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Exhibit 3.2.2
By-Laws
of
SELFIX, INC.
(a Delaware Corporation)
Adopted
May 18, 1987
This Document Prepared By:
Sachnoff Weaver & Rubenstein, Ltd.
30 South Wacker Drive
Suite 2900
Chicago, Illinois 60606
(312) 207-1000
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SELFIX, INC. BY-LAWS
ARTICLE 1
OFFICES
The principal office of the Corporation shall be in the State of Illinois,
in the City of Chicago, County of Cook. The Corporation may have such other
offices, either within or without the State of Illinois, as the business of the
Corporation may require from time to time.
The registered office of the Corporation required by the General
Corporation Law of Delaware to be maintained in the State of Delaware shall be
229 South State Street, City of Dover, County of Kent. The name of the
registered agent of the Corporation in Delaware shall be United States
Corporation Company.
ARTICLE 2
STOCKHOLDERS
SECTION 2.1 ANNUAL MEETING. The annual meeting of the stockholders shall
be held on the third Wednesday of May at such hour as shall be designated in
the notice of the meeting 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. If the election of directors shall
not be held on the day designated herein for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a meeting of the stockholders as soon thereafter as conveniently may be.
SECTION 2.2 SPECIAL MEETINGS. Special meetings of the stockholders may
be called by the President, or by the Board of Directors, and shall be called
by the President at the written request of the stockholders of record holding
not less than one-third of all the outstanding voting shares of the Corporation
entitled to vote at such meeting specifying the purposes for which such meeting
shall be called.
SECTION 2.3 PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Delaware, as the place of meeting
for any annual or special meeting. If no designation is made, the place of
meeting shall be the registered office of the Corporation in the State of
Delaware.
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SECTION 2.4 NOTICE OF MEETING. Written or printed notice stating the
place, day and hour of the meeting, and in the case of a special meeting, the
purposes for which the meeting is called, shall be delivered not less than ten
nor more than sixty days before the date of the meeting, or in the case of a
merger or consolidation not less than twenty nor more than sixty days before the
meeting, either personally or by mail, by or at the direction of the President
or the Secretary to each stockholder 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 stockholder at his address as it appears on
the records of the Corporation, with postage thereon prepaid.
Whenever notice is required to be given under any provision of these
By-Laws or of the certificate of incorporation, to any person with whom
communication is unlawful, the giving of such notice to such person shall not be
required. Any action or meeting which shall be taken or held without notice to
any such person with whom communication is unlawful shall have the same force
and effect as if such notice had been duly given. Whenever notice is required
to be given under these By-Laws or the certificate of incorporation to any
stockholder to whom (i) notice of two consecutive annual meetings, and all
notices of meetings or of the taking of action by written consent without a
meeting to such person during the period between such two consecutive annual
meetings, or (ii) all, and at least two, payments (if sent by first class mail)
of dividends or interest on securities during a twelve month period, have been
mailed addressed to such person at his address as shown on the records of the
Corporation and have been returned undeliverable, the giving of such notice to
such person shall not be required. Any meeting which shall be taken or held
without notice to such person shall have the same force and effect as if such
notice had been duly given. If any such person shall deliver to the Corporation
a written notice setting forth his then current address, the requirement that
notice be given to such person shall be reinstated.
SECTION 2.5 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or stockholders entitled to receive payment of any
dividend, or in order to make a determination of stockholders for any other
proper 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 stockholders entitled to notice of or to vote at a
meeting of stockholders, such books shall be closed for at least ten days, or in
the case of a merger or consolidation, at least twenty 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 stockholders, such date in any case to be not more than sixty
days and, for a meeting of stockholders, not less than ten days or in the case
of a
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merger or consolidation, not less than twenty days, immediately preceding such
meeting. If the stock transfer books are not closed and no record date is fixed
for the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders, or stockholders entitled to receive payment of a
dividend, as the case may be, the record date for such determination of
stockholders shall be: (a) the day next preceding the date on which notice of
the meeting is mailed, or (b) the date on which the resolution of the Board of
Directors declaring such dividend is adopted.
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 stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order, with the address of and
the number of shares held by each, which list, for a period of ten days prior to
such meeting, shall be kept on file at the registered office of the Corporation
and shall be subject to inspection by any stockholder for any purpose germane to
the meeting at any time during usual hours. Such list shall also be produced
and kept open at the time and place of the meeting and during the whole time of
the meeting shall be subject to the inspection of any stockholder who is
present. The original share ledger or transfer book, or a duplicate thereof
kept in this State, shall be prima facie evidence as to the identity of the
stockholders entitled to examine such list or share ledger or transfer book or
to vote at any meetings of stockholders.
SECTION 2.7 QUORUM. One-third of the outstanding shares of the
Corporation, represented in person or by proxy, shall constitute a quorum at any
meeting of stockholders, unless the representation of a larger number be
required by law, and, in that case, the representation of the number so
requested shall constitute a quorum; provided, that if less than a quorum is
represented at said meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice other than announcement at
the meeting. If a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting in person or by proxy shall be the act of
the stockholders, unless the vote of a greater number or voting by classes is
required by the Delaware General Corporation Law or the certificate of
incorporation.
SECTION 2.8 PROXIES. At all meetings of stockholders, a stockholder may
vote by proxy executed in writing by the stockholder or by his duly authorized
attorney-in-fact and delivered to inspectors at the meeting. Such proxy shall
be filed with the Secretary of the Corporation before or at the time of the
meetings. No 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
stockholders.
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SECTION 2.10 INSPECTORS. At each meeting of the stockholders, the polls
shall be opened and closed, the proxies and ballots shall be received and taken
in charge, and all questions touching the qualification of voters and the
validity of proxies and the acceptance or rejection of votes, shall be decided
by two inspectors. Such inspectors shall be appointed by the Board of Directors
before or at the meeting, or, if no such appointment shall have been made, then
by the presiding officer at the meeting. If for any reason either of the
inspectors previously appointed shall fail to attend or refuse or be unable to
serve, inspectors shall be appointed in like manner in their place.
SECTION 2.11 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 may be voted by his
administrator or executor, either in person or by proxy. Shares standing in
the name of a guardian, conservator or trustee may be voted by such fiduciary,
either in person or by proxy, but no guardian, conservator or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of
such shares into his name.
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 stockholder whose shares are pledged shall be entitled to vote such
shares unless and until in the transfer by the pledgor on the books of the
Corporation the pledgor has expressly empowered the pledgee to vote thereon, in
which case only the pledgee or his proxy may represent such stock and be
entitled to vote thereon.
Shares of its own stock belonging to the Corporation shall neither
directly nor indirectly be voted or counted for quorum purposes at any meeting.
SECTION 2.12 VOTING BY BALLOT. The votes for directors, and, upon demand
of any stockholder or where required by law the votes on any question before the
meeting, shall be by ballot. On all other questions the voting may be viva
voce.
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ARTICLE 3
DIRECTORS
SECTION 3.1 GENERAL POWERS. The business and affairs of the Corporation
shall be managed by or under the direction of its Board of Directors.
SECTION 3.2 NUMBER, TENURE AND QUALIFICATION. The number of directors of
the Corporation shall be six. The number of directors may be increased or
decreased from time to time by resolution of the Board of Directors. The
directors of the Corporation shall be elected by ballot annually by the
stockholders and shall hold office until the next annual meeting of stockholders
or until his successor shall have been duly elected and qualified. Directors
need not be residents of Delaware or stockholders of the Corporation.
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, and at
the same place as, the annual meeting of stockholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Delaware, 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 one-third of the
Directors then in office. The person or persons authorized to call special
meetings of the Board of Directors may fix any place, either within or without
the State of Delaware, as the place for holding any special meeting of the Board
of Directors called by them.
SECTION 3.5 NOTICE. Notice of any special meeting shall be given at least
two days previous thereto by written notice delivered personally or mailed to
each director at his business address, or by telegram. 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 with the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. 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 __________________________ [PAGE 6 IS MISSING]
SECTION 3.6 QUORUM.
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SECTION 3.7 MANNER OF ACTING.
SECTION 3.8 VACANCIES.
SECTION 3.9 COMPENSATION.
SECTION 3.10 INFORMAL ACTION BY BOARD OF DIRECTORS.
SECTION 3.11 PARTICIPATION BY CONFERENCE TELEPHONE.
SECTION 3.12 COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate an executive committee and
one or more other committees, and may determine the quorum thereof, each
committee to consist of one or more of the directors of the Corporation. The
Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of a committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, or in these By-Laws,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation by the Board of
Directors, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending
the By-Laws of the Corporation; and, unless the Board of Directors, By-Laws or
Certificate of Incorporation expressly so provide, no such committee shall have
the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a Certificate of Ownership and Merger.
ARTICLE 4
OFFICERS
SECTION 4.1 NUMBER. The principal officers of the Corporation shall be
a Chairman of the Board of Directors and a President, both of whom shall be
directors, and a
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Treasurer, a Comptroller and a Secretary, and such Vice Presidents (the number
thereof to be determined by the Board of Directors)., Assistant Treasurers,
Assistant Secretaries or other officers as may be elected or appointed by the
Board of Directors. Any two or more offices may be held by the same person,
except that the office of President and Secretary may not be held by the same
person.
SECTION 4.2 ELECTION AND TERMS OF OFFICE. The Chairman of the Board, the
Vice Chairman and the President of the Corporation shall be elected by the Board
of Directors at the first meeting of the Board of Directors; the other officers
may be appointed by the Board of Directors. If the election or appointment of
officers shall not be held at such meeting, such election or appointment shall
be held as soon thereafter as conveniently may be. Each officer shall hold
office until his successor shall have been duly elected or appointed and shall
have qualified or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided. Election or appointment of an
officer or agent shall not of itself create contract rights. In its discretion,
the Board of Directors may leave unfilled any office except those of President,
Treasurer and Secretary.
SECTION 4.3 REMOVAL. Any officer or agent 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 4.4 VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, or because of the creation
of an office, may be filled by the Board of Directors for the unexpired portion
of the term at any time.
SECTION 4.5 THE CHAIRMAN OF THE BOARD. The Chairman of the Board of
Directors shall be the chief executive officer of the Corporation and, subject
to the Board of Directors and the executive committee, shall be in general
charge of the affairs of the Corporation. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors.
SECTION 4.6 THE PRESIDENT. The President shall be the chief operating
officer of the Corporation and shall, subject to the Chairman of the Board of
Directors and the Board itself, have general charge of the business and affairs
of the Corporation. He shall keep the Board of Directors and the executive
committee and the chairman of each fully informed and shall freely consult them
concerning the business of the Corporation in his charge. He may sign, with the
Secretary or any other officer of the Corporation thereunto authorized by the
Board of Directors, certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has
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authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the chairman of the Board of Directors or the Board itself from
time to time.
SECTION 4.7 THE VICE PRESIDENTS. 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, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. Any Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation, 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.
SECTION 4.8 THE TREASURER. 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 surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the Corporation, receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit all such
moneys in the name of the Corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Article 6
of these By-Laws; (b) in general 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.
SECTION 4.9 THE CONTROLLER. The controller shall be the chief accounting
officer of the Corporation. He shall keep or cause to be kept all books of
accounts and accounting records of the Corporation, and shall prepare or have
prepared appropriate financial statements for submission to the Board of
Directors, executive committee, and stockholders. He shall perform all other
duties incident to his office.
SECTION 4.10 THE SECRETARY. The Secretary shall: (a) keep the minutes of
the stockholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see 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 and see that the seal
of the Corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
Corporation under its seal is duly authorized in accordance with the provisions
of these By-
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Laws; (d) keep a register of the post office address of each stockholder which
shall be furnished to the Secretary by such stockholder; (e) sign with the
President, or a Vice President, certificates for shares of the Corporation, the
issue of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
Corporation; and (g) in general 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 4.11 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant
Treasurers shall respectively, if required by the Board of Directors, give
bonds for the faithful discharge of their $100duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant Secretaries
as thereunto authorized by the Board of Directors may sign with the President
or a Vice President certificates for shares of the Corporation, the issue of
which shall have been authorized by a resolution of $100the Board of Directors.
The Assistant Treasurers and Assistant Secretaries, in g$100eneral, 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.
SECTION 4.12 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. In the event that the Internal Revenue Service shall deem any
compensation (including any fringe benefit) paid to an officer to be
unreasonable or excessive, such officer must repay to the Corporation the excess
over what is determined by the Internal Revenue Service to be reasonable
compensation, with interest on such excess at the rate of nine percent (9%) per
annum, within 90 days after notice from the Corporation.
ARTICLE 5
INDEMNIFICATION AND INSURANCE
SECTION 5.1 RIGHT TO INDEMNIFICATION. 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
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, 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 or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
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alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by and in the manner set forth in the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA exercise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except a provided in
Section 5.2 hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred
in this Section shall be a contract right and shall include the right to be paid
by the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition; provided, however, that, if the Delaware
General Corporation Law requires, the payment of such expenses incurred by a
director or officer in his or her capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, shall be made
only upon delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise.
SECTION 5.2 RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 5.1
of this Article is not paid in full by the Corporation within thirty days after
a written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of
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such action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
SECTION 5.3 NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, by-law, agreement, vote of
stockholders or disinterested directors or otherwise.
SECTION 5.4 INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
SECTION 5.5 CONSOLIDATION. For the purposes of this Article, references
to "the Corporation" include, in addition to the resulting corporation, any
constituent corporation (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 serving at the request
of such constituent corporation as a director, officer, employee or agent of
another corporation or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the resulting or
surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.
For the purposes of this Article, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director, officer, employee or agent of the Corporation which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the
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interest of the participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best interests of the
Corporation" as referred to in this Article.
ARTICLE 6
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 6.1 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 6.2 LOANS. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 6.3 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 6.4 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 7
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 7.1 CERTIFICATES FOR SHARES. Certificates representing shares of
the Corporation shall be in such form not inconsistent with the certificate of
incorporation as may be determined by the Board of Directors. No certificate
shall be valid unless signed by the President or a Vice President and by the
Secretary or an Assistant Secretary, but where such certificate is signed by a
registrar other than the Corporation or its employee, the signatures of any such
President, Vice President, Secretary or Assistant Secretary and, where
authorized by resolution of the Board of Directors, any transfer agent may be
facsimiles. In
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case any such President, Vice President, Secretary or Assistant Secretary or
transfer agent of the Corporation who shall have signed, or whose facsimile
signature or signatures shall have been placed upon any certificate shall cease
to serve in such capacity before such certificate shall have been issued, such
certificate may be issued by the corporation with the same effect as thought the
person or persons who signed such certificate, or whose facsimile signature or
signatures shall have been placed thereon, were continuing to serve in such
capacities at the date of issue. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the person to whom
the shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefore upon such
terms and indemnity to the Corporation as the Board of Directors may prescribe.
SECTION 7.2 TRANSFER OF SHARES. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. 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 7.3 REGULATIONS. The Board of Directors, and the executive
committee also, shall have power and authority to make all such rules and
regulations as respectively they may deem expedient, concerning the issue,
transfer and registration of certificates for shares of the capital stock of the
Corporation.
The Board of Directors or the executive committee may appoint one or more
transfer agents or assistant transfer agents and one or more registrars or
transfers, and may require all stock certificates to bear the signature of a
transfer agent or assistant transfer agent and a registrar of transfers. The
Board of Directors or the executive committee may at any time terminate the
appointment of any transfer agent or any assistant transfer agent or any
registrar of transfers.
SECTION 7.4 FACSIMILE SIGNATURES. In addition to the provisions for the
use of facsimile signatures elsewhere specifically authorized in these By-Laws,
facsimile signatures of any officer or officers of the Corporation may be used
whenever and as authorized by the Board of Directors or the executive committee.
Page 13
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SELFIX, INC. BY-LAWS
ARTICLE 8
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of June in
each year and end on the last day of May in each year.
ARTICLE 9
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 Certificate of Incorporation.
ARTICLE 10
SEAL
The Board of Directors shall provide a suitable seal which shall have
inscribed thereon the name of the Corporation, which seal shall be in charge of
the Secretary. If and when so directed by the Board of Directors or by the
executive committee, if any, duplicates of the seal may be kept and be used by
the Treasurer or by any Assistant Secretary or Assistant Treasurer.
ARTICLE 11
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of these By-Laws or under the provisions of the Certificate of Incorporation or
under the provisions of the Delaware General Corporation law, 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.
Page 14
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SELFIX, INC. BY-LAWS
ARTICLE 12
AMENDMENTS TO THE BY-LAWS
These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted at any meeting of the Board of Directors of the Corporation by a
majority of the directors present at the meeting, subject to the power of the
stockholders to alter or repeal By-Laws made by the Board of Directors.
Page 15
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SELFIX, INC. BY-LAWS
Amended 6/29/87
ARTICLE 2
STOCKHOLDERS
SECTION 2.2 SPECIAL MEETINGS. Special meetings of the Stockholders may be
called by the President, or by the Board of Directors, and shall be called by
the President at the written request of the stockholders of record holding not
less than ten percent (10%) of all the outstanding voting shares of the
Corporation entitled to vote at such meeting specifying the purposes for which
such meeting shall be called.
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SELFIX, INC. BY-LAWS
Amended 6/29/87
ARTICLE 5
INDEMNIFICATION AND INSURANCE
SECTION 5.1 RIGHT TO INDEMNIFICATION. 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
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, 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 or
of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by and in the manner set forth in the Delaware
General Corporation Law, as the same exists, against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in Section 5.2
hereof, the Corporation shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by such person only
if such proceeding (or part thereof) was authorized by the Board of Directors
of the Corporation. The right to indemnification conferred in this Section
shall include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Section or
otherwise.
SECTION 5.2 RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 5.1
of this Article is not paid in full by the Corporation within thirty days after
a written claim has been received by the Corporation, the claimant may at any
time thereafter
19
SELFIX, INC. BY-LAWS
bring suit against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard or conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.
20
SELFIX, INC. BY-LAWS
TABLE OF CONTENTS
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ARTICLE 1 OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2 STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2.1 ANNUAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2.2 SPECIAL MEETINGS. . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2.3 PLACE OF MEETING. . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 2.4 NOTICE OF MEETING . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.5 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. . . . . . 2
SECTION 2.6 VOTING LISTS. . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.7 QUORUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.8 PROXIES . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.9 VOTING OF SHARES. . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.10 INSPECTORS . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.11 VOTING OF SHARES BY CERTAIN HOLDERS. . . . . . . . . . . . . 4
SECTION 2.12 VOTING BY BALLOT . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 3 DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 3.1 GENERAL POWERS. . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 3.2 NUMBER, TENURE AND QUALIFICATION. . . . . . . . . . . . . . . 5
SECTION 3.3 REGULAR MEETINGS. . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 3.4 SPECIAL MEETINGS. . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 3.5 NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 3.6 QUORUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 3.7 MANNER OF ACTING. . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.8 VACANCIES . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.9 COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 3.10 INFORMAL ACTION BY BOARD OF DIRECTORS. . . . . . . . . . . . 6
SECTION 3.11 PARTICIPATION BY CONFERENCE TELEPHONE. . . . . . . . . . . . 6
SECTION 3.12 COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 4 OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 4.1 NUMBER. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 4.2 ELECTION AND TERMS OF OFFICE. . . . . . . . . . . . . . . . . 7
SECTION 4.3 REMOVAL . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
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SECTION 4.4 VACANCIES. . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 4.5 THE CHAIRMAN OF THE BOARD. . . . . . . . . . . . . . . . . . 7
SECTION 4.6 THE PRESIDENT. . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 4.7 THE VICE PRESIDENTS. . . . . . . . . . . . . . . . . . . . . 8
SECTION 4.8 THE TREASURER. . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 4.9 THE CONTROLLER . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 4.10 THE SECRETARY . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 4.11 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. . . . . . . 9
SECTION 4.12 SALARIES. . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE 5 INDEMNIFICATION AND INSURANCE. . . . . . . . . . . . . . . . . . . 9
SECTION 5.1 RIGHT TO INDEMNIFICATION . . . . . . . . . . . . . . . . . . 9
SECTION 5.2 RIGHT OF CLAIMANT TO BRING SUIT. . . . . . . . . . . . . . . 10
SECTION 5.3 NON-EXCLUSIVITY OF RIGHTS. . . . . . . . . . . . . . . . . . 11
SECTION 5.4 INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 5.5 CONSOLIDATION. . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE 6 CONTRACTS, LOANS, CHECKS AND DEPOSITS. . . . . . . . . . . . . . . 12
SECTION 6.1 CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 6.2 LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 6.3 CHECKS, DRAFTS, ETC. . . . . . . . . . . . . . . . . . . . . 12
SECTION 6.4 DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 7 CERTIFICATES FOR SHARES AND THEIR TRANSFER . . . . . . . . . . . . 12
SECTION 7.1 CERTIFICATES FOR SHARES. . . . . . . . . . . . . . . . . . . 12
SECTION 7.2 TRANSFER OF SHARES . . . . . . . . . . . . . . . . . . . . . 13
SECTION 7.3 REGULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 7.4 FACSIMILE SIGNATURES . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 8 FISCAL YEAR. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 9 DIVIDENDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 10 SEAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 11 WAIVER OF NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . 14
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ARTICLE 12 AMENDMENTS TO THE BY-LAWS . . . . . . . . . . . . . . . . . . . . 15