Secretary. The Board of Directors may also choose a
Chairman of the Board, a Vice President, or Vice Presidents, a
Treasurer, one (1) or more Assistant Secretaries and one (1) or more
Assistant Treasurers and other Officers and agents as it shall deem
necessary or appropriate. Any Officer of the corporation shall have
the authority to affix the seal of the corporation and to attest the
affixing of the seal by his signature. All Officers and agents of the
corporation shall exercise such powers and perform such duties as
shall from time to time be determined by the Board of Directors.
Section 6.02. Term of Office and Removal. The Board of
Directors at its annual meeting, after each annual meeting of
stockholders or at a meeting called for that purpose shall choose
Officers and agents, if any, in accordance with the provisions of
Section 6.01. Each Officer of the corporation shall hold office until
his successor is elected and shall qualify. Any Officer or agent
elected or appointed by the Board of Directors may be removed, with or
without cause, at any time by the affirmative vote of a majority of
the Directors then in office. Any vacancy occurring in any office of
the corporation may be filled for the unexpired portion of the term by
the Board of Directors.
Section 6.03. Compensation. The salaries of all Officers
and agents, if any, of the corporation shall be fixed from time to
time by the Board of Directors, and no Officer or agent shall be
prevented from receiving such salary by reason of the fact that he is
also a Director of the corporation.
Section 6.04. The President.
(a) The President shall be the Chief Executive Officer
of the corporation and, subject to the direction of the Board of
Directors, shall have general charge of the business, affairs and
property of the corporation and general supervision over its other
Officers and agents. The President shall perform all duties incident
to the office of President and shall see that all orders and
resolutions of the Board of Directors or committees of the Board are
carried into effect. The President shall be a member of all
committees of the Board of Directors other than the Compensation
Committee, the Audit Committee and any other committee from which the
President is excluded by the resolution establishing such committee.
(b) Unless otherwise prescribed by the Board of
Directors, the President shall have full power and authority on behalf
of the corporation to attend, act and vote at any meeting of security
holders of other corporations in which the corporation may hold
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securities. At such meeting the President shall possess and may
exercise any and all rights and powers incident to the ownership of
such securities which the corporation might have possessed and
exercised if it had been present. The Board of Directors may from
time to time confer like powers upon any other person or persons.
Section 6.05. The Vice President. The Vice President, if
any (or in the event there be more than one (1), the Vice Presidents
in the order designated, or in the absence of any designation, in the
order of their election), shall, in the absence of the President or in
the event of his inability or refusal to act, perform the duties and
exercise the powers of the President and shall generally assist the
President and perform such other duties and have such other powers as
may from time to time be prescribed by the Board of Directors.
Section 6.06. The Secretary. The Secretary shall attend
all meetings of the Board of Directors and all meetings of
stockholders and record all votes and the proceedings of the meetings
in a book to be kept for that purpose and shall perform like duties
for any committees of the Board of Directors, if requested by such
committee. He shall give, or cause to be given, notice of all
meetings of stockholders and special meetings of the Board of
Directors, and shall perform such other duties as may from time to
time be prescribed by the Board of Directors or the President, under
whose supervision he shall act. He shall have custody of the seal of
the corporation, and he, or an Assistant Secretary, shall have
authority to affix the same to any instrument requiring it, and, when
so affixed, the seal may be attested by his signature or by the
signature of such Assistant Secretary.
Section 6.07. The Assistant Secretary. The Assistant
Secretary, if any (or in the event there by more than one (1), the
Assistant Secretaries in the order designated, or in the absence of
any designation, in the order of their election), shall, in the
absence of the Secretary or in the event of his inability or refusal
to act, perform the duties and exercise the powers of the Secretary
and shall perform such other duties and have such other powers as may
from time to time be prescribed by the Board of Directors.
Section 6.08. The Treasurer. The Treasurer, if any, shall
have the custody of the corporate funds and other valuable effects,
including securities, and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name and to
the credit of the corporation in such depositories as may from time to
time be designated by the Board of Directors. He shall disburse the
funds of the corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the
President and the Board of Directors, at regular meetings of the
Board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the
corporation.
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Section 6.09. The Assistant Treasurer. The Assistant
Treasurer, if any, (or in the event there by more than one (1), the
Assistant Treasurers in the order designated, or in the absence of any
designation, in the order of their election), shall, in the absence of
the Treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall
perform such other duties and have such other powers as may from time
to time be prescribed by the Board of Directors.
Section 6.10. Chairman of the Board. The Chairman of the
Board shall preside over meetings of the stockholders and of the Board
of Directors and shall have such other duties as may from time to time
be prescribed by the Board of Directors or the President. In the
absence of a Chairman of the Board, the above described duties shall
be carried out by the President.
Section 6.11. Transfer of Authority. In case of the
absence of any Officer or for any other reason that the Board of
Directors deems sufficient, the Board of Directors may transfer the
powers or duties of that Officer to any other Officer or to any
Director or employee of the corporation, provided a majority of the
full Board of Directors concurs.
ARTICLE VII
STOCK CERTIFICATES
Section 7.01. Form and Signatures. Every holder of stock
in the corporation shall be entitled to have a certificate, signed by
or in the name of the corporation, by the Chairman of the Board, the
President or a Vice President and the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of the corporation,
certifying the number and class (and series, if any) of shares owned
by him, and bearing the seal of the corporation. Such seal and any or
all of the signatures on the certificate may be a facsimile. In case
any Officer, transfer agent, or registrar who has signed, or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such Officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the corporation with the
same effect as if he were such Officer, transfer agent, or registrar
at the date of issue.
Section 7.02. Registration of Transfer. Upon surrender to
the corporation or any transfer 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 or its transfer agent to issue a new
certificate to the person entitled thereto, to cancel the old
certificate and to record the transaction upon its books.
Section 7.03. Registered Stockholders. Except as otherwise
provided by law, the corporation shall be entitled to recognize the
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exclusive right of a person who is registered on its books as the
owner of shares of its capital stock to receive dividends or other
distributions, to vote as such owner, and to hold liable for calls and
assessments a person who is registered on its books as the owner of
shares of its capital stock. The corporation shall not be bound to
recognize any equitable, legal, or other claim to or interest in such
share or shares on the part of any other person whether or not it
shall have express or other notice thereof, except as otherwise
provided by law.
Section 7.04. Issuance of Certificate. No certificate
shall be issued for any share until (i) consideration for such share
in the form of cash, services rendered, personal or real property,
leases of real property or a combination thereof in an amount not less
than the par value or stated capital of such share has been received
by the corporation and (ii) the corporation has received a binding
obligation of the subscriber or purchaser to pay the balance of the
subscription or purchase price.
Section 7.05. Lost, Stolen or Destroyed Certificates. The
Board of Directors may direct a new certificate to be issued in place
of any certificate theretofore issued by the corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be
lost, stolen, or destroyed. When authorizing such issue of a new
certificate, the Board of Directors may, in its discretion and as a
condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate, or his legal representative, to
advertise the same in such manner as it shall require, and to give the
corporation a bond in such sum, or other security in such form as it
may direct, as indemnity against any claim that may be made against
the corporation on account of the alleged loss, theft or destruction
of any such certificate or the issuance of such new certificate.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.01. Fiscal Year. The fiscal year of the
corporation shall be as determined from time to time by the Board of
Directors.
Section 8.02. Seal. The corporate seal shall have
inscribed thereon the name of the corporation, the year of its
incorporation and the words "Corporate Seal" and "Delaware."
ARTICLE IX
AMENDMENTS
Section 9.01. These by-laws may be altered, amended or
repealed or new by-laws may be adopted by the stockholders or by the
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Board of Directors, to the extent that such power is conferred upon
the Board of Directors by the certificate of incorporation, at any
regular meeting of the stockholders or of the Board of Directors or at
any special meeting of the stockholders or of the Board of Directors
if notice of such proposed alteration, amendment, repeal or adoption
of new by-laws be contained in the notice of such special meeting.
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