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EXHIBIT 3.10
BY-LAWS
OF
GBC INTERNATIONAL, INC.
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ARTICLE I
STOCKHOLDERS
Section 1. PLACE OF HOLDING ANNUAL MEETINGS.--Annual meetings
of the stockholders shall be held at the office of the corporation in the City
of Northbrook, IL, or at such other place or places within or without the State
of Nevada as the directors shall from time to time determine.
Section 2. ANNUAL ELECTION OF DIRECTORS.--The annual meeting
of stockholders for the election of directors and the transaction of other
business shall be held on the first Monday of March in each year, commencing in
1980. If this date shall fall upon a legal holiday, the meeting shall be held
on the next succeeding business day. At each annual meeting, the stockholders
entitled to vote shall, by plurality vote, elect a Board of Directors, and they
may transact such other corporate business as shall be stated in the notice of
the meeting. At least one-fourth in number of the directors shall be elected
annually.
No change of the time or place of a meeting for the election of
directors, as fixed by the By-Laws, shall be made within sixty (60) days next
before the day on which such election is to be held. In case of any change in
such time or place for such election of directors, notice thereof shall be
given to each stockholder entitled to vote, in person or by letter mailed to
his last known post office address, ten (10) days before the election is held.
Section 3. VOTING.--Each stockholder entitled to vote in
accordance with the terms of the Articles of Incorporation and in accordance
with the provisions of these By-Laws shall be entitled to one (1) vote, in
person or by proxy, for each share of stock entitled to vote held by such
stockholder, but no proxy shall be voted after six (6) months from its date
unless such proxy provides for a longer period which in no case shall exceed
seven (7) years. After the first election of directors, except where the
transfer books of the corporation shall have been closed or a date shall have
been fixed as the record date for the determination of its
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stockholders entitled to vote, as hereinafter provided in Section 4 of Article
VI, no share of stock shall be voted on at any election for directors which
shall have been transferred on the books of the corporation within twenty (20)
days next preceding such election. Upon the demand of any stockholder, the
vote for directors and the vote upon any question before the meeting shall be
by ballot. All elections shall be had and all questions decided by plurality
vote except as otherwise provided by the Articles of Incorporation and/or by
the laws of the State of Nevada.
Section 4. QUORUM.--The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting shall
constitute a quorum for the transaction of business.
Section 5. ACTION WHICH MAY BE TAKEN WITHOUT MEETING.--Any
action, except the election of directors, which may be taken at a meeting of
the shareholders may be taken without a meeting if authorized by a writing
signed by all of the holders of shares who would be entitled to vote at a
meeting for such purpose, and filed with the Secretary of the corporation.
Section 6. ADJOURNMENT OF MEETINGS.--If less than a quorum
shall be in attendance at any time for which the meeting shall have been
called, the meeting may, after a lapse of at least half an hour, be adjourned
from time to time by a majority of the stockholders present or represented and
entitled to vote thereat. If notice of such adjourned meeting is sent to the
stockholders entitled to receive the same, such notice also containing a
statement of the purpose of the meeting and that the previous meeting failed
for lack of a quorum, and that under the provisions of this Section it is
proposed to hold the adjourned meeting with a quorum of those present then any
number of stockholders, in person or by proxy, shall constitute a quorum at
such meeting unless otherwise provided by statute.
Section 7. SPECIAL MEETINGS: HOW CALLED.--Special meetings of
the stockholders for any purpose or purposes may be called by the President or
Secretary, and shall be called upon a requisition in writing therefor, stating
the purpose or purposes thereof, delivered to the President or Secretary,
signed by a majority of the directors or by fifty-one percent (51%) in interest
of the stockholders entitled to vote, or by resolution of the directors.
Section 8. NOTICE OF STOCKHOLDERS' MEETINGS.--Written or
printed notice, stating the place and time of the meeting, and the general
nature of the business to be considered,
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shall be given by the Secretary to each stockholder entitled to vote thereat at
his last known post office address, at least ten (10) days before the meeting
in the case of a special meeting.
ARTICLE II
DIRECTORS
Section 1. NUMBER: TERM.--The number of directors shall be
three (3). The directors shall be elected at the annual meeting of the
stockholders and each director shall be elected to serve until his successor
shall be elected and shall qualify; provided that in the event of failure to
hold such meeting or to hold such election at such meeting, it may be held at
any special meeting of the stockholders called for that purpose. Directors
need not be stockholders.
Section 2. QUORUM.--A majority of the directors shall
constitute a quorum for the transaction of business. 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 is obtained, and no
further notice thereof need be given other than by announcement at said meeting
which shall be so adjourned.
Section 3. FIRST MEETING.--The newly elected directors may
hold their first meeting for the purpose of organization and the transaction of
business, if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent in
writing of a majority of the directors.
Section 4. ELECTION OF OFFICERS.--At the first meeting or at
any subsequent meeting called for the purpose, the directors shall elect a
President, a Treasurer, a Secretary and such other officers as may be deemed
necessary, who need not be directors. Such officers shall hold office until
the next annual election of officers and until their successors are elected and
qualify.
Section 5. REGULAR MEETINGS.--Regular meetings of the
directors may be held without notice at such places and times as shall be
determined from time to time by resolution of the directors.
Section 6. SPECIAL MEETINGS: HOW CALLED: NOTICE.--Special
meetings of the board may be called by the President or by the Secretary or by
any two (2) directors, on two (2) days' notice to each director.
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Section 7. PLACE OF MEETING.--The directors may hold their
meetings and have one or more offices, and keep the books of the corporation,
outside the State of Nevada, at any office or offices of the corporation or at
any other place as they may from time to time by resolution determine.
Section 8. GENERAL POWERS OF DIRECTORS.--The Board of
Directors shall have the management of the business of the corporation, and,
subject to the restrictions imposed by law, by the Articles of Incorporation,
or by these By-Laws, may exercise all the powers of the corporation.
Section 9. SPECIFIC POWERS OF DIRECTORS.--Without prejudice to
such general powers it is hereby expressly declared that the directors shall
have the following powers, to wit:
(1) To adopt and alter a common seal of the corporation.
(2) To make and change regulations, not inconsistent with
these By-Laws, for the management of the corporation's
business and affairs.
(3) to purchase or otherwise acquire for the corporation any
property, rights, or privileges which the corporation is
authorized to acquire.
(4) To pay for any property purchased for the corporation
either wholly or partly in money, stock, bonds,
debentures, or other securities of the corporation.
(5) To borrow money and to make and issue notes, bonds, and
other negotiable and transferable instruments, mortgages,
deeds of trust, and trust agreements, and to do every act
and thing necessary to effectuate the same.
(6) To remove any officer for cause, or any officer other than
the President summarily without cause, and in their
discretion from time to time, to devolve the powers and
duties of any officer upon any other person for the time
being.
(7) To appoint and remove or suspend such subordinate
officers, agents or factors as they may deem necessary and
to determine their duties and fix, and from time to time
change their salaries or
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remuneration, and to require security as and when they
think fit.
(8) To confer upon any officer of the corporation the power to
appoint, remove and suspend subordinate officers, agents
and factors.
(9) To determine who shall be authorized on the corporation's
behalf to make and sign bills, notes, acceptances,
endorsement, checks, releases, receipts, contracts and
other instruments.
(10) To determine who shall be entitled to vote in the name and
behalf of the corporation upon, or to assign and transfer,
any shares of stock, bonds, or other securities of other
corporations held by this corporation.
(11) To delegate any of the powers of the board in relation to
the ordinary business of the corporation to any standing
or special committee, or to any officer or agent (with
power to sub-delegate), upon such terms as they think fit.
(12) To call special meetings of the stockholders for any
purpose or purposes.
Section 10. COMPENSATION OF DIRECTORS.--Directors shall not
receive any stated salary for their service as directors, but by resolution of
the board a fixed fee and expenses of attendance may be allowed for attendance
at each meeting. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent or otherwise and receiving compensation therefor.
ARTICLE III
COMMITTEES
Section 1. The Board of Directors may, by resolution or
resolutions passed by a majority of the whole board, designate one or more
committees, each committee to consist of two or more of the directors of the
corporation, which to the extent provided in said resolution or resolutions or
in these By-Laws shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the corporation and
may have power to authorize the seal of the corporation to be affixed to all
papers which may require it.
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Such committee or committees shall have such name or names as may be stated in
these By-Laws or as may be determined from time to time by resolution adopted
by the Board of Directors.
Section 2. The committees shall keep regular minutes of their
proceedings and report the same to the board when required.
ARTICLE IV
OFFICERS
Section 1. The officers of the corporation, in addition to the
directors, shall be a President, a Secretary, a Treasurer and such other
officers as may from time to time be elected or appointed by the Board of
directors. Any person may hold two or more offices.
Section 2. PRESIDENT.--The President shall when present
preside at all meetings of the directors and act as temporary chairman at, and
call to order, all meetings of the stockholders; and he shall have power to
call special meetings of the stockholders and directors for any purpose or
purposes, appoint and discharge employees and agents of the corporation, and
fix their compensation, make and sign contracts and agreements in the name and
behalf of the corporation, and, while the directors and/or committees are not
in session, he shall have general management and control of the business and
affairs of the corporation; he shall see that the books, reports, statements
and certificates required by the statute under which this corporation is
organized or any other laws applicable thereto are properly kept, made, and
filed according to law; and he shall generally do and perform all acts incident
to the office of President or which are authorized or required by law.
Section 3. VICE-PRESIDENT.--Vice-President, if any be
appointed, shall have such powers and shall perform such duties as shall be
assigned to him by the directors.
Section 4. SECRETARY.--The Secretary shall give, or cause to
be given, notice of all meetings of stockholders and directors and all other
notices required by law or by these By-Laws, and, in case of his absence or
refusal or neglect so to do, any such notice may be given by a person thereunto
directed by the President, or by the directors, or stockholders, upon whose
requisition the meeting is called as provided in these By-Laws. He shall
record all the proceedings of the meeting of the corporation and of the
directors in a book to be kept for that purpose and shall perform such other
duties as may be assigned to
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him by the directors or the President. He shall have the custody of the seal
of the corporation and shall affix the same to all instruments requiring it,
when authorized by the directors or the President, and attest the same.
Section 5. TREASURER.--The Treasurer shall have the custody of
all funds, securities, evidences of indebtedness, and other valuable documents
of the corporation; he shall receive and give or cause to be given receipts and
acquittances for moneys paid in on account of the corporation and shall pay out
of the funds on hand all just debts of the corporation of whatever nature upon
maturity of the same; he shall enter or cause to be entered in books of the
corporation to be kept for that purpose full and accurate accounts of all money
received and paid on account of the corporation, and, whenever required by the
President or the directors, he shall render a statement of his cash accounts;
he shall keep or cause to be kept such other books as will show a true record
of the expenses, losses, gains, assets and liabilities of the corporation; he
shall, unless otherwise determined by the directors, have charge of the
original stock books, transfer books, and stock ledgers and act as transfer
agent in respect to the stock and securities of the corporation; and he shall
perform all of the other duties incident to the office of Treasurer.
ARTICLE V
RESIGNATIONS: FILLING OF VACANCIES:
INCREASE OF NUMBER OF DIRECTORS
Section 1. RESIGNATIONS.--Any director, member of a committee
or other officer may resign at any time. Such resignations shall be made in
writing and shall take effect at the time specified therein, and, if no time be
specified, at the time of its receipt by the President or Secretary. The
acceptance of a resignation shall not be necessary to make it effective.
Section 2. FILLING OF VACANCIES.--If the office of any
director, member of a committee, or other officer becomes vacant, the remaining
directors in office, though less than a quorum, by a majority vote, may appoint
any qualified person to fill such vacancy, who shall hold office for the
unexpired term and until his successor shall be duly chosen.
Section 3. INCREASE OF NUMBER OF DIRECTORS.--The number of
directors may be increased at any time by the affirmative vote of a majority of
the directors (or, by the affirmative vote of a majority in interest of the
stockholders),
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at a special meeting called for that purpose, and by like vote, the additional
directors may be chosen at such meeting to hold office until the next annual
election and their successors are elected and qualify.
ARTICLE VI
CAPITAL STOCK
Section 1. CERTIFICATE OF STOCK.--Certificates of stock,
numbered and with the seal of the corporation affixed, signed by the President
or Vice-President, and the Treasurer or Secretary, shall be issued to each
stockholder certifying the number of shares owned by him in the corporation.
When such certificates are signed by a transfer agent, or an assistant transfer
agent, or by a transfer clerk acting on behalf of the corporation and a
registrar, the signatures of such officers may be facsimiles.
Section 2. LOST CERTIFICATES.--A new certificate of stock may
be issued in the place of any certificate theretofore issued by the
corporation, alleged to have been lost or destroyed, and the directors may, in
their discretion, require the owner of the lost or destroyed certificate, or
his legal representatives, to give the corporation a bond, in such sum as they
may direct, not exceeding double the value of the stock, to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss of any such certificate.
Section 3. TRANSFER OF SHARES.--Subject to the restrictions
contained in the Articles of Incorporation, the shares of stock of the
corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives, and upon
such transfer the old certificates shall be surrendered to the corporation by
the delivery thereof to the person in charge of the stock and transfer books
and ledgers or to such other person as the directors may designate, by whom
they shall be cancelled, and new certificates shall thereupon be issued.
Section 4. CLOSING OF TRANSFER BOOKS.--The Board of Directors
shall have power to close the stock transfer books of the corporation for a
period not exceeding sixty (60) days preceding the date of any meeting of
stockholders 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, provided, however, that in lieu of closing
the stock transfer books as aforesaid, the Board
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of Directors may fix in advance a date, not exceeding sixty (60) days preceding
the date of any meeting of stockholders or the date for the payment of any
dividends, 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 cases such stockholders only as shall be stockholders of record on the
date so fixed shall be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such dividends, or to receive such allotment
of rights, or to exercise such rights, as the case may be, not withstanding any
transfer of any stock on the books of the corporation after any such record
date fixed as aforesaid.
Section 5. DIVIDENDS.--Subject to the provisions of the
Articles of Incorporation, if any, the directors may declare dividends upon the
capital stock of the corporation as and when they deem expedient. Before
declaring any dividend there may be set apart out of any funds of the
corporation available for dividends such sum or sums as the directors from time
to time in their discretion think proper for working capital or as a reserve
fund to meet contingencies or for equalizing dividends or for such other
purposes as the directors shall think conducive to the interest of the
corporation.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 1. CORPORATE SEAL.--The corporate seal shall be
circular in form and shall contain the name of the corporation, the year of its
creation, and the words "Corporate Seal, Nevada". Said seal may be used by
causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.
Section 2. FISCAL YEAR.--The fiscal year of the corporation
shall commence on January first and shall end December thirty-first.
Section 3. PRINCIPAL OFFICE.--The principal office in the
State of Nevada shall be established and maintained at Carson City in Ormsby
County, in the State of Nevada.
Section 4. CHECKS, DRAFTS, NOTES.--All checks, drafts or other
orders for the payment of money, notes, or other evidence of indebtedness
issued in the name of the corporation shall be signed by such officer or
officers, agent or agents, of the corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors.
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Section 5. NOTICE.--Whenever any notice is required by these
By-Laws to be given, personal notice is not meant unless expressly so stated;
and any notice so required shall be deemed to be sufficient if given by
depositing the same in a post office box in a sealed post-paid wrapper
addressed to the person entitled thereto at his last known post office address,
and such notice shall be deemed to have been given on the day of such mailing.
Stockholders not entitled to vote shall not be entitled to receive notice of
any meeting except as otherwise provided by statute.
Section 6. ACTION AT MEETING NOT REGULARLY CALLED AND WAIVER
OF NOTICE.--Whenever all parties entitled to vote at any meeting, whether of
directors, trustees, or stockholders, consent, either by a writing on the
records of the meeting or filed with the Secretary or by presence at such
meeting and oral consent entered on the minutes or by taking part in the
deliberations at such meeting without objection, the doing of such meeting
shall be as valid as if a meeting had been regularly called and noticed, and at
such meeting any business may be transacted which is not expected from the
written consent or to the consideration of which no objection for want of
notice is made at that time, and if any meeting be irregular for want of notice
or of such consent, provided a quorum was present at such meeting, the
proceedings of said meeting may be ratified and approved and rendered likewise
valid and the irregularity or defect therein waived by a writing signed by all
parties having the right to vote at such meeting; and such consent or approval
of stockholders or creditors may be by proxy or attorney, but all such proxies
and powers of attorney must be in writing.
Whenever any notice whatever is required to be given under the
provisions of this act, 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 VIII
AMENDMENTS
Section 1. The power to amend, alter, and repeal these By-Laws
and to make new By-Laws shall be vested in the Board of Directors subject to
the By-Laws, if any, of the stockholders.
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