Exhibit 3.11 b
BY-LAWS OF
COLUMN, INC.
ARTICLE I - OFFICES
The corporation shall have and continuously maintain in the State of
Illinois (a) a registered office which may be, but need not be, the same as its
place of business and (b) a registered agent either an individual resident in
Illinois, or a corporation authorized to transact business in Illinois. The
resident agent's office shall be identical with the registered office. The
corporation may have other offices within or without the State of Illinois.
ARTICLE II - SHAREHOLDERS
1. ANNUAL MEETING
An annual meeting of the shareholder shall be held on the second Tuesday of
March in each year for the purpose of electing directors and for the transaction
of such other business as may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall be held on the next
succeeding business day.
2. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the president, by the
board of directors or by the holders of not less than one-fifth of all the
outstanding shares of the corporation. The purpose of the meeting shall be
stated in the call of the meeting.
3. PLACE OF MEETING
Meetings of shareholders may be held at such place, either within or
without the State of Illinois, as the board of directors determines. If no
determination is made, the place of meeting shall be at the registered office of
the Corporation in this State.
4. QUORUM
A majority of the outstanding shares entitled to vote on a matter
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders, but in no event shall a quorum consist of less than one-third of
the outstanding shares entitled so to vote. If less than a majority of the
outstanding shares is represented,
than a majority of the shares represented may adjourn the meeting at any time
without further notice. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting and entitled to vote on a
matter shall be the act of the shareholders, unless the vote of a greater number
or voting by classes is required by The Business Corporation Act, or the
articles of incorporation or these by-laws. Withdrawal of shareholders from a
meeting shall not cause failure of a quorum at the meeting.
5. VOTING OF SHARES
Each outstanding share, regardless of class, shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders.
Shares of its own stock belonging to the corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time, but shares of its own
stock held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
A shareholder may vote or express consent to corporate action either in
person or by proxy executed in writing by the shareholder or by the
shareholder's 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.
In all elections for directors every shareholder shall have the right to
vote, in person or by proxy, for the number of shares owned for as many persons
as there are directors to be elected, or to cumulate said shares, and give one
candidate as many votes as the number of directors multiplied by the number of
shares shall equal, or to distribute them on the same principle among as many
candidates as the shareholder chooses.
Voting shall be by ballot on order of the presiding officer or demand by
any shareholder. Otherwise, a voice vote shall be taken.
6. INFORMAL ACTION BY SHAREHOLDERS
Any action required 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 the holders of the number of shares required for action on the
subject matter thereof.
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ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS
The business and affairs of the corporation shall be managed by or under
the direction of its board of directors. The directors shall in all cases act as
a board, and they may adopt such rules and regulations for the conduct of their
meetings and the management of the corporation, as they may deem proper, not
inconsistent with these by-laws and the laws of the State of Illinois.
2. NUMBER, TENURE AND QUALIFICATIONS
The number of directors of the corporation shall be two. Each director
shall hold office until the next annual meeting of shareholders and until a
successor shall have been elected and qualified. Directors need not be residents
of Illinois or shareholders of the corporation. The number of directors may be
increased or decreased from time to time by amendment to the by-laws. A decrease
in the number of directors may not shorten the term of any director in office.
3. REGULAR MEETINGS
A regular meeting of the board of directors, shall be held without other
notice than this by-law immediately after, and at the same place as, the annual
meeting of shareholders. The board of directors may provide, by resolution, the
time and place for the holding of additional regular meetings without other
notice than such resolution.
4. SPECIAL MEETINGS
Special meetings of the board of directors may be called by or at the
request of the president or any two directors. The person or persons authorized
to call special meetings of the directors may fix the place for holding any
special meeting of the directors called by them.
5. DIRECTOR PARTICIPATION IN MEETING BY TELECOMMUNICATIONS
A director may participate in a meeting of the board of directors by means
of conference telephone or similar communications equipment enabling all
directors participating in the meeting to hear one another, and participation in
a meeting pursuant to this section shall constitute presence in person at such
meeting.
6. NOTICE
Notice of any special meeting shall be given at least days
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previously thereto by written notice delivered personally, or by telegram,
mailgram or mailed
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to each director at the director's business address. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram, or
mailgram such notice shall be deemed to be delivered when the telegram or
mailgram is delivered to the telegraph company. The attendance of a director at
a meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
7. QUORUM
At any meeting of the directors a majority of the number of directors fixed
by these by-laws shall constitute a quorum for the transaction of business. If
less than a majority of the directors is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.
8. MANNER OF ACTING
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the board of directors, unless a greater
number is required by law, the articles of incorporation or these by-laws.
9. REMOVAL OF DIRECTORS
One or more of the directors may be removed, with or without cause at a
meeting of shareholders by the affirmative vote of the holders of a majority of
the outstanding shares then entitled to vote at an election of directors, except
as follows:
(1) No director shall be removed at meeting of shareholders unless the
notice of such meeting shall state that a purpose of the meeting is to vote upon
the removal of one or more directors named in the notice. Only the named
director or directors may be removed at such meeting.
(2) In the case where the corporation shall have cumulative voting, if
less than the entire board is to be removed, no director may be removed, with or
without cause, if the votes cast against his or her removal would be sufficient
to elect him or her if then cumulatively voted at an election of the entire
board of directors.
(3) If a director is elected by a class or series of shares, he or she
may be removed only by the shareholders of that class or series.
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10. RESIGNATION
A director may resign at any time by giving written notice to the board of
directors, its chairman, or to the president or the secretary of the
corporation. Unless otherwise specified in the notice, the resignation shall
take effect upon receipt thereof by the board or such officer, and the
acceptance of the resignation shall not be necessary to make it effective.
11. PRESUMPTION OF ASSENT
A director of the corporation who is present at a meeting of the board of
directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless (1) the director's dissent is entered
in the minutes of the meeting, (2) a written dissent to such action is filed
with the person acting as the secretary of the meeting before the adjournment
thereof or (3) written dissent is forwarded by registered mail to the secretary
of the corporation immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of such action.
12. COMMITTEES
A majority of the directors may create one or more committees and appoint
members of the board to serve on the committee or committees. Each committee
shall have two or more members, who serve at the pleasure of the board.
Unless the appointment by the board of directors requires a greater number,
a majority of any committee shall constitute a quorum and a majority of a quorum
is necessary for committee action. A committee may act by unanimous consent in
writing without a meeting and, subject to the provisions of the by-laws or
action by the board of directors, the committee by majority vote of its members
shall determine the time and place of meetings and the notice required therefor.
To the extent specified by the board of directors, each committee may
exercise the authority of the board of directors to the extent permitted by law.
13. INFORMAL ACTION BY DIRECTOR
Unless specifically prohibited by the articles of incorporation or these
by-laws, any action required to be taken at a meeting of the board of directors
of the corporation, or any other action which may be taken at a meeting of the
board of directors or a committee thereof, 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, or by
all the members of such committee, as the case may be. Any such consent signed
by all the directors or all the members of the executive committee shall have
the same effect as a
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unanimous vote, and may be stated as such in any document filed with the
Secretary of State or elsewhere.
ARTICLE IV - OFFICERS
1. ADDITIONAL OFFICERS
In addition to the president, secretary, treasurer and any other officers
required by law, the corporation may have one or more vice presidents elected by
the board of directors, one of whom may be designated as executive vice
president. The corporation may also have such other or assistant officers as may
be elected by, or appointed in a manner prescribed by, the board of directors.
2. SENIORITY
The executive vice president, if there is one, shall be deemed senior to
all other vice presidents. Unless otherwise determined by, or under rules
prescribed by, the board of directors, seniority of any officer shall be
determined by length of continuous service in that office.
3. CONTINUATION IN OFFICE
Unless otherwise provided by the board of directors, every officer shall
serve until death, incapacity, resignation or removal by the board of directors.
Any resignation or removal shall be without prejudice to any contractual rights
of the corporation or the officer.
4. DUTIES IN GENERAL
Subject to these by-laws, the authority and duties of all officers shall be
determined by, or in the manner prescribed by, the board of directors. Except as
may be specifically restricted by the board of directors, any officer may
delegate any of his or her authority and duties to any subordinate officer.
5. DUTIES OF PRESIDENT
The president shall be the principal executive officer of the corporation
and, subject to the control of the board of directors, shall in general
supervise and control all of the business and affairs of the corporation. The
president may sign, with the secretary or any other proper officer of the
corporation authorized by the board of directors, contracts, or other
instruments that the board of directors has authorized to be executed, except in
cases where the signing and execution shall be expressly delegated by the board
of directors or by these by-laws to some other officer or agent of the
corporation or shall be required by law to be otherwise signed or executed,
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and in general shall perform all duties incident to the office of president and
such other duties as may be prescribed by the board of directors from time to
time.
6. DUTIES OF VICE-PRESIDENT
In the absence or incapacity of the president, the senior vice president
shall perform the duties of the president and when so acting shall have all the
powers of and be subject to all the restrictions upon the president. Each vice
president shall perform any other duties as my be assigned by the president or
by the board of directors.
7. DUTIES OF SECRETARY
The secretary shall keep the minutes of the shareholders' and the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
otherwise required, be custodian of the corporate records and of the seal of the
corporation, keep a register of the post office addresses of each shareholder,
have general charge of the share transfer books of the corporation, and in
general perform all duties incident to the office of secretary and other duties
as may be assigned by the president or by the board of directors.
8. DUTIES OF TREASURER
If required by the board of directors, the treasurer shall give a bond for
the faithful discharge of his or her duties in a sum and with any surety or
sureties as the board of directors shall determine. The treasurer shall have
charge and custody of and be responsible for all funds and securities of the
corporation, receive and give receipts for monies due and payable to the
corporation from any source whatsoever, and deposit all such monies in the name
of the corporation in the banks, trust companies or other depositories as shall
be selected in accordance with these by-laws, and in general perform all the
duties incident to the office of treasurer and such other duties as may be
assigned by the president or the board of directors.
ARTICLE V - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. FORM OF CERTIFICATES
Certificates representing shares shall be in the form determined by the
board of directors. All certificates issued shall be consecutively numbered or
otherwise appropriately identified.
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2. SHARE TRANSFER LEDGER
There shall be kept a share transfer ledger in which shall be entered full
and accurate records including the names and addresses of all shareholders, the
number of shares issued to each shareholder and the dates of issuance. All
transfers of shares shall be promptly reflected in the share transfer ledger.
Unless otherwise directed by the board of directors, the share transfer ledger
shall be kept at the principal office of the corporation.
3. TRANSFER OF SHARES
Upon (a) receipt of the certificate representing the shares to be
transferred, either duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, (b) payment of any required
transfer taxes, and (c) payment of any reasonable charge the board of directors
may have established, the surrendered certificate shall be cancelled and a new
certificate or certificates shall be issued to the person(s) entitled to it.
4. REPLACEMENT CERTIFICATES
Replacement certificates will be issued at the request of the shareholder
upon payment of any reasonable charge the board of directors may have
established. In case of a lost, mislaid, destroyed or mutilated certificate,
proof of the facts, by affidavit or otherwise, may also be required, as may be a
bond or other proper indemnification for the corporation and its agents.
5. RECORD OWNER TO BE TREATED AS OWNER
Unless otherwise directed by a court of competent jurisdiction, the
corporation shall treat the holder of record of any share as the holder in fact
and accordingly shall not recognize any equitable or other claim to or interest
in the shares on the part of any other persons, whether or not it shall have
express or other notice of it.
ARTICLE VI - AMENDMENTS
Unless the power to make, alter, amend or repeal the by-laws is reserved to
the shareholders by the articles of incorporation, the by-laws of the
corporation may be made, altered, amended or repealed by the shareholders or the
board of directors, but no by-law adopted by the shareholders may be altered,
amended or repealed by the board of directors if the by-laws so provide. The
by-laws may contain any provisions for the regulation and management of the
affairs of the corporation not inconsistent with law or the articles of
incorporation.
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ARTICLE VII - CLOSE CORPORATION
If the corporation is organized under or elected to be subject to The Close
Corporation Act and the articles of incorporation or a written agreement between
all the shareholders provide that the business of the corporation shall be
managed by the shareholders of the corporation rather than by a board of
directors,
(1) No meeting of shareholders need be called to elect directors, and
(2) Unless the context clearly requires otherwise the shareholders of the
corporation shall be deemed to be directors for purposes of applying
the provisions of these by-laws.
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COLUMN OFFICE EQUIPMENT BYLAW AMENDMENT
NOVEMBER 30, 1999
Global, as Shareholder of Column, Amendments to Bylaws of Column and
Election of Directors of Column
RESOLVED, that immediately subsequent to the consummation of Global's
acquisition of Column (the "Column Acquisition"), the bylaws of Column (the
"Column Bylaws") shall be amended as follows:
Section 6 of Article II of the Column Bylaws shall be amended to add
the following sentence to the end of such section. "Any such consent
signed by all the shareholders shall have the same effect as a
unanimous vote at a meeting of the shareholders and may be stated as
such in any document filed with the Secretary of State or any other
person."
Section 2 of Article III of the Column Bylaws shall be amended to
replace the first sentence with the following: "The number of
directors of the corporation shall be from one to ten in number, as
determined by the shareholders of the corporation."
Section 2 of Article III of the Column Bylaws shall be amended to add
the following sentence to the end of such section: "At all meetings of
the board, the Chairman, or in his absence, a chairman chosen by the
board, shall preside."
Section 1 of Article IV of the Column Bylaws shall be amended by
replacing such the entirety of Section 1 (including the heading) with
the following: "SECTION 1. OFFICES. The officers of the corporation
shall include a Chairman, a President, a Treasurer and a Secretary and
may include one or more Vice Presidents, Assistant Treasurers and
Assistant Secretaries as may be appointed from time to time by the
Board of Directors."
Section 9 of Article IV of the Column Bylaws shall be amended to add
the following section: "DUTIES OF CHAIRMAN. The Chairman shall (when
present) preside at all meetings of the Board of Directors and
shareholders; and shall ensure that all orders and resolutions of the
Board of Directors and shareholders are carried into effect. The
Chairman may execute bonds, mortgages and other contracts, under the
seal of the corporation, if required, 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."
RESOLVED, that immediately subsequent to the consummation of the Column
Acquisition, the size of Column's Board of Directors (the "Column Board") shall
be set at three (3) members.
FURTHER RESOLVED, that immediately subsequent to the Column Acquisition,
(i) all of the directors of Column shall be removed, in accordance with the
bylaws of Column, (ii) Thomas S. Johnson, Raymond Schilling and Frank J. Gaspari
shall be appointed to fill the vacancies on the Column Board created thereby and
that they shall each serve until such time as his successor is duly elected and
qualified, and (iii) Thomas S. Johnson shall be appointed as the Chairman of the
Column Board to serve until such time as his successor is duly elected and
qualified.
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