Exhibit 1.18
HERMANN
MARKETING, INC.
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BY-LAWS
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ARTICLE I
OFFICES
Section 1. The registered office shall be
located in St. Louis, Missouri.
Section 2. The corporation may also have
offices at such other places both within and without the State of Missouri as
the board of directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
ANNUAL
MEETINGS OF SHAREHOLDERS
Section 1. All meetings of shareholders for the
election of directors shall be held in St. Louis, State of Missouri, or at such
other place as may be fixed from time to time by the board of directors.
Section 2. Annual meetings of shareholders,
commencing with the year 1998, shall be held on the third Tuesday of March, if
not a legal holiday, and if a legal holiday, then on the next secular day
following, at 10:00 AM, at which they shall elect by a plurality vote a board
of directors, and transact such other business as may properly be brought
before the meeting.
Section 3. Written or printed notice of the
annual meeting stating the place, day and hour of the meeting shall be
delivered not less than ten nor more than seventy days before the date of the
meeting, either personally or by mail, by or at the direction of the president,
or the secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting.
ARTICLE III
SPECIAL
MEETINGS OF SHAREHOLDERS
Section 1. Special meetings of shareholders for
any purpose other than the election of directors may be held at such time and
place within or without the State of Missouri as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the articles of incorporation, may be called by the
board of directors or by such other person or persons as may be
provided in the articles of incorporation.
Section 3. Written or printed notice of a
special meeting stating the place, day and hour of the meeting and the purpose
or purposes for which the meeting is called, shall be delivered not less than
ten nor more than seventy days before the date of the meeting, either
personally or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each shareholder
of record entitled to vote at such meeting.
Section 4. The business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.
ARTICLE IV
QUORUM
AND VOTING OF STOCK
Section 1. The holders of majority of the
shares of stock issued and outstanding and entitled to vote, represented in
person or by proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise provided by
statute or by the articles of incorporation.
If, however, such quorum shall not be present or represented at any
meeting of the shareholders, the shareholders present in person or represented
by proxy shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 2. If a quorum is present, the
affirmative vote of a majority of the shares of stock represented at the
meeting shall be the act of the shareholders unless the vote of a greater
number of shares of stock is required by law or the articles of incorporation.
Section 3. Each outstanding share of stock,
having voting power, shall be entitled to one vote on each matter submitted to
a vote at a meeting of shareholders. A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact.
Unless otherwise provided by the articles of incorporation, each
shareholder in electing directors shall have the right to cast as many votes in
the aggregate as shall equal the number of votes held by him in the corporation
multiplied by the number of directors to be elected at the election, and each
shareholder may cast the whole number of votes, either in person or by proxy,
for one candidate, or distribute them among two or more candidates.
Section 4. Any action required to 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.
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ARTICLE V
DIRECTORS
Section 1. The number of directors shall be one
(1). The director need not be a
resident of the State of Missouri nor a shareholder of the corporation. The director, other than the first board of
directors, shall be elected at the annual meeting of the shareholders, and
shall serve until the next succeeding annual meeting and until his successor
shall have been elected and qualified.
The first board of directors shall hold office until the first annual
meeting of shareholders.
Section 2. Unless otherwise provided in the
articles of incorporation or these bylaws, any vacancy occurring in the board
of directors and any newly created directorship resulting from any increase in
the number of directors to constitute the board of directors may be filled by a
majority of the directors then in office, although less than a quorum, or by a
sole remaining director, until the next election of directors by the
shareholders.
Section 3. The business affairs of the
corporation shall be managed by its board of directors which may exercise all
such powers of the corporation and do all such lawful acts and things as are
not by statute or by the articles of incorporation or by these bylaws directed
or required to be exercised or done by the shareholders.
Section 4. The directors may keep the books of
the corporation, except such as are required by law to be kept within the
state, outside of the State of Missouri, at such place or places as the
directors may from time to time determine.
Section 5. The board of directors, by the
affirmative vote of a majority of the directors then in office, and
irrespective of any personal interest of any of its members, shall have
authority to establish reasonable compensation of all directors for services to
the corporation as directors, officers or otherwise.
ARTICLE VI
MEETINGS
OF THE BOARD OF DIRECTORS
Section 1. Meetings of the board of directors,
regular or special, may be held either within or without the State of Missouri.
Section 2. The first meeting of each newly
elected board of directors shall be held at such time and place as shall be
fixed by the vote of the shareholders at the annual meeting and no notice of
such meeting shall be necessary to the newly elected directors in order legally
to constitute the meeting, provided a quorum shall be present, or it may
convene at such place and time as shall be fixed by the consent in writing of
all the directors.
Section 3. Regular meetings of the board of
directors may be held upon such notice, or without notice, and at such time and
at such place as shall from time to time be determined by the board.
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Section 4. Special meetings of the board of
directors may be called by the president on ten (10) days notice to each
director, either personally or by mail or by facsimile telecommunication;
special meetings shall be called by the president or secretary in like manner
and on like notice on the written request of a majority of the directors.
Section 5. Attendance of a director at any
meeting shall constitute a waiver of notice of such meeting, except where a
director attends 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.
Section 6. A majority of the full board of
directors shall constitute a quorum for the transaction of business unless a
greater number is required by statute or by the articles of incorporation. The act of a majority of the directors
present at any meeting at which a quorum is present shall be the act of the
board of directors, unless the act of a greater number is required by statute
or by the articles of incorporation. If
a quorum shall not be present at any meeting 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 7. Any action required or permitted to
be taken at a meeting of the directors, or of the executive committee or any
other committee 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
members of the board or of the committee entitled to vote with respect to the
subject matter thereof.
Section 8. Unless otherwise restricted by the
articles 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 committee by means of conference telephone
or similar communications equipment whereby all persons participating in the
meeting can hear each other, and participation in a meeting in this manner
shall constitute presence in person at the meeting.
ARTICLE VII
EXECUTIVE
COMMITTEE
Section 1. The board of directors, by
resolution adopted by a majority of the number of directors fixed by the bylaws
or otherwise, may designate two or more directors to constitute an executive
committee, which committee, to the extent provided in such resolution, shall
have and exercise all of the authority of the board of directors in the
management of the corporation, except as otherwise required by law. Vacancies in the membership of the committee
shall be filled by the board of directors at a regular or special meeting of
the board of directors. The executive
committee shall keep regular minutes of its proceedings and report the same to
the board when required.
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ARTICLE VIII
NOTICES
Section 1. Whenever, under the provisions of
the statutes or of the articles of incorporation or of these bylaws, notice is
required to be given to any director or shareholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail,
addressed to such director or shareholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the
United States mail. Notice to directors
may also be given by facsimile telecommunication.
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 these bylaws, a waiver thereof
in writing signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.
ARTICLE IX
OFFICERS
Section 1. The officers of the corporation
shall be chosen by the board of directors and shall be a president, a
vice-president, a secretary and a treasurer.
The board of directors may also choose additional vice-presidents, and
one or more assistant secretaries and assistant treasurers. Any two or more offices may be held by the
same person.
Section 2. The board of directors at its first
meeting after each annual meeting of shareholders shall choose a president, one
or more vice-presidents, a secretary and a treasurer, none of whom need be a
member of the board.
Section 3. The board of directors may appoint
such other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties
as shall be determined from time to time by the board of directors.
Section 4. The salaries of all officers and
agents of the corporation shall be fixed by the board of directors.
Section 5. The officers of the corporation
shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a majority
of the board of directors. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.
THE PRESIDENT
Section 6. The president shall be the chief
executive officer of the corporation, shall preside at all meetings of the shareholders
and the board of directors, shall
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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
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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 X
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 or the treasurer or an assistant
treasurer of the corporation, and sealed with the seal of the corporation or a
facsimile thereof.
Section 2. The signatures of the officers of
the corporation upon a 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 he were such officer at the date of its issue.
LOST
CERTIFICATES
Section 3. The board of directors may direct a
new certificate to be issued in place of any certificate theretofore issued by
the corporation alleged to have been lost or destroyed. When authorizing such issue of a new
certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as
it deems expedient, and may require such indemnities as it deems adequate, to protect
the corporation from any claim that may be made against it with respect to any
such certificate alleged to have been lost or destroyed.
TRANSFERS OF
SHARES
Section 4. Upon surrender to the corporation or
the transfer agent of the corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the person entitled
thereto, and the old certificate canceled and the transaction recorded upon the
books of the corporation.
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CLOSING OF
TRANSFER BOOKS
Section 5. The board of directors shall have
power to close the transfer books of the corporation for a period not exceeding
seventy days preceding the date of any meeting of shareholders or the date for
payment of any dividend or the date for the allotment of rights or the date
when any change or conversion or exchange of shares shall go into effect;
provided, however, that in lieu of closing the transfer books, the board of
directors may fix in advance a date, not exceeding seventy days preceding the
date of any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of shares shall go into effect, as a record date for
the determination of the shareholders entitled to notice of, and to vote at the
meeting, and any adjournment thereof, or entitled to receive payment of the
dividend, or entitled to any such allotment of rights, or entitled to exercise
the rights in respect of the change, conversion or exchange of shares, and in
such case, only the shareholders who are shareholders of record on the date of
closing the transfer books or on the record date so fixed shall be entitled to
notice of, and to vote at, the meeting, and any adjournment thereof, or to
receive payment of the dividend, or to receive the allotment of rights, or to
exercise the rights, as the case may be, notwithstanding any transfer of any
shares on the books of the corporation after the date of closing of the
transfer books or the record date fixed as aforesaid. If the board of directors does not close the transfer books or
set a record date for the determination of the shareholders entitled to notice
of and to vote at, a meeting of shareholders, only the shareholders who are
shareholders of record at the close of business on the twentieth day preceding
the date of the meeting shall be entitled to notice of and to vote at, the
meeting, and any adjournment of the meeting; except that, if prior to the
meeting, written waivers of notice of the meeting are signed and delivered to
the corporation by all of the shareholders of record at the time the meeting is
convened, only the shareholders who are shareholders of record at the time the
meeting is convened shall be entitled to vote at the meeting, and any
adjournment of the meeting.
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 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 Missouri.
LIST OF
SHAREHOLDERS
Section 7. The officer or agent having charge
of the transfer books for shares shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote
at such meeting, arranged in alphabetical order, with the address of each and
the number of shares held by each, which list, for a period of ten days prior
to such meeting, shall be kept on file at the registered office of the
corporation and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger
or
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transfer book, or a duplicate thereof, shall be prima facie evidence as
to who are the shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of the shareholders.
ARTICLE XI
GENERAL
PROVISIONS
DIVIDENDS
Section 1. Subject to the provisions of the
articles of incorporation relating thereto, if any, dividends 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 any provisions of the
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 fund 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 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, Missouri.
The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
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