REGULATIONS
OF
IRON MOUNTAIN RECORDS MANAGEMENT OF OHIO, INC.
(an Ohio corporation)
ARTICLE I
SHAREHOLDERS
1. CERTIFICATES REPRESENTING SHARES. Certificates representing shares
shall be signed by the Chairman of the Board, if any, or the President or a
Vice-President and by the Secretary, an Assistant Secretary, the Treasurer, or
an Assistant Treasurer of the corporation, shall certify the number and class of
shares represented thereby, and shall set forth the statements prescribed by
Section 1701.25 of the Revised Code of Ohio ("General Corporation Law"). When
any such certificate is countersigned by an incorporated transfer agent or
registrar, the signature of any of said officers of the corporation may be
facsimile, engraved, stamped, or printed. Although any officer of the
corporation whose manual or facsimile signature is affixed to such a certificate
ceases to be such officer before the certificate is delivered, such certificate
nevertheless shall be effective in all respects when delivered.
A certificate representing shares shall not be executed or delivered until
the share or shares represented thereby are fully paid.
The corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it, alleged to have been lost, stolen, or
destroyed, and the Board of Directors may require the owner of any lost, stolen,
or destroyed certificate, or his legal representative, to give the corporation a
bond sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
2. FRACTIONAL SHARE INTERESTS. The corporation may but need not execute
and deliver a certificate for or including a fraction of a share; or, in lieu
thereof, may pay to the person otherwise entitled to become a holder of a
fraction of a share an amount in cash specified as the value thereof in a
resolution of the Directors, or other agreement or instrument pursuant to which
such fraction of a share would otherwise be issued, or, if not so specified,
then the amount determined for such purpose by the Directors or the amount
realized upon sale of such fraction of a share; or provide reasonable means to
afford to such person the opportunity, on specified terms and conditions, to
purchase or sell fractional interests in shares, to the exclusion of all rights
he might otherwise have; or execute and deliver registered or bearer scrip over
the manual or facsimile signature of an officer of the corporation or of its
agent for that purpose, exchangeable as therein provided for full shares, but
such scrip shall not entitle the holder to any rights as a shareholder except as
therein provided. The scrip may provide that it shall become
void unless the rights of the holders are exercised within a specified period
and may contain any other provisions that the corporation deems advisable.
Whenever any such scrip ceases to be exchangeable for full shares, the shares
that would otherwise have been issuable as therein provided shall be deemed to
be treasury shares unless the scrip contains other provision for their
disposition.
3. SHARE TRANSFERS. Upon compliance with provisions restricting the
transferability of shares, if any, transfers of shares of the corporation shall
be made only on the books of the corporation by the registered holder thereof,
or by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with an incorporated transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes due
thereon, if any.
4. RECORD DATE FOR SHAREHOLDERS. For any lawful purpose, including,
without limitation, the determination of the shareholders who are entitled to:
(1) receive notice of or to vote at a meeting of shareholders; (2) receive
payment of any dividend or distribution; (3) receive or exercise rights of
purchase of or subscription for, or exchange or conversion of, shares or other
securities, subject to contract rights with respect thereto; or (4) participate
in the execution of written consents, waivers, or releases, the Board of
Directors may fix a record date which shall not be a date earlier than the date
on which the record date is fixed and, in the cases provided for in clauses (1),
(2), and (3) above, shall not be more than sixty days, preceding the date of the
meeting of the shareholders, or the date fixed for the payment of any dividend
or distribution, or the date fixed for the receipt or the exercise of rights, as
the case may be. The record date for the purpose of clause (1) above, shall
continue to be the record date for all adjournments of such meeting unless the
Directors shall fix another date, and, in case a new record date is so fixed,
notice thereof and of the date to which the meeting shall have been adjourned
shall be given to the shareholders of record as of said date in accordance with
the same requirements as those applying to a meeting newly called.
5. MEANING OF CERTAIN TERMS. As used in these Regulations in respect of
the right to notice of a meeting of shareholders or a waiver thereof or to
participate or vote thereat or to execute a consent, waiver, or release, or to
register dissent, as the case may be, the term "share" or "shares" or
"shareholder" or "shareholders" refers to an outstanding share or shares and to
a holder or holders of record of outstanding shares when the corporation is
authorized to issue only one class of shares and said reference is also intended
to include any outstanding share or shares and any holder or holders of record
of outstanding shares of any class upon which or upon whom the Articles of
Incorporation confer such rights where there are two or more classes or series
of shares or upon which or upon whom the General Corporation Law confers such
rights notwithstanding that the Articles of Incorporation may provide for
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more than one class or series of shares, one or more of which are limited or
denied such rights thereunder. Except for subscriptions received by the
incorporators, and except as the contract of subscription may otherwise provide,
a subscriber for shares for which the subscription price has not been fully paid
shall not be deemed to be a shareholder and the shares so subscribed shall not
be deemed to be outstanding shares.
6. SHAREHOLDER MEETINGS.
- TIME. The annual meeting for the election of directors, the
consideration of reports to be laid before the meeting, and for such other
purposes as shall be stated in the notice of the meeting, shall be held on a
date designated by the Board of Directors. In the absence of such designation,
the annual meeting shall be held on the first Monday of the fourth month fol
lowing the close of the fiscal year of the corporation. A special meeting shall
be held on the date designated by the directors.
- PLACE. Annual meetings and special meetings shall be held at such
place within or without the State of Ohio as the Board of Directors shall fix,
or, if the Board of Directors shall fail to fix such place, then at the
principal office of the corporation in Ohio.
- CALL. Annual and special meetings may be called by the directors,
by the Chairman of the Board, if any, the President, a Vice-President if the
President is unable to act, the Secretary, by any officer instructed by the
directors to call the meeting, or by the holders of not less than fifty per cent
of the shares.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. Written
notice stating the time, place, and purposes of each meeting, shall be delivered
not less than seven days (or not less than any such other minimum period of days
as may be prescribed by the General Corporation Law) nor more than sixty days
before the date of the meeting, either personally or by mail by or at the
direction of the directors, the Chairman of the Board, if any, the President,
the Secretary or the officer or persons calling the meeting, to each
shareholder. If mailed, such notice shall be addressed to the shareholder at his
address as it appears on the records of the corporation, with postage prepaid.
The notice of any annual or special meeting shall also include, or be
accompanied by, any additional statements, information, or documents prescribed
by the General Corporation Law. Notice of the time, place, and purposes of any
meeting of shareholders may be waived in writing, either before or after the
holding of such meeting, by any shareholder. The attendance of any shareholder
at any such meeting without protesting, prior to or at the commencement of the
meeting, the lack of proper notice shall be deemed to be a waiver by him of
notice of such meeting. Notice of adjournment of a meeting need not be given if
the time and place to which it is adjourned are fixed and announced at such
meeting.
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- ANNUAL FINANCIAL STATEMENT. At the annual meeting of
shareholders, or the meeting held in lieu thereof, the corporation shall lay
before the shareholders the financial statement prescribed by Section 1701.38 of
the General Corporation Law.
- VOTING LIST. Upon request of any shareholder at any meeting of
shareholders, there shall be produced at such meeting an alphabetically arranged
list, or classified lists, of shareholders of record as of the applicable record
date, who are entitled to vote, showing their respective addresses and the
number and class of shares held by each. Such list or lists when certified by
the officer or agent in charge of the transfer of shares shall be prima-facie
evidence of the facts shown therein. -
- CONDUCT OF MEETING. Meetings of the shareholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice-President or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the shareholders.
The Secretary of the corporation, or in his absence, an Assistant Secretary,
shall act as secretary of every meeting, but, if neither the Secretary nor an
Assistant Secretary is present and acting, the Chairman of the meeting shall
appoint a secretary of the meeting.
- PROXY REPRESENTATION. A person who is entitled to attend a
shareholders' meeting, to vote thereat, or to execute consents, waivers, or
releases, may be represented at such meeting or vote thereat, and execute
consents, waivers, and releases, and exercise any of his other rights, by proxy
or proxies appointed by a writing signed by such person. A telegram or cablegram
appearing to have been transmitted by such person, or a photographic,
photostatic, or equivalent reproduction of a writing, appointing a proxy is a
sufficient writing. No appointment of a proxy shall be valid after the
expiration of eleven months after it is made unless the writing specifies the
date on which it is to expire or the length of time it is to continue in force.
Every proxy shall be revocable at the pleasure of the person executing it except
as otherwise provided by the General Corporation Law.
- INSPECTORS OF ELECTION. The directors, in advance of any meeting
of shareholders, may appoint inspectors of election to act at such meeting or
any adjournment thereof. If inspectors are not so appointed, the officer acting
as Chairman of any such meeting may make such appointment. In case any person
who may be appointed as inspector fails to appear or to act, the vacancy may be
filled by appointment made by the directors in advance of the meeting, or at the
meeting by the officer acting as Chairman. If inspectors are appointed and, if
there are three or more inspectors, the decision, act, or certificate of a
majority of them shall be effective in all respects as the decision, act, or
certificate of all. The inspectors, if any, shall determine the number of shares
outstanding, the voting rights with respect to each, the shares represented at
the meeting, the existence of a quorum, and the authenticity, validity, and
effect of proxies; receive votes, ballots, if any, consents, waivers, or
releases; hear and determine all challenges and questions arising in connection
with the vote; count and tabulate all votes, consents, waivers, and releases;
determine and announce the result; and to do such acts as are proper to conduct
the election or vote with fairness to all shareholders. On request, the
inspectors, if any, shall make a report in writing of any challenge, question,
or matter determined by them and execute a certificate of any fact found by
them.
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- QUORUM. The holders of a majority of the outstanding shares shall
constitute a quorum at a meeting of shareholders for the transaction of any
business. The holders of a majority of the shares represented at a meeting,
whether or not a quorum is present, may adjourn such meeting from time to time.
- VOTING. Unless and until the Articles of Incorporation are amended
as permitted by division (B)(10) of Section 1701.69 of the General Corporation
Law, shareholders shall be entitled to cumulate their votes in the election of
directors upon compliance with the provisions of Section 1701.55 of the General
Corporation Law. Except in the case of such cumulative voting, each share shall
entitle the holder thereof to one vote.
In the election of directors, the candidates receiving the greatest number
of votes at a meeting at which a quorum is present shall be elected.
Any action which would otherwise require for its authorization, under the
General Corporation Law, more than a majority, but less than all, of the voting
power of shareholders or more than a majority, but less than all, of the
shareholders entitled to vote, as the case may be, shall be authorized, pursuant
to the provisions of the Articles of Incorporation as authorized by Section
1701.52 of the General Corporation Law, by at least a majority of the voting
power of the shareholders or by at least a majority of the shareholders entitled
to vote, as the case may be.
Any action for which the General Corporation Law does not prescribe the
proportion of voting power required to authorize the same shall be authorized by
at least a majority of the voting power represented at a meeting at which a
quorum is present.
All other actions shall be authorized by the proportion of voting power or
by the proportion of votes of shareholders entitled to vote, as the case may be,
in the manner prescribed by the General Corporation Law, the Articles of
Incorporation, or these Regulations.
7. WRITTEN ACTION. Any action which may be authorized or taken at a
meeting of the shareholders may be authorized or taken without a meeting with
the affirmative vote or approval of, and in a writing or writings signed by, all
the shareholders who would be entitled to notice of a meeting of the
shareholders held for such purpose, which writing or writings shall be filed
with or entered upon the records of the corporation.
ARTICLE II
DIRECTORS
1. FUNCTIONS, DEFINITION, AND COMPENSATION. The business and affairs of
the corporation shall be managed by a Board of Directors. The use of the phrase
full Board in these Regulations refers to the whole authorized number of
directors fixed in these Regulations.
The directors, by the affirmative vote of a majority of those in office,
and irrespective of any financial or personal interest of any of them, shall
have authority to establish reasonable compensation, which may include pension,
disability, and death benefits for services to the corporation by directors and
officers, or to delegate such authority to one or more officers or directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder, a
United States citizen, or a resident of the State of Ohio. The initial Board of
Directors shall consist of = = persons = = . Thereafter the number of directors
constituting the full board shall be at least three, except that, where all the
shares are owned of record by less than three shareholders, the number of
directors may be less than three but not less than the number of such
shareholders. Subject to the foregoing limitation, such number may be changed by
an increase or decrease thereof from time to time. Any change in such fixed
number may be effected by action of shareholders by an amendment to these
Regulations or by the vote of the holders of at least a majority of the shares
which are represented at a meeting called for the purpose of electing
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directors, at which a quorum is present. Except as may otherwise be provided by
the Articles of Incorporation, the number of directors may also be changed by
action of the directors. No reduction in the number of directors shall have the
effect of shortening the term of any incumbent director. Until sooner changed,
the number of persons constituting each succeeding Board of Directors shall be =
=.
3. ELECTION AND TERM. The initial Board of Directors shall consist of the
person or persons elected at the first meeting of shareholders of the
corporation and shall hold office until the first annual meeting of shareholders
and until his or their successors have been elected and qualified, or until his
or their earlier resignation, removal from office, or death. Thereafter,
directors who are elected at an annual meeting of shareholders, and directors
who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of shareholders
and until their successors have been elected and qualified, or until his or
their earlier resignation, removal from office, or death. In the interim between
annual meetings of shareholders or of special meetings of shareholders called
for the election of directors, newly created directorships and any vacancies in
the Board of Directors, including vacancies resulting from the removal of
directors which are not filled at the meeting of shareholders at which any such
removal has been effected, may be filled by the affirmative vote of a majority
of the remaining directors, though less than a majority of the full Board of
Directors.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or without the
State of Ohio as shall be fixed by the Board.
- CALL. Meetings may be called by the Chairman of the Board if any,
by the President, by any Vice-President, or by any two directors if the Board
consists of three or more directors.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Except for regular
meetings for which the time has been fixed, written notice of the time and place
of each meeting of directors shall be given to each director either by personal
delivery or by mail, telegram, or cablegram at least two days before the
meeting. Such notice may but need not specify the purposes of the meeting.
Notice of adjournment of a meeting need not be given if the time and place to
which it is adjourned are fixed and announced at such meeting. Notice of the
time, place, and purposes of any meeting of directors may be waived in writing,
either before or after the holding of such meeting, by any director. Whenever
any notice of the time, place, and purposes of a meeting is required to be given
to any director, a waiver thereof in writing signed by any such director,
whether before or after the holding of such meeting, shall be equivalent to the
giving of such notice. The attendance of any director at any such meeting
without protesting, prior to or at the commencement of the meeting, the lack of
proper notice shall be deemed to be a waiver by him of notice of such meeting.
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- QUORUM AND ACTION. A majority of the full Board of Directors shall
constitute a quorum. A majority of the directors present, whether or not a
quorum exists, may adjourn a meeting to another time and place. Notice of any
such adjourned meeting shall be given to the directors who were not present at
the time of the adjournment, and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.
Except as in these Regulations or in any Directors' Bylaws otherwise provided,
the act of a majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board.
Meetings of the directors or of any committee thereof may be held through
any communications equipment if all the persons participating can hear each
other; and participation in a meeting through such communications equipment
shall constitute presence at any such 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. All directors, or all the directors of a
particular class, if any, or any individual director may be removed from office,
without assigning any cause, in accordance with the provisions of Section
1701.58 of the General Corporation Law.
6. COMMITTEES. Whenever the number of directors shall be no more than
three, the Board of Directors may, in its discretion, by resolution, designate
three or more directors to constitute an Executive Committee or other
committees, which shall have and may exercise such powers of the Board of
Directors in the management of the corporation as shall be conferred or
authorized by the resolutions appointing them. Such committee or committees
shall act only during the intervals between meetings of the directors and shall
not have the power to fill vacancies among the directors or in any such
committee. A majority of such committee may determine its action and fix the
time and place of its meetings, unless the Board of Directors shall otherwise
provide. Any such committee may act by a majority of its members at a meeting or
by a writing or writings signed by all of its members. The Board of Directors
shall have power at any time to fill vacancies in, to change the membership of,
or to discharge such committee.
7. WRITTEN ACTION. Any action which may be authorized or taken at a
meeting of directors or of any committee thereof may be authorized or taken
without a meeting with the affirmative vote or approval of, and in a writing or
writings signed by all of the directors, or by all of the members of the
committee in the case of a committee.
ARTICLE III
OFFICERS
The Board of Directors, initially and as soon as may be after the election
thereof held in each year, shall elect a President, a Secretary, and a
Treasurer, and from time to time may elect a Chairman of the Boards a
Vice-Chairman of the Board, one or more Vice-Presidents, and such Assistant
Secretaries, Assistant Treasurers, and such other officers, agents, and
employees as it
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may deem proper. Any two or more offices may be held by the same person, but no
officer shall execute, acknowledge, or verify any instrument in more than one
capacity if such instrument is required by law or by the Articles of
Incorporation, the Regulations, or the Directors' Bylaws, if any, to be
executed, acknowledged, or verified by two or more officers. The Chairman of the
Board, if any, and the Vice-Chairman of the=Board, if any, shall be elected from
among the directors. Unless the resolution electing an officer otherwise
provides, no other officer need be a director in order to qualify.
The term of office of all officers shall be one year and until their
respective successors are elected and qualify, unless the resolution electing
them shall specify a shorter or longer term, but any officer may be removed from
office, either with or without cause, at any time by the Board of Directors.
Officers shall have the powers and duties defined in the resolutions
appointing them.
Any officer, or any agent elected or appointed by the Board of Directors,
may be removed by the Board whenever in its judgment the best interests of the
corporation will be served thereby.
ARTICLE IV
STATUTORY NOTICES TO SHAREHOLDERS
The directors may appoint the Treasurer or other fiscal officer and/or the
Secretary or any other officer to cause to be prepared and furnished to
shareholders entitled thereto any special financial notice and/or any financial
statement, as the case may be, which may be required by any provision of law,
and which, more specifically, may be required by Section 1701.33 of the General
Corporation Law.
ARTICLE V
PRINCIPAL OFFICE, STATUTORY AGENT, BOOKS AND RECORDS
The location of the principal office of the corporation in the State of
Ohio is set forth in the original Articles of Incorporation, and the name and
the address of the statutory agent of the corporation are set forth in the
initial Appointment of Statutory Agent filed with the original Articles of
Incorporation.
The corporation shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of the shareholders, of the
Board of Directors, and of committees of the incorporators, of directors, if
any, and shall keep records of its shareholders, showing the names and addresses
of all shareholders and the number and class of shares issued or transferred of
record to or by them from time to time.
ARTICLE VI
CORPORATE SEAL
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The corporate seal shall be in such form as the Board of Directors shall
prescribe.
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VIII
CONTROL OVER REGULATIONS
The Regulations of the corporation shall be subject to alteration,
amendment or repeal, and new Regulations not inconsistent with any provision of
the Articles of Incorporation or the General Corporation Law may be made, either
by the affirmative vote of the holders of shares entitling them to exercise a
majority of the voting power of the corporation, at any annual or special
meeting of the shareholders, or, without such meeting, by the written consent of
the holders of shares entitling them to exercise a majority of the voting power.
If the Regulations are altered, amended, or repealed, or new Regulations are
adopted, without a meeting of the shareholders, the Secretary of the corporation
shall mail a copy of the alteration, amendment, or repeal of the new Regulations
to each shareholder who would have been entitled to vote thereon or consent
thereto, but who did not participate in such action.
ARTICLE IX
DIRECTORS' BYLAWS
For their own government, directors may adopt Bylaws not inconsistent with
the Articles of Incorporation or these Regulations.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of
the Regulations of ______, an Ohio corporation, as in effect on the date hereof.
WITNESS my hand and the seal of the corporation.
Dated:
------------------------------------------
Secretary of
Iron Mountain Records Management of Ohio, Inc.
(SEAL)
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