Exhibit 3.82
US OFFICE PRODUCTS, SOUTH CENTRAL DISTRICT, INC.
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AMENDED AND RESTATED
B Y - L A W S
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ARTICLE I
OFFICES
Section l. The registered office shall be located in Knoxville,
Tennessee.
Section 2. The corporation may also have offices at such other places
both within and without the State of Tennessee as the board of directors may
from time to time determine or the business of the corporation may require.
ARTICLE II
ANNUAL MEETINGS OF SHAREHOLDERS
Section l. All meetings of shareholders for the election of directors
shall be held in Nashville, State of Tennessee, at such place as may be fixed
from time to time by the board of directors.
Section 2. Annual meetings of shareholders, commencing with the year
1999, shall be held in the last week of June at 10:00 A.M., at which they shall
elect, by a plurality vote, a board of directors, and transact such other
business as may properly be brought before the meeting.
Section 3. Written or printed notice of the annual meeting stating the
date, time, and place of the meeting, shall be delivered not less than ten days
nor more than two months before the date of the meeting, either personally or by
mail, by or at the direction of the president, the secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting.
ARTICLE III
SPECIAL MEETINGS OF SHAREHOLDERS
Section l. Special meetings of shareholders for any purpose other than
the election of directors may be held at such time and place within or without
the State of Tennessee as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 2. Special meetings of the shareholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the charter, may be
called by the president, the board of directors, or upon written demand of at
least ten percent of all of the votes entitled to be cast on any issue proposed
to be considered.
Section 3. Written or printed notice of a special meeting, stating the
date, time, and place of the meeting and the purpose or purposes for which the
meeting is called, shall be delivered not less than ten days nor more than two
months before the date of the meeting, either personally or by mail, by or at
the direction of the president, the secretary, or the officer or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting.
Section 4. The business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice.
ARTICLE IV
QUORUM AND VOTING OF STOCK
Section l. A majority of the votes entitled to be cast on a matter by a
voting group constitutes a quorum of the voting group for action on that matter,
except as otherwise provided by statute or by the charter. If, however, such
quorum shall not be present or represented at any meeting of the shareholders,
the shareholders present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. 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.
Section 2. If a quorum is present, action on a matter by a voting group
is approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless the vote of a greater number of
affirmative votes is required by law or the charter.
Section 4. Any action required or permitted to be taken at a meeting of
the shareholders may be taken without a meeting, if one or more written consents
setting forth the action so taken shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTICLE V
DIRECTORS
Section l. The number of directors shall be 3. Unless the charter
otherwise provides, directors need not be residents of the State of Tennessee
nor shareholders of the corporation. The
directors, other than the first board of directors, shall be elected at the
annual meeting of the shareholders, and each director elected shall serve until
the next succeeding annual meeting and until his successor shall have been
elected and qualified. The first board of directors shall hold office until the
first meeting of shareholders
Section 2. Unless the charter provides otherwise, any vacancy occurring
in the board of directors, including a vacancy resulting from an increase in the
number of directors, may be filled by the shareholders, the board of directors,
or if the directors remaining in office constitute fewer than a quorum of the
board, the vacancy may be filled by the affirmative vote of a majority of the
directors remaining in office.
Section 3. The business affairs of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute, by the charter or by
these by-laws directed or required to be exercised or done by the shareholders.
Section 4. The directors may keep the books of the corporation, except
such as are required by law to be kept within the state, outside of the State of
Tennessee, at such place or places as they may from time to time determine.
Section 5. The board of directors, by the affirmative vote of a majority
of the directors then in office, and irrespective of any personal interest of
any of its members, shall have authority to establish reasonable compensation of
all directors for services to the corporation as directors, officers or
otherwise.
ARTICLE VI
MEETINGS OF THE BOARD OF DIRECTORS
Section l. Meetings of the board of directors, regular or special, may
be held either within or without the State of Tennessee.
Section 2. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
shareholders at the annual meeting or it may convene at such place and time as
shall be fixed by the consent in writing of all the directors. No notice of such
meeting shall be necessary to the newly elected directors in order to legally
constitute the meeting, provided a quorum shall be present.
Section 3. Regular meetings of the board of directors may be held upon
such notice, or without notice, and at such time and at such place as shall from
time to time be determined by the board.
Section 4. Special meetings of the board of directors may be called on
10 days' notice to each director, either personally, by mail or by telegram;
special meetings shall be called by the chairman of the board, the president, or
by any two directors.
Section 5. Attendance or participation of a director at any meeting
shall constitute a waiver of notice of such meeting, unless the director, at the
beginning of the meeting (or promptly upon his arrival), objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting. 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 or waiver of the notice of such meeting.
Section 6. A majority of the directors shall constitute a quorum for the
transaction of business, unless a greater number is required by law or by the
charter. The act of a majority of the directors present at any meeting at which
a quorum is present shall be the act of the board of directors, unless the act
of a greater number is required by statute or by the charter. If a quorum shall
not be present at any meeting of directors, the directors present thereat may
adjourn the meeting from time to time until a quorum shall be present. Notice of
such adjournment need not be given, other than by announcement at the time of
the adjournment, provided the meeting is not adjourned for more than one month
at any one time.
Section 7. Any action required or permitted to be taken at a meeting of
the directors may be taken without a meeting if one or more written consents,
setting forth the action so taken, shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof.
ARTICLE VII
COMMITTEES
Section l. The board of directors may create one or more committees that
may consist of one or more members. All members of committees exercising the
powers of the board of directors must be members of the board of directors and
serve at the board of directors' pleasure. To the extent specified by the board
of directors or charter, each committee shall have and exercise all of the
authority of the board of directors in the management of the corporation, except
as otherwise provided by law.
ARTICLE VIII
NOTICES
Section l. Whenever notice is required to be given to any director or
shareholder, under the provisions of the statutes, the charter or these by-laws,
it shall be construed to mean written notice, which may be by mail, addressed to
such director or shareholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time it is deposited in the United States mail. Notice to directors
may also be given by telegram.
Section 2. Whenever notice is required to be given under the provisions
of the statutes, the charter or these by-laws, a waiver thereof, in writing,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.
ARTICLE IX
OFFICERS
Section l. The officers of the corporation shall be chosen by the board
of directors, and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers.
Section 2. The board of directors, at its first meeting after each
annual meeting of shareholders, shall choose a president, one or more
vice-presidents, a secretary and a treasurer, none of whom need be a member of
the board.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board of directors.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the shareholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal 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 expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. The vice-president, or if there shall be more than one, the
vice-presidents in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president and shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders, and shall record all the
proceedings of the meetings of the corporation and of the board of directors in
a book to be kept for that purpose, and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall have
custody of the corporate seal of the corporation, and he, or an assistant
secretary, shall have authority to affix the same to any instrument requiring
it, and when so affixed, it may be attested by his signature or by the signature
of such assistant secretary. The board of directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by his signature.
Section l0. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors, shall,
in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary, and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate funds
and securities, and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall deposit all
moneys and other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by the board of directors.
Section l2. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section l3. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control, belonging to the corporation.
Section l4. The assistant treasurer or, if there shall be more than one,
the assistant treasurers in the order determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer, and shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
ARTICLE X
CERTIFICATES FOR SHARES
Section l. The shares of the corporation shall be represented by
certificates or shall be uncertificated. Each share certificate shall be signed
by the president or a vice-president and the secretary or treasurer or an
assistant secretary or treasurer of the corporation, or by the board of
directors, and may be sealed with the seal of the corporation or a facsimile
thereof.
When the corporation is authorized to issue different classes of shares
or different series within a class, there shall be set forth upon the face or
back of the certificate, or the certificate shall have a statement that the
corporation will furnish to any shareholder upon request and without charge, a
full statement of the designations, preferences, limitations, and relative
rights applicable to each class, and the variations in the relative rights,
preferences, and limitations determined for each series and the authority of the
board of directors to fix and determine the relative rights and preferences of
subsequent series.
Section 2. The signatures of the persons signing a share certificate may
be facsimiles. In case any person who has signed, or whose facsimile signature
has been placed upon such certificate, shall have ceased to hold such office
before such certificate is issued, the certificate is nevertheless valid.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate to be
issued in place of any certificate theretofore issued by the corporation, which
is alleged to have been lost or destroyed.
When authorizing such issue of a new certificate, the board of directors, in its
discretion and as a condition precedent to the issuance thereof, may prescribe
such terms and conditions as it deems expedient, and may require such
indemnities as it deems adequate, to protect the corporation from any claim that
may be made against it with respect to any such certificate alleged to have been
lost or destroyed.
TRANSFERS OF SHARES
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate representing shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, a new certificate shall be issued to the person entitled thereto, and
the old certificate shall be cancelled and the transaction recorded upon the
books of the corporation.
FIXING RECORD DATE
Section 5. 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 of
directors may fix a record date, in advance, that may not be more than seventy
days before the meeting or action requiring a determination of shareholders.
REGISTERED SHAREHOLDERS
Section 6. The corporation shall be entitled to recognize a person,
registered on its books as the owner of shares, as having the exclusive right to
receive dividends and to vote with respect to shares shown to be owned, as being
exclusively liable for calls and assessments upon shares shown to be owned, and
the corporation shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Tennessee.
LIST OF SHAREHOLDERS
Section 7. A list of shareholders as of the record date, certified by
the corporate officer responsible for its preparation or the transfer agent,
shall be open for inspection at any meeting of shareholders. If the right to
vote at any meeting is challenged, the person presiding thereat may rely on such
list as evidence of the right of the persons challenged to vote at such meeting.
ARTICLE XI
GENERAL PROVISIONS
DIVIDENDS
Section l. Subject to the law and any applicable provisions of the
charter, dividends may be declared by the board of directors at any regular or
special meeting, and may be paid in cash, in property or in shares of the
corporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends, such sum or sums as the
directors from time to time, in their absolute discretion, think proper, as a
reserve fund to meet contingencies, for equalizing dividends, for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.
CHECKS
Section 3. All checks or demands for money, and notes of the
corporation, shall be signed by such officer or officers, or such other person
or persons as the board of directors may from time to time designate.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall end on the last
Saturday of April.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Tennessee". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
ARTICLE XII
AMENDMENTS
Section l. These by-laws may be amended or repealed, or new by-laws may
be adopted, by the affirmative vote of a majority of the board of directors at
any regular or special meeting of the board unless the charter or law reserve
this power to the shareholders.