Exhibit 3.2
INFORMATION HOLDINGS INC.
Incorporated Under the General Corporation Law
of the State of Delaware
AMENDED AND RESTATED BYLAWS
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ARTICLE I.
OFFICES
The registered office of INFORMATION HOLDINGS INC. (the "Corporation") in
Delaware shall be at 1013 Centre Road, in the City of Wilmington, County of New
Castle, in the State of Delaware, and Corporation Service Company shall be the
resident agent of the Corporation in charge thereof. The Corporation may also
have such other offices at such other places, within or without the State of
Delaware, as the board of directors of the Corporation (the "Board of
Directors") may from time to time designate or the business of the Corporation
may require.
ARTICLE II.
STOCKHOLDERS
SECTION 1. Annual Meeting. The annual meeting of stockholders for the
election of directors and the transaction of any other business shall be held on
such date, in such city and state and at such time and place as may be
designated by the Board of Directors, which shall be set forth in the notice of
such meeting. At the annual meeting any business may be transacted and any
corporate action may be taken, whether stated in the notice of meeting or not,
except as otherwise expressly provided by statute, the Certificate of
Incorporation or these Bylaws.
SECTION 2. Special Meetings. Special meetings of the stockholders for any
purpose may be called at any time by the Board of Directors, the Chairman of the
Board or the Chief Executive Officer and shall be called by the Chief Executive
Officer at the request of the holders of a majority of the outstanding shares of
capital stock entitled to vote. Special meetings shall be held at such place or
places within or without the State of Delaware as shall from time to time be
designated by the Board of Directors and stated in the notice of such meeting.
At a special meeting no business shall be transacted and no corporate action
shall be taken other than that stated in the notice of the meeting.
SECTION 3. Notice of Meetings. Written notice of the time and place of any
stockholders' meeting, whether annual or special, shall be given to each
stockholder entitled to vote thereat, by personal delivery or by mailing the
same to him at his address as the same appears upon the records of the
Corporation at least ten (10) days but not more than sixty (60)
days before the day of the meeting. Notice of any adjourned meeting need not be
given except by announcement at the meeting so adjourned, unless otherwise
ordered in connection with such adjournment. Such further notice, if any, shall
be given as may be required by law.
SECTION 4. Quorum. Any number of stockholders, together holding at least a
majority of the capital stock of the Corporation issued and outstanding and
entitled to vote, who shall be present in person or represented by proxy at any
meeting duly called, shall constitute a quorum for the transaction of all
business, except as otherwise provided by law, by the Certificate of
Incorporation or by these Bylaws.
SECTION 5. Adjournment of Meetings. If less than a quorum shall attend at
the time for which a meeting shall have been called, the meeting may be
adjourned from time to time by a majority vote of the stockholders present or
represented by proxy and entitled to vote, without notice other than by
announcement at the meeting until a quorum shall attend. Any meeting at which a
quorum is present may also be adjourned in like manner and for such time or upon
such call as may be determined by a majority vote of the stockholders present or
represented by proxy and entitled to vote. At any adjourned meeting at which a
quorum shall be present, any business may be transacted and any corporate action
may be taken which might have been transacted at the meeting as originally
called.
SECTION 6. Voting List. The officer or agent having charge of the stock
ledger of the Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at such 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 purposes germane to the meeting, during ordinary business hours, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held, for said ten (10) days. The list shall also be
produced and kept at the time and place of meeting during the whole time thereof
and subject to the inspection of any stockholder who may be present.
SECTION 7. Voting. Each stockholder entitled to vote at any meeting may
vote either in person or by proxy, but no proxy shall be voted on or after three
(3) years from its date, unless said proxy provides for a longer period. Each
stockholder entitled to vote shall at every meeting of the stockholders be
entitled to one vote for each share of stock registered in his name on the
record of stockholders. At all meetings of stockholders, all matters, except as
otherwise provided by statute, the Certificate of Incorporation or these Bylaws,
and except for the election of directors which shall be determined by a
plurality of the votes cast, shall be determined by the affirmative vote of the
majority of shares present in person or by proxy and entitled to vote on the
subject matter. Voting at meetings of stockholders need not be by written
ballot.
SECTION 8. Record Date of Stockholders. The Board of Directors is
authorized to fix in advance a date not more than sixty (60) days nor less than
ten (10) days preceding the date of any meeting of stockholders, or the date for
the payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or as a record date for the determination of the stockholders entitled
to notice of, and to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of
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any such dividend, or to any such allotment of rights, or to exercise the rights
in respect of any such change, conversion or exchange of capital stock, and, in
such case, such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting, and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any stock on the books of the
Corporation, after such record date fixed as aforesaid.
SECTION 9. Conduct of Meetings. The Chief Executive Officer or any Vice
President designated by the Chief Executive Officer, shall preside at all
regular or special meetings of stockholders. To the maximum extent permitted by
law, such presiding person shall have the power to set procedural rules,
including but not limited to rules respecting the time allotted to stockholders
to speak, governing all aspects of the conduct of such meetings.
ARTICLE III.
DIRECTORS
SECTION 1. Number and Qualifications. On the effective date of these
Bylaws, the Board of Directors shall consist of three (3) directors and
thereafter shall consist of such number as may be fixed from time to time by
resolution of the Board of Directors. The directors need not be stockholders.
SECTION 2. Election of Directors. The directors of the Corporation shall
be elected by a plurality of the votes cast by the stockholders at the annual
meeting of stockholders.
SECTION 3. Removal and Resignation of Directors. Any director may be
removed from the Board of Directors only for cause by the holders of a majority
of the shares of capital stock entitled to vote, at any special meeting of the
stockholders called for that purpose, and the office of such director shall
forthwith become vacant.
Any director may resign at any time. Such resignation shall take effect at
the time specified therein, and if no time be specified, at the time of its
receipt by the Chief Executive Officer or Secretary. The acceptance of a
resignation shall not be necessary to make it effective, unless so specified
therein.
SECTION 4. Filling of Vacancies. Any vacancy among the directors,
occurring from any cause whatsoever, may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining director;
provided, however, that the stockholders removing any director may at the same
meeting fill the vacancy caused by such removal; and provided, further, that if
the directors fail to fill any such vacancy, the stockholders may at any special
meeting called for that purpose fill such vacancy. In case of any increase in
the number of directors, the additional directors may be elected by the
directors in office before such increase.
Any person elected to fill a vacancy shall hold office, subject to the
right of removal as hereinbefore provided, until the next annual election and
until his successor is elected and qualifies.
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SECTION 5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times as may be determined from time to time by resolution
of the Board of Directors.
SECTION 6. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors or by the Chief
Executive Officer.
SECTION 7. Notice and Place of Meetings. Meetings of the Board of
Directors may be held at the principal office of the Corporation or at such
other place as shall be stated in the notice of such meeting. Notice of any such
meeting shall be given in compliance with applicable law.
SECTION 8. Business Transacted at Meetings, etc. Any business may be
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or not,
unless special notice of such business or proposed action shall be required by
statute.
SECTION 9. Quorum. A majority of the Board of Directors at any time in
office shall constitute a quorum. At any meeting at which a quorum is present,
the vote of a majority of the members present shall be the act of the Board of
Directors unless the act of a greater number is specifically required by law or
by the Certificate of Incorporation or these Bylaws. The members of the Board of
Directors shall act only as the Board of Directors and the individual members
thereof shall not have any powers as such.
SECTION 10. Compensation. The directors shall not receive any salary for
their services as directors, but by resolution of the Board of Directors a fee
(payable in cash or securities, as determined by the Board of Directors) and
expenses of attendance may be allowed for attendance at each meeting. Nothing
herein contained shall preclude any director from serving the Corporation in any
other capacity, as an officer, agent or otherwise, and receiving compensation
therefor.
SECTION 11. Action Without a Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors, or of any committee of the
Board of Directors (each a "Committee"), may be taken without a meeting if all
members of the Board of Directors or Committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of the Board of Directors.
SECTION 12. Meetings Through Use of Communications Equipment. Members of
the Board of Directors, or any Committee, may, except as otherwise provided by
law, the Certificate of Incorporation or these Bylaws, participate in a meeting
of the Board of Directors, or any Committee, by means of a conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other, and such participation shall constitute
presence in person at the meeting.
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ARTICLE IV.
COMMITTEES
SECTION 1. Executive Committee. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one (1) or more
of their number to constitute an Executive Committee to hold office at the
pleasure of the Board of Directors, which Committee shall, during the intervals
between meetings of the Board of Directors, have and exercise all of the powers
of the Board of Directors in the management of the business and affairs of the
Corporation, subject only to such restrictions or limitations as the Board of
Directors may from time to time specify, or as limited by law, and shall have
power to authorize the seal of the Corporation to be affixed to all papers which
may require it.
Any member of the Executive Committee may be removed at any time, with or
without cause, by a resolution passed by a majority of the whole Board of
Directors.
Any person ceasing to be a director shall ipso facto cease to be a member
of the Executive Committee.
Any vacancy in the Executive Committee occurring from any cause whatsoever
may be filled from among the directors by a resolution passed by a majority the
whole Board of Directors.
SECTION 2. Other Committees. Other Committees may be appointed by
resolution of the whole Board of Directors, which Committees shall hold office
for such time and have such powers and perform such duties as may from time to
time be assigned to them by the Board of Directors.
SECTION 3. Resignation. Any member of a Committee may resign at any time.
Such resignation shall be made in writing and shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
the Chief Executive Officer or Secretary. The acceptance of a resignation shall
not be necessary to make it effective unless so specified therein.
SECTION 4. Quorum. A majority of the members of a Committee shall
constitute a quorum. The act of a majority of the members of a Committee present
at any meeting at which a quorum is present shall be the act of such Committee.
The members of a Committee shall act only as a Committee, and the individual
members thereof shall not have any powers as such.
SECTION 5. Record of Proceedings, etc. Each Committee shall keep a record
of its proceedings, which record shall be filed with the minutes of the
proceedings of the Board of Directors.
SECTION 6. Organization, Meetings, Notices, etc. A Committee may hold its
meetings at the principal office of the Corporation, or at any other place which
a majority of the Committee may at any time agree upon. Each Committee may make
such rules as it may deem expedient for the regulation and carrying on of its
meetings and proceedings. Unless otherwise ordered by the Executive Committee,
any notice of a meeting of such Committee may be given by the Secretary of the
Corporation or by the chairman of the Committee and shall be sufficiently given
if mailed to each member at his residence or usual place of business at least
five (5) days before the day on which the meeting is to be held, or if sent to
him at such place by facsimile, telegraph or cable, or delivered personally or
by telephone not later than twenty-four (24) hours before the time at which the
meeting is to be held.
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SECTION 7. Compensation. The members of any Committee shall be entitled to
such compensation as may be allowed them by resolution of the Board of
Directors.
ARTICLE V.
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a Chief
Executive Officer, a President, one or more Vice Presidents, a Secretary, a
Treasurer, and such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article V. The Board of Directors in its
discretion may also elect a Chairman of the Board of Directors.
SECTION 2. Election, Term of Office and Qualifications. The officers,
except as provided in Section 3 of this Article V, shall be appointed by the
Board of Directors. Each such officer shall, except as herein otherwise
provided, hold office until his successor shall have been chosen and shall
qualify. Except as otherwise provided by law, any number of offices may be held
by the same person.
SECTION 3. Other Officers. Other officers, including one or more
additional executive or senior vice presidents, vice presidents, assistant
secretaries or assistant treasurers, may from time to time be appointed by the
Board of Directors or Executive Committee, which other officers shall have such
powers and perform such duties as may be assigned to them by authority
appointing them.
SECTION 4. Removal of Officers. Any officer of the Corporation may be
removed from office, with or without cause, by a vote of a majority of the Board
of Directors.
SECTION 5. Resignation. Any officer of the corporation may resign at any
time. Such resignation shall be in writing and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the Chief Executive Officer or Secretary. The acceptance of a resignation shall
not be necessary in order to make it effective, unless so specified therein.
SECTION 6. Filling of Vacancies. A vacancy in any office shall be filled
by the Board of Directors or by the authority appointing the predecessor in such
office.
SECTION 7. Compensation. The compensation of the officers shall be fixed
by the Board of Directors, or by any Committee upon whom power in that regard
may be conferred by the Board of Directors.
SECTION 8. Chairman of the Board of Directors. The Chairman of the Board
of Directors shall be a director and shall preside at all meetings of the Board
of Directors at which he shall be present, and shall have such power and perform
such duties as may from time to time be assigned to him by the Board of
Directors.
SECTION 9. Chief Executive Officer and/or President. The Chief Executive
Officer and/or President shall, when present, preside at all meetings of the
stockholders. He shall have power to call special meetings of the stockholders
or of the Board of Directors at any time. He shall be the chief executive
officer of the Corporation, and shall have the general direction of the
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business, affairs and property of the Corporation, and of its several officers,
and shall have and exercise all such powers and discharge such duties as usually
pertain to the office of Chief Executive Officer and/or President.
SECTION 10. Vice Presidents. The Vice Presidents, or any of them, shall,
subject to the direction of the Board of Directors, at the request of the Chief
Executive Officer and/or President or in his absence, or in case of his
inability to perform his duties for any cause, perform the duties of the Chief
Executive Officer and/or President, and, when so acting, shall have all the
powers of, and be subject to all restrictions upon, the Chief Executive Officer.
The Vice Presidents shall also perform such other duties as may be assigned to
them by the Board of Directors, and the Board of Directors may determine the
order of priority among the Vice Presidents.
SECTION 11. Secretary. The Secretary shall perform such duties as are
usually incident to the office of Secretary, or as may from time to time be
assigned to him by the Board of Directors, or as are prescribed by these Bylaws.
SECTION 12. Treasurer. The Treasurer shall perform such duties and have
powers as are usually incident to the office of Treasurer or may from time to
time be assigned to him by the Board of Directors.
ARTICLE VI.
CAPITAL STOCK
SECTION 1. Issuance of Certificates of Stock. Certificates of capital
stock shall be in such form as shall be approved by the Board of Directors. They
shall be numbered in the order of their issuance and shall be signed by (i) the
Chairman of the Board of Directors, the Chief Executive Officer, the President,
if any, or one of the Vice Presidents, and (ii) the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, and the seal of the
Corporation or a facsimile thereof shall be impressed or affixed or reproduced
thereon; provided, however, that where such certificates are signed by a
transfer agent or an assistant transfer agent or by a transfer clerk acting on
behalf of the Corporation and a registrar, the signature of any such officers of
the Corporation may be facsimile. In case any officer or officers who shall have
signed, or whose facsimile signature or signatures shall 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 shall have been delivered by the Corporation, such
certificate or certificates may nevertheless be issued and delivered as though
the person or persons who signed such certificate or certificates, or whose
facsimile signature or signatures shall have been used thereon, have not ceased
to be such officer or officers of the Corporation.
SECTION 2. Registration and Transfer of Shares. The name of each person
owning one or more shares of the capital stock of the corporation shall be
entered on the books of the Corporation together with the number of shares held
by him, the numbers of the certificates covering such shares and the dates of
issuance of such certificates. The shares of stock of the Corporation shall be
transferable on the books of the Corporation by the holders thereof in
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person, or by their duly authorized attorneys or legal representatives, on
surrender and cancellation of certificates for a like number of shares,
accompanied by an assignment or power of transfer endorsed thereon or attached
thereto, duly executed, and with such proof of the authenticity of the signature
as the Corporation or its agents may reasonably require. A record shall be made
of each transfer.
The Board of Directors may make other and further rules and regulations
concerning the transfer and registration of certificates for stock and may
appoint a transfer agent or registrar or both and may require all certificates
of stock to bear the signature of either or both.
SECTION 3. Lost, Stolen, Destroyed and Mutilated Certificates. The holder
of any stock of the Corporation shall immediately notify the Corporation of any
loss, theft, destruction or mutilation of the certificates therefor. The
Corporation may issue a new certificate of stock in the place of any certificate
theretofore issued by it alleged to have been lost, stolen, destroyed or
mutilated, and the Board of Directors may, in its discretion, require the owner
of the lost, stolen, destroyed or mutilated certificate, or his legal
representatives, to give the Corporation a bond, in such sum not exceeding
double the value of the stock and with such surety or sureties as they may
require, to indemnify it against any claim that may be made against it by reason
of the issuance of such new certificate and against all other liability in the
premises, or may remit such owner to such remedy or remedies as he may have
under the laws of the State of Delaware.
ARTICLE VII.
DIVIDENDS, SURPLUS, ETC.
SECTION 1. General Discretion of Directors. The Board of Directors shall
have power to fix and vary the amount to be set aside or reserved as working
capital of the Corporation, or as reserves, or for other proper purposes of the
Corporation, and, subject to the requirements of the Certificate of
Incorporation, to determine whether any part of the surplus or net profits of
the Corporation shall be declared as dividends and paid to the stockholders, and
to fix the date or dates for the payment of any dividends.
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ARTICLE VIII.
MISCELLANEOUS PROVISIONS
SECTION 1. Fiscal Year. The fiscal year of the Corporation shall commence
on the first day of January and end on the last day of December, or such other
dates as may be determined by the Board of the Directors.
SECTION 2. Corporate Seal. The corporate seal shall be in such form as
approved by the Board of Directors and may be altered at their pleasure. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
SECTION 3. Notices. Except as otherwise expressly provided, any notice
required by these Bylaws to be given shall be sufficient if given by depositing
the same in a post office or letter box in a sealed postpaid wrapper addressed
to the person entitled thereto at his address, as the same appears upon the
books of the Corporation, or transmitted by facsimile, telegraph or cable the
same to such person at such address; and such notice shall be deemed to be given
at the time it is mailed, transmitted by facsimile, telegraphed or cabled.
SECTION 4. Waiver of Notice. Any stockholder or director may at any time,
by writing or by facsimile, telegraph or cable, waive any notice required to be
given under these Bylaws, and if any stockholder or director shall be present at
any meeting his presence shall constitute a waiver of such notice.
SECTION 5. Checks, 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 shall from time to time be designated by
resolution of the Board of Directors.
SECTION 6. Deposits. All funds of the Corporation shall be deposited from
time to time to the credit of the Corporation in such bank or banks, trust
companies or other depositories as the Board of Directors may select, and, for
the purpose of such deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any officer of the Corporation,
or by such agents of the Corporation as the Board of Directors or the Chief
Executive officer may authorize for that purpose.
SECTION 7. Voting Stock of Other Corporations. Except as otherwise ordered
by the Board of Directors or the Executive Committee, any executive officer of
the Corporation shall have full power and authority on behalf of the Corporation
to attend and to act and to vote at any meeting of the stockholders of any
corporation of which the Corporation is a stockholder and to execute a proxy to
any other person to represent the Corporation at any such meeting, and at any
such meeting, such executive officer or the holder of any such proxy, as the
case may be, shall possess and may exercise any and all rights and powers
incident to ownership of such stock and which rights and powers the Corporation
might have possessed and exercised if present. The Board of Directors or the
Executive Committee may from time to time confer like powers upon any other
person or persons.
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SECTION 8. Indemnification of Officers and Directors. The Corporation
shall indemnify any and all of its directors, officers, trustees, employees or
agents in accordance with the Corporation's Certificate of Incorporation.
SECTION 9. Interested Directors; Quorum. No contract or transaction
between the Corporation and one or more of its directors or officers of a
corporation, partnership, association, or other organization or entity in which
one or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board of Directors or Committee thereof which authorizes the contract or
transaction, or solely because his or their votes are counted for such purpose,
if: (1) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the Committee, and the Board of Directors or Committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (2) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the Stockholders; or (3) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved or ratified by the Board of Directors, a committee thereof, or the
stockholders. Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a Committee
which authorizes the contract or transaction.
ARTICLE IX.
AMENDMENTS
SECTION 1. Amendments. The Board of Directors shall have the power to
make, rescind, alter, amend and repeal these Bylaws, provided, however, that the
stockholders shall have power to rescind, alter, amend or repeal any bylaws made
by the Board of Directors, and to enact bylaws which if so expressed shall not
be rescinded, altered, amended or repealed by the Board of Directors.
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