AMENDED AND RESTATED
(Through April 28, 1995)
BY-LAWS
OF
NEW ENGLAND BUSINESS SERVICE, INC.
ARTICLE ONE
Stockholders
Section 1. Annual Meeting. The annual meeting of the stockholders
shall be held on the last Friday of October in each year (or if that be a legal
holiday in the place where the meeting is to be held, on the next succeeding
full business day), or on such later date to which the Directors or the Chairman
of the Board or the President shall postpone such meeting, at the hour fixed by
the Directors or the Chairman of the Board or the President and stated in the
notice of the meeting. The purposes for which the annual meeting is to be held,
in addition to those prescribed by law, by the Certificate of Incorporation or
by these By-laws, may be specified by the Directors or the Chairman of the Board
or the President. If no annual meeting is held in accordance with the foregoing
provisions, the Directors shall cause the meeting to be held as soon thereafter
as convenient.
Section 2. Special Meetings. Special meetings of the stockholder may
be called by the Chairman of the Board, the President or the Directors. No call
of a special meeting of the stockholders shall be required if such notice of the
meeting shall have been waived in writing (including a telegram) by every
stockholder entitled to notice thereof, or by his attorney thereunto authorized.
Section 3. Place of Meetings. All meetings of stockholders shall be
held at the principal office of the corporation unless a different place (within
the United States) is fixed by the Directors or the Chairman of the Board or the
President and stated in the notice of the meeting.
Section 4. Notices. Except as otherwise provided by law, notice of
all meetings of stockholders shall be given as follows, to wit: A written
notice, stating the place, day and hour thereof, shall be given by the Secretary
(or person or persons calling the meeting), not less than 10 nor more than sixty
days before the meeting, to each stockholder entitled to vote thereat and to
each stockholder who, by law, the Certificate of Incorporation, or these By-
laws, is entitled to such notice, by leaving such notice with him or at his
residence or usual place of business, or by mailing it postage prepaid, and
addressed to such stockholder at his address as it appears upon the books of the
corporation. Notices of all meetings of stockholders shall state the purposes
for which the meetings are called. No notice need be given to any stockholder if
a written waiver of notice, executed before or after the meeting by the
stockholder or his attorney thereunto authorized, is filed with the records of
the meeting.
Section 5. Quorum. At any meeting of stockholders a quorum for the
transaction of business shall consist of one or more individuals appearing in
person and/or as proxies and owning and/or representing a majority of the shares
of the corporation then outstanding and entitled to vote, provided that in the
absence of a quorum, the stockholders may, by majority vote, adjourn the meeting
from time to time until a quorum shall be present.
Section 6. Voting and Proxies. Each stockholder shall have one vote
for each share of stock entitled to vote, and a proportionate vote for any
fractional share entitled to vote, held by him of record according to the
records of the corporation, unless otherwise provided by the Certificate of
Incorporation or by resolution or resolutions of the Board of Directors
establishing rights of Preferred Stock as provided for in the Certificate of
Incorporation. Stockholders may vote either in person or by written proxy dated
not more than three years before the meeting named therein, unless the proxy
provides for a longer period. Proxies shall be filed with the Secretary before
being voted at any meeting or any adjournment thereof. Every proxy must be
signed by the stockholder or by his attorney-in-fact. A proxy purporting to be
executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise.
Section 7. Action at Meeting. When a quorum is present, the action
of the stockholders on any matter properly brought before such meeting shall be
decided by the holders of a majority of the stock present or represented and
entitled to vote and voting on such matter, except where a different vote is
required by law, the Certificate of Incorporation or these By-laws. Any
election by stockholders shall be determined by a majority of the votes cast by
the stockholders entitled to vote at the election. No ballot shall be required
for such election unless requested by a stockholder present or represented at
the meeting and entitled to vote in the election.
Section 8. Special Action. Any action to be taken by the
stockholders may be taken without a meeting if all stockholders entitled to vote
on the matter consent to the action by a writing filed with the records of the
meetings of stockholders. Such consent shall be treated for all purposes as a
vote at a meeting.
Section 9. Record Date. The Directors may fix in advance a time
which shall be not more than sixty days prior to (a) the date of any meeting of
stockholders and not less than ten days prior to such meeting, (b) the date for
the payment of any dividend or the making of any distribution to stockholders,
or (c) the last day on which the consent or dissent of stockholders may be
effectively expressed for any purpose, as the record date for determining the
stockholders having the right to notice of and to vote at such meeting and any
adjournment thereof, the right to receive such dividend or distribution, or the
right to give consent or dissent. The Board of Directors may fix a new record
date, or confirm an existing record date, for the purpose of determining the
stockholders entitled to vote at any adjourned or postponed meeting. In each
such case only stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the corporation after the
record date..
Section 10. Stockholder List. The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of
- 2 -
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city or
other municipality or community where the meeting is to be held, which place
shall be specified in the notice of the meeting, or if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by this Section or the books of the corporation, or to vote at
any meeting of stockholders.
ARTICLE TWO
Directors
Section 1. Powers. The Board of Directors, subject to any action at
any time taken by such stockholders as then have the right to vote, shall have
the entire charge, control and management of the corporation, its property and
business and may exercise all or any of its power.
Section 2. Election. A Board of Directors of such number, not less
than 3, nor more than 9, as shall be fixed by the stockholders, shall be elected
by the stockholders at the annual meeting.
Section 3. Vacancies. Any vacancy at any time existing in the Board
may be filled by the Board at any meeting. The stockholders having voting power
may, at a special meeting called at least in part for the purpose, choose a
successor to a Director whose office is vacant, and the person so chosen shall
displace any successor chosen by the Directors.
Section 4. Enlargement of the Board. The number of the Board of
Directors may be increased and one or more additional Directors elected at any
special meeting of the stockholders, called at least in part for the purpose, or
by the Directors by vote of a majority of the Directors then in office.
Section 5. Tenure. Except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws, Directors shall hold office
until the next annual meeting of stockholders and thereafter until their
successors are chosen and qualified. Any Director may resign by delivering his
written resignation to the corporation at its principal office or to the
Chairman of the Board, the President or the Secretary. Such resignation shall
be effective upon receipt unless it is specified to be effective at some other
time or upon the happening of some other event.
Section 6. Removal. A Director may be removed from office with or
without cause by vote of a majority of the stockholders entitled to vote in the
election of Directors.
- 3 -
Section 7. Annual Meetings. Immediately after each annual meeting of
stockholders and at the place thereof, if a quorum of the Directors elected at
such meeting is present, there shall be a meeting of the Directors without
notice; but if such a quorum of the Directors elected thereat is not present at
such meeting, or if present does not proceed immediately thereafter to hold a
meeting of the Directors, the annual meeting of the Directors shall be called in
the manner hereinafter provided with respect to the call of special meetings of
Directors.
Section 8. Regular Meetings. Regular meetings of the Directors may
be held at such times and places as shall from time to time be fixed by
resolution of the Board and no notice need be given of regular meetings held at
times and places so fixed, provided however, that any resolution relating to the
holding of regular meetings shall remain in force only until the next annual
meeting of stockholders, and that if at any meeting of Directors at which a
resolution is adopted fixing the times or place or places for any regular
meetings any Director is absent, no meeting shall be held pursuant to such
resolution until either each such absent Director has in writing or by telegram
approved the resolution or seven days have elapsed after a copy of the
resolution certified by the Secretary has been mailed postage prepaid, addressed
to each such absent Director at his last known home or business address.
Section 9. Special Meetings. Special meetings of the Directors may
be called by the Chairman of the Board, the President, the Treasurer or any two
Directors and shall be held at the place designated in the call thereof.
Section 10. Notices. Notices of any special meeting of the Directors
shall be given by the Secretary to each Director, by mailing to him, postage
prepaid, and addressed to him at his address as registered on the books of the
corporation, or if not so registered at his last known home or business address,
a written notice of such meeting at least four days before the meeting or by
delivering such notice to him at least forty-eight hours before the meeting or
by sending to him at least forty-eight hours before the meeting, by prepaid
telegram addressed to him at such address, notice of such meeting. If the
Secretary refuses or neglects for more than twenty-four hours after receipt of
the call to give notice of such special meeting, or if the office of the
Secretary is vacant or the Secretary is incapacitated, such notice may be given
by the officer or one of the Directors calling the meeting. Notice need not be
given to any Director if a written waiver of notice, executed by him before or
after the meeting, is filed with the records of the meeting, or to any Director
who attends the meeting without protesting prior thereto or at its commencement
the lack of notice to him. A notice or waiver of notice of a Directors' meeting
need not specify the purpose of the meeting.
Section 11. Quorum. At any meeting of the Directors a majority of
the number of Directors required to constitute a full Board, as fixed in or
determined pursuant to these By-laws as then in effect, shall constitute a
quorum for the transaction of business; provided always that any number of
Directors (whether one or more and whether or not constituting a quorum) present
at any meeting or at any adjourned meeting may make any reasonable adjournment
thereof.
- 4 -
Section 12. Action at Meeting. At any meeting of the Directors at
which a quorum is present, the action of the Directors on any matter brought
before the meeting shall be decided by the vote of a majority of those present
and voting, unless a different vote is required by law, the Certificate of
Incorporation, or these By-laws.
Section 13. Special Action. Any action by the Directors may be taken
without a meeting if a written consent thereto is signed by all the Directors
and filed with the records of the Directors' meetings. Such consent shall be
treated as a vote of the Directors for all purposes.
Section 14. Committees. The Directors may, by vote of a majority of
the number of Directors required to constitute a full Board as fixed in or
determined pursuant to these By-laws as then in effect, elect from their number
an executive or other committees and may by like vote delegate thereto some or
all of their powers except those which by law, the Certificate of Incorporation
or these By-laws they are prohibited from delegating. Except as the Directors
may otherwise determine, any such committee may make rules for the conduct of
its business, but unless otherwise provided by the Directors or in such rules,
its business shall be conducted as nearly as may be in the same manner as is
provided by these By-laws for the Directors.
ARTICLE THREE
Officers
Section 1. Enumeration. The officers of the corporation shall be a
President, a Treasurer, a Secretary, and such Vice Presidents, Assistant
Treasurers, Assistant Secretaries, and other officers as may from time to time
be determined by the Directors.
Section 2. Election. The President, Treasurer and Secretary shall be
elected annually by the Directors at their first meeting following the annual
meeting of stockholders. Other officers may be chosen by the Directors at such
meeting or at any other meeting.
Section 3. Qualification. The President may, but need not be, a
Director. No officer need be a stockholder. Any two or more offices may be
held by the same person, provided that the President and the Secretary shall not
be the same person. Any officer may be required by the Directors to give bond
for the faithful performance of his duties to the corporation in such amount and
with such sureties as the Directors may determine.
Section 4. Tenure. Except as otherwise provided by law, by the
Certificate of Incorporation or by these By-laws, the President, Treasurer and
Secretary shall hold office until the first meeting of the Directors following
the annual meeting of stockholders, and thereafter until his successor is chosen
and qualified. Other officers shall hold office until the first meeting of the
Directors following the annual meeting of stockholders unless a shorter term is
specified in the vote choosing or appointing them. Any officer may resign by
delivering his written resignation to the corporation at its principal office or
to the Chairman of the Board, the President or the Secretary, and such
resignation shall be effective upon receipt unless it is specified to be
effective at some other time or upon the happening of some other event.
- 5 -
Section 5. Removal. The Directors may remove any officer with or
without cause by a vote of a majority of the entire number of Directors then in
office, provided, that an officer may be removed for cause only after reasonable
notice and opportunity to be heard by the Board of Directors prior to action
thereon.
Section 6. Chairman of the Board. If the Directors shall appoint a
Chairman of the Board, he shall preside at all meetings of the Board and of the
stockholders at which he shall be present. In the absence or disability of the
President, the powers and duties of the President shall be exercised and
performed by the Chairman of the Board. He shall, subject to the Board of
Directors, be responsible for the long-range planning of the corporation. He
shall perform such duties and have such powers additional to the foregoing as
the Board shall from time to time designate.
Section 7. President. In the absence or disability of the Chairman
of the Board, the President shall, when present, preside at all meetings of the
stockholders and of the Directors. Except as otherwise expressly provided by
these By-laws or by action of the Board, it shall be the duty of the President,
and he shall have the power, to see that all orders and resolutions of the
Directors are carried into effect. The President, as soon as reasonably
possible after the close of each fiscal year, shall submit to the Directors a
report of the operations of the corporation for such year and a statement of its
affairs and shall from time to time report to the Directors all matters within
his knowledge which the interests of the corporation may require to be brought
to its notice. The President shall perform such duties and have such powers
additional to the foregoing as the Directors shall designate.
Section 8. Vice Presidents. Each Vice President shall have such
powers and perform such duties as the Directors shall from time to time
designate.
Section 9. Treasurer. The Treasurer shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositaries as shall be designated by the
Directors or in the absence of such designation in such depositaries as he shall
from time to time deem proper. He shall disburse the funds of the corporation
as shall be ordered by the Directors, taking proper vouchers for such
disbursements. He shall promptly render to the President and to the Directors
such statements of his transactions and accounts as the President and Directors
respectively may from time to time require. The Treasurer shall perform such
duties and have such powers additional to the foregoing as the Directors may
designate.
Section 10. Assistant Treasurer. In the absence or disability of the
Treasurer, his powers and duties shall be performed by the Assistant Treasurer,
if only one, or if more than one, by the one designated for the purpose by the
Directors. Each Assistant Treasurer shall have such other powers and perform
such other duties as the Directors shall from time to time designate.
- 6 -
Section 11. Secretary and Assistant Secretary. The Secretary or an
Assistant Secretary, if one be elected, shall record all proceedings of the
stockholders in a book to be kept therefor and, if there be no Secretary or
Assistant Secretary of the Board of Directors, shall also record all proceedings
of the Directors in a book to be kept therefor. If there be more than one
Assistant Secretary, then the one designated to so record such proceedings by
the Directors shall do so, otherwise a Temporary Secretary designated by the
person presiding at a meeting, shall perform the duties of the Secretary.
Unless the Directors shall appoint a transfer agent and/or registrar or other
officer or officers for the purpose, the Secretary shall be charged with the
duties of keeping or causing to be kept, accurate records of all stock
outstanding, stock certificates issued and stock transfers; and, subject to such
other duties or different rules as shall be adopted from time to time by the
Directors, such records may be kept solely in the stock certificate books. The
Secretary and each Assistant Secretary shall have such other powers and perform
such other duties additional to the foregoing as the Directors may from time to
time designate.
ARTICLE FOUR
Provisions Relating to Capital Stock
Section 1. Certificates of Stock. The shares of the corporation
shall be represented by a certificate or shall be uncertificated. Certificates
shall be signed by, or in the name of the corporation by, the Chairman or Vice-
Chairman of the Board of Directors, or the President or a Vice-President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation.
Upon the face or back of each stock certificate issued to represent
any partly paid shares, or upon the books and records of the corporation in the
case of uncertificated partly paid shares, shall be set forth the total amount
of the consideration to be paid therefor and the amount paid thereon shall be
stated.
If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.
Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement
that the corporation will furnish without charge to each
- 7 -
stockholder who so requests the powers, designations, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
Any of or all the signatures on a certificate may be facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
Section 2. Transfer of Stock. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Upon receipt of proper transfer instructions from
the registered owner of uncertificated shares such uncertificated shares shall
be cancelled and issuance of new equivalent uncertificated shares or certificate
shares shall be made to the person entitled thereto and the transaction shall be
recorded upon the books of the corporation.
Section 3. Equitable Interests Not Recognized. The corporation shall
be entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof 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 except as may be otherwise expressly provided by law.
Section 4. Lost or Destroyed Certificates. The Directors of the
corporation may, subject to any contrary provision of law, determine the
conditions upon which a new certificate of stock may be issued in place of any
certificate alleged to have been lost, stolen, destroyed, or mutilated.
ARTICLE FIVE
Stock in Other Corporations
Except as the Directors may otherwise designate, the Chairman of the
Board, President or Treasurer may waive notice of, and appoint any person or
persons to act as proxy or attorney-in-fact for this corporation (with or
without power of substitution) at any meeting of stockholders or shareholders of
any other corporation or organization the securities of which may be held by the
corporation.
ARTICLE SIX
Inspection of Records
Books, accounts, documents and records of the corporation shall be
open to inspection by any Director at all times during the usual hours of
business. The original, or attested copies, of the Certificate of
Incorporation, By-laws and records of all meeting of the incorporators and
stockholders, and the stock and transfer records, which shall contain the names
of all
- 8 -
stockholders and the record address and the amount of stock held by each, shall
be kept in Massachusetts at the principal office of the corporation, or at an
office of its transfer agent or of the Secretary. Said copies and records need
not be all kept in the same office. They shall be available at all reasonable
times to the inspection of any stockholder for any proper purpose but not to
secure a list of stockholders for the purpose of selling said list or copies
thereof or of using the same for a purpose other than in the interest of the
applicant, as a stockholder, relative to the affairs of the corporation.
ARTICLE SEVEN
Checks, Notes, Drafts and Other Instruments
Checks, notes, drafts and other instruments for the payment of money
drawn or endorsed in the name of the corporation may be signed by any officer or
officers or person or person authorized by the Directors to sign the same. No
officer or person shall sign any such instrument as aforesaid unless authorized
by the Directors to do so.
ARTICLE EIGHT
Seal
The seal of the corporation shall be circular in form, bearing its
name, the word "Delaware," and the year of its incorporation. The Treasurer
shall have custody of the seal and may affix it (as may any other officer
authorized by the Directors) to any instrument requiring the corporate seal.
ARTICLE NINE
Fiscal Year
The fiscal year of the corporation shall be the year ending on June 30
in each year.
ARTICLE TEN
Amendments
These By-laws may at any time be amended by vote of the stockholders,
provided that notice of the substance of the proposed amendment is stated in the
notice of the meeting. If authorized by the Certificate of Incorporation, the
Directors may also make, amend, or repeal these By-laws in whole or in part,
except with respect to any provisions thereof which by law, the Certificate of
Incorporation, or these By-laws requires action by the stockholders. Not later
than the time of giving notice of the meeting of stockholders next following the
making, amending or repealing by the Directors of any By-law, notice thereof
stating the substance of such change shall be given to all stockholders entitled
to vote on amending the By-laws. Any By-law adopted by the Directors may be
amended or repealed by the stockholders.
- 9 -
ARTICLE ELEVEN
Indemnification
The corporation shall indemnify its officers and directors to the
extent permitted by the General Corporation Law of the State of Delaware.
ARTICLE TWELVE
Principal and Registered Offices
Section 1. Principal Office. The corporation's principal office
shall be 500 Main Street, Groton, Massachusetts or such other place as the Board
of Directors may designate.
Section 2. Registered Office. The corporation's registered office
shall be 229 South State Street, City of Dover, County of Kent, Delaware, or
such other place as the Board of Directors may designate.
- 10 -