RESTATED BY-LAWS
OF
COMMEMORATIVE BRANDS, INC.
(F/K/A SCOLASTIC BRANDS, INC.)
ARTICLE I
Offices
Section 1. The registered office of the Corporation shall be in the City of
Dover, County of Kent, State of Delaware. The Corporation also may have offices
at such other places, within or without the State of Delaware, as the Board of
Directors determines from time to time or the business of the Corporation
requires. Until such time as the Board of Directors otherwise determines, the
Corporation shall also have an office in the City of New York, State of New
York.
ARTICLE II
Meetings of Stockholders
Section 1. Place of Meetings. Except as otherwise provided in these
By-laws, all meetings of the stockholders shall be held on such dates and at
such times and places, within or without the State of Delaware, as shall be
determined by the Board of Directors and as shall be stated in the notice of the
meeting or in waivers of notice thereof. If the place of any meeting is not so
fixed, it shall be held at the registered office of the Corporation in the State
of Delaware.
Section 2. Annual Meeting. The annual meeting of stockholders for the
election of directors and the transaction of such other proper business as may
be brought before the
meeting shall be held on such date after the close of the Corporation's fiscal
year, and at such time, as the Board of Directors may from time to time
determine.
Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, may be called by the Board of Directors or the President
and shall be called by the President or the Secretary upon the written request
of a majority of the directors. The request shall state the date, time, place
and purpose or purposes of the proposed meeting.
Section 4. Notice of Meetings. Except as otherwise required or permitted by
law, whenever the stockholders are required or permitted to take any action at a
meeting, written notice thereof shall be given, stating the place, date and hour
of the meeting and, unless it is the annual meeting, by or at whose direction it
is being issued. The notice also shall designate the place where the
stockholders list is available for examination, unless the list is kept at the
place where the meeting is to be held. Notice of a special meeting also shall
state the purpose or purposes for which the meeting is called. A copy of the
notice of any meeting shall be delivered personally or shall be mailed, not less
than 10 and not more than 60 days before the date of the meeting, to each
stockholder entitled to vote at the meeting. If mailed, the notice shall be
deemed given when deposited in the United States mail, postage prepaid, directed
to each stockholder at such stockholder's address as it appears on the records
of the Corporation, unless such stockholder shall have filed with the Secretary
of the Corporation a written request that such notices be mailed to some other
address, in which case it shall be directed to such other address. Notice of any
meeting of stockholders need not be given to any stockholder who shall attend
the meeting, other than for the express purpose of objecting at the beginning
thereof to the transaction of any business because the meeting is not lawfully
called or convened, or who shall submit, either before or after the time stated
therein, a signed waiver of notice. Unless the Board
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of Directors, after an adjournment is taken, shall fix a new record date for an
adjourned meeting or unless the adjournment is for more than 30 days, notice of
an adjourned meeting need not be given if the place, date and time to which the
meeting shall be adjourned are announced at the meeting at which the adjournment
is taken.
Section 5. Quorum. Except as otherwise provided by law or by the
Certificate of Incorporation of the Corporation, at all meetings of stockholders
the holders of a majority of the shares of the Corporation entitled to vote,
present in person or represented by proxy, shall constitute a quorum for the
transaction of business.
Section 6. Voting. Except as otherwise provided by law or by the
Certificate of Incorporation of the Corporation, at any meeting of the
stockholders every stockholder of record having the right to vote thereat shall
be entitled to one vote for every share of stock standing in his name as of the
record date and entitling him to so vote. A stockholder may vote in person or by
proxy. Except as otherwise provided by law or by the Certificate of
Incorporation, any corporate action to be taken by a vote of the stockholders,
other than the election of directors, shall be authorized by the affirmative
vote of a majority of the shares present or represented by proxy at the meeting
and entitled to vote on the subject matter. Directors shall be elected as
provided in Section 2 of Article III of these By-laws. Written ballots shall not
be required for voting on any matter unless ordered by the chairman of the
meeting, except that, unless otherwise provided in the Certificate of
Incorporation of the Corporation, all elections of directors shall be by written
ballot.
Section 7. Proxies. Every proxy shall be executed in writing by the
stockholder or by his authorized representative, or otherwise as provided in the
General Corporation Law of the State of Delaware (the "General Corporation
Law").
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Section 8. List of Stockholders. At least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing their addresses and the
number of shares registered in their names as of the record date shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to the
meeting, 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. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
Section 9. Conduct of Meetings. At each meeting of the stockholders, the
President or, in his absence, any one of the Vice Presidents (if any), in order
of their seniority, shall act as chairman of the meeting. The Secretary or, in
his absence, any person appointed by the chairman of the meeting shall act as
secretary of the meeting and shall keep the minutes thereof. The order of
business at all meetings of the stockholders shall be as determined by the
chairman of the meeting.
Section 10. Consent of Stockholders in Lieu of Meeting. Unless otherwise
provided in the Certificate of Incorporation of the Corporation, any action
required to be taken or which may be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall be signed, in person or by proxy, by the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted in person or by proxy and shall be delivered to
the Corporation as required by law. Prompt notice
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of the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.
ARTICLE III
Board of Directors
Section 1. Number of Directors. Except as otherwise provided in the
Certificate of Incorporation of the Corporation, until such time as the Board of
Directors determines otherwise, the number of directors shall be six (6). The
number of directors may be reduced or increased from time to time by action of a
majority of the whole Board, but no decrease may shorten the term of an
incumbent director. When used in these By-laws, the term "whole Board" means the
total number of directors which the Corporation would have if there were no
vacancies.
Section 2. Election and Term. Except as otherwise provided by law, by the
Certificate of Incorporation of the Corporation or by these By-laws, the
directors shall be elected at the annual meeting of the stockholders and the
persons receiving a plurality of the votes cast shall be so elected. Subject to
his earlier death, resignation or removal as provided in Section 3 of this
Article III, each director shall hold office until his successor shall have been
elected and shall have qualified.
Section 3. Removal. A director may be removed at any time, with or without
cause, by the holders of a majority of the shares then entitled to vote at an
election of directors.
Section 4. Resignations. Any director may resign at any time by giving
written notice of his resignation to the Corporation. A resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately
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upon its receipt, and, unless otherwise specified therein, the acceptance of a
resignation shall not be necessary to make it effective.
Section 5. Vacancies. Except as otherwise provided in the Certificate of
Incorporation of the Corporation, any vacancy in the Board of Directors arising
from an increase in the number of directors or otherwise may be filled by the
vote of a majority of the directors then in office, although less than a quorum,
or by a sole remaining director.
Section 6. Place of Meetings. Except as otherwise provided in these
By-laws, all meetings of the Board of Directors shall be held at such places,
within or without the State of Delaware, as the Board determines from time to
time.
Section 7. Annual Meeting. The annual meeting of the Board of Directors
shall be held either without notice immediately after the annual meeting of
stockholders and in the same place, or as soon as practicable after the annual
meeting of stockholders on such date and at such time and place as the Board
determines from time to time.
Section 8. Regular Meetings. Regular meetings of the Board of Directors
shall be held on such dates and at such times and places as the Board determines
from time to time. Notice of regular meetings need not be given, except as
otherwise required by law.
Section 9. Special Meetings. Special meetings of the Board of Directors,
for any purpose or purposes, may be called by the President and shall be called
by the President or the Secretary upon the written request of a majority of the
directors. The request shall state the date, time, place and purpose or purposes
of the proposed meeting.
Section 10. Notice of Meetings. Notice of each special meeting of the Board
(and of each annual meeting which is not held immediately after, and in the same
place as, the annual meeting of stockholders) shall be given, not later than 24
hours before the meeting is scheduled
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to commence, by the President or the Secretary and shall state the place, date
and time of the meeting. Notice of each meeting may be delivered to a director
by hand or given to a director orally (either by telephone or in person) or
mailed, telegraphed or sent by facsimile transmission to a director at his
residence or usual place of business, provided, however, that if notice of less
than 72 hours is given it may not be mailed. If mailed, the notice shall be
deemed given when deposited in the United States mail, postage prepaid; if
telegraphed, the notice shall be deemed given when the contents of the telegram
are transmitted to the telegraph service with instructions that the telegram
immediately be dispatched; and if sent by facsimile transmission, the notice
shall be deemed given when transmitted with transmission confirmed. Notice of
any meeting need not be given to any director who shall submit, either before or
after the time stated therein, a signed waiver of notice or who shall attend the
meeting, other than for the express purpose of objecting at the beginning
thereof to the transaction of any business because the meeting is not lawfully
called or convened. Notice of an adjourned meeting, including the place, date
and time of the new meeting, shall be given to all directors not present at the
time of the adjournment, and also to the other directors unless the place, date
and time of the new meeting are announced at the meeting at the time at which
the adjournment is taken.
Section 11. Quorum. Except as otherwise provided by law or in these
By-laws, at all meetings of the Board of Directors a majority of the whole Board
shall constitute a quorum for the transaction of business, and the vote of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board. A majority of the directors present, whether or
not a quorum is present, may adjourn any meeting to another place, date and
time.
Section 12. Conduct of Meetings. At each meeting of the Board of Directors,
the President or, in his absence, a director chosen by a majority of the
directors present shall act as
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chairman of the meeting. The Secretary or, in his absence, any person appointed
by the chairman of the meeting shall act as secretary of the meeting and keep
the minutes thereof. The order of business at all meetings of the Board shall be
as determined by the chairman of the meeting.
Section 13. Committees of the Board. The Board of Directors, by resolution
adopted by a majority of the whole Board, may designate an executive committee
and other committees, each consisting of one or more directors. Each committee
(including the members thereof) shall serve at the pleasure of the Board of
Directors and shall keep minutes of its meetings and report the same to the
Board. The Board of Directors may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member or
members at any meeting of the committee. In addition, in the absence or
disqualification of a member of a committee, if no alternate member has been
designated by the Board of Directors, the member or members present at any
meeting and not disqualified from voting, whether or not they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of the absent or disqualified member. Except as
limited by law, each committee, to the extent provided in the resolution of the
Board of Directors establishing it, shall have and may exercise all the powers
and authority of the Board in the management of the business and affairs of the
Corporation.
Section 14. Operation of Committees. A majority of all the members of a
committee shall constitute a quorum for the transaction of business, and the
vote of a majority of all the members of a committee present at a meeting at
which a quorum is present shall be the act of the committee. Each committee
shall adopt whatever other rules of procedure it determines for the conduct of
its activities.
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Section 15. Consent to Action. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if all members of the Board or committee, as the case
may be, consent thereto in writing, and the writing or writings are filed with
the minutes of proceedings of the Board or committee.
Section 16. Attendance Other Than in Person. Members of the Board of
Directors or any committee thereof may participate in a meeting of the Board or
committee, as the case may be, by means of 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
Officers
Section 1. Executive and Other Officers. The executive officers of the
Corporation shall be a President, a Treasurer and a Secretary. The positions of
President and Treasurer may be filled by the same individual. The Board of
Directors also may elect or appoint one or more Vice Presidents (any of whom may
be designated as Executive Vice Presidents or otherwise), and any other officers
it deems necessary or desirable for the conduct of the business of the
Corporation, each of whom shall have such powers and duties as the Board
determines. Any officer may devote less than all of his working time to his
activities as such if the Board so approves.
Section 2. Duties.
(a) The President. The President shall be the chief executive officer
and chief operating officer of the Corporation, and shall preside at all
meetings of the stockholders and of the Board of Directors, and he shall be ex
officio a member of all committees established by the Board. The President shall
have general management of the business and affairs of the Corporation, subject
to the control of the Board of Directors, and he shall have such other powers
and duties as the Board assigns to him.
(b) The Vice President. The Vice President or, if there shall be more
than one, the Vice Presidents, if any, in the order of their seniority or in any
other order determined by the Board of Directors, shall perform, in the absence
or disability of the President, the duties and exercise the powers of the
President, and shall have such other powers and duties as the Board or the
President assigns to him or them.
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(c) The Secretary. Except as otherwise provided in these By-laws or as
directed by the Board of Directors, the Secretary shall attend all meetings of
the stockholders and the Board; he shall record the minutes of all proceedings
in books to be kept for that purpose; he shall give notice of all meetings of
the stockholders and special meetings of the Board; and he shall keep in safe
custody the seal of the Corporation and, when authorized by the Board, he shall
affix the same to any corporate instrument. The Secretary shall have such other
powers and duties as the Board or the President assigns to him.
(d) The Treasurer. Subject to the control of the Board, the Treasurer
shall have the care and custody of the corporate funds and the books relating
thereto; and he shall perform all other duties incident to the office of
Treasurer. The Treasurer shall have such other powers and duties as the Board or
the President assigns to him.
Section 3. Term; Removal. Subject to his earlier death, resignation or
removal, each officer shall hold his office until his successor shall have been
elected or appointed and shall have qualified, or until his earlier death,
resignation or removal. Any officer may be removed at any time, with or without
cause, by the Board of Directors.
Section 4. Resignations. Any officer may resign at any time by giving
written notice of his resignation to the Corporation. A resignation shall take
effect at the time specified therein or, if the time when it shall become
effective shall not be specified therein, immediately upon its receipt, and,
unless otherwise specified therein, the acceptance of a resignation shall not be
necessary to make it effective.
Section 5. Vacancies. If an office becomes vacant for any reason, the Board
of Directors or the stockholders may fill the vacancy, and each officer so
elected or appointed shall
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serve for the remainder of his predecessor's term and until his successor shall
have been elected or appointed and shall have qualified.
ARTICLE V
Provisions Relating to Stock
Certificates and Stockholders
Section 1. Certificates. Certificates for the Corporation's capital stock
shall be in such form as required by law and as approved by the Board of
Directors. Each certificate shall be signed in the name of the Corporation by
the President or any Vice President and by the Secretary-Treasurer, any
Assistant Secretary or any Assistant Treasurer. Any or all of the signatures on
a certificate may be a facsimile. In case any officer, transfer agent or
registrar who shall have signed or whose facsimile signature shall have been
placed on any certificate shall have ceased to be such officer, transfer agent
or registrar before the certificate shall be issued, the certificate may be
issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
Section 2. Replacement Certificates. The Corporation may issue a new
certificate of stock in place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, and the Board of Directors may
require the owner of the lost, stolen or destroyed certificate, or such person's
legal representative, to make an affidavit of that fact and to give the
Corporation a bond sufficient to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss, theft or destruction
of the certificate or the issuance of such new certificate.
Section 3. Transfers of Shares. Transfers of shares shall be registered on
the books of the Corporation maintained for that purpose after due presentation
of the stock certifi-
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cates therefor, appropriately endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer.
Section 4. Record Date. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or for the purpose of determining stockholders entitled to
receive payment of any dividend or other distribution or the allotment of any
rights, or for the purpose of any other action, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board, and which record date
shall not be more than 60 or less than 10 days before the date of any such
meeting, shall not be more than 10 days after the date on which the Board fixes
a record date for any such consent in writing, and shall not be more than 60
days prior to any other action.
ARTICLE VI
Indemnification
Section 1. Indemnification. Unless otherwise determined by the Board of
Directors, the Corporation shall, to the fullest extent permitted by the General
Corporation Law (including, without limitation, Section 145 thereof) or other
provisions of the laws of Delaware relating to indemnification of directors,
officers, employees and agents, as the same may be amended and supplemented from
time to time, indemnify any and all such persons whom it shall have power to
indemnify under the General Corporation Law or such other provisions of law.
Section 2. Statutory Indemnification. Without limiting the generality of
Section 1 of this Article VI, to the fullest extent permitted, and subject to
the conditions imposed, by law,
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and pursuant to Section 145 of the General Corporation Law, unless otherwise
determined by the Board of Directors:
(i) the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation)
by reason of the fact that such person is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
reasonable expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if such person acted in
good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful; and
(ii) the Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that such person is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against reasonable expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of
such action or suit if such person acted in
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good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, except as otherwise provided by
law.
Section 3. Indemnification by Resolution of Stockholders or Directors or
Agreement. To the fullest extent permitted by law, indemnification may be
granted, and expenses may be advanced, to the persons described in Section 145
of the General Corporation Law or other provisions of the laws of Delaware
relating to indemnification and advancement of expenses, as from time to time
may be in effect, by (i) a resolution of stockholders, (ii) a resolution of the
Board of Directors, or (iii) an agreement providing for such indemnification and
advancement of expenses.
Section 4. General. It is the intent of this Article VI to require the
Corporation, unless otherwise determined by the Board of Directors, to indemnify
the persons referred to herein for judgments, fines, penalties, amounts paid in
settlement and reasonable expenses (including attorneys' fees), and to advance
expenses to such persons, in each and every circumstance in which such
indemnification and such advancement of expenses could lawfully be permitted by
express provision of by-laws, and the indemnification and expense advancement
provided by this Article VI shall not be limited by the absence of an express
recital of such circumstances. The indemnification and advancement of expenses
provided by, or granted pursuant to, these By-laws shall not be deemed exclusive
of any other rights to which a person seeking indemnification or advancement of
expenses may be entitled, whether as a matter of law, under any provision of the
Certificate of Incorporation of the Corporation, these By-laws, by agreement, by
vote of stockholders or disinterested directors of the Corporation or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.
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Section 5. Indemnification Benefits. Indemnification pursuant to these
By-laws shall inure to the benefit of the heirs, executors, administrators and
personal representatives of those entitled to indemnification.
ARTICLE VII
General Provisions
Section 1. Dividends. To the extent permitted by law, the Board of
Directors shall have full power and discretion, subject to the provisions of the
Certificate of Incorporation of the Corporation and the terms of any other
corporate document or instrument binding upon the Corporation, to determine
what, if any, dividends or distributions shall be declared and paid or made.
Section 2. Seal. The Corporation's seal shall be in such form as is
required by law and as shall be approved by the Board of Directors.
Section 3. Fiscal Year. The fiscal year of the Corporation shall end on the
last Saturday of August of each year.
Section 4. Voting Shares in Other Corporations. Unless otherwise directed
by the Board of Directors, shares in other corporations that are held by the
Corporation shall be represented and voted only by the President or by a proxy
or proxies appointed by him.
ARTICLE VIII
Amendments
Section 1. By-Laws may be adopted, amended or repealed by the Board of
Directors, provided the conferral of such power on the Board shall not divest
the stockholders of the power, or limit their power, to adopt, amend or repeal
By-laws.
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