Exhibit 3.2
Effective April 25, 1996
REGULATIONS
of
THE MEAD CORPORATION
REGULATIONS
OF
THE MEAD CORPORATION
___________
ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of
the Corporation, for the purpose of electing directors and transacting such
other business as may be specified in the notice thereof, shall be held at such
place either within or without the State of Ohio as may be specified in such
notice, upon such date in the month of April of each year (other than a
Saturday, Sunday or legal holiday) as the Board of Directors shall determine
or, in the absence of such determination, on the fourth Thursday in April of
each year.
Section 2. Special Meetings. Special meetings of the shareholders may
be called by (i) the Chairman of the Board or the President, or in case of the
President's absence, death or disability, any Vice-President; or (ii) the
directors by action at a meeting, or a majority of the directors acting without
a meeting. Special meetings shall be called by the Secretary upon written
request of shareholders holding of record 50% or more of all shares outstanding
and entitled to vote thereat. Any such request for a special meeting shall
state the purpose or purposes of the meeting.
Special meetings of the shareholders may be held at such time and
place, either within or without the State of Ohio, as may be designated in the
notice thereof.
Section 3. Notice of Meetings. Except as otherwise provided by law or
unless waived, a written notice of each annual or special meeting stating the
time and place and the purposes thereof shall be personally delivered or mailed
to each shareholder of record entitled to notice thereof, not more than sixty
days nor less than ten days before any such meeting. If mailed, such notice
shall be addressed to the shareholder at his address as it appears upon the
records of the Corporation. Notice of adjournment of a meeting need not be given
if the time and place to which it is adjourned are fixed and announced at such
meeting.
Section 4. Quorum. The holders of record of shares entitling them to
exercise a majority of the voting power of the Corporation, present in person or
by proxy, shall constitute a quorum for all purposes, at any meeting of
shareholders, except when a greater proportion is required by law, the articles
of incorporation or these Regulations. At any meeting at which a quorum is
present, all questions and business which shall come before the meeting shall be
determined by the vote of the holders of a majority of the shares entitled to
vote thereon held by shareholders present in person or by proxy at the meeting,
except when a different proportion is required by law, the articles of
incorporation or these Regulations.
At any meeting, whether a quorum is present or not, the holders of a
majority of the voting shares held by shareholders present in person or by proxy
may adjourn from time to time and from place to place without notice other than
by announcement at the meeting. At any such adjourned meeting at which a quorum
is present, any business may be transacted which could have been transacted at
the meeting as originally noticed or held.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Authority of Directors. Except where the law, the articles
of incorporation or these Regulations requires action to be authorized or taken
by the shareholders, all of the authority of the Corporation shall be
exercised, and the business and affairs of the Corporation shall be managed, by
or under the direction of the directors.
Section 2. Directors. Unless changed in accordance with the provisions
of Section 3 of this Article II, the number of directors of the Corporation
shall be fixed at fourteen. Directors shall hold office until the annual
meeting next succeeding their election or until their successors are chosen and
qualified; provided, however, no director shall be required to stand for
election sooner than would have been otherwise required due to participation as
a member of a class of directors elected in a year prior to 1996.
Section 3. Change in Number of Directors. The whole number of directors
and the number of directors in each class may be changed either by the
affirmative vote of the holders of record of at least 75% of the voting power
of the Corporation at a meeting of shareholders called for that purpose and for
the purpose of electing directors, or by the affirmative vote of a majority of
the directors. No reduction in the number of directors, either by the
shareholders or the directors, shall of itself have the effect of shortening
the term of any incumbent director.
Section 4. Nominations. Only persons who are nominated in accordance
with the following procedures shall be eligible for election as directors.
Nominations of persons for election as directors of the Corporation may be made
at a meeting of shareholders (i) by or at the direction of the Board of
Directors or by any committee or person appointed by the Board of Directors or
(ii) by any shareholder of the Corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth in
this Section 4. Any nomination other than those governed by clause (i) of the
preceding sentence, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice shall be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 50 days nor more than 75 days prior to the meeting;
provided, however, that in the event that less than 60 days' notice or prior
public disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than the
close of business on the 10th day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made. Such
shareholder's notice to the Secretary shall set forth (a) as to each person whom
the shareholder proposes to nominate for election as a director (i) the name,
age, business address and residence address of such person, (ii) the principal
occupation or employment of such person, (iii) the class and number of any
shares of the Corporation which are beneficially owned by such person and (iv)
any other information relating to such person that is required to be disclosed
in solicitations for proxies for election of directors pursuant to any then
existing rule or regulation promulgated under the Securities Exchange Act of
1934, as amended; and (b) as to the shareholder giving the notice (i) the name
and record address of such shareholder and (ii) the class and number of shares
of the Corporation which are beneficially owned by such shareholder. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director. No person shall be eligible for
election as a director unless nominated as set forth herein.
The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
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Section 5. Removal of Directors. No director may be removed prior to
the expiration of such director's term of office, except by the affirmative
vote of the holders of 75% of the voting power of the Corporation entitled to
vote in the election of directors; provided, however, that unless all the
directors are removed, no individual director shall be removed if the votes of
a sufficient number of shares are cast against his removal which, if
cumulatively voted at an election of all the directors, would be sufficient to
elect at least one director.
Section 6. Vacancies. The remaining directors, though less than a
majority of the whole authorized number of directors, may, by the vote of a
majority of their number, fill any vacancy in the Board of Directors however
arising for the unexpired term thereof. Any person elected to fill a vacancy in
the Board of Directors shall hold office until the expiration of the term of
office for the class to which he is elected and until his successor is elected
and qualified.
Section 7. Meetings of the Board. The Board of Directors may, by by-law
or resolution, provide for regular meetings of the Board.
Special meetings of the Board of Directors may be held at any time upon
call of the Chairman of the Board, the President, any Vice-President, or any
two members of the Board.
Meetings of the Board of Directors may be held at any place either
within or without the State of Ohio. Written notice of the time and place of
each special meeting of the Board of Directors shall be given by mailing the
same to each director at his last known address at least three days prior to
the date of such meeting, or such notice may be personally delivered or
telegraphed in substance to each director not less than twenty-four hours
before the meeting, which notice need not specify the purposes of the meeting.
Such notice may be waived in writing, either before or after the holding of
such meeting, by any director, which writing shall be filed with or entered
upon the records of the meeting. The attendance of any director at any such
meeting without protesting, prior to or at the commencement of the meeting, the
lack of proper notice shall be deemed to be a waiver by him of notice of such
meeting. Notice of adjournment of a meeting need not be given if the time and
place to which it is adjourned are fixed and announced at such meeting.
Section 8. Quorum for Meetings. A majority of the directors of the
Corporation 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.
Section 9. Secret Ballot. Upon the oral or written request of any
director, any matter to be voted upon by the Board of Directors, or any
committee thereof, shall be by secret ballot and such ballots shall then be
counted and reported by the secretary of the meeting.
ARTICLE III
COMMITTEES
Section 1. Committees. The Board of Directors, by resolution adopted by
a majority of the whole Board, may appoint three or more directors to constitute
one or more committees of directors. The resolution establishing each such
committee shall specify a designation by which it shall be known and shall fix
its powers and authority. The Board of Directors may delegate to any such
committee any of the authority of the Board of Directors, however conferred,
other than that of filling vacancies among the directors or in any committee of
the directors.
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The Board of Directors may likewise appoint one or more directors as
alternate members of any such committee, who may take the place of any absent
member or members at any meeting of such committee.
Each such committee shall serve at the pleasure of the Board of
Directors, shall act only in the intervals between meetings of the Board of
Directors, and shall be subject to the control and direction of the Board of
Directors. All actions by any such committee shall be subject to revision and
alteration by the Board of Directors provided that no rights of third persons
shall be adversely affected by any such revision or alteration.
An act or authorization of an act by any such committee within the
authority delegated to it by the resolution establishing it shall be as
effective for all purposes as the act or authorization of the Board of
Directors.
Any such committee may act by a majority of its members at a meeting or
by a writing or writings signed by all of its members.
The Board of Directors may likewise appoint other members of any
committee who are not members of the Board of Directors who shall act in an
advisory capacity but who shall have no vote upon any matter of business before
the committee.
ARTICLE IV
OFFICERS
Section 1. Officers. The officers of the Corporation shall be a
Chairman of the Board, a President, a Secretary, a Treasurer, and such other
officers, subordinate officers and assistants as the Board of Directors may
from time to time determine.
Any two or more offices may be held by one person, except the offices
of President and Vice-President.
Section 2. Election of Officers. All officers of the Corporation shall
be elected annually by the Board of Directors, and shall hold office at the
pleasure of the Board of Directors. The Board of Directors may remove any
officer at any time, with or without cause, by a majority vote. The Board of
Directors may fill any vacancy in any office occurring from whatever cause.
Section 3. Authority and Duties of Officers. The officers of the
Corporation shall have such authority and shall perform such duties as are
determined by the Board of Directors.
ARTICLE V
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Liability. (a) No person shall be found to
have violated his duties to the Corporation as a director or officer of the
Corporation in any action brought against such director or officer (including
actions involving or affecting any of the following: (i) a change or potential
change in control of the Corporation; (ii) a termination or potential
termination of his service to the Corporation as a director or officer; or (iii)
his service in any other position or relationship with the Corporation), unless
it is proved by clear and convincing evidence that the director or officer has
not acted in good faith, in a manner he
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reasonably believes to be in or not opposed to the best interests of the
Corporation, or with the care that an ordinarily prudent person in a like
position would use under similar circumstances. Notwithstanding the foregoing,
nothing contained in this paragraph (a) limits relief available under Section
1701.60 of the Ohio Revised Code.
(b) In performing his duties, a director or officer shall be entitled to rely
on information, opinions, reports, or statements, including financial statements
and other financial data, that are prepared or presented by: (i) one or more
directors, officers, or employees of the Corporation whom the director or
officer reasonably believes are reliable and competent in the matters prepared
or presented; (ii) counsel, public accountants, or other persons as to matters
that the director or officer reasonably believes are within the person's
professional or expert competence; or (iii) a committee of the directors upon
which he does not serve, duly established in accordance with the provisions of
these Regulations, as to matters within its designated authority, which
committee the director or officer reasonably believes to merit confidence.
(c) A director or officer in determining what he reasonably believes to be in
the best interests of the Corporation shall consider the interests of the
Corporation's shareholders and, in his discretion, may consider (i) the
interests of the Corporation's employees, suppliers, creditors and customers;
(ii) the economy of the state and nation; (iii) community and societal
considerations; and (iv) the long-term as well as short-term interests of the
Corporation and its shareholders, including the possibility that these interests
may be best served by the continued independence of the Corporation.
(d) A director or officer shall be liable in damages for any action he takes or
fails to take as a director or officer only if it is proved by clear and
convincing evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate intent to
cause injury to the Corporation or undertaken with reckless disregard for the
best interests of the Corporation. Notwithstanding the foregoing, nothing
contained in this paragraph (d) affects the liability of directors under Section
1701.95 of the Ohio Revised Code or limits relief available under Section
1701.60 of the Ohio Revised Code.
Section 2. Indemnification. (a) in case any person was or is a party,
or is threatened to be made a party, to any threatened, pending, or completed
action, suit, or preceding, 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, of is or was serving at the request of the Corporation as a
director, trustee, officer, employee, or agent of another corporation, domestic
or foreign, nonprofit or for profit, partnership, joint venture, trust, or
other enterprise, the Corporation shall indemnify such person against expenses,
including attorney's fees, judgments, decrees, fines, penalties, and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any matter the subject of a criminal action,
suit, or proceeding, he had no reasonable cause to believe that his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contenders or its equivalent,
shall not, itself, create a presumption that the person did not act in good
faith and 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 matter the
subject of a criminal action, suit or proceeding, that he had reasonable cause
to believe that his conduct was unlawful.
(b) In case any person was or is a party, or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that 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, trustee, officer,
employee, or agent of another corporation, domestic or foreign, nonprofit or for
profit, partnership, joint venture, trust or other enterprise, the Corporation
shall indemnify such person against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted
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in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, except that no indemnification shall be
made in respect of any of the following: (i) any claim, issue, or matter as to
which such person is adjudged to be liable for negligence or misconduct in the
performance of this duty to the Corporation unless and only to the extent that
the court of common pleas, or the court in which such action or suit was brought
determines 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 as the court of common pleas or such
other court shall deem proper; or (ii) any action or suit in which the only
liability asserted against a director is pursuant to Section 1701.95 of the Ohio
Revised Code.
(c) To the extent that a director, trustee, officer, employee, or agent has
been successful on the merits or otherwise in defense of any action, suit, or
proceeding referred to in paragraphs (a) and (b) of this Section 2, or in
defense of any claim, issue, or matter therein, the Corporation shall indemnify
him against expenses, including attorney's fees, actually and reasonably
incurred by him in connection with the action, suit or proceeding.
(d) Any indemnification under paragraphs (a) and (b) of this Section 2, 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,
trustee, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in paragraphs (a) and (b)
of this Section 2. Such determination shall be made as follows: (i) by a
majority vote of a quorum consisting of directors of the Corporation who were
not and are not parties to or threatened with any such action, suit, or
proceeding; (ii) if the quorum described in cause (i) of this paragraph (d) is
not obtainable or if a majority vote of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been retained
by or who has performed services for the Corporation, or any person to be
indemnified within the past five years; (iii) by the shareholders; or (iv) by
the court of common pleas or the court in which such action, suit, or proceeding
was brought. Any determination made by the disinterested directors under cause
(i) of this paragraph (d) or by independent legal counsel under cause (ii) of
this paragraph (d) shall be promptly communicated to the person who threatened
or brought the action or suit, by or in the right of the Corporation referred to
in paragraph (b) of this Section 2, and within ten days after the receipt of
such notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to review the
reasonableness of such determination.
(e) (i) Unless the only liability asserted against a director in any action,
suit, or proceeding referred to in paragraphs (a) and (b) of this Section 2 is
pursuant to Section 1701.95 of the Ohio Revised Code, expenses, including
attorney's fees, incurred by a director in defending the action, suit, or
proceeding, shall be paid by the Corporation as they are incurred, in advance of
the final disposition of the action, suit, or proceeding upon receipt of an
undertaking by or on behalf of the director in which he agrees to do both of the
following: (A) repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury to
the Corporation or undertaken with reckless disregard for the best interests of
the Corporation; and (B) reasonably cooperate with the Corporation concerning
the action, suit, or proceeding.
(ii) Expenses, including attorney's fees, incurred by a director, trustee,
officer, employee or agent in defending any action, suit or proceeding referred
to in paragraphs (a) and (b) of this Section 2 may be paid by the Corporation as
they are incurred in advance of the final disposition of the action, suit or
proceeding as authorized by the directors in the specific case upon the receipt
of an undertaking by or on behalf of the director, trustee, officer, employee,
or agent to repay such amount, if it ultimately is determined that he is not
entitled to be indemnified by the Corporation.
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(f) Expenses, including attorney's fees, amounts paid in settlement, and
(except in the case of an action by or in the right of the Corporation)
judgments, decrees, fines and penalties, incurred in connection with any
potential, threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by any person 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, trustee,
officer, employee, or agent of another corporation, domestic or foreign,
nonprofit or for profit, partnership, joint venture, trust or other enterprise,
may be paid or reimbursed by the Corporation, as authorized by the Board of
Directors upon a determination that such payment or reimbursement is in the best
interests of the Corporation; provided, however, that, unless all directors are
interested, the interested directors shall not participate and a quorum shall be
one-third of the disinterested directors.
(g) The indemnification authorized by this Section 2 shall not be exclusive of,
and shall be in addition to any other rights granted to those seeking
indemnification under the articles of incorporation or these Regulations or any
agreement, vote of shareholders or disinterested directors, or otherwise, both
as to action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, trustee, officer, employee, or agent and shall inure to the benefit of
the heirs, executors, and administrators of such a person.
(h) The Corporation may purchase and maintain insurance or furnish similar
protection, including but not limited to trust funds, letters of credit or self-
insurance, on behalf of or for 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, trustee, officer, employee, or agent of another
corporation, domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have indemnified him against such liability
under this Section 2. Insurance may be purchased from or maintained with a
person in which the Corporation has a financial interest. (i) The authority of
the Corporation to indemnify persons pursuant to paragraphs (a) and (b) of this
Section 2 does not limit the payment of expenses as they are incurred,
indemnification, insurance, or other protection that may be provided pursuant to
paragraphs (e), (f), (g) and (h) of this Section 2. Paragraphs (a) and (b) of
this Section 2 do not create any obligation to repay or return payments made by
the Corporation pursuant to paragraphs (e), (f), (g) and (h) of this Section 2.
Section 3. Interpretation. As used in Article V, words of the masculine
gender shall include the feminine gender.
ARTICLE VI
SEAL
The seal of the Corporation shall be circular with the words "THE MEAD
CORPORATION", and "OHIO" surrounding the word "SEAL".
ARTICLE VII
AMENDMENTS
These Regulations may be amended or repealed at any meeting of
shareholders called for that purpose by the affirmative vote of the holders of
record of shares entitling them to exercise a majority of the voting power of
the Corporation on such proposal; provided, however, that Sections 2, 3, and 5
of Article II and this Article VII may not be amended, modified or repealed, and
no amendment to these Regulations which is inconsistent therewith may be
adopted, without the affirmative vote of the holders of record of shares
entitling them to exercise 75% of the voting power of the Corporation on such
proposal.
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