BY-LAWS
of
SF HOLDINGS GROUP, INC.
(A Delaware Corporation)
ARTICLE I
Stockholders
Section 1. Place of Meetings. Meetings of stockholders shall
be held at such place, either within or without the State of Delaware, as shall
be designated from time to time by the Board of Directors.
Section 2. Annual Meetings. Annual meetings of stockholders
shall be held on such date of each year and at such time as shall be designated
from time to time by the Board of Directors. At each annual meeting, the
stockholders shall elect a Board of Directors by plurality vote and transact
such other business as may be properly brought before the meeting.
Section 3. Special Meetings. Special meetings of the stockholders
may be called by the Board of Directors.
Section 4. Notice of Meetings. Written notice of each meeting
of the stockholders stating the place, date and hour of the meeting shall be
given by or at the direction of the Board of Directors to each stockholder
entitled to vote at the meeting at least ten, but not more than sixty, days
prior to the meeting. Notice of any special meeting shall state in general
terms the purpose or purposes for which the meeting is called.
Section 5. Quorum; Adjournments of Meetings. The
holders of a majority of the issued and outstanding shares of the
capital stock of the corporation entitled to vote at a meeting,
present in person or represented by proxy, shall constitute a
quorum for the transaction of business at such meeting; but, if
there be less than a quorum, the holders of a majority of the
stock so present or represented may adjourn the meeting to
another time or place, from time to time, until a quorum shall be
present, whereupon the meeting may be held, as adjourned, without
further notice, except as required by law, and any business may
be transacted thereat which might have been transacted at the
meeting as originally called.
Section 6. Voting. At any meeting of the stockholders, every
registered owner of shares entitled to vote may vote in person or by proxy and,
except as otherwise provided by statute, in the Certificate of Incorporation or
these By-Laws, shall have one vote for each such share standing in his name on
the books of the corporation. Except as otherwise required by statute, the
Certificate of Incorporation or these By-Laws, all matters, other than the
election of directors, brought before any meeting of the stockholders shall be
decided by a vote of a majority in interest of the stockholders of the
corporation present in person or by proxy at such meeting and voting thereon, a
quorum being present.
Section 7. Inspectors of Election. The Board of Directors, or,
if the Board shall not have made the appointment,
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the chairman presiding at any meeting of stockholders shall have power to
appoint one or more persons to act as inspectors of election at the meeting or
any adjournment thereof, but no candidate for the office of director shall be
appointed as an inspector at any meeting for the election of directors.
Section 8. Chairman of Meetings. The Chairman of the Board
or, in his absence, the President shall preside at all meetings of the
stockholders. In the absence of both the Chairman of the Board and the
President, a majority of the members of the Board of Directors present in
person at such meeting may appoint any other officer or director to act as
chairman of the meeting.
Section 9. Secretary of Meetings. The Secretary of the corporation
shall act as secretary of all meetings of the stockholders. In the absence
of the Secretary, the chairman of the meeting shall appoint any other
person to act as secretary of the meeting.
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ARTICLE II
Board of Directors
Section l. Number of Directors. The number of directors shall
be not more than fifteen and not less than three, except that whenever all
shares of the Corporation's stock are owned beneficially and of record by less
than three stockholders, the number of initial directors shall be one, which
may be changed from time to time within the limits herein set forth by action
of the stockholders or of the Board of Directors.
Section 2. Vacancies. Whenever any vacancy shall occur in the
Board of Directors by reason of death, resignation, removal, increase in the
number of directors or otherwise, it may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole remaining
director, for the balance of the term, or, if the Board has not filled such
vacancy, it may be filled by the stockholders.
Section 3. First Meeting. The first meeting of each newly
elected Board of Directors, of which no notice shall be necessary, shall be
held immediately following the annual meeting of stockholders or any
adjournment thereof at the place the annual meeting of stockholders was held at
which such directors were elected, or at such other place as a majority of the
members of the newly elected Board who are then present shall determine, for
the election or appointment of officers for the
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ensuing year and the transaction of such other business as may be brought
before such meeting.
Section 4. Regular Meetings. Regular meetings of
the Board of Directors, other than the first meeting, may be held
without notice at such times and places as the Board of Directors
may from time to time determine.
Section 5. Special Meetings. Special meetings of the Board of
Directors may be called by order of the Chairman of the Board, the President or
any two directors. Notice of the time and place of each special meeting shall
be given by or at the direction of the person or persons calling the meeting by
mailing the same at least three days before the meeting or by telephoning,
telegraphing or delivering personally the same at least twenty-four hours
before the meeting to each director. Except as otherwise specified in the
notice thereof, or as required by statute, the Certificate of Incorporation or
these By-Laws, any and all business may be transacted at any special meeting.
Section 6. Place of Conference Call Meeting. Any meeting at
which one or more of the members of the Board of Directors or of a committee
designated by the Board of Directors shall participate by means of conference
telephone or similar communications equipment shall be deemed to have been held
at the place designated for such meeting, provided that at least one member is
at such place while participating in the meeting.
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Section 7. Organization. Every meeting of the Board of
Directors shall be presided over by the Chairman of the Board or, in his
absence, the President. In the absence of the Chairman of the Board and the
President, a presiding officer shall be chosen by a majority of the directors
present. The Secretary of the corporation shall act as secretary of the
meeting, but, in his absence, the presiding officer may appoint any person to
act as secretary of the meeting.
Section 8. Quorum; Vote. A majority of the directors then in
office (but in no event less than one-third of the total number of directors)
shall constitute a quorum for the transaction of business, but less than a
quorum may adjourn any meeting to another time or place from time to time until
a quorum shall be present, whereupon the meeting may be held, as adjourned,
without further notice. Except as otherwise required by statute, the
Certificate of Incorporation or these By-Laws, all matters coming before any
meeting of the Board of Directors shall be decided by the vote of a majority of
the directors present at the meeting, a quorum being present.
Section 9. Removal of Directors. Any one or more of the directors
shall be subject to removal with or without cause at any time by the
stockholders.
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ARTICLE III
Officers
Section l. General. The Board of Directors shall elect the
officers of the corporation, which shall include a President, a Secretary and a
Treasurer and such other or additional officers (including, without limitation,
a Chairman of the Board, one or more Vice-Chairmen of the Board,
Vice-Presidents, Assistant Vice-Presidents, Assistant Secretaries and Assistant
Treasurers) as the Board of Directors may designate.
Section 2. Term of Office; Removal and Vacancy. Each officer
shall hold his office until his successor is elected and qualified or until his
earlier resignation or removal. Any officer or agent shall be subject to
removal with or without cause at any time by the Board of Directors. Vacancies
in any office, whether occurring by death, resignation, removal or otherwise,
may be filled by the Board of Directors.
Section 3. Powers and Duties. Each of the officers of the
corporation shall, unless otherwise ordered by the Board of Directors, have
such powers and duties as generally pertain to his respective office as well as
such powers and duties as from time to time may be conferred upon him by the
Board of Directors. Unless otherwise ordered by the Board of Directors after
the adoption of these By-Laws, the Chairman of the Board or, when the office of
Chairman of the Board is vacant, the President shall be the chief executive
officer of the corporation.
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Section 4. Power to Vote Stock. Unless otherwise ordered by
the Board of Directors, the Chairman of the Board and the President each shall
have full power and authority on behalf of the corporation to attend and to
vote at any meeting of stockholders of any corporation in which the corporation
may hold stock, and may exercise on behalf of the corporation any and all of
the rights and powers incident to the ownership of such stock at any such
meeting and shall have power and authority to execute and deliver proxies,
waivers and consents on behalf of the corporation in connection with the
exercise by the corporation of the rights and powers incident to the ownership
of such stock. The Board of Directors, from time to time, may confer like
powers upon any other person or persons.
ARTICLE IV
Capital Stock
Section l. Certificates of Stock. Certificates for stock of
the corporation shall be in such form as the Board of Directors may from time
to time prescribe and shall be signed by the Chairman of the Board or a Vice
Chairman of the Board or the President or a Vice-President and by the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary.
Section 2. Transfer of Stock. Shares of capital
stock of the corporation shall be transferable on the books of
the corporation only by the holder of record thereof, in person
or by duly authorized attorney, upon surrender and cancellation
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of certificates for a like number of shares, with an assignment or power of
transfer endorsed thereon or delivered therewith, duly executed, and with such
proof of the authenticity of the signature and of authority to transfer, and of
payment of transfer taxes, as the corporation or its agents may require.
Section 3. Ownership of Stock. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
owner thereof in fact and shall not be bound to recognize any equitable or
other claim to or interest in such shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.
ARTICLE V
Miscellaneous
Section l. Corporate Seal. The seal of the corporation shall be
circular in form and shall contain the name of the corporation and the year
and State of incorporation.
Section 2. Fiscal Year. The Board of Directors shall have power
to fix, and from time to time to change, the fiscal year of the corporation.
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ARTICLE VI
Amendment
The Board of Directors shall have the power to make, alter or
repeal the By-Laws of the corporation subject to the power of the stockholders
to alter or repeal the By-Laws made or altered by the Board of Directors.
ARTICLE VII
Indemnification
The corporation shall indemnify any director, officer,
employee or agent of the corporation to the full extent permitted by law.
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