EXHIBIT 3.6
BY-LAWS
OF
CON-MED SUPPLY COMPANY, INC.
---------------------------
C O N T E N T S
---------------
Page Number
-----------
ARTICLE I - OFFICES 1
- -------------------
ARTICLE II - SHAREHOLDERS
- -------------------------
Section 2.1. Annual Meeting 1
Section 2.2. Special Meetings 1
Section 2.3. Place of Meeting 1
Section 2.4. Notice of Meetings 1
Section 2.5. Fixing of Record Date 2
Section 2.6. Voting Lists 2
Section 2.7. Quorom 2
Section 2.8. Proxies 3
Section 2.9. Voting of Shares 3
Section 2.10. Voting of Shares by Certain Holders 3
Section 2.11. Cumulative Voting 4
Section 2.12. Inspectors 4
Section 2.13. Informal Action by Shareholders 4
Section 2.14. Voting by Ballot 5
ARTICLE III - DIRECTORS
- -----------------------
Section 3.1. General Powers 5
Section 3.2. Number, Tenure and Qualifications 5
Section 3.3. Regular Meetings 5
Section 3.4. Special Meetings 5
Section 3.5. Notice 5
Section 3.6. Quorum 6
Section 3.7. Manner of Acting 6
Section 3.8. Vacancies 6
Section 3.9. Action Without a Meeting 6
Section 3.10. Compensation 6
Section 3.11. Presumption of Assent 6
Section 3.12. Attendance by Conference Telephone 7
ARTICLE IV - EXECUTIVE COMMITTEE
- --------------------------------
Section 4.1. Appointment 7
Section 4.2. Powers 7
Section 4.3. Tenure and Qualifications 8
Section 4.4. Meetings 8
Section 4.5. Quorum 8
Section 4.6. Vacancies 8
Section 4.7. Resignations and Removal 8
Section 4.8. Procedure 8
(i)
C O N T E N T S
---------------
(continued)
Page Number
-----------
ARTICLE V - OFFICERS
- --------------------
Section 5.1. Number 9
Section 5.2. Election and Term of Office 9
Section 5.3. Removal 9
Section 5.4. President 9
Section 5.5. The Vice-Presidents 10
Section 5.6. The Treasurer 10
Section 5.7. The Secretary 10
Section 5.8. Assistant Treasurers and Assistant Secretaries 11
Section 5.9. Salaries 11
ARTICLE VI - INDEMNIFICATION
- ----------------------------
Section 6.1. Indemnification of Directors and Officers 11
Section 6.2. Contract With the Corporation 12
Section 6.3. Indemnification of Employees and Agents 12
Section 6.4. Other Rights of Indemnification 12
Section 6.5. Liability Insurance 12
Section 6.6. Constituent Corporations 12
ARTICLE VII - CONTRACTS, LOANS, CHECKS AND DEPOSITS
- ---------------------------------------------------
Section 7.1. Contracts 13
Section 7.2. Loans 13
Section 7.3. Checks, Drafts, Etc. 13
Section 7.4. Deposits 13
ARTICLE VIII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
- ---------------------------------------------------------
Section 8.1. Certificates for Shares 13
Section 8.2. Lost Certificates 14
Section 8.3. Transfers of Shares 14
ARTICLE IX - FISCAL YEAR 14
- ------------------------
ARTICLE X - DIVIDENDS 14
- ---------------------
ARTICLE XI - SEAL 15
- -----------------
ARTICLE XII - WAIVER OF NOTICE 15
- ------------------------------
ARTICLE XIII - AMENDMENTS 15
- -------------------------
(ii)
BY-LAWS
-------
ARTICLE I
---------
OFFICES
-------
The corporation shall continuously maintain in the State of Illinois a
registered office and a registered agent whose office is identical with such
registered office, and may have other offices within or without the state.
ARTICLE II
----------
SHAREHOLDERS
------------
Section 2.1. Annual Meeting. An annual meeting of the shareholders shall
----------- --------------
be held on the second Monday in the month of August of each year for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday, such meeting shall be held on the next succeeding business day.
Section 2.2. Special Meetings. Special meetings of the shareholders may
----------- ----------------
be called either by the president, by the board of directors or by the holders
of not less than one-fifth of all the outstanding shares of the corporation,
for the purpose or purposes stated in the call of the meeting.
Section 2.3. Place of Meeting. The board of directors may designate any
----------- ----------------
place, either within or without the State of Illinois, as the place of meeting
for any annual meeting or for any special meeting called by the board of
directors. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be at the registered office of the
corporation.
Section 2.4. Notice of Meetings. Written notice stating the place, date,
----------- ------------------
and hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than forty days before the date of the meeting, or in the case of a
merger or consolidation not less than twenty nor more than forty days before the
meeting, either personally or by mail, by or at the direction of the president,
or the secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. 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 records of the
corporation, with postage thereon prepaid. 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.
Section 2.5. Fixing of Record Date. For the purpose of determining the
----------- ---------------------
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or to receive payment of any dividend or other distribution
or allotment of any rights, or to exercise any rights in respect of any change,
conversion or exchange of shares, or for the purpose of determining shareholders
for any other lawful reason, the board of directors of the corporation may fix
in advance a record date which shall not be more than sixty days and, for a
meeting of shareholders, not less than ten days, or in the case of a merger or
consolidation not less than twenty days, before the date of such meeting. If no
record date is fixed, the record date for the determination of shareholders
shall be the date on which notice of the meeting is mailed, and the record date
for the determination of shareholders for any other purpose shall be the date on
which the board of directors adopts the resolution relating thereto. A
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders shall apply to any adjournment of the meeting.
Section 2.6. Voting Lists. The officer or agent having charge of the
----------- ------------
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, arranged in alphabetical order, showing the
address of and the number of shares registered in the name of the shareholder,
which list, for a period of ten days prior to such meeting, such be kept on file
at the registered office of the corporation and shall be open to inspection by
any shareholder for any purpose germane to the meeting, 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 may be inspected by any shareholder during the whole
time of the meeting. The original share ledger or transfer book, or a duplicate
thereof kept in this State, shall be prima facie evidence as to who are the
shareholders entitled to examine such list or share ledger or transfer book or
to vote at any meeting of shareholders.
Section 2.7. Quorum. The holders of a majority of the outstanding shares
----------- ------
of the corporation, present in person or represented by proxy, shall constitute
a quorum at any meeting of shareholders; provided that if less than a majority
of the outstanding shares are represented at said meeting, a majority of the
shares so represented may adjourn the meeting at any time without further
notice. If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is
-2-
required by The Business Corporation Act, the articles of incorporation or these
by-laws. At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the original
meeting. Withdrawal of shareholders from any meeting shall not cause failure of
a duly constituted quorum at that meeting.
Section 2.8. Proxies. Each shareholder entitled to vote at a meeting of
----------- -------
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
Section 2.9. Voting of Shares. Each outstanding share, regardless of
----------- ----------------
class, shall be entitled to one vote upon each matter submitted to vote at a
meeting of shareholders.
Section 2.10. Voting of Shares by Certain Holders. Shares standing in the
------------ -----------------------------------
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the board of directors of such corporation may
determine.
Shares standing in the name of a deceased person, a minor ward or an
incompetent person, may be voted by his administrator, executor, court appointed
guardian, or conservator, either in person or by proxy without a transfer of
such shares into the name of such administrator, executor, court appointed
guardian or conservator. Shares standing in the name of a trustee may be voted
by him, either in person or by proxy.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Any number of shareholders may create a voting trust for the purpose of
conferring upon a trustee or trustees the right to vote or otherwise represent
their shares, for a period not to exceed ten years, by entering into a written
voting trust agreement specifying the terms and conditions of the voting trust,
and by transferring the terms and conditions of the voting trust, and by
transferring their shares to such trustee or trustees for the purpose of this
agreement. Any such trust agreement shall not become effective until a
counterpart of the agreement is deposited with the
-3-
corporation at its registered office. The counterpart of the voting trust
agreement so deposited with the corporation shall be subject to the same right
of examination by a shareholder of the corporation, in person or by agent or
attorney, as are the books and records of the corporation, and shall be subject
to examination by any holder of a beneficial interest in the voting trust,
either in person or by agent or attorney, at any reasonable time for any proper
purpose.
Shares of its own stock belonging to this corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
Section 2.11. Cumulative Voting. In all elections for directors, every
------------ -----------------
shareholder shall have the right to vote, in person or by proxy, the number of
shares owned by him, for as many persons as there are directors to be elected,
or to cumulate said shares, and give one candidate as many votes as the number
of directors multiplied by the number of shares shall equal, or the distribute
them on the same principle among as many candidates as he shall see fit.
Section 2.12. Inspectors. At any meeting of shareholders, the presiding
------------ ----------
officer may, or upon the request of any shareholder shall, appoint one or more
persons as inspectors for such meeting.
Such inspectors shall ascertain and report the number of shares
represented at the meeting, based upon their determination of the validity and
effect of proxies; count all votes and report the results; and do such other
acts as are proper to conduct the election and voting with impartiality and
fairness to all the shareholders.
Each report of an inspector shall be in writing and signed by him or by a
majority of them if there be more than one inspector acting at such meeting. If
there is more than one inspector, the report of a majority shall be the report
of the inspectors. The report of the inspector or inspectors on the number of
shares represented at the meeting and the results of the voting shall be prima
facie evidence thereof.
Section 2.13. Informal Action by Shareholders. Any action required to be
------------ -------------------------------
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
-4-
Section 2.14. Voting by Ballot. Voting on any question or in any election
------------ ----------------
may be by voice unless the presiding officer shall order or any shareholder
shall demand that voting be by ballot.
ARTICLE III
-----------
DIRECTORS
---------
Section 3.1. General Powers. The business of the corporation shall be
----------- --------------
managed by its board of directors.
Section 3.2. Number, Tenure and Qualifications. The number of directors
----------- ---------------------------------
of the corporation shall be four (4). Each director shall hold office until the
next annual meeting of shareholders or until his successor shall have been
elected and qualified. Directors need not be residents of Illinois or
shareholders of the corporation. The number of directors may be increased or
decreased from time to time by the amendment of this section, but no decrease
shall have the effect of shortening the term of any incumbent director.
Section 3.3. Regular Meetings. A regular meeting of the board of
----------- ----------------
directors shall be held without other notice than this by-law, immediately after
the annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than such resolution.
Section 3.4. Special Meetings. Special meetings of the board of directors
----------- ----------------
may be called by or at the request of the president or any two directors. The
person or persons authorize to call special meetings of the board of directors
may fix any place as the place for holding any special meeting of the board of
directors called by them.
Section 3.5. Notice. Written notice of any special meetings shall be
----------- ------
delivered to each director at his business address at least three days previous
to said meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegram company. The attendance of a 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
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
-5-
Section 3.6. Quorum. A majority of the number of directors fixed by these
----------- ------
by-laws shall constitute a quorum for transaction of business at any meeting of
the board of directors, provided that if less than a majority of such number of
directors are present at said meeting, a majority of the directors present may
adjourn the meeting at any time without further notice.
Section 3.7. Manner of Acting. The act of the majority of the directors
----------- ----------------
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless the act of a greater number is required by statute, these
by-laws, or the articles of incorporation.
Section 3.8. Vacancies. Any vacancy occurring in the board of directors
----------- ---------
arising by reason of an increase in the number of directors or otherwise, may be
filled by election at an annual meeting or a special meeting of shareholders
called for that purpose or as hereinafter provided, at any meeting of the board
of directors. If so provided in the articles of incorporation of this
corporation, a majority of the board of directors then in office may properly
fill one or more of such vacancies, provided however, that at no time may the
number of directors selected by the board of directors to fill such vacancies
exceed 33-1/3% of the total membership of the board of directors.
Section 3.9. Action Without a Meeting. Unless specifically prohibited by
---------- ------------------------
the articles of incorporation or the by-laws, any action required to be taken at
a meeting of the board of directors, or any other action which may be taken at a
meeting of the board of directors, or of any committee thereof; may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote with respect to the
subject matter thereof, or by all the members of such committee, as the case may
be. Any such consent signed by all the directors or all the members of the
committee shall have the same effect as a unanimous vote, and may be stated as
such in any document filed with the Secretary of State or with anyone else.
Section 3.10. Compensation. The board of directors, by the affirmative
------------ ------------
vote of a majority of directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers, or otherwise. By resolution of the board of directors the directors
may be paid their expenses, if any, of attendance at each meeting of the board.
No such payment previously mentioned in this section shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.
Section 3.11. 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
-6-
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 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.
Section 3.12. Attendance by Conference Telephone. Members of the board of
------------ ----------------------------------
directors or of any committees of the board of directors may participate in and
act at any meeting of such board or committee through the use of a conference
telephone or other communications equipment by means of which all persons
participating in the meeting can hear each other, provided that a majority of
such members consent in writing to the recording of such communications and
provided that such recording is in fact made and becomes a part of the official
corporate records. Participation in such a meeting shall constitute attendance
and presence in person at the meeting of the person or persons so participating
for all purposes including fulfilling the requirement of Sections 3.6 and 3.7
hereof.
ARTICLE IV
----------
EXECUTIVE COMMITTEE
-------------------
Section 4.1. Appointment. The board of directors by resolution adopted by
----------- -----------
a majority of the whole board may designate two or more directors to constitute
an Executive Committee. The designation of such committee and the delegation
thereto of authority shall not operate to relieve the board of directors or any
member thereof of any responsibility imposed upon it or him by law.
Section 4.2. Powers. The Executive Committee, when the board of directors
----------- ------
is not in session, shall have and exercise all of the authority of the board of
directors in the management of the corporation except to the extent, if any,
that such authority shall be limited by the resolution appointing the Executive
Committee and except also that the Executive Committee shall not have the
authority of the board of directors in reference to amending the articles of
incorporation, adopting a plan of merger or adopting a plan of consolidation
with another corporation or corporations, recommending to the shareholders the
sale, lease, exchange, mortgage, pledge or other disposition of all or
substantially all of the property and assets of the corporation if not made in
the usual and regular course of its business, recommending to the shareholders a
voluntary dissolution of the corporation or a revocation thereof, amending,
altering or repealing the by-laws of the corporation, electing or removing
officers of the corporation or members of the Executive Committee, fixing the
compensation of any member of the Executive
-7-
Committee, declaring dividends, or amending, altering or repealing any
resolution of the board of directors which by its terms and provides that it
shall not be amended, altered or repealed by the Executive Committee.
Section 4.3. Tenure and Qualifications. Each member of the Executive
----------- -------------------------
Committee shall hold office until the next regular annual meeting of the
directors following his designation and until his successor as a member of the
Executive Committee is elected and qualified. Members of the Executive Committee
must at all times be directors of the corporation.
Section 4.4. Meetings. Regular meetings of the Executive Committee may be
----------- --------
held without notice at such times and places as the Executive Committee may from
time to time by resolution fix. Special meetings of the Executive Committee may
be called by any member thereof upon not less than one day's notice stating the
place, date and hour of the meeting which notice may be written or oral and if
mailed, shall be deemed to be delivered when deposited in the United States mail
addressed to the member of the Executive Committee at his business address. Any
member of the Executive Committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in person. The
notice of a meeting of the Executive Committee need not state the business
proposed to be transacted at the meeting.
Section 4.5. Quorum. A majority of the members of the Executive Committee
----------- ------
shall constitute a quorum for the transaction of business at any meeting thereof
and action of the Executive Committee must be authorized by the affirmative vote
of a majority of the members present at a meeting at which a quorum is present.
Section 4.6. Vacancies. Any vacancy in the Executive Committee may be
----------- ---------
filled by a resolution adopted by a majority of the whole board of directors.
Section 4.7. Resignations and Removal. Any member of the Executive
----------- ------------------------
Committee may be removed at any time with or without cause by resolution adopted
by a majority of the whole board of directors. Any member of the Executive
Committee may resign from the Executive Committee at any time by giving written
notice to the president or secretary of the corporation, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 4.8. Procedure. The Executive Committee shall elect a presiding
----------- ---------
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these by-laws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information
only at the meeting thereof held next after the proceedings shall have been
taken.
-8-
ARTICLE V
---------
OFFICERS
--------
Section 5.1. Number. The officers of the corporation shall be a president,
----------- ------
one or more vice-presidents (the number thereof to be determined by the board of
directors), a treasurer, a secretary, and such assistant treasurers, assistant
secretaries or other officers as may be elected by the board of directors. Any
two or more offices may be held by the same person, except the offices of
president and secretary; provided, however, that if the number of directors
shall be one, the offices of president and secretary may be held by the same
person.
Section 5.2. Election and Term of Office. 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 annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently possible. Vacancies may be filled or new
offices created and filled at any meeting of the board of directors. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided. Election of an officer shall
not of itself create contract rights.
Section 5.3. Removal. Any officer elected or appointed by the board of
----------- -------
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 5.4. President. The president shall be the principal executive
----------- ---------
officer of the corporation. Subject to the direction and control of the board of
directors, he shall be in charge of the business of the corporation; he shall
see that the resolutions and directions of the board of directors are carried
into effect except in those instances in which that responsibility is
specifically assigned to some other person by the board of directors; and, in
general, he shall discharge all duties incident to the office of president and
such other duties as may be prescribed by the board of directors from time to
time. He shall preside at all meetings of the shareholders and of the board of
directors. Except in those instances in which the authority to execute is
expressly delegated to another officer or agent of the corporation or a
different mode of execution is expressly prescribed by the board of directors or
these by-laws, he may execute for the corporation certificates for its shares,
and any contracts, deeds, mortgages, bonds, or other instruments which the board
of directors has authorized to be executed, and he may accomplish such execution
either
-9-
under or without the seal of the corporation and either individually or with the
secretary, any assistant secretary, or any other officer thereunto authorized by
the board of directors, according to the requirements of the form of the
instrument. He may vote all securities which the corporation is entitled to vote
except as and to the extent such authority shall be vested in a different
officer or agent of the corporation by the board of directors.
Section 5.5. The Vice-Presidents. The vice-president (or in the event
----------- -------------------
there be more than one vice-president, each of the vice-presidents) shall assist
the president in the discharge of his duties as the president may direct and
shall perform such other duties as from time to time may be assigned to him by
the president or by the board of directors. In the absence of the president or
in the event of his inability or refusal to act, the vice-president (or in the
event there be more than one vice-president, the vice-presidents in the order
designated by the board of directors, or by the president if the board of
directors has not made such designation, or in the absence of any designation,
then in the order of seniority of tenure as vice-president) 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. Except in those instances in
which the authority to execute is expressly delegated to another officer or
agent of the corporation or a different mode of execution is expressly
prescribed by the board of directors or these by-laws, the vice-president (or
each of them if there are more than one) may execute for the corporation
certificates for its shares and any contracts, deeds, mortgages, bonds or other
instruments which the board of directors has authorized to be executed, and he
may accomplish such execution either under or without the seal of the
corporation and either individually or with the secretary, any assistant
secretary, or any other officer thereunto authorized by the board of directors,
according to the requirements of the form of the instrument.
Section 5.6. The Treasurer. The treasurer shall be the principal
----------- -------------
accounting and financial officer of the corporation. He shall: (a) have charge
of and be responsible for the maintenance of adequate books of account for the
corporation; (b) have charge and custody of all funds and securities of the
corporation, and be responsible therefor and for the receipt and disbursement
thereof; and (c) perform all the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the president
or by the board of directors. If required by the board of directors, the
treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such safety or sureties as the board of directors may determine.
Section 5.7. The Secretary. The secretary shall: (a) record the minutes
----------- -------------
of the shareholders' and of the board of directors' meetings in one or more
books provided for that purpose; (b) see
-10-
that all notices are duly given in accordance with the provisions of these
by-laws or as required by law; (c) be custodian of the corporate records and of
the seal of the corporation; (d) keep a register of the post-office address of
each shareholder which shall be furnished to the secretary by such shareholder;
(e) sign with the president, or a vice-president, or any other officer thereunto
authorized by the board of directors, certificates for shares of the
corporation, the issue of which shall have been authorized by the board of
directors, and any contracts, deeds, mortgages, bonds, or other instruments
which the board of directors has authorized to be executed, according to the
requirements of the form of the instrument, except when a different mode of
execution is expressly prescribed by the board of directors or these by-laws;
(f) have general charge of the stock transfer books of the corporation; (g)
perform all duties incident to the office of secretary and such other duties as
from time to time may be assigned to him by the president or by the board of
directors.
Section 5.8. Assistant Treasurers and Assistant Secretaries. The assistant
----------- ----------------------------------------------
treasures and assistant secretaries shall perform such duties as shall be
assigned to them by the treasurer or the secretary, respectively, or by the
president or the board of directors. The assistant secretaries may sign with the
president or a vice-president, or any other officer thereunto authorized by the
board of directors, certificates for shares of the corporation, the issue of
which shall have been authorized by the board of directors, and any contracts,
deeds, mortgages, bonds, or other instruments which the board of directors has
authorized to be executed, according to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the board of directors or these by-laws. The assistant treasurers shall
respectively, if required by the board of directors, give bonds for the faithful
discharge of their duties in such sums and with such sureties as the board of
directors shall determine.
Section 5.9. Salaries. The salaries 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.
ARTICLE VI
----------
INDEMNIFICATION
---------------
Section 6.1. Indemnification of Directors and Officers. The corporation
----------- -----------------------------------------
shall, to the fullest extent to which it is empowered to do so by The Business
Corporation Act of Illinois or any other applicable laws, as may from time to
time be in effect, indemnify any person who was or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
-11-
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer of the corporation, or is or was serving
at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding.
Section 6.2. Contract With The Corporation. The provisions of this
----------- -----------------------------
Article VI shall be deemed to be a contract between the corporation and each
director or officer who serves in any such capacity at any time while this
Article VI and the relevant provisions of The Business Corporation Act of
Illinois or other applicable law, if any, are in effect, and any repeal or
modification of any such law or of this Article VI shall not affect any rights
or obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or thereafter
brought or threatened based in whole or in part upon such state of facts.
Section 6.3. Indemnification of Employees and Agents. Persons who are not
----------- ---------------------------------------
covered by the foregoing provisions of this Article VI and who are or were
employees or agents of the corporation, or are or were serving at the request of
the corporation as employees or agents of another corporation, partnership,
joint venture, trust or other enterprise, may be indemnified to the extent
authorized at any time or from time to time by the board of directors.
Section 6.4. Other Rights of Indemnification. The indemnification
----------- -------------------------------
provided or permitted by this Article VI shall not be deemed exclusive of any
other rights to which those indemnified may be entitled by law or otherwise, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.
Section 6.5. Liability Insurance. The corporation shall have the power to
----------- -------------------
purchase and maintain insurance on behalf of any person who 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, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity or arising out of his status as such whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of this Article VI.
Section 6.6. Constituent Corporations. For purposes of this Article VI,
----------- ------------------------
references to "the corporation" shall exclude, in addition to the resulting
corporation, any constituent corporation
-12-
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee or agent of such
constituent corporation or is or was serving at the request of constituent
corporation as a director, officer, employee or agent of any corporation,
partnership, joint venture, trust or other enterprise, shall not stand in the
same position under the provisions of this Article VI with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
ARTICLE VII
-----------
CONTRACTS, LOANS, CHECKS AND DEPOSITS
-------------------------------------
Section 7.1. 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 7.2. Loans. No loans shall be contracted on behalf of the
----------- -----
corporation and no evidences 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.
Section 7.3. 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 7.4. Deposits. All funds of the corporation not otherwise
----------- --------
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositaries as the board of directors
may select.
ARTICLE VIII
------------
CERTIFICATES FOR SHARES
AND THEIR TRANSFER
-----------------------
Section 8.1. Certificates for Shares. Certificates representing shares of
----------- -----------------------
the corporation shall be signed by the president or vice-president or by such
officer as shall be designated by resolution of the board of directors and by
the secretary or an assistant
-13-
secretary, and shall be sealed with the seal or a facsimile of the seal of the
corporation. If both of the signatures of the officers be by facsimile, the
certificate shall be manually signed by or on behalf of a duly authorized
transfer agent or clerk. Each certificate representing shares shall be
consecutively numbered or otherwise identified, and shall also state the name of
the person to whom issued, the number and class of shares (with designation of
series, if any), the date of issue, the fact that the corporation is organized
under Illinois law, and the par value or a statement that the shares are without
par value. If the corporation is authorized and does issue shares of more than
one class or of a series within a class, the certificate shall also contain such
information or statement as may be required by law.
The name and address of each shareholder, the number and class of shares
held and the date on which the certificates for the shares were issued shall be
entered on the books of the corporation. 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.
Section 8.2. Lost Certificates. If a certificate representing shares has
----------- -----------------
allegedly been lost or destroyed the board of directors may in its discretion,
except as may be required by law, direct that a new certificate be issued upon
such indemnification and other reasonable requirements as it may impose.
Section 8.3. Transfers of Shares. Transfers of shares of the corporation
----------- -------------------
shall be recorded on the books of the corporation and except in the case of a
lost or destroyed certificate, on surrender for cancellation of the certificate
for such shares. A certificate presented for transfer must be duly endorsed and
accompanied by proper guaranty of signature and other appropriate assurances
that the endorsement is effective.
ARTICLE IX
----------
FISCAL YEAR
-----------
The fiscal year of the corporation shall be fixed by resolution of the
board of directors.
ARTICLE X
---------
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.
-14-
ARTICLE XI
----------
SEAL
----
The corporate seal shall have inscribed thereon the name of the corporation
and the words "Corporate Seal, Illinois". The seal may be used by causing it or
a facsimile thereof to be impressed or affixed or in any manner reproduced.
ARTICLE XII
-----------
WAIVER OF NOTICE
----------------
Whenever any notice is required to be given under the provisions of these
by-laws or under the provisions of the articles of incorporation or under the
provisions of The Business Corporation Act of the State of Illinois, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XIII
------------
AMENDMENTS
----------
The power to make, alter, amend, or repeal the by-laws of the corporation
shall be vested in the board of directors, unless reserved to the shareholders
by the articles of incorporation. The by-laws may contain any provisions for the
regulation and management of the affairs of the corporation not inconsistent
with law or the articles of incorporation.
-15-
CONSENT OF ALL OF THE DIRECTORS OF
CON-MED SUPPLY COMPANY, INC.
IN LIEU OF MEETING
----------------------------------
The undersigned, being all of the Directors of the above-captioned
corporation (the "Corporation"), do hereby authorize and consent in lieu of
meeting to the adoption of the following resolutions:
RESOLVED, that Sections 6.1, 6.2 and 6.3 of Article VI of the
Corporation's By-Laws are hereby amended in their entirety by substituting
the following Sections 6.1, 6.2 and 6.3:
"Section 6.1. INDEMNIFICATION. To the extent permitted by law, the Board
of Directors of the corporation may by resolution indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not by or in the right of the corporation) by reason
of the fact that such person is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had not reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 6.2. PROCEDURE. Any indemnification under Subsection (a) hereby
(unless ordered by a court) shall be made by the Board of Directors only upon a
determination in the specific case that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in said Subsection (a). Such
determination shall be made (1) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such a
quorum is not obtainable, or, even if obtainable and a quorum of disinterested
directors so directs, by independent legal counsel (compensated by the
corporation) in a written opinion, or (3) by the stockholders.
Section 6.3. OTHER RIGHTS OF INDEMNIFICATION. The indemnification provided
by this Section shall not be deemed exclusive of any other rights to which those
indemnified may be entitled under any agreement, vote of stockholders,
disinterested directors, or otherwise, both as to the action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person."
FURTHER RESOLVED, that Section 6.4 of Article VI of
the Corporation's By-Laws is hereby deleted.
FURTHER RESOLVED, that Sections 6.5 and 6.6 of Article
VI of the Corporation's By-Laws are hereby re-numbered as
Sections 6.4 and 6.5, respectively.
Dated: February 24, 1986
-------------------------
/s/ Harold S. Pascal /s/ Frederick C. Solar
- -------------------------------- ------------------------------------
Harold S. Pascal Frederick C. Solar
/s/ Douglas G. Mufuka
- --------------------------------
Douglas G. Mufuka