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EXHIBIT 3.20
BY-LAWS
OF
WILLIAM UNDERWOOD COMPANY
(A VOLUNTARY ASSOCIATION OR TRUST OPERATING UNDER
DECLARATION OF TRUST DATED JANUARY 1, 1915
REFERRED TO HERE AS THE "ASSOCIATION")
ARTICLE I.
OFFICERS.
1. The officers of the Association shall be a Chairman of
the Trustees, a President, a Treasurer, a Secretary, and such
other officers, including one or more Vice Presidents, one or
more Assistant Treasurers, and one or more Assistant Secretaries
as the Trustees may from time to time authorize and appoint. All
of said officers shall have such powers and duties as are
hereinafter set forth or as may be prescribed by the Declaration
of Trust or by Law.
Chairman 2. The Chairman, if one is chosen, shall when present
preside at all meetings of the Trustees and at all meetings of
the Shareholders. He shall have such other powers and perform
such other duties as may be prescribed by the Trustees.
President 3. The President shall preside at meetings of the Trustees
and of the Shareholders when the Chairman is not present or if
one has not been chosen. He shall be the chief executive officer
of the Association and subject always to the general supervision
and control of the Trustees and except as they may otherwise
order shall have the general supervision of its other officers
and personnel and of its property and the active management of
its business affairs other than financial, with authority to do
all acts necessary or proper in the conduct of such business,
including the power and authority to direct its operations, to
employ and discharge such agents and employees other than
officers of the Association as in his judgment the interests of
the Association may require, and to fix their compensation, to
purchase upon such terms as he shall deem desirable machinery,
supplies, materials, or other property necessary or desirable for
the prosecution of the business of the Association, to sell or
otherwise dispose of in the usual course of business the
merchandise or products of the Association upon such terms and in
such manner as he may deem desirable and to execute in the name
and on behalf of the Association bonds, contracts, agreements and
other documents relating to the Association or its business. He
shall have custody of the bond of
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the Treasurer if one is required. He shall have such other powers
and perform other duties as may be prescribed from time to time
by the Trustees or elsewhere in these By-Laws, or by the
Declaration of Trust, or as may be required by law.
Vice
Presidents 4. The Trustees may in their discretion elect one or more
Vice Presidents who shall perform such duties as the President
may from time to time assign to them or as may be delegated to
them by the Trustees. The Trustees at their election may
designate a Vice President as Executive Vice President and in
that event such Vice President shall have such additional duties
as may be assigned to him from time to time by the Trustees.
Treasurer 5. The Treasurer shall have general charge of the financial
affairs of the Association and custody, except as may be
otherwise provided herein, of all moneys, securities, valuable
papers, books and accounts of the Association, of the
Association's seal, and of the bonds of any other officers or
agents from whom a bond is required. He shall have authority in
the name and on behalf of the Association and in the usual course
of business, subject always to the general supervision and
control of the Trustees and of the President, and except as they
or he may otherwise order, to receive and hold all moneys and
make disbursements thereof, to borrow money for the current needs
of the Association and in the name of the Association to sign
checks, notes, drafts, contracts, assignments and transfers of
stock certificates or other securities, and other documents and
instruments relating to its business, provided, however, that all
notes or obligations given for money borrowed which are signed by
the Treasurer shall bear the written approval of at least one
Trustee in addition to the signature of the Treasurer. He shall
keep full and accurate accounts of the financial transactions of
the Association and shall make such statements or reports thereof
to the Trustees as they may from time to time require. Subject to
the approval of the President he shall have authority to employ
and discharge such agents and employees in connection with the
financial affairs of the Association as in his judgment the
interests of the Association may require, and to fix their
compensation. He shall, upon request of the Trustees or the
Chairman, attend meetings of the Trustees. He shall have such
other powers and shall perform such other duties as may be
prescribed by the Trustees or elsewhere in these By-Laws, or by
the Declaration of Trust, or as may be required by law.
Assistant
Treasurers 6. The Trustees may in their discretion elect one or more
Assistant Treasurers who shall perform such duties as the
Treasurer may from time to time assign to them or as may be
delegated to them by the Trustees.
Secretary 7. The Secretary shall be sworn to the faithful performance
of his duties. He shall attend all meetings of the Shareholders
and except as the Trustees may otherwise order, all meetings of
the Trustees, and shall keep
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accurate records thereof, and shall generally perform duties in
the nature of those performed by the Clerk of a Massachusetts
corporation. He shall have such other powers and perform such
other duties as may be prescribed by the Declaration of Trust, by
the Trustees, or elsewhere in these By-Laws, or by law.
Assistant
Secretary 8. The Assistant Secretaries, if one or more are chosen,
shall be sworn to the faithful performance of their duties. Such
Assistant Secretaries shall have such powers and duties as may be
delegated to them, or either of them, by the Secretary or by the
President. In the absence of the Secretary or in the event of his
death, resignation, or incapacity, except as the Trustees shall
otherwise order, such Assistant Secretaries, or either of them,
shall have the powers and perform the duties of the Secretary.
ARTICLE II.
SELECTION, TENURE AND ADDITIONAL QUALIFICATIONS OF OFFICERS
AND HONORARY TRUSTEES.
1. The Officers of the Association shall be elected annually
at the Annual Meeting of the Trustees, and by ballot.
2. The Chairman and the President shall be elected from
among the Trustees. Other officers need not be Trustees. No
officer need be a Shareholder.
3. All officers shall hold their respective offices for one
year and until the selection and qualification of their
respective successors, except that any officer may be removed at
any time by vote of, or resolution signed by, a majority of the
Trustees, and except that an officer chosen to fill a vacancy
shall hold office only until the next Annual Meeting of the
Trustees and the qualification of his successor.
4. Any officer may be required to give bond for the faithful
performance of his duties, in such amount and with such sureties
as the Trustees shall determine, the premium of which bond shall
be paid by the Association. In lieu of individual bonds, the
Trustees may provide for a blanket fidelity bond covering all or
certain officers and employees.
5. As provided in the Declaration of Trust as amended, the
Trustee may elect one or more Honorary Trustees. An Honorary
Trustee shall serve for the same term as Permanent Trustees. An
Honorary Trustee shall receive the same compensation as the
Permanent Trustees provided that an Honorary Trustee shall not be
entitled to receive shares of beneficial interest in the trust as
part of such compensation in any year following the year of his
retirement.
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ARTICLE III.
VACANCIES AND SUBSTITUTE OFFICERS AND AGENTS.
1. The Trustees may at any time fill a vacancy which may
occur for any reason in any office.
2. In the event that any officer or agent of the Association
is absent or temporarily unable to perform his duties, then,
except as otherwise provided in these By-Laws, the Trustees may
designate any person to exercise the powers and perform the
duties of such officer during the period of such absence or
disability. A statement that such absence or disability exists
contained in any vote of the Trustee conferring such authority
shall be binding and conclusive in favor of all persons not
acting in bad faith.
ARTICLE IV.
AUTHORITY TO SIGN CHECKS AND NOTES.
Authority elsewhere conferred in these By-Laws relative to
the signing of checks or oders for the withdrawal of funds of the
Association by certain officers shall not preclude the Trustees
from providing from time to time that such checks or orders may
be signed on behalf of the Association by other persons; and any
check or order for withdrawal of funds which is signed as
authorized by vote of the Trustees may be honored and paid in the
usual course of business.
Authority elsewhere conferred in these By-Laws relative to
the signing of notes or other obligations of the Association by
certain officers shall not preclude the Trustees from providing
from time to time that such notes or other obligations for money
borrowed may be signed on behalf of the Association by other
officers, provided, however, that they bear the written approval
of a Trustee other than the signer.
ARTICLE V.
MEETING OF TRUSTEES.
1. Regular meetings of the Trustees shall be held at such
times and at such places as the Trustees may by vote from time to
time determine.
2. The regular meeting of the Trustees which is held on the
day of or next following the day of the Annual Meeting of the
Shareholders, or of any meeting held in lieu thereof, shall be
considered the Annual Meeting of the Trustees; and at such
meeting the annual elections of officers shall be held,
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appointment of committees shall be made, and other general annual
business shall be transacted.
3. The Chairman, the President or the Treasurer or any two
Trustees shall have authority to convene any special meeting of
the Trustees, and such meetings may be held at such time and
place as shall be designated in the notice or waiver of notice of
the meeting.
4. The procedure at meetings of the Trustees shall be such
as shall from time to time be determined by them.
5. A majority of the Trustees shall constitute a quorum at
any meeting, but a majority of those present, even though less
than a quorum is present, may vote to adjourn.
6. The consent in writing of any Trustee to any vote or
action shall have the same effect as if he were personally
present at a legal meeting at which such action was authorized or
such vote passed.
7. In addition, the Trustees or any committee thereof may
act on all matters without meeting by resolution signed by all
Trustees or committee members entitled to vote at a meeting and
such resolution when so signed shall have the same force and
effect as a vote duly passed at a meeting of the Trustees or the
applicable committee.
ARTICLE VI.
NOTICE OF MEETINGS.
1. Any Shareholder or Trustee present at any meeting shall
be presumed to have received due notice thereof.
2. Any Shareholder or Trustee may waive notice of any
meeting either before or after the meeting by a writing filed
with the records of the meeting.
3. Any regular or special meeting of the Trustees shall be a
legal meeting without notice if all the Trustees are present or
if all the Trustees who are not present waive notice.
4. Any regular meeting, including the Annual Meeting, or the
Trustees shall be presumed to have been duly called, and not
further notice thereof shall be required, if such meeting is held
on the day and at such hour and place as shall have been fixed by
a vote taken at a previous meeting of the Trustees.
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5. Notices of meetings of the Trustees need not state the
purposes of the meeting.
6. Any notice required by the Declaration of Trust or by
these By-Laws may be given by mailing the same, postage prepaid,
addressed to the person entitled thereto at his usual or last
known place of business or residence as shown on the books of the
Association, and such notice shall be deemed given at the time of
such mailing.
7. When notice of a meeting of the Trustees is required,
such notice may be given orally, in writing, or by telephone or
telegram, and a notice of a meeting mailed, postage prepaid,
addressed to a Trustee at his usual or last known place of
business or residence at least three days before the date of the
meeting shall be sufficient notice to such Trustee in any event.
8. If by reason of war or otherwise communication with a
Shareholder or Trustee would be unlawful, notice to such
Shareholder or Trustee of any meeting held during the period when
such communication is unlawful shall not be requisite to the
validity of such meeting.
9. It shall be the duty of the Secretary to give such
notices of meetings as are required by these By-Laws, but in case
of his absence, death, resignation, incapacity, or refusal to
act, notice may be given by either the Assistant Secretary or the
person or persons ordering the meeting.
ARTICLE VII.
COMMITTEES.
1. The Trustees shall at their Annual Meeting appoint from
among their own number an Executive Committee, consisting of such
number of Trustees as they shall determine, and such other
committees as they shall determine.
Executive
Committee 2. Between meetings of the Trustees the Executive Committee
shall have the same power to direct or limit action by any of the
officers as the entire Board of Trustees would have, except in so
far as the Trustee may by vote expressly prescribe otherwise.
Without limiting the foregoing general powers, the Executive
Committee may at any time, except as these By-Laws otherwise
provide, designate a person to succeed temporarily to the powers
and perform the duties of any officer or agent who is absent or
disabled or where a vacancy exists for any reason; may determine
whether the Trustees desire to consider the purchase of shares
offered for transfer; and may waive or authorize waivers of
restrictions on the transfer of shares.
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The Executive Committee may choose their own presiding and
recording officers and the manner of their proceedings and may
act in meeting or otherwise, but shall cause a written record to
be kept of their proceedings and decisions, which shall be
available to all the Trustees at any time. Any member of the
Committee present at any meeting shall be presumed to have
received due notice thereof, and any member may waive notice; but
whenever notice is required a notice given in the manner
prescribed for meetings of Trustees shall be sufficient.
Other
Committees 3. Other committees shall consist of such number of Trustees
and other members and have such powers as the Trustees may
determine.
ARTICLE VIII.
SHARES AND TRANSFERS THEREOF.
1. The beneficial interest in the trust property shall be
divided into 1,000,000 shares. Such shares shall be evidenced by
certificates substantially in the form prescribed by Article X of
the Declaration of Trust.
2. Records of all certificates of shares outstanding shall
be maintained by the Trustees, and for this purpose the Trustees
may employ the services of a transfer agent or agents and
delegate to it or them the customary powers exercised by transfer
agents of corporations. The address of a Shareholder as appearing
by said records may be presumed to be his registered address or
last known address for purposes of all notices, dividends, and
otherwise.
3. Certificates of shares shall be signed by the President
and Secretary, and shall be countersigned by the Transfer Agent
if one has been appointed at the time of issue.
4. The transfer of shares is subject to restrictions as set
forth in Article VII of the Declaration of Trust. An offer to
transfer shares to the Trustees shall be deemed received by the
Trustees when received by the Treasurer's office. Upon receipt of
such an offer, the Treasurer shall forthwith consult with the
Trustees or the Executive Committee, who shall determine whether
the Trustees desire to consider the purchase of such shares, and,
if the decision is in the affirmative, he shall cause the
Shareholder to be notified thereof within ten days from receipt
of the offer, in which case proceedings shall be had as provided
in said Article VII of the Declaration of Trust.
5. The Association may for all purposes presume that the
registered holder of record of a certificate of shares is the
absolute owner of the shares
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represented thereby; and the Association shall not be obliged to
see the execution of any trust, actual or constructive, to which
any of the shares is subject.
ARTICLE IX.
APPOINTMENT OF INDEPENDENT AUDITOR.
The Trustees shall at a regular meeting early in each fiscal
year appoint an independent certified public accountant for that
fiscal year who will examine and make an audit of the books and
accounts of the Association, who will report to the Trustees from
time to time as they may request or as the accountant may deem
advisable, and who will render an opinion concerning financial
statements of the Association, at such remuneration as may be
determined and agreed by the accountant and the Trustees.
ARTICLE X.
AMENDMENTS.
These By-Laws may be amended, or repealed in whole or in
part, and new or additional By-Laws may be adopted, from time to
time, at any regular or special meeting of the Trustees, by vote
of a majority of the Trustees, provided that notice of such
meeting shall have been duly given and that such notice shall
have specified that the matter of such repeal or amendment of, or
adoption of an addition to, the By-Laws is to be acted upon, and
provided that the By-Laws of the Company as existing after such
repeal, amendment, and/or addition shall not be inconsistent with
any provision of the Declaration of Trust.
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