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Exhibit 3.22
BYLAWS
of
PRESTIGE BRANDS INTERNATIONAL, INC.
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ARTICLE I
MEETINGS OF SHAREHOLDERS
Section 1.1. PLACE OF MEETINGS.
All meetings of the shareholders of Prestige Brands International, Inc.
(hereinafter called the "Corporation") shall be held at such place, either
within or without the Commonwealth of Virginia, as may from time to time be
fixed by the Board of Directors of the Corporation (hereinafter called the
"Board").
Section 1.2. ANNUAL MEETINGS.
The annual meeting of the shareholders of the Corporation for the election
of directors and for the transaction of such other business as may properly come
before the meeting shall be held on the second Wednesday in February of each
year (or, if that day shall be a legal holiday, then on the next succeeding
business day), or on such other day and/or in such other month as may be fixed
by the Board, at such hour as may be specified in the notice thereof.
Section 1.3. SPECIAL MEETINGS.
A special meeting of the shareholders for any purpose or purposes, unless
otherwise provided by law, may be held at any time upon the call of any of the
persons authorized in the Articles of Incorporation of the Corporation, as from
time to time amended (hereinafter called the "Articles"), to call a special
meeting of the shareholders. Except as provided in the Articles, no other person
shall be authorized or entitled to call a special meeting of the shareholders.
Section 1.4. NOTICE OF MEETINGS.
Except as otherwise provided by law or the Articles, not less than ten nor
more than sixty days' notice in writing of the place, day, hour and purpose or
purposes of each meeting of the shareholders, whether annual or special, shall
be given to each shareholder of record of the Corporation entitled to vote at
such meeting, either by the delivery thereof to such shareholder personally or
by the mailing thereof to such shareholder in a postage prepaid envelope
addressed to such shareholder at his address as it appears on the stock transfer
books of the Corporation. Notice of any meeting of shareholders shall not be
required to be given to any shareholder who shall attend the meeting in person
or by proxy, unless attendance is for the express purpose of objecting to the
transaction of any business because the meeting was not lawfully called or
convened, or who shall waive notice thereof in a writing signed by the
shareholder before, at or
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after such meeting. Notice of any adjourned meeting need not be given, except
when expressly required by law.
Section 1.5. QUORUM.
Shares representing a majority of the votes entitled to be cast on a matter
by all classes or series that are entitled to vote thereon and be counted
together collectively, represented in person or by proxy at any meeting of the
shareholders, shall constitute a quorum for the transaction of business thereat
with respect to such matter, unless otherwise provided by law or the Articles.
In the absence of a quorum at any such meeting or any adjournment or
adjournments thereof, the chairman of such meeting or the holder of shares
representing a majority of the votes cast on the matter of adjournment, either
in person or by proxy, may adjourn such meeting from time to time until a quorum
is obtained. At any such adjourned meeting at which a quorum has been obtained,
any business may be transacted that might have been transacted at the meeting as
originally called.
Section 1.6. VOTING.
Unless otherwise provided by law or the Articles, at each meeting of the
shareholders each shareholder entitled to vote at such meeting shall be entitled
to one vote for each share of stock standing in his name on the books of the
Corporation upon any date fixed as hereinafter provided, and may vote either in
person or by proxy in writing. Unless demanded by a shareholder present in
person or represented by proxy at any meeting of the shareholders and entitled
to vote thereon or so directed by the chairman of the meeting, the vote on any
matter need not be by ballot. On a vote by ballot, each ballot shall be signed
by the shareholder voting or his proxy, and it shall show the number of shares
voted.
Section 1.7. JUDGES.
One or more judges or inspectors of election for any meeting of
shareholders may be appointed by the chairman of such meeting, for the purpose
of receiving and taking charge of proxies and ballots and deciding all questions
as to the qualification of voters, the validity of proxies and ballots and the
number of votes properly cast.
Section 1.8. CONDUCT OF MEETING.
The chairman of the meeting at each meeting of shareholders shall have all
the powers and authority vested in presiding officers by law or practice,
without restriction, as well as the authority to conduct an orderly meeting and
to impose reasonable limits on the amount of time taken up in remarks by any one
shareholder.
ARTICLE II
BOARD OF DIRECTORS
Section 2.1. NUMBER, TERM, ELECTION.
The property, business and affairs of the Corporation shall be managed
under the direction of the Board as from time to time constituted. The number of
directors on the Board
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shall be two (2). Each director shall be elected to hold office until the next
succeeding annual meeting of shareholders and shall hold office until such
director's successor shall have been elected and qualifies, or until such
earlier time as such director shall resign, die or be removed. No director need
be a shareholder.
Section 2.2. COMPENSATION.
Each director, in consideration of such director's serving as such, shall
be entitled to receive from the Corporation such amount per annum or such fees
for attendance at Board and Committee meetings, or both, in cash or other
property, including securities of the Corporation, as the Board shall from time
to time determine, together with reimbursements for the reasonable expenses
incurred by such director in connection with the performance of such director's
duties. Nothing contained herein shall preclude any director from serving the
Corporation, or any subsidiary or affiliated corporation, in any other capacity
and receiving proper compensation therefor. If the Board adopts a resolution to
that effect, any director may elect to defer all or any part of the annual and
other fees hereinabove referred to for such period and on such terms and
conditions as shall be permitted by such resolution.
Section 2.3. PLACE OF MEETINGS.
The Board may hold its meetings at such place or places within or without
the State of Florida as it may from time to time by resolution determine or as
shall be specified or fixed in the respective notices or waivers of notice
thereof.
Section 2.4. ORGANIZATIONAL MEETING.
As soon as practicable after each annual election of directors, the newly
constituted Board shall meet for the purposes of organization. At such
organizational meeting, the newly constituted Board shall elect officers of the
Corporation and transact such other business as shall come before the meeting.
Any organizational meeting may be held at any time or place designated by the
Board from time to time.
Section 2.5. REGULAR MEETINGS.
Regular meetings of the Board may be held at such time and place as may
from time to time be specified in a resolution adopted by the Board then in
effect, and, unless otherwise required by such resolution, or by law, notice of
any such regular meeting need not be given.
Section 2.6. SPECIAL MEETINGS.
Special meetings of the Board shall be held whenever called by the Chairman
of the Board of Directors, by the President or by the Secretary at the request
of a majority of the directors then in office. Notice of a special meeting shall
be mailed to each director, addressed to him at his residence or usual place of
business, not later than the third day before the day on which such meeting is
to be held, or shall be sent addressed to him at such place by facsimile,
telegraph, cable or wireless, or be delivered personally or by telephone, not
later than the day before the day on which such meeting is to be held. Neither
the business to be transacted at, nor
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the purpose of, any regular or special meeting of the Board need be specified in
the notice of such meeting, unless required by the Articles.
Section 2.7. QUORUM.
At each meeting of the Board the presence of a majority of the number of
directors fixed by these Bylaws shall be necessary to constitute a quorum. The
act of a majority of the directors present at a meeting at which a quorum shall
be present shall be the act of the Board, except as may be otherwise provided by
law or by these Bylaws. Any meeting of the Board may be adjourned by a majority
vote of the directors present at such meeting. Notice of any adjourned meeting
need not be given.
Section 2.8. WAIVERS OF NOTICE OF MEETINGS.
Notwithstanding anything in these Bylaws or in any resolution adopted by
the Board to the contrary, notice of any meeting of the Board need not be given
to any director if such notice shall be waived in writing signed by such
director before, at or after the meeting, or if such director shall be present
at the meeting. Any meeting of the Board shall be a legal meeting without any
notice having been given or regardless of the giving of any notice or the
adoption of any resolution in reference thereto, if every member of the Board
shall be present thereat. Except as otherwise provided by law or these Bylaws,
waivers of notice of any meeting of the Board need not contain any statement of
the purpose of the meeting.
Section 2.9. TELEPHONE MEETINGS.
Members of the Board or any committee may participate in a meeting of the
Board or such committee by means of a conference telephone or other means of
communication whereby all directors participating may simultaneously hear each
other during the meeting, and participation by such means shall constitute
presence in person at such meeting.
Section 2.10. ACTIONS WITHOUT MEETINGS.
Any action that may be taken at a meeting of the Board or of a committee
may be taken without a meeting if a consent in writing, setting forth the
action, shall be signed, either before or after such action, by all of the
directors or all of the members of the committee, as the case may be. Such
consent shall have the same force and effect as a unanimous vote.
ARTICLE III
COMMITTEES
Section 3.1. CREATION OF COMMITTEES.
To the extent permitted by law, the Board may from time to time by
resolution adopted by a majority of the number of directors then in office
create such committees of directors as the Board shall deem advisable and with
such limited authority, functions and duties as the Board shall by resolution
prescribe. The Board shall have the power to change the members of any such
committee at any time, to fill vacancies, and to discharge any such committee,
either with or without cause, at any time.
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ARTICLE IV
OFFICERS
Section 4.1. NUMBER, TERM, ELECTION.
The officers of the Corporation shall be a Chairman of the Board of
Directors, a President, a Secretary and a Treasurer. The Board may appoint such
other officers and such assistant officers and agents with such powers and
duties as the Board may find necessary or convenient to carry on the business of
the Corporation. Such officers and assistant officers shall serve until their
successors shall be elected and qualify, or as otherwise provided in these
Bylaws. Any two or more offices may be held by the same person.
Section 4.2. CHAIRMAN OF THE BOARD OF DIRECTORS.
The Chairman of the Board of Directors shall, subject to the control of the
Board, have full authority and responsibility for directing the conduct of the
business, affairs and operations of the Corporation and shall preside at all
meetings of the Board and of the shareholders. The Chairman of the Board of
Directors shall perform such other duties and exercise such other powers as may
from time to time be prescribed by the Board.
Section 4.3. PRESIDENT.
The President shall be the chief operating officer of the Corporation and
shall have such powers and perform such duties as may from time to time be
prescribed by the Board or by the Chairman of the Board of Directors. The
President may sign and execute in the name of the Corporation deeds, contracts
and other instruments, except in cases where the signing and the execution
thereof shall be expressly delegated by the Board or by these Bylaws to some
other officer or agent of the Corporation or shall be required by law otherwise
to be signed or executed.
Section 4.4. VICE PRESIDENTS.
Each Vice President, if any, shall have such powers and perform such duties
as may from time to time be prescribed by the Board, the Chairman of the Board
of Directors, the President or any officer to whom the Chairman of the Board of
Directors or the President may have delegated such authority. Any Vice President
of the Corporation may sign and execute in the name of the Corporation deeds,
contracts and other instruments, except in cases where the signing and execution
thereof shall be expressly delegated by the Board or by these Bylaws to some
other officer or agent of the Corporation or shall be required by law otherwise
to be signed or executed.
Section 4.5. TREASURER.
The Treasurer shall have such powers and perform such duties as may from
time to time be prescribed by the Board, the Chairman of the Board of Directors,
the President or any officer to whom the Chairman of the Board of Directors or
the President may have delegated such authority. If the Board shall so
determine, the Treasurer shall give a bond for the faithful performance of the
duties of the office of the Treasurer, in such sum as the Board may determine
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to be proper, the expense of which shall be borne by the Corporation. To such
extent as the Board shall deem proper, the duties of the Treasurer may be
performed by one or more assistants, to be appointed by the Board.
Section 4.6. SECRETARY.
The Secretary shall keep the minutes of meetings of shareholders, of the
Board, and, when requested, of committees of the Board, and shall attend to the
giving and serving of notices of all meetings thereof. The Secretary shall keep
or cause to be kept such stock transfer and other books, showing the names of
the shareholders of the Corporation, and all other particulars regarding them,
as may be required by law. The Secretary shall also perform such other duties
and exercise such other powers as may from time to time be prescribed by the
Board, the Chairman of the Board of Directors, the President or any officer to
whom the Chairman of the Board of Directors or the President may have delegated
such authority. To such extent as the Board shall deem proper, the duties of the
Secretary may be performed by one or more assistants, to be appointed by the
Board.
ARTICLE V
REMOVALS AND RESIGNATIONS
Section 5.1. REMOVAL OF OFFICERS.
Any officer, assistant officer or agent of the Corporation may be removed
at any time, either with or without cause, by the Board in its absolute
discretion. Any officer or agent appointed otherwise than by the Board of
Directors may be removed at any time, either with or without cause, by any
officer having authority to appoint such an officer or agent, except as may be
otherwise provided in these Bylaws. Any such removal shall be without prejudice
to the recovery of damages for breach of the contract rights, if any, of the
officer, assistant officer or agent removed. Election or appointment of an
officer, assistant officer or agent shall not of itself create contract rights.
Section 5.2. RESIGNATION.
Any director, officer or assistant officer of the Corporation may resign as
such at any time by giving written notice of his resignation to the Board, the
Chairman of the Board of Directors or the Secretary of the Corporation. Such
resignation shall take effect at the time specified therein or, if no time is
specified therein, at the time of delivery thereof, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 5.3. VACANCIES.
Any vacancy in the office of any officer or assistant officer caused by
death, resignation, removal or any other cause, may be filled by the Board for
the unexpired portion of the term.
ARTICLE VI
CONTRACTS, LOANS, CHECKS, DRAFTS, DEPOSITS, ETC.
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Section 6.1. EXECUTION OF CONTRACTS.
Except as otherwise provided by law or by these Bylaws, the Board (i) may
authorize any officer, employee or agent of the Corporation to execute and
deliver any contract, agreement or other instrument in writing in the name and
on behalf of the Corporation, and (ii) may authorize any officer, employee or
agent of the Corporation so authorized by the Board to delegate such authority
by written instrument to other officers, employees or agents of the Corporation.
Any such authorization by the Board may be general or specific and shall be
subject to such limitations and restrictions as may be imposed by the Board. Any
such delegation of authority by an officer, employee or agent may be general or
specific, may authorize re-delegation, and shall be subject to such limitations
and restrictions as may be imposed in the written instrument of delegation by
the person making such delegation.
Section 6.2. LOANS.
No loans shall be contracted on behalf of the Corporation and no negotiable
paper shall be issued in its name unless authorized by the Board. When
authorized by the Board, any officer, employee or agent of the Corporation may
effect loans and advances at any time for the Corporation from any bank, trust
company or other institution, or from any firm, corporation or individual, and
for such loans and advances may make, execute and deliver promissory notes,
bonds or other certificates or evidences of indebtedness of the Corporation and
when so authorized may pledge, hypothecate or transfer any securities or other
property of the Corporation as security for any such loans or advances. Such
authority may be general or confined to specific instances.
Section 6.3. CHECKS, DRAFTS, ETC..
All checks, drafts and other orders for the payment of money out of the
funds of the Corporation and all notes or other evidences of indebtedness of the
Corporation shall be signed on behalf of the Corporation in such manner as shall
from time to time be determined by the Board.
Section 6.4. DEPOSITS.
All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or
other depositories as the Board may select or as may be selected by the
Treasurer or any other officer, employee or agent of the Corporation to whom
such power may from time to time be delegated by the Board.
Section 6.5. VOTING OF SECURITIES.
Unless otherwise provided by the Board, the President may from time to time
appoint an attorney or attorneys, or agent or agents of the Corporation, in the
name and on behalf of the Corporation, to cast the votes that the Corporation
may be entitled to cast as the holder of stock or other securities in any other
corporation or other entity, any of whose stock or other securities may be held
by the Corporation, at meetings of the holders of the stock or other securities
of such other corporation or other entity, or to consent in writing, in the name
of the Corporation as such holder, to any action by such other corporation or
other entity, and may instruct the person
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or persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Corporation and under its corporate seal, or otherwise, all such written
proxies or other instruments as such officer may deem necessary or proper in the
premises.
ARTICLE VII
CAPITAL STOCK
Section 7.1. SHARES.
Shares of the Corporation may but need not be represented by certificates.
When shares are represented by certificates, the Corporation shall issue
such certificates in such form as shall be required by the Virginia Stock
Corporation Act (the "VSCA") and as determined by the Board, to every
shareholder for the fully paid shares owned by such shareholder. Each
certificate shall be signed by, or shall bear the facsimile signature of, the
Chairman of the Board of Directors or the President and the Secretary or an
Assistant Secretary of the Corporation and may bear the corporate seal of the
Corporation or its facsimile. All certificates for the Corporation's shares
shall be consecutively numbered or otherwise identified.
The name and address of the person to whom shares (whether or not
represented by a certificate) are issued, with the number of shares and date of
issue, shall be entered on the share transfer books of the Corporation. Such
information may be stored or retained on discs, tapes, cards or any other
approved storage device relating to data processing equipment; provided that
such device is capable of reproducing all information contained therein in
legible and understandable form, for inspection by shareholders or for any other
corporate purpose.
When shares are not represented by certificates, then within a reasonable
time after the issuance or transfer of such shares, the Corporation shall send
the shareholder to whom such shares have been issued or transferred a written
statement of the information required by the VSCA to be included on
certificates.
Section 7.2. STOCK TRANSFER BOOKS AND TRANSFER OF SHARES.
The Corporation, or its designated transfer agent or other agent, shall
keep a book or set of books to be known as the stock transfer books of the
Corporation, containing the name of each shareholder of record, together with
such shareholder's address and the number and class or series of shares held by
such shareholder. Shares of stock of the Corporation shall be transferable on
the stock books of the Corporation by the holder in person or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary or the transfer agent, but, except as hereinafter provided in the case
of loss, destruction or mutilation of certificates, no transfer of stock shall
be entered until the previous certificate, if any, given for the same shall have
been surrendered and canceled. Transfer of shares of the Corporation represented
by certificates 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 holder of record thereof or by such holder's duly authorized agent,
transferee or legal representative, who shall furnish proper evidence of
authority to transfer with the Secretary of the Corporation or its designated
transfer agent or other agent. All certificates surrendered for transfer shall
be
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canceled before new certificates for the transferred shares shall be issued.
Except as otherwise provided by law, no transfer of shares shall be valid as
against the Corporation, its shareholders or creditors, for any purpose, until
it shall have been entered in the stock records of the Corporation by an entry
showing from and to whom transferred.
Section 7.3. HOLDER OF RECORD.
Except as otherwise required by the VSCA, the Corporation may treat the
person in whose name shares of stock of the Corporation (whether or not
represented by a certificate) stand of record on its books or the books of any
transfer agent or other agent designated by the Board as the absolute owner of
the shares and the person exclusively entitled to receive notification and
distributions, to vote, and to otherwise exercise the rights, powers and
privileges of ownership of such shares.
Section 7.4. 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 entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board 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 seventy days prior to the date on which the particular
action, requiring such determination of shareholders, is to be taken. 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 unless the Board fixes a new record date, which it shall do
if the meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting.
Section 7.5. LOST, DESTROYED OR MUTILATED CERTIFICATES.
In case of loss, destruction or mutilation of any certificate of stock,
another may be issued in its place upon proof of such loss, destruction or
mutilation and upon the giving of a bond of indemnity to the Corporation in such
form and in such sum as the Board may direct; provided that a new certificate
may be issued without requiring any bond when, in the judgment of the Board, it
is proper so to do.
Section 7.6. TRANSFER AGENT AND REGISTRAR; REGULATIONS.
The Corporation may, if and whenever the Board so determines, maintain in
the Commonwealth of Virginia or any other state of the United States, one or
more transfer offices or agencies and also one or more registry offices which
offices and agencies may establish rules and regulations for the issue, transfer
and registration of certificates. No certificates for shares of stock of the
Corporation in respect of which a transfer agent and registrar shall have been
designated shall be valid unless countersigned by such transfer agent and
registered by such registrar. The Board may also make such additional rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of shares represented by certificates and shares without
certificates.
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ARTICLE VIII
SEAL
The seal of the Corporation shall be a flat-face circular die, of which
there may be any number of counterparts of facsimiles, in such form as the Board
of Directors shall from time to time adopt as the corporate seal of the
Corporation.
EMERGENCY BYLAWS
Section 1. DEFINITIONS.
As used in these Emergency Bylaws, (a) the term "period of emergency" shall
mean any period during which a quorum of the Board cannot readily be assembled
because of some catastrophic event.
(b) the term "incapacitated" shall mean that the individual to whom
such term is applied shall not have been determined to be dead but shall be
missing or unable to discharge the responsibilities of his office; and
(c) the term "senior officer" shall mean the Chairman of the Board of
Directors, the President, any Vice President, the Treasurer and the Secretary,
and any other person who may have been so designated by the Board before the
emergency.
Section 2. APPLICABILITY.
These Emergency Bylaws, as from time to time amended, shall be operative
only during any period of emergency. To the extent not inconsistent with these
Emergency Bylaws, all provisions of the regular Bylaws of the Corporation shall
remain in effect during any period of emergency.
No officer, director or employee shall be liable for actions taken in good
faith in accordance with these Emergency Bylaws.
Section 3. BOARD OF DIRECTORS.
(a) A meeting of the Board may be called by any director or senior
officer of the Corporation. Notice of any meeting of the Board need be given
only to such of the directors as it may be feasible to reach at the time and by
such means as may be feasible at the time, including publication or radio, and
at a time less than twenty-four hours before the meeting if deemed necessary by
the person giving notice.
(b) At any meeting of the Board, four directors in attendance shall
constitute a quorum. Any act of a majority of the directors present at a meeting
at which a quorum shall be present shall be the act of the Board. If less than
four directors should be present at a meeting of the Board, any senior officer
of the Corporation in attendance at such meeting shall serve as a director for
such meeting, selected in order of rank and within the same rank in order of
seniority.
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(c) In addition to the Board's powers under the regular Bylaws of the
Corporation to fill vacancies on the Board, the Board may elect any individual
as a director to replace any director who may be incapacitated to serve until
the latter ceases to be incapacitated or until the termination of the period of
emergency, whichever first occurs. In considering officers of the Corporation
for election to the Board, the rank and seniority of individual officers shall
not be pertinent.
(d) The Board, during as well as before any such emergency, may change
the principal office or designate several alternative offices or authorize the
officers to do so.
Section 4. APPOINTMENT OF OFFICERS.
In addition to the Board's powers under the regular Bylaws of the
Corporation with respect to the election of officers, the Board may elect any
individual as an officer to replace any officer who may be incapacitated to
serve until the latter ceases to be incapacitated.
Section 5. AMENDMENTS.
These Emergency Bylaws shall be subject to repeal or change by further
action of the Board or by action of the shareholders, except that no such repeal
or change shall modify the provisions of the second paragraph of Section 2 with
regard to action or inaction prior to the time of such repeal or change. Any
such amendment of these Emergency Bylaws may make any further or different
provision that may be practical and necessary for the circumstances of the
emergency.
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