BYLAWS
OF
IRON MOUNTAIN RECORDS MANAGEMENT
OF MARYLAND, INC.
(a Maryland corporation)
ARTICLE 1
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing shares of
stock shall set forth thereon the statements prescribed by Sections 2-207 and
2-211 of the Maryland General Corporation Law and by any other applicable
provision of law and shall be signed by the President or the Chairman of the
Board, if any, or a Vice-President and countersigned by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and may be sealed
with the corporate seal or a facsimile of it or in any other form. The
signatures of any such officers may be either manual or facsimile signatures. In
case any such officer who has signed manually or by facsimile any such
certificate ceases to be such officer before the certificate is issued, it may
nevertheless be issued by the corporation with the same effect as if the officer
had not ceased to be such officer as of the date of its issue.
No certificate representing shares of stock shall be issued for any share
of stock until such share is fully paid, except as otherwise authorized by the
provisions of Section 2-210 of the Maryland General Corporation Law.
The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may, in its discretion, require the owner
of any such certificate to give bond, with sufficient surety, to the corporation
to indemnify it against any loss or claim that may arise by reason of the
issuance of a new certificate.
Upon compliance with the provisions of Section 2-514 of the Maryland
General Corporation Law, the Board of Directors of the corporation may adopt by
resolution a procedure by which a stockholder of the corporation may certify in
writing to the corporation that any shares registered in the name of the
stockholder are held for the account of a specified person other than the
stockholder.
2. FRACTIONAL SHARE INTERESTS OR SCRIP. The corporation may, but shall
not be obliged to, issue fractional shares of stock, eliminate a fractional
interest by rounding off to a full share of stock, arrange for the disposition
of a fractional interest by the person entitled to it, pay cash for the fair
value of a fractional share of stock determined as of the time when the person
entitled to receive it is determined, or issue scrip or other evidence of
ownership, and which shall entitle its holder to exchange such scrip or other
evidence of ownership aggregating a full share for a certificate which
represents the share, but such scrip or other evidence of
ownership shall not, unless otherwise provided, entitle the holder to exercise
any voting right, or to receive dividends thereon or to participate in any of
the assets of the corporation in the event of liquidation. The Board of
Directors may impose any reasonable condition on the issuance of scrip or other
evidence of ownership, and may cause such scrip or evidence of ownership to be
issued subject to the condition that it shall become void if not exchanged for a
certificate representing a full share of stock before a specified date or
subject to the condition that the shares for which such scrip or evidence of
ownership is exchangeable may be sold by the corporation and the proceeds
thereof distributed to the holders of such scrip or evidence of ownership, or
subject to a provision for forfeiture of such proceeds to the corporation if not
claimed within a period of not less than three years from the date the scrip or
other evidence of ownership was originally issued.
3. SHARE TRANSFERS. Upon compliance with provisions restricting the
transferability of shares of stock, if any, transfers of shares of stock of the
corporation shall be made only on the stock transfer books of the corporation by
the record holder thereof, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation or with a
transfer agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon, if any.
4. RECORD DATE FOR STOCKHOLDERS. The Board of Directors may set a
record date or direct that the stock transfer books be closed for a stated
period for the purpose of making any proper determination with respect to
stockholders, including which stockholders are entitled to notice of a meeting,
to vote at a meeting, to receive a dividend, or to be allotted other rights;
provided, that, except as may be otherwise provided herein, any such record date
shall be not more than ninety days before the date on which the action requiring
the determination will be taken, that any such closing of the transfer books may
not be for a period longer than twenty days, and that, in the case of a meeting
of stockholders, any such record date or any such closing of the transfer books
shall be at least ten days before the date of the meeting. If a record date is
not set, and, if the stock transfer books are not closed, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be the later of either the close of business on the day on
which notice of the meeting is mailed or the thirtieth day before the meeting,
and the record date for determining stockholders entitled to receive payment of
a dividend or an allotment of any rights shall be the close of business on the
day on which the resolution of the Board of Directors declaring the dividend or
allotment of rights is adopted, but any such payment of a dividend or allotment
of rights shall not be made more than sixty days after the date on which the
resolution is adopted; and a meeting of stockholders convened on the date for
which it was called may be adjourned from time to time without further notice to
a date not more than one hundred and twenty days after the original record date.
5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share of stock" or "shares of stock" or "stockholder" or
"stockholders" refers to an outstanding share or shares of stock and to a holder
or holders of record of outstanding shares of stock when the corporation is
authorized to issue only one class of shares of stock, and said reference is
also intended to include any outstanding share or shares of stock and any holder
or holders of record of
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outstanding shares of stock of any class or series upon which or upon whom the
Articles of Incorporation confer such rights where there are two or more classes
or series of shares or upon which or upon whom the provisions of the Maryland
General Corporation Law may confer such rights or the right of dissent
notwithstanding that &e Articles of Incorporation may provide for more than one
class or series of shares of stock, one or more of which are limited or denied
such rights thereunder.
6. STOCKHOLDER MEETINGS.
- TIME. The annual meeting of stockholders shall be held on the date
fixed, from time to time, by the directors, within the thirty day period
commencing with the day of , for the election of directors and the transaction
of any business within the powers of the corporation.
A special meeting shall be held on the date fixed by the directors
- PLACE. Annual meetings and special meetings shall be held at such
place, either within the State of Maryland or at such other place within the
United States, as the directors may, from time to time, set. Whenever the
directors shall fail to set such place, or, whenever stockholders entitled to
call a special meeting shall call the same, and a place of meeting is not set,
the meeting shall be held at the principal office of the corporation in the
State of Maryland.
- CALL. Annual meetings may be called by the directors or the
President or by any officer instructed by the directors or the President to call
the meeting. Except as may be otherwise provided by the provisions of the
Maryland General Corporation Law, special meetings may be called in like manner
and shall be called by the Secretary whenever the holders of shares entitled to
at least twenty-five per cent of all the votes entitled to be cast at such
meeting shall make a duly authorized request that such meeting be called.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written
notice of all meetings shall be given by the Secretary and shall state the time
and place of the meeting. The notice of an annual meeting shall state that the
meeting is called for the election of directors and for the transaction of other
business which may properly come before the meeting, and shall (if any other
action which could be taken at a special meeting is to be taken at such annual
meeting) contain any additional statements required in a notice of a special
meeting, and shall include a copy of any requisite statements or provisions
prescribed by the provisions of the Maryland General Corporation Law; provided,
however, that any business of the corporation may be transacted at any annual
meeting without being specially noticed unless the provisions of the Maryland
General Corporation Law provide otherwise. The notice of a special meeting shall
in all instances state the purpose or purposes for which the meeting is called
and shall include a copy of any requisite statements or provisions prescribed by
the provisions of the Maryland General Corporation Law. Written notice of any
meeting shall be given to each stockholder either by mail or personally
delivered to him or by leaving it at his residence or usual place of business
not less than ten days and not more than ninety days before the date of the
meeting. unless any provisions of the Maryland General Corporation Law shall
prescribe a different elapsed period of time. to each stockholder at his address
appearing on the books of the corporation or the address supplied by him for the
purpose of notice. If mailed, notice shall be deemed to be given when deposited
in the United States mail addressed to the stockholder at his
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address as it appears on the records of the corporation with postage thereon
prepaid. Whenever any notice of the time, place or purpose of any meeting of
stockholders is required to be given under the provisions of the Articles of
Incorporation, these Bylaws or of the provisions of the Maryland General
Corporation Law, a waiver thereof in writing, signed by the stockholder and
filed with the records of the meeting, whether before or after the holding
thereof, or his presence in person or by proxy at the meeting shall be deemed
equivalent to the giving of such notice to such stockholder. The foregoing
requirements of notice shall also apply, whenever the corporation shall have any
class of stock which is not entitled to vote, to holders of stock who are not
entitled to vote at the meeting, but who are entitled to notice thereof and to
dissent from any action taken thereat.
- STATEMENT OF AFFAIRS. The President of the corporation, or, if the
Board of Directors shall determine otherwise, some other executive officer
thereof, shall prepare or cause to be prepared annually a full and correct
statement of the affairs of the corporation, including a balance sheet and a
financial statement of operations for the preceding fiscal year, which shall be
submitted at the Annual Meeting and placed on file within twenty days thereafter
at the principal office of the corporation in the State of Maryland.
- CONDUCT OF MEETINGS. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, a Vice-President, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the Chairman of the meeting shall appoint
a secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may authorize another
person or persons to act for him by proxy in all matters in which a stockholder
is entitled to participate, whether for the purposes of determining his presence
at a meeting, or whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting,
or otherwise. The authorization shall be effected as prescribed by the
provisions of Section 2-507 of the Maryland General Corporation Law.
- INSPECTORS OF ELECTION. The directors, in advance of any meeting,
may, but need not, appoint one or more inspectors to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed. the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspector at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares outstanding and the voting power of each,
the shares represented at the meeting, the existence of a quorum, the validity
and effect of proxies, and shall receive voles, ballots or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine the result,
and do such acts as are proper to conduct the election or vote with fairness to
all stockholders. On request of the person presiding at the meeting or any
stockholder,
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the inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.
- QUORUM. Except as may otherwise be required by the provisions of
the Maryland General Corporation Law, the Articles of Incorporation, or these
Bylaws, the presence in person or by proxy at a meeting of the stockholders
entitled to cast at least a majority of the votes entitled to be cast at the
meeting shall constitute a quorum.
- VOTING. Each share of stock shall entitle the holder thereof to
one vote except in the election of directors, at which each said vote may be
cast for as many persons as there are directors to be elected. Except as may
otherwise be provided in the provisions of the Maryland General Corporation Law.
The Articles of Incorporation or these Bylaws, a majority of all the votes cast
at a meeting of stockholders at which a quorum is present shall be sufficient to
approve any matter which may properly come before the meeting. A plurality of
all the votes cast at a meeting of stockholders at which a quorum is present is
sufficient to elect a director.
7. INFORMAL ACTION. Any action required or permitted to be taken at any
meeting of stockholders may be taken without a meeting if the following are
filed with the records of the meeting: an unanimous written consent which sets
forth the action and is signed by each stockholder entitled to vote on the
matter, and, as applicable, a written waiver of any right to dissent signed by
each stockholder entitled to notice of the meeting but not entitled to vote at
it.
ARTICLE 2
BOARD OF DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and the affairs of the
corporation shall be managed by or under the direction of its Board of
Directors. All powers of the corporation may be exercised by or under authority
of said Board of Directors. The use of the phrase "entire board" herein refers
to the total number of directors which the corporation would have if there were
no vacancies.
2. QUALIFICATIONS AND NUMBER. Each director shall be a natural person of
full age. A director need not be a stockholder. a citizen of the United States,
or a resident of the State of Maryland. The initial Board of Directors shall
consist of persons, which is the number set forth in the Articles of
Incorporation. Thereafter the number of directors constituting the entire board
shall be at least three, except that when the number of stockholders is fewer
than three, the number of directors may be the same as the number of said
stockholders. Except for the first Board of Directors, such number may be set
from time to time by action of the stockholders or of a majority of the entire
Board of Directors or, if the number is not so set, the number shall be . The
number of directors may be increased or decreased by an amendment to these
Bylaws, provided, however, that the tenure of office of a director shall not be
affected by any decrease in the number of directors.
3. ELECTION AND TERM. The first Board of Directors shall consist of the
directors named in the Articles of Incorporation and shall hold office until the
first annual
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meeting of stockholders or until their successors have been elected and
qualified. Thereafter, directors who are elected at an annual meeting of
stockholders, and directors who are elected in the interim to fill vacancies and
newly created directorships, shall hold office until the next annual meeting of
stockholders and until their successors have been elected and qualified. In the
interim between annual meetings of stockholders or of special meetings of
stockholders called for the election of directors newly created directorships
and any vacancies in the Board of Directors, including vacancies resulting from
the removal of directors by the stockholders which have not been filled by said
stockholders, may be filled by the Board of Directors. Newly created
directorships filled by the Board of Directors shall be by action of a majority
of the entire Board of Directors. All other vacancies to be filled by the Board
of Directors may be filled by a majority of the remaining members of the Board
of Directors, whether or not sufficient to constitute a quorum.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall set,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or without the
State of Maryland as shall be set by the Board.
- CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, of the President, or of a
majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been fixed.
Written, oral, or any other mode of notice of the time and place shall be given
for special meetings in sufficient time for the convenient assembly of the
directors thereat. The notice of any meeting need not specify the business to be
transacted or the purpose of the meeting. Whenever any notice of the time,
place. or purpose of any meeting of directors or any committee thereof is
required to be given under the provisions of the Maryland General Corporation
Law or of these Bylaws, a waiver thereof in writing, signed by the director or
committee member entitled to such notice and filed with the records of the
meeting. whether before or after the meeting, or presence at the meeting, shall
be deemed equivalent to the giving of such notice to such director or such
committee member.
- QUORUM AND ACTION. A majority sf the entire Board of Directors
shall constitute a quorum except when a vacancy or vacancies prevents such
majority, whereupon a majority of the directors in office shall constitute a
quorum, provided such majority shall constitute at least one-third of the entire
Board and, in no event, less than two directors provided, that whenever the
entire Board of Directors consists of one director, that one director shall
constitute a quorum. Except as in the Articles of Incorporation and herein
otherwise provided and, except as in provisions of The Maryland General
Corporation Law otherwise provided, the action of the directors present at a
meeting at which a quorum is present shall be the action of the Board of
Directors. Members of the Board of Directors or of a committee thereof may
participate
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in a meeting by means of a conference telephone or similar communications
equipment if all persons participating in the meeting can hear each other at the
same time; and participation by such means shall constitute presence in person
at a meeting.
- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the President, if
present and acting, or any other director chosen by the Board. shall preside.
5. REMOVAL OF DIRECTORS. Any or all of the directors may be removed,
with or without cause, pursuant to the provisions of Section 2-406 of the
Maryland General Corporation Law.
6. COMMITTEES. The Board of Directors may appoint from among its members
an Executive Committee and other committees composed of two or more directors,
and may delegate to such committee or committees any of the powers of the Board
of Directors except such powers as may not be delegated under the provisions of
the Maryland General Corporation Law. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a member of the Board of Directors to act in
the place of such absent member.
7. INFORMAL ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting, if a written consent to such action is signed by all members
of the Board of Directors or any such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or any
such committee.
ARTICLE 3
OFFICERS
The corporation shall have a President, a Secretary, and a Treasurer and
may have a Chairman of the Board. a Vice-Chairman of the Board and one or more
Vice-Presidents, who shall be elected by the Board of Directors, and may also
have such other officers, assistant officers, and agents as the Board of
Directors shall authorize from time to time, each of whom shall be elected or
appointed in the manner prescribed by the Board of Directors. Any two or more
offices, except those of President and Vice-President, may be held by the same
person, but no person shall execute, acknowledge or verify any instrument in
more than one capacity, if such instrument is required by law to be executed,
acknowledged or verified by more than one officer. Unless otherwise provided in
the resolution of election or appointment, each officer shall hold office until
the meeting of the Board of Directors following the next annual meeting of
stockholders and until his successor has been elected or appointed and
qualified.
The officers and agents of the corporation shall have the authority and
perform the duties in the management of the corporation as determined by the
resolution electing or appointing them.
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Any officer or agent may be removed by the Board of Directors whenever, in
its judgment, the best interests of the corporation will be served thereby.
ARTICLE 4
PRINCIPAL OFFICE - RESIDENT AGENT - STOCK LEDGER
The address of the initial principal office of the corporation in the
State of Maryland and the name and the address of the initial resident agent of
the corporation in the State of Maryland are set forth in the Articles of
Incorporation.
The corporation shall maintain, at its principal office in the State of
Maryland or at a business office or an agency of the corporation an original or
duplicate stock ledger containing the name and address of each stockholder and
the number of shares of each class held by each stockholder. Such stock ledger
may be in written form or any other form capable of being converted into written
form within a reasonable time for visual inspection.
The corporation shall keep at its principal office in the State of
Maryland the original or a certified copy of the Bylaws, including all
amendments thereto, and shall duly file thereat the annual statement of affairs
of the corporation.
ARTICLE 5
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
corporation and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.
ARTICLE 6
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE 7
CONTROL OVER BYLAWS
The power to adopt, alter, amend, and repeal the Bylaws is vested in the
Board of Directors of the corporation.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy of
the Bylaws of ________________, a Maryland corporation, as in effect on the date
hereof.
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WITNESS my hand and the seal of the corporation.
Dated:
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Secretary of
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WAIVER OF NOTICE
OF
ORGANIZATION MEETING OF DIRECTORS
OF
WE, THE UNDERSIGNED, being all of the directors named in the Articles of
Incorporation of the above-named corporation, do hereby severally waive notice l
] of the time and place of the organization meeting 2] of directors of said
corporation, and consent that the meeting be held at
on the _____ day of ______, 19__, at __.M., for the purpose of adopting Bylaws
and electing officers and for the transaction of such other business as may come
before the meeting.
Dated:
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1] In lieu of a waiver, at least 3 days' written notice must be given. [2-109]
2] In lieu of a meeting, all of the directors may act in writing. [2-408]