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EXHIBIT 3.4
BY LAWS
OF
BAKER SCHOOL SPECIALTY CO., INC.
ARTICLE I
NAME AND PURPOSE
The name, location of principal office and purposes of the
corporation shall be as set forth in the Agreement of Association and these By-
Laws, the powers of the corporation and of its directors and stockholders and
all matters pertaining to the conduct and regulations of the business of the
corporation shall be subject to such provisions in regard thereto, if any, as
are set forth in the Agreement of Association and the By-Laws.
` All reference herein to the Agreement of Association shall be
construed to mean the Agreement of Association of the corporation as from time
to time amended.
ARTICLE II
MEETINGS
Sec. 1. The annual meeting of the stockholders shall be held at
the principal office of the corporation on the second Monday of February.
Sec. 2. The Clerk shall send notice of such meeting to each
stockholder either by mail, postage prepaid, or by leaving such notice at his
last known residence or place of business at least seven days prior to the date
of such meeting. In case of the absence of the Clerk,
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for any cause, or in case the Clerk, for any cause, at any time or times shall
refuse or neglect to send any such notices, the same may be sent by any member
of the organization.
Sec. 3. Special meetings of the stockholders may be called by the
President, or by a majority of the directors, and shall be called by the Clerk
upon the written application of one or more stockholders who are entitled to
vote and who hold at least one-tenth part in interest of the outstanding
capital stock, stating the time, place, hour and purpose of the meeting.
Sec. 4. Notice of the time, place and purpose of any regular or
special meeting of the stockholders shall not be required if every stockholder,
or his attorney thereunto authorized by writing, which is filed with the
records of the meetings, waives such notice.
Sec. 5. Two-thirds of all stock issued and outstanding and
entitled to vote shall constitute a quorum for the transaction of any business.
Though less than a quorum be present, any meeting, annual or special, may
without further notice, be adjourned to a subsequent date or until a quorum be
had.
Sec. 6. Stockholders who are entitled to vote shall have one vote
for each share owned by them respectively. Stockholders may vote either in
person or by proxy. No proxy which is dated more than six months before the
meeting named
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therein shall be accepted and no such proxy shall be valid after the final
adjournment of such meeting.
ARTICLE III
OFFICERS
Sec. 1. The officers of the corporation shall be a Board of three
directors, a President, Treasurer and Clerk, and such other officers as the
Board of Directors may from time to time determine. The President may also
hold the office of Treasurer.
Sec. 2. The Board of Directors shall be elected by the
stockholders at the annual meeting. Directors may or may not be stockholders.
The President shall be elected by the Board of Directors at the first meeting
thereof following the annual meeting.
Sec. 3. All officers shall hold office for one year or until
their successors are chosen and qualified.
Sec. 4. Vacancies in any office shall be filled by the Board of
Directors. Vacancies in the Board of Directors shall be filled at a special
meeting of the stockholders to be called for that purpose.
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ARTICLE IV
BOARD OF DIRECTORS
Sec. 1. The Board of Directors shall meet as often as the needs
of the corporation may require. They may fix the time and manner of giving
notice of the meeting and may determine the form and contents of the notice to
be given. Any meeting of the Board of Directors shall be a legal meeting if
each director, by a writing which is filed with the records of the meetings,
waives such notice. Unless otherwise specified in the notice, any and all
business may be transacted at any meeting of the Board.
Sec. 2. Two Directors shall constitute a quorum. Though less
than a quorum be present, any meeting may, without further notice, be adjourned
to a subsequent date or until a quorum be had.
Sec. 3. The Directors shall have all the powers usually vested in
a Board of Directors of a business corporation. They shall have the general
direction, control and management of the property and business of the
corporation. They shall have the authority to issue the whole or any part of
the unissued balance of the authorized Capital Stock, shall have full power to
purchase and to lease, pledge and sell, all such personal property, make
promissory notes, and to make all such contracts, and agreements in behalf of
the corporation as they may deem needful or convenient for the successful
prosecution of its
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business and operations. They shall employ and at their pleasure remove all
such persons and agents as they may deem necessary or proper for conducting the
business of the corporation, and shall determine the compensation and the
duties (in addition to those fixed by the By-Laws) of all the officers, agents,
clerks and servants of the corporation and generally, do all such lawful acts
and adopt all such lawful measures, consistent with the By-Laws of the
corporation, as they shall deem best calculated to promote to the fullest
extent the interest of the stockholders.
ARTICLE V
PRESIDENT AND VICE-PRESIDENT
Sec. 1. The President shall have the powers and duties usual to
his office subject to the provisions of these By-Laws and subject to the
direction of the Board of Directors.
Sec. 2. In the absence of the president, the vice-president, if
any, shall exercise all the powers of the president while such absence
continues; and, in the absence of both the president and vice-president, the
senior director in age shall exercise all the powers of the president or vice-
president while such absence continues.
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ARTICLE VI
TREASURER
Sec. 1. The Treasurer shall have the powers and duties usual to
his office and also powers concurrent with the President, subject to such
conditions and restrictions as may be made by the directors and to any
provisions contained elsewhere in these By-Laws concerning his powers and
duties. He shall give a bond, if required by the Directors, in such sum and
with such sureties as they may require, for the faithful performance of his
duties. He shall keep accurate books of account which shall always be open to
inspection by the Directors at his office during business hours, and he shall
render to them at the annual meetings of the Board, or whenever the Directors
may require, a brief statement of the financial condition of the corporation
and he shall also present to the stockholders at their annual meeting a report
giving the receipts and disbursements of the preceding fiscal year and the then
financial condition of the corporation. All checks, notes, drafts or bills of
exchange shall not be valid unless endorsed by the President, Treasurer or
Clerk.
Sec. 2. The Treasurer, in his capacity, shall have the power to
execute and deliver on behalf of the corporation all such instruments under its
corporate seal as may be ordered by the stockholders or directors unless their
execution and delivery is otherwise provided by vote or by these By-Laws, and
affix the
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corporate seal to all certificates of stock issued by the corporation, and
shall perform such other duties as the Directors may from time to time require.
ARTICLE VII
CLERK
Sec. 1. The Clerk shall be sworn each year to the faithful
discharge of his duties and a record of the oath with the evidence thereof
shall be made on the records of the corporation. He shall attend the meetings
of the stockholders and of the Directors and shall record the proceedings
thereof. He shall notify the stockholders and directors of their respective
meetings in accordance with the By-Laws of the corporation, and shall perform
such other duties as the Board of Directors from time to time may prescribe.
Sec. 2. In the absence of the Clerk at a meeting, a Clerk pro
tempore may be chosen, who shall be duly sworn.
ARTICLE VIII
FISCAL YEAR
Sec. 1. The fiscal year of the corporation shall commence January
first and terminate December thirty-first.
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ARTICLE IX
AMENDMENTS
Sec. l. These By-Laws may be amended at any meeting of the
stockholders in any manner by the concurring vote of the holders of 66 2/3
percent of the shares of stock issued and outstanding provided, however, that
no such action shall be taken at any meeting, annual or special, unless notice
of the proposed amendment or amendments is contained in the notice and call of
the meeting, unless such action is taken at a meeting when all of the
stockholders are present.
ARTICLE X
STOCK AND STOCK CERTIFICATES
Sec. 1. Each stockholder shall be entitled to a certificate of
stock showing the number of shares of which he is the owner, which certificates
shall be signed by the President and by the Treasurer of the corporation, and
shall be sealed with the corporate seal.
Sec. 2. In case of the loss or destruction of a certificate,
another may be issued in its place upon proof of such loss or destruction and
the giving of a bond of indemnity or other security satisfactory to the Board
of Directors but not to exceed double the market value of the stock.
Sec. 3. The stock transfer books may be closed for meetings of
stockholders and for the payment of dividends during
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such periods as from time to time may be fixed by the Board of Directors.
During such periods, no stock shall be transferable.
Sec. 4. Any stockholder, including the heirs, assigns, executors,
or administrators of a deceased stockholder, desiring to sell or transfer such
stock owned by him or them, shall first offer it to the corporation through the
Board of Directors, in the following manner:
He shall notify the Directors of his desire to sell or transfer
by notice in writing, which notice shall contain the price at which he is
willing to sell or transfer and the name of one arbitrator. The Directors
shall within thirty days thereafter either accept the offer, or by notice to
him in writing name a second arbitrator, and these two shall name a third. It
shall then be the duty of the arbitrators to ascertain the value of the stock,
and if any arbitrator shall neglect or refuse to appear at any meeting
appointed by the arbitrators, a majority may act in the absence of such
arbitrator.
After the acceptance of the offer, or the report of the
arbitrators an to the value of the stock, the Directors shall have thirty days
within which to purchase the same at such valuation, but if at the expiration
of thirty days the corporation shall not have exercised the right so to
purchase, the owner of the stock shall be at liberty to dispose of the same in
any manner he may see fit.
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No shares of stock shall be sold or transferred on the books of
the corporation until these provisions have been complied with, but the Board
of Directors may in any particular instance waive the requirement.
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