MERRILL/MAGNUS PUBLISHING CORPORATION
BYLAWS
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ARTICLE I.
OFFICES
SECTION 1. REGISTERED OFFICE. The registered office of the Corporation
required by Chapter 302A of the Minnesota Statutes to be maintained in the State
of Minnesota is as designated in the Articles of Incorporation. The Board of
Directors of the Corporation may, from time to time, change the location of the
registered office. On or before the day that such change is to become
effective, a certificate of such change and of the new address of the new
registered office shall be filed with the Secretary of State of the State of
Minnesota.
SECTION 2. OTHER OFFICES. The Corporation may establish and maintain
such other offices, within or without the State of Minnesota, as are from time
to time authorized by the Board of Directors.
ARTICLE II.
MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETING. All meetings of the shareholders shall be
held at the registered office of the Corporation in the State of Minnesota or at
such place within or without the state as may be fixed from time to time by the
Board of Directors, provided that a meeting called by or at the demand of a
shareholder shall be held in the county where the principal executive office of
the Corporation is located.
SECTION 2. DATE OF MEETING. A regular meeting of shareholders may be
held for the purpose of electing directors or for the transaction of any other
business as may come before the meeting. It shall be the duty of the Chairman
of the Board or the Chief Executive Officer, upon demand of any shareholder
holding three percent (3%) or more or all voting shares, to call such meeting if
a regular meeting of shareholders has not been held during the immediately
preceding fifteen (15) months. If said officers fail to call and hold such
meeting within ninety (90) days after receipt of the demand, the shareholder
making the demand shall have the right and power to call such meeting.
SECTION 3. NOVICE OF REGULAR MEETINGS. Written notice of the time and
place of each regular shareholder meeting shall be mailed, postage prepaid, at
least ten (10) but not more than sixty (60) days before such meeting, to each
shareholder entitled to vote thereat at his or her address as the same appears
upon the books of the Corporation.
SECTION 4. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be
called by the Chairman of the Board or the Chief Executive Officer and shall
be called by the Chairman of the Board or the Chief Executive Officer at the
request in writing of two or more members of the Board of Directors, or at
the request in writing of shareholders owning ten percent (10%) or more of
the voting power of all outstanding voting shares. Such request, which shall
be by registered mail or delivered in person to the Chairman of the Board or
the Chief Executive Officer, shall state the purpose or purposes of the
proposed meeting.
SECTION 5. NOTICE OF SPECIAL MEETINGS. Written notice of the time,
place and purpose or purposes for a special meeting shall be mailed, postage
prepaid, at least five (5) but not more than sixty (60) days before such
meeting, to each shareholder entitled to vote at such meeting at his or her
address as the same appears upon the books of the Corporation.
SECTION 6. BUSINESS TO BE TRANSACTED. No business shall be transacted
at any special meeting of shareholders except that stated in the notice of the
meeting.
SECTION 7. WAIVER OF NOTICE. A shareholder may waive notice of a
meeting of shareholders. A waiver of notice by a shareholder entitled to notice
is effective whether given before, at, or after the meeting, and whether given
in writing, orally, or by attendance. Attendance by a shareholder at a meeting
is a waiver of notice of that meeting, except where the shareholder objects at
the beginning of the meeting to the transaction of business because the meeting
is not lawfully called or convened, or objects before a vote on an item of
business because the item may not lawfully be considered at that meeting and
does not participate in the consideration of the item at that meeting.
SECTION 8. QUORUM AND ADJOURNMENT. The holders of a majority of the
voting power of the shares present in person or by proxy entitled to vote at a
meeting shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly called or held meeting at which a
quorum is present may continue to transact business until adjournment, even
though the withdrawal of a number of shareholders originally present leaves less
than the proportion or number otherwise required for a quorum.
SECTION 9. VOTING RIGHTS. A shareholder may cast a vote in person or by
proxy. When a quorum is present at the time a meeting is convened, the vote of
the holders of a majority of the shares entitled to vote on any question present
in person or by proxy shall decide such question unless the question is one upon
which, by express provision of the applicable statute or the Articles of
Incorporation, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
SECTION 10. MANNER OF VOTING. Each shareholder shall at every meeting
of the shareholders be entitled to one vote in person or by proxy for each
share of the capital stock
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having voting power held by such shareholder, but no proxy shall be valid
after eleven (11) months from its date, unless the proxy expressly provides
for a longer period, and, except where the transfer books of the Corporation
have been closed or a date has been fixed as a record date for the
determination of its shareholders entitled to vote, no share of stock that
has been transferred on the books of the Corporation within twenty (20) days
next preceding any election of directors shall be voted on at such election
for directors.
SECTION 11. RECORD DATE. The Board of Directors may fix a date, not
exceeding sixty (60) days preceding the date of any meeting of shareholders, as
a record date for the determination of the shareholders entitled to notice of
and to vote at such meeting, and in such case only shareholders of record on the
date so fixed, or their legal representatives, shall be entitled to notice of
and to vote at such meeting, notwithstanding any transfer of any shares on the
books of the Corporation after any record date so fixed. The Board of Directors
may close the books of the Corporation against transfers of shares during the
whole or any part of such period.
SECTION 12. ORGANIZATION OF MEETINGS. The Chairman of the Board shall
preside at all meetings of the shareholders, and in his or her absence the Chief
Executive Officer shall act as Chairman. The Secretary shall act as secretary
of all meetings of the shareholders, or in his or her absence any person
appointed by the Chairman shall act as secretary.
ARTICLE III.
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Articles of Incorporation or by these Bylaws required to be
exercised or done by the shareholders.
SECTION 2. NUMBER AND TERM OF OFFICE. The number of directors which
shall constitute the whole board shall not be less than three (3) as determined
from time to time by the Board of Directors. The directors shall be elected at
the annual meeting of the shareholders, except as provided in Section 4 of this
Article or as otherwise permitted by statute, and each director elected shall
hold office until his or her successor is elected and qualified. Directors
need not be shareholders.
SECTION 3. RESIGNATION AND REMOVAL. My director may resign at any time
by giving written notice to the Corporation. Such resignation shall take
effect at the date of the receipt of such notice, or at any later time specified
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. Any director may be
removed at any time, with or without cause, by the affirmative vote of the
holders of a majority of the voting shares entitled to elect such director.
SECTION 4. QUALIFICATIONS. No person may serve as a director if such
person is an employee, officer, agent, partner or director, or beneficial
owner of 5% or more of the common
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stock of any business enterprise which is competitive with the business of
the corporation or its subsidiaries.
SECTION 5. VACANCIES. If the office of any director becomes vacant by
reason of death, resignation, removal disqualification, or otherwise, the
directors then in office, although less than a quorum, by a majority vote, may
choose a successor who shall hold office for the unexpired term in respect of
which such vacancy occurred. With respect to the initial election of a
director to fill a newly created directorship resulting from an increase in the
number of directors by action of the Board of Directors in the manner permitted
by statute, such vacancy shall be filled by the affirmative vote of a majority
of the directors serving at the time of the increase.
SECTION 6. MEETINGS OF DIRECTORS. The Board of Directors of the
Corporation may hold meetings, from time to time, either within or without the
State of Minnesota, at such place as a majority of the members of the Board of
Directors may from time to time appoint. If the Board of Directors fails to
select a place for the meeting, the meeting shall be held at the principal
executive office of the Corporation.
SECTION 7. CALLING MEETINGS. Meetings of the Board of Directors may be
called by (i) the Chief Executive Officer on two (2) days notice or (ii) any
director on ten (10) days' notice, to each director, either personally, by
telephone or by mail or telegram. Every such notice shall state the date, time
and place of the meeting. Notice of a meeting called by a person other than
the Chief Executive Officer shall state the purpose of the meeting.
SECTION 8. PARTICIPATION BY CONFERENCE TELEPHONE. Directors of the
Corporation may participate in a meeting of the Board of Directors by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and participation in a
meeting by that means shall constitute presence in person at the meeting.
SECTION 9. WAIVE OF NOTICE. A director may waive notice of a meeting of
the Board of Directors. A waiver of notice by a director entitled to notice is
effective whether given before, at, or after the meeting, and whether given in
writing, orally, or by attendance. Attendance by a director at a meeting is a
waiver of notice of that meeting, except where the director objects at the
beginning of the meeting to the transaction of business because the meeting was
not lawfully called or convened and does not participate thereafter in the
meeting.
SECTION 10. ABSENT DIRECTORS. A director may give advance written
consent or opposition to a proposal to be acted on at a meeting of the Board of
Directors by actual delivery prior to the meeting of such advance written
consent or opposition to the Chairman of the Board or the Chief Executive
Officer or a director who is present at the meeting. If the director is not
present at the meeting, advance written consent or opposition to a proposal
shall not constitute presence for purposes of determining the existence of a
quorum, but consent or opposition shall be counted as a vote in favor of or
against the proposal and shall be entered in the minutes or other record of
action at the meeting, if the proposal acted on at the meeting is substantially
the same or has substantially the same effect as the proposal to which the
director has consented or objected.
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SECTION 11. QUORUM. At all meetings of the Board of Directors a
majority of the directors shall constitute a quorum for the transaction of
business, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by applicable statute or by the Articles
of Incorporation. If a quorum shall not be present at any meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present. If a quorum is present at the call of a meeting, the directors may
continue to transact business until adjournment notwithstanding the withdrawal
of enough directors to leave less than a quorum.
SECTION 12. ORGANIZATION OF MEETINGS. The Chairman of the Board shall
preside at ALL meetings of the Board of Directors, and in his or her absence the
Chief Executive Officer shall act as Chairman. The Secretary shall act as
secretary of all meetings of the Board of Directors, and in his or her absence
any person appointed by the Chairman shall act as secretary.
SECTION 13. ACTION WITHOUT MEETING. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a
meeting, if a written consent thereto is signed by all members of the Board of
Directors and such written consent is filed with the minutes of proceedings of
the Board of Directors. If the proposed action need not be approved by the
shareholders and the Articles of Incorporation so provide, action may be taken
by written consent signed by the number of directors that would be required to
take the same action at a meeting of the Board of Directors at which all
directors were present. Such action shall be effective on the date on which the
last signature is placed on such writing or writings, or such other effective
date as is set forth therein.
SECTION 14. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may not be paid a fixed sum for attendance at each meeting of the Board of
Directors nor a stated salary as director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.
SECTION 15. COMMITTEES OF THE BOARD OF DIRECTORS. The Board of
Directors may, by resolution passed by a majority of the whole board, designate
one or more committees, each committee to consist of two or more of the
directors of the Corporation, which, to the extent provided in the resolution,
shall have and may exercise the powers 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. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required. The Chief Executive Officer shall serve as a member of the
Executive Committee if one is established.
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ARTICLE IV.
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a Chairman, a Chief Executive Officer, a
Vice President, a Chief Financial Officer, a Secretary and a Treasurer. The
Board of Directors may also choose additional Vice Presidents, and one or more
Assistant Secretaries and Assistant Treasurers. Two or more offices may be held
by the same person, except that where the offices of Chief Executive Officer and
Secretary are held by the same person, such person shall not hold any other
office.
SECTION 2. ELECTION. The Board of Directors at its first meeting after
each annual meeting of shareholders shall choose a Chairman, a Chief Executive
Officer, one or more Vice Presidents, a Chief Financial Officer, a Secretary and
a Treasurer.
SECTION 3. OTHER OFFICERS AND AGENTS. The Board of Directors may
appoint such other officers and agents as it shall deem necessary who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board.
SECTION 4. SALARIES. The salaries of all officers and agents of the
Corporation shall be fixed by the Board of Directors.
SECTION 5. TERM OF OFFICE. The officers of the Corporation shall hold
office until their successors are chosen and qualify. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the Board of Directors. Any vacancy occurring
in any office of the Corporation shall be filled by the Board of Directors.
SECTION 6. CHAIRMAN. The Chairman shall preside at all meetings of the
shareholders and the Board of Directors and shall see that all orders and
resolutions of the Board of Directors are carried into effect. In addition, he
or she shall have such other duties as may from time to time be prescribed by
the Board of Directors.
SECTION 7. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer of the
Corporation shall have the general and active management of the business of the
Corporation and may use the title of President. He or she shall execute and
deliver in the name of the Corporation, any deeds, mortgages, bonds, contracts,
or other instruments pertaining to the business of the Corporation and in
addition, shall have such other duties as may from time to time be prescribed by
the Board of Directors.
SECTION 8. VICE PRESIDENT. The Vice President, or if there shall be
more than one, the vice presidents in the order determined by the Board of
Directors, shall, in the absence or disability of the Chief Executive Officer,
perform the duties and exercise the powers of the Chief Executive Officer and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.
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SECTION 9. CHIEF FINANCIAL OFFICER. The Chief Financial Officer of the
Corporation shall have overall responsibility for supervision of the
Corporation's finances, including but not limited to, corporate borrowings,
maintaining books of account, administration of accounts receivable and payable,
supervision of the finances and accounts of subsidiaries, record keeping and
administration of insurance and benefit plans, and maintenance of internal audit
and control systems and shall perform such other duties as may from time to time
be prescribed by the Board of Directors or the Chief Executive Officer.
SECTION 10. TREASURER. The Treasurer shall have the custody of the
corporate funds and 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 be designated by the Board of
Directors. He or she shall disburse the funds of the Corporation as may be
ordered by the Chief Financial Officer, or the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Chief Financial Officer
and the Board of Directors, at its regular meetings, or when the Chief Financial
Officer or the Board of Directors so requires, an account of all his or her
transactions as Treasurer and of the financial condition of the Corporation. If
required by the Board of Directors, he or she shall give the Corporation a bond
(which shall be renewed every six years) in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his or her office and for the restoration to the
Corporation, in case of his or her death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his or her possession or under his control belonging to the
Corporation.
SECTION 11. ASSISTANT TREASURER. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
SECTION 12. SECRETARY. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the Corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or Chief Executive Officer, under whose supervision he or
she shall be. The Secretary shall have custody of the corporate seal of the
Corporation and he or she, or an Assistant Secretary, shall have authority to
affix the same to any instrument requiring it and when so affixed, it may be
attested by his or her signature or by the signature of such Assistant
Secretary. The Board of Directors may give general authority to any other
officer to affix the seal of the Corporation and to attest the affixing by his
signature.
SECTION 13. ASSISTANT SECRETARY. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries in the order determined by the Board
of Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the
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Secretary and shall perform such otherduties and have such other powers as
the Board of Directors may from time to time prescribe.
ARTICLE V.
CERTIFICATES OF STOCK
SECTION 1. CERTIFICATES OF STOCK. 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 or a Vice President and the Chief Executive
Officer or the Secretary of the Corporation, certifying the number of shares
owned by him or her in the Corporation.
SECTION 2. FACSIMILE SIGNATURES. Where a certificate is signed (1) by a
transfer agent or an assistant transfer agent or (2) by a transfer clerk acting
on behalf of the Corporation and a registrar, the signature of any such
Chairman, President, Vice President, or Secretary may be facsimile. In case any
officer or officers who have signed, or whose facsimile signature or signatures
have been used on, any such certificate or certificates shall cease to be such
officer or officers of the Corporation, whether because of death, resignation or
otherwise, before such certificate or certificates have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon had not ceased to be such officer or officers
of the Corporation.
SECTION 3. LOST OR DESTROYED CERTIFICATES. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his, her or its legal representative, to advertise the same in
such manner as it shall require and/or to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost or
destroyed.
SECTION 4. TRANSFER OF STOCK. Upon surrender to the Corporation or the
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 to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
SECTION 5. REGISTERED SHAREHOLDERS. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
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not it shall have express or other notice thereof, except as otherwise provided
by the laws of Minnesota.
ARTICLE VI.
GENERAL PROVISIONS
SECTION 1. DIVIDENDS. Dividends upon the capital stock of the
Corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares of
the capital stock, subject to the provisions of the Articles of Incorporation.
SECTION 2. RESAVES. Before payment of any dividend, there may be set
aside out of any funds of the Corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the directors shall think conducive to the interest of
the Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
SECTION 3. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
SECTION 4. FISCAL YEAR. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
ARTICLE VII.
AMENDMENTS
SECTION 1. AMENDMENTS. The power to make, alter, amend or rescind these
Bylaws is vested in the Board of Directors, subject to the power of the
shareholders to adopt, amend or repeal these Bylaws, as permitted by applicable
statute.
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