Exhibit 3.95
B Y L A W S
of
DATA BOOK, INC.
I
ARTICLE I
Offices
Section 1. Registered Office. The initial registered office of the
Corporation shall be 855 Loridan Circle, Atlanta, Fulton County, Georgia; and
the name of the registered agent at this address is E. Ward Wight. The
registered office need not be identical with the principal office of the
Corporation and may be changed at any time by the Board of Directors.
Section 2. Other Offices. The Corporation may also have offices at such
other places both within and without the State of Georgia as the Board of
Directors may from time to time determine or the business of the Corporation may
require or make desirable.
ARTICLE II
Meetings of the Shareholders
Section 1. Annual Meetings. The annual meeting of the shareholders of the
Corporation shall be held at the registered office of the Corporation or at such
other place in the United States as may be determined by the Board of Directors,
on the second Tuesday in December of each year or at a time which is within four
(4) months after the close of any fiscal year if the notice of the meeting
designates it as an annual meeting, for the purpose of electing directors and
transacting such other business as may properly be brought before the meeting.
Section 2. Special Meetings. Special meetings of the shareholders shall be
held at the registered office of the Corporation or at such other place in the
United States as may be designated in the notice of said meetings, upon call of
the Chairman of the Board or of the President and shall be called by the
President or the Secretary when so directed by the Board of Directors or at the
request in writing of shareholders owning at least twenty-five percent (25%) of
the issued and outstanding capital shares of the Corporation entitled to vote.
Any such request shall state the purposes for which the meeting is to be called.
Section 3. Notice of Meetings. Written notice of every meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given by or at the direction of the Chairman of the Board,
President or the officers or persons calling the meeting personally or by mail
to each Shareholder of record entitled to vote at such date of the meeting. Such
notice shall be delivered not less than ten (10) nor more than fifty (50) days
before the date of such meeting. If mailed, such notice shall be deemed to be
delivered when
-1-
deposited in the United States mail with first class postage thereof prepaid
addressed to the Shareholder at his address as it appears on the Corporation's
record of shareholders.
Section 4. Waiver of Notice. Attendance of a shareholder at a meeting of
shareholders, either in person or by proxy, shall constitute a waiver of notice
of such meeting and of all objections to the place or time of meeting, or the
manner in which it has been called or convened, except when a shareholder
attends a meeting solely for the purpose of stating, at the beginning of the
meeting, any such objection. Notice need not be given to any shareholder who
signs a waiver of notice, in person or by proxy, either before or after the
meeting; provided, however, that any waiver of notice of a meeting required with
respect to a plan of merger or a plan of consolidation shall only be effective
upon compliance with Section 22-604 (d) of the Georgia Business Corporation
Code.
Section 5. Quorum. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum for the transaction of business at all meetings
of the shareholders except as otherwise provided by statute, by the Articles of
Incorporation or elsewhere by these Bylaws. When a quorum is once present at a
meeting, it is not broken by the subsequent withdrawal of any of those present.
If a quorum is not present or represented at any meeting of the shareholders, a
majority of the shareholders entitled to vote, present in person or represented
by proxy, may 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 notified. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting.
Section 6. Voting. When a quorum is present at any meeting, the vote of
the holders of a majority of the shares having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of law or of the
Articles of Incorporation or of these Bylaws, a different vote is required, in
which case such express provision shall govern and control the decision of the
question. Each shareholder shall at every meeting of the shareholders be
entitled to one vote in person or by proxy for each paid-up share of the capital
stock having voting power registered in his name on the books of the
Corporation, but no proxy shall be voted or acted upon after eleven (11) months
from its date, unless otherwise provided in the proxy.
Section 7. Consent of Shareholders. Any action required or permitted to be
taken at any meeting of the Shareholders may be taken without a meeting if all
of the shareholders consent thereto in writing, setting forth the action so
taken. Such consent shall have the same force and effect as a unanimous vote of
the shareholders; provided,
-2-
however, that such consent with respect to the approval of a plan of merger or a
plan of consolidation shall be effective only upon compliance with the
requirements of Section 22-603(d) of the Georgia Business Corporation Code.
Section 8. List of Shareholders. The Corporation shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders, giving their names
and the address of each. The officer who has charge of the stock transfer books
of the Corporation shall prepare and make, before every meeting of shareholders
or any adjournment thereof, a complete list of the shareholders entitled to vote
at the meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and the number and class and series, if any, of shares held by
each. The list shall be produced and kept open at the time and place of the
meeting and shall be subject to inspection by any shareholder during the whole
time of the meeting for the purposes thereof. The said list may be the
Corporation's official record of shareholders if it is arranged in alphabetical
order or contains an alphabetical index.
ARTICLE III
Directors and Committees
Section 1. Powers. Except as otherwise provided by any legal agreement
among shareholders, the property, affairs and business of the Corporation shall
be managed and directed by its Board of Directors, which may exercise all powers
of the Corporation and do all lawful acts and things which are not by law, by
any legal agreement among shareholders, by the Articles of Incorporation or by
these Bylaws directed or required to be exercised or done by the shareholders.
Section 2. Number, Election and Terms. The number of directors which shall
constitute the whole Board shall be three (3). Subject to said limitation, the
number of directors may be increased or decreased from time to time by
resolution of the shareholders, but no decrease shall have the effect of
shortening the term of an incumbent director. The directors shall be elected by
plurality vote at the annual meeting of shareholders, except as hereinafter
provided, and each director elected shall hold office until his successor is
elected and qualified or until his earlier resignation, removal from office, or
death.
Section 3. Qualifications. Directors shall be natural persons who have
attained the age of twenty-one (21) years, but need not be residents of the
State of Georgia or shareholders of the Corporation.
Section 4. Vacancies. Vacancies, including vacancies resulting from any
increase in the number of directors, but not including vacancies resulting from
removal from office by the shareholders, may be filled by a majority of the
directors then in office, though less than a quorum, or by a sole remaining
director, and a director so chosen shall hold office until the next annual
election and until his successor is duly elected and qualified unless sooner
displaced. If there are no directors in office, then vacancies shall be filled
by election of the shareholders.
-3-
Section 5. Committees. The Board of Directors may, by resolution passed by
a majority of the whole Board, designate from among its members one or more
committees, each committee to consist of two (2) of more directors. The Board
may designate one or more directors as alternate members of any committee, who
may replace any absent member at any meeting of such committee. Any such
committee, to the extent provided in the resolution, shall have and may exercise
all of the authority of the Board of Directors in the management of the business
and affairs of the Corporation, except that it shall have no authority with
respect to (1) amending the Articles of Corporation or these Bylaws; (2)
adapting a plan of merger or consolidation; (3) submitting to the shareholders
any action which requires approval of the shareholders under applicable law of
the Articles of Incorporation or Bylaws of this Corporation; (4) filling
vacancies in the Board or any committee; (5) declaring dividends or making
distributions to the shareholders; (6) selling, leasing, exchanging or otherwise
disposing of all or substantially all the property and assets of the
Corporation; and (7) a voluntary dissolution of the Corporation or a revocation
thereof. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
Each committee and each member thereof shall serve at the pleasure of the Board,
and the designation of any such committee and the delegation thereto of
authority shall not relieve any director of any responsibility imposed by law.
So far as applicable, the provisions of these Bylaws relating to the conduct of
meetings of the Board shall govern meetings of the committees.
ARTICLE IV
Meetings of the Directors
Section 1. Meetings of Board and Committees. The Board of Directors shall
hold an annual meeting each year, without call, immediately after the annual
meeting of the shareholders. By resolution, the Board may establish a date or
dates on which regular meetings of the Board or any committee shall be held
between annual meetings. A committee of the Board may meet on the dates so
established or, if none, on the date set at its previously meeting or when
earlier called by its chairman or a majority of its members. Special meetings of
the Board may be called at any time by the Chairman of the Board, President or
by all or any two Directors.
Section 2. Place of Meetings. Meetings of the Board of Directors or
committees of the Board shall be held at any place either within or without the
State of Georgia that the Board may from time to time appoint by resolution or,
if no resolution is in force, at the principal place of business of the
Corporation, or at such other place as the annual meeting of shareholders shall
have been held immediately preceding such meeting, or at such other place as
shall have been designated in the notice of the meeting.
Section 3. Meetings by Conference Telephone or Similar Equipment. Members
of the Board of Directors or any committee designated by such Board may
participate in a meeting of such Board or committee by means
-4-
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 pursuant to this Section shall constitute presence in person at the
meeting.
Section 4. Notice Requirements. Notice of annual and other regular
meetings of the Board of Directors or any committee need not be given. Notice
ofany special meeting, setting forth the place and the day and hour of the
meeting, shall be given to each director or committee member, as the case may
be, by oral, telegraphic or written notice served on each director or committee
member personally not less than two (2) days before the meeting, or by written
notice deposited in the United States mail, first class postage prepaid,
postmarked at least three (3) days prior to the date of the meeting. Neither the
business to be transacted at, nor the purpose of any regular or special meeting
need be specified in the notice or any waiver of notice.
Section 5. Waiver of Notice. Attendance of a director at a meeting of the
Board or any committee shall constitute a waiver of notice of such meeting and
waiver of all objections to the place and time of the meeting, or the manner in
which it has been called or convened, except when the director states, at the
beginning of the meeting, any such objection or objections to the transaction of
business. Whenever the Board or any committee of the Board is authorized to take
action only after notice to its members, the action may be taken with notice to
fewer than all such members if at any time prior to completion of the action?
the member or members not receiving such notice submits to the Board or
committee, as the case may be, a signed waiver of notice.
Section 6. Quorum. At all meetings of the Board or any committee of the
Board, a majority of members shall constitute a quorum for the transaction of
business, and the act of a majority of the members present at any meeting at
which there is a quorum shall be the act of the Board or of the committee, as
the case may be, except as may be otherwise specifically provided by law, by the
Articles of Incorporation, or by these Bylaws. Common or interested members may
be counted in determining the presence of a quorum at a meeting of the Board or
a committee, as the case may be, and a quorum is not broken by the subsequent
withdrawal of any of those present. If a quorum shall not be present at any
meeting of the Board or committee, the members present at such meeting may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present.
Section 7. Presumption of Assent. A director who is present at a meeting
of the Board or any committee thereof, shall be presumed to have concurred in
any action taken at the meeting, unless his dissent to such action shall be
entered in the minutes of the meeting or unless he shall submit his written
dissent to the person acting as the secretary of the meeting before the
adjournment of the meeting or shall forward such dissent by registered or
certified mail to the Secretary of the Corporation within twenty-four (24) hours
after the adjournment of the meeting. Such right to dissent shall not apply to a
director or committee member who, being present at the meeting, failed to vote
against such action.
-5-
Section 8. Action by Consent. 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 or of any committee thereof may be
taken without a meeting, if all members of the Board or the committee, as the
case may be, consent thereto in writing, setting forth the action so taken, alid
the writing or writings are filed with the minutes of the proceedings of the
Board or committee. Such consent shall have the same force and effect as a
unanimous vote of the Board or the committee, as the case may be.
Section 9. Removal of Directors. At any shareholders meeting with respect
to which notice of such purpose has been given, any director may be removed from
office, with or without cause, by the vote of shareholders representing a
majority of the issued and outstanding capital stock entitled to vote for the
election of directors, and his successor may be elected at the same or any
subsequent meeting of shareholders; provided that to the extent any vacancy
created by such removal is not filled by such an election within sixty (60) days
after such removal, the remaining directors shall, by majority vote, fill any
such vacancy.
Section 10. Compensation of Directors. Directors shall be entitled to such
reasonable compensation for their services as Directors or members of any
committee of the Board as shall be fixed from time to time by resolution adopted
by the Board, and shall also be entitled to reimbursements for any reasonable
expenses incurred in attending any meeting of the Board or any such committee.
ARTICLE V
Officers
Section 1. Designation. The officers of the Corporation shall be chosen by
the Board of Directors and shall be a President, a Vice President, a Secretary
and a Treasurer. The Board of Directors may also choose additional vice
Presidents, one or more Assistant Secretaries and Assistant Treasurers. Any
number of offices, except the offices of President and Secretary, may be held by
the same person. The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such time and
shall exercise such powers and perform such duties as shall be determined from
time to time by the Board. Election or appointment of an officer shall not of
itself create contract rights.
Section 2. Qualifications. Officers shall be natural persons who have
attained the age of twenty-one (21) years, but need not be residents of the
State of Georgia or shareholders of the Corporation.
Section 3. Compensation. The salaries of all officers of the Corporation
shall be fixed by the Board or Directors or a committee or officer appointed by
the Board. Salary payments made to an officer of the Corporation that shall be
disallowed in whole or in part as a deductible expense by the Corporation for
federal income tax purposes shall be reimbursed by such officer to the
Corporation to the full extent of the disallowance. It shall be the duty of the
Board of Directors to enforce payment of each such amount disallowed.
-6-
Section 4. Term of Office. Unless otherwise provided by resolution of the
Board of Directors, the principal officers shall be chosen annually by the Board
at the first meeting of the Board following the annual meeting of shareholders
of the Corporation, or as soon thereafter as is conveniently possible.
Subordinate officers may be elected from time to time. Each officer shall serve
until expiration of the term for which he was elected or until his successor
shall have been chosen and qualified, or until his death, resignation or
removal.
Section 5. Removal. Any officer may be removed from office at any time,
with or without cause, by action of the Board of Directors whenever in its
judgment the best interest of the Corporation will be served thereby.
Section 6. Vacancies. Any vacancy in an office resulting from any cause
may be filled by the Board of Directors.
Section 7. Powers and Duties. Except as hereinafter provided, the officers
of the Corporationn shall each have such authority and perform such duties in
the management of the Corporation as usually appertain to such officers of
corporation for profit, except as may be otherwise prescribed by the Board of
Directors.
Section 8. Chairman of the Board of Directors. The Chairman of the Board
of Directors shall preside at meetings of the Board. Except when by law the
signature of the President is required, the Chairman shall possess the same
power as the President to sign all certificates, contracts and other instruments
of the Corporation which may be authorized by the Board of Directors. During the
absence or disability of the President, he shall exercise all the powers and
discharge all the duties of the President.
Section 9. President. The President of the Corporation shall be the
corporation's chief executive officer and shall exercise general supervision and
control over all the business and affairs of the Corporation. The President
shall have the following specific powers and duties:
(i) To preside at all meetings of the shareholders;
(ii) To have general and active management of the business of the Corporation;
(iii) To see that all orders and resolutions of the Board of Directors are
carried into effect;
(iv) To execute notes, drafts, bonds, mortgages, deeds or trust, security
deeds, contracts and other documents under the seal of the corporation;
(v) To appoint, discharge, and fix compensation of all employees and agents
of the Corporation other than officers duly elected or appointed by the
Board of Directors;
-7-
(vi) To have general superintendence and direction of all the other officers
of the Corporation and of the agents and employees thereof and to see
that their respective duties are properly performed;
(vii) To operate and conduct the business and affairs of the Corporation
according to the orders and resolutions of the Board of Directors, and
according to his own discretion whenever and wherever it is not expressly
limited by such orders and resolutions;
(viii) To submit at each annual meeting of shareholders and directors a report
of the operations of the Corporation and from time to time to report to
the directors all matters within his knowledge that should be brought to
their attention in the best interests of the Corporation; and
(ix) To sign certificates of stock and to have such other powers, duties, and
authority as may be set forth elsewhere in these Bylaws and as may be
prescribed by the Board of Directors from time to time.
Section 10. Vice President. Each Vice President shall have the authority
and duties, and shall perform the functions, consonant with his department and
area of interest, specified by the Board of Directors. In case of the inability
or refusal of the President to act on account of absence, illness, or for any
other reason, his power shall be assumed and his duties discharged during the
period of such inability or refusal to act by the President, or in the event of
his inability or refusal to act, by the seniormost Vice President available, and
the acts of such officer duly authorized and performed under such conditions
shall be the acts of and binding on the Corporation. If a Vice President who has
temporarily assumed the duties of the President is unable for any reason to
continue to perform such duties, the same shall be performed by the Vice
President next in seniority who is available for the purpose. A Vice President
who acts as President under this Bylaw shall report fully to the Board of
Directors and to the President on his return to duty with respect to all actions
taken and transactions accomplished by him during the absence or disability of
the President. The order of seniority of Vice Presidents shall be designated by
the Board of Directors, or in the absence of any such designation, then
according to their respective dates of election, with the Vice President of
longest uninterrupted incumbency having the most seniority.
Section 11. Secretary. The Secretary of the Corporation shall be the
custodian of and shall maintain the corporate books and records and shall be the
recorder of the Corporation's formal actions and transactions. The Secretary
shall have the following specific powers and duties:
(i) To attend all meetings of the Board of Directors and all meetings of the
shareholders, and to record all proceedings of such meetings in a book to
be kept for that purpose and shall perform like duties for any committees
when required;
-8-
(ii) To give or cause to be given notice of all meetings of shareholders and
special meetings of the Board of Directors and any meetings of committees
required by law, the Articles of Incorporation, or these Bylaws;
(iii) To keep the corporate seal of the Corporation and affix it to all papers
and documents requiring said seal, and to attest by his signature all
corporate documents requiring same; provided, however, the Board of Direc-
tors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing thereof by his signature;
(iv) To keep at the principal office of the Corporation record books showing
the details required by law with respect to stock certificates of the
Corporation, including ledgers and transfer books showing all shares
issued and transferred, and the date of each issuance and transfer; and
also all other books of the Corporation excepting books of account;
(v) To keep at the principal office, open for inspection by shareholders at
all reasonable times, the original or a certified copy of the Bylaws of
the Corporation, as amended or other side altered to date;
(vi) To attend to such correspondence and to make reports as may be assigned to
him; and
(vii) To have such other powers, duties and authorities as may be set forth
elsewhere in these Bylaws and as may be prescribed by the President or the
Board of Directors from time to time.
Section 12. Treasurer. The Treasurer of the Corporation shall be its chief
fiscal officer and the custodian of its funds, securities and properties. The
Treasurer shall have the following specific powers and duties:
(i) To keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and to 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;
(ii) To disburse the funds of the Corporation for proper expenses and dividends
and, as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements;
(iii) To render to the President and the Board of Directors, at its regular
meetings, or when they so require, an account of his transactions as
Treasurer and financial statements in form satisfactory to them of the
condition of the Corporation;
-9-
(iv) To maintain accurate lists and descriptions of all capital assets of the
Corporation, including land, buildings and plants;
(v) To oversee the proper drafting of all checks, drafts, notes and orders for
the payment of money as required in the business of the Corporation and to
see that all such instruments are properly executed; and
(vi) To have such other powers, duties and authority as may be set forth
elsewhere in these Bylaws and as may be prescribed by the President or the
Board of Directors from time to time.
If required by the Board of Directors, the Treasurer shall give the
Corporation a bond (which shall be renewed every six [6] years) in such sum and
with such surety or sureites as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his office and for the restoration
to the Corporation, in case of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
Section 13. Voting Securities of the. Unless other-wise ordered by the
Board of Directors, the President shall have full power and authority on behalf
of the Corporation to attend and to act and vote at any meetings of security
holders of corporations in which the Corporation may hold securities, and at
such meetings shall possess and may exercise any and all rights and powers
incident to the ownership of such securities which the Corporation might have
possessed and exercised if it had been present. The Board of Directors by
resolution from time to time may confer like powers upon any other officer or
person.
ARTICLE VI
Loans
Section 1. Restrictions on Loans. No loans shall be contracted on behalf
of the Corporation and no indebtedness shall be issued or incurred in its name
unless authorized by a resolution of the Board of Directors. Such resolution may
grant general authority or may be confined to specific instances.
ARTICLE VII
Certification of Stock
Section 1. Form of Certificate. The shares of the Corporation shall be
represented by certificates signed by the President or a Vice President and
attested by the Secretary or an Assistant Secretary. Every holder of a fully
paid share of stock in the Corporation shall be entitled to have a certificate
in such form as the Board of Directors may from time to time prescribe.
-10-
Section 2. Lost Certificates. The Board of Directors may direct that a new
certificate be issued in place of any certificate theretofore issued by the
Corporation and alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed. When authorizing such issue of a new certificate,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof? require the owner of such lost, stolen, or destroyed
certificate, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 3. Transfers. (a) Transfers of shares of the capital stock of the
Corporation shall be made only on the books of the Corporation by the registered
holder thereof, or by his duly authorized attorney, or with a transfer clerk or
transfer agent appointed as provided in Section 5 of this Article, and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon.
(b) 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, to vote as such owner, and for all other purposes, 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 law.
(C) Shares of capital stock may be transferred by delivery of the
certificates therefor, accompanied either by any assignment in writing on the
back of the certificates or by separate written power of attorney to sell,
assign and transfer the same, signed by the record holder thereof, or by his
duly authorized attorney-in-fact, but no transfer shall affect the right of the
Corporation to pay any dividend upon the stock to the holder of record as holder
in fact thereof for all purposes, and no transfer shall be valid, except between
the parties thereto, until such transfer shall have been made upon the books of
the Corporation as herein provided.
(d) The Board may, from time to time, make such additional rules and
regulations as it may deem expedient, not inconsistent with these Bylaws or the
Articles of Incorporation, concerning the issue, transfer, and registration of
certificates for shares of the capital stock of the Corporation.
Section 4. Record Date. In order that the Corporation may determine the
share holders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect to any change, conversion or exchange of shares or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
-11-
date, which shall not be more than thirty (30) days and, in the case of a
meeting of shareholders, not less than ten (10) days prior to the ate on which
the particular action requiring such determination of share holders is to be
taken. If no record date is fixed for the determination of shareholders entitled
to notice of and to vote at any meeting of shareholders, the record date shall
be at the close of business on the day next preceding the day on which' the
notice is given, or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held. A determination of
shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless the Board of
Directors shall fix a nea record date for the adjourned meeting.
Section 5. Transfer Agent and Registrar. The Board of Directors may
appoint one or more transfer agents or one or more transfer clerks and one or
more registrars, and may require all certificates of stock to bear the signature
or signatures of any of them.
ARTICLE VIII
Indemnification
Section 1. General. The Corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
contemplated 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 he 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 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 he acted
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. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in a manner which 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
reasonable cause to believe that his conduct was unlawful.
Section 2. Derivative Actions. The Corporation may indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or contemplated action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he 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 expenses (including attorneys fees) actually and reasonably incurred by
him in connection with the defense or settlement of such action or suit if he
acted
-12-
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
Section 3. Successful Defense. To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections 1
or 2 above, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys fees) actually and reasonably
incurred by him in connection therewith.
Section 4. Authorization. Any indemnification under Sections I or 2 above,
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 1 or 2 above. Such
determination shall be made: (a) By the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (b) if such a quorum is not obtainable, or even if obtainable, if
a quorum of disinterested directors so directs by independent legal counsel in a
written opinion, or by the affirmative vote of a majority of the shares entitled
to vote thereon.
Section 5. Expenses in Advance of Disposition. Expenses incurred in
defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized in the specific case upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.
Section 6. Non-Exclusive Remedy. The indemnification provided for
hereunder shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled under any Bylaw or resolution approved
by the affirmative vote of the holders of a majority of the shares entitled to
vote thereon taken at a meeting, the notice of which specified that such Bylaw
or resolution would be placed before the Shareholders, both as to action by a
director, officer, employee or agent in his official capacity and as to action
in another capacity while holding such office or position, and shall continue as
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
-13-
Section 7. Insurance. The Corporation may purchase and maintain insurance
on behalf of any person who 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, office, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in and such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Article.
Section 8. Notice. If any expenses or other amounts are paid by way of
indemnification, otherwise than by court order or action by the shareholders or
by an insurance carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of shareholders,
unless such meeting is held within three (3) months from the date of such
payment and, in any event, within fifteen (15) months from the date of such
payment, send by first class mail to its shareholders of record at the time
entitled to vote for the election of directors, a statement specifying the
persons paid, the amounts paid, and the nature and status at the time of such
payment of the litigation or threatened litigation.
Section 9. Definition of Corporation. For purposes of this Article,
references to "the Corporation" shall include, in addition to the surviving or
new corporation, any merging or consolidating corporation (including any merging
or consolidating corporation of a merging or consolidating corporation) absorbed
in a merger or consolidation so that any person who is or was a director, office
, employee or agent of such merging or consolidating corporation, or is or was
serving at the request of such merging or consolidating corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving corporation
in the same capacity; provided that no indemnification under Sections I and 2 of
this Article permitted by this Section shall be mandatory under this Section or
any Bylaw of the surviving or new corporation without the approval of such
indemnification by the Board of Directors or shareholders of the surviving or
new corporation, in the manner provided in Subsections (a) and (b) of Section 4
of this Article.
ARTICLE IX
General Provisions
Section 1. Dividends. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Articles of Incorporation, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the Corporation's
capital stock, subject to the provisions of the Articles of Incorporation.
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
-14-
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
directors shall think conducive to the interest of the Corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.
Section 3. Seal. The corporate seal shall have inscribed thereon the name
of the Corporation and the words "Corporate Seal". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise. In the event it is inconvenient to use such a Seal at any time, the
signature of the President of the Corporation followed by the word "Seal",
enclosed in parentheses, shall be deemed the seal of the Corporation.
Section 4. Annual Statements. No later than four (4) months prior to the
next annual meeting of shareholders, the Corporation shall prepare;
(a) A balance sheet showing in reasonable detail the financial condition
of the Corporation as of the close of its immediately preceding fiscal year, and
(b) A profit and loss statement showing the results of its operations
during the preceding fiscal year.
Upon written request, the Corporation shall promptly mail to any shareholder of
record a copy of the most recent such balance sheet and profit and loss
statement.
ARTICLE X
Amendments And New Bylaws
The Board of Directors shall have the power to alter, amend or repeal the
Bylaws or adopt new Bylaws by majority vote of all of the directors, but any
Bylaws adopted by the Board of Directors may be altered, amended or repealed and
new Bylaws adopted by the shareholders by majority vote of all of the shares
having voting power.
ADOPTED this 1st day of July, 1982.
SECRETARY
[CORPORATE SEAL]
-15-
Ward Wight
E. Ward Wight
Donald M. Riccardi
Constituting all of the Directos
of Data Book, Inc.