ALCO STANDARD CORPORATION
CODE OF REGULATIONS
Adopted: January 19, 1970
Amended: February 9, 1982
Amended: January 25, 1996
ARTICLE I
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of shareholders of the
corporation for the election of directors, the consideration of reports to be
laid before such meeting, and the transaction of such other business as may
properly be brought before such meeting shall be held on such day in January,
February or March in each year at such time and place, either within or without
the State of Ohio, as may be fixed by the board of directors and specified in
the notice of the meeting. If, prior to December 31 of the year next preceding
the annual meeting, the board of directors does not so fix the time, place and
date of the meeting, the annual meeting of the shareholders shall be held on the
last Tuesday in February, if not a legal holiday (and if a legal holiday, then
on the next succeeding business day) at such time and place, either within or
without the State of Ohio, as may be fixed by the chairman of the board or by
the president and specified in the notice of such meeting.
SECTION 2. Special Meetings. Special meetings of the shareholders of
the corporation may be held on any business day, when called by the chairman of
the board, or by the president, or by the vice president, or by the board of
directors acting at a meeting, or by a majority of the directors acting without
a meeting, or by the person who hold twenty-five per cent of all the shares
outstanding and entitled to vote thereat. Upon request in writing delivered
either in person or by registered mail to the president or the secretary by any
persons entitled to call a meeting of shareholders, such officer shall forthwith
cause to be given to the shareholders entitled thereto notice of a meeting to be
held on a date not less than ten or more than sixty days after the receipt of
such request, as such officer may fix. If such notice is not given within
thirty days after the delivery or mailing of such request, the persons calling
the meeting may fix the time of the meeting and give notice thereof in the
manner provided by law or as provided in these regulations, or cause such notice
to be given by any designated representative. Each special meeting shall be
called to convene between nine o'clock a.m., and four o'clock p.m., and shall be
held at the principal office of the corporation, unless the same is called by
the directors, acting with or without a meeting, in which case such meeting may
be held at any place either within or without the State of Ohio designated by
the board of directors and specified in the notice of such meeting.
SECTION 3. Notice of Meetings. Not less than ten or more than sixty
days before the date fixed for a meeting of shareholders, written notice stating
the time, place, and purposes of such meeting shall be given by or at the
direction of the secretary, or assistant secretary, or any other person or
persons required or permitted by these regulations to give such notice. The
notice shall be given by personal delivery or by mail to each shareholder
entitled to notice of the meeting who is of record as the day next preceding the
day on which notice is given or, if a record date therefor is duly fixed, of
record as of said date; if mailed, the notice shall be addressed to the
shareholders at their respective addresses as they appear on the records of the
corporation. Notice of the time, place, and purposes of any meeting of
shareholders may be waived in writing, either before or after the holding of
such meeting, by any shareholders, which writing shall be filed
1
with or entered upon the record of the meeting. The attendance of any
shareholder 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.
SECTION 4. Quorum; Adjournment. Except as may be otherwise provided
by law or by the Articles of Incorporation, at any meeting of the shareholders
the holders 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
such meeting; provided, however, that no action required by law, by the
Articles, or by these regulations to be authorized or taken by a designated
proportion of the share of any particular class or of each class of the
corporation may be authorized or taken by a lesser proportion; and provided,
further, that the holders of a majority of the voting shares represented
thereat, whether or not a quorum is present, may adjourn such meeting from time
to time; if any meeting is adjourned, notice of such adjournment need not be
given if the time and place to which such meeting is adjourned are fixed and
announced at such meeting.
SECTION 5. Proxies. Persons entitled to vote shares or to act with
respect to shares may vote or act in person or by proxy. The person appointed
as proxy need not be a shareholder. Unless the writing appointing a proxy
otherwise provides, the presence at a meeting of the person having appointed a
proxy shall not operate to revoke the appointment. Notice to the corporation,
in writing or in open meeting, of the revocation of the appointment of a proxy
shall not affect any vote or act previously taken or authorized.
SECTION 6. Approval and Ratification of Acts of Offices and Board of
Directors. Except as otherwise provided by the Articles of Incorporation or by
law, any contract, act, or transaction, prospective or past, of the corporation,
or of the board of directors, or of the officers may be approved or ratified by
the affirmative vote at a meeting of the shareholders, or by the written
consent, with or without a meeting, of the holders of record of shares entitling
them or exercise a majority of the voting power of the corporation, and such
approval or ratification shall be as valid and binding as though affirmatively
voted for or consented to by every shareholder of the corporation.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. Number. The number of directors shall be such number as
is fixed by the shareholders, at any annual or special meeting called for the
purpose of electing directors at which a quorum is present, by the affirmative
vote of the holders of a majority of the shares which are represented at the
meeting and entitled to vote, but shall not be less than seven or more than
sixteen. If the shareholders at any meeting for the election of directors shall
fail to fix the number of directors to be elected, the number elected shall be
deemed to be the number of directors so fixed. Notwithstanding the foregoing,
the board of directors may change the number of directors fixed by the
shareholders, from time to time by resolution adopted by a majority of the board
of directors, provided, however, that in no event shall the number of directors
be less than seven or more than sixteen.
SECTION 2. Election of Directors; Vacancies. The directors shall be
elected at each annual meeting of shareholders or at a special meeting called
for the purpose of electing directors. At a meeting of shareholders at which
directors are to be elected, only persons nominated as candidates shall be
eligible for election as directors and the candidates receiving the greatest
number of votes shall be elected. In the event of the occurrence of any vacancy
or vacancies in the board of directors, however caused, 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 such vacancy for the unexpired
term.
SECTION 3. Term of Office; Resignations. Each director shall hold
office until the next annual meeting of the shareholders and until his successor
is elected, or until his earlier resignation, removal from office, or death.
Any director may resign at any time by oral statement to that effect made at a
meeting of
2
the board of directors or in a writing to that effect delivered to the
secretary, such resignation to take effect immediately or at such other time as
the director may specify.
SECTION 4. Organization Meeting. Immediately after each annual
meeting of the shareholders, the newly elected directors shall hold an
organization meeting for the purpose of electing officers and transacting any
other business. Notice of such meeting need not be given.
SECTION 5. Regular Meetings. Regular meetings of the board of
directors may be held at such times and places within or without the State of
Ohio as may be provided for in bylaws or resolutions adopted by the board of
directors and upon such notice, if any, as shall be so provided.
SECTION 6. Special Meetings. Special meetings of the board of
directors may be held at any time within or without the State of Ohio upon call
by the chairman of the board or the president or a vice president or by not less
than one-third of the directors. Notice of the time and place of each such
meeting shall be served upon or telephoned to each director at least twenty-four
hours, or mailed or telegraphed to each director at his address as shown by the
books of the corporation at least forty-eight hours prior to the time of the
meeting, which notice need not specify the purposes of the meeting; provided,
however, that 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 and such notice may be
waived in writing, either before or after hold of such meeting, by any director,
which writing shall be filed with or entered upon the records of the meeting.
Unless otherwise indicated in the notice thereof, any business may be transacted
at any organization, regular or special meeting.
SECTION 7. Quorum; Adjournment. A quorum of the board of directors
shall consist of a majority of the directors then in office (but in no event
more than five); provided, that a majority of the directors present at a meeting
duly held, whether or not a quorum is present, may adjourn such meeting from
time to time; if any meeting is adjourned, notice of such adjournment need not
be given if the time and place to which such meeting is adjourned are fixed and
announced at such meeting. At each meeting of the board of directors at which a
quorum is present, all questions and business shall be determined by a majority
vote of those present except as in these regulations otherwise expressly
provided.
SECTION 8. Action Without a Meeting. Any action which may be
authorized or taken at a meeting of the board of directors may be authorized or
taken without a meeting with the affirmative vote or approval of, and in a
writing or writings signed by, all of the directors, which writing or writings
shall be filed with or entered upon the records of the corporation.
SECTION 9. Committees. The board of directors may at any time
appoint from its members an executive, finance, or other committee or
committees, consisting of such number of members, not less than three, as the
board of directors may deem advisable, together with such alternates as the
board of directors may deem advisable, to take the place of any absent member or
members at any meeting of such committee. Each such member and each such
alternate shall hold office during the pleasure of the board of directors. Any
such committee shall act only in the intervals between meetings of the board of
directors and shall have such authority of the board of directors as may, from
time to time, be delegated by the board of directors, except the authority to
fill vacancies in the board of directors or in any committee of the board of
directors. Subject to the aforesaid exceptions, any person dealing with the
corporation shall be entitled to rely upon any act or authorization of an act by
any such committee, to the same extent as an act or authorization of the board
of directors. Each committee shall keep full and complete records of all
meetings and actions, which shall be open to inspection by the directors.
Unless otherwise ordered by the board of directors, any such committee may
prescribe its own rules for calling and holding meetings, and for its own method
of procedure, and may act at a meeting by a majority of its members or without a
meeting by a writing or writings signed by all of its members.
3
ARTICLE III
OFFICERS
SECTION 1. Election and Designation of Officers. The board of
directors shall elect a president, a secretary, a treasurer, and, in its
discretion, may elect a chairman of the board, one or more administrative or
managing directors, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers as the
board of directors may deem necessary. The chairman of the board and the
president shall be directors, but no one of the other officers need be a
director. Any two or more of such offices may be held by the same person, but
no officer shall execute, acknowledge, or verify any instrument in more than one
capacity, if such instrument is required to be executed, acknowledged, or
verified by two or more officers.
SECTION 2. Term of Office; Vacancies. The officers of the
corporation shall hold office until the next organization meeting of the board
of directors and until their successors are elected, except in case of
resignation, removal from office, or death. The board of directors may remove
any officer at any time with or without cause by a majority vote of the
directors then in office. Any vacancy in any office may be filled by the board
of directors.
SECTION 3. Authority and Duties of Officers. The officers of the
corporation shall have such authority and shall perform such duties as are
customarily incident to their respective offices or as may be specified from
time to time by the board of directors, regardless of whether such authority and
duties are customarily incident to such office.
SECTION 4. Delegation of Authority and Duties. The board of
directors is authorized to delegate the authority and duties of any officer to
any other officer and generally to control the action of the officers and to
require the performance of duties to those mentioned herein.
ARTICLE IV
COMPENSATION
SECTION 1. Directors and Members of Committees. Members of the board
of directors and members of any committee of the board of directors shall, as
such, receive such compensation, which may be either a fixed sum for attendance
at each meeting of the board of directors, or at each meeting of the committee,
or stated compensation payable at intervals, or shall otherwise be compensated
as may be determined by or pursuant to authority conferred by the board of
directors or any committee of the board of directors, which compensation may be
in different amounts for various members of the board of directors or any
committee. No member of the board of directors and no member of any committee
of the board of directors shall be disqualified from being counted in the
determination of a quorum from acting at any meeting of the board of directors
or of a committee of the board of directors by reason of the fact that matters
affecting his own compensation as a director, member of a committee of the board
of directors, officer, or employee are to be determined.
SECTION 2. Officers and Employees. The compensation of officers and
employees of the corporation, or the method of fixing such compensation, shall
be determined by or pursuant to authority conferred by the board of directors or
any committee of the board of directors. Such compensation may include pension,
disability, an death benefits, and may be by way of fixed salary, or on the
basis of earnings of the corporation, or any combination thereof, or otherwise,
as my be determined or authorized from time to time by the board of directors or
any committee of the board of directors.
4
ARTICLE V
INDEMNIFICATION
SECTION 1. Third Party Actions. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, including all appeals (other than an
action, suit, or proceeding by or in the right of the corporation) by reason of
the fact that he is or was a director, officer or employee of the corporation,
or is or was serving at the request of the corporation as a director, trustee,
officer, or employee of another corporation, partnership, joint venture, trust,
or other enterprise, against expenses (including attorneys' 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 reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, has no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in 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
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
SECTION 2. Derivative Actions. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit, including all appeals, 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, or employee of the corporation,
or is or was serving at the requires of the corporation as a director, trustee,
officer, or employee of another corporation, partnership, joint venture, trust,
or other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted 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 claim, issue, or matter as to
which such person shall have been finally adjudged to be liable for negligence
or misconduct in the performance of his duty to the corporation unless and only
to the extent that the Court of Common Pleas or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
Court of Common Please or such other court shall deem proper.
SECTION 3. Rights after Successful Defense. To the extent that a
director, trustee, officer, or employee has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in Section 1
or 2, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
SECTION 4. Other Determinations of Rights. Except in a situation
governed by Section 3, any indemnification under Section 1 or 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, or employee is proper in the circumstances because he has met the
applicable standard of conduct set forth in Section 1 or 2. Such determination
shall be made (a) by a majority vote of directors acting at a meeting at which a
quorum consisting of directors who were not parties to such action, suit, or
proceeding is present, or (b) if such a quorum is not obtainable (or even if
obtainable), and a majority of disinterested directors so directs, by
independent legal counsel (compensated by the corporation) in a written opinion,
or (c) by the affirmative vote in person or by proxy of the holders of a
majority of the shares entitled to vote in the election of directors, without
regard to voting power which may thereafter exist upon default, failure, or
other contingency.
5
SECTION 5. Advances of Expenses. Expenses of each person indemnified
hereunder incurred in defending a civil, criminal, administrative, or
investigative action, suit, or proceeding (including all appeals), or threat
thereof, may be paid by the corporation in advance of the final disposition of
such action, suit, or proceeding as authorized by the board of directors,
whether a disinterested quorum exists or not, upon receipt of an undertaking by
or on behalf of the director, trustee, office, or employee, to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation.
SECTION 6. Non-Exclusivity; Heirs. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which those
seeking indemnification may be entitled as a matter of law or under the
Articles, these regulations, any agreement, vote of shareholders, any insurance
purchased by the corporation, 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,
or employee and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
SECTION 7. Purchase of Insurance. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
or employee of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, or employee of another corporation,
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 the power to
indemnify him against such liability under the provisions of this Article or of
the Ohio General Corporation Law.
ARTICLE VI
RECORD DATES
For any lawful purpose, including, without limitation, the
determination of the shareholders who are entitled to receive notice of or to
vote at a meeting of shareholders, the board of directors may fix a record date
in accordance with the provisions of the Ohio General Corporation Law. The
record date for the purpose of the determination of the shareholders who are
entitled to receive notice of or to vote at a meeting of shareholders shall
continue to be the record date for all adjournments of such meetings, unless the
board of directors or the persons who shall have fixed the original record date
shall, subject to the limitations set forth in the Ohio General Corporation Law,
fix another date, and, in case a new record date is so fixed, notice thereof and
of the ate to which the meeting shall have been adjourned shall be given to
shareholders of record as of such date in accordance with the same requirements
as those applying to a meeting newly called. The board of directors may close
the share transfer books against transfers of shares during the whole or any
part of the period provided for in this Article, including the date of the
meeting of shareholders and the period ending with the date, if any, to which
adjourned. If no record date is fixed therefor, the record date for determining
the shareholders who are entitled to receive notice of or to vote at a meeting
of shareholders shall be the date next preceding the day on which notice is
given, or the date next preceding the day on which the meeting is held, as the
case may be.
ARTICLE VII
CERTIFICATES FOR SHARES
SECTION 1. Form of Certificates and Signatures. Each holder of
shares shall be entitled to one or more certificates, signed by the chairman of
the board or the president or a vice president and by the secretary, an
assistant secretary, the treasurer, or an assistant treasurer of the
corporation, which shall certify the number and class of shares held by him in
the corporation, but no certificate for shares shall be executed or delivered
until such shares are fully paid. When such a certificate is countersigned by
an incorporated
6
transfer agent or registrar, the signature of any of said officers of the
corporation may be facsimile, engraved, stamped, or printed. Although any
officer of the corporation whose manual or facsimile signature is affixed to
such a certificate ceases to be such officer before the certificate is
delivered, such certificate nevertheless shall be effective in all respects when
delivered.
SECTION 2. Transfer of Shares. Shares of the corporation shall be
transferable upon the books of the corporation by the holders thereof, in
person, or by a duly authorized attorney, upon surrender and cancellation of
certificates for a like number of shares of the same class or series, with duly
executed assignment and power of transfer endorsed thereon or attached thereto,
and with such proof of the authenticity of the signatures to such assignment and
power of transfer as the corporation or its agents may reasonably require.
SECTION 3. Lost, Stolen, or Destroyed Certificates. The corporation
may issue a new certificate for shares in place of any certificate theretofore
issued by it and alleged to have been lost, stolen, or destroyed, and the board
of directors may, in its discretion, require the owner, or his legal
representatives, to give the corporation a bond containing such terms as the
board of directors or the president or a vice president and the secretary or the
treasurer may require to protect the corporation or any person injured by the
execution and delivery of a new certificate.
SECTION 4. Transfer Agent and Registrar. The board of directors may
appoint, or revoke the appointment of transfer agents and registrars and may
require all certificates for shares to bear the signatures of such transfer
agents and registrars, or any of them.
ARTICLE VIII
CORPORATE SEAL
The Ohio General Corporation Law provides in effect that the absence
of a corporate seal from any instrument executed on behalf of the corporation
does not affect the validity of the instrument; if in spite of that provision a
seal is imprinted on or attached, applied, or affixed to an instrument by
embossment, engraving, stamping, printing, typing, adhesion, or other means, the
impression of the seal on the instrument shall be circular in form and shall
contain the name of the corporation and the words "corporate seal".
ARTICLE IX
AMENDMENTS
The regulations of the corporation may be amended, or new regulations
may be adopted, by the shareholders at a meeting held for such purpose, by the
affirmative vote of the holders of shares entitling them to exercise a majority
of the voting power on such proposal or without a meeting by the written consent
of the holders of shares entitling them to exercise two-thirds of the voting
power on such proposal. If the regulations are amended or new regulations are
adopted without a meeting of the shareholders, the secretary of the corporation
shall mail a copy of the amendment or the new regulations to each shareholder
who would have been entitled to vote thereon and did not participate in the
adoption thereof.
7