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EXHIBIT 3.14
BY-LAWS
OF
IBICO INC.
ARTICLE ONE
REGISTERED OFFICE
The registered office of the Corporation is located at 760 Bonnie
Lane, Elk Grove Village, Illinois and the name of the registered agent of the
Corporation at such address is: Richard O. Dill.
ARTICLE TWO
SHAREHOLDERS' MEETINGS
Place of Meetings
2.01 All meetings of the Shareholders shall be held at the
registered office of the Corporation, or any other place within or without the
State of Illinois, as may be designated from time to time by the Board of
Directors.
Time of Annual Meeting
2.02 The annual meeting of the Shareholders shall be held each
year on March 1st or at such other time as the Board of Directors shall
determine.
Special Meetings
2.03 Special meetings of the Shareholders may be called at any
time by the President, by the entire Board of Directors, by any two (2) or more
Directors, or by one (1) or more Shareholders, holding not less than one-fifth
(1/5) of all the outstanding shares entitled to vote on the matters for which
the meeting is called.
Informal Action by Shareholders
2.04 Any action required or permitted by law to be taken at any
meeting of the Shareholders may be taken without a meeting and without a vote,
if a consent in writing, stating forth the action so taken, is signed (i) by
all of the Shareholders entitled to vote with respect to the subject matter
thereof; or (ii) by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voting provided five (5) days prior notice of the proposed action is given
in writing to all of the Shareholders entitled to vote in respect to the
subject matter thereof. Notice of the taking of the Corporation action without
a meeting by less
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than unanimous written consent shall be given in writing to those Shareholders
who have not consented in writing.
Notice of Meeting
2.05 Written or printed notice stating the place, day, hour of
the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than five (5) nor more
than sixty (60) days before the date of the meeting, or in case of a merger,
consolidation, share exchange, dissolution or sale, lease or exchange of
assets, not less than twenty (20) nor more than sixty (60) days before the date
of the meeting, either personally or by mail, by or at the direction of the
President, or the Secretary, or the officer or persons calling the meeting, to
each Shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the Shareholder at his or her address as it appears on the records
of the Corporation, with postage thereon prepaid.
Quorum
2.06 A majority of the outstanding shares entitled to vote on a
matter represented in person or by proxy shall constitute a quorum for
consideration of such matter at a meeting of Shareholders. If a quorum is
present the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on a matter shall be the act of the Shareholders.
Voting
2.07 Each outstanding share, regardless of class, shall be
entitled to one vote on each matter submitted to a vote at a meeting of
Shareholders. In all elections for Directors, every Shareholder shall have the
right to vote the number of shares owned by such Shareholder for as many
persons as there are Directors to be elected, or to cumulate such votes and
give one candidate as many votes as shall equal the number of directors
multiplied by the number of such shares or to distribute such cumulative votes
in any proportion among any number of candidates. Treasury shares shall not be
voted directly or indirectly at any meeting and shall not be counted in
determining the total number of outstanding shares at any given time.
Proxies
2.08 At all meetings, any Shareholder may vote either in person
or by proxy executed in writing by the Shareholder or by his duly authorized
attorney in fact. No proxy shall be valid after the expiration of eleven (11)
months from the date thereof, unless
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otherwise provided in the proxy. Every proxy shall continue in full force and
effect until revoked by the person executing it prior to the vote pursuant
thereto unless the appointment form conspicuously states that it is irrevocable
and the appointment is coupled with an interest in the shares or in the
Corporation generally. The dates contained on the forms of proxy shall
presumptively determine the order of execution, regardless of the postmark
dates on the envelopes in which they are mailed.
Waiver of Notice
2.09 Whenever any notice is required to be given, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice. Attendance at any meeting shall constitute waiver
of notice thereof unless the person at the meeting objects to the holding of
the meeting because proper notice was not given.
Fixing Record Date
2.10 The date on which notice of the meeting is mailed or the
date on which a resolution of the Board of Directors declaring a dividend is
adopted, as the case may be, shall be the record date for the determination of
Shareholders.
ARTICLE THREE
DIRECTORS
Powers
3.01 The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors. The Board of Directors
may give general, limited or special power and authority to the officers and
employees of the Corporation to transact the general business, or any special
business of the Corporation and may give power of attorney to agents of the
Corporation to transact any special business requiring such authorization.
Number and Qualifications of Directors
3.02 The number of Directors of this Corporation shall be one.
The Directors need not be Shareholders of this Corporation or residents of
Illinois. The number of Directors may be increased or decreased from time to
time by amendment to these Bylaws, but no decrease shall have the effect of
shortening the terms of any incumbent Director. Any directorship to be filled
by reason of an increase in the number of Directors shall be filled by election
at an annual meeting or at a special meeting of Shareholders called for that
purpose.
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Election and Term of Office
3.03 The Directors shall be elected annually by the Shareholders.
The terms of all Directors shall expire at the next annual Shareholders meeting
following their election. Despite the expiration of a Director's term, he or
she shall continue to serve until the next meeting of Shareholders at which
Directors are elected.
Vacancies
3.04 The Directors of the Corporation may, by action of a
majority of Directors then in office, fill one (1) or more vacancies arising
between meetings of Shareholders by reason of an increase in the number of
Directors or otherwise. Any Director so selected shall serve until the next
meeting of Shareholders of the Corporation at which Directors are to be
elected.
Directors' Meetings
3.05 All regular (annual) and special meetings of the Board of
Directors may be held either within or without the State of Illinois as may be
designated from time to time by the Board.
Regular (Annual) Meetings
3.06 Regular (annual) meetings of the Board of Directors shall be
held without call or notice immediately following each annual meeting of the
Shareholders of the Corporation.
Special Meetings, Call and Notices
3.07 Special meetings of the Board of Directors for any purpose
shall be called at any time by the President, or if he is absent or unable or
refuses to act, by any Vice President or any Director. Written notices of the
special meetings, stating the time and place of the meeting shall be mailed or
telegraphed or personally delivered to each Director not later than three (3)
days before the day appointed for the meeting. Attendance of a Director at any
special meeting shall constitute a waiver of notice of such meeting except
where a Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
Quorum
3.08 A majority of the number of Directors fixed by these Bylaws
shall constitute a quorum for the transaction of business. The act of the
majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors. Members of the Board of Directors
may participate in and act at any meeting of the Board through the use of a
conference
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telephone or other communication equipment by means of which all persons
participating in the meeting can hear each other.
Informal Action by Board
3.09 Any action required or permitted by law to be taken at any
meeting of the Board of Directors may be taken without a meeting and with a
Note, if a consent in writing, stating the action so taken, is signed by all of
the Directors entitled to vote with respect to the subject matter thereof.
Adjournment Notice
3.10 A quorum of the Directors may adjourn any Directors' meeting
to meet again at a stated day and hour. Notice of the time and place of
holding an adjourned meeting need not be given to absent Directors if the time
and place is fixed at the meeting adjourned. In the absence of a quorum, a
majority of the Directors present at any Directors' meeting, either regular or
special, may adjourn from time to time until the time fixed for the next
regular meeting of the Board.
Removal of Directors
3.11 One or more of the Directors may be removed, with or without
cause, at a meeting of Shareholders by the affirmative vote of the holders of a
majority of the outstanding shares then entitled to vote at an election of
Directors, except that:
No Director shall be removed at a meeting of Shareholders unless the
notice of such meeting shall state that a purpose of the meeting is to
vote upon the removal of one or more Directors named in the notice.
Only the named Director or Directors may be removed at such meeting.
If less than the entire Board is to be removed, no Director may be
removed, with or without cause, if the votes cast against his or her
removal would be sufficient to elect him or her if cumulatively voted at
an election of the entire Board of Directors.
Conflict of Interest
3.12 A Director may be a party to a transaction with the
Corporation, either directly or indirectly, if the transaction is fair to the
Corporation at the time it is authorized, approved, or ratified and so long as
the material facts of the transaction and the Director's interest or
relationship are disclosed or known to the Board of Directors and the Board
authorized, approved or ratified the transaction by the affirmative votes of a
majority of disinterested Directors, even though such disinterested Directors
are less than a quorum.
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ARTICLE FOUR
OFFICERS
Title and Appointment
4.01 The officers of the Corporation shall consist of a Chief
Executive Officer (who may either be Chairman of the Board or President, as
determined by the Board of Directors) and a Secretary and such other officers
(including one or more Vice Presidents and a Treasurer) and assistant officers
as the Board of Directors shall determine from time to time. Officers other
than President, Secretary and Treasurer (if any) shall be considered
"Administrative Officers" whose names need not be disclosed publicly (e.g. on
annual report filings with the State of Illinois) depending on the discretion
of the Chief Executive Officer. Any two (2) or more offices may be held by the
same person. The officers shall be elected at the regular meeting of the Board
of Directors, or at such other meeting of the Board as shall be called for such
purpose, and unless employed by written contract, the terms of which provide
otherwise, their term of office shall be at the will of the Board.
4.01.1 The Chief Executive Officer. The Chief Executive Officer
shall be the principal executive officer of the Corporation and shall in
general supervise and control all of the business and affairs of the
Corporation. He shall preside at all meetings of the Shareholders and of the
Board of Directors and shall see that orders and resolutions of the Board of
Directors are carried into effect. He may sign bonds, mortgages, certificates
for shares and all other contracts and documents except in cases where signing
and execution thereof shall be expressly delegated by law, by the Board of
Directors of these By-laws to some other officer or agent of the Corporation.
He shall have general powers of supervision and shall be the final arbiter of
all differences between officers of the Corporation and his decision as to any
matter affecting the Corporation shall be final and binding as between the
officers of the Corporation subject only to its Board of Directors. The Board
of Directors may designate whether the Chairman of the Board, if one shall have
been chosen, or the President shall be the Chief Executive Officer of the
Corporation. If a Chairman of the Board has not been chosen, or if one has
been chosen but not designated Chief Executive officer, then the President
shall be the Chief Executive Officer of the Corporation.
4.01.2 The Chairman of the Board. If the Chairman of the Board
has not been designated Chief Executive Officer, he shall perform such duties
as may be assigned to him by the Chief Executive Officer or by the Board of
Directors.
4.01.3 The President. If the President has not been designated
Chief Executive Officer, he shall be considered the
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Chief Operating Officer of the Corporation and shall perform such duties as may
be assigned to him by the Chief Executive Officer or by the Board of Directors.
4.01.4 Consultant to President. The Consultant to President
shall perform such duties as may be assigned to him by the Chief Executive
Officer or by the Board of Directors and shall be answerable only to President.
4.01.5 The Vice President. In the absence of the President, or
in the event of his inability or refusal to act, the Vice President is
empowered to act, and shall thereupon be vested with all of the powers and
duties of the President.
4.01.6 The Secretary. The Secretary shall (a) have custody of
the corporate minute book, stock transfer ledger and all other business records
of the Corporation; (b) have the authority to certify the By-laws, resolutions
of the Shareholders and Board of Directors and other documents of the
Corporation as true and correct copies thereof; (c) mail or cause to be mailed
all notices required under the By-laws; (d) maintain a list of the Shareholders
and their addresses, and perform all other duties incident to the office of
Secretary.
4.01.7 The Treasurer. The Treasurer shall have custody of the
funds of the Corporation, collect monies due, pay the obligations of the
Corporation out of its funds, and perform such other duties as are incident to
the office of Treasurer.
4.01.8 Assistant Treasurers and Assistant Secretaries. The
Assistant Treasurers (a/k/a controllers or accounting managers) and Assistant
Secretaries shall perform such duties as shall be assigned to them by the
Treasurer or the Secretary, respectively, or by the President or the Board of
Directors. If required by the Board of Directors, the Assistant Treasurers
shall give bonds for the faithful discharge of their duties in such sums and
with such sureties as the Board of Directors shall determine.
Execution of Instruments
4.02 The Board of Directors may, in its discretion, designate any
officer or officers, or other person or persons, to execute any corporate
instrument or document, or to sign the corporate name without limitation,
except where otherwise prohibited by law, and such execution or signature shall
be binding upon the Corporation.
Removal of Officers
4.03 Any officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of the Corporation will
be served thereby, but such removal shall be
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without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.
Compensation
4.04 The salaries of the officers shall be fixed from time to
time by the Board of Directors and no officer shall be prevented from receiving
such salary by reason of the fact that he is also a Director of the
Corporation. Any payments made to an officer of the Corporation such as a
salary, commission, bonus, interest, rent, or entertainment expenses incurred
by him, which shall be disallowed in whole or in part as a deductible expense
by the Internal Revenue Service, shall be reimbursed by such officer to the
Corporation to the full extent of such disallowance. It shall be the duty of
the Board of Directors to enforce payment of each such amount disallowed. In
lieu of reimbursement by the officer, subject to the determination of the
Board, proportionate amounts may be withheld from the officer's compensation
payments until the amount owed to the Corporation has been recovered.
Indemnification of Directors, Officers and Employees
4.05 To the fullest extent permitted by Section 8.75 of the
Illinois Business Corporation Act, the Board of Directors is authorized, if it
so elects, to indemnify any person by reason of the fact that he or she was or
is a director, officer, employee or agent of the Corporation or who is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, if such person acted in good faith and in a manner he or she
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 no
reasonable cause to believe his or her conduct was unlawful.
ARTICLE FIVE
ISSUANCE AND TRANSFER OF SHARES
Share Certificates
5.01 The issued shares of this Corporation shall be represented
by certificates in such form and manner as the Board of Directors may provide
or if so authorized by the Board of Directors may be uncertificated shares.
Certificates shall be signed by the President or Vice President and the
Secretary or Assistant Secretary. The rights and obligations of holders of
uncertificated shares and the rights and obligations of the holders of
certificates representing shares of the same class and series shall be
identical.
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5.02 A corporate seal shall not be required to authenticate share
certificates or any other document of this corporation.
5.03 Every certificate representing shares of more than one class
shall set forth upon the face or back of the certificate a full summary or
statement of all of the designations, preferences, qualifications, limitations,
restrictions, and special or relative rights of the shares of each class
authorized to be issued, and with respect to any preferred or special class in
series, the variations in the relative rights and preferences between the
shares of each such series so far as the same have been fixed and determined
and the authority of the Board of Directors to fix and determine the relative
rights and preferences of subsequent series. Such statement may be omitted
from the certificate if it shall be set forth upon the face or back of the
certificate that such statement, in full, will be furnished by the Corporation
to any Shareholder upon request and without charge.
5.04 The Board of Directors may provide by resolution that some
or all of any or all classes and series of the Corporation's shares shall be
uncertificated shares, provided that such resolution shall not apply to shares
represented by a certificate until such certificate is surrendered to the
Corporation. Within a reasonable time after the issuance or transfer of
uncertificated shares, 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 Section 5.03.
5.05 No certificate shall be issued for any share until such
share is fully paid.
Replacement of Certificates
5.06 No new certificates shall be issued until the former
certificate for the shares represented thereby shall have been surrendered and
canceled, except in the case of lost or destroyed certificates for which the
Board of Directors may order new certificates to be issued upon such terms,
conditions, and guarantees as the Board may see fit to impose, including the
filing of sufficient indemnity.
Transfer of Shares
5.07 Shares of the Corporation may be transferred by endorsement
by the signature of the owner, his agent, attorney, or legal representative,
and the delivery of the certificate. The transferee in any transfer of shares
shall be deemed to have full notice of, and to consent to, the Bylaws of the
Corporation to the same extent as if he had signed a written assent thereto.
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ARTICLE SIX
INSPECTION OF BOOKS AND RECORDS
All books and records provided for by statute shall be open to
inspection of the Shareholders from time to time and to the extent expressly
provided by statute, and not otherwise. The Directors may examine such books
and records at all reasonable times.
ARTICLE SEVEN
FISCAL YEAR
The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.
ARTICLE EIGHT
AMENDMENT OF BYLAWS
The power to make, alter, amend, or repeal the Bylaws is vested
in the Board of Directors, unless for any reason (e.g. death or resignation)
the Corporation would be without a Board of Directors, in which case said power
shall be vested in the Shareholders.
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IBICO INC.
BY-LAWS AMENDMENT
(effective March 1, 1992)
Section 3.02 of Article III of the by-laws be and it is
hereby amended so as to increase the number of Directors of the
Corporation from one (1) to three (3).
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