Exhibit 3.27
BYLAWS
OF
THE BERKLINE CORPORATION
ARTICLE I
Stockholders
Section 1. Annual Meeting. The annual meeting of the stockholders of the
corporation shall be held at such place within or without the State of Delaware
as may from time to time be designated by the Board of Directors, on the 15th
day of December in each year (or if said day be a legal holiday, then on the
next succeeding business day), at 9:00 o'clock in the forenoon, for the purpose
of electing directors and for the transaction of such other business as may
properly be brought before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders may be
held upon the call of the Chairman, President or Secretary or of the Board of
Directors at such place within or without the State of Delaware as may be stated
in the notice thereof, and at such time and for such purpose as may be stated in
the notice. It shall be the duty of the Chairman, President or the Secretary or
of the Board of Directors to call a special meeting of the stockholders whenever
requested in writing so to do by the holders of at least twenty-five percent
(25%) in amount of the stock, regardless of class, then outstanding and entitled
to vote at such meeting.
Section 3. Notice of Meetings. Notice of the time, place and the purpose of
each meeting of the stockholders, signed by the Chairman, President or a Vice
President or the Secretary or an Assistant Secretary shall be served either
personally or by mail upon each stockholder of record entitled to vote at such
meeting not less than ten (10) nor more than sixty (60) days before the meeting;
provided, that no notice of adjourned meetings need be given. If mailed, the
notice shall be directed to each stockholder entitled to notice at his address
as it appears on the stock books of the corporation unless he shall have filed
with the Secretary a written request that notices intended for him be mailed to
some other address, in which case it shall be mailed to the address designated
in such request. Such further notice shall be given as may be required by law.
Meetings may be held without notice if all stockholders entitled to vote thereat
are present in person or by proxy or if notice of the time, place and purpose of
such meeting is waived by telegram, radiogram, cablegram or other writing,
either before or after the holding thereof, by all stockholders not present and
entitled to vote at such meeting.
Section 4. Quorum. The holders of record of a majority of the shares of
stock of the corporation issued and outstanding regardless of class and entitled
to vote thereat, present in person
or by proxy, shall, except as otherwise provided by law or by the Articles of
Incorporation of the corporation as from time to time amended, constitute a
quorum at all meetings of the stockholders; if there be no such quorum, the
holders of a majority of such shares so present or represented may adjourn the
meeting from time to time to a further date without further notice other than
the announcement at such meeting, and when a quorum shall be present upon such
later day, any business may be transacted which might have been transacted at
the meeting as originally called.
Section 5. Conduct of Meetings. Meetings of the stockholders shall be
presided over by the Chairman, or if he is not present by the President, or if
neither is present by a Chairman to be chosen at the meeting. The Secretary or
an Assistant Secretary of the corporation, or in their absence, a person chosen
at the meeting shall act as Secretary of the meeting.
Section 6. Inspectors of Election. Whenever any stockholder present at a
meeting of the stockholders shall request the appointment of inspectors, the
Chairman of the meeting shall appoint inspectors who need not be stockholders.
If the right of any person to vote at such meeting shall be challenged, the
inspectors of election shall determine such right. The inspectors shall receive
and count the votes either upon an election or for the decision of any question,
and shall determine the result. Their certificate of any vote shall be prima
facie evidence thereof.
ARTICLE II
Directors
Section 1. Number, Qualification, Term of Office and Quorum. The property,
business and affairs of the corporation shall be managed by its Board of
Directors to consist of three (3) members, or such other number as may be
established from time-to-time by resolution of the Board of Directors. All
directors shall be of full age. The directors shall be elected at the annual
meeting of the stockholders in each year and shall hold office until the next
succeeding annual meeting of the stockholders and thereafter until their
successors shall be elected and qualified in their stead. A majority of the
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors; provided, that if the
directors shall severally and/or collectively consent in writing to any action
to be taken by the corporation, such action shall be a valid corporate action as
though it had been authorized at a meeting of the directors. If at any meeting
of the Board there shall be less than a quorum present, a majority of those
present may adjourn the meeting from time to time until a quorum shall have been
obtained.
Section 2. Vacancies. Whenever any vacancies shall have
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occurred in the Board of Directors by reason of death, resignation, or
otherwise, it shall be filled by the votes of a majority of the directors then
in office at any meeting and the person so elected shall be a director until his
successor is elected by the stockholders, who may make such election at the next
annual meeting of the stockholders, or at any special meeting duly called for
that purpose and held prior thereto.
Section 3. Meetings. The meetings of the Board of Directors shall be held
at such place or places within or without the State of Delaware as may from time
to time be determined by a majority of the Board. Regular meetings of the Board
shall be held at such time and place as shall from time to time be determined by
resolution of the Board of Directors. Special meetings may be held at any time
upon the call of the Chairman, President or Vice President or of not less than a
majority of the directors then in office.
Section 4. Notice of Meetings. Written notice of the time and place, and in
the case of special meetings, the purpose, of every meeting of the Board shall
be duly serviced on or sent, mailed or telegraphed to each director not less
than three (3) days before the meeting, except that a regular meeting of the
Board may be held without notice immediately after the annual meeting of
stockholders at the same place as such meeting was held, for the purpose of
electing or appointing officers for the ensuing year and the transaction of
other business, provided, that no notice of adjourned meetings need be given.
Meetings may be held at any time without notice if all the directors are present
or if those not present waive notice of the time, place and purpose of such
meeting by telegram, radiogram, cablegram or other writing, either before or
after the holding thereof.
Section 5. Executive and Other Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more of
their number to constitute an executive or any other committee, who, to the
extent provided in said resolution, shall have and exercise the authority of the
Board of Directors with regard to the management of the business of the
corporation between the meetings of the Board; but subject to the limitations
set forth in the Articles of Incorporation of the corporation, provided
expressly however, that any executive committee so designated shall have the
power and authority to declare dividends.
ARTICLE III
Officers
Section 1. Election or Appointment. The Board of Directors as soon as
practicable after the annual election of the directors in each year shall elect
a Chairman of the corporation, a President, Secretary and a Treasurer; and may
from time
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select a Chief Executive Officer, one or more Vice Presidents, Assistant
Secretaries and Assistant Treasurers. The same person may hold any two offices
No officer shall execute, acknowledge or verify any instrument in more than one
capacity. The Board of Directors may also appoint such other officers and agents
as they may deem necessary for the transaction of business of the corporation.
Section 2. Term of Offices. The term of office of all officers shall be one
year or until their respective successors are chosen but any officer may be
removed from office at any meeting of the Board of Directors by the affirmative
vote of a majority of the directors then in office, whenever in their judgment
the business interests of the corporation will be served thereby. The Board of
Directors shall have power to fill any vacancies in any offices occurring from
whatever reason.
Section 3. Powers and Duties. The officers of the corporation shall
respectively have such powers and perform such duties in the management of the
property and affairs of the corporation, subject to the control of the
directors, as generally pertain to their respective offices, as well as such
additional powers and duties as may from time to time be conferred by the Board
of Directors.
Section 4. General Powers as to Negotiable Paper. The Board of Directors
may, from time to time, prescribe the manner of the making, signature or
endorsement of bills of exchange, notes, drafts, checks, acceptances,
obligations and other negotiable paper or other instruments for the payment of
money and designate the officer or officers, agent or agents who shall, from
time to time, be authorized to make, sign or endorse the same on behalf of the
corporation.
ARTICLE IV
Certificates of Stock
Section 1. Form and Transfer. The interest of each stockholder in the
corporation shall be evidenced by certificates for shares of stock in such form
as the Hoard of Directors may, from time to time, prescribe in accordance with
the laws of the State of Delaware. Shares of stock of the corporation may be
transferred on the books of the corporation in the manner prescribed by the laws
of the State of Delaware by the holder thereof in person or by his duly
authorized attorney upon surrender for cancellation of certificates for the same
number of shares of the same class with an assignment and power of attorney duly
endorsed thereon or attached thereto, duly executed and such proof of the
authenticity of the signature as the corporation or its agents may reasonably
require.
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Section 2. Signature, Countersignature and Registration. The certificates
of stock of the corporation shall be signed by or in the name of the corporation
by the Chairman, President or a Vice President, and the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer, and may be
sealed with the seal of the corporation and countersigned and registered in such
manner, if any, as the Board of Directors may by resolution prescribe; and to
this end the Board of Directors may, from time to time, appoint such Transfer
Agents and Registrars of stock of any class within or outside of the State of
Delaware as to it may seem expedient; provided, that where such certificate is
signed (1) by a Transfer Agent or an Assistant Transfer Agent, or (2) by a
Transfer Clerk acting on behalf of such corporation and a Registrar, the
signature of the Chairman, President, Vice President, Secretary, Assistant
Secretary, Treasurer or Assistant Treasurer and/or the seal of the corporation
may be a facsimile. In case any officer or officers, who shall have signed, or
whose facsimile signature or signatures shall have been used on any certificate
or certificates, shall cease to be such officer or officers, whether because of
death, resignation, or otherwise, before such certificate or certificates shall
have been delivered by the corporation, such certificate or certificates may
nevertheless be adopted by the corporation and delivered as though the person or
persons who signed such certificate or certificates or whose facsimile signature
or signatures shall have been used thereon had not ceased to be such officer or
officers of the corporation.
Section 3. Stock Ledger. It shall be the duty of the Secretary of the
corporation to prepare and make or cause to be prepared and made, at least ten
(10) days before every election of directors, a complete list of the
stockholders entitled to vote at said election, arranged in alphabetical order.
Such list shall be open at the place where said election is to be held or at the
principal office of the corporation in the State of Delaware for at least ten
(10) days before such election, for examination by any registered stockholder
entitled to vote at such election and shall be produced and kept at the time and
place of election during the whole time thereof, and shall be subject to the
inspection of any registered stockholder or his proxy who may be present. The
original or duplicate stock ledger or a list shall be the only evidence as to
who are stockholders entitled to examine such list or the books of such
corporation, or to vote in person or by proxy at such election.
Section 4. Lost, Destroyed or Stolen Certificates. If the owner of a
certificate of shares of the capital stock of the corporation claims that such
certificate has been lost, destroyed or wrongfully taken, the corporation shall
issue a new certificate for the same number of shares of the same class in lieu
thereof, provided that the owner of such original certificate notifies the
corporation in writing of such loss, destruction or wrongful taking
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before the corporation receives notice that such certificate has been acquired
by a purchaser for value and without notice, files with the corporation a bond
indemnifying the corporation, its officers and directors, and its transfer
agents and registrars, if any, to the satisfaction of the Board of Directors,
and satisfies any other reasonable requirements imposed by the Board of
Directors.
Section 5. Record Dates. For the purpose of determining the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing with a
meeting, or entitled to receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock or for the purpose of any other action,
the Board may fix, in advance, a date as the record date of any such
determination of stockholders. Such date shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than sixty days prior to
any other action.
ARTICLE V
Fiscal Year; Seal
Section 1. Fiscal Year. The fiscal year of the corporation shall begin on
the 1st day of January of each year and shall end on the 31st day of December
following.
Section 2. Corporate Seal. The Board of Directors may provide a suitable
corporate seal for use by the corporation.
ARTICLE VI
Indemnification of Directors, Officers and Employees
The corporation shall, to the fullest extent permitted by the Delaware
Corporation Law, indemnify any person whom it shall have power to indemnify
under such Act from and against any and all of the expenses, liabilities or
other matters referred to in or covered by such Law.
ARTICLE VII
Amendments
The Bylaws of the corporation may be amended, added to, or repealed, or
other or new Bylaws my be adopted in lieu thereof, by the Board of Directors of
the corporation.
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