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EXHIBIT 3.20
BY-LAWS
OF
U. S. RING BINDER CORP.
ARTICLE FIRST
DIRECTORS
Section 1. Number. The property, affairs and business of the
corporation shall be managed by a Board of Directors which shall consist of such
number not less than three (except as otherwise authorized in the next following
sentence of this section) nor more than three persons as the stockholders having
voting power may at the annual or a special meeting in lieu of the annual
meeting of stockholders determine and elect. The number of directors shall,
however be not less than two wherever there shall be two stockholders and not
less than one director wherever there shall be one stockholder only of the
corporation; provided, however, that only one director shall be required prior
to the issuance of any of the stock of the corporation. If a vacancy or
vacancies shall occur, for any reason, in the membership of the Board, other
than through removal by stockholder action, the remaining directors or director
may, quorum requirements notwithstanding, elect a successor or successors.
Section 2. Increase or Decrease. The Board of Directors shall
have the power at any time when a stockholders' meeting is not in session, to
increase or decrease their own number within the limits provided in Section 1
above. If the number of directors be increased, the additional directors may be
elected by a majority of the directors at the time in office or, if not so
elected prior to the next following meeting of stockholders, by the
stockholders. If the directors shall vote to decrease their number, the decrease
shall become effective to the extent made possible by vacancies in the office of
director or by resignations and no director may be removed solely for the
purpose of effecting such decrease.
Section 3. Removal. Directors may be removed from office with
cause by the Board of Directors or with or without cause by the stockholders at
a meeting called at least in part for the purpose of considering removal, upon
the affirmative vote of a majority of the Board of Directors or the holders of a
majority in interest of the stock or class of stock entitled to vote upon the
election of the director or directors proposed to be removed, as the case may
be. Removal may be effected with cause only after reasonable notice to each
director proposed to be removed and the opportunity to be heard by the body
proposing removal.
Section 4. Term of Office. The term of office of a director
elected at the annual meeting of the stockholders shall be one year: provided,
however, that he shall hold his office until his successor shall be elected and
qualified. A director elected by the stockholders at other than the annual
meeting of stockholders, or elected by the directors, shall hold office until
the next annual meeting of stockholders and the election and qualification of
his successor.
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Section 5. Meetings. The Board of Directors shall meet at the
principal office of the corporation or at such other place within the United
States as may from time to time be fixed by resolution of the Board or as may be
specified in the notice of the meeting. Regular meetings of the Board of
Directors shall be held at such times as the Board may by resolution fix;
special meetings may be held at any time upon the call of the President or a
Vice President or the Clerk, or of any two directors, by written (including
telegraphic) notice specifying the date, place and hour (but not necessarily the
purpose) of the meeting served on or sent or mailed to each director not less
than two days before the meeting.
A meeting of the Board of Directors may be held without notice
immediately after the annual meeting of stockholders. Notice need not be given
of any regular meeting of the Board. Notice of a meeting need not be given to a
director if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting; notice need not be given to
any director attending a meeting without protesting the lack of notice prior to
or at the commencement of the meeting.
The members of the Board of Directors or of any committee
designated by said Board of Directors may participate in a meeting of the Board
of Directors or of any such committee by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time, and participation by such
means shall constitute presence in person at a meeting.
Section 6. Committees. The Board of Directors may elect from
the Board an Executive Committee or other committee or committees which shall
have and exercise such powers of the Board as may be permitted by law and as
shall be conferred upon any such committee by the Board. A majority of any such
committee may fix the time and place of its meetings and approve any action as
the act of the committee, unless the Board of Directors shall otherwise provide.
The Board of Directors shall have power at any time to fill vacancies in, change
the membership of, or discharge any such committee.
Section 7. Management. The Board of Directors shall have the
entire charge, control and management of the corporation and its property and
business and may exercise all or any of its powers. Among other things the Board
may (1) authorize the issuance of the shares of the corporation from time to
time in its discretion for such considerations as the Board shall determine and
as may be permitted by law; (2) determine the amounts to be distributed as
dividends; (3) appoint and at its discretion remove or suspend such subordinate
officers, agents and employees as it from time to time thinks fit, determine
their duties, and fix and, from time to time as it sees fit, change their
salaries and compensation; (4) appoint any officer, permanently or temporarily
as it sees fit, to have the powers and perform the duties of any other officer;
(5) appoint any persons to be agents of the corporation (with the power to
sub-delegate) upon such terms as it sees fit; and (6) appoint any person or
persons to accept and hold in trust for the corporation any property belonging
to the corporation or in which it is interested and cause such instruments to be
executed, and do and cause to be done such things as it may deem requisite, in
relation to any such trust.
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Section 8. Quorum and Voting. A majority of the members of the
Board of Directors acting at a meeting duly assembled, 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 exists shall be the act of the Board of
Directors. If at any meeting of the Board of Directors, a quorum shall not be
present, a majority of the directors present may adjourn the meeting, without
further notice, from time to time until a quorum shall have been obtained.
Section 9. Class Voting. Whenever the Board of Directors shall
consist of directors elected by two or more classes of stockholders having
voting rights, a quorum at all meetings of directors, unless the Articles of
Organization otherwise provide, shall, Section 8 above notwithstanding, consist
of a majority of the directors then in office of each class, and the vote of a
majority of the directors of each class present at a meeting at which a quorum
is had shall be required to approve any matter before the Board: provided,
however, that with respect to the filling of vacancies among the directors of
any class whether arising from death, resignation, removal, or an increase in
the membership of the Board, such vacancy shall be filled by the remaining
director or directors of that class, a majority of the votes cast by the
directors of that class shall be sufficient to elect, and, for the purpose of
such election, the presence of a majority of the directors of that class in
office at the time of such election shall constitute a quorum.
Section 10. Chairman. The directors may elect from their
number a Chairman of the Board who shall preside at all meetings of the Board of
Directors and may have such additional powers and responsibilities, executive or
otherwise, as may from time to time be vested in him by resolution of the Board
of Directors.
Section 11. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all the directors consent to such action in writing and the
written consents are filed with the records of the meetings of directors. Such
consents shall be treated for all purposes as a vote at a meeting.
ARTICLE SECOND
OFFICERS
Section 1. General. The Board of Directors, as soon as may be
after its election in each year, shall elect a President, a Clerk and a
Treasurer, and from time to time may appoint one or more Vice Presidents and
such Assistant Clerks, Assistant Treasurers and such other officers, including a
Secretary to the Board of Directors, agents and employees as it may deem proper.
The President may but need not be chosen from among the directors.
Section 2. Term of Office. The term of office of all officers
shall be one year and until their respective successors are elected and qualify,
but any officer may at any time be removed from office, with or without cause,
as provided by law, by the affirmative vote of a majority of the members of the
Board of Directors then in office at a meeting called for the purpose. If
removal of any officer be proposed for cause, reasonable notice shall be
provided
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such officer and he shall be provided an opportunity to be heard by the Board. A
vacancy in any office arising from any cause may be filled for the unexpired
portion of the term by the Board of Directors.
Section 3. President. The President when present shall preside
at all meetings of the stockholders and, if a director, unless a Chairman of the
Board has been appointed and is present, at all meetings of the Board of
Directors. He shall be the chief executive officer of the corporation and shall
have general operating charge of its business. As soon as reasonably possible
after the close of each fiscal year, he shall submit to the Board a report of
the operations of the corporation for such year and a statement of its affairs,
and shall from time to time report to the Board all matters within his knowledge
which the interests of the corporation may require to be brought to its notice.
The President shall perform such duties and have such powers additional to the
foregoing as the Board may designate.
Section 4. Vice President. In the absence or disability of the
President, his powers and duties shall be performed by the Vice President, if
only one, or, if more than one, by the Vice President designated for the purpose
by the Board. Each Vice President shall have such other powers and perform such
other duties as the Board shall from time to time designate.
Section 5. Treasurer. The Treasurer 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 shall be designated
by the Board or in the absence of such designation in such depositories as he
shall from time to time deem proper. He shall disburse the funds of the
corporation as ordered by the Board, taking proper vouchers for such
disbursements. He shall promptly render to the President and to the Board such
statements of his transactions and accounts as the President and Board
respectively may from time to time require. If required by the Board he shall
give bond in such amount, with such security and in such form as the Board shall
determine. The Treasurer shall perform such duties and have such powers
additional to the foregoing as the Board may designate.
Section 6. Assistant Treasurer. In the absence or disability
of the Treasurer, his powers and duties shall be performed by the Assistant
Treasurer, if only one or, if more than one, by the one designated for the
purpose by the Board. Each Assistant Treasurer shall have such other powers and
perform such other duties as the Board shall from time to time designate.
Section 7. Clerk. The Clerk shall, unless the corporation has
designated a Resident Agent in the manner provided by law, be a resident of the
Commonwealth of Massachusetts. It shall be his duty to record in books kept for
the purpose all votes and proceedings of the stockholders and, if there be no
Secretary, of the Board of Directors. Unless the Board of Directors shall
appoint a transfer agent and/or registrar or other officer or officers for the
purpose, the Clerk shall be charged with the duty of keeping, or causing to be
kept, accurate records of all stock outstanding, stock certificates issued, and
stock transfers; subject to such other or different rules as shall be adopted
from time to time by the Board, such records may be
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kept solely in the stock certificate books. The Clerk shall perform such duties
and have such powers additional to the foregoing as the Board shall designate.
The Assistant Clerk, if one be elected or appointed shall perform the duties of
the Clerk during the Clerk's absence as well as such other duties as may be
assigned to him by the Board. In the absence of the Clerk or Assistant Clerk at
any meeting of stockholders or, if there be no Secretary, of the directors, a
Clerk pro tempore shall be chosen by the meeting to perform the duties of the
Clerk thereat.
Section 8. Secretary. The Secretary, if there be one, shall
attend all meetings of the Board of Directors and shall record the proceedings
thereat in books provided for the purpose.
Section 9. Resignation. Any officer and any director may
resign at any time by delivering his resignation to the corporation at its
principal office or to the President, Clerk or Secretary. Such resignation shall
be effective at the time or upon the happening of the condition, if any,
specified therein or, if no such time or condition shall be specified, upon its
receipt.
Section 10. Voting of Corporation Securities. Unless otherwise
ordered by the Board of Directors, the President or the Treasurer shall have
full power and authority in the name and behalf of the corporation to waive
notice of, to attend, act and to vote at, and to appoint any person or persons
to act as proxy or attorney-in-fact for this corporation at, any meeting of
stockholders or security holders of any other corporations or organization the
securities of which are held by the corporation, and at such meetings shall
possess and may exercise any and all rights and powers incident to the ownership
of such securities, which, as the owner thereof the corporation may possess and
exercise. The Board of Directors by resolution from time to time may confer like
powers upon any other person or persons.
ARTICLE THIRD
STOCKHOLDERS
Section 1. Meetings. The annual meeting of the stockholders of
the corporation shall be held at Northbrook, Illinois or at such other place
within the Commonwealth of Massachusetts or elsewhere within the United States
of America as the Board of Directors shall fix, or in the absence of any such
designation, such place as may be designated by the Clerk in the notice of the
meeting or the place to which any annual meeting shall be adjourned, on the 3rd
Monday of September at 2:00 o'clock in the afternoon in each year to elect a
Board of Directors, to hear the reports of the officers, and to transact other
business. If the day fixed for the annual meeting shall fall upon a legal
holiday, the meeting shall be held on the next succeeding business day not a
legal holiday. If the election of directors shall not be held on the day herein
designated for an annual meeting, or at an adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
stockholders as soon thereafter as conveniently may be. At such special meeting
the stockholders may elect the directors and transact other business with the
same force and effect as at an annual meeting duly called and held.
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Section 2. Closing of Transfer Books. The Board of Directors
may in its discretion fix a date not less than ten days nor more than sixty days
prior to the date of any annual or special meeting of stockholders or prior to
the payment of any dividend or the making of any other distribution as the
record date for determining stockholders having the right to notice of and to
vote at such meeting or any adjournment thereof, or the right to receive such
dividend or distribution. In lieu of fixing such record date, the Board may,
subject to the limitations herein provided, order the closing of the stock
transfer records of the corporation for such purposes. The holders of record of
shares of the corporation on such record date or on the date of closing the
stock transfer records shall, if a dividend or distribution be declared, have
the sole right to receive such dividend or distribution, or if such shares have
a voting right, the sole right to receive notice of, attend and vote at such
meeting.
Section 3. Special Meetings. Special meetings of the
stockholders may be called by the President or by the directors, and shall be
called by the Clerk, or in the event of his death, absence, incapacity or
refusal by any other officer, upon the written application of one or more
stockholders who hold at least one tenth in interest of the stock entitled to
vote thereat. Notice shall be given in the manner set forth in Section 4 below
and shall state the time, place and purpose of the meeting. Special meetings
shall be held at the office of the corporation in Northbrook, Illinois, or at
such other place within the Commonwealth of Massachusetts or elsewhere within
the United States of America, as the directors may fix, or, if the meeting is
called upon the application of stockholders, at such place as shall be stated in
the Application therefor, or the place to which such meeting may be adjourned:
provided, however, that a special meeting may be held at any place approved in
writing by every stockholder entitled to notice of the meeting or at which every
stockholder entitled to such notice shall be present and represented at the date
and time of the meeting.
Section 4. Notice of Meetings. Written notice of the place,
date and hour, and specifying the purpose of every meeting of stockholders,
shall be given by the Clerk or by any other officer designated by the directors
or these By-Laws, at least seven days before the meeting, to each stockholder
entitled to vote thereat. If a special meeting is called upon written
stockholder application and the Clerk shall be unable or shall refuse to give
notice thereof, notice may be given by any other officer of the corporation.
Such notice may be delivered in hand to each stockholder entitled to notice, at
his residence or usual place of business or mailed to him, postage prepaid,
addressed to his address as it appears in the records of the corporation. No
notice of any meeting need be given a stockholder if a written waiver of notice
executed before or after the meeting by the stockholder, or his attorney
thereunto authorized, is filed with the records of the meeting, and, if notice
of a special meeting shall be waived by all stockholders entitled to notice
thereof, no call of such special meeting shall be required.
Section 5. Quorum. At all meetings of stockholders a quorum
for the transaction of any business shall consist of the holders of record,
present in person or by proxy, of a majority in interest of all of the issued
and outstanding shares of the stock of the corporation entitled to vote thereon.
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Section 6. Action Without Meeting. Any action required or
permitted at any meeting of the stockholders, including the election of
directors or officers, may be taken without a meeting if a written consent
thereto is signed by the holders of all of the issued and outstanding capital
stock entitled to vote at such meeting and such written consent is filed with
the records of the meetings of stockholders.
Section 7. Voting. Except as otherwise provided by law or by
the Articles of Organization or these By-Laws every stockholder entitled to vote
at a meeting of stockholders shall have one vote for each share of stock having
the right to vote at such meeting held by him and registered in his name on the
books of the corporation at the time of the meeting or at the record date fixed
by the directors for the determination of stockholders entitled to vote thereat,
if such date be fixed. Stockholders may vote in person or by proxy in writing
filed with the Clerk at the meeting. Except as otherwise permitted by law, no
proxy dated more than six months before the meeting named therein shall be
accepted, and no such proxy shall be valid after the adjournment of the meeting.
Except as otherwise permitted by law, by the Articles of Organization or these
By-Laws, any matter coming before any meeting of the stockholders shall be
adopted as the act and deed of the stockholders if approved by a majority in
interest of the stock issued, outstanding and entitled to vote thereon, present
or represented at the meeting, a quorum being present: provided, however, that
at all elections of directors and officers a plurality of the votes cast for any
nominee or nominees shall elect. No ballot shall be required for election of a
director or officer unless requested by the holder of one or more shares
entitled to vote thereon or his representative.
Section 8. Class Voting. Unless the Articles of Organization
shall otherwise provide, whenever the issued and outstanding shares of the
corporation shall consist of shares of two or more classes having a voting
right, a quorum at all meetings of stockholders shall, Section 5 above
notwithstanding, with respect to any matter, including the election of
directors, on which such two or more classes shall be entitled to vote as a
separate class, consist of a majority in interest of the issued and outstanding
stock of each such class; voting on such matter shall be had by class, and
approval of action thereon as the act of the stockholders of the corporation,
shall require the vote of a majority in interest of the issued and outstanding
stock of each class present or represented at the meeting and entitled to vote
thereat: provided, however, that in the matter of election of directors elected
by a particular class of shares a quorum shall consist of a majority in interest
of the issued and outstanding stock of that class and a plurality of the votes
cast by the holders of such stock at a meeting at which such quorum is present
shall elect.
ARTICLE FOURTH
CAPITAL STOCK
Section 1. Stock Certificates. Each stockholder shall be
entitled to a certificate or certificates in such form as the Board shall adopt,
stating the number of shares and the class thereof held by him, and the
designation of the series thereof, if any. Each certificate of stock shall be
signed by the President or a Vice President and by the Treasurer or an Assistant
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Treasurer; the signatures of such officer may be facsimiles if the certificate
is signed by a transfer agent or registrar, other than a director, officer or
employee of the corporation. If any officer who has signed or whose facsimile
signature has been placed on any such certificate shall have ceased to be such
officer before such certificate is issued, the certificate may be issued by the
corporation with the same effect as if he were such officer at the time of
issue. Every certificate issued for shares of stock subject to a restriction on
transfer pursuant to the Articles of Organization, these By-Laws or any
agreement to which the corporation is a party, or issued while the corporation
is authorized to issue more than one class of stock, shall have the full text of
such restriction or the full text of the preferences, voting powers,
qualifications and special and relative rights of the stock of each class and
series authorized to be issued, as the case may be, set forth on the face or
back of the certificate, or alternatively, shall contain the statement that the
corporation will furnish a copy thereof to the holder of the certificate without
charge upon written request.
Section 2. Transfer. The stock of the corporation shall be
transferable, so as to affect the rights of the corporation, after satisfaction
of the provisions of the Articles of Organization, or other lawful provisions to
which the corporation is a party, imposing a restriction upon transfer unless
the same shall be waived by the Board of Directors by transfer recorded on the
books of the corporation, in person or by duly authorized attorney, upon the
surrender of the certificate or certificates properly endorsed or assigned.
Section 3. Fractional Shares. Fractional shares of stock of
any class may be issued. Fractional shares shall entitle the holder thereof to
the voting and dividend rights and the right to participate in assets upon
liquidation, and shall have and be subject to the preferences, qualifications,
restrictions and special and relative rights, of the class of stock or series in
which issued. In lieu of fractional shares, the corporation may issue scrip in
registered or bearer form entitling the holder thereof to receive a certificate
for a full share upon the surrender of scrip aggregating a full share. Any scrip
issued by the corporation may be issued upon such terms and conditions and in
such manner as the directors shall fix.
Section 4. Equitable Interests. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof 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 except as may be otherwise expressly provided by law.
Section 5. Lost Certificates. The directors of the corporation
may, from time to time, determine the conditions upon which a new certificate of
stock may be issued in place of any certificate alleged to have been lost or
destroyed. They may in their discretion require the owner of a lost or destroyed
certificate, or his legal representative, to give a bond to the corporation with
or without surety; surety if required shall be such as the directors deem
sufficient to indemnify the corporation against any loss or claim which may
arise by reason of the issue of a certificate in place of such lost or destroyed
stock certificate.
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ARTICLE FIFTH
MAINTENANCE AND INSPECTION OF RECORDS
The corporation shall maintain in the Commonwealth of
Massachusetts the original or attested copies of its Articles of Organization,
By-Laws and records of all meetings of incorporators and stockholders, as well
as its stock and transfer records which shall contain the names of all
stockholders and the record address and amount of stock held by each. Such
copies and records may be maintained at the principal office of the corporation
or an office of its transfer agent or the office of the Clerk and shall be open
at all reasonable times to the inspection of any stockholder for a proper
purpose.
ARTICLE SIXTH
CHECKS, NOTES, DRAFTS, AND OTHER INSTRUMENTS
Checks, notes, drafts and other instruments for the payment of
money drawn or endorsed in the name of the corporation may be signed by any
officer or officers or person or persons authorized by the Board of Directors to
sign the same. No officer or person shall sign any such instrument as aforesaid
unless authorized by said Board to do so.
ARTICLE SEVENTH
SEAL
The seal of the corporation shall be circular in form, bearing
the inscription U.S. Ring Binder Corp., Massachusetts. The Treasurer shall have
custody of the seal and may affix it (as may any other officer if authorized by
the directors) to any instrument requiring the corporate seal.
ARTICLE EIGHTH
FISCAL YEAR
The fiscal year of the corporation shall be the year ending
with the 31st day of December in each year.
ARTICLE NINTH
CONTROL OVER BY-LAWS
These By-Laws may be altered, amended or repealed and any new
By-Laws adopted at any annual or special meeting of the stockholders by the
affirmative vote of a majority of the shares of capital stock then issued,
outstanding and entitled to vote or, to the extent permitted by law and
authorized by the Articles of Organization, by the affirmative vote of a
majority of the Board of Directors at any meeting of the Board: provided,
however, that notice of
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a proposal to alter, amend or repeal these By-Laws or adopt new By-Laws shall be
included in the notice of any meeting at which such alteration, amendment or
repeal or adoption is considered. Not later than the time of giving notice of
the meeting of stockholders next following the making, amending or repealing by
the Board of Directors of any By-Laws or the adoption of any new ByLaws, notice
thereof stating the substance of such change shall be given all stockholders
entitled to vote on amending the By-Laws. Any alteration, amendment or repeal of
these By-Laws or any new By-Laws adopted by the Board of Directors may be
amended or repealed by the stockholders.
ARTICLE TENTH
EFFECT OF PROVISIONS OF LAW AND
ARTICLES OF ORGANIZATION
Each of the provisions of these By-Laws shall be subject to
and controlled by any specific provisions of law or the Articles of Organization
which relate to their subject matter, and shall also be subject to any
exceptions, or more specific provisions, dealing with the subject matter,
appearing elsewhere in these By-Laws as amended from time to time.
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