EXHIBIT 3.2
(February, 1997)
RESTATED BYLAWS
OF
CADMUS COMMUNICATIONS CORPORATION
ARTICLE I
Meetings of Stockholders
Section 1. Places of Meetings: All meetings of the stockholders shall
be held at the principal office of the Corporation or at such other place as may
be stated in the notice or waiver of notice of any such meeting.
Section 2. Annual Meeting: The annual meeting of the stockholders of
the Corporation shall be held at a time and place to be determined by the
Chairman of the Board, the President, the Board of Directors or the Executive
Committee, which time and place shall be stated in the notice of the annual
meeting.
Section 3. Special Meetings: Except as otherwise specifically provided
by law, a special meeting of the stockholders shall be held only upon the call
of the Chairman of the Board, the President, the Board of Directors or the
Executive Committee.
Section 4. Notice of Meeting: Written notice stating the place, day and
hour of every meeting of the stockholders and the purpose or purposes for which
the meeting is called, shall be given not less than ten nor more than sixty days
previous thereto (except as otherwise required by law), either personally or by
mail, by or at the direction of the Chairman of the Board, the President, any
Vice President, the Secretary, or by the persons calling the meeting, to each
stockholder of record entitled to vote at the meeting.
Section 5. Quorum: Any number of stockholders together holding a
majority of the shares issued and outstanding of the Corporation entitled to
vote (which shall not include any treasury stock held by the Corporation), who
shall be present in person or represented by proxy at any meeting, shall
constitute a quorum for the transaction of business, including the election of
directors. If less than a quorum shall be present or represented by proxy 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 stockholders present or represented by
proxy, without notice other than by announcement at the meeting, until a quorum
shall be present or represented by proxy.
Section 6. Organization: The Chairman of the Board and in his absence,
the President, and in the absence of the Chairman of the Board and the
President, a chairman appointed by the stockholders present shall call the
meeting of the stockholders to order and shall act as chairman thereof. Any
matter brought before a meeting of stockholders upon the affirmative
recommendation of the Board of Directors where such matter is included in the
written notice of the meeting (or any supplement thereto) and accompanying proxy
statement given to stockholders of record on the record date for such meeting by
or at the direction of the Board of Directors is deemed to be properly before
the stockholders for a vote and does not need to be moved or seconded from the
floor of such meeting.
Section 7. Voting: At any meeting of the stockholders, each stockholder
entitled to vote shall have one vote, in person or by proxy appointed by an
instrument in writing, subscribed by such stockholder or by his duly authorized
attorney; at all meetings, each stockholder shall have one vote, for each share
of stock registered in his name.
Section 8. List of Stockholders: At each meeting of the stockholders a
full, true and complete list, in alphabetical order, of all the stockholders
entitled to vote at such meeting, with the number of shares held by each,
certified by the secretary, assistant secretary or the transfer agent, shall be
furnished.
ARTICLE II
Directors
Section 1. General Powers: The business and affairs of the Corporation
shall be managed by the Board of Directors, and except as otherwise expressly
provided by law or by the Articles of Incorporation, or by these By-laws, all of
the powers of the Corporation shall be vested in said Board.
Section 2. Number and Qualification: The number of directors comprising
the Board of Directors shall be as established in the Articles of Incorporation.
Directors need not be stockholders or residents of the State of Virginia. A
majority of the directors actually elected and serving at the time of any given
meeting shall constitute a quorum for the transaction of business and the act of
the majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 3. Election of Directors: The directors shall be elected at the
annual meeting of shareholders in accordance with the Article of Incorporation.
Section 4. Meetings of Directors: Regular meetings of the Board shall
be held at such times as the Board may determine, and special meetings shall be
held whenever called by the direction of the Chairman of the Board or the
President, or by any two directors for the time being in office. Unless
otherwise specified in the notice thereof, any and all business may be
transacted at a special meeting. Meetings of the Board of Directors shall be
held at places in or outside the State of Virginia and at times fixed by
resolution of the Board, or upon call of the Chairman of the Board or the
President. The Secretary, or officer performing his duties, shall give at least
24 hours' notice by telegraph, letter, or telephone of all meetings of the
directors; provided, that notice need not be given 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 directors are present, or if those not present waive
notice either before or after the meeting.
Section 5. Action Without a Meeting: Any action which is required or
which may be taken at a meeting of the directors or of a committee, may be taken
without a meeting if a consent in writing, setting forth the actions so to be
taken, shall be signed before such action by all the directors, or all of the
members of the committee, as the case may be.
Section 6. Nominations of Director Candidates: The Nominating Committee
appointed by the Board of Directors in accordance with Article III, Section 6
shall select and recommend a slate of nominees to be voted on for election as
directors at each annual meeting. However, any shareholder entitled to vote in
the election of directors generally may nominate one or more persons for
election as directors at a meeting, but only if written notice of such
stockholder's intent to make such nomination(s) has been given, either by
personal delivery or by United States mail, postage prepaid, to the Secretary of
the Corporation not later than (i) with respect to an election to be held at
annual meeting of stockholders, ninety days prior to the anniversary date of the
immediately preceding annual meeting of stockholders and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, the close of business on the tenth day following the date on which
notice of such meeting is first given to stockholders. Each such notice of a
stockholders' intention to make nomination(s) shall set forth: (a) the name and
address of the stockholder who intends to make the nomination of the person(s)
and of the person(s) to be nominated; (b) a representation that the stockholder
is the owner of the stock of the Corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person(s) specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee for director and any
other person(s) (naming such person(s)) pursuant to which the nomination(s) are
to be made by the stockholder; (d) such other information regarding such nominee
proposed by such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to be nominated, by the
Board of Directors; and (e) the written consent of each nominee to serve as a
director of the Corporation if so elected. The presiding officer at any meeting
may refuse to acknowledge the nomination of any person not made in compliance
with the foregoing sentence.
Section 7. Changes in Principal Occupation: In the event that a
director changes his principal occupation, the director shall submit a letter of
resignation to the Chairman of the Board, indicating the nature of his new
principal occupation. If the new principal occupation results in a conflict of
interest or otherwise necessitates immediate action, the Executive Committee
shall promptly take such action as it deems appropriate with respect to the
resignation. Otherwise, the Executive Committee shall defer action on the
resignation until the expiration of the director's current term. At such time,
the Executive Committee shall consider whether to nominate such director for
re-election, taking into consideration the nature of the director's new
occupation, the attributes and qualifications necessary to maintain a
well-balanced Board, and such other factors as the Executive Committee deems
relevant.
ARTICLE III
Committees
Section 1. Committees: There will be an Executive Committee, a Benefits
and Investment Committee, an Executive Compensation and Organization Committee,
an Audit Committee, a Nominating Committee and such other committees as the
Board of Directors may, from time to time, create for such purposes and with
such powers as the Board may determine.
Section 2. Executive Committee: The Board of Directors shall appoint
from among the directors an Executive Committee consisting of not less than
three (3) nor more than seven (7) members (or such other number as the Board may
appoint). This Committee shall have power to do any and all acts and to exercise
any and all authority between the meetings of the Board of Directors which the
Board of Directors is authorized and empowered to exercise, except as otherwise
limited under Virginia law and under the Articles of Incorporation and Bylaws of
the Corporation.
The Executive Committee shall fix its own rules of proceeding and shall
meet where and as provided by such rules, but in every case the presence of at
least a majority of the Executive Committee shall be necessary to constitute a
quorum. In every case, the affirmative vote of a majority of all the members of
the Executive Committee present at the meeting shall be necessary for the
adoption of any resolution.
The Chairman of the Corporation shall serve as the Chairman of the
Executive Committee. The Chairman shall preside at meetings of the Executive
Committee and shall have such other powers and duties as shall be conferred upon
him from time to time by the Board of Directors.
All actions of the Executive Committee shall be reported to the Board
of Directors at its next succeeding meeting.
Section 3. Benefits and Investment Committee: The Board of Directors
shall appoint from among its members a Benefits and Investment Committee,
consisting of not less than three (3) nor more than seven (7) members (or such
other number as the Board may appoint). The Board shall appoint one member of
the Committee as Chairman. The responsibilities of the Benefits and Investment
Committee shall be to review the operation of the employee benefit plans and
programs and other fringe benefits provided by the Corporation and to review and
monitor compliance thereof with applicable law; and to select and evaluate the
performance of any Plan Administrator(s), trustee(s) and Investment Manager(s)
and to recommend changes deemed advisable. Additionally, the Committee shall
periodically review the status of associate relations and ensure that the
company's human resources policies and practices support the creation of a
positive work environment that is in full compliance with regulatory and legal
requirements. The Committee shall also review the actions being taken by
management to develop and fully utilize the capabilities of associates. The
Benefits and Investment Committee shall report at least once a year to the Board
of Directors.
Section 4. Executive Compensation and Organization Committee: The Board
of Directors shall appoint from among its members who are not officers or
employees of the Corporation or its subsidiaries ("Non-management Members") an
Executive Compensation and Organization Committee consisting of not less than
three (3) nor more than seven (7) members (or such other number as the Board may
appoint). The Board shall appoint one member of the Committee as Chairman. The
responsibilities of the Executive Compensation and Organization Committee shall
be to approve the design of, and to administer, senior management salary and
incentive plans and related perquisites and benefits; to make awards to
employees under the Corporation's stock incentive plans; to review and evaluate
the organizational structure, management development and succession plans as
presented by the President of the Corporation; and to review and evaluate the
goals and performance of the Chairman and the President and their evaluation of
key employees. The Executive Compensation and Organization Committee shall
report at least once a year to the Board of Directors.
Section 5. Audit Committee: The Board of Directors shall appoint from
among its Non-management Members an Audit Committee consisting of five (5)
members (or such other number as the Board may appoint). The Board shall appoint
one member of the Committee as Chairman. Management members of the Board shall
be counted for the purpose of determining the presence of a quorum at meetings
of the Board of Directors at which the Audit Committee members are appointed,
but shall have no vote upon the membership of the Audit Committee.
The Audit Committee shall meet each year (i) preceding the selection of
the external auditors to perform the annual audit, (ii) at least once after
these auditors have been selected and before the audit begins or during the
early stages of the audit, and (iii) at least once after the report of the
external auditors is received. Other meetings may be held as necessary or
convenient. A quorum for any meeting of the Audit Committee shall be any two
members, but there shall be an attempt to have all members present at each
meeting.
The Audit Committee shall report to the Board of Directors at least
once each year, recommending any appropriate change in operating or accounting
practices or in the auditors of the Corporation and disclosing any acts or
practices that are or may be illegal or contrary to the interests of the
Corporation or to which the attention of the Board should be called for other
reasons, and focusing particularly on the integrity and adequacy of disclosure
of financial information relating to the Corporation and the identification of
any problem areas relating thereto.
The Chairman of the Board of the Corporation shall designate an officer
of the Corporation to serve as a liaison between the Audit Committee and the
officers. The Audit Committee or any one or two of its members may interview any
employee, agent, customer or former or potential customer, supplier or former or
potential supplier, auditor or former or potential auditor, or any other person,
or examine any document, at any time and without offering any reasons so long as
such action is in the discharge of the responsibilities of the Audit Committee.
No officer or employee of the Corporation shall be present at such interview or
examination or seek to learn the substance or subject of the inquiry, without
the consent of the Audit Committee or the member or members acting. The Audit
Committee may consult at any time with counsel regularly retained by the
Corporation, and may after informing the Board of Directors consult with other
counsel, at the cost of the Corporation.
Section 6. Nominating Committee: The Board of Directors shall appoint
from among its members a Nominating Committee consisting of not less than (3)
nor more than seven (7) members (or such other number as the Board may appoint).
The Board shall appoint one member of the Committee as Chairman. The
responsibilities of the Nominating Committee shall be to recommend to the Board
of Directors nominees for directors to be voted on at each annual shareholders
meeting; to recommend nominees to fill vacancies on the Board of Directors, to
make recommendations concerning membership on committees of the Board of
Directors, the functions of such committees, and the creation of new committees
or the discontinuance of existing committees, as well as such other related
functions as the Board of Directors may from time to time determine. Members of
the Nominating Committee who are officers or employees of the Corporation or any
of its subsidiaries shall have no vote on matters involving the nomination of
directors.
ARTICLE IV
Officers
Section 1. Election: The officers of the Corporation shall consist of a
Chairman of the Board, a President, a Secretary and a Treasurer, and persons
elected to such other offices as may be established from time to time by the
Board of Directors. All officers shall be elected by the Board of Directors, and
shall hold office until their successors are elected and qualify. Vacancies may
be filled at any meeting of the Board of Directors. Any two offices may be
combined in the same person as the Board of Directors may determine.
Section 2. Removal of Officers: Any officer of the corporation may be
removed summarily with or without cause, at any time by the Board of Directors.
Section 3. Duties: The Chairman of the Board presides at all meetings
of shareholders and directors and shall have such other duties and authority as
the Board shall provide from time to time. The President shall be the Chief
Executive Officer of the Corporation and shall have power and responsibility for
carrying out the policies of the Board of Directors. The officers of the
Corporation shall have such duties as generally pertain to their offices, as
well as such powers and duties as from time to time shall be conferred upon them
by the Board of Directors.
ARTICLE V
Capital Stock
Section 1. Issuance of Certificates of Stock: Certificates of capital
stock shall be in such form as may be prescribed by the Board of Directors and
may (but need not) bear the seal of the Corporation or a facsimile thereof. All
certificates shall be signed by the Chairman of the Board or the President, and
also by the Secretary or the Assistant Secretary, which signatures may be
facsimiles thereof.
Section 2. Certificates to be Entered: All certificates shall be
consecutively numbered, and shall contain the names of the owners, the number of
shares and the date of issue, a record whereof shall be entered in the
Corporation's books. The Corporation shall be entitled to treat the holder of
record of shares as the legal and equitable owner thereof and accordingly shall
not be bound to recognize any equitable or other claim with respect thereto on
the part of any other person so far as the right to vote and to participate in
dividends is concerned.
Section 3. Transfer of Stock: The stock of the Corporation shall be
transferable or assignable on the books of the Corporation by the holders in
person or by attorney on surrender of the certificate or certificates 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. To the extent that any provision of the Rights Agreement between
the Corporation and First Union National Bank of North Carolina, NA., as Rights
Agent, dated as of February 1, 1989, 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 the bylaws of the Corporation.
Section 4. Lost, Destroyed and Mutilated Certificates: The holder of
stock 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 stockholder upon the
surrender of the mutilated certificate, or upon satisfactory proof of such loss
or destruction accompanied by the deposit of a bond in such form and amount and
with such surety as the Board of Directors may require.
Section 5. Regulations: The Board of Directors may make such rules and
regulations as it may deem expedient regulating the issue, transfer and
registration of certificates of stock of the Corporation.
Section 6. Determination of Stockholders of Record: The share transfer
books may be closed by order of the Board of Directors for not more than seventy
days for the purpose of determining stockholders entitled to notice of or to
vote at any meeting of the stockholders or any adjournment thereof (or entitled
to receive any distribution or in order to make a determination of stockholders
for any other purpose). In lieu of closing such books, the Board of Directors
may fix in advance as the record date for any such determination a date not more
than seventy days before the date on which such meeting is to be held (or such
distribution made or other action requiring such determination is to be taken).
If the books are not thus closed or the record date is not thus fixed, the
record date shall be the close of business on the day before the effective date
of the notice to stockholders.
ARTICLE VI
Miscellaneous Provisions
Section 1. Seal: The seal of the Corporation shall contain the name of
the Corporation and shall be in such form as shall be approved by the Board of
Directors.
Section 2. Fiscal Year: The fiscal year of the Corporation shall begin
on the 1st day of July and end on the 30th day of June.
Section 3. Examination of Books: The Board of Directors shall, subject
to the laws of the State of Virginia, have power to determine from time to time
whether and to what extent and under what conditions and limitations the
accounts and books of the Corporation, or any of them, shall be open to the
inspection of the stockholders.
Section 4. Contracts, Checks, Notes and Drafts: All contracts, 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.
Section 5. Amendment of By-Laws: These By-Laws may be amended, altered,
or repealed by the Board of Directors at any meeting. The stockholders shall
have the power to rescind, alter, amend, or repeal any By-Laws and to enact
Bylaws which, if so expressed by the stockholders, may not be rescinded,
altered, amended, or repealed by the Board of Directors.
Section 6. Application of the Control Share Acquisition Act: Article
14.1 of Chapter 9 of Title 13.1 of the Code of Virginia, consisting of Sections
13.1-728.1 through 13.1-728.9, shall not apply to acquisitions of shares of the
Corporation.
10/27/97