Exhibit 1.28
BY-LAWS
OF
MOORE LABELS, INC.
ARTICLE I
GOVERNMENT
Section
1. The government and control of the
corporation shall be vested in a Board of Directors consisting of not less than
three (3) or more than ten (10) as determined from time to time by the Board of
Directors.
ARTICLE II
OFFICES AND
RESIDENT AGENT
Section
1. The principal offices of the
corporation shall be in the City of Wichita, Sedgwick County, Kansas, and the
registered office it 1855 Woodland
,
Wichita, Kansas. The name of the
resident agent in charge thereof from and after the effective date of these
By-Laws shall be John P. Moore. The corporation may also have offices at
such other places as the Board of Directors may from time to time designate,
within or outside of the State of Kansas, as the business of the corporation
may require.
ARTICLE III
CORPORATE SEAL
Section
1. The corporate seal of the
corporation is shown by the following impression which has been made with said
seal:
ARTICLE IV
CONVEYANCES
Section
1. Any and all instruments of
conveyance, deeds, assignments, mortgages, pledges, releases, trust indentures,
or other instruments of conveyance, transfer, mortgage or pledge shall be
dammed to be valid and sufficient when the same are signed and executed in the
name of the corporation (and acknowledged where required) by the President or
vice-president, and when the same are attested by the secretary of the
corporation under the corporate seal.
ARTICLE V
STOCKHOLDERS
Section
1. Place of Meeting.
All meetings of stockholders shall be held at the registered office of
the corporation in this state, or at such other places as may be designated by
the Board of Directors, either within or without the State of Kansas.
Section
2. Date of Annual Meeting.
The annual meeting of the stockholders shall be held on the first
Tuesday of December at 10 o’clock a.m.
Section
3. Quorum.
The holder’s 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 law, by the Certificate of
Incorporation, or by these By-Laws. If,
however, such majority shall not be personally present or represented at any
meeting of the stockholders, the stockholders entitled to vote thereat present
in person or by proxy shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until the
requisite amount of voting stock shall be present at such adjourned meeting,
and any business may be transacted which might have been transacted at the
meeting as originally notified.
Section
4. Voting Power and Who May Vote.
At each meeting of the stockholders, each stockholder shall be entitled
to one vote in person or by proxy for each share of the common capital stock
held by such stockholder, but no proxy shall be voted after three years from
its date, unless such proxy provides for a longer period.
Section
5. Voting by Fiduciary and Pledgee.
Persons or corporations holding stock in a fiduciary capacity shall be
entitled to vote the share so held by them either in person, or in the case of
a corporation, by any officer thereof, or by proxy, and persons whose stock is
pledged shall be entitled to vote unless in the transfer by the pledgor on the
books of the corporation he shall have expressly empowered the pledgee to vote
thereon, in which case only the pledgee or his proxy shall represent the stock
and vote thereon.
Section
6. Cumulative Voting.
At all elections of Directors each common stockholder shall be entitled
to as many votes as shall equal the number of his shares of common stock
multiplied by the number of Directors to be elected, and he may cast all of
such votes for a single Director or he may distribute them among the number to
be voted for, or any two or more of them, as he may see fit.
Section
7. Vote Taken by Ballot, Viva Voce, or
By Showing of Hands. All elections of Directors, and the vote
upon any other question, except as otherwise provided by law, or unless
otherwise provided by Resolution of the Board of Directors, may be had by
ballot, viva voce, or by showing of hands, unless a stockholder at least five
(5) days prior to the date of any meeting, or the election of Directors,
requests in writing a vote by ballot, and then the election of Directors shall
be by ballot.
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Section
8. Notice of Annual Meeting.
Written notice of the annual meeting shall be mailed by the Secretary to
each stockholder entitled to vote thereat, at such address as appears on the
stock book of the corporation, at least ten (10) days prior to the date of the
meeting, unless such notice is waived in writing.
Section
9. Special Meetings.
Special meetings of the stockholders for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the President or a majority
of the Board of Directors, and shall be called by the President or Secretary at
the request in writing of the stockholders owning thirty (30%) per cent in
amount of the entire capital stock of the corporation issued and outstanding
and entitled to vote. Such requests
shall state the purpose or purposes of the proposed meeting.
Section
10. Business Transacted.
Business transacted at all special meetings shall be confined to the
objects stated in the call.
Section
11. Notice of Special Meetings.
Written notice of all special meetings of the stockholders, stating the
time and place and object thereof, shall be mailed postage prepaid, at least
ten (10) days prior to such meeting, to each stockholder entitled to vote
thereat, at such address as appears on the books of the corporation, unless
notice is waived in writing, or unless otherwise by law provided.
ARTICLE VI
DIRECTORS
Section
1. Election and Qualification.
The Directors need not be stockholders.
They shall be elected at the annual meeting of the stockholders, and
each Director shall be elected to serve for one year or until his successor
shall be elected and qualified. A
director shall be deemed qualified as such when he shall have filed written
acceptance of his election to the office.
Section
2. Quorum.
A majority of the Directors shall constitute a quorum for the
transaction of business. The act of a
majority of the Directors present at the meeting at which a quorum is present
shall be the act of the Board of Directors.
Section
3. Place of Meeting.
The Directors may hold their meetings at the registered office of the
corporation, or it such other places as they may from time to time determine,
either within or without the State of Kansas.
Section
4. Compensation of Directors.
Directors, as such, shall not receive any stated salary for their
services, but by Resolution of the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board of Directors; provided, that nothing herein shall be
construed to preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.
Section
5. Annual Meetings of the Board.
An annual meeting of the Board of Directors shall be held immediately
following the annual stockholders’ meeting or at such other time as may be
fixed by the consent in writing of all the Directors and at such place as may
be
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fixed by consent in writing of all the
Directors; provided, however, that in the event the consent in writing is not
obtained of all the Directors, the annual meeting shall be held at the same
place as the annual meeting of the stockholders, and immediately following the
annual stockholders’ meeting.
Section
6. Regular Meetings.
Special meetings of the Board of Directors may be called by the
President, or by a majority of the Board of Directors on two (2) days notice to
each Director, either personally or by mail, unless waived in writing.
Section
7. Resignation of Directors and Filling
Vacancies. Any Director or officer of the corporation
may resign upon filing written resignation with the Secretary of the Company,
and such resignation shall become effective when so filed, unless some other
effective date is set forth in the resignation. Vacancies in the Board of Directors shall be filled by a majority
of the remaining Directors, though less than a quorum remains, or by a sole
remaining director and any Directors so chosen to fill vacancies shall hold
office until the next annual election or until their successors have been duly
elected and qualified, unless sooner displaced, or unless their term of office
is terminated by resignation. When one
or more Directors shall resign from the Board, effective at a future date, a
majority of the Directors then in office, including those who have so resigned,
shall have power to fill such vacancy or vacancies, the vote thereon to take
effect when such resignation or resignations shall become effective, and each
Director so chosen shall hold office as provided in this section in the filling
of other vacancies.
ARTICLE VII
OFFICERS
Section
1. Designated Officers.
The officers of the corporation shall be chosen by the Board of
Directors, and shall be a President, Secretary and Treasurer. Any number of offices may be held by the
same person.
Section
2. Other Officers.
The corporation may have such other officers and agents as may, from
time to time, be determined and appointed by the Board of Directors, and for
such term as the Board of Directors may determine.
Section
3. Term and Qualification of Officers.
The officers of the corporation except as provided in Section 2 of this
Article, shall hold their office until the next annual meeting of the Board of
Directors, or until their successors are chosen and qualified, unless their
respective terms of office have been terminated by resignation in writing, duly
filed in the office of the Secretary of the corporation or removed. The President shall be chosen from the Board
of Directors, but the other officers need not be members of the Board of
Directors.
Section
4. Salaries.
The salaries of the officers or agents of the corporation shall be fixed
by the Board of Directors.
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Section
5. Removal of Officers.
Any officer, employee or agent elected or appointed by the Board of
Directors may be removed or discharged at any time by the affirmative vote of a
majority of the whole Board of Directors.
Section
6. President.
The President shall be the chief executive officer of the corporation;
he shall preside at all meetings of the stockholders and directors; he 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
contracts, bonds, mortgages, deeds and other instruments requiring the
signature of the corporation, and when the corporate seal is required, shall
cause the same to be affixed to any instrument requiring it, and when so
affixed, it shall be attested by the signature of the Secretary.
Section
7. Vice President.
The Vice President, if one is elected, shall, in the absence of or
disability of the President, perform the duties and exercise the powers of the
President, and shall perform such other duties as the Board of Directors may
prescribe.
Section
8. Secretary.
The Secretary shall attend all meetings of the Board of Directors and
all meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of
the stockholders and of-the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors, or by the President.
Section
9. Treasurer.
The Treasurer shall give bond if required by the Board of Directors
indemnifying the corporation against larceny, theft, embezzlement, forgery,
misappropriation, wrongful abstraction, willful misapplication, or other act of
fraud or dishonesty, in such sum and with such sureties as the Board of
Directors may determine, and he shall have such duties as may be prescribed by
the Board of Directors.
Section
10. Vacancies Work No Dissolution -
Filling of Vacancies. The failure to elect any
officers or Directors shall not dissolve the corporation. In the event of the failure to elect
annually any officers or Directors, or in the event of any vacancy occurring,
either by death, resignation, removal or otherwise, in the Board of Directors
or any office, the remaining Directors or officers shall have the power to act
and carry on the business of the corporation until such time as the vacancy is
filled, as provided in Section 8 of Article VI as pertains to vacancies in the
Board of Directors. In the event of
vacancies occurring as to any officer, one or more, by reason of death,
resignation, retirement, disqualification, removal from office or otherwise,
the remaining members of the Board of Directors, by a majority vote, may choose
a successor or successors, who shall hold office for the unexpired term in
respect to which such vacancy occurred.
ARTICLE VIII
CAPITAL STOCK
Section
1. Certificates.
The certificates of stock of the corporation shall have the name of the
company thereon and shall be numbered consecutively and shall be entered on the
books of the corporation as they are issued.
They shall exhibit the holder’s name, the number
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of shares and shall be signed by the Chairman
or Vice-Chairman of the Board of Directors, if any, or by the President or
Vice-President, and by the Treasurer or an Assistant Treasurer, or by the
Secretary or an Assistant Secretary of the corporation, certifying the number
of shares owned by the stockholder in such corporation.
Section
2. Transfer of Stock.
The shares of stock in the corporation shall be deemed personal property
and transferable as provided in the acts contained in Article 8 of Chapter 84
of the Kansas Statutes Annotated.
Whenever any transfer of shares shall be made for collateral security,
and not absolutely, it shall be so expressed in the entry of the transfer if,
when the certificates are presented to the corporation for transfer, both the
transferor and transferee request the Corporation to do so.
Section
3. Closing of Transfer Books .
(a) In order that the
corporation may determine the stockholders entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or to express consent
to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting, nor
more than sixty (60) days prior to any other action.
(b) If
no record date is fixed:
(1) The
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held.
(2) The
record date for determining stockholders entitled to express consent to
corporate action in writing without a meeting, when no prior action by the
Board of Directors is necessary, shall be the day on which the first written
consent is expressed.
(3) The
record date for determining stockholders for any other purpose shall be at the
close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
(c) A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting, except
that the Board of Directors may fix a new record date for the adjourned
meeting.
Section 3A. Limitations
on Transfer of Stock. Before there
can a valid sale of any of the common stock of this corporation other than to a
record holder of stock of this corporation, the holder of said stock to be sold
shall give at least thirty (30) days’ notice in writing to the corporation and
to each of the record holders of common stock of the corporation, of his desire
to sell said stock, which notice shall set forth fully the price, terms and
conditions of any existing bona fide offer to purchase and the name of the
person making said offer. Said written
notice shall be sent by registered or certified mail to the corporation at its
registered office and to each of the record holders of common stock, at his or
her last known address. Such
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record holders of common stock shall have the exclusive right for a
period of thirty (30) days from the receipt by the corporation of said written
notice, within which to elect to purchase said stock at the same price and upon
the same terms and conditions as those contained in said bona fide offer of
purchase; provided, that if any of said record holders of common stock elect to
purchase said stock being offered for sale, they shall mail by registered or
certified mail to said holder desiring to sell, written notice of such election
to purchase. In the event two or more
record holders of common stock so elect to purchase the stock being offered for
sale, each shall have the right to purchase the proportion of said stock being
offered which the number of shares of common stock of the corporation owned by
him bears to the total number of shares of stock owned by all those electing to
purchase. If no record holder of common
stock elects to purchase, then the corporation shall have ten (10) days in
which to purchase said stock in the same manner as herein set forth for
stockholders, and if the corporation does not elect to purchase said stock,
then said holder desiring to sell may accept the bona fide offer to purchase and
terms a valid sale and transfer of the stock which he is offering for sale, but
only upon the terms and conditions contained in said notice, and only to the
bona fide purchaser named in said notice.
In the event the party desiring to sell stock of the corporation
procures and files with the Secretary of the corporation the written consent
and waiver of the provisions and restrictions contained in this paragraph,
signed by all the other record holders of common stock of this corporation, and
by the corporation, then such party shall have the right to make a valid sale
and transfer of said stock, without being required to comply with the
provisions hereof.
Section
4. Lost or Destroyed Stock Certificates.
A new certificate of stock may be issued in the place of any certificate
heretofore issued by it, alleged to have been lost or destroyed upon the holder
thereof, or his legal representative, giving to the corporation a bond
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss of any such certificate. Such bond shall be in such amount as may be
authorized or approved by the Board of Directors; provided, however that such
new certificate may be issued without requiring any bond, when in the judgment
of the directors it is proper to do so.
ARTICLE IX
MISCELLANEOUS
Section
1. Order of Business at Stockholders’
Meeting. At any and all meetings of stockholders,
whether annual or special, the following order of business shall be
substantially observed, so far as is consistent with the purposes of the
meeting:
(a) Proof
of notice of meeting
(b) Report
as to quorum
(c) Reading
of minutes of preceding meeting
(d) Report
of President
(e) Report
of Treasurer
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(f) Election
of Directors
(g) Unfinished
business
(h) New
business
Provided
however, that the order of business my be changed by an affirmative vote of a
majority of the stockholders present.
Section
2. Order of Business at Board of Directors’
Meeting. The order of business at any meeting of the
Board of Directors shall be substantially as follows, so far as is consistent
with the purposes of the meeting:
(a) Proof
of notice of meeting
(b) Report
as to quorum
(c) Reading
of minutes of preceding meeting
(d) Report
of officers or committees
(e) Election
of officers
(f) Unfinished
business
(g) New
business
Provided,
however, that the order of business may be changed by an affirmative vote of a
majority of the Directors present.
Section
3. Execution of Checks, Demands for
Money or Notes. All funds of the company shall be deposited
in banks or financial institutions designated by the Board of Directors, and
all checks or demands for money, or notes, of the corporation shall be signed by
each officer or officers of the corporation as the Board of Directors may from
time to time designate.
Section
4. Fiscal Year.
The fiscal year of the corporation shall be such as may from time to
time be determined by the Board of Directors.
Section
5. Dividends.
Dividends upon the capital stock of the corporation, when earned, may be
declared by the Board of Directors at any regular or special meeting, out of
any funds legally available for such purpose.
Section
6. Notices.
Whenever under the provisions of these By-Laws notice is required to be
given to any Director, officer or stockholder, it shall not be construed to
mean personal notice, but such notice may be given in writing, by mail, by
depositing the same in the post office in a postpaid sealed wrapper, addressed
to such stockholder, officer or Director, at such address as appears on the
books of the corporation or in default of any other address, to such Director,
officer or stockholder, at the general post office in the city of Wichita, Kansas,
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and such notice shall be deemed to be given
at the time when the same shall be thus mailed. Notice to be given to Directors may likewise be given as
otherwise provided in these By-Laws.
Any stockholder, director or officer may waive any notice required to be
given under these By-Laws.
ARTICLE X
AMENDMENTS
Section
1. These By-Laws may be altered,
repealed, or amended by the Board of Directors.
ADOPTED this 4th
day of January, 1997.
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/s/ John P. Moore
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John P.
Moore
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/s/ Christopher C. Moore
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Christopher
C. Moore
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/s/ Catherine M. Moore
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Catherine M.
Moore
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