Exhibit 1.5
BYLAWS
OF
ASAP SOFTWARE EXPRESS, INC.
ARTICLE I
OFFICES
Section
1. The registered office in the State of
Illinois shall be as stated in the Articles of Incorporation or at such other
location in the State of Illinois 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 Illinois 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 Illinois 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
Illinois, 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, or when otherwise required to be given by the
Illinois Business Corporation Act.
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 Articles
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
one-fifth 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, or when otherwise required to be given by the
Illinois Business Corporation Act, 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
Articles 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 Articles 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 Articles 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
2
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 Articles 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 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. If such consent is signed by less than all of
the stockholders entitled to vote, then such consent shall become effective
only if at least five days prior to the execution of the consent a notice in
writing is delivered to all the stockholders entitled to vote with respect to
the subject matter thereto. After the
effective date of such consent, 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 law of
incorporation of such corporation may prescribe or, in the absence of such
provision, as the board of directors of such corporation may determine.
Section
3. If shares stand 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, such person’s 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 any 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.
3
Section
4. Shares held by an administrator, executor,
guardian, conservator or other personal representative may be voted by him or
her, either in person or by proxy, without a transfer of such shares into his
or her name. Shares standing in the name
of a trustee may be voted by him or her, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him or her without a transfer
of such shares into his or her 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 or her name
if authority to do so is contained in an appropriate order of the court by
which such receiver was appointed.
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 Articles 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 of
Directors. 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 a
successor is elected and qualified or until such director’s 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.
4
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
Illinois.
Section
5. The first meeting of each newly elected Board
of Directors shall be held immediately following the annual meeting of
stockholders at such place as the annual meeting of stockholders is held 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. In the event such meeting is
not held at such time and place, 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 of Directors.
Section
7. Special meetings of the Board of Directors
may be called by the President on one day’s notice to each director, either
personally or by mail or 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 of Directors 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 of Directors 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 Articles 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 Articles
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 of Directors 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 of Directors or committee.
Section
10. 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 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. Such
participation in a meeting shall constitute presence in person at the meeting.
5
COMPENSATION
OF DIRECTORS
Section
11. Unless otherwise restricted by the Articles
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 special or standing
committees may be allowed like compensation for attending committee meetings.
REMOVAL OF DIRECTORS
Section
12. Unless otherwise restricted by the Articles
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 any statute or under the
provisions of the Articles 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 or her 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, under any statute or under the
provisions of the Articles of Incorporation or of these Bylaws, notice is
required to be given, 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.
6
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 Articles 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 theft earlier resignation or removal.
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. 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 of 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 of 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. The President 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.
7
THE VICE PRESIDENTS
Section
9. In the absence of the President or in the
event of the President’s 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. The
Secretary shall give, or cause to be given, notice of all meetings of the
stockholders 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 the Secretary shall be.
The Secretary shall have custody of the corporate seal of the
Corporation and shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by the Secretary’s
signature or by the signature of an 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 such officer’s 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 the
Secretary’s 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. The Treasurer 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 transactions involving the Treasurer and of the financial
condition of the Corporation.
8
Section
14. If required by the Board of Directors, the
Treasurer 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 the office
of Treasurer and for the restoration to the Corporation, in case of the
Treasurer’s death, resignation, retirement or removal from office, of all
books, papers, vouchers, money and other property of whatever kind in the
possession or under the control of the Treasurer 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 the
Treasurer’s 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 of any or all classes or series
of its stock shall be uncertificated shares.
Certificates shall be signed by, or in the name of the Corporation by,
the 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 such shares 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 Illinois.
9
ARTICLE VIII
GENERAL PROVISIONS
DIVIDENDS
Section
1. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Articles 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 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 or reserves to meet contingencies or for equalizing
dividends, 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 such officer or to execute written instruments appointing a proxy
or proxies to represent the Corporation at all meetings of the 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, if any, shall have
inscribed thereon the name of the Corporation, the year of its organization and
the words “Corporate Seal, Illinois.” The seal may be used by causing it or a
facsimile thereof to be impressed, affixed or reproduced.
10
ARTICLE IX
AMENDMENTS
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 Articles 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 is 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 Articles of Incorporation, it
shall not divest or limit the power of the stockholders to adopt, amend or
repeal bylaws.
11