Exhibit 3 (b)
AMENDED AND RESTATED
BYLAWS
OF
OWENS & MINOR, INC.
ARTICLE I
Meetings of Shareholders
1.1 Places of Meetings. All meetings of the
shareholders shall be held at such place, either within or without
the Commonwealth of Virginia, as from time to time may be fixed by
the Board of Directors.
1.2 Annual Meetings. The annual meeting of the
shareholders, for the election of Directors and transaction of such
other business as may come before the meeting, shall be held in
each year on the fourth Tuesday in April, at 11:00 a.m., or on
such other business day that is not earlier than the first day
of March and not later than the last day of April, or at such
other time, as shall be fixed by the Board of Directors.
1.3 Special Meetings. A special meeting of the
shareholders for any purpose or purposes may be called at any
time by the Chairman of the Board, the President, or by a majority
of the Board of Directors. 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.
1.4 Notice of Meetings. Written or printed notice stating
the place, day and hour of every meeting of the shareholders
and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be mailed not less than ten nor
more than sixty days before the date of the meeting to each
shareholder of record entitled to vote at such meeting, at his
address which appears in the share transfer books of the
Corporation. Such further notice shall be given as may be required
by law, but meetings may be held without notice if all the
shareholders entitled to vote at the meeting are present in person
or by proxy or if notice is waived in writing by those not
present, either before or after the meeting.
1.5 Quorum. Any number of shareholders together holding
at least a majority of the outstanding shares of capital stock
entitled to vote with respect to the business to be transacted,
who shall be present in person or represented by proxy at
any meeting duly called, shall constitute a quorum for the
transaction of business. If less than a quorum shall be in
attendance at the time for which a meeting shall have been called,
the meeting may be adjourned from time to time by a majority of the
shareholders present or represented by proxy without notice
other than by announcement at the meeting.
1.6 Voting. At any meeting of the shareholders each
shareholder of a class entitled to vote on any matter coming
before the meeting shall, as to such matter, have one vote, in
person or by proxy, for each share of capital stock of such class
standing in his name on the books of the Corporation on the
date, not more than seventy days prior to such meeting, fixed by
the Board of Directors as the record date for the purpose of
determining shareholders entitled to vote. Every proxy shall be in
writing, dated and signed by the shareholder entitled to vote or
his duly authorized attorney-in-fact.
1.7 Inspectors. An appropriate number of
inspectors for any meeting of shareholders may be appointed by the
Chairman of such meeting. Inspectors so appointed will open and
close the polls, will receive and take charge of proxies and
ballots, and will decide all questions as to the qualifications of
voters, validity of proxies and ballots, and the number of votes
properly cast.
ARTICLE II
DIRECTORS
2.1 General Powers. The property, affairs and business
of the Corporation shall be managed under the direction of
the Board of Directors, and, except as otherwise expressly
provided by law, the Articles of Incorporation or these
Bylaws, all of the powers of the Corporation shall be vested in
such Board.
2.2 Number of Directors. The number of Directors
constituting the Board of Directors shall be ten (10). The
Directors shall be divided into three (3) classes, each class
to be as nearly equal in number as possible.
2.3 Election and Removal of Directors; Quorum.
(a) At each annual meeting of shareholders, (i) the
number of Directors equal to the number in the class whose term
expires at the time of such meeting shall be elected to hold
office until the third succeeding annual meeting and until their
successors are elected, and (ii) any other vacancies then existing
shall be filled.
(b) Any Director may be removed from office at a
meeting called expressly for that purpose by the vote of
shareholders holding not less than a majority of the shares
entitled to vote at an election of Directors.
(c) Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of the majority of the
remaining Directors though less than a quorum of the Board, and
the term of office of any Director so elected shall expire at the
next shareholders' meeting at which directors are elected.
(d) A majority of the number of Directors fixed by
these Bylaws shall constitute a quorum for the transaction of
business. The act of a majority of Directors present at a meeting at
which a quorum is present shall be the act of the Board of
Directors. Less than a quorum may adjourn any meeting.
2.4 Meetings of Directors. An annual meeting of the
Board of Directors shall be held as soon as practicable after the
adjournment of the annual meeting of shareholders at such place as
the Board may designate. Other meetings of the Board of Directors
shall be held at places within or without the Commonwealth of
Virginia and at times fixed by resolution of the Board, or upon
call of the Chairman of the Board, the President or a majority of
the Directors. The Secretary or officer performing the Secretary's
duties shall give not less than twenty-four hours' notice by
letter, telegraph or telephone (or in person) of all meetings of the
Board of Directors, provided that notice need not be given of the
annual meeting or of regular meetings held at times and places
fixed by resolution of the Board. Meetings may be held at any time
without notice if all of the Directors are present, or if those
not present waive notice in writing either before or after the
meeting. The notice of meetings of the Board need not state the
purpose of the meeting.
2.5 Compensation. By resolution of the Board, Directors
may be allowed a fee and expenses for attendance at all meetings,
but nothing herein shall preclude Directors from serving the
Corporation in other capacities and receiving compensation for
such other services.
2.6 Eligibility for Service as a Director. No person
shall be elected or reelected as a Director if at the time of such
proposed election or re-election such person shall have attained
the age of 75 years. No person shall serve as a Director after
the annual meeting following his or her seventy-fifth (75th)
birthday; provided that the provisions of this sentence shall
not apply to any person elected as a director for a term beginning
prior to January 1, 1993, during such term.
2.7 Director Emeritus. The Board of Directors may from time
to time elect one or more Directors Emeritus. A Director Emeritus
may be named "Chairman Emeritus" or "Vice Chairman Emeritus" if
such person holds the office of Chairman or Vice Chairman of
the Corporation or any of its subsidiaries at the time of
retirement as a Director thereof. Each Director Emeritus shall
be elected for a term expiring on the date of the next annual
meeting of the Board. Directors Emeritus may attend meetings of
the Board of Directors but shall not be entitled to vote at
such meetings and shall not be considered "directors" for
purposes of these Bylaws or for any other purpose, except that
they shall be entitled to receive notice of all regular and special
meetings of the Board of Directors. Each Director Emeritus
shall be paid the same fees as members of the Board of Directors for
attendance at Board meetings.
ARTICLE III
COMMITTEES.
3.1 Executive Committee. The Board of Directors, by
resolution adopted by a majority of the number of Directors
fixed by these Bylaws, may elect an Executive Committee which
shall consist of not less than three Directors, including
the President. When the Board of Directors is not in session,
the Executive Committee shall have all power vested in the Board
of Directors by law, by the Articles of Incorporation, or by these
Bylaws, provided that the Executive Committee shall not have
power to (i) approve or recommend to shareholders action
that the Virginia Stock Corporation Act requires to be approved
by shareholders; (ii) fill vacancies on the Board or on any of its
committees; (iii) amend the Articles of Incorporation pursuant
to (Section Mark)13.1-706 of the Virginia Code; (iv) adopt,
amend, or repeat the Bylaws; (v) approve a plan of merger not
requiring shareholder approval; (vi) authorize or approve a
distribution, except according to a general formula or method
prescribed by the Board of Directors; or (vii) authorize or
approve the issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences, and
limitations of a class or series of shares, other than within
limits specifically prescribed by the Board of Directors.
The Executive Committee shall report at the next regular or
special meeting of the Board of Directors all action that the
Executive Committee may have taken on behalf of the Board since
the last regular or special meeting of the Board of Directors.
3.2 Other Committees. The Board of Directors, by resolution
adopted by a majority of the number of Directors fixed by these
Bylaws, may establish such other standing or special committees of
the Board as it may deem advisable, consisting of not less than
two Directors; and the members, terms and authority of such
committees shall be as set forth in the resolutions establishing the
same.
3.3 Meetings. Regular and special meetings of any Committee
established pursuant to this Article may be called and held subject
to the same requirements with respect to time, place and notice
as are specified in these Bylaws for regular and special meetings of
the Board of Directors.
3.4 Quorum and Manner of Acting. A majority of the number of
members of any Committee shall constitute a quorum for the
transaction of business at such meeting. The action of a majority
of those members present at a Committee meeting at which a
quorum is present shall constitute the act of the Committee.
3.5 Term of Office. Members of any Committee shall be
elected as above provided and shall hold office until their
successors are elected by the Board of Directors or until such
Committee is dissolved by the Board of Directors.
3.6 Resignation and Removal. Any member of a Committee
may resign at any time by giving written notice of his intention to
do so to the President or the Secretary of the Corporation, or may
be removed, with or without cause, at any time by such vote of the
Board of Directors as would suffice for his election.
3.7 Vacancies. Any vacancy occurring in a Committee
resulting from any cause whatever may be filled by a majority of the
number of Directors fixed by these Bylaws.
ARTICLE IV
OFFICERS
4.1 Election of Officers: Terms. The officers of the
Corporation shall consist of a President, a Secretary and a
Treasurer. Other officers, including a Chairman of the Board,
one or more Vice Presidents (whose seniority and titles, including
Executive Vice Presidents and Senior Vice Presidents, may be
specified by the Board of Directors), and assistant and subordinate
officers, may from time to time be elected by the Board of
Directors. All officers shall hold office until the next annual
meeting of the Board of Directors and until their successors
are elected. The President shall be chosen from among the
Directors. Any two officers may be combined in the same person as
the Board of Directors may determine.
4.2 Removal of Officers: Vacancies. Any officer of the
Corporation may be removed summarily with or without cause, at any
time, by the Board of Directors. Vacancies may be filled by the
Board of Directors.
4.3 Duties. The officers of the Corporation shall have
such duties as generally pertain to their offices,
respectively, as well as such powers and duties as are prescribed
by law or are hereinafter provided or as from time to time shall be
conferred by the Board of Directors. The Board of Directors may
require any officer to give such bond for the faithful performance
of his duties as the Board may see fit.
4.4 Duties of the President. The President shall be the
chief executive officer of the Corporation and shall be primarily
responsible for the implementation of policies of the Board of
Directors. He shall have authority over the general management
and direction of the business and operations of the
Corporation and its divisions, if any, subject only to the
ultimate authority of the Board of Directors. He shall be a
Director and, except as otherwise provided in these Bylaws or in
the resolutions establishing such committees, he shall be ex
officer a member of all Committees of the Board. In the absence of
the Chairman and the Vice-Chairman of the Board, or if there are
no such officers, the President shall preside at all corporate
meetings. He may sign and execute in the name of the
Corporation share certificates, deeds, mortgages, bonds,
contracts or other instruments except in cases where the signing
and the execution thereof shall be expressly delegated by
these Bylaws to some other officer or agent of the Corporation or
shall be required by law otherwise to be signed or executed. In
addition, he shall perform all duties incident to the office of
the President and such other duties as from time to time may be
assigned to him by the Board of Directors.
4.5 Duties of the Vice Presidents. Each Vice President
(which term includes any Senior Executive Vice President,
Executive Vice President and Senior Vice President), if any,
shall have such powers and duties as may from time to time be
assigned to him by the President or the Board of Directors. Any
Vice President may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts or other
instruments authorized by the Board of Directors, except where
the signing and execution of such documents shall be expressly
delegated by the Board of Directors or the President to some
other officer or agent of the Corporation or shall be required by
law or otherwise to be signed or executed.
4.6 Duties of the Treasurer. The Treasurer shall have
charge of and be responsible for all funds, securities, receipts
and disbursements of the Corporation, and shall deposit all
monies and securities of the Corporation in such banks and
depositories as shall be designated by the Board of Directors. He
shall be responsible (i) for maintaining adequate financial
accounts and records in accordance with generally accepted
accounting practices; (ii) for the preparation of appropriate
operating budgets and financial statements; (iii) for the
preparation and filing of all tax returns required by law; and (iv)
for the performance of all duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to him by the Board of Directors or the President. The
Treasurer may sign and execute in the name of the
Corporation share certificates, deeds, mortgages, bonds,
contracts or other instruments, except in cases where the
signing and the execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer
or agent of the Corporation or shall be required by law or
otherwise to be signed or executed.
4.7 Duties of the Secretary. The Secretary shall
act as secretary of all meetings of the Board of Directors
and shareholders of the Corporation. When requested, he
shall also act as secretary of the meetings of the
committees of the Board. He shall keep and preserve the
minutes of all such meetings in permanent books. He shall
see that all notices required to be given by the Corporation
are duly given and served; shall have custody of the seal
of the Corporation and shall affix the seal or cause it to
be affixed by facsimile or otherwise to all share
certificates of the Corporation and to all documents the
execution of which on behalf of the Corporation under its
corporate seal is required in accordance with law or the
provisions of these Bylaws; shall have custody of all deeds,
leases, contracts and other important corporate documents;
shall have charge of the books, records and papers of the
Corporation relating to its organization and management as a
Corporation; shall see that all reports, statements and
other documents required by law (except tax returns) are
properly filed; and shall in general perform all the duties
incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the Board of
Directors or the President.
4.8 Compensation. The Board of Directors shall have
authority to fix the compensation of all officers of the
Corporation.
ARTICLE V
CAPITAL STOCK
5.1 Certificates. The shares of capital stock of the
Corporation shall be evidenced by certificates in forms prescribed
by the Board of Directors and executed in any manner permitted
by law and stating thereon the information required by law.
Transfer agents and/or registrars for one or more classes of
shares of the Corporation may be appointed by the Board of
Directors and may be required to countersign certificates
representing shares of such class or classes. If any officer
whose signature or facsimile thereof shall have been used on a
share certificate shall for any reason cease to be an officer of the
Corporation and such certificate shall not then have been
delivered by the Corporation, the Board of Directors may
nevertheless adopt such certificate and it may then be issued and
delivered as though such person had not ceased to be an officer
of the Corporation.
5.2 Lost, Destroyed and Mutilated Certificates. Holders
of the shares of the Corporation shall immediately notify the
Corporation of any loss, destruction or mutilation of the
certificate therefor, and the Board of Directors may in its
discretion cause one or more new certificates for the same number
of shares in the aggregate to be issued to such shareholder upon
the surrender of the mutilated certificate or upon satisfactory
proof of such loss or destruction, and the deposit of a bond in
such form and amount and with such surety as the Board of
Directors may require.
5.3 Transfer of Shares. The shares of the
Corporation shall be transferable or assignable only on the books
of the Corporation by the holder in person or by attorney on
surrender of the certificate for such shares duly endorsed and,
if sought to be transferred by attorney, accompanied by a written
power of attorney to have the same transferred on the books of
the Corporation. The Corporation will recognize, however, the
exclusive right of the person registered on its books as the owner
of shares to receive dividends or other distributions and to vote as
such owner. To the extent that any provision of the Amended and
Restated Rights Agreement between the Corporation and
Wachovia Bank of North Carolina, N.A., as Rights Agent, dated
as of May 10, 1994, is deemed to constitute a restriction
on the transfer of any securities of the Corporation,
including, without limitation, the Rights, as defined therein,
such restriction is hereby authorized by these Bylaws.
5.4 Fixing Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled
to receive payment of any dividend or other distribution, or
in order to make a determination of shareholders for any
other proper purpose, the Board of Directors may fix in advance
a date as the record date for any such determination of
shareholders, such date in any case to be not more than seventy
days prior to the date on which the particular action, requiring
such determination of shareholders, is to be taken. If no record
date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend or
other distribution, the date on which notices of the meeting are
mailed or the date on which the resolution of the Board of
Directors declaring such dividend or other distribution is
adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made
as provided in this section, such determination shall apply
to any adjournment thereof unless the Board of Directors fixes a
new record date, which it shall do if the meeting is adjourned to
a date more than 120 days after the date fixed for the original
meeting.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 Seal. The seal of the Corporation shall consist
of a circular design with the words "Owens & Minor, Inc." around the
top margin thereof, "Richmond, Virginia" around the lower margin
thereof and the word "Seal" in the center thereof.
6.2 Fiscal Year. The fiscal year of the
Corporation shall end on such date and shall consist of such
accounting periods as may be fixed by the Board of
Directors.
6.3 Checks, Notes and Drafts. Checks, notes, drafts
and other orders for the payment of money shall be signed by such
persons as the Board of Directors from time to time may
authorize. When the Board of Directors so authorizes, however,
the signature of any such person may be a facsimile.
6.4 Amendment of Bylaws. Unless proscribed by the Articles
of Incorporation, these Bylaws may be amended or altered at any
meeting of the Board of Directors by affirmative vote of a
majority of the number of Directors fixed by these Bylaws. The
shareholders entitled to vote in respect of the election of
Directors, however, shall have the power to rescind, amend, alter
or repeal any Bylaws and to enact Bylaws which, if expressly so
provided, may not be amended, altered or repealed by the Board of
Directors.
6.5 Voting of Shares Held. Unless otherwise provided
by resolution of the Board of Directors or of the Executive
Committee, if any, the President may cast the vote which the
Corporation may be entitled to cast as a shareholder or
otherwise in any other corporation, any of whose securities may be
held by the Corporation, at meetings of the holders of the shares
or other securities of such other corporation, or to consent in
writing to any action by any such other corporation, or in lieu
thereof, from time to time appoint an attorney or attorneys or
agent or agents of the Corporation, in the name and on behalf
of the Corporation, to cast such votes or give such consents. The
President shall instruct any person or persons so appointed as to
the manner of casting such votes or giving such consent and may
execute or cause to be executed
on behalf of the Corporation, and under its corporate seal or
otherwise, such written proxies, consents, waivers or other
instruments as may be necessary or proper.
ARTICLE VII
EMERGENCY BYLAWS
7.1 The Emergency Bylaws provided in this Article VII shall
be operative during any emergency, notwithstanding any different
provision in the preceding Articles of these Bylaws or in the
Articles of Incorporation of the Corporation or in the
Virginia Stock Corporation Act (other than those provisions
relating to emergency bylaws). An emergency exists if a quorum
of the Corporation's Board of Directors cannot readily be
assembled because of some catastrophic event. To the extent
not inconsistent with these Emergency Bylaws, the Bylaws provided
in the preceding Articles shall remain in effect during such
emergency and upon the termination of such emergency the Emergency
Bylaws shall cease to be operative unless and until another such
emergency shall occur.
7.2 During any such emergency:
(a) Any meeting of the Board of Directors may be
called by any officer of the Corporation or by any Director. The
notice thereof shall specify the time and place of the meeting.
To the extent feasible, notice shall be given in accord with Section
2.4 above, but notice may be given only to such of the Directors as
it may be feasible to reach at the time, by such means as may be
feasible at the time, including publication or radio, and at a
time less than twenty-four hours before the meeting if
deemed necessary by the person giving notice. Notice shall be
similarly given, to the extent feasible, to the other persons
referred to in (b) below.
(b) At any meeting of the Board of
Directors, a quorum shall consist of a majority of the number
of Directors fixed at the time by these Bylaws. If the Directors
present at any particular meeting shall be fewer than the
number required for such quorum, other persons present as
referred to below, to the number necessary to make up such
quorum, shall be deemed Directors for such particular meeting as
determined by the following provisions and in the following order
of priority:
(i) Vice-Presidents not already serving as
Directors, in the order of their seniority of first election
to such offices, or if two or more shall have been first elected to
such offices on the same day, in the order of their seniority in
age;
(ii) All other officers of the
Corporation in the order of their seniority of first
election to such offices, or if two or more shall have been first
elected to such offices on the same day, in the order of their
seniority in age; and
(iii) Any other persons that are
designated on a list that shall have been approved by the Board
of Directors before the emergency, such persons to be taken in
such order of priority and subject to such conditions as may
be provided in the resolution approving the list.
(c) The Board of Directors, during as well as
before any such emergency, may provide, and from time to time
modify, lines of succession in the event that during such an
emergency any or all officers or agents of the Corporation shall
for any reason be rendered incapable of discharging their duties.
(d) The Board of Directors, during as well as
before any such emergency, may, effective in the emergency,
change the principal office, or designate several alternative
offices, or authorize the officers so to do.
7.3 No officer, Director or employee shall be liable
for action taken in good faith in accordance with these Emergency
Bylaws.
7.4 These Emergency Bylaws shall be subject to repeal or
change by further action of the Board of Directors or by action of
the shareholders, except that no such repeal or change shall modify
the provisions of the next preceding paragraph with regard to
action or inaction prior to the time of such repeal or change.
Any such amendment of these Emergency Bylaws may make any further or
different provision that may be practical and necessary for the
circumstances of the emergency.