Exhibit 3.3
BYLAWS OF
REAM PRINTING PAPER CORP.
ARTICLE I Offices
The principal office of the corporation shall be located in the State
of New York in the County of Monroe. The corporation may have
such other offices, either within or outside the state, as the Board
of Directors may designate or as the business of the corporation may
require from time to time. The registered office of the corporation
may be, but need not be, identical with the principal office, and the
address of the registered office may be changed from time to time
by the Board of Directors.
ARTICLE II Shareholders
Section 1. Annual Meeting. the annual meeting of the shareholders
shall be held at 4:00 PM on the Third Tuesday in the month of
February in each year, beginning with the year 1995. If the day
fixed for the annual meeting shall be a legal holiday, such meeting
shall be held on the next succeeding business day.
Section 2. Special Meetings. Special meetings of the shareholders,
for any purpose, unless otherwise prescribed by statute, may be
called by the president or by the Board of Directors, and shall be
called by the president at the request of the holders of not less than
one-tenth of all the outstanding shares of the corporation entitled to
vote at the meeting.
Section 3. Place of Meeting. The Board of Directors may designate
any place as the place for any annual meeting or for any special
meeting called by the Board of Directors. A waiver of notice signed
by all shareholders entitled to vote at a meeting may designate any
place as the place for such meeting. If no designation is made, or
if a special meeting shall be called otherwise than by the Board,
the place of meeting shall be the registered office of the corporation.
Section 4. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting, and, in case of a special
meeting, the purposes for which the meeting is called, shall be
delivered not less than ten nor more than fifty days before the date
of the meeting, either personally or by mail, by or at the direction
of the president, or the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such
meeting, except that if the authorized capital stock is to be increased
at least thirty days notice shall be given. If mailed, such notice
shall be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid.
If requested by the person or persons lawfully calling such meeting,
the secretary shall give notice thereof at corporate expense.
Section 5. Closing of Transfer Books or Fixing of Record Date.
For the purpose of determining shareholders entitled to notice of or
to vote at any meeting of shareholders or any adjournment thereof,
or shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper
purpose, the Board of Directors may provide that the stock transfer
books shall be closed for any stated period not exceeding 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 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,
such date in any case to be not more than fifty days, and, in case of
a meeting of shareholders, not less than ten days prior to 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
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 notice of the meeting is mailed or 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. When a determination
of shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall
apply to any adjournment thereof except where the determination
has been made through the closing of this stock transfer books and
the stated period of the closing has expired.
Section 6. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make, at
least ten days before each meeting of shareholders, a complete list
of the shareholders entitled to vote at such meeting or any
adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each. For a period of
ten days prior to such meeting, this list shall be kept on file at
the principal office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time
and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The original
stock transfer books shall be prima facie evidence as to who are
the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.
Section 7. Quorum. Fifty One Percent (51%) of the outstanding
shares of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of shareholders.
If less than a quorum of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the
meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified The shareholders
present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
If a quorum is present, the affirmative vote of a majority of
the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, unless the
vote of a greater number or voting by classes is required by law or
the articles of incorporation.
Section 8. Proxies. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or his or
her duly authorized attorney-in-fact. Such proxy shall be filed with
the secretary of the corporation before or at the time of the
meeting. No proxy shall be valid after eleven months from the date
of its execution , unless otherwise provided in the proxy.
Section 9. Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote, and each fractional share shall
be entitled to a corresponding fractional vote on each matter
submitted to a vote at a meeting of shareholders. Cumulative voting
shall not be allowed.
Section 10. Voting of Shares by Certain Holders. Neither treasury
shares, nor shares of its own stock held by the corporation in a
fiduciary capacity, nor shares held by another corporation if a
majority of the shares entitled to vote for the election of Directors
of such other corporation is held by this corporation, shall be voted
at any meeting or counted in determining the total number of
outstanding shares at any given time.
Shares standing in the name of another corporation may be voted
by such officer, agent or proxy as the bylaws of such corporation
may prescribe or, in the absence of such provision, as the Board of
Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator
may be voted by him or her, either in person or by proxy, without a
transfer of such shares into his or her name. Shares standing in the
name of a trustee may be voted by him or her, either in person or by
proxy, but not trustee shall be entitled to vote shares held by him or
her without a transfer of such shares into his or her 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 or
her name if authority to do so be contained in an appropriate order
of the court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of
the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
Section 11. Informal Action by Shareholders. Any action required
to be taken at a meeting of the shareholders, or any other action
which may be taken without a meeting of the shareholders, may be
taken without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders entitled
to vote with respect to the subject matter thereof. Such consent shall
have the same force and effect as a unanimous vote of the shareholders.
ARTICLE III Board of Directors
Section 1. General Powers. The business and affairs of the
corporation shall be managed by its Board of Directors, except as
otherwise provided by statute or the articles of incorporation.
Section 2. Number, Tenure and Qualifications. The number of
Directors of the corporation shall be not less than three nor more
than five, unless a lesser number is allowed by statute. Directors
shall be elected at each annual meeting of shareholders. Each
director shall hold office until the next annual meeting of
shareholders and thereafter until his or her successor shall have
been elected and qualified.
Directors need not be residents of this state or shareholders of
the corporation. Directors shall be removable in the manner provided
by statute.
Section 3. Vacancies. Any director may resign at any time by
giving written notice to the president or to the secretary of the
corporation. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining
Directors though not less than a quorum. A director elected to fill
a vacancy shall be elected for the unexpired term of his or her
predecessor in office. Any Directorship to be filled by the
affirmative vote of a majority of the Directors then in office or by
an election at an annual meeting or at a special meeting of
shareholders called for that purpose, and a director so chosen shall
hold office for the term specified in Section 2 above.
Section 4. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw
immediately after and at the same place as the annual meeting of
shareholders. The Board of Directors shall be held without other
notice than this bylaw immediately after and at the same place as
the annual meeting of shareholders. The Board of Directors may
provide by resolution the time and place for the holding of
additional regular meetings without other notice than such resolution.
Section 5. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the president or any
two Directors. The person or persons authorized to call special
meetings of the Board of Directors may fix any place as the place
for holding any special meeting of the Board of Directors called by
them.
Section 6. Notice. Notice of any special meeting shall be given at
least seven days previous thereto by written notice delivered
personally or mailed to each director at his or her business address,
or by notice given at least two days previously by telegraph. 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 when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting.
The attendance of a director at a 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 meeting of the Board of Directors need be
specified in the notice of waiver of notice of such meeting.
Section 7. Quorum. A majority of the number of Directors fixed by
Section 2 shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the Directors present
may adjourn the meeting from time to time without further notice.
Section 8. Manner of Acting. The act of the majority of the
Directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors.
Section 9. Compensation. By resolution of the Board of Directors,
any director may be paid any one or more of the following:
expenses, if any, of attendance at meetings; a fixed sum for
attendance at each meeting; or a stated salary as director. No such
payment shall preclude any director from serving the corporation in
any other capacity and receiving compensation therefor.
Section 10. Information Action by Directors. Any action required
or permitted to be taken at a meeting of the Directors may be taken
without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the Directors entitled to vote with
respect to the subject matter thereof. Such consent shall have the
same force and effect as a unanimous vote of the Directors.
ARTICLE IV Officers and Agents
Section 1. General. The officers of the corporation shall be a
president, one or more vice presidents, a secretary and a treasurer.
The salaries of all the officers of the corporation shall be fixed by
the Board of Directors.
One person may hold any two offices, except that no person may
simultaneously hold the offices of president and secretary.
Section 2. Election and Term of Office. The officers of the
corporation shall be elected by the Board of Directors annually at
the first meeting of the Board held after each annual meeting of the
shareholders.
Section 3. Removal. 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.
Section 4. Vacancies. A vacancy in any office, however,
occurring, may be filled by the Board of Directors for the unexpired
portion of the term.
Section 5. President. The president shall:
(a) subject to the direction and supervision of the Board of
Directors, be the chief executive officer of the corporation;
(b) shall have general and active control of its affairs and
business and general supervision of its officers, agents and
employees; and
(c) the president shall have custody of the treasurer's
bond, if any.
Section 6. Vice Presidents. The vice presidents shall:
(a) assist the president; and
(b) shall perform such duties as may be assigned to them by
the president or by the Board of Directors.
Section 7. Secretary. The secretary shall:
(a) keep the minutes of the proceedings of the shareholders
and the Board of Directors;
(b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law;
(c) be custodian of the corporate records and of the seal of
the corporation and affix the seal to all documents when authorized
by the Board of Directors;
(d) keep at its registered office or principal place of business
a record containing the names and addresses of all shareholders and
the number and class of shares held by each, unless such a record
shall be kept at the office of the corporation's transfer agent or
registrar;
(e) sign with the president, or a vice president, certificates
for shares of the corporation, the issuance 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, unless the corporation has a transfer agent; and
(g) in general, perform all duties incident to the office as
secretary and such other duties as from time to time may be assigned
to him or her by the president or by the Board of Directors.
Section 8. Treasurer. The treasurer shall:
(a) be the principal financial officer of the corporation;
(b) perform all other duties incident to the office of the
treasurer and, upon request of the Board, shall make such reports
to it as may be required at any time;
(c) be the principal accounting officer of the corporation; and
(d) have such other powers and perform such other duties as may
be from time to time prescribed by the Board of Directors or the
president;
ARTICLE V Stock
Section 1. Certificates. The shares of stock shall be represented
by consecutively numbered certificates signed in the name of the
corporation by its president or a vice president and the secretary,
and shall be sealed with the seal of the corporation, or with a
facsimile thereof. No certificate shall be issued until the shares
represented thereby are fully paid.
Section 2. Consideration for Shares. Shares shall be issued for
such consideration, expressed in dollars (but not less than the par
value thereof, if any) as shall be fixed from time to time by the
Board of Directors. Such consideration may consist, in whole or in
part of money, other property, tangible or intangible, or in labor
or services actually performed for the corporation, but neither
promissory notes nor future services shall constitute payment or
part payment for shares.
Section 3. Transfer of Shares. Upon surrender to the corporation
or to a transfer agent of the corporation of a certificate of stock
duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, and such documentary stamps
as may be required by law, it shall be the duty of the corporation
to issue a new certificates to the person entitled thereto, and cancel
the old certificate. Every such transfer of stock shall be entered on
the stock book of the corporation which shall be kept at its principal
office, or by its registrar duly appointed.
Section 4. Transfer Agents, Registrars and Paying Agents. The
Board may at its discretion appoint one or more transfer agents,
registrars and agents for making payment upon any class of stock,
bond, debenture or other security of the corporation.
ARTICLE VI Indemnification of Officers and Directors
Each director and officer of this corporation shall be indemnified by
the corporation against all costs and expenses actually and
necessarily incurred by him or her in connection with the defense of
any action, suit or proceeding in which he or she may be involved
or to which he or she may be made a party by reason of his or her
being or having been such director or officer, except in relation to
matters as to which he or she shall be finally adjudged in such
action, suit or proceeding to be liable for negligence or misconduct
in the performance of duty.
ARTICLE VII Miscellaneous
Section 1. Waivers of Notice. Whenever notice is required by law,
by the articles of incorporation or by these bylaws, a waiver thereof
in writing signed by the director, shareholder or other person
entitled to said notice, whether before or after the time stated
therein, or his or her appearance at such meeting in person or (in
the case of a shareholders' meeting) by proxy, shall be equivalent to
such notice.
Section 2. Seal. The corporate seal of the corporation shall be in
the form impressed on the margin hereof.
Section 3. Fiscal Year. The fiscal year of the corporation shall be
as established by the Board of Directors.
Section 4. Amendments. The Board of Directors shall have power
to make, amend and repeal the bylaws of the corporation at any
regular meeting of the Board or at any special meeting called for
the purpose.
APPROVED:
DATED: September 21, 1994 ______________________________
Director:
______________________________
Director:
______________________________
Director: