1
EXHIBIT 3.2
GENERAL BINDING CORPORATION
BY-LAWS
ARTICLE I
OFFICES
Section 1. Principal Office and Agent. The principal office
shall be in the City of Dover, County of Kent, State of Delaware, and the name
of the registered agent in charge thereof is The Prentice-Hall Corporation
System, Inc. (Amended March 10, 1975)
Section 2. Other Offices. The corporation may also have offices
at such other places as the board of directors may from time to time determine
or the business of the corporation may require.
ARTICLE II
Meetings of Stockholders
Section 1. Place of Meetings. All meetings of the stockholders
for the election of directors shall be held in the Village of Northbrook, State
of Illinois, at such place within such Village as may be fixed by the Board of
Directors; at least ten days' notice shall be given to the stockholders of the
place so fixed. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware as shall be stated
in the notice of the meeting or in a
2
duly executed waiver of notice thereof.
(Amended February 7, 1978)
Section 2. Annual Meeting. An annual meeting of stockholders,
commencing with the year 1975 shall be held at the hour of 10:30 a.m. on the
second Tuesday of May in each year provided that if that day is a legal
holiday, then such meeting shall be held on the next succeeding business day,
at which meeting the stockholders shall elect by a plurality vote a board of
directors, and transact such other business as may properly be brought before
the meeting. If the election of directors shall not be held on the day
designated herein for any annual meeting, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the stockholders as soon thereafter as may be convenient. (Amended March 10,
1975)
Section 3. Notice of Annual Meeting. Written notice of the
annual meeting shall be served upon or mailed to each stockholder entitled to
vote thereat at such address as appears on the books of the corporation, at
least ten (10) days prior to the meeting.
Section 4. List of Stockholders Entitled to Vote at Election of
Directors. At least ten (10) days before every election of directors, a
complete list of the stockholders
-2-
3
entitled to vote at said election, arranged in alphabetical order, with the
address of each and the number of voting shares held by each, shall be prepared
by the secretary. Such list shall be open, during ordinary business hours at
the place where the election is to be held for said ten (10) days, to the
examination of any stockholder, and shall be produced and kept at the time and
place of election during the whole time thereof, and subject to the inspection
of any stockholder who may be present.
Section 5. Transfers of Stock Within Twenty (20) Days Preceding
Election of Directors. Except where the transfer books of the corporation
shall have been closed or a date shall have been fixed as a record date for the
determination of its stockholders entitled to vote, no share of stock shall be
voted on at any election of directors which shall have been transferred on the
books of the corporation within twenty (20) days next preceding such election
of directors.
Section 6. Special Meetings of Stockholders. Special meetings of
the stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the certificate of incorporation, may be called by the president
and shall be called by the president or secretary at the request in writing of
a majority of the board of directors, or at the request in writing of a
stockholder or stockholders holding at least twenty per cent
-3-
4
(20%) of the common stock of the corporation at the time issued and outstanding
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 7. Notice of Special Meetings of Stockholders. Written
notice of a special meeting of stockholders, stating the time and place and
object thereof, shall be served upon or mailed to each stockholder entitled to
vote thereat at such address as appears on the books of the corporation, at
least ten (10) days before such meeting.
Section 8. Business at Special Meeting. Business transacted at
all special meetings shall be confined to the objects stated in the call.
Section 9. Quorum. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall be requisite, and shall constitute a quorum at all meetings of
the stockholders for the transaction of business, except as otherwise provided
by statute, by the certificate of incorporation or by these by-laws. If,
however, such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
-4-
5
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might
have been transacted at the meeting as originally notified.
Section 10. Majority Vote. When a quorom is present at any
meeting, the vote of the holders of a majority of the stock having power
present in person or represented by proxy shall decide any questions brought
before such meeting, unless the question is one upon which by express provision
of the statutes or of the certificate of incorporation or of these by-laws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.
Section 11. Proxies and Voting of Shares. At any meeting of the
stockholders every stockholder having the right to vote shall be entitled to
vote in person, or by proxy executed in writing by the stockholder or by his
duly authorized attorney in fact and bearing a date not more than three (3)
years prior to said meeting, unless said instrument provides for a longer
period. Each stockholder shall have one vote for each share of stock having
voting power, registered in his name on the books of the corporation.
Section 12. Setting Record Date for Closing of Transfer Books.
The board of directors shall have power to close the
-5-
6
stock transfer books of the corporation for a period not exceeding sixty (60)
days preceding the date of any meeting of stockholders or the date for payment
of any dividend or the date for the allotment of rights or the date when any
change or conversion or exchange of capital stock shall go into effect or for a
period of not exceeding sixty (60) days in connection with obtaining the
consent of stockholders for any purpose; provided, however, that in lieu of
closing the stock transfer books as aforesaid, the board of directors may fix
in advance a date, not exceeding sixty (60) days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date of the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled. to notice of and to vote at, any such meeting, and any
adjournment thereof or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, and
in such case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment
-6-
7
of rights, or to exercise such rights, or to give such consent, as the case may
be, notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.
Section 13. Written Consent of Stockholders. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken in
connection with any corporate action by any provisions of the statutes or of
the certificate of incorporation or of these by-laws, the meeting and vote of
stockholders may be dispensed with, if all the stockholders who would have been
entitled to vote upon the action if such meeting were held, shall consent in
writing to such corporate action being taken.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
corporation shall be managed by its board of directors.
Section 2. Number, Tenure and Qualifications. The number of
Directors, which shall constitute the whole Board shall be ten. The number may
be increased or diminished from time to time by amendment of these By-Laws, but
shall not be diminished to less than three. Directors need not be stockholders
of the
-7-
8
Corporation or residents of Delaware. Each Director shall hold office until
the next annual meeting of the stockholders or until his successor shall have
been elected and qualified. (Amended August 9, 1977)
Section 3. Resignations. Any director of the corporation may
resign at any time by giving written notice to the Board of Directors, the
President, or the Secretary of the Corporation. Such resignation shall take
effect at the time specified therein; and, unless tendered to take effect upon
acceptance thereof, the acceptance of such resignation shall not be necessary
to make it effective.
Section 4. Vacancies. Vacancies occurring in the board of
directors by reason of death, resignation, retirement, disqualification or
removal from office of any director, or otherwise, 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, though
less than a quorum, and the directors so chosen shall hold office until the
next annual election and until their successors are duly elected and qualified,
unless sooner displaced.
Section 5. Place of Meetings. The directors may hold their
meetings and keep the books of the corporation, except the original or
duplicate stock ledger, outside of Delaware, at such
-8-
9
places as they may from time to time determine.
Section 6. First Meeting of New Board. The first meeting of each
newly elected board shall be held at such time and place either within or
without the State of Delaware as shall be fixed by the vote of the stockholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting provided a
quorum shall be present, or they may meet at such place and time as shall be
fixed by the consent in writing of all the directors.
Section 7. Regular Meetings. Regular meetings of the board may
be held without notice at such time and place either within or without the
State of Delaware as shall from time to time be determined by the board.
Section 8. Special Meetings. Special meetings of the board may
be called by the President; special meetings shall be called by the President
or Secretary on the written request of two directors. The person or persons
authorized to call special meetings of the Board may fix any place, either
within or without the State of Delaware, as the place for holding any special
meetings of the Board called by them. Notice of any special meeting shall be
given at least five days previously thereto. Any director may waive notice of
any meeting. Attendance of a
-9-
10
director at any 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. Neither the business to be transacted at nor the purpose of any
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.
Section 9. Quorum. At all meetings of the board the presence of
a majority of the directors shall be necessary and sufficient to constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation or by these by-laws. If a
quorum shall not be present at any meeting of directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 10. Informal Action. Any action which is required by
law or by these by-laws to be taken at a meeting of the board of directors or
of any committee thereof, or any other action which may be taken at such a
meeting, may be taken without a meeting if prior to such action a consent in
writing, setting
-10-
11
forth the action so taken, shall be signed by all of the directors entitled to
vote with respect to the subject matter thereof. Such consent shall have the
same force and effect as a unanimous vote of all directors concerned if such
written consent is filed with the minutes of proceedings of the board or
committee.
Section 11. Compensation. Directors shall not receive any stated
salary for their services as directors, but, by resolution of the board, a fixed
sum and expenses of attendance, if any, may be allowed for attendance at each
regular or special meeting of the board; provided, that nothing herein contained
shall be construed to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor. Members of special or
standing committees may be allowed like compensation for attending committee
meetings.
Section 12. Presumption of Assent. A director of the
corporation who is present at a meeting of the board of directors at which
action on any corporate matter is taken shall be conclusively presumed to have
assented to the action taken unless his dissent shall be entered in the minutes
of the meeting or unless he shall file his written dissent to such action with
the person acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered
-11-
12
mail to the secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
ARTICLE IV
Committees
Section 1. Appointment and Powers. The board of directors may,
by resolution or resolutions passed by a majority of the whole board, designate
one or more committees, each committee to consist of two or more of the
directors of the corporation which, to the extent provided in said resolution
or resolutions, shall have and may exercise the powers of the board of
directors in the management of the business and affairs of the corporation, and
may have power to authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
board of directors.
Section 2. Members' Absence or Disqualification. In the absence
or disqualification of any member of any committees created under this Article,
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 the board of directors to act at the meeting in the place of
any such absent or disqualified member.
-12-
13
Section 3. Record of Proceedings. The committees shall keep
regular minutes of their proceedings and report the same to the board when
required.
ARTICLE VI
OFFICERS
Section 1. Number and Title. The officers of the Corporation
shall be a Chairman of the Board, a President, one or more Vice Presidents (the
number thereof to be determined by the Board of Directors and if more than one
Vice President is elected, the Board of Directors may at the time of such
election designate one of them as Executive Vice President), a Treasurer and a
Secretary, and such Assistant Treasurers and Assistant Secretaries as may be
elected or appointed by the Board of Directors. Any two or more offices except
the offices of President and Secretary may be held by the same person.
(Amended January 11, 1971)
Section 2. Election and Qualifications. The officers of the
corporation shall be elected annually by the board of directors at the first
meeting of the board of directors held after each meeting of stockholders. If
the election of officers shall not be held at such meeting, such election shall
be held as soon thereafter as may be convenient.
-13-
14
Section 3. Appointment of Additional Officers. The board may
appoint such other officers and agents as it shall deem necessary, who shall
hold their officers for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the board.
Section 4. Compensation. The compensation 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. All officers and agents of the corporation, other
than directors, shall be entitled to reasonable compensation for services
rendered to the corporation, including the performance of their official
duties, unless the board of directors by resolution shall provide that no
compensation shall be paid therefor. Election or appointment of an officer
shall not of itself create contract rights.
Section 5. Term of Office, Removal, Vacancies. Each officer of
the corporation shall hold office until his successor is chosen and qualified
in his stead or until his death, resignation, or removal, as hereinafter
provided. Any officer elected or appointed by the board of directors may be
removed at any time by the affirmative vote of a majority of the whole board of
directors. If the office of any officer becomes vacant for
-14-
15
any reason, the vacancy shall be filled by the board of directors.
Section 6. Resignations. Any officer may resign at any time by
giving written notice to the board of directors or to the president or the
secretary of the corporation. Any such resignation shall take effect at the
time specified therein; and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
Section 7. The President. The president shall be the chief
executive officer of the corporation; he shall preside at all meetings of the
stockholders and directors, shall be ex officio a member of all standing
committees, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board are
carried into effect. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
Section 8. Vice-Presidents. In the absence of the president or
in the event of his inability to act, the executive vice-president, and in the
event of his absence or inability to
-15-
16
act, the vice-president (or in the event there be more than one vice-president,
the vice-presidents in the order designated, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the president, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the president. The vice-president or vice-
presidents shall perform such other duties as from time to time may be assigned
to him or them by the president or by the board of directors.
Section 9. The Secretary. The secretary shall attend all
sessions of the board and all meetings of the stockholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose and
shall perform like duties for the standing committees when required. The
secretary shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the board of directors, and shall perform
such other duties as may be prescribed by the board of directors or president.
The secretary shall keep in safe custody the seal of the corporation and, when
authorized by the board, affix the same to any instrument requiring it and,
when so affixed, it shall be attested by the secretary's signature or by the
signature of the treasurer or an assistant secretary.
Section 10. Assistant Secretaries. In the absence or
-16-
17
inability to act of the secretary, the assistant secretary (or in the event
there be more than one assistant secretary, the assistant secretaries in the
order designated, or in the absence of any designation, then in the order of
their election) shall perform the duties of the secretary, and when so acting,
shall have all the powers of and be subject to all the restrictions upon the
secretary. The assistant secretary or secretaries shall perform such other
duties as from time to time may be assigned by the board of directors.
Section 11. The Treasurer. The treasurer shall have the custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the board of
directors. He shall disburse the funds of the corporation as may be ordered by
the board, taking proper vouchers for such disbursements, and shall render to
the president and directors, at the regular meetings of the board, or whenever
they may require it, an account of all his transactions as treasurer and of the
financial condition of the corporation.
Section 12. Assistant Treasurers. In the absence or inability
to act of the treasurer, the assistant treasurer (or in
-17-
18
the event there be more than one assistant treasurer, the assistant treasurers
in the order designated, or in the absence of any designation, then in the
order of their election) shall perform the duties of the treasurer, and when so
acting, shall have all the powers of and be subject to all the restrictions
upon the treasurer. The assistant treasurer shall perform such other duties as
from time to time may be assigned to him by the board of directors.
Section 13. Bond. If required by the board of directors, the
treasurer and any assistant treasurer shall give the corporation a bond (which
shall be renewed every six years) in such sum and with such surety or sureties
as shall be satisfactory to the board for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 14. The Chairman of the Board. The Chairman of the
Board shall be the chief executive officer of the corporation and shall preside
at all meetings of shareholders and the Board of Directors. Except where, by
law, signature of the President is required, the Chairman of the Board shall
possess
-18-
19
the same power as the President to sign all certificates, contracts, deeds,
mortgages, bonds and other instruments of the corporation which may be
authorized by the Board of Directors.
(Added January 11, 1971)
Section 15. Corporate Controller. The Corporate Controller
shall perform the basic function of directing the establishment of accounting
principles, practices and procedures; and, maintaining all accounting records
and being responsible for the development, analysis, and interpretation of
statistical and accounting information to appraise operating results in terms
of costs, budgets, policies of operations, trends and increased profit
possibilities.
(Added March 9, 1976)
ARTICLE VII
Certificates of Stock and Their Transfer
Section 1. Certificates. The certificates of stock of the
corporation shall be numbered and shall be entered in the books of the
corporation as they are issued. They shall (a) exhibit the holder's name and
number of shares, (b) be signed by the president or a vice-president and the
treasurer or an assistant treasurer or the secretary or an assistant secretary,
(c) be sealed with the seal of the corporation, which may be facsimile. If any
stock certificate is signed (1) by a transfer
-19-
20
agent or an assistant transfer agent or (2) by a transfer clerk acting on
behalf of the corporation and a registrar, the signature of any such president,
vice-president, treasurer, assistant treasurer, secretary or assistant
secretary may be facsimile.
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 legal
representative, to advertise the same in such manner as it shall require and/or
give the corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
Section 3. Transfers of Stock. Upon surrender to the corporation
or the transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper
-20-
21
evidence of successions, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Section 4. Registered Stockholders. 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, accordingly, shall not be bound to recognize any
equitable or other claims 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 VIII
GENERAL PROVISIONS
Section 1. Dividends. The board of directors may from time to
time declare, and the corporation may pay, dividends on its outstanding shares
in the manner and upon the terms and conditions provided by law and its
articles of incorporation.
Section 2. Reserves. Before payment of any dividend, there may
be set aside out of any funds of the corporation available for dividends such
sum or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation,
-21-
22
or for such other purpose as the directors shall think conducive to the
interest of the corporation, and the directors may modify or abolish any such
reserve in the manner in which it was created.
Section 3. Contracts. The board of directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation and such
authority may be general or confined to specific instances.
Section 4. Loans. No loans shall be contracted on the behalf of
the corporation and no evidence of indebtedness shall be issued in its name
unless authorized by a resolution of the board of directors. Such authority
may be general or confined to specific instances. No loans shall be made by
the corporation to any director or officer or secured by its shares.
Section 5. Checks, Drafts, Etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as shall from
time to time be determined by resolution of the board of directors.
Section 6. Deposits. All funds of the corporation not
-22-
23
otherwise employed shall be deposited from time to time to the credit of the
corporation in such banks, trust companies or other depositories as the board
of directors may select.
Section 7. Fiscal Year. The fiscal year of the corporation,
unless otherwise provided by resolution of the board of directors, shall begin
on the first day of January in each year and end on the 31st day of December in
each year.
Section 8. Seal. The board of directors shall provide a
corporate seal which shall be in the form of a circle and shall have inscribed
thereon the name of the corporation and the words, "Corporate Seal, Delaware".
Said seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
Section 9. Certificate of Incorporation. The term "certificate
of incorporation" as used in these by-laws shall have the same meaning as said
term is given by Section 102(c) of the Delaware Corporation Law, and shall
include any agreement of consolidation or merger filed pursuant to said law.
ARTICLE IX
AMENDMENT
Section 1. How Amended. These by-laws may be altered, amended or
repealed and new by-laws may be adopted at any meeting
-23-
24
of the board of directors of the corporation by a majority vote of the
directors present at the meeting.
-24-
25
* * * * * *
GENERAL BINDING CORPORATION
BY-LAWS AMENDMENT
SECTION 14
AMENDMENT TO ARTICLE VI
September 27, 1978
Section 14. The Chairman of the Board. The Chairman of the
Board shall preside at all meetings of shareholders and the Board of Directors.
Except where, by law, signature of the President is required, the Chairman of
the Board shall possess the same power as the President to sign all
certificates, contracts, deeds, mortgages, bonds and other instruments of the
corporation which may be authorized by the Board of Directors.
* * * * * *
GENERAL BINDING CORPORATION
BY-LAWS AMENDMENT
Effective May 5, 1998
Article III, Section 2 is amended to read:
Section 2. Number, Tenure and Qualifications. The number of Directors,
which shall constitute the whole Board, shall not be more than twelve.
The number may be increased or diminished from time to time by amendment
of these By-Laws, but shall not be diminished to less than three.
Directors need not be stockholders of the Corporation or residents of
Delaware. Each Director shall hold office until the next annual meeting
of the stockholders or until his successor shall have been elected and
qualified.
-25-