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EXHIBIT 3.6
BY - LAWS
OF
GBC BUSINESS EQUIPMENT, INC.
(A Florida Corporation)
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ARTICLE I
SHAREHOLDERS
1. SHARE CERTIFICATES. The shares of the corporation shall be
represented by certificates which shall set forth thereon the statements
prescribed by Sections 607.044, 607.067, and 607.107 of the Florida General
Corporation Act ("General Corporation Act") and by any other applicable
provision of law, and which shall be signed by the President or a Vice President
and the Secretary or an Assistant Secretary of the corporation and may be sealed
with the seal of the corporation or a facsimile thereof. The signatures of the
President or a Vice President and the Secretary or an Assistant Secretary upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar, other than the corporation itself or an
employee of the corporation. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issuance.
No certificate shall be issued for any share until such share
is fully paid.
2. FRACTIONAL SHARE INTERESTS OR SCRIP. The corporation may,
when necessary or desirable in order to effect share transfers, share
distributions or reclassifications, mergers, consolidations or reorganizations,
issue a fraction of a share, make arrangements or provide reasonable opportunity
for any person entitled to a fractional interest in a share to sell such
fractional interest or to purchase such additional fractional interests as may
be necessary to acquire a full share, pay in cash the fair value of fractions of
a share as of the time when those entitled to receive such fractions are
determined, or issue scrip in registered or bearer form, over the manual or
facsimile signature of an officer of the corporation or its agent, which shall
entitle the holder to receive a certificate for a full share upon the surrender
of such scrip aggregating a full share. A certificate for a fractional share
shall, but scrip shall not unless otherwise provided therein, entitle the holder
to exercise voting rights, to receive dividends thereon and to participate in
any of the assets of the corporation in the event of liquidation.
The Board of Directors may cause scrip to be issued subject to the
condition that it shall become void if not exchanged for certificates
representing full shares before a specified date, or subject to the condition
that the shares for which scrip is exchangeable may be sold by the corporation
and the proceeds thereof distributed to the holders of scrip, or subject to any
other conditions which the Board of Directors may deem advisable. Such
conditions shall be stated or fairly summarized on the face of the certificate.
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3. SHARE TRANSFERS. Upon compliance with any provisions
restricting the transferability of shares that may be set forth in the Articles
of Incorporation, these By-Laws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation, or with a transfer agent or a registrar and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon, if any. Except as may be otherwise provided by law, the
person in whose name shares stand on the books of the corporation shall be
deemed the owner thereof for all purposes as regards the corporation; provided
that whenever any transfer of shares shall be made for collateral security, and
not absolutely, such fact, if known to the Secretary of the corporation, shall
be so expressed in the entry of transfer.
4. RECORD DATE FOR SHAREHOLDERS. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
purpose, the Board of Directors of the corporation may provide that the stock
transfer books shall be closed for a stated period but not to exceed, in any
case, sixty days. If the stock transfer books shall be closed for the purpose of
determining the shareholders entitled to notice of or to vote at a meeting of
shareholders, such books shall be closed for at least ten days immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than sixty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, entitled to notice or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for the determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, the determination shall apply to any adjournment
thereof, unless the Board of Directors fixes a new record date under this
section for the adjourned meeting.
5. MEANING OF CERTAIN TERMS. As used herein in respect of the
right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to consent or dissent in writing in lieu of a
meeting, as the case may be, the term "share" or "shares" or "shareholder" or
"shareholders" refers to an outstanding share or shares and to a holder or
holders of record of outstanding shares when the corporation is authorized to
issue only one class of shares, and said reference is also intended to include
any outstanding share or shares and any holder or holders of record of
outstanding shares of any class upon which or upon whom the Articles of
Incorporation confer such rights where there are two or more classes or series
of shares or upon which or upon whom the General Corporation Act confers such
rights
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notwithstanding that the Articles of Incorporation may provide for more than one
class or series of shares, one or more of which are limited or denied such
rights thereunder.
6. SHAREHOLDER MEETING.
- TIME. The annual meeting shall be held on the second Tuesday
in the month of May at 5:00 o'clock P.M., or on such other date as may from time
to time be fixed by the directors. A special meeting shall be held on the date
fixed from time to time by the directors except when the General Corporation Act
confers the right to call a special meeting upon the shareholders.
- PLACE. Annual meetings and special meetings shall be held at
One GBC Plaza, in Northbrook, Illinois 60062 or at such place within or without
the State of Florida as shall be stated in the notice of any such meeting.
- CALL. Annual meetings may be called by the directors or the
President or the Secretary or by any officer instructed by the directors or the
President to call the meeting. Special meetings may be called in like manner or
by the holders of at least one-tenth of the shares.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE.
Written notice stating the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered not less than ten days (or not less than any such other minimum
period of days as may be prescribed by the General Corporation Act) nor more
than sixty days before the date of the meeting, either personally or by first
class mail, by or at the direction of the President, the Secretary, or the
officer or persons calling the meeting to each shareholder. The notice of any
annual or special meeting shall also include, or be accompanied by, any
additional statements, information, or documents prescribed by the General
Corporation Act. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid. When a meeting is adjourned to another time or place, it shall
not be necessary to give any notice of the adjourned meeting if the time and
place to which the meeting is adjourned are announced at the meeting at which
the adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
If, however, the Board of Directors shall fix a new record date for the
adjourned meeting, notice of the adjourned meeting shall be given each
shareholder of record on the new record date. Whenever any notice is required to
be given to any shareholder, a waiver thereof in writing signed by him, whether
before or after the time stated therein, shall be the equivalent to the giving
of such notice. Attendance of a shareholder at a meeting shall constitute a
waiver of notice of the meeting, except where the shareholder attends the
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened.
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- VOTING LIST. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number and class and series, if any, of shares held by, each. Such list,
for a period of ten days prior to such meeting, shall be kept on file at the
registered office of the corporation in the State of Florida, at the principal
place of business of the corporation or at the office of the transfer agent or
registrar of the corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder at any time during the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
- CONDUCT OF MEETING. Meetings of the shareholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, a Vice President, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if neither the
Secretary nor an Assistant Secretary is present, the Chairman of the meeting
shall appoint a secretary of the meeting.
- PROXY REPRESENTATION. Every shareholder or his duly
authorized attorney-in-fact may authorize another person or persons to act for
him by proxy in all matters in which a shareholder is entitled to participate,
whether for the purposes of determining his presence at a meeting, or whether by
waiving notice of any meeting, voting or participating at a meeting, or
expressing consent or dissent without a meeting, or otherwise. Every proxy shall
be signed by the shareholder or by his duly authorized attorney-in-fact, and
filed with the Secretary of the corporation. No proxy shall be valid after
eleven months from the date thereof, unless otherwise provided in the proxy.
Except as may otherwise be provided by the General Corporation Act, any proxy
may be revoked.
- QUORUM. A majority of the shares shall constitute a quorum.
- VOTING. Except as the General Corporation Act, the Articles
of Incorporation, or these By-Laws shall otherwise provide, the affirmative vote
of the majority of the shares represented at the meeting, a quorum being
present, shall be the act of the shareholders. After a quorum has been
established at a shareholders' meeting, the subsequent withdrawal of
shareholders, so as to reduce the number of shareholders at the meeting below
the number required for a quorum, shall not affect the validity of any action
taken at the meeting or any adjournment thereof.
7. WRITTEN ACTION. Any action required to be taken or which
may be taken at a meeting of the shareholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by all of
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the shareholders and shall be filed with the Secretary of the corporation. Less
than all shareholders may act in like manner upon compliance with the provisions
of Section 607.394 of the General Corporation Act.
ARTICLE II
BOARD OF DIRECTORS
1. FUNCTIONS GENERALLY -- COMPENSATION. All corporate powers
shall be exercised by or under the authority of, and the business and affairs of
the corporation shall be managed under the direction of its Board of Directors.
The Board may fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural
person of full age. A director need not be a shareholder, a citizen of the
United States, or a resident of the State of Florida. The initial Board of
Directors shall consist of three persons, which is the number of directors fixed
in the Articles of Incorporation, and which shall be the fixed number of
directors until changed. The number of directors may be increased or decreased
by an amendment of these By-Laws or by the directors or shareholders, but no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director. The number of directors shall never be less than one.
The full Board of Directors shall consist of the number of directors fixed
herein.
3. ELECTION AND TERM. The initial Board of Directors shall
consist of the directors named in the Articles of Incorporation, each of whom
shall hold office until the first annual meeting of shareholders and until his
successor has been elected and qualified or until his earlier resignation,
removal from office or death. Thereafter, each director who is elected at an
annual meeting of shareholders, and any director who is elected in the interim
to fill a vacancy or a newly created directorship, shall hold office until the
next succeeding annual meeting of shareholders and until his successor has been
elected and qualified or until his earlier resignation, removal from office or
death. In the interim between annual meetings of shareholders or of special
meetings of shareholders called for the election of directors, any vacancies in
the Board of Directors, including vacancies created by reason of an increase n
the number of directors, and including vacancies resulting from the removal of
directors by the shareholders which have not been filled by said shareholders,
may be filled by the affirmative vote of a majority of the remaining directors,
although less than a quorum exists.
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4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall
fix, except that the first meeting of a newly elected Board shall be held as
soon after its election as the directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or
without the State of Florida as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called by the
Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the
President, or by any two directors.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice or waiver of notice of any meetings need not
specify the business to be transacted or the purpose of the meeting. Any
requirement of furnishing a notice shall be waived by the director who signs a
waiver of notice before or after the meeting. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting and a waiver of any
and all objections to the place of the meeting, the time of the meeting, or the
manner in which it has been called or convened, except when a director states,
at the beginning of the meeting, any objection to the transaction of business
because the meeting is not lawfully called or convened.
- QUORUM AND ACTION. A majority of the full Board of Directors
shall constitute a quorum except as may be otherwise provided in the Articles of
Incorporation. Except as herein otherwise provided, and except as may be
otherwise provided by the General Corporation Act or the Articles of
Incorporation, the act of the Board shall be the act of a majority of the
directors present at a meeting at which a quorum is present.
Members of the Board of Directors may participate in a meeting
of said Board by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other at the same time, and participation by such means shall be deemed to
constitute presence in person at a meeting.
A majority of the directors present, whether or not a quorum
exists, may adjourn any meeting of the Board of Directors to another time and
place. Notice of any such adjourned meeting shall be given to the directors who
were not present at the time of the adjourning and, unless the time and place of
the adjourned meeting are announced at the time of the adjournment, to the other
directors.
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- CHAIRMAN OF THE MEETING. Meetings of the Board of Directors
shall be presided over by the following directors in the order of seniority and
if present and acting - the Chairman of the Board, if any, the Vice-Chairman of
the Board, if any, the President, or any other director chosen by the Board.
5. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, the entire Board of Directors or any individual
director may be removed from office with or without cause by the vote of the
shareholders holding at least a majority of the shares. In case the entire Board
or any one or more directors be so removed, new directors may be elected at the
same meeting.
6. COMMITTEES. Whenever the number of directors shall consist
of three or more, the Board of Directors, may, by resolution adopted by a
majority of the full Board, designate from among its members an Executive
Committee and one or more other committees, each of which, to the extent
provided in the resolution, shall have and may exercise all of the authority of
the Board of Directors except such authority as may not be delegated under the
General Corporation Act.
7. WRITTEN ACTION. Any action required to be taken at a
meeting of directors, or any action which may be taken at a meeting of directors
or of a committee thereof, if any, may be taken without a meeting if a consent
in writing, setting forth the action so to be taken, shall be signed by all of
the directors or all of the members of the committee, as the case may be.
ARTICLE III
OFFICERS
The corporation shall have a President, a Secretary, and a
Treasurer, each of whom shall be elected by the directors from time to time, and
may have one or more Vice Presidents and such other officers and assistant
officers and agents as may be deemed necessary, each or any of whom may be
elected or appointed by the directors or may be chosen in such manner as the
directors shall determine. Any two or more offices may be held by the same
person.
Unless otherwise provided in the resolution of election or
appointment, each officer shall hold office until the meeting of the Board of
Directors following the next annual meeting of shareholders and until his
successor has been elected and qualified.
The officers and agents of the corporation shall have the
authority and perform the duties in the management of the corporation as
determined by the resolution electing or appointing them, as the case may be.
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The Board of Directors may remove any officer or agent
whenever in its judgment the best interests of the corporation will be served
thereby.
ARTICLE IV
REGISTERED OFFICE AND AGENT - SHAREHOLDERS RECORD
The address of the registered office of the corporation is 300
East Park Avenue, c/o The Prentice-Hall Corporation System, Inc., City of
Tallahassee 32301, County of Leon; and the name of the registered agent of the
corporation is The Prentice-Hall Corporation System, Inc. whose address is the
same as that of the registered office.
The corporation shall keep at its registered office in the
State of Florida or at its principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders, giving the names and
addresses of all shareholders and the number, class and series, if any, of the
shares held by each shareholder and shall keep on file at said registered office
the voting list of shareholders for a period of at least ten days prior to any
meeting of shareholders.
ARTICLE V
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of
the corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall
be subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BY-LAWS
The Board of Directors shall have power to adopt, alter, amend
or repeal the By-Laws. Any provisions of the classification of directors for
staggered terms shall be authorized by the Articles of Incorporation or by
specific provisions of a By-Law adopted by the shareholders. By-Laws adopted by
the Board of Directors or by the shareholders may be repealed or changed and new
By-Laws may be adopted by the shareholders. The shareholders may prescribe in
any
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By-Law made by them that such By-law shall not be altered, amended or repealed
by the Board of Directors.
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