1
EXHIBIT 3.22
BYLAWS
OF
VELOBIND, INCORPORATED
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office
of the corporation in the State of Delaware shall be in the City of Wilmington,
County of New Castle.
Section 2. Other Offices. The corporation shall also
have and maintain an office or principal place of business at 47212 Mission
Falls Court, Fremont, California, 94539, and 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
STOCKHOLDERS' MEETINGS
Section 1. Place of Meetings. Meetings of the
stockholders of the corporation shall be held at such place, either within or
without the State of Delaware, as may be designated from time to time by the
Board of Directors, or, if not so designated, then at the office of the
corporation required to be maintained pursuant to Section 2 of Article I hereof.
Section 2. Annual Meetings. The annual meetings of the
stockholders of the corporation, commencing with the year 1989, for the purpose
of election of directors and for such other business as may lawfully come before
it, shall be held on such date and at such time as may be designated from time
to time by the Board of Directors, or, if not so designated, then at 10:00 a.m.
on the third Thursday in June in each year if not a legal holiday, and, if a
legal holiday, at the same hour and place on the next succeeding day not a
holiday.
Section 3. Special Meetings. Special meetings of the
stockholders of the corporation may be called, for any purpose or purposes, by
the Chairman of the Board or the President or the Board of Directors at any
time. Upon written request of any stockholder or stockholders holding in the
aggregate one-fifth of
1
2
the voting power of all stockholders, delivered in person or sent by registered
mail to the Chairman of the Board, President or Secretary of the Corporation,
the Secretary shall call a special meeting of stockholders to be held at the
office of the corporation required to be maintained pursuant to Section 2 of
Article I hereof, at such time as the Secretary may fix, such meeting to be held
not less than ten nor more than sixty days after the receipt of such request,
and if the Secretary shall neglect or refuse to call such meeting, within seven
days after the receipt of such request, the stockholder making such request may
do so.
Section 4. Notice of Meetings.
(a) Except as otherwise provided by law or the Certificate
of Incorporation, written notice of each meeting of stockholders, specifying the
place, date and hour and purpose or purposes of the meeting, shall be given not
less than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote thereat, directed to his or her address as it
appears upon the books of the corporation; except that where the matter to be
acted on is a merger or consolidation of the Corporation or a sale, lease or
exchange of all or substantially all of its assets, such notice shall be given
not less than twenty (20) nor more than sixty (60) days prior to such meeting.
(b) If at any meeting action is proposed to be taken which,
if taken, would entitle shareholders fulfilling the requirements of section
262(d) of the Delaware General Corporation Law to an appraisal of the fair value
of their shares, the notice of such meeting shall contain a statement of that
purpose and to that effect and shall be accompanied by a copy of that statutory
section.
(c) When a meeting is adjourned to another time or place,
notice need not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken unless the
adjournment is for more than thirty days, or unless after the adjournment a new
record date is fixed for the adjourned meeting, in which event a notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote
at the meeting.
(d) Notice of the time, place and purpose of any meeting of
stockholders may be waived in writing, either before or after such meeting, and
to the extent permitted by law, will be waived by any stockholder by his or her
attendance thereat, in person or by proxy. Any stockholder so waiving notice of
such
2
3
meeting shall be bound by the proceedings of any such meeting in all respects as
if due notice thereof had been given.
(e) Unless and until voted, every proxy shall be revocable
at the pleasure of the person who executed it or of his or her legal
representatives or assigns, except in those cases where an irrevocable proxy
permitted by statute has been given.
Section 5. Advance Notice of Stockholder Nominees, and
Cumulative Voting.
Only persons who are nominated in accordance with the
procedures set forth in this Section 5 shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors of the
corporation may be made at a meeting of stockholders by or at the direction of
the Board of Directors or by any stockholder of the corporation entitled to vote
in the election of directors at the meeting who complies with the notice
procedures set forth in this Section 5. Such nominations, other than those made
by or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the corporation. Timely notice
shall also be given of any stockholder's intention to cumulate votes in the
election of directors at a meeting. In either case, to be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the corporation not less than twenty (20) days
nor more than sixty (60) days prior to the meeting; provided, however, that in
the event less than thirty (30) days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the meeting was
mailed or such public disclosure was made. Such stockholder's notice shall set
forth (a) as to each person, if any, whom the stockholder proposes to nominate
for election or re-election as a director: (i) the name, age, business address
and residence address of such person, (ii) the principal occupation or
employment of such person, (iii) the class and number of shares of the
corporation which are beneficially owned by such person, and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required, in
each case pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (including without limitation such person's written consent to be
named in the proxy statement, if any, as nominee and to serving as a director if
elected); and (b) as to the stockholder giving the notice: (i) the name and
address, as they appear on the corporation's books, of such
3
4
stockholder, (ii) the class and number of shares of the corporation which are
beneficially owned by such stockholder, and (iii) whether such stockholder
intends to request cumulative voting in the election of directors at the
meeting. At the request of the Board of Directors any person nominated by the
Board for election as a director shall furnish to the Secretary of the
corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee. No person shall be eligible
for election as a director of the corporation unless nominated in accordance
with the procedures set forth in this Section 5. The chairman of the meeting
shall, if the facts warrant, determine and declare at the meeting that a
nomination was not made in accordance with the procedures prescribed by these
Bylaws, and if he should so determine, he shall so declare at the meeting and
the defective nomination shall be disregarded.
Section 6. Advance Notice of Stockholder Business.
At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be: (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise properly brought before the meeting by
or at the direction of the Board of Directors, or (c) otherwise properly brought
before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the Secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the corporation not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than fifty (50) days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting: (i) a brief description of the business desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and address, as they appear on the
corporation's books, of the stockholder proposing such business (iii) the class
and number of shares of the corporation which are beneficially owned by the
stockholder, (iv) any material interest of the stockholder in such business and
(v) any
4
5
other information that is required to be provided by the stockholder pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended, in his or
her capacity as a proponent of a stockholder proposal. Notwithstanding the
foregoing, in order to include information with respect to a stockholder
proposal in the proxy statement and form of proxy for a stockholders' meeting,
stockholders must provide notice as required by the regulations promulgated
under the Securities and Exchange Act of 1934, as amended. Notwithstanding
anything in these Bylaws to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set forth in this
Section 6. The chairman of the annual meeting shall, if the facts warrant,
determine and declare at the meeting that business was not properly brought
before the meeting and in accordance with the provisions of this Section 6, and,
if he should so determine, he shall so declare at the meeting that any such
business not properly brought before the meeting shall not be transacted.
Section 7. Quorum and Voting.
(a) At all meetings of stockholders, except where otherwise
provided by law, the Certificate of Incorporation, or these Bylaws, the
presence, in person or by proxy duly authorized, of the holders of a majority of
the outstanding shares of stock entitled to vote shall constitute a quorum for
the transaction of business. Shares, the voting of which at said meeting have
been enjoined, or which for any reason cannot be lawfully voted at such meeting,
shall not be counted to determine a quorum at said meeting. In the absence of a
quorum, any meeting of stockholders may be adjourned, from time to time, by vote
of the holders of a majority of the shares represented thereat, but no other
business shall be transacted at such meeting. At such adjourned meeting at which
a quorum is present or represented, any business may be transacted which might
have been transacted at the original meeting. The stockholders present at a duly
called or convened meeting, at which a quorum is present, may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
(b) Except as otherwise provided by law, the Certificate of
Incorporation or these Bylaws, all action taken by the holders of a majority of
the voting power represented at any meeting at which a quorum is present shall
be valid and binding upon the corporation.
5
6
Section 8. Voting Rights.
(a) Except as otherwise provided by law, only persons in
whose names shares entitled to vote stand on the stock records of the
corporation on the record date for determining the stockholders entitled to vote
at said meeting shall be entitled to vote at such meeting. Shares standing in
the names of two or more persons shall be voted or represented in accordance
with the determination of the majority of such persons, or, if only one of such
persons is present in person or represented by proxy, such person shall have the
right to vote such shares and such shares shall be deemed to be represented for
the purpose of determining a quorum.
(b) Every person entitled to vote or execute consents shall
have the right to do so either in person or by an agent or agents authorized by
a written proxy executed by such person or his duly authorized agent, which
proxy shall be filed with the Secretary of the corporation at or before the
meeting at which it is to be used. Said proxy so appointed need not be a
stockholder. No proxy shall be voted on after three years from its date unless
the proxy provides for a longer period.
Section 9. List of Stockholders. The officer who has
charge of the stock ledger of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in alphabetical order,
showing the address of and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held and 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 meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 10. Action Without Meeting. Unless otherwise
provided in the Certificate of Incorporation, any action required by statute to
be taken at any annual or special meeting of stockholders of the corporation, or
any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken,
are signed by the holders of outstanding stock 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 voted. To
be effective, a written consent must be delivered to the corporation
6
7
by delivery to its registered office in Delaware, its principal place of
business, or an officer or agent of the corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
a corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Every written consent shall bear the date of
signature of each stockholder who signs the consent, and no written consent
shall be effective to take the corporate action referred to therein unless,
within sixty days of the earliest dated consent delivered in the manner required
by this Section to the corporation, written consents signed by a sufficient
number of holders to take action are delivered to the corporation in accordance
with this Section. Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. Number and Term of Office. The number of
directors which shall constitute the whole of the Board of Directors shall be
nine (9). With the exception of the first Board of Directors, which shall be
elected by the incorporator, and except as provided in Section 3 of this Article
III, the directors shall be elected by a plurality vote of the shares
represented in person or by proxy at the stockholders annual meeting in each
year and entitled to vote on the election of directors. Elected directors shall
hold office until the next annual meeting and until their successors shall be
duly elected and qualified. Directors need not be stockholders. If, for any
cause, the Board of Directors shall not have been elected at an annual meeting,
they may be elected as soon thereafter as convenient at a special meeting of the
stockholders called for that purpose in the manner provided in these Bylaws.
As provided in the Certificate of Incorporation, at all
elections of directors each shareholder having the right to vote shall be
entitled to as many votes as the number of shares so held of record by the
shareholder multiplied by the number of directors to be elected, and the
shareholder may cast all of such votes for a single director, or may distribute
them among any two or more of the directors to be voted for, as he or she may
see fit.
7
8
Section 2. Powers. The powers of the corporation shall
be exercised, its business conducted and its property controlled by or under the
direction of the Board of Directors.
Section 3. Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, although less than
a quorum, or by a sole remaining director, and each director so elected shall
hold office for the unexpired portion of the term of the director whose place
shall be vacant, and until his or her successor shall have been duly elected and
qualified. A vacancy in the Board of Directors shall be deemed to exist under
this section in the case of the death, removal or resignation of any director,
or if the stockholders fail at any meeting of stockholders at which directors
are to be elected (including any meeting referred to in Section 4 below) to
elect the number of directors then constituting the whole Board.
Section 4. Resignations and Removals.
(a) Any director may resign at any time by delivering his
written resignation to the Secretary, such resignation to specify whether it
will be effective at a particular time, upon receipt by the Secretary or at the
pleasure of the Board of Directors. If no such specification is made, it shall
be deemed effective at the pleasure of the Board of Directors. When one or more
directors shall resign from the Board, effective at a future date, a majority of
the directors then in office, including those who have so resigned, shall have
power to fill such vacancy or vacancies, the vote thereon to take effect when
such resignation or resignations shall become effective, and each director so
chosen shall hold office for the unexpired portion of the term of the director
whose place shall be vacated and until his successor shall have been duly
elected and qualified.
(b) At a special meeting of stockholders called for the
purpose in the manner hereinabove provided, the Board of Directors, or any
individual director, may be removed from office, with or without cause, and a
new director or directors elected by a vote of stockholders holding a majority
of the outstanding shares entitled to vote at an election of directors.
Section 5. Meetings.
(a) The annual meeting of the Board of Directors shall be
held immediately after the annual stockholders' meeting and at the place where
such meeting is held or at the place announced by the Chairman at such meeting.
No notice of an annual meeting of
8
9
the Board of Directors shall be necessary, and such meeting shall be held for
the purpose of electing officers and transacting such other business as may
lawfully come before it.
(b) Except as hereinafter otherwise provided, regular
meetings of the Board of Directors shall be held in the office of the
corporation required to be maintained pursuant to Section 2 of Article I hereof.
Regular meetings of the Board of Directors may also be held at any place within
or without the State of Delaware which has been designated by resolutions of the
Board of Directors or the written consent of all directors.
(c) Special meetings of the Board of Directors may be held
at any time and place within or without the State of Delaware whenever called by
the Chairman of the Board or a majority of the directors.
(d) Written notice of the time and place of all regular and
special meetings of the Board of Directors shall be delivered personally to each
director or sent by telegram at least 48 hours before the start of the meeting,
or sent by first class mail at least 120 hours before the start of the meeting.
Notice of any meeting may be waived in writing at any time before or after the
meeting and will be waived by any director by attendance thereat.
(e) A majority of the directors present, whether or not
constituting a quorum, may adjourn any meeting to another time and place. Notice
of the time and place of holding an adjourned meeting need not be given, unless
the meeting is adjourned for more than twenty-four hours, in which case notice
of the time and place shall be given before the time of the adjourned meeting,
in the manner specified in these Bylaws, to the directors who were not present
at the time of the adjournment.
Section 6. Quorum and Voting.
(a) A quorum of the Board of Directors shall consist of a
majority of the exact number of directors fixed from time to time in accordance
with Section 1 of Article III and Article XIII of these Bylaws, but not less
than one; provided, however, at any meeting, whether a quorum be present or
otherwise, a majority of the directors present may adjourn from time to time
until the time fixed for the next regular meeting of the Board of Directors,
without notice other than by announcement at the meeting.
9
10
(b) At each meeting of the Board of Directors at which a
quorum is present, all questions and business shall be determined by a vote of a
majority of the directors present, unless a different vote be required by law,
the Certificate of Incorporation, or these Bylaws.
(c) Any member of the Board of Directors, or of any
committee thereof, may participate in a meeting by means of conference telephone
or similar communication equipment by means of which all persons participating
in the meeting can hear each other, and participation in a meeting by such means
shall constitute presence in person at such meeting.
(d) The transactions of any meeting of the Board of
Directors, or any committee thereof, however called or noticed, or wherever
held, shall be as valid as if undertaken at a meeting duly held after regular
call and notice, if a quorum be present and if, either before or after the
meeting, each of the directors not present shall sign a written waiver of
notice, or a consent to holding such meeting, or an approval of the minutes
thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Section 7. Action Without Meeting. 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 all members of the
Board or of such committee, as the case may be, consent thereto in writing, and
such writing or writings are filed with the minutes of proceedings of the Board
or committee.
Section 8. Fees and Compensation. Directors shall not
receive any stated salary for their services as directors but by resolution of
the Board. A fixed fee, with or without expenses of attendance, may be allowed
for attendance at each meeting and at each meeting of any committee of the Board
of Directors. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation therefor.
Section 9. Approval of Loans to Officers.
The corporation may lend money to, or guarantee any obligation
of, or otherwise assist, any officer or other employee of the corporation or of
its subsidiaries, including any officer or employee who is a director of the
corporation or its subsidiaries, whenever, in the judgment of the directors,
such
10
11
loan, guaranty or assistance may reasonably be expected to benefit the
corporation. The loan, guaranty or other assistance may be with or without
interest and may be unsecured, or secured in such manner as the Board of
Directors shall approve, including, without limitation, a pledge of shares of
stock of the corporation. Nothing contained in this Section shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the corporation at
common law or under any statute.
Section 10. Inspectors of Election.
Before any annual or special meeting of shareholders, the
Board of Directors may appoint any person or persons other than nominees for
office to act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may, and on
the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one (1) or three (3). If inspectors are appointed at a meeting on the request of
one or more shareholders or proxies, the holders of a majority of shares or
their proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed. If any person appointed as inspector fails
to appear or fails or refuses to act, the chairman of the meeting may, and upon
the request of any shareholder or a shareholder's proxy shall, appoint a person
to fill that vacancy.
These inspectors shall:
(a) Determine the number of shares outstanding
and the voting power of each, the shares represented at the meeting, the
existence of a quorum, and the authenticity, validity, and effect of proxies;
(b) Receive votes, ballots or consents;
(c) Hear and determine all challenges and
questions in any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to
conduct the election or vote with fairness to all shareholders.
11
12
Section 11. Committees.
(a) Executive Committee: The Board of Directors may, by
resolution passed by a majority of the whole Board, appoint an Executive
Committee of not less than one member, each of whom shall be a director. The
Executive Committee, to the extent permitted by law, shall have and may
exercise, when the Board of Directors is not in session, all powers of the Board
in the management of the business and affairs of the corporation, including,
without limitation, the power and authority to declare a dividend or to
authorize the issuance of stock, except such committee shall not have the power
or authority to amend the Certificate of Incorporation, to adopt an agreement of
merger or consolidation, to recommend to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
to recommend to the stockholders of the corporation a dissolution of the
corporation or a revocation of a dissolution, or to amend these Bylaws.
(b) Other Committees: The Board of Directors may, by
resolution passed by a majority of the whole Board, from time to time appoint
such other committees as may be permitted by law. Such other committees
appointed by the Board of Directors shall have such powers and perform such
duties as may be prescribed by the resolution or resolutions creating such
committees, but in no event shall any such committee have the powers denied to
the Executive Committee in these Bylaws.
(c) Term: The members of all committees of the Board of
Directors shall serve a term coexistent with that of the Board of Directors
which shall have appointed such committees. The Board, subject to the provisions
of subsection (a) or (b) of this Section 11, may at any time increase or
decrease the number of members of a committee or terminate the existence of a
committee; provided, that no committee shall consist of less than one member.
The membership of a committee member shall terminate on the date of his or her
death or voluntary resignation, but the Board of Directors may at any time for
any reason remove any individual committee member, and the Board of Directors
may fill any committee vacancy created by death, resignation, removal or
increase in the number of members of the committee. The Board of Directors may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee, and,
in addition, in the absence or disqualification of any member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of
12
13
the Board of Directors to act at the meeting in the place of any such absent or
disqualified member.
(d) Meetings: Unless the Board of Directors shall otherwise
provide, regular meetings of the Executive Committee or any other committee
appointed pursuant to this Section 11 shall be held at such times and places as
are determined by the Board of Directors, or by any such committee, and when
notice thereof has been given to each member of such committee, no further
notice of such regular meetings need be given thereafter; special meetings of
any such committee may be held at the principal office of the corporation
required to be maintained pursuant to Section 2 of Article I hereof; or at any
place which has been designated from time to time by resolution of such
committee or by written consent of all members thereof, and may be called by any
director who is a member of such committee, upon written notice to the members
of such committee of the time and place of such special meeting given in the
manner provided for the giving of written notice to members of the Board of
Directors of the time and place of special meetings of the Board of Directors.
Notice of any special meeting of any committee may be waived in writing at any
time after the meeting and will be waived by any director by attendance thereat.
A majority of the authorized number of members of any such committee shall
constitute a quorum for the transaction of business, and the act of a majority
of those present at any meeting at which a quorum is present shall be the act of
such committee.
ARTICLE IV
OFFICERS
Section 1. Officers Designated. The officers of the
corporation shall be a Chairman of the Board of Directors and a President, each
of whom shall be a member of the Board of Directors, and one or more
Vice-Presidents, a Secretary, and a Treasurer. The order of the seniority of the
Vice-Presidents shall be in the order of their nomination, unless otherwise
determined by the Board of Directors. The Board of Directors or the Chairman of
the Board or the President may also appoint one or more assistant secretaries,
assistant treasurers, and such other officers and agents with such powers and
duties as it or he shall deem necessary. The Board of Directors may assign such
additional titles to one or more of the officers as it shall deem appropriate.
Any one person may hold any number of offices of the corporation at any one time
unless specifically prohibited therefrom by law. The salaries and other
compensation of the
13
14
officers of the corporation shall be fixed by or in the manner designated by the
Board of Directors.
Section 2. Tenure and Duties of Officers.
(a) General: All officers shall hold office at the pleasure
of the Board of Directors and until their successors shall have been duly
elected and qualified, unless sooner removed. Any officer elected or appointed
by the Board of Directors may be removed at any time by the Board of Directors.
If the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors. Nothing in these Bylaws shall be construed as
creating any kind of contractual right to employment with the corporation.
(b) Duties of the Chairman of the Board of Directors: The
Chairman of the Board of Directors (if there be such an officer appointed) shall
be the chief executive officer of the corporation and, when present, shall
preside at all meetings of the shareholders and the Board of Directors. The
Chairman of the Board of Directors shall perform such other duties and have such
other powers as the Board of Directors shall designate from time to time.
(c) Duties of President: The President shall be the chief
executive officer of the corporation in the absence of the Chairman of the Board
and shall preside at all meetings of the shareholders and at all meetings of the
Board of Directors, unless the Chairman of the Board of Directors has been
appointed and is present. The President shall perform such other duties and have
such other powers as the Board of Directors shall designate from time to time.
(d) Duties of Vice-Presidents: The Vice-Presidents, in the
order of their seniority, may assume and perform the duties of the President in
the absence or disability of the President or whenever the office of the
President is vacant. The Vice-Presidents shall perform such other duties and
have such other powers as the Board of Directors or the President shall
designate from time to time.
(e) Duties of Secretary: The Secretary shall attend all
meetings of the shareholders and of the Board of Directors and any committee
thereof, and shall record all acts and proceedings thereof in the minute book of
the corporation. The Secretary shall give notice, in conformity with these
Bylaws, of all meetings of the shareholders, and of all meetings of the Board of
Directors and any committee thereof requiring notice. The Secretary shall
perform such other duties and have such other
14
15
powers as the Board of Directors shall designate from time to time. The
President may direct any Assistant Secretary to assume and perform the duties of
the Secretary in the absence or disability of the Secretary, and each Assistant
Secretary shall perform such other duties and have such other powers as the
Board of Directors or the President shall designate from time to time.
(f) Duties of Treasurer: The Treasurer shall keep or cause
to be kept the books of account of the corporation in a thorough and proper
manner, and shall render statements of the financial affairs of the corporation
in such form and as often as required by the Board of Directors or the
President. The Treasurer, subject to the order of the Board of Directors, shall
have the custody of all funds and securities of the corporation. The Treasurer
shall perform all other duties commonly incident to his office and shall perform
such other duties and have such other powers as the Board of Directors or the
President shall designate from time to time. The President may direct any
Assistant Treasurer to assume and perform the duties of the Treasurer in the
absence or disability of the Treasurer, and each Assistant Treasurer shall
perform such other duties and have such other powers as the Board of Directors
or the President shall designate from time to time.
ARTICLE V
EXECUTION OF CORPORATE INSTRUMENTS, AND
VOTING OF SECURITIES OWNED BY THE CORPORATION
Section 1. Execution of Corporate Instruments.
(a) The Board of Directors may, in its discretion,
determine the method and designate the signatory 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 provided by law,
and such execution or signature shall be binding upon the corporation.
(b) Unless otherwise specifically determined by the Board
of Directors or otherwise required by law, formal contracts of the corporation,
promissory notes, deeds of trust, mortgages and other evidences of indebtedness
of the corporation, and other corporate instruments or documents requiring the
corporate seal, and certificates of shares of stock owned by the corporation,
shall be executed, signed or endorsed by the Chairman of the Board (if there be
such an officer appointed) or by the President; such documents may also be
executed by any Vice-President and by the Secretary or Treasurer or any
Assistant
15
16
Secretary or Assistant Treasurer. All other instruments and documents requiring
the corporate signature, but not requiring the corporate seal, may be executed
as aforesaid or in such other manner as may be directed by the Board of
Directors.
(c) All checks and drafts drawn on banks or other
depositories on funds to the credit of the corporation, or in special accounts
of the corporation, shall be signed by such person or persons as the Board of
Directors shall authorize so to do.
Section 2. Voting of Securities Owned by the
Corporation. All stock and other securities of other corporations owned or held
by the corporation for itself, or for other parties in any capacity, shall be
voted, and all proxies with respect thereto shall be executed, by the person
authorized so to do by resolution of the Board of Directors or, in the absence
of such authorization, by the Chairman of the Board (if there be such an officer
appointed), or by the President, or by any Vice-President.
ARTICLE VI
SHARES OF STOCK
Section 1. Form and Execution of Certificates.
Certificates for the shares of stock of the corporation shall be in such form as
is consistent with the Certificate of Incorporation and applicable law. 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 (if
there be such an officer appointed), or by the President or any Vice-President
and by the Treasurer or Assistant Treasurer or the Secretary or Assistant
Secretary, certifying the number of shares owned by him or her in the
corporation. Any or all of the signatures on the certificate may be a facsimile.
In case any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued with the same effect as if he or she were such officer, transfer
agent, or registrar at the date of issue. If the corporation shall be authorized
to issue more than one class of stock or more than one series of any class, the
powers, 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
16
17
which the corporation shall issue to represent such class or series of stock,
provided that, except as otherwise provided in section 202 of the Delaware
General Corporation Law, 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 powers,
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.
Section 2. Lost Certificates. 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 or her legal representative, to indemnify the corporation
in such manner as it shall require and/or to give the corporation a surety bond
in such form and amount 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.
Section 3. Transfers. Transfers of record of shares of
stock of the corporation shall be made only upon its books by the holders
thereof, in person or by attorney duly authorized, and upon the surrender of a
certificate or certificates for a like number of shares, properly endorsed.
Section 4. Fixing Record Dates.
(a) In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which record date shall
not be more than sixty nor less than ten days before the date of such meeting.
If no record date is fixed by the Board of Directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the date on which the meeting is held. A
17
18
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
(b) In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which date shall not be more than ten days after
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. If no record date has been fixed by the Board of Directors,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the Board of
Directors is required by the Delaware General Corporation Law, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Delivery made to a registered office of
the Corporation shall be by hand or by certified or registered mail, return
receipt requested. If no record date has been fixed by the Board of Directors
and prior action by the Board of Directors is required by law, the record date
for determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action.
(c) In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights or the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than sixty days
prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board of Directors adopts the resolution relating
thereto.
Section 5. Registered Stockholders. The corporation
shall be entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive
18
19
dividends, and to vote as such owner, 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
OTHER SECURITIES OF THE CORPORATION
All bonds, debentures and other corporate securities of the
corporation, other than stock certificates, may be signed by the Chairman of the
Board (if there be such an officer appointed), or the President or any
Vice-President or such other person as may be authorized by the Board of
Directors and the corporate seal impressed thereon or a facsimile of such seal
imprinted thereon and attested by the signature of the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that
where any such bond, debenture or other corporate security shall be
authenticated by the manual signature of a trustee under an indenture pursuant
to which such bond, debenture or other corporate security shall be issued, the
signature of the persons signing and attesting the corporate seal on such bond,
debenture or other corporate security may be the imprinted facsimile of the
signatures of such persons. Interest coupons appertaining to any such bond,
debenture or other corporate security, authenticated by a trustee as aforesaid,
shall be signed by the Treasurer or an Assistant Treasurer of the corporation,
or such other person as may be authorized by the Board of Directors, or bear
imprinted thereon the facsimile signature of such person. In case any officer
who shall have signed or attested any bond, debenture or other corporate
security, or whose facsimile signature shall appear thereon or before the bond,
debenture or other corporate security so signed or attested shall have been
delivered, such bond, debenture or other corporate security nevertheless may be
adopted by the corporation and issued and delivered as though the person who
signed the same or whose facsimile signature shall have been used thereon had
not ceased to be such officer of the corporation.
ARTICLE VIII
CORPORATE SEAL
The corporate seal shall consist of a die bearing the name of
the corporation and the state and date of its incorporation. Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
19
20
ARTICLE IX
INDEMNIFICATION OF
OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
Section 1. Right to Indemnification. Each person who
was or is a party or is threatened to be made a party to or is involved (as a
party, witness, or otherwise) in any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
(hereinafter a "Proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer,
employee, or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation or
of a partnership, joint venture, trust, or other enterprise, including service
with respect to employee benefit plans, whether the basis of the Proceeding is
alleged action in an official capacity as a director, officer, employee, or
agent or in any other capacity while serving as a director, officer, employee,
or agent (hereinafter an "Agent"), shall be indemnified and held harmless by the
corporation to the fullest extent authorized by the Delaware General Corporation
Law, as the same exists or may hereafter be amended or interpreted (but, in the
case of any such amendment or interpretation, only to the extent that such
amendment or interpretation permits the corporation to provide broader
indemnification rights than were permitted prior thereto) against all expenses,
liability, and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties, and amounts paid or to be paid in settlement, and any
interest, assessments, or other charges imposed thereon, and any federal, state,
local, or foreign taxes imposed on any Agent as a result of the actual or deemed
receipt of any payments under this Article) reasonably incurred or suffered by
such person in connection with investigating, defending, being a witness in, or
participating in (including on appeal), or preparing for any of the foregoing
in, any Proceeding (hereinafter "Expenses"); provided, however, that except as
to actions to enforce indemnification rights pursuant to Section 3 of this
Article, the corporation shall indemnify any Agent seeking indemnification in
connection with a Proceeding (or part thereof) initiated by such person only if
the Proceeding (or part thereof) was authorized by the Board of Directors of the
corporation. The right to indemnification conferred in this Article shall be a
contract right.
20
21
Section 2. Authority to Advance Expenses. Expenses
incurred by an officer or director (acting in his or her capacity as such) in
defending a Proceeding shall be paid by the corporation in advance of the final
disposition of such Proceeding, provided, however, that if required by the
Delaware General Corporation Law, as amended, such Expenses shall be advanced
only upon delivery to the corporation of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he or she is not entitled to be indemnified by the corporation as
authorized in this Article or otherwise. Expenses incurred by other Agents of
the corporation (or by the directors or officers not acting in their capacity as
such, including service with respect to employee benefit plans) may be advanced
upon such terms and conditions as the Board of Directors deems appropriate. Any
obligation to reimburse the corporation for Expense advances shall be unsecured,
and no interest shall be charged thereon.
Section 3. Right of Claimant to Bring Suit. If a claim
under Section 1 or 2 of this Article is not paid in full by the corporation
within 20 days after a written claim has been received by the corporation, the
claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled to be paid also the expense (including attorneys'
fees) of prosecuting such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending a
Proceeding in advance of its final disposition where the required undertaking
has been tendered to the corporation) that the claimant has not met the
standards of conduct that make it permissible under the Delaware General
Corporation Law for the corporation to indemnify the claimant for the amount
claimed. The burden of proving such a defense shall be on the corporation.
Neither the failure of the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant is
proper under the circumstances because he or she has met the applicable standard
of conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its Board of Directors, independent
legal counsel, or its stockholders) that the claimant had not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that claimant has not met the applicable standard of conduct.
Section 4. Provisions Nonexclusive. The rights conferred
on any person by this Article shall not be exclusive of any other rights that
such person may have or hereafter acquire
21
22
under any statute, provision of the Certificate of Incorporation, agreement,
vote of stockholders or disinterested directors, or otherwise, both as to action
in an official capacity and as to action in another capacity while holding such
office. To the extent that any provision of the Certificate of Incorporation,
agreement, or vote of the stockholders or disinterested directors is
inconsistent with these Bylaws, the provision, agreement, or vote shall take
precedence.
Section 5. Authority to Insure. The corporation may
purchase and maintain insurance to protect itself and any Agent against any
Expenses, whether or not the corporation would have the power to indemnify the
Agent against such Expenses under applicable law or the provisions of this
Article.
Section 6. Survival of Rights. The rights provided by
this Article shall continue as to a person who has ceased to be an Agent and
shall inure to the benefit of the heirs, executors, and administrators of such a
person.
Section 7. Settlement of Claims. The corporation shall
not be liable to indemnify any Agent under this Article (a) for any amounts paid
in settlement of any action or claim effected without the corporation's written
consent, which consent shall not be unreasonably withheld; or (b) for any
judicial award if the corporation was not given a reasonable and timely
opportunity, at its expense, to participate in the defense of such action.
Section 8. Effect of Amendment. Any amendment, repeal,
or modification of this Article shall not adversely affect any right or
protection of any Agent existing at the time of such amendment, repeal, or
modification.
Section 9. Subrogation. In the event of payment under
this Article, the corporation shall be subrogated to the extent of such payment
to all of the rights of recovery of the Agent, who shall execute all papers
required and shall do everything that may be necessary to secure such rights,
including the execution of such documents necessary to enable the corporation
effectively to bring suit to enforce such rights.
Section 10. No Duplication of Payments. The corporation
shall not be liable under this Article to make any payment in connection with
any claim made against the Agent to the extent the Agent has otherwise actually
received payment (under any insurance policy, agreement, vote, or otherwise) of
the amounts otherwise indemnifiable hereunder.
22
23
Section 11. Indemnity Fund. Upon resolution passed by the
Board of Directors, the corporation may establish a trust or other designated
account, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure the payment of any or all of its
obligations arising under this Article and/or agreements which may be entered
into between the corporation and its officers and directors from time to time.
ARTICLE X
NOTICES
Whenever, under any provisions of these Bylaws, notice is
required to be given to any stockholder, the same shall be given in writing,
timely and duly deposited in the United States mail, postage prepaid, and
addressed to his or her last known post office address as shown by the stock
record of the corporation or its transfer agent. Any notice required to be given
to any director may be given by the method hereinabove stated, or by telegram,
except that such notice, other than one which is delivered personally, shall be
sent to such address as such director shall have filed in writing with the
Secretary of the corporation, or, in the absence of such filing, to the last
known post office address of such director. If no address of a stockholder or
director be known, such notice may be sent to the office of the corporation
required to be maintained pursuant to Section 2 of Article I hereof. An
affidavit of mailing, executed by a duly authorized and competent employee of
the corporation or its transfer agent appointed with respect to the class of
stock affected, specifying the name and address or the names and addresses of
the stockholder or stockholders, director or directors, to whom any such notice
or notices was or were given, and the time and method of giving the same, shall
be conclusive evidence of the statements therein contained. All notices given by
mail, as above provided, shall be deemed to have been given as of the time of
mailing, and all notices given by telegram shall be deemed to have been given as
of the sending time recorded by the telegraph company transmitting the same. It
shall not be necessary that the same method of giving be employed in respect of
all directors, but one permissible method may be employed in respect of any one
or more, and any other permissible method or methods may be employed in respect
of any other or others. The period or limitation of time within which any
stockholder may exercise any option or right, or enjoy any privilege or benefit,
or be required to act, or within which any director may exercise any power or
right, or enjoy any privilege, pursuant to any notice sent to him or her in the
manner above provided, shall not be affected or extended in any manner by the
failure of such a
23
24
stockholder or such director to receive such notice. 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. Whenever notice is required
to be given, under any provision of law or of the Certificate of Incorporation
or Bylaws of the corporation, to any person with whom communication is unlawful,
the giving of such notice to such person shall not be required and there shall
be no duty to apply to any governmental authority or agency for a license or
permit to give such notice to such person. Any action or meeting which shall be
taken or held without notice to any such person with whom communication is
unlawful shall have the same force and effect as if such notice had been duly
given. In the event that the action taken by the corporation is such as to
require the filing of a certificate under any provision of the Delaware General
Corporation Law, the certificate shall state, if such is the fact and if notice
is required, that notice was given to all persons entitled to receive notice
except such persons with whom communication is unlawful.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall be fixed and may be
changed from time to time by resolution of the Board of Directors.
ARTICLE XII
AMENDMENTS
These Bylaws may be repealed, altered or amended or new Bylaws
adopted by written consent of stockholders in the manner authorized by Section 8
of Article II, or at any meeting of the stockholders, either annual or special,
by the affirmative vote of a majority of the stock entitled to vote at such
meeting. The Board of Directors shall also have the authority to repeal, alter
or amend these Bylaws or adopt new Bylaws (including, without limitation, the
amendment of any Bylaws setting forth the number of directors who shall
constitute the whole Board of Directors) by unanimous written consent or at any
annual, regular, or special meeting by the affirmative vote of a majority of the
whole number of directors, subject to the power of the stockholders to change or
repeal such Bylaws and provided that the Board of Directors shall not make or
alter any Bylaws fixing the qualifications, classifications, term of office or
compensation of directors.
24
25
* * * * * *
VELOBIND, INCORPORATED
BY-LAWS AMENDMENT
(EFFECTIVE JANUARY 7, 1991)
The first sentence of Article III, Section 1 is amended to read:
"Section 1. Number and Term of Office. The number of directors
which shall constitute the whole Board of Directors shall be three (3)
directors."
25