Exhibit 3.10
ANDREWS OFFICE SUPPLY & EQUIPMENT COMPANY
AMENDED AND RESTATED
B Y - L A W S
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Washington,
District of Columbia.
Section 2. The corporation may also have offices at such other places
both within and without the District of Columbia as the board of directors may
from time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. Meetings of the shareholders shall be held in the
Washington, DC.
Section 2. Annual meetings of shareholders, commencing with the year
1999, shall be held on 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. Special meetings of the shareholders may be called by the
president, the secretary, the board of directors, or by the holders of not less
than one-fifth of all the outstanding shares entitled to vote.
Section 4. Written or printed notice stating the place, day and hour of
the meeting, and, in case of a special meeting, the purpose or purposes for
which the meeting is called shall be
delivered not less than ten nor more than fifty days before the meeting, either
personally or by mail, by or at the direction of the president, the secretary,
or the officer calling the meeting to each shareholder of record entitled to
vote at such meeting. 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 records of the corporation, with the postage
thereon pre-paid.
Section 5. Business transacted at any special meeting of shareholders
shall be confined to the purposes stated in the notice thereof.
Section 6. A majority of the outstanding shares having voting power,
represented in person or by proxy, shall constitute a quorum at meetings of the
shareholders except as otherwise provided by statute or by the articles of
incorporation. If a meeting cannot be organized because a quorum has not
attended, then those present may adjourn the meeting from time to time without
notice other than announcement at the meeting, until a quorum is present or
represented. At such adjourned meeting at which a quorum is present or
represented any business may be transacted that might have been transacted at
the meeting as originally called.
Section 7. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares having voting power present in person or
represented by proxy shall decide any question brought before such meeting
except when the question is one upon which the express provision of the statutes
or of the articles of incorporation requires a different vote, then such express
provision shall govern and control the decision of such question. However, in
elections of directors, those receiving the greatest number of votes shall be
deemed elected though not receiving a majority.
Section 8. Each outstanding share shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders unless otherwise
provided in the articles of incorporation. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or by his duly
authorized attorney in fact. No proxy shall be valid after eleven months from
the date of its execution, unless otherwise provided in the proxy.
Section 9. Any action required by the statutes to be taken at a
meeting of the shareholders, or any other action which may be taken at 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.
ARTICLE III
DIRECTORS
Section 1. The number of directors of the corporation shall be three.
The directors shall be elected at the annual meeting of the shareholders, except
as provided in Section 2 of this Article, and each director elected shall hold
office until his successor is elected and qualified. Directors need not be
shareholders.
Section 2. Any directorship to be filled by reason of an increase in
the number of directors may be filled by election at an annual meeting or at a
special meeting of the shareholders entitled to vote called for that purpose.
Any vacancy occurring in the board of directors for any cause other than by
reason of an increase in the number of directors may be filled by affirmative
vote of a majority of the remaining directors, though less than a quorum of
the board of directors, unless the articles of incorporation otherwise provide.
A director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.
Section 3. The business and 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 or by the articles
of incorporation or these by-laws directed or required to be exercised and done
by the shareholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. Meetings of the board of directors, regular or special, may
be held within or without the District of Columbia.
Section 5. 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. Notice of such meeting shall not be
necessary to the newly elected directors in order legally to constitute the
meeting provided a quorum shall be present. In the event of the failure of the
shareholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the shareholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.
Section 7. Special meetings of the board of directors may be called by
the president or secretary on the written request of two directors. Written
notice of special meetings of the board of directors shall be given to each
director at least two days before the date of the meeting.
Section 8. A majority of the directors shall constitute a quorum for
the transaction of business and 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. If a quorum shall not be present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time without notice other than announcement at the meeting, until a quorum shall
be present.
Section 9. 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.
EXECUTIVE COMMITTEE
Section 10. The board of directors, by resolution adopted by a majority
of the whole board, may designate two or more directors to constitute an
executive committee, which committee, to the extent provided in such resolution
shall have and may exercise all of the authority of the board of directors in
the management of the business and affairs of the corporation.
Section 11. The executive committee shall keep regular minutes of its
proceedings and report the same to the board when required.
COMPENSATION OF DIRECTORS
Section 12. The directors may be paid their expenses, if any, of
attendance at each meeting of the board of directors and may be paid a fixed sum
for attendance at each meeting of the board of directors 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. Members
of the executive committee may be allowed like compensation for attending
committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and shareholders shall be in writing
and delivered personally or by mail to the directors or shareholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when same shall be mailed. Notice to directors
may also be given by telegram.
Section 2. Whenever any notice whatever is required to be given under
the provisions of the statutes or under the provisions of the articles of
incorporation or of 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.
Section 3. 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 or waiver of notice of such meeting.
ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall consist of a
president, one or more vice presidents, a secretary and a treasurer, each of
whom shall be elected by the board of directors. Any two or more offices may be
held by the same person, except the offices of president and secretary.
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 elect or appoint such other
officers, assistant officers and agents as it shall deem necessary who shall
hold their offices for such terms and shall have authority and perform such
duties as shall be determined from time to time by the board.
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 or agent elected or
appointed by the board of directors may be removed by the board of directors
whenever, in its judgment, the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise 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 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 10. 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 12. 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 13. 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 14. 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 VI
CERTIFICATES FOR SHARES
Section 1. The shares of the corporation shall be represented by
certificates signed by the president or a vice-president and the secretary or an
assistant secretary and sealed with the seal of the corporation. Such seal may
be a facsimile. No certificate shall be issued for any share until such share is
fully paid. Each certificate representing shares shall state that the
corporation is organized under the laws of the District of Columbia, the name of
the person to whom issued, the number and class of shares which such certificate
represents and the par value of each share represented by such certificate, or a
statement that the shares are without par value. If the corporation shall be
authorized to issue shares of more than one class, the designations,
preferences, limitations and relative rights of the shares of each class
authorized to be issued shall be stated in full or in the form of a summary
either upon the face or back of each certificate, or the certificate shall have
a statement that the corporation will furnish to any shareholder upon request
and without charge, a full or summary statement of the designations,
preferences, limitations, and relative rights of the shares of each class
authorized to be issued and, if the
corporation is authorized to issue any preferred or special class in series, the
variations in the relative rights and preferences between the shares of each
such series so far as the same have been fixed and determined, and the authority
of the board of directors to fix and determine the relative rights and
preferences of subsequent series.
The limitations and the restrictions upon the transferability of any
certificate shall either be stated in full or in the form of a summary either
upon the face or back of each certificate or a statement, upon the face or back
of each certificate, shall be made that the corporation will furnish to any
shareholder upon request and without charge such full or summary statement.
Section 2. Where certificates are countersigned by a transfer agent
other than the corporation itself, or an employee of the corporation, or by a
transfer clerk and registered by a registrar, the signatures of the president or
vice-president and the secretary or assistant secretary upon such certificate
may be facsimiles. In case any officer who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the corporation
with the same effect as if such officer had not ceased to hold office at the
date of its issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificates for shares to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost or destroyed.
TRANSFERS OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS AND FIXING RECORD DATE
Section 5. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders, or shareholders entitled
to receive payment of any dividend, or in order to make a determination of
shareholders for any proper purpose, the board of directors may provide that
the stock-transfer books shall be closed for a stated period but not to
exceed, in any case, fifty days. If the stock-transfer books shall be closed
for the purpose of determining shareholders entitled to notice of or to vote
at a meeting of shareholders, such books shall be closed for at least ten
days immediately preceding such 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 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.
REGISTERED SHAREHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and 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 the District of Columbia.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. The board of directors may declare and the corporation may
pay dividends on its outstanding shares in cash, property, or its own shares
pursuant to law and subject to the provisions of its articles of incorporation.
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 or reserves to meet contingencies, or for equalizing dividends, or 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,
District of Columbia". The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended, or repealed or new
by-laws adopted at any regular meeting of the board of directors or at any
special meeting of the board of directors if notice of such proposed action be
contained in the notice of such special meeting.