BY-LAWS
OF
EMPIRE PRESS, INC.
TABLE OF CONTENTS
Section
SHAREHOLDERS 1
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1.01 Place of Meetings 1
1.02 Regular Meetings 1
1.03 Special Meetings 1
1.04 Meetings Held Upon Shareholder Demand 1
1.05 Adjournments 2
1.06 Notice of Meetings 2
1.07 Waiver of Notice 2
1.08 Quorum; Acts of Shareholders 2
1.09 Voting Rights 2
1.10 Proxies 3
1.11 Action Without a Meeting 3
DIRECTORS 3
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2.01 Number; Qualifications 3
2.02 Term 3
2.03 Vacancies 3
2.04 Place of Meetings 4
2.05 Regular Meetings 4
2.06 Special Meetings 4
2.07 Waiver of Notice; Previously Scheduled Meetings 4
2.08 Quorum; Acts of Board 4
2.09 Electronic Communications 5
2.10 Absent Directors 5
2.11 Action Without a Meeting 5
2.12 Committees 5
2:13 Special Litigation Committee 6
2.14 Compensation 6
OFFICERS 6
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3.01 Number and Designation 6
3.02 President 6
3.03 Vice Presidents 6
3.04 Secretary 7
3.05 Treasurer 7
3.06 Authority and Duties 7
3.07 Term 7
3.08 Salaries 8
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INDEMNIFICATION 8
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4.01 Indemnification 8
4.02 Insurance 8
SHARES 8
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5.01 Certificated Shares 8
5.02 Declaration of Dividends and Other Distributions 9
5.03 Transfer of Shares 9
5.04 Record Date 9
MISCELLANEOUS 9
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6.01 Execution of Instruments 9
6.02 Advances 9
6.03 Corporate Seal 10
6 04 Fiscal Year 10
6.05 Amendments 10
This Table of Contents is not part of the By-laws of the Corporation. It
is intended merely to aid in the utilization of the By-laws.
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BY-LAWS
of
EMPIRE PRESS, INC.
SHAREHOLDERS
Section 1.01 Place of Meetings. Each meeting of the shareholders shall be
held at the principal executive office of the Corporation or at such other place
as may be designated by the Board of Directors or the President; provided,
however, that any meeting called by or at the demand of a shareholder or
shareholders shall be held in the county where the principal executive office of
the Corporation is located.
Section 1.02 Regular Meetings. Annual meetings of the shareholders may be
held on an annual or other less frequent basis as determined by the Board of
Directors; provided, however, that if a regular meeting has not been held during
the immediately preceding 15 months, a shareholder or shareholders holding three
percent or more of the voting power of all shares entitled to vote may demand a
regular meeting of shareholders by written demand given to the President of the
Corporation. At each regular meeting the shareholders shall elect qualified
successors for directors who serve for an indefinite term or whose terms have
expired or are due to expire within six months after the date of the meeting and
may transact any other business, provided, however, that no business with
respect to (which special notice is required by law shall be transacted unless
such notice shall have been given.
Section 1.03 Special Meetings. A special meeting of the shareholders may be
called for any purpose or purposes at any time by the President; by the Board of
Directors; or by one or more shareholders holding not less than ten percent of
the voting power of all shares of the Corporation entitled to vote, who shall
demand such special meeting by written notice given to the President of the
Corporation specifying the purposes of such meeting.
Section 1.04 Meetings Held Upon Shareholder Demand. Within 30 days of
receipt of a demand by the President from any shareholder or shareholders
entitled to call a meeting of the shareholders, it shall be the duty of the
Board of Directors of the Corporation to cause a special or regular meeting of
shareholders, as the case may be, to be duly called and held on notice no later
than 90 days after receipt of such demand. If the Board of Directors fails to
cause such a meeting to be called and held as required by this Section, the
shareholder or shareholders making the demand may call the meeting by giving
notice as provided in Section 1.06 hereof at the expense of the Corporation.
Section 1.05 Adjournments. Any meeting of the shareholders may be adjourned
from time to time to another date, time and place. If any meeting of the
shareholders is so adjourned, no notice as to such adjourned meeting need be
given if the date, time and place at which the meeting will be reconvened are
announced at the time of adjournment.
Section 1.06 Notice of Meetings. Except as otherwise specified in Section
1.05 or required by law, written notice of each meeting of the shareholders,
stating the date, time and place and, in the case of a special meeting, the
purpose or purposes, shall be given at least ten days and not more than 60 days
prior to the meeting to every holder of shares entitled to vote at such meeting.
The business transacted at a special meeting of shareholders is limited to the
purposes stated in the notice of the meeting.
Section 1.07 Waiver of Notice. A shareholder may waive notice of the date,
time, place and purpose or purposes of a meeting of shareholders. A waiver of
notice by a shareholder entitled to notice is effective whether given before, at
or after the meeting, and whether given in writing, orally or by attendance.
Attendance by a shareholder at a meeting is a waiver' of notice of that meeting,
unless the shareholder objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened,
or objects before a vote on an item of business because the item may not
lawfully be considered at that meeting and does not participate in the
consideration of the item at that meeting.
Section l.O8 Quorum; Acts of Shareholders. The holders of a majority of the
voting power of the shares entitled to vote at a shareholders meeting are a
quorum for the transaction of business. If a quorum is present when a duly
called or held meeting is convened, the shareholders present may continue to
transact business until adjournment, even though the withdrawal of a number of
the shareholders originally present leaves less than the proportion or number
otherwise required for a quorum. Except as otherwise required by law or
specified in the Articles of Incorporation of the Corporation, the shareholders
shall take action by the affirmative vote of the holders of a majority of the
voting power of the shares present and entitled to vote at a duly held meeting
of shareholders.
Section l.09 Voting Rights. Subdivision 1. A shareholder shall have one
vote for each share held which is entitled to vote. Except as otherwise required
by law, a holder of shares entitled to vote may vote any portion of the shares
in any way the shareholder chooses. If a shareholder votes without designating
the proportion or number of shares voted in a particular way, the shareholder is
deemed to have voted all of the shares in that way.
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Subdivision 2. The Board may fix a date not more than 70 days before the
date of a meeting of shareholders as the date for the determination of the
holders of shares entitled to notice of and entitled to vote at the meeting.
When a date is so fixed, only shareholders on that date are entitled to notice
of and permitted to vote at that meeting of shareholders. If a meeting is
adjourned to a date more than 120 days after the original meeting, a new record
date shall be fixed by the Board.
Section 1.10 Proxies. A shareholder may cast or authorize the casting of a
vote by filing a written appointment of a proxy with an officer of the
Corporation at or before the meeting at which the appointment is to be
effective.
Section 1.11 Action Without a Meeting. Any action required or permitted to
be taken at a meeting of the shareholders of the Corporation may be taken
without a meeting by written action signed by all of the shareholders entitled
to vote on that action. The written action is effective when it has been signed
by all of those shareholders, unless a different effective time is provided in
the written action.
DIRECTORS
Section 2.01 Number; Qualifications. Except as authorized by the
shareholders pursuant to a shareholder control agreement or unanimous o
affirmative vote, the business and affairs of the Corporation shall be managed
by or under the direction of a Board of one or more directors. Directors shall
be natural persons. The shareholders at each regular meeting shall determine the
number of directors to constitute the Board, provided that thereafter the
authorized number of directors may be increased by the shareholders or the Board
and decreased by the shareholders. Directors need not be shareholders.
Section 2.02 Term. Each director shall serve for an indefinite term that
expires at the next regular meeting of the shareholders. A director shall hold
office until a successor is elected and has qualified or until the earlier
death, resignation, removal or disqualification of the director.
Section 2.03 Vacancies. Vacancies on the Board of Directors resulting from
the death, resignation, removal or disqualification of a director may be filled
by the affirmative vote of a majority of the remaining members of the Board,
though less than a quorum. Vacancies on the Board resulting from newly created
directorships may be filled by the affirmative vote of a majority of the
directors serving at the time such directorships are created. Each person
elected to fill a vacancy shall hold office until a qualified successor is
elected by the shareholders at the next regular meeting or at any special
meeting duly called for that purpose.
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Section 2.04 Place of Meetings. Each meeting of the Board of Directors
shall be held at the principal executive office of the Corporation or at such
other place as may be designated from time to time by a majority of the members
of the Board.
Section 2.05 Regular Meetings. Regular meetings of the Board of Directors
for the election of officers and the transaction of any other business shall be
held without notice at the place of and immediately after each regular meeting
of the shareholders.
Section 2.06 Special Meetings. A special meeting of the Board of Directors
may be called for any purpose or purposes at any time by any member of the Board
by giving not less than two days' notice to all directors of the date, time and
place of the meeting, provided that when notice is mailed, at least four days'
notice shall be given. The notice need not state the purpose of the meeting.
Section 2.07 Waiver of Notice; Previously Scheduled Meetings. Subdivision
1. A director of the Corporation may waive notice of the date, time and place of
a meeting of the Board. A waiver of notice by a director entitled to notice is
effective whether given before, at or after the meeting, and whether given in
writing, orally or by attendance. Attendance by a director at a meeting is a
waiver of notice of that meeting, unless the director objects at the beginning
of the meeting to the transaction of business because the meeting is not
lawfully called or convened and thereafter does not participate in the meeting.
Subdivision 2. If the day or date, time and place of a Board meeting have
been provided herein or announced at a previous meeting of the Board, no notice
is required. Notice of an adjourned meeting need not be given other than by
announcement at the meeting at which adjournment is taken of the date, time and
place at which the meeting will be reconvened.
Section 2.O8 Quorum. Acts of Board. The presence in person of a majority of
the directors currently holding office shall be necessary to constitute a quorum
for the transaction of business. In the absence of a quorum, a majority of the
directors present may adjourn a meeting from time to time without further notice
until a quorum is present. If a quorum is present when a duly held meeting is
convened, the directors present may continue to transact business until
adjournment, even though the withdrawal of a number of the directors originally
present leaves less than the proportion or number otherwise required for a
quorum. Except as otherwise required by law or specified in the Articles of
Incorporation of the Corporation, the Board shall take action by the affirmative
vote of a majority of the directors present at a duly held meeting.
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Section 2.O9 A conference among directors by any means of communication
through which the directors may simultaneously hear each other during the
conference constitutes a Board meeting, if the same notice is given of the
conference as would be required for a meeting, and if the number of directors
participating in the conference would be sufficient to constitute a quorum at `a
meeting. A director may participate in a Board meeting not described in the
immediately preceding sentence by any means of communication through which the
director, other directors so participating and all directors physically present
at the meeting may simultaneously hear each other during the meeting.
Participation in a meeting by any means referred to in this Section 2.09
constitutes presence in person at the meeting.
Section 2.10 Absent Directors. A director of the Corporation may give
advance written consent or opposition to a proposal to be acted on at a Board
meeting. If the director is not present at the meeting, consent or opposition to
a proposal does not constitute presence for purposes of determining the
existence of a quorum, but consent or opposition shall be counted as a vote in
favor of or against the proposal and shall be entered in the minutes or other
record of action at the meeting, if the proposal acted on at the meeting is
substantially the same or has substantially the same effect as the proposal to
which the director has consented or objected.
Section 2.11 Action Without a Meeting. An action required or permitted to
be taken at a Board meeting may be taken without a meeting by written action
signed by all of the directors. The written action is effective when signed by
the last director, unless a different effective time is provided in the written
action.
Section 2.12 Committees. Subdivision 1. A resolution approved by the
affirmative vote of a majority of the Board may establish committees having the
authority of the Board in the management of the business of the Corporation only
to the extent provided in the resolution. Committees shall be subject at all
times to the direction and control of the Board, except as provided in Section
2.13.
Subdivision 2. A committee shall consist of two or more natural persons,
who need not be directors, appointed by affirmative vote of a majority of the
directors present at a duly held Board meeting.
Subdivision 3. Section 2.04 and Sections 2.06 to 2.11 hereof shall apply to
committees and members of committees to the same extent as those sections apply
to the Board and directors.
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Subdivision 4. Minutes, if any, of committee meetings shall be made
available upon request to members of the committee and to any director.
Section 2.13 Special Litigation Committee. Pursuant to the procedure set
forth in Section 2.12, the Board may establish a committee composed of one or
more independent directors or other independent persons to determine whether it
is in the best interests of the Corporation to pursue a particular legal right
or remedy of the Corporation and whether to cause, to the extent permitted by
law, the dismissal or discontinuance of a particular proceeding that seeks to
assert a right or remedy on behalf of the Corporation. The committee, once
established, is not subject to the direction or control of, or termination by,
the Board. A vacancy on the committee may be filled by a majority vote of the
remaining committee members. The good faith determinations of the committee are
binding upon the Corporation and its directors, officers and shareholders to
the extent permitted by law. The committee terminates when it issues a written
report of its determinations to the Board.
Section 2.14 Compensation. The Board may fix the compensation, if any, of
directors.
OFFICERS
Section 3.01 Number and Designation. The o Corporation shall have a
president and a secretary and such other officers as the Board of Directors deem
necessary for the operation and management of the Corporation, with such
powers, rights, duties and responsibilities as may be determined by the Board,
including, without limitation, one or more Vice Presidents and a Treasurer, each
of whom shall have the powers, rights, duties and responsibilities set forth in
these By-laws unless otherwise determined by the Board. Any of the offices or
functions of those offices may be held by the same person.
Section 3.02 President. Unless provided otherwise by a resolution adopted
by the Board of Directors, the President (a) shall have general active
management of the business of the Corporation; (b) shall, when present, preside
at all meetings of the shareholders and Board of Directors; (c) shall see that
all orders and resolutions of the Board are carried into effect; (d) may
maintain records of and certify proceedings of the Board and shareholders; and
(e) shall perform such other duties as may from time to time be assigned by the
Hoard of Directors.
Section 3.03 Vice Presidents. Any one or more Vice Presidents, if any, may
be designated by the Board of Directors as Executive Vice Presidents or Senior
Vice Presidents. During the absence or disability of the President, it shall be
the duty of the highest ranking Executive Vice President, and, in the
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absence of any such Vice President, it shall be the duty of the highest ranking
Senior Vice President or other Vice President, who shall be present at the time
and able to act, to perform the duties of the President. The determination of
who is the highest ranking of two or more persons holding the same office shall,
in the absence of specific designation of order of rank by the Board of
Directors, be made on the basis of the earliest date of appointment or election,
or, in the event of simultaneous appointment or election, on the basis of the
longest continuous employment by the Corporation.
Section 3.04 Secretary. Secretary, unless otherwise determined by the
Board, shall attend all meetings of the shareholders and all meetings of the
Board of Directors, shall record or cause to be recorded all proceedings thereof
in a book to be kept for that purpose, and may certify such proceedings. Except
as otherwise required or permitted by law or by these By-laws, the Secretary
shall give or cause to be given notice of all meetings of the shareholders and
all meetings of the Board of Directors.
Section 3.05 Treasurer. The Treasurer shall perform such duties as may from
time to time be assigned by the Board of Directors.
Section 3.06 Authority and Duties. In addition to the foregoing authority
and duties, all officers of the Corporation shall respectively have such
authority and perform such duties in the management of the business of the
Corporation as may be designated from time to time by the Board of Directors.
Unless prohibited by a resolution approved by the affirmative vote of a majority
of the directors present, an officer elected or appointed by the Board may,
without the approval of the Board, delegate some or all of the duties and powers
of an office to other persons.
Section 3.07 Term. Subdivision 1. All officers of the Corporation shall
hold office until their respective successors are chosen and have qualified or
until their earlier death, resignation or removal.
Subdivision 2. An officer may resign at any time by giving written notice
to the Corporation. The resignation is effective without acceptance when the
notice is given to the Corporation, unless a later effective date is specified
in the notice.
Subdivision 3. An officer may be removed at any time, with or without
cause, by a resolution approved by the affirmative vote of a majority of the
directors present at a duly held Board meeting.
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Subdivision 4. A vacancy in an office because of death, resignation,
removal, disqualification or other cause may, or in the case of a vacancy in the
office of President shall, be filled for the unexpired portion of the term by
the Board.
Section 3.08 Salaries. The salaries of all officers of the Corporation
shall be fixed by the Board of Directors or by the President if authorized by
the Board.
INDEMNIFICATION
Section 4.01 Indemnification. The Corporation shall indemnify such persons,
for such expenses and liabilities, in such manner, under such circumstances, and
to such extent, as required or permitted by the Virginia Stock Corporation Act,
as amended from time to time, or as required or permitted by other provisions of
law.
Section 4.02 Insurance. The Corporation may purchase and maintain insurance
on behalf of any person in such person's official capacity against any liability
asserted against and incurred by such person in or arising from that capacity,
whether or not the Corporation would otherwise be required to indemnify the
person against the liability.
SHARES
Section 5.01 Certificated Shares. Subdivision 1. The shares of the
Corporation shall be certificated shares. Each holder of duly issued
certificated shares is entitled to a certificate of shares.
Subdivision 2. Each certificate of shares of the Corporation shall be
signed `by the President or any Vice President, and the Secretary or any
Assistant Secretary, but when a certificate is signed by a transfer agent or a
registrar, the signature of any such officer may be a facsimile, engraved or
printed. If a person signs or has a facsimile signature placed upon a
certificate while an officer, transfer agent or registrar of the Corporation,
the certificate may be issued by the Corporation, even if the person has ceased
to serve in that capacity before the certificate is issued, with the same effect
as if the person had that capacity at the date of its issue.
Subdivision 3. A certificate representing shares issued by the Corporation
shall, if the Corporation is authorized to issue shares of more than one class
or series, set forth upon the face or back of the certificate, or shall state
that the Corporation will furnish to any shareholder upon request and without
charge, a full statement of the designations, preferences, limitations and
relative rights of
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the shares of each class or series authorized to be issued, so far as they have
been determined, and the authority of the Board to determine the relative rights
and preferences of subsequent classes or series.
Section 502 Declaration of Dividends and Other Distributions. The Board of
Directors shall have the authority to declare dividends and other distributions
upon the shares of the Corporation to the extent permitted by law.
Section 5.03 Transfer of Shares. Shares of the Corporation may be
transferred only on the books of the Corporation by the holder thereof, in
person or by such person's attorney. Shares shall be transferred only upon
surrender and cancellation of certificates for a like number of shares. The
Board of Directors, however, may appoint one or more transfer agents and
registrars to maintain the share records of the Corporation and to effect
transfers of shares.
Section 5.04 Record Date. The Board of Directors may fix a time, not
exceeding 60 days preceding the date fixed for the payment of any dividend or
other distribution, as a record date for the determination of the shareholders
entitled to receive payment of such dividend or other distribution, and in such
case only shareholders of record on the date so fixed shall be entitled to
receive payment of such dividend or other distribution, notwithstanding any
transfer of any shares on the books of the Corporation after any record date so
fixed.
MISCELLANEOUS
Section 6.01 Execution of Instruments. Subdivision 1. All deeds, mortgages,
bonds, checks, contracts and other instruments pertaining to the business and
affairs of the Corporation shall be signed on behalf of the Corporation by the
President, or any Vice President, or by such other person or persons as may be
designated from time to time by the Board of Directors.
Subdivision 2. If a document must be executed by persons holding different
offices or functions and one person holds such offices or exercises such
functions, that person may execute the document in more than one capacity if the
document indicates each such capacity.
Section 6.02 Advances. The Corporation may, without a vote of the
directors, advance money to its directors, officers or employees to cover
expenses that can reasonably be anticipated to be incurred by them in the
performance of their duties and for which they would be entitled to
reimbursement in the absence of an advance.
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Section 6.03 Corporate Seal. The Corporation shall have no corporate seal.
Section 6.04 Fiscal Year. The fiscal year of the Corporation shall end on
the Saturday nearest the last day of March.
Section 6.05 Amendments. The Board of Directors shall have the power to
adopt, amend or repeal the By-Laws of the Corporation, subject to the power of
the shareholders to change or repeal the same, provided, however, that the Board
shall not adopt, amend or repeal any By-Law fixing a quorum for meetings of
shareholders, prescribing procedures for removing directors or filling vacancies
in the Board, or fixing the number of directors or their classifications,
qualifications or terms of office, but may adopt or amend a By-Law that
increases the number of directors.