BYLAWS
OF
MERRILL/NEW YORK COMPANY
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 Treasurer, upon demand of any shareholder holding three percent
(3%) or more of 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. NOTICE 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 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, by the Articles
of Incorporation or by any applicable agreement among shareholders, may be
called by the Chairman of the Board or Treasurer and shall be called by the
Chairman of the Board or Treasurer at the request in writing of any member 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 Treasurer, 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 of 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 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 entitled to vote at a meeting, present in person or
by proxy at the 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 his 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, the Articles of
Incorporation or any applicable agreement among shareholders, 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 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
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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. CUMULATIVE VOTING. Notwithstanding the provisions of
Sections 9 and 10 of this Article II, if notice, in writing, is given by any
shareholder to any officer of the Corporation before the meeting, or to the
presiding officer at the meeting at which the election is to occur at any time
before the election of directors at the meeting, that he or she intends to
cumulate his or her votes in such election, each shareholder shall have the
right to multiply the number of votes to which he or she may be entitled by the
number of directors to be elected, and he or she may cast all such votes for one
candidate or distribute them among any two or more candidates. In such case it
shall be the duty of the presiding officer prior to the election of directors to
announce that such notice has been given.
SECTION 12. 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 13. ORGANIZATION OF MEETINGS. The Chairman of the Board shall
preside at all meetings of the shareholders, and in his or her absence the Vice
Chairman of the Board or the President 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.
SECTION 14. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at a shareholders' meeting may be taken without a meeting if
authorized by a writing or writings signed by all of the holders of shares who
would be entitled to vote on that action. Such action shall be effective on the
date on which the last signature is placed on such writing or writings, unless a
different effective date is provided in the written action. If any action so
taken requires a certificate to be filed in the office of the Secretary of
State, the officer signing such certificate shall state therein that the action
was effected in the manner aforesaid.
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, by the Articles of Incorporation, by these Bylaws or by any applicable
agreement among shareholders required to be exercised or done by the
shareholders.
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SECTION 2. NUMBER AND TERM OF OFFICE. The number of directors which
shall constitute the whole board shall be determined by the Board of Directors
or by the shareholders at a regular meeting; provided, however, that the number
of directors shall not be less than five (5) except upon the affirmative vote of
the shareholders holding not less than two-thirds (2/3) of the issued and
outstanding shares of the Corporation. Except as otherwise permitted by statute
or provided by any applicable agreement among shareholders, the directors shall
be elected at each regular meeting of the Corporation's shareholders (or at any
special meeting of the shareholders called for that purpose) by a majority of
the voting power of the shares represented and voting (subject to the right of
cumulative voting as provided in Section 11, Article II hereof), and each
director shall be elected to serve until the next regular meeting of the
shareholders or until his or her successor shall have been duly elected and
qualified.
SECTION 3. RESIGNATION AND REMOVAL. Any 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. 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 5. 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 6. CALLING MEETINGS. Meetings of the Board of Directors may be
called by (i) the Chairman of the Board 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
Chairman of the Board shall state the purpose of the meeting.
SECTION 7. 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.
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SECTION 8. WAIVER 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 9. 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, the Vice Chairman of the
Board or President, 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.
SECTION 10. 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, by the Articles of
Incorporation or by any applicable agreement among shareholders. If a quorum
shall not be present at any meeting of the Board of Directors, the directors
present thereat may adjourn the 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 11. 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
Vice Chairman of the Board or President 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 12. 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.
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SECTION 13. COMPENSATION OF DIRECTORS. By resolution of the Board of
Directors, each director may be paid his or her expenses, if any, of attendance
at each meeting of the Board of Directors, and may be paid a stated amount as a
director or a fixed sum for attendance at each meeting of the Board of
Directors, or both. No such payment shall preclude a director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV.
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be chosen
by the Board of Directors and shall include Chairman of the Board, a
President, a Secretary, and a Treasurer. The Board of Directors may also
choose one or more Vice Chairmen of the Board, one or more Executive Vice
Presidents, one or more Vice Presidents, and one or more Assistant
Secretaries and Assistant Treasurers. Any number of offices or functions of
those offices may be held or exercised by the same person.
SECTION 2. ELECTION. The Board of Directors at its first meeting after
each regular meeting of shareholders shall choose a Chairman of the Board, a
President, 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 of Directors.
SECTION 4. SALARIES. The salaries of all officers 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 with or without cause at any
time by the affirmative vote of a majority of the Board of Directors. Any
officer may resign at any time by giving written notice to the Chairman of the
Board or the Secretary of the Corporation. Any vacancy occurring in any office
of the Corporation shall be filled by the Board of Directors.
SECTION 6. THE CHAIRMAN OF THE BOARD . POWERS AND DUTIES. The Chairman
of the Board shall be the Chief Executive Officer of the Corporation, shall
preside at all meetings of the Board of Directors and the shareholders, shall
have general and active management of the business of the Corporation, shall see
that all orders and resolutions of the Board of Directors are carried into
effect, and shall perform such other duties prescribed by the Board of
Directors. He or she or the President shall execute bonds, mortgages, and other
contracts of the Corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing and execution thereof
shall be expressly delegated by the Board of Directors to some other officer or
agent of the Corporation, and shall maintain records of and, whenever necessary,
certify all proceedings of the Board of Directors and the shareholders. Except
as otherwise prescribed by these Bylaws or the Board of Directors, he or she
shall prescribe duties of other officers.
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SECTION 7. VICE CHAIRMAN OF THE BOARD. POWERS AND DUTIES. The Vice
Chairman of the Board, if any, or if there shall be more than one, the Vice
Chairmen of the Board in the order determined by the Board of Directors, shall
report directly to the Chairman of the Board and shall perform such duties as
may be assigned by the Chairman of the Board. In the absence of the Chairman of
the Board, he or she shall perform such duties of the Chairman as shall be
assigned to him or her by the Board of Directors.
SECTION 8. PRESIDENT. POWERS AND DUTIES. The President shall be the
Chief Operating Officer of the Corporation, shall report directly to the
Chairman of the Board, and shall perform such duties as may be assigned by the
Chairman of the Board. He or she or the Chairman shall execute bonds,
mortgages, and other contracts of the Corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the Corporation. In the absence of
the Chairman of the Board, he or she shall perform such duties of the Chairman
as shall be assigned to him or her by the Board of Directors.
SECTION 9. EXECUTIVE VICE PRESIDENT. POWERS AND DUTIES. The Executive
Vice President, if any, or if there shall be more than one, the Executive Vice
Presidents in the order determined by the Board of Directors, shall perform such
duties and have such powers as the Board of Directors, the Chairman or the
President may from time to time prescribe.
SECTION 10. THE VICE PRESIDENT. POWERS AND DUTIES. The Vice President,
if any, or if there shall be more than one, the Vice Presidents in the order
determined by the Board of Directors, shall perform such duties and have such
powers as the Board of Directors, the Chairman or the President may from time to
time prescribe.
SECTION 11. THE SECRETARY. POWERS AND DUTIES. 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. He or she
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, the Chairman or President, under
whose supervision he or she shall be.
SECTION 12. ASSISTANT SECRETARY. POWERS AND DUTIES. 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 Secretary and shall
perform such other duties and have such other powers as the Board of Directors,
the Chairman or the President may from time to time prescribe.
SECTION 13. THE TREASURER. POWERS AND DUTIES. The Treasurer shall be
the Chief Financial Officer of the Corporation, shall have custody of the
Corporation's funds and securities, shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation, shall deposit
all monies 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,
and shall perform such other duties prescribed by the Board of Directors, the
Chairman or by the President.
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SECTION 14. TREASURER'S ACCOUNTING. He or she shall disburse such funds
of the Corporation as may be ordered by the Board of Directors, taking proper
vouchers for such disbursements, and shall render to the Chairman of the Board
and the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his or her transactions as Treasurer
and of the financial condition of the Corporation.
SECTION 15. TREASURER'S BOND. If required by the Board of Directors, he
or she shall give the Corporation a bond (which shall be renewed every six (6)
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
or her control belonging to the Corporation.
SECTION 16. ASSISTANT TREASURER. POWERS AND DUTIES. 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, the Chairman or the President 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 President and the Secretary or an Assistant Secretary
of the Corporation, if there be one, certifying the number of shares owned by
him or her in the Corporation. The certificates of stock of each class shall be
numbered in the order of their issue.
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
President, Secretary or Assistant 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 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 or her legal representative, to advertise the same in such
manner
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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. TRANSFERS 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 shall be
entitled to hold liable for calls and assessments a person so 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 not it shall have express or other notice thereof, except as
otherwise provided by applicable statute.
ARTICLE VI.
GENERAL PROVISIONS
SECTION 1. DIVIDENDS. Subject to the provisions of the applicable
statute and the Articles of Incorporation, dividends upon the capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting, and may be paid in cash, in property, or in shares of the
capital stock.
SECTION 2. RESERVES. 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 purposes 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.
SECTION 5. SEAL. The Corporation shall not have a corporate seal.
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 and by the Articles of Incorporation.
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