Exhibit 3.3
BYLAWS
OF
COMPUPRINT, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE: The principal office of the corporation shall
be located in Catawba County, North Carolina.
SECTION 2. REGISTERED OFFICE: The registered office of the corporation
required by law to be maintained in the State of North Carolina may be, but need
not be, identical with the principal office.
ARTICLE II
SECTION 1. PLACE OF MEETINGS: All meetings of shareholders shall be held at
the principal office of the Corporation, or at such other place, either within
or without the State of North Carolina, as shall be designated in the notice of
the meeting or agreed upon by a majority of the shareholders entitled to vote
thereat.
SECTION 2. ANNUAL MEETINGS: The annual meeting of the shareholders shall be
at the office of the corporation at 10:00 o'clock a.m. on the second Thursday in
January, if not a legal holiday, but if a legal holiday, then on the next day
following, not a legal holiday, for the purpose of electing directors of the
corporation and for the transaction of such business as may properly be brought
before the meeting.
SECTION 3. SUBSTITUTE ANNUAL MEETING: If the annual meeting shall not be
held on the day designated by these bylaws, a substitute annual meeting may be
called in accordance with the provisions of Section 4 of this Article. A meeting
so called shall be designated and treated for all purposes as the annual
meeting.
SECTION 4. SPECIAL MEETINGS: Special meetings of the shareholders may be
called at any time by the President, Secretary or Board of Directors of the
corporation, or by any shareholder pursuant to the written request of the
holders of not less than one-tenth of all shares entitled to vote at the
meeting.
SECTION 5. NOTICE OF MEETING: Written or printed notice stating the time
and place of the meeting shall be delivered not less than ten days nor more than
fifty days before the date thereof, either personally or by mail, by or at the
direction of the President, the Secretary, or other person calling the meeting,
to each shareholder of record entitled to vote at such meeting.
In case of an annual or substitute annual meeting, the notice of meeting
need not specifically state the business to be transacted thereat unless it is a
matter other than election of directors, on which the vote of shareholders is
expressly required by the provisions of the North Carolina Business Corporation
Act. In the case of a special meeting, the notice of meeting shall specifically
state the purpose or purposes for which the meeting is called.
When a meeting is adjourned for thirty days or more, notice of the
adjournment shall be given as in the case of an original meeting. When a meeting
is adjourned for less than thirty days in any one adjournment, it is not
necessary to give any notice of the adjourned meeting other than by announcement
at the meeting at which the adjournment is taken.
SECTION 6. QUORUM: The holders of a majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at meetings
of shareholders. If there is no quorum at the opening of a meeting of
shareholders, such meeting may be adjourned from time to time by the vote of a
majority of the shares voting on the motion to adjourn; and, at any adjourned
meeting at which a quorum is present, any business may be transacted at the
original meeting.
The shareholders at a meeting at which a quorum is present may continue to
do business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 7. VOTING OF SHARES: Each outstanding share having voting rights
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders.
Except in the election of directors, the vote of a majority of the shares
voted on any matter at a meeting of shareholders at which a quorum is present
shall be the act of the shareholders on the matter, unless the vote of a greater
number is required by law or by the charter or bylaws of this corporation.
Voting on all matters except the election of directors shall be by voice or by a
show of hands unless the holders of one-tenth of shares represented at the
meeting shall, prior to the voting on any matter, demand a ballot vote on that
particular matter.
SECTION 8. INFORMAL ACTION BY SHAREHOLDERS: Any action which may be taken
at a meeting of the shareholders may be taken without a meeting of a consent in
writing, setting forth the action so taken, shall be signed by all of the
persons who would be entitled to vote upon such action at a meeting, and filed
with the Secretary of the Corporation to be kept in the Corporate Minute Book.
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ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS: The business and affairs of the corporation
shall be managed by the Board of Directors or by such Executive Committee as the
Board may establish pursuant to these bylaws.
SECTION 2. NUMBER, TERM AND QUALIFICATIONS: The number of directors of the
corporation shall be not less than two nor more than nine. Each director shall
hold office until his death, resignation, retirement, removal, disqualification,
or his successor is elected and qualifies. Directors need not be residents of
the State of North Carolina or shareholders of the corporation.
SECTION 3. ELECTION OF DIRECTORS: Except as provided in Section 6 of this
Article, the directors shall be elected at an annual meeting of shareholders;
and these persons who receive the highest number of votes shall be deemed to
have been elected. If any shareholder so demands, election of directors shall be
by ballot.
SECTION 4. CUMULATIVE VOTING: Every shareholder entitled to vote at an
election of directors shall have the right to vote the number of shares standing
on record in his name for as many persons as there are directors to be elected
and for whose election he has a right to vote, or to cumulate his voting by
giving one candidate as many votes as the number of such directors multiplied by
the number of his shares shall equal, or by distributing such votes on the same
principal among any number of such candidates. This right of cumulative voting
shall be exercised unless one shareholder or proxy holder announces in open
meeting, before the voting for the directors shall start, his intention so to
vote cumulatively; and if such announcement is made, the chair shall declare
that all shares entitled to vote have the right to vote cumulatively and shall
thereupon grant a recess of not less than one or more that four hours, a he
shall determine, or of such period of times as is unanimously then agreed upon.
SECTION 5. REMOVAL: Directors may be removed from office with or without
cause by a vote of shareholders holding a majority of the shares entitled to
vote at an election of directors. However, unless the entire Board is removed,
an individual director may not be removed if the number of shares voting against
the removal would be sufficient to elect a director if such shares were voted
cumulatively at an annual election. If any directors are so removed, new
directors may be elected at the same meeting.
SECTION 6. VACANCIES: A vacancy occurring in the Board of Directors may be
filled by a majority of the remaining directors, though less than a quorum or by
the sole remaining director; but a vacancy created by an increase in the
authorized number of directors shall be filled only by election at any annual
meeting or at a special meeting of shareholders called for that purpose. The
shareholders may elect a director at any time to fill any vacancy not filled by
the directors.
SECTION 7. COMPENSATION: The Board of Directors may compensate directors
for their services as such and may provide for the payment of all expenses
incurred by directors in attending regular and special meetings of the Board.
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ARTICLE IV
MEETINGS OF DIRECTORS
SECTION 1. REGULAR MEETINGS: A regular meeting of the Board of Directors
shall be held immediately after, at the same place, as the annual meeting of
shareholders. In addition, the Board of Directors may provide, by resolution,
the time and place, either within or without the State of North Carolina, for
the holding of additional regular meetings.
SECTION 2. SPECIAL MEETINGS: Special meetings of the Board of Directors may
be called by or at the request of the President or any two directors. Such
meetings may be held either within or without the State of North Carolina.
SECTION 3. NOTICE OF MEETINGS: Regular meetings of the Board of Directors
may be held without notice.
The person or persons calling a special meeting of the Board of Directors
shall, at least two days before the meeting, give notice thereof by any usual
means of communication. Such notice need not specify the purpose for which the
meeting is called.
SECTION 4. QUORUM: A majority of the directors fixed by these bylaws shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors.
SECTION 5. MANNER OF ACTING: Except as otherwise provided in this section,
the act of the majority of the directors present shall be the act of the Board
of Directors.
The vote of a majority of the number of directors fixed by these bylaws
shall be required to adopt a resolution constituting an executive committee. The
vote of a majority of the directors then holding office shall be required to
adopt, amend, or repeal a bylaw, or to adopt a resolution dissolving the
corporation without action by the shareholders. Vacancies in the Board of
Directors may be filled as provided in Article III, Section 6, of these bylaws.
SECTION 6. INFORMAL ACTION BY DIRECTORS: Action taken by a majority of the
directors without a meeting is nevertheless Board action if written consent to
the action in question is signed by all of the proceedings of the Board, whether
done before or after the action is taken.
ARTICLE V
OFFICERS
SECTION 1. NUMBER: The officers of the corporation shall consist of a
President, a Vice-President, a Secretary, and a Treasurer. Any two or more
offices may be held by the same person, except the offices of President and
Secretary.
SECTION 2. ELECTION AND TERM: Election of officers of the corporation shall
be by the Board of Directors. Such elections may be held at any regular or
special meeting of the Board. Each officer shall hold office until his death,
resignation, retirement, removal, disqualification, or his successor is elected
and qualifies.
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SECTION 3. REMOVAL: Any officer or agent elected or appointed by the Board
may be removed by the Board with or without cause; but such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. COMPENSATION: The compensation of all officers of the
corporation shall be fixed by the Board of Directors.
SECTION 5. PRESIDENT: The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall supervise and control the management of the corporation, in
accordance with these bylaws. He shall, when present, preside at all meetings of
shareholders. He shall sign, with any other proper officer, certificates for
shares of the corporation and any deeds, mortgages, bonds, contracts, or other
instruments which may be lawfully executed on behalf of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be delegated by the Board
of Directors to some other officer or agent; and, in general, he shall perform
all duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 6. VICE PRESIDENT: The Vice President, in the absence or disability
of the President, shall perform the duties and exercise the powers of that
office. In addition, he shall perform such other duties and have such powers as
the Board of Directors shall prescribe.
SECTION 7. SECRETARY: The Secretary shall keep accurate records of the acts
and proceedings of all meetings of shareholders and directors.
He shall give all notices required by law and by these bylaws. He shall
have general charge of the corporate books and records and of the corporate
seal, and he shall affix the corporate seal to any lawfully executed instrument
requiring it. He shall have general charge of the stock transfer books of the
corporation and shall keep, at the registered or principal office of the
corporation, a record of shareholders showing the name and address of each
shareholder and the number of and class of the shares held by each. He shall
sign such other instruments as may require his signature, and, in general, shall
perform all duties incident to the office of Secretary and such other duties as
may be assigned to him from time to time by the President or by the Board of
Directors.
SECTION 8. TREASURER: The Treasurer shall have custody of all funds and
securities belonging to the corporation and shall receive, deposit, or disburse
the same under the direction of the Board of Directors. He shall keep full and
accurate accounts of the finances of the corporation in books especially
provided for that purpose; and he shall cause a true statement of its assets and
liabilities as of the close of each fiscal year and of the results of its
operations and of changes in surplus for each fiscal year, all in reasonable
detail, including particulars as to convertible securities then outstanding, to
be made and filed at the registered or principal office of the corporation
within four months after the end of such fiscal year. The statement so filed
shall be kept available for inspection by any shareholder for a period of ten
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years; and the Treasurer shall mail or otherwise deliver a copy of the latest
such statement to any shareholder upon his written request thereof. The
Treasurer shall, in general, perform all duties as may be assigned to him from
time to time by the president or by the Board of Directors.
ARTICLE VI
CONTRACTS, LOANS, DEPOSITS, ETC.
SECTION 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
such instrument on behalf of the corporation, and such authority may be general
or confined to specific instances.
SECTION 2. LOANS: No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
SECTION 3. CHECKS AND DRAFTS: All checks, drafts, or other orders for the
payment of money issued in the name of the corporation shall be signed by such
office 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 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
depositories as the Board of Directors shall direct.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES: Certificates representing shares of the
corporation shall be issued, in such form as the Board of Directors shall
determine, to every shareholder for the fully paid shares owned by him. These
certificates shall be signed by the President or any Vice President and the
Secretary or Treasurer. They shall be consecutively numbered or otherwise
identified; and the name and address of the persons to whom they are issued,
with the number of shares and date of issue, shall be entered on the stock
transfer books of the corporation.
SECTION 2. TRANSFER OF SHARES: Transfer of shares shall be made on the
stock transfer books of the corporation only upon surrender of the certificates
for the shares sought to be transferred by the record holder thereof or by his
duly authorized agent, transferee, or legal representative. All ertificates
surrendered for transfer shall be cancelled before new certificates for the
transferred shares shall be issued.
SECTION 3. CLOSING TRANSFER BOOKS AND FIXING RECORD DATED: For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
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dividend or in order to make a determination of shareholders for any other
purpose, the Board of Directors may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case, fifty days. If the
stock transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten days immediately preceding such a 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 shareholders,
not less than ten days immediately preceding the date on which the particular
action, requiring such determination of shareholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for
the determination of the shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.
SECTION 4. LOST CERTIFICATES: The Board of Directors may authorize the
issuance of new share certificates in place of a certificate claimed to have
been lost or destroyed, upon receipt of an affidavit of such fact from the
person claiming such issuance of a new certificate. The Board may require the
claimant to give the corporation a bond in such sum as it may direct to
indemnify the corporation against loss from any claim with respect to the
certificate claimed to have been lost or destroyed; or the Board may, by
resolution reciting that the circumstances justify such action, authorize the
issuance of a new certificate without requiring such a bond.
ARTICLE VIII
GENERAL PROVISIONS
SECTION 1. 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 charter.
SECTION 2. SEAL: The corporate seal of the corporation shall consist of two
concentric circles between which is the name of the Corporation and in the
center of which is inscribed SEAL: and such seal, as impressed on the margin
hereof is hereby adopted as the corporate seal of the corporation.
SECTION 3. WAIVER OF NOTICE: Whenever any notice is required to be given to
any shareholder or director under the provisions of the North Carolina Business
Corporation Act or under the provisions of the charter or bylaws of this
corporation, a waiver thereof in writing signed by the persons or person
entitled to such notice, whether before or after the time stated therein, shall
be equivalent to the giving of such notice.
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SECTION 4. FISCAL YEAR: Unless otherwise ordered by the Board of Directors,
the fiscal year of the corporation shall be from January 1 through December 31.
SECTION 5. AMENDMENTS: Except as otherwise provided herein, these bylaws
may be amended or repealed and new bylaws may be adopted by the affirmative vote
of a majority of the directors then holding office at any regular or special
meeting of the Board of Directors.
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