Exhibit 1.14
BYLAWS
OF
CORPORATE EXPRESS OFFICE PRODUCTS, INC.
ARTICLE I
OFFICES
Section
1. The registered office in the State
of Delaware shall be as stated in the Certificate of Incorporation or at such
other location in the State of Delaware to which the registered office shall be
changed by action of the Board of Directors.
Section
2. The Corporation may also have
offices at such other places both within and without the State of Delaware as
the Board of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF
STOCKHOLDERS
Section
1. All meetings of the stockholders for
the election of directors shall be held at such place either within or without
the State of Delaware as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
Section
2. Annual meetings of stockholders
shall be held at such date and time as shall be designated from time to time by
the Board of Directors and stated in the notice of the meeting, at which they
shall elect, by a majority vote of the issued and outstanding shares of stock,
a Board of Directors and transact such other business as may properly be
brought before the meeting.
Section
3. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.
Section
4. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days
before every meeting of stockholders, a complete list of the stockholders,
entitled to vote at the meeting, arranged in alphabetical order, and showing
the address of each stockholder and the number of shares registered in the name
of each stockholder. Such list shall be
open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section
5. Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be called by the President
and shall be called by the President or Secretary at the request in writing of
a majority of the Board of Directors, or at the request in writing of
stockholders owning at least ten percent (10%) of the amount of the entire
capital stock of the Corporation issued and outstanding and entitled to
vote. Such request shall state the
purpose or purposes of the proposed meeting.
Section
6. Written notice of a special meeting
stating the place, date and hour of the meeting and the purpose or purposes for
which the meeting is called, shall be given not less than ten nor more than
sixty days before the date of the meeting, to each stockholder entitled to vote
at such meeting.
Section
7. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
Section
8. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
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. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder
of record entitled to vote at the meeting.
Section
9. When a quorum is present at any
meeting, the vote of the holders of a majority of the stock issued and
outstanding and having voting power present in person or represented by proxy
shall decide any question brought before such meeting, unless the question is
one upon which by express provision of the statutes or of the Certificate of
Incorporation a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Section
10. Unless otherwise provided in the
Certificate of Incorporation each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
the capital stock having voting power held by such stockholder, but no proxy
shall be voted or acted upon after three years from its date, unless the proxy
provides for a longer period.
Section
11. Unless otherwise provided in the Certificate
of Incorporation, any action required to be taken at any annual or special
meeting of stockholders of the Corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be
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taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holders of outstanding stock having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
ARTICLE III
VOTING OF
SHARES BY CERTAIN HOLDERS
Section
1. Neither treasury shares nor shares
held by another corporation, if a majority of the shares entitled to vote for
the election of directors of such other corporation is held by this
corporation, shall be voted at any meeting or counted in determining the total
number of outstanding shares at any given time.
Section
2. Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the bylaws
of such corporation may prescribe or, in the absence of such provision, as the
board of directors of such corporation may determine.
Section
3. Shares standing of record in the
names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, those persons acts with respect to voting the shares shall have the
following effects: (i) if only one
person votes, his act binds all; (ii) if more than one person votes, the act of
the majority so voting binds all; (iii) if more than one person votes, but the
vote is evenly split on any particular matter, each faction may vote the shares
in question proportionally, or any person voting the shares of a beneficiary,
if any, may apply to the Court of Chancery or such other court that may have
jurisdiction to appoint an additional person to act with the persons so voting
the shares, in which case the shares shall be voted as determined by a majority
of such persons; and (iv) if a tenancy is held in unequal interests, a majority
or even split for the purposes of subparagraph (iii) shall be a majority or
even split in interest. The foregoing
provisions shall not apply if the secretary of the corporation is given written
notice of alternative voting provisions and is furnished with a copy of the
instrument or order appointing those persons or creating the relationship
wherein alternative voting provisions are established.
Section
4. Shares held by an administrator,
executor, guardian, conservator or other personal representative may be voted
by him, either in person or by proxy, without a transfer of such shares into
his name. Shares standing in the name
of a trustee may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of such shares
into his name.
Section
5. Shares standing in the name of a
receiver may be voted by such receiver and shares held by or under the control
of a receiver may be voted by such receiver without the transfer thereof into
his name if authority to do so is contained in a appropriate order of the court
by which such receiver was appointed.
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Section
6. A shareholder whose shares are
pledged shall be entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.
Section
7. Redeemable shares that have been
called for redemption shall not be entitled to vote on any matter and shall not
be deemed outstanding shares on and after the date on which written notice of
redemption has been mailed to shareholders and a sum sufficient to redeem such
shares has been deposited with a bank or trust company with irrevocable
instructions and authority to pay the redemption price to the holders of the
shares upon surrender of certificates therefor.
ARTICLE IV
DIRECTORS
Section
1. The business and affairs of the
Corporation shall be managed by or under the direction of 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 Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done
by the stockholders.
Section
2. The number of directors which shall
constitute the Board of Directors shall be set by resolution of the Board. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 3 of this Article,
and each director elected shall hold office until his successor is elected and
qualified or until his earlier resignation or removal. Directors need not be stockholders.
Section
3. Vacancies and newly created
directorships resulting from any increases in the authorized number of
directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so
chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an
election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or
any newly created directorship, the directors then in office shall constitute
less than a majority of the whole Board (as constituted immediately prior to
any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent of the total number of
the shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or newly
created directorships, or to replace the directors chosen by the directors then
in office.
MEETINGS OF THE BOARD OF DIRECTORS
Section
4. The Board of Directors of the
Corporation may hold meetings, both regular and special, either within or
without the State of Delaware.
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 stockholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to
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constitute the meeting, provided a quorum
shall be present. In the event of the
failure of the stockholders 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 stockholders, 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 may be
called by the President on one days notice to each director, either personally
or by mail or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of two
directors unless the Board consists of only one director, in which case special
meetings shall be called by the President or Secretary in like manner and on
like notice on the written request of the sole director.
Section
8. At all meetings of the Board a
majority of the directors shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation. 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. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.
Section
10. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of
Directors, or any committee designated by the Board of Directors, may
participate in a meeting of the Board of Directors, or any committee, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.
COMPENSATION OF DIRECTORS
Section
11. Unless otherwise restricted by the
certificate of Incorporation or these Bylaws, the Board of Directors shall have
the authority to fix the compensation of directors. 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
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special or standing committees may be allowed
like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
Section
12. Unless otherwise restricted by the
Certificate of Incorporation or by law, any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority
of shares then entitled to vote at an election of directors.
ARTICLE V
NOTICES
Section
1. Whenever, under the provisions of
the statutes or of the Certificate of Incorporation or of these Bylaws, notice
is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, 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 when the same shall be deposited in the
United States mail. Notice to directors
may also be given by telegram.
Section
2. Whenever any notice is required to
be given under the provisions of the statutes or of the certificate of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when a person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened. The consideration at such meeting of a
particular matter not within the purpose or purposes described in the meeting
notice, if not objected to by the person, constitutes a waiver unless there is
an objection concerning the matter when it is presented.
ARTICLE VI
OFFICERS
Section
1. The officers of the Corporation
shall be a Chairman of the Board of Directors, a President, a Secretary and a
Treasurer or persons who shall act as such, regardless of the name or title by
which they may be designated, elected or appointed. The Corporation may also have one or more Vice-Presidents and
such other officers and assistant officers as the Board of Directors may
choose. Any number of offices may be
held by the same person, unless the Certificate of Incorporation or these
Bylaws otherwise provide.
Section
2. The officers and assistant officers
shall be chosen by the Board of Directors at its first meeting after each
annual meeting of stockholders and shall hold office until their successors are
elected and qualified or until their earlier resignation or removal.
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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.
Section
4. 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.
Section
5. The salaries of all officers and
agents of the Corporation shall be fixed by the Board of Directors.
THE CHAIRMAN OF THE BOARD
Section
6. The Chairman of the Board of
Directors shall preside at all meetings of the stockholders and the Board of
Directors. The Chairman shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
THE PRESIDENT
Section
7. The President shall be the chief
executive officer of the Corporation, and shall, in the absence of the
Chairman, preside at all meetings of the stockholders 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
8. 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
9. In the absence of the President or
in the event of his inability or refusal to act, and if a Vice-President has
been appointed by the Board of Directors, the Vice-President (or in the event
there be more than one Vice-President, the Vice-Presidents in the order
designated by the directors, or in the absence of any designation, then in the
order of their election) 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. The Vice-Presidents
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 SECRETARY
Section
10. The Secretary shall attend all
meetings of the Board of Directors and all meetings of the stockholders 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 stockholders and special meetings of the Board of Directors, and shall
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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
11. The Assistant Secretary, or if there
be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election) shall, in the absence of the Secretary or in the event of his inability
or refusal to act, 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
12. 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
13. 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
14. If required by the Board of
Directors, he shall give the Corporation a bond (which shall be renewed every
six years) 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 this, 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
15. The Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election) shall, in the absence of the Treasurer or in the event of his
inability or refusal to act, 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 VII
CERTIFICATES
FOR SHARES
Section
1. The shares of the Corporation shall
be represented by a certificate, provided that the Board of Directors may
provide, by resolution or resolutions, that some or all
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of any or all classes or series of its stock
or shall be uncertificated shares.
Certificates shall be signed by, or in the name of the Corporation by,
the Chairman or Vice-Chairman of the Board of Directors, or the President or a
Vice-President, and the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation.
TRANSFER OF STOCK
Section
2. 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, assignation 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. Upon
receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled and
issuance of new equivalent uncertificated shares or certificated shares shall
be made to the person entitled thereto and the transaction shall be recorded
upon the books of the Corporation.
REGISTERED STOCKHOLDERS
Section
3. 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 to hold liable
for calls and assessments a person registered on its books as the owner of
shares, 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 Delaware.
ARTICLE VIII
GENERAL
PROVISIONS
DIVIDENDS
Section
1. Dividends upon the capital stock of
the Corporation, subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may
be paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate 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.
VOTING OF SECURITIES BY THE CORPORATION
Section
3. The Board of Directors may, by
resolution, direct the President or any Vice-President to attend in person or by
substitute appointed by him, or to execute written instruments appointing a
proxy or proxies to represent the Corporation at all meetings of the
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stockholders of any other corporation,
association, or other entity in which the Corporation holds any stock or other
securities and may execute written waivers of notice with respect to any such
meetings. At all such meetings and
otherwise, the President or any Vice-President, in person or by substitute or proxy
as aforesaid, may vote the stock or other securities so held by the Corporation
and may execute written consents and any other instruments with respect to such
stock or securities and may exercise any and all rights and powers incident to
the ownership of said stock or securities, subject, however, to the
instructions, if any, of the Board of Directors.
FISCAL YEAR
Section
4. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.
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, Delaware. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE IX
AMENDMENTS
Section
1. These Bylaws may be altered, amended
or repealed or new bylaws may be adopted by the stockholders or by the Board of
Directors, when such power is conferred upon the Board of Directors by the
Certificate of Incorporation, at any regular meeting of the stockholders or of
the Board of Directors or at any special meeting of the stockholders or of the
Board of Directors if notice of such alteration, amendment, repeal or adoption
of new bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal
bylaws is conferred upon the Board of Directors by the Certificate of
Incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal bylaws.
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