1
DUPLEX PRODUCTS INC. AND SUBSIDIARY EXHIBIT 3(b)
BYLAWS
ARTICLE I
OFFICES
SECTION 1. The principal office shall be in the City of
Wilmington, County of New Castle, State of Delaware.
SECTION 2. The corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 1. Meetings of the shareholders for the election of
directors or for any other purpose may be held at such time and place within or
without the State of Delaware as shall be determined by the Board of Directors
and which shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
SECTION 2. Written notice of the annual meeting shall be given to
each shareholder entitled to vote thereat not less than ten nor more than sixty
days before the date of the meeting.
SECTION 3. The officer, or other person, corporation or company
who has charge of the stock ledger of the corporation shall prepare and make,
at least ten days before every election of directors, a complete list of the
shareholders entitled to vote at said election, arranged in alphabetical order,
showing the address of and the number of shares registered in the name of each
shareholder. Such list shall be open to the examination of any shareholder,
during ordinary business hours, for a period of at least ten days prior to the
election, either at a place within the city, town, or village where the election
is to be held, which place shall be specified in the notice of the meeting, or,
if not specified, at the place where said meeting is to be held, and the list
shall be produced and kept at the time and place of election during the whole
time thereof, and subject to the inspection of any shareholder who may be
present.
SECTION 4. Written notice of a special meeting of shareholders,
stating the time, place and object thereof, shall be given to each shareholder
entitled to vote thereat not less than ten nor more than sixty days before the
date fixed for the meeting.
SECTION 5. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the shareholders, the shareholders entitled to
vote thereat, present in person or represented by proxy, shall have power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
At such
1
2
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
SECTION 6. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or
of the Certificate of Incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
SECTION 7. Each shareholder shall at every meeting of the
shareholders be entitled to one vote in person or by proxy for each share of
the capital stock having voting power held by such shareholder but no proxy
shall be voted on after three years from its date, unless the proxy provides
for a longer period, and, except where the transfer books of the corporation
have been closed or a date has been closed or a date has been filed as a record
date for the determination of its shareholders entitled to vote, no share of
stock shall be voted on at any election for directors which has been
transferred on the books of the corporation within twenty days next preceding
such election of directors.
ARTICLE III
DIRECTORS
SECTION 1. The number of directors of the corporation shall be not
less than three (3) and not more than fifteen (15) and within that variable
range shall be the number of directors set from time to time by resolution of
the Board of Directors. Each director shall hold office in accordance with the
provisions of Article Eleventh of the Certificate of Incorporation of the
corporation and shall serve until his or her successor shall have been duly
elected and qualified.
SECTION 2. The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
SECTION 3. The first meeting of each newly elected Board of
Directors shall be held without other notice than this bylaw immediately after
the annual meeting of shareholders at such place as said directors shall
determine.
SECTION 4. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.
SECTION 5. Special meetings of the Board may be called by the
president on three days' notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the president or secretary
in like manner and on like notice on the written request of three directors.
SECTION 6. At all meetings of the Board, four directors shall
constitute a quorum for the transaction of business and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, except as may be otherwise specifically provided
by statute or by the Certificate of Incorporation. If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
2
3
SECTION 7. Unless otherwise restricted by the Certificate of
Incorporation or these bylaws, any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if a written consent thereto is signed by all members of the
Board or of such committee as the case may be, and such written consent is
filed with the minutes of proceeding of the Board or committee.
SECTION 8. Unless otherwise restricted by the Certificate of
Incorporation or these bylaws, members of the Board of Directors, or of any
committee thereof, may participate in a meeting of such Board of Directors or
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this Section 8 shall constitute
presence in person at such meeting.
SECTION 9. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a stated salary
as director. No such payment shall preclude any directors from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for
attending committee meetings.
ARTICLE IV
NOTICES
SECTION 1. Notices to directors and shareholders shall be in
writing and delivered personally or mailed to the directors or shareholders at
their addresses appearing on the books of the corporation. Notice by mail
shall be deemed to be given at the time when the same shall be mailed. Notice
to directors may also be given by telegram.
SECTION 2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.
ARTICLE V
OFFICERS
SECTION 1. The officers of the corporation shall be chosen by the
Board of Directors and shall be a Chairman of the Board, President, a Vice
President, a Secretary and a Treasurer. The Board of Directors may also choose
additional Vice Presidents, and one or more Assistant Secretaries and Assistant
Treasurers. Two or more offices may be held by the same person, except that
the same person may not hold the offices of Chairman of the Board and
Secretary, or President and Secretary. The Board may from time to time by
resolution designate one of the officers of the corporation as Chief Executive
Officer (CEO), Chief Operations Officer (COO) or Chief Financial Officer (CFO).
SECTION 2. The Board of Directors at its first meeting after each
annual meeting of shareholders shall choose a Chairman of the Board and shall
choose a President from among the directors, and shall choose one or more Vice
Presidents, a Secretary, and a Treasurer, none of whom need be a member of the
Board.
SECTION 3. The Board of Directors may appoint such other officers
and agents as it shall deem necessary who shall hold their offices for such
terms and shall
3
4
exercise such powers and perform such duties as shall be
determined from time to time by the Board.
SECTION 4. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.
SECTION 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by
the Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.
CHAIRMAN OF THE BOARD
SECTION 6. The Chairman of the Board shall preside at all
meetings of the shareholders and of the directors, except where by law the
signature of the President is required. The Chairman shall possess the same
power as the President to sign all certificates, contracts, and other
instruments of the corporation which may be authorized by the Board of
Directors. In the absence or disability of the President, the Chairman of the
Board shall assume the duties of the President of the corporation and shall be
responsible for the general management of the business of the corporation.
THE PRESIDENT
SECTION 7. The President shall be responsible for the general
management of the business of the corporation. The President shall execute
bonds, mortgages, and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation. The President shall vote all shares of any other corporation
standing in the name of the corporation. The President shall in the absence of
the Chairman of the Board preside at all meetings of the shareholders and the
Board of Directors.
THE VICE PRESIDENTS
SECTION 8. The Vice President, or if there shall be more than one,
the Vice Presidents in the order determined by the Board of Directors, shall,
in the absence or disability of the President, perform the duties and exercise
the powers of the President including the power to vote all shares of stock of
any other corporation standing in the name of the corporation and shall perform
such other duties and have such powers as the Board of Directors may from time
to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
SECTION 9. The Secretary shall attend all meetings of the Board of
Directors and all meetings of the shareholders and record all the proceedings
of the meetings of the corporation and of the Board of Directors in a book to
be kept for that purpose and shall perform like duties for the standing
committees when required. The Secretary shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or President, under whose supervision the Secretary shall
be. The Secretary shall keep in safe custody the seal of the corporation and,
when authorized by the Board of Directors, affix the same to any instrument
requiring it and, when so affixed, it shall be attested by the Secretary's
signature or by the signature of an Assistant Secretary.
4
5
SECTION 10. The Assistant Secretary, or if there be more than one,
the Assistant Secretaries in the order determined by the Board of Directors,
shall , in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary and shall perform such other duties and
have such other powers as the Board of Directors may from time to time
prescribe.
THE TREASURER AND ASSISTANT TREASURERS
SECTION 11. The Treasurer shall have the custody of the corporate
funds and securities and 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 depositories as may be designated by the Board of
Directors.
The Treasurer shall disburse the funds of the corporation as may
be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors,
at its regular meetings, or when the Board of Directors so requires, an
account of all his transactions as Treasurer and of the financial condition of
the corporation.
If required by the Board of Directors, the Treasurer shall give the
corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation, retirement,
or removal from office, of all books, papers, vouchers, money, and other
property of whatever kind in his possession or under his control belonging to
the corporation.
SECTION 12. The Assistant Treasurer, or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence of or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
SECTION 1. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation
by, the Chairman of the Board, the President or a Vice President, and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary
of the corporation, certifying the number of shares owned by him in the
corporation. If the corporation shall be authorized to issue more than one
class of stock, or more than one series of any class, the 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 of stock; provided, however, that except as
otherwise provided in Section 194 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 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.
5
6
SECTION 2. Where a certificate is signed (1) by a transfer agent
or an assistant transfer agent or (2) by a transfer clerk acting on behalf of
the corporation and a registrar, the signature of any such Chairman of the
Board, President, Vice President, Treasurer, Assistant Treasurer, Secretary, or
Assistant Secretary may be a facsimile. In case any officer or officers who
have signed, or whose facsimile signature or signatures have been used on, any
such certificate or certificates shall cease to be such officer or officers of
the corporation, whether because of death, resignation, or otherwise, before
such certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have
been used thereon had not ceased to be such officer or officers of the
corporation.
LOST CERTIFICATES
SECTION 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or to give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate
alleged to have been lost or destroyed.
TRANSFERS OF STOCK
SECTION 4. 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, assignment, 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.
CLOSING OF TRANSFER BOOKS
SECTION 5. The Board of Directors may close the stock transfer
books of the corporation for a period not exceeding sixty days nor less than
ten days preceding the date of any meeting of shareholders or the date for
payment of any dividend or the date for the allotment of rights or the date
when any change or conversion or exchange of capital stock shall go into
effect. In lieu of closing the stock transfer books as aforesaid, the Board of
Directors may fix in advance a date, not exceeding sixty days nor less than ten
days preceding the date of any meeting of shareholders, or the date for the
payment of any dividend, or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock shall go
into effect, as a record date for the determination of the shareholders
entitled to notice of, and to vote at, any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, and in such case such shareholders and
only such shareholders as shall be shareholders of record on the date so fixed
shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may be
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.
6
7
REGISTERED STOCKHOLDERS
SECTION 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, 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, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
SECTION 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Certificate of Incorporation.
ANNUAL STATEMENT
SECTION 2. The Board of Directors shall present at each annual
meeting, and at any special meeting of the shareholders when called for by vote
of the shareholders, a full and clear statement of the business and condition
of the corporation.
CHECKS
SECTION 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
FISCAL YEAR
SECTION 4. The fiscal year of the corporation shall end on the
last Saturday of October of each year. Any change in such fiscal year shall be
fixed by resolution of the Board of Directors.
SEAL
SECTION 5. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization, and the words "Corporate
Seal, Delaware." The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.
7
8
ARTICLE VIII
AMENDMENTS
SECTION 1. These bylaws may be altered, amended, or repealed or new
bylaws may be adopted by the shareholders or by the Board of Directors, when
such power is conferred upon the Board of Directors by the Certificate of
Incorporation at any regular meeting of the shareholders or of the Board of
Directors, or at any special meeting of the shareholders or of the Board of
Directors or at any special meeting of the shareholders or of the Board of
Directors or if notice of such alteration, amendment, repeal, or adoption of new
bylaws be contained in the notice of such special meeting. If the power to
adopt, amend, or repeal bylaws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
shareholders to adopt, amend, or repeal bylaws.
ARTICLE IX
INDEMNIFICATION
SECTION 1. The corporation shall indemnify any and all of its
directors or officers or former directors or officers or any person who may
have served at its request as a director or officer of another corporation in
which it owns shares of capital stock or of which it is a creditor who was or
is threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative, against expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him or her
in connection with such action, suit, or proceeding, to the extent and under
the circumstances permitted by the General Corporation Law of the State of
Delaware. Such indemnification (unless ordered by a court) shall be made as
authorized in a specific case upon a determination that indemnification of a
director, officer, employee, or agent is proper in the circumstances because he
has met the applicable standards of conduct set forth in the General
Corporation Law of the State of Delaware. Such determination shall be made (1)
by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding, or (2) if
such quorum is not obtainable, or even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion, or (3)
by the shareholders. Any and all expenses incurred in defending such action,
suit, or proceeding 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 in the specific case upon receipt of an undertaking by or on behalf
of the person or his or her agent to repay such amount unless it shall
ultimately be determined that he or she is entitled to be indemnified by the
corporation as authorized in this section. The foregoing right of
indemnification shall not be deemed exclusive of any other rights to which
those seeking indemnification may be entitled under any bylaw, agreement, vote
of shareholders or disinterested directors, or otherwise, and shall continue as
to a person who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, executor and administrator of such a
person.
8