Exhibit 3.3b
INDEX TO BY-LAWS OF
ARIZONA OFFICE EQUIPMENT & SUPPLY, INC.
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ARTICLE I STOCKHOLDERS..................................................1
Section 1 Annual Meetings...............................................1
Section 2 Special Annual Meetings.......................................1
Section 3 Special Meetings..............................................1
Section 4. Notice........................................................1
Section 5 Organization..................................................1
Section 6 Quorum........................................................2
Section 7 Adjournment...................................................2
Section 8 Proxies and Voting............................................2
Section 9 List of Stockholders..........................................2
Section 10 Inspectors....................................................3
Section 11 Objections....................................................3
ARTICLE II BOARD OF DIRECTORS............................................3
Section 1 Number........................................................3
Section 2 Term..........................................................3
Section 3 Vacancies.....................................................3
Section 4 Regular Meetings..............................................4
Section 5 Special Meetings..............................................4
Section 6 Place of Meetings.............................................4
Section 7 Quorum........................................................4
Section 8 Committees....................................................4
Section 9 Compensation..................................................4
Section 10 Action by Resolution..........................................4
Section 11 Transactions with Directors...................................5
Section 12 Indemnification...............................................5
ARTICLE III NOTICES.......................................................7
Section 1 Stockholders' Meetings........................................7
Section 2 Board of Directors' Meetings..................................7
Section 3 Absence or Waiver of Notice...................................7
ARTICLE IV OFFICERS .....................................................7
Section 1 Executive.....................................................7
Section 2 Subordinates..................................................8
Section 3 Tenure of Officers............................................8
Section 4 Chairman of the Board.........................................8
Section 5 President.....................................................8
Section 6 Vice President................................................8
Section 7 Treasurer.....................................................8
Section 8 Secretary.....................................................9
ARTICLE V CAPITAL STOCK.................................................9
Section 1 Certificates of Common Stock..................................9
Section 2 Stock Certificates............................................9
Section 3 Record of Certificates.......................................10
Section 4 Cancellation of Certificate..................................10
Section 5 Stock Transfer...............................................10
Section 6 Registered Stockholders......................................11
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ARTICLE VI DIVIDENDS....................................................11
ARTICLE VII CORPORATE SEAL...............................................12
ARTICLE VIII AMENDMENT....................................................12
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BY-LAWS
OF
ARIZONA OFFICE EQUIPMENT & SUPPLY, INC.
ARTICLE I
STOCKHOLDERS
1. ANNUAL MEETINGS. The meeting of the stockholders shall be held annually
at the office of the corporation in Phoenix, Arizona at 6:00 o'clock p.m. on the
second Friday in July of each year for the purpose of electing directors and for
the transaction of any business that may properly come before it.
2. SPECIAL ANNUAL MEETINGS. Whenever from any cause, an annual meeting of
the stockholders cannot be held on the day provided, a special annual meeting
may be called by the directors in the manner and at such place as is prescribed
for the holding of annual meetings of the stockholders, at which special annual
meeting directors shall be elected, and shall hold office until the second
Friday in July of the next year succeeding and until others are elected and have
qualified in their stead.
3. SPECIAL MEETINGS. Special meetings of stockholders for any purpose or
purposes, may be called by the President or by the Board of Directors upon a
vote of the majority and shall be called by the President upon written
application to him by the stockholders owning one-fifth of the common stock
issued and outstanding, such application stating the purpose or purposes of such
meeting.
The business transacted at any special meeting shall be limited to the
purpose stated in the notice of such meeting to the stockholders.
4. NOTICE. Notices of all stockholders' meetings shall conform to the
provisions of Article III of these By-Laws.
5. ORGANIZATION. The President, in his absence the Vice-President, and in
the absence of both a Chairman appointed by the stockholders present, shall call
the meeting of stockholders to order and shall act as chairman thereof.
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The Secretary of the corporation shall act as Secretary at all meetings of
the stockholders. In his absence, the presiding officer may appoint any person
to act as Secretary.
6. QUORUM. A majority of the stock issued and outstanding represented by
the holders thereof, either in person or by proxy, shall constitute a quorum at
all meetings of stockholders.
7. ADJOURNMENT. If at any annual or special meeting a quorum shall fail to
attend in person or by proxy, a majority in interest of the stockholders
attending in person or by proxy at the time of such meeting may, at the end of
an hour, adjourn the meeting from time to time without further notice until a
quorum shall attend, and thereupon any business may be transacted which might
have been transacted at the meeting as originally called, had the same been then
held.
8. PROXIES AND VOTING. At all annual and special meetings of stockholders,
every holder of voting stock issued to a bona-fide purchaser of the same,
represented by the holder thereof, either in person or by proxy, shall have one
vote for each share of stock so held and represented at such meetings. In all
elections for directors of this corporation, however, each holder of voting
stock shall have the right to cast as many votes in the aggregate as is equal to
the number of shares held multiplied by the number of directors to be elected at
such election. Each shareholder may cast the whole number of votes for one
candidate or distribute such votes among two or more such candidates. All
proxies shall be in writing, shall be dated and signed by the shareholder, shall
designate the person elected as proxy and shall set forth the nature of the
powers to be granted to the proxy. Such proxy shall be filed with the Secretary
of the corporation before or at the time of the meeting. No proxy shall be valid
after eleven months from the date of its execution unless otherwise provided in
the proxy.
9. LIST OF STOCKHOLDERS. At each meeting of stockholders, a full, true and
correct list, in alphabetical order, of all of the stockholders entitled to vote
at such meeting, with the number of shares held by each, certified to by the
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Secretary, shall be made available for examination upon written request by any
stockholder.
10. INSPECTORS. At all elections of directors the proxies shall be received
and taken in charge, all questions touching the qualifications of voters and the
validity of proxies and the acceptance or rejection of votes shall be decided,
and all ballots shall be received and counted by two inspectors who shall be
appointed by the presiding officer of the meeting and who shall, in writing,
certify to the returns. If a unanimous vote of stockholders present is received
on any of these matters, then no action need be taken by the inspectors.
11. OBJECTIONS. All information and/or irregularities in calls, notices of
the meetings and in matters of voting, form of proxies, credentials and methods
of ascertaining those present, shall be deemed waived if no objection is made at
the meeting.
ARTICLE II
BOARD OF DIRECTORS
1. NUMBER. The business and affairs of the corporation shall be managed and
controlled by a board of not less than two (2) directors, as may be determined,
from time to time, by resolution of the Board of Directors.
2. TERM. The directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 3 of this Article, and each director
shall hold office until the next annual meeting of stockholders and until his
successor shall have been duly elected and have qualified. Directors need not be
stockholders.
3. VACANCIES. In case of any vacancy among the directors, through death,
resignation, disqualification, increase in the Board or other cause, the
remaining directors at any regular or special meeting, by affirmative vote of a
majority thereof, whether or not constituting a quorum, may elect a successor to
hold office for the unexpired period of the term of a director as provided by
these By-Laws and until his successor is elected and shall have qualified.
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4. REGULAR MEETINGS. The Board of Directors shall hold an annual
organizational meeting at the office of the corporation immediately after the
adjournment of each annual stockholders' meeting. The Board shall also meet at
other times at regular intervals as they may from time to time by resolution
provide.
5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President and shall be called by the
Secretary on the written request of a majority of the Board. Unless otherwise
specified in the notice thereof, all business may be transacted at a special
meeting.
6. PLACE OF MEETINGS. The Directors shall hold their meetings, both special
and regular, at such places, either within or without the State of Arizona, as
the Board may from time to time determine, with the exception of the annual
organizational meeting of the Board which shall be held at the offices of the
Corporation.
7. QUORUM. A majority of the Board of Directors at the time in office shall
constitute a quorum for the transaction of business, but a majority of those
present at the time and place of any regular or special meeting, although less
than a quorum, may adjourn from time to time, without notice, until a quorum be
obtained. The vote of a majority of the Directors present at any meeting in
favor of or against any proposition shall prevail.
8. COMMITTEES. From time to time the Board may appoint committees for any
purpose or purposes which shall have such powers as shall be specified in the
resolution of appointment. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.
9. COMPENSATION. The Directors and officers of the corporation and all
members of committees shall serve without salary except as may be determined by
the Directors.
10. ACTION BY RESOLUTION. The Board of Directors shall, except as otherwise
provided by law, have power to act in the following manner: A resolution
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in writing, signed by all of the members of the Board of Directors, shall be
deemed to be action by the board to the effect therein expressed, with the same
force and effect as if the same had been duly passed by the same vote at a duly
convened meeting, and it shall be the duty of the Secretary of the corporation
to record such resolution in the minute book of the corporation under its proper
date.
11. TRANSACTIONS WITH DIRECTORS. No contract or other transaction between
the corporation and any other corporation shall be affected or invalidated by
the fact that any one or more of the directors or officers of the corporation is
interested in, or is or are director or directors or officer or officers of such
other corporation, and no contract or other transaction between the corporation
and any other person or firm shall be affected or invalidated by the fact that
any one or more of the directors of this corporation is a party to, or are
parties to, or interested in, such contract or transaction; provided that in
such case the nature and extent of the interest of such director or directors or
officer or officers in such contract or other transaction and/or the fact that
such director or directors or officer or officers, is or are director or
directors or officer or officers of such corporation is known to the Board of
Directors at the meeting at which such contract or other transaction is
authorized.
12. INDEMNIFICATION. Any person made a party to, or involved in, any civil,
criminal or administrative action, suit or proceedings by reason of the fact
that he, his testator or intestate, is or was director, officer or employee of
the corporation, or of any corporation which he, his testator or intestate,
served as such at the request of the corporation, shall be indemnified by the
corporation against expenses reasonably incurred by him or imposed on him in
connection with, or resulting from, the defense of any such action, suit or
proceeding, or in connection with, resulting from any appeal therein, except
with respect to matters as to which it is adjudged in such action, suit or
proceeding that such officer, director, or employee is liable to the corporation
or such other corporation for negligence or misconduct in the performance of his
duties. As used herein, the term "expense"
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shall include all obligations incurred by such person for the payment of money
including, without limitation, attorneys' fees, judgment, awards, fines,
penalties and amounts paid in satisfaction of judgment or in settlement of any
such action, suit or proceeding, except amounts paid to the corporation or such
other corporation by him. A judgment or conviction (whether based on a plea of
guilty or nolo contendre or its equivalent, or after trial), shall not of itself
be deemed an adjudication that such director, officer or employee is liable to
the corporation or such other corporation for negligence or misconduct in the
performance of his duties. Determination of the right to such indemnification
and the amount thereof may be made, at the option of the person to be
indemnified, pursuant to procedure set forth from time to time in the By-Laws or
by any of the following procedures: (a) Order of the Court or administrative
body or agency having jurisdiction of the action, suit or proceeding, (b)
resolution adopted by a majority or quorum of the Board of Directors of the
corporation without counting in such majority or quorum any directors who have
incurred expenses in connection with such action, suit or proceeding, (c) if
there is no quorum of directors who have not incurred expenses in connection
with such action, suit or proceeding, then by resolution adopted by a majority
of a committee of stockholders or directors who have not incurred such expenses,
appointed by the Board of Directors, (d) resolution adopted by a majority of a
quorum of stockholders entitled to vote at any meeting, or (e) order of any
Court having jurisdiction over the corporation. Any such determination that a
payment by way of indemnification should be made shall be binding upon the
corporation, such right of indemnification shall not be exclusive of any right
which such directors, officers, and employees of the corporation, and the other
persons above mentioned, may have or hereafter acquire, and, without limiting
the generality of such statement, they shall be entitled to their respective
rights of indemnification under any By-Laws, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article. The
provisions of this Article shall apply
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to any member of any committee appointed by the Board of Directors as fully as
though such person had been a director, officer, or employee of the corporation.
ARTICLE III
NOTICES
1. STOCKHOLDERS' MEETINGS. Notice of annual and special meetings shall be
mailed at least ten (10) days prior to such meeting to the last known address of
each stockholder as the same appears by the records of the corporation.
2. BOARD OF DIRECTORS' MEETINGS. No notice shall be required to be given of
any regular meeting unless held outside the State of Arizona. The secretary
shall give notice to each director of each special meeting and each regular
meeting held outside the State of Arizona by mailing the same at least three (3)
days before the time of such meeting or by telephoning or telegraphing not less
than two (2) days before the time of the meeting.
3. ABSENCE OR WAIVER OF NOTICE. Whenever all of the stockholders meet in
person or by proxy, such meetings shall be valid for all purposes without
notice, and at such meetings any corporate action may be taken. Whenever all of
the directors meet, such meetings shall be valid for all purposes without
notice, and at such meetings any corporate action may be taken. No notice of any
meeting of stockholders or directors shall be necessary if waiver of notice be
signed by all of the stockholders or directors, whichever the case may be.
ARTICLE IV
OFFICERS
1. EXECUTIVE. The officers of the corporation shall be a Chairman of the
Board, President, Vice President, Treasurer and Secretary. One person may hold
more than one office. These persons shall be elected by the Board of Directors
at their annual organizational meeting.
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2. SUBORDINATES. The Board of Directors may appoint such other officers as
it shall deem necessary, who shall have such authority and shall perform duties,
as from time to time, may be prescribed by the Board.
3. TENURE OF OFFICERS. All officers and agents shall be subject to removal
at any time, with or without notice, as determined by the Board.
4. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all
meetings of the Board at which he may be present, and shall have such other
powers and duties as he is called upon to perform by the President of the Board.
5. PRESIDENT. The President shall be the chief executive officer of the
Corporation. He shall preside at all meetings of the stockholders and the Board
of Directors in the absence of the Chairman of the Board, and 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. He
shall execute on behalf of the corporation, and may affix, or cause the seal to
be affixed to, all instruments requiring such execution except to the extent the
signing and execution thereof shall be expressly delegated by the Board of
Directors to some other officer or agent of the corporation.
6. VICE-PRESIDENT. In case of the absence or disability of the President,
the duties of the office shall be performed by the Vice-President.
7. TREASURER. The Treasurer shall have the custody of all funds and
securities for the corporation which may come into his hands; he shall endorse,
on behalf of the corporation for collection, checks, notes, and other
obligations, and shall deposit the same to the credit of the corporation in such
bank or banks, or depositories, as the Board of Directors may designate; he may
sign receipts and vouchers for payments made to the corporation; and he shall
sign checks made by the corporation and pay out and dispose of the same under
the direction of the Board; he shall sign, the President, or such other person
or persons as may be designated by the Board, all authorized promissory notes
and bills of exchange of
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the corporation, whenever required by the Board he shall render a statement of
his cash accounts, he shall enter regularly, in the books of the corporation to
be kept by him for the purpose, full and accurate accounts of all monies
received and paid by him on account of the corporation; and he shall perform all
duties incident to the position of Treasurer subject to the control of the Board
or President of the corporation.
8. SECRETARY. The Secretary shall keep the minutes of all proceedings of
the Board and the minutes of all meetings of the stockholders; and he shall
attend to the giving and serving of all notices for the corporation when
directed by either the President or the Vice-President in the name of the
corporation; he shall sign either with the President or the Vice President of
the corporation all contracts authorized by the Board, and shall affix the seal
of the corporation thereto; and he shall have charge of the certificate books
and such other books and papers as the Board may direct; he shall in general
perform all of the duties incident to the office of the Secretary, subject to
the control of the Board of Directors or President of the corporation. By
resolution of the Board, one or more of the aforesaid offices may be deleted and
an officer need not be elected for such person.
ARTICLE V
CAPITAL STOCK
1. CERTIFICATES OF COMMON STOCK. Each certificate for shares of the capital
stock of this corporation shall indicate plainly the class of stock which it
represents and that it is fully paid and non-assessible and shall disclose on
its face the total capitalization of the corporation and the respective shares
into which the total capital stock is classified. The seal of the corporation,
which may be a facsimile, shall be affixed to each certificate.
2. STOCK CERTIFICATES. Every holder of stock in the corporation shall be
entitled to have a certificate, signed by, or in the name of the corporation
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by, the President or Vice-President and the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the corporation certifying the
number of shares owned by him in the corporation. Where such certificate is
signed (1) by a transfer agent on behalf of the corporation and a registrar, the
signature of any such President, Vice-President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be a facsimile. In case any officer or
officers who have signed or whose facsimile signature or signatures have been
used on any such certificate or certificates shall cease to be such officer of
the corporation, whether because of death, resignation or otherwise, before such
certificate or certificates have been delivered by the corporation, such
certificate or certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer of the corporation.
3. RECORD OF CERTIFICATES. All of the certificates for shares of the
capital stock of this corporation shall be consecutively numbered and the names
of the owners, the number of shares owned and the date of issue shall be entered
in the corporation's books.
4. CANCELLATION OF CERTIFICATE. Except in the case of lost or destroyed
certificates, no new certificates shall be issued until the original certificate
for the shares of common preferred stock represented thereby shall be
surrendered and cancelled. The Board may direct a new certificate be issued in
place of any certificate 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 certificate to be lost or destroyed, and, at the Board's
discretion, giving a satisfactory bond.
5. STOCK TRANSFER. Shares of the capital stock of this corporation shall be
transferred by a transfer agent of the corporation, upon surrender of
certificates of stock duly endorsed or accompanied by proper evidence of
succession,
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assignment or authority to transfer. Upon such surrender, it shall be the duty
of the corporation or its transfer agent to issue a new certificate and record
the transaction on its books. The Board of Directors may make from time to time
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates of stock of the corporation.
6. REGISTERED STOCKHOLDERS. The Board of Directors may close the stock
transfer books of the corporation for a period not exceeding fifty days
preceding the date of any meeting of stockholders or the date for payment of any
dividend, or the date for the allotment of rights, or the date when any changes
or conversion or exchange of capital stock shall go into effect, or for a period
not exceeding fifty days in connection with obtaining the consent of
stockholders for any purpose. In lieu of closing the stock transfer books as
aforesaid, the Board may fix in advance a date, not exceeding fifty days
preceding the date of any meeting of stockholders, or the date for allotment of
rights, or the date when any change or conversion or exchange of capital stock
shall go into effect, or a date in connection with obtaining such consent, as a
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise any such rights, or to give such consents, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.
ARTICLE VI
DIVIDENDS
The Board of Directors shall from time to time on such dates as may be
expedient, declare dividends upon the capital stock of the corporation from the
surplus or net profits of the corporation.
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ARTICLE VII
CORPORATE SEAL
The Board of Directors shall provide a suitable seal, circular in design,
bearing on its outer rim the name of the corporation, the words "Incorporated"
and "Arizona" and the figures in the center, which seal shall be in charge of
the Secretary to be issued as directed by the Board.
ARTICLE VIII
AMENDMENT
These By-Laws may be altered or amended at any meeting of the stockholders,
regular or special, at which a quorum is present or represented or by the
affirmative vote of a majority of the Board of Directors.
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KNOW ALL MEN BY THESE PRESENTS:
That I, JEANETTE A. WHITEHEAD, Secretary of ARIZONA OFFICE EQUIPMENT &
SUPPLY, INC., an Arizona corporation, do hereby certify that the above and
foregoing By-Laws were fully adopted as the By-Laws of the corporation at an
organizational meeting thereof, on the 28 day of July, 1989; and that the same
do constitute the By-Laws of said corporation.
/s/ Jeanette A. Whitehead
---------------------------------
Jeanette A. Whitehead
Secretary
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Special Joint Meeting of the Boards of Directors
and the Boards of Managers of
Certain Subsidiaries of Global Imaging Systems, Inc.
AMENDMENT TO BYLAWS:
June 16, 2003
Bylaw Amendments -- Arizona Office Technologies, Inc.
FURTHER RESOLVED, the following clause contained in Article IV, Section 8
of the Bylaws of Arizona Office Technologies, Inc. ("AOT") is hereby deleted:
he shall sign either with the President or the Vice President of the
corporation all contracts authorized by the Board, and shall affix the
seal of the corporation thereto;
FURTHER RESOLVED, that, the Board of AOT hereby ratifies all actions taken
by the officers of AOT from the time Lewan & Associates, Inc. ("Lewan") acquired
AOT until the date hereof.