EXHIBIT 3.34
CODE OF REGULATIONS
OF
CARDINAL PACKAGING, INC.
ARTICLE I
CAPITAL STOCK
1.1 TRANSFER AND REGISTRATION OF CERTIFICATES
The Board of Directors shall have authority to make such rules and
regulations as they deem expedient concerning the issuance, transfer and
registration of certificates for shares and the shares represented thereby and
may appoint transfer agents and registrars thereof.
1.2 SUBSTITUTED CERTIFICATES
Any person claiming a certificate for shares to have been lost, stolen or
destroyed shall make an affidavit or affirmation of that fact, shall give the
Corporation and its registrar(s) and its transfer agent(s) a bond of indemnity
satisfactory to the Board of Directors and, if required by the Board of
Directors, shall advertise the same in such manner as may be required, whereupon
a new certificate may be executed and delivered of the same tenor and for the
same number of shares as the one alleged to have been lost, stolen or destroyed.
ARTICLE II
THE SHAREHOLDERS
2.1 ANNUAL MEETINGS
The annual meeting of the Corporation shall be held at the principal
office of the Corporation, or at such other place, within or without the State
of Ohio, as may be designated by the Board of Directors, on the last Tuesday in
June of each year, but if that day is a legal holiday, on the first business day
next following. Any business which may be properly brought before any meeting of
the shareholders, including the election of Directors, may be considered and
transacted at the annual meeting.
2.2 SPECIAL MEETINGS
A special meeting of the shareholders may be called by the President, or
by any two Directors, or by shareholders representing 25% of the outstanding
shares of the Corporation entitled to vote thereat. The call for each special
meeting shall specify the time, place (which may be within or without the State
of Ohio) and purpose or purposes thereof, and no other business other than that
specified in said call shall be considered at such meeting.
2.3 NOTICE OF MEETING
A written notice of every meeting of the shareholders (including the
annual meeting), stating the time, place and purposes thereof, shall be given by
or at the direction of the President, the Secretary or the officer or persons
calling the meeting, to each shareholder of record entitled to notice of the
meeting not less than seven nor more than sixty days before such meeting. All
notices with respect to any shares to which persons are jointly entitled may be
given to that one of such persons who is first named upon the books of the
Corporation and notice so given shall be sufficient notice to all the holders of
such shares. Such notice shall be deemed to be sufficiently delivered, when
deposited in the United States mail addressed to the shareholder at his address
as it appears on the records of the Corporation with postage thereon prepaid.
2.4 WAIVER OF NOTICE
A written waiver, signed by a shareholder, of notice of a shareholders'
meeting, whether executed before, at or after such meeting, shall be equivalent
to giving such notice. Attendance by a shareholder at a shareholders' meeting,
without objection prior to or at the commencement of such meeting, shall
constitute a waiver by him of notice of such meeting.
2.5 CLOSING OF BOOKS AND FIXING RECORD DATE
The Board of Directors may determine the record date for the determination
of which persons are entitled to notices, dividends, distributions, rights and
the like, but said record date shall not be a date earlier than the date on
which the record date is fixed and shall not be more than sixty days preceding
the date of the meeting of shareholders or the date fixed for the payment of
dividends or distributions of the exercise of any rights. The Board of Directors
may close the stock record book against transfers of shares during the whole or
any part of such period.
2.6 QUORUM
At any meeting of the shareholders, the holders of a majority of the
shares entitled to vote then issued and outstanding, whether present in person
or represented by proxy, shall constitute a quorum. If a quorum shall not be
present or represented at any meeting of the shareholders, those shareholders
present or represented shall have the power, without notice other than
announcement at the meeting, to adjourn the meeting until a quorum shall be
present or represented. At such adjourned meeting at which a quorum is present
or represented any business may be transacted as might have been if the quorum
had been present at the originally-scheduled meeting. The Corporation shall not,
directly or indirectly, vote any shares issued by it and thereafter acquired and
owned by it and not retired, and such shares shall not be considered issued and
outstanding in computing the number of shares entitled to vote at any meeting of
shareholders.
2.7 VOTING
Unless expressly provided to the contrary in the Articles of
Incorporation, this Code of Regulations, or the Ohio Revised Code, each question
properly before any meeting of the
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shareholders at which a quorum is present shall be decided by a vote of the
holders of a majority of the shares entitled to vote which are present or
represented at such meeting.
2.8 ACTION BY WRITTEN CONSENT
Any action which may be authorized or taken at a meeting of the
shareholders, may be taken or authorized without a meeting by writing or
writings signed by all of the shareholders, which writing or writings shall be
filed with or entered upon the records of the Corporation.
2.9 RESTRICTIONS ON TRANSFER OF SHARES
The Shares evidenced by this certificate have not been registered under
the Securities Act of 1933, as amended (the "Act"), and have been acquired for
investment and may not be sold, transferred, pledged or hypothecated except
pursuant to (i) an effective registration statement registering the Shares under
the Act, (ii) a transaction permitted by Rule 144 or Rule 145 under the Act as
to which the issuer has received reasonably-satisfactory evidence of compliance
with the provisions of Rule 144 or Rule 145, if same ever shall be applicable,
(iii) an opinion of counsel satisfactory to issuer or (iv) a no-action letter
from the staff of the Securities and Exchange Commission to the effect that
registration is not required under the Act.
ARTICLE III
DIRECTORS
3.1 NUMBER OF DIRECTORS
The number of Directors shall be one (1). This number may be fixed or
changed at a meeting of the shareholders called for the purpose of fixing the
number of Directors or of electing Directors at which a quorum is present, by
the vote of the holders of a majority of the shares represented at the meeting
and entitled to vote on such proposal. In case the shareholders fail to fix the
number of Directors to be elected, the number elected shall be deemed to be the
number of Directors fixed.
3.2 ELECTION AND TERM
Directors shall be elected at the annual meeting of shareholders or at a
special meeting called for that purpose. Each Director who shall be elected
shall serve until the next annual meeting of shareholders and shall hold office
until his successor is elected and qualified, or until his death, resignation or
removal.
3.3 AUTHORITY
All the authority of the Corporation shall be exercised by the Board of
Directors, except as otherwise provided by the Articles of Incorporation, this
Code of Regulations or the Ohio Revised Code.
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3.4 PLACE OF MEETING
The Board of Directors may hold its meetings at such place or places
within or without the State of Ohio, as the Board may, from time to time,
determine.
3.5 ANNUAL MEETINGS
An annual meeting of the Board of Directors shall be held immediately
following the annual meeting of shareholders. No prior notice of such meeting
shall be required.
3.6 SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by the President
or any two members of the Board of Directors.
3.7 NOTICE OF MEETING
Written notice of the time and place of each special meeting of the Board
of Directors shall be given at or by the direction of the President or the
Secretary to each Director, either by personal delivery or by mail, telegram or
cablegram, at least two days before the meeting. Such notice need not contain a
statement of the purposes of such meeting.
3.8 QUORUM
A majority of the number of Directors then fixed shall constitute a quorum
for the transaction of business.
3.9 VOTING
Unless expressly provided to the contrary in the Articles of
Incorporation, this Code of Regulations, or the Ohio Revised Code, each
question, properly before any meeting of the Directors at which a quorum is
present shall be decided by a vote of a majority of the Directors who are
present.
3.10 ACTION BY WRITTEN CONSENT
Any action which may be authorized or taken at a meeting of the Board of
Directors, may be authorized or taken without a meeting by a writing or writings
signed by all the Directors, which writing or writings shall be filed or entered
upon the records of the Corporation.
3.11 RESIGNATION
Any Director may resign at any time by giving notice to the Board of
Directors or the President or Secretary, and such resignation shall be deemed to
take effect upon its receipt by the person or persons to whom addressed, unless
some other time is specified therein.
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3.12 VACANCY
In case of any vacancy in the Board of Directors, through death, insanity,
bankruptcy, resignation or disqualification, or through removal as provided in
the Ohio Revised Code, 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, elect a successor to hold office for the unexpired portion of the
term of the Director whose place shall be vacant, and until his successor is
elected and qualified.
3.13 VACANCY DEEMED TO EXIST
A vacancy within the meaning of Section 3.12 shall also be deemed to exist
if, at any time, the shareholders increase the authorized number of Directors
and do not, at the same meeting or any adjournment thereof, elect the necessary
additional Director or Directors.
3.14 SALARIES
The Board of Directors may establish reasonable compensation for service
as a Director and may provide for the reimbursement of expenses incurred by a
Director in the discharge of his duties.
ARTICLE IV
COMMITTEES
4.1 DESIGNATION OF EXECUTIVE COMMITTEE
The Board of Directors may designate three or more Directors to constitute
the Executive Committee. No member of the Executive Committee shall continue to
be a member thereof after he ceases to be a Director of the Corporation. The
Board of Directors shall have the power at any time to increase or decrease the
number of members of the Executive Committee (but in no event to less than
three), to fill vacancies thereon, to remove any member thereof, and to change
the functions or terminate the existence thereof.
4.2 POWERS OF THE EXECUTIVE COMMITTEE
During the intervals between meetings of the Board of Directors, and
subject to such limitations as may be required by law or by resolution of the
Board of Directors, the Executive Committee shall have and may exercise all of
the authority of the Board of Directors in the management of the Corporation;
provided, however, it shall not have the power to fill vacancies occurring in
the Board of Directors or in any committee. The Executive Committee may also
from time to time formulate and recommend to the Board of Directors for
approval, general policies regarding the management of the business and affairs
of the Corporation.
4.3 OTHER COMMITTEES
The Directors may from time to time create any other committee or
Directors to act in the intervals between meetings of the Directors and may
delegate to such committee or committees
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any of the authority of the Directors in any committee of the Directors. The
Directors shall consist of less than three Directors. The Directors may 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 any such committee.
4.4 PROCEDURE; MEETINGS; QUORUM
Unless otherwise ordered by the Board of Directors, a majority of the
members of any committee appointed by the Directors pursuant to this chapter
shall constitute a quorum at any meeting thereof, and the act of a majority of
the members present at a meeting at which quorum is present shall be the act of
such committee. Action may be taken by any committee, without a meeting by a
writing or writings signed by all of its members. Any such committee shall
prescribe its own rules for calling and holding meetings and its method of
procedure, subject to any rules prescribed by the Directors and the rules
prescribed by this Code of Regulations, and shall keep a written record of all
action taken by it.
ARTICLE V
OFFICERS
5.1 OFFICERS
This Corporation may have a Chairman of the Board, a Chairman of the
Executive Committee and shall have a President (all of whom shall be Directors),
a Secretary and a Treasurer. The Corporation may also have one or more Vice
Presidents and Vice Chairmen and such other officers and assistant officers as
the Directors may deem necessary. By designating a person to serve as an officer
of the Corporation, the Directors shall be deemed to have considered such office
necessary and to have established such office in accordance with this Section.
5.2 ELECTION, TERM AND QUALIFICATION
The officers shall be elected at the annual meeting of the Board of
Directors, or as soon thereafter as possible. Each such officer shall serve
until the next annual meeting of the Board of Directors and until his successor
is elected and qualified, or until his death, resignation or removal.
5.3 RESIGNATION
An officer may resign at any time by giving notice to the Board of
Directors, the President or the Secretary. Such notice shall be effective when
received by the person or persons to whom directed, unless some other time is
specified therein.
5.4 REMOVAL
Any officer may be removed, with or without cause, by the Board of
Directors without prejudice to the contract rights of such officer. The election
of an officer for a given term and the
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provisions of this Code of Regulations with respect to term of office shall not
be deemed to create contract rights.
5.5 VACANCY
The Board of Directors may fill any vacancy in any office occurring by
whatever reason.
5.6 AUTHORITY AND DUTIES OF OFFICERS
The President shall be the chief executive officer of the Corporation.
Subject to the foregoing, the officers of the corporation shall have such
authority and shall perform such duties as are customarily incident to their
respective offices, subject always to the directions of the Board of Directors,
or as may be specified from time to time by the Board of Directors regardless of
whether such authority and duties are customarily incident to such office.
Unless otherwise provided by the Board of Directors, if the Corporation has a
Vice Chairman of the Board, his sole duty shall be to preside at meetings in the
absence of the Chairman of the Board.
5.7 SALARIES
The Board of Directors may, irrespective of any personal interest of any
of them, establish reasonable compensation of officers, which may include
pension, disability and death benefits, for services as officers of the
Corporation.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
6.1 COSTS INCURRED
Unless expressly provided to the contrary in the Articles of
Incorporation, this Code of Regulations, or the general corporation law of Ohio,
the Corporation shall indemnify any Director, officer, member of the Executive
Committee or advisor thereto, or employee, or former Director, officer, member
or advisor, or employee of the Corporation or any person who is serving or has
served at its request as a Director, officer, member or advisor, or employee of
any corporation, against costs, expenses (Including attorneys' fees), judgments,
decrees, fines, penalties or amounts paid in settlement actually or necessarily
incurred by him in connection with the defense of any pending or threatened
action, suit, claim or proceeding, criminal or civil, in which he is or may be
made a party by reason of his having been such Director, officer, member or
advisor, or employee, provided that (i) he is adjudicated or determined not to
have been negligent or guilty of misconduct in the performance of his duty to
the Corporation of which he is a Director, officer, member of advisor, or
employee; (ii) he is determined to have acted in good faith in what reasonably
is believed to be the best interest of such Corporation and (iii) in any matter
the subject of a criminal action, suit or proceeding, he is determined to have
had no reasonable cause to believe that his conduct was unlawful. The
determination as to (ii) and (iii) and in the absence of an adjudication as to
(i) by a court of competent jurisdiction, the determination as to (i), shall be
made by the Board of Directors of the Corporation acting at a meeting at which a
quorum consisting of Directors who are not parties to or threatened with any
such action, suit, claim or proceeding is present. Any Director who is a party
to or threatened
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with any such action, suit, claim or proceeding shall not be qualified to vote.
If for this reason a quorum of Directors cannot be obtained to vote on such
indemnification then a committee composed of Directors not a party to or
threatened with any such action, suit, claim or proceeding shall be formed to
vote on the matter. If such a committee cannot be formed, then a majority of the
Directors shall select independent legal counsel to make the determination and
submit their written opinion that indemnification is proper (or is not proper)
in the circumstances because the within applicable standards have been (or have
not been) met by such person.
6.2 NON-EXCLUSIVE
The foregoing right of indemnification shall be in addition to any rights
to which any Director, officer, member or advisor, or employee, or former
Director, officer, member or advisor or employee may otherwise be entitled as a
matter of law or equity and is not in restriction or limitation of any other
privilege or power which the Corporation may have with respect to the
indemnification or reimbursement of Directors, officers, members or advisors, or
employees under the Articles of Incorporation, the Code of Regulations, any
agreement, any insurance purchased by the Corporation, vote of the shareholders
or otherwise.
6.3 SUCCESSORS
All rights of indemnification shall inure to the benefit of the heirs,
executors or administrators of each such Director, officer, member or advisor,
or employee.
ARTICLE VII
AGENDA
7.1 AGENDA FOR MEETING OF SHAREHOLDERS
(a) Call meeting to order
(b) Proof of notice of meeting
(c) Roll call and filing of proxies with Secretary
(d) Reading and disposition of previously-approved minutes
(e) Reports of officers and committees
(f) If an annual meeting or special meeting called for that
purpose, election of Directors
(g) Unfinished business
(h) New business
(i) Adjournment
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7.2 AGENDA FOR MEETING OF DIRECTORS
(a) Call to order
(b) Proof of notice of meeting
(c) Roll call
(d) Reading and disposition of previously, approved minutes
(e) Reports of officers and committees
(f) Unfinished business
(g) New business
(h) Adjournment
ARTICLE VIII
MISCELLANEOUS
8.1 FISCAL YEAR
The fiscal year of the Corporation shall be such as may be determined from
time to time by the Board of Directors.
8.2 SEAL
If the Board of Directors shall so order, the Corporation shall have a
seal, which shall be circular in form and mounted upon a metal die. About the
upper periphery shall appear the name of the Corporation and about the lower
periphery shall appear the word "Ohio". In the center of the seal shall appear
the words "Corporate Seal".
8.3 ENDORSEMENT OF STOCK CERTIFICATES
Unless otherwise ordered by the Board of Directors, any share or shares of
stock issued by any corporation and owned by the Corporation (including
re-acquired shares of stock of the Corporation) may, for sale or transfer, be
endorsed in the name of the Corporation by the President or one of the Vice
Presidents, and attested to by the Secretary or an Assistant Secretary, either
with or without affixing thereto the Corporate Seal.
8.4 VOTING UPON SHARES HELD BY THE CORPORATION
Unless otherwise ordered by the Board of Directors, the President in
person or by proxy or proxies appointed by him shall have full power and
authority on behalf of the Corporation to vote, act and consent with respect to
any shares issued by other corporations which the Corporation may own, which may
be held in the Corporation's name or as to which the Corporation may otherwise
have the right to vote, act or consent.
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8.5 DEPOSITS
All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such depositories as the
Board of Directors may select.
8.6 CHECK, DRAFTS, ETC.
All checks, drafts, or other orders for the payment of money, notes, or
other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers, agent or agents of the Corporation and in
such manner as the Board of Directors may determine.
ARTICLE IX
AMENDMENTS
9.1 AMENDMENT OF CODE OF REGULATIONS
The Code of Regulations may be amended or repealed and new amendments may
be adopted by the affirmative vote of the holders of shares entitling them to
exercise a majority of the voting power of the Corporation, or by action by
written consent of a like number of shareholders.
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