BYLAWS
OF
ACE LEGAL COURIER SERVICES, INC.
(a Delaware corporation)
ARTICLE 1
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates
representing stock in the corporation shall be signed by, or in the name
of; the corporation by the Chairperson or Vice-Chairperson of the Board
of Directors, if any, or by the President or a Vice-President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the corporation. Any or all the signatures on any such
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer,
transfer agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more
than one class of stock or more than one series of any class of stock,
and whenever the corporation shall issue any shares of its stock as
partly paid stock, the certificates representing shares of any such
class or series or of any such partly paid stock shall set forth thereon
the statements prescribed by the General Corporation Law. Any
restrictions on the transfer or registration of transfer of any shares
of stock of any class or series shall be noted conspicuously on the
certificate representing such shares.
The corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by
it, alleged to have been lost, stolen, or destroyed, and the Board of
Directors may require the owner of the lost, stolen, or destroyed
certificate, or such owner's legal representative, to give the
corporation a bond sufficient to indemnify the corporation against any
claim that may be made against it on account of the alleged loss, theft,
or destruction of any such certificate or the issuance of any such new
certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions
imposed by the General Corporation Law, the Board of Directors of the
corporation may provide by resolution or resolutions that some or all of
any or all classes or series of the stock of the corporation shall be
uncertificated shares. Within a reasonable time after the issuance or
transfer of any uncertificated shares, the corporation shall send to the
registered owner thereof any written notice prescribed by the General
Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but
shall not be required to, issue fractions of a share. If the corporation
does not issue fractions of a share, it shall (I) arrange for the
disposition of fractional interests by those entitled thereto, (2) pay
in cash the fair value of fractions of a share as of the time when those
entitled to receive such fractions are determined, or (3) issue scrip or
warrants in registered form (either represented by a certificate or
uncertificated) or bearer form (represented by a certificate) which
shall entitle the holder to receive a full share upon the surrender of
such scrip or warrants aggregating a full share. A certificate for a
fractional share or an uncertificated fractional share shall, but scrip
or warrants shall not unless otherwise provided therein, entitle the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any of the assets of the corporation in the event of
liquidation. The Board of Directors may cause scrip or warrants to be
issued subject to the conditions that they shall become void if not
exchanged for certificates representing the full shares or
uncertificated full shares before a specified date, or subject to the
conditions that the shares for which scrip or warrants are exchangeable
may be sold by the corporation and the proceeds thereof distributed to
the holders of scrip or warrants, or subject to any other conditions
which the Board of Directors may impose.
4. STOCK TRANSFERS. Upon compliance with provisions
restricting the transfer or registration of transfer of shares of stock,
if any, transfers or registration of transfers of shares of stock of the
corporation shall be made only on the stock ledger of the corporation by
the registered holder thereof; or by the registered holder's attorney
thereunto authorized by power of attorney duly executed and filed with
the Secretary of the corporation or with a transfer agent or a
registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates for such
shares of stock properly endorsed and the payment of all taxes due
thereon.
5. RECORD DATE FOR STOCKHOLDERS. 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; the
Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is
adopted by the Board of Directors, and which record date shall not be
more than sixty nor less than ten days before the date of such meeting.
If no record date is fixed by the Board of Directors, 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. 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; provided, however, that the
Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitled to
consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which date shall not be more than ten days after
the date upon which the resolution fixing the record date is adopted by
the Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining the stockholders entitled to
consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is required by the General Corporation
Law, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the
corporation by delivery to its registered office in the State of
Delaware, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the corporation's
registered office shall be by hand or by certified or registered mail,
return receipt requested. If no record date has been fixed by the Board
of Directors and prior action by the Board of Directors is required by
the General Corporation Law, the record date for determining
stockholders entitled to consent to corporate action in writing without
a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action. In
order that the corporation may determine the stockholders entitled to
receive payment of any dividend or other distribution or allotment of
any rights or the stockholders 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 a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted, and which record date
shall be not more than sixty days prior to such action. If no record
date is fixed, the record date for determining stockholders for any such
purpose shall be at the close of business on the day on which the Board
of Directors adopts the resolution relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of
the right to notice of a meeting of stockholders or a waiver thereof or
to participate or vote thereat or to consent or dissent in writing in
lieu of a meeting, as the case may be, the term "share" or "shares" or
"share of stock" or "shares of stock" or "stockholder" or "stockholders"
refers to an outstanding share or shares of stock and to a holder or
holders of record of outstanding shares of stock when the corporation is
authorized to issue only one class of shares of stock, and said
reference is also intended to include any outstanding share or shares of
stock and any holder or holders of record of outstanding shares of stock
of any class upon which or upon whom the certificate of incorporation
confers such rights where there are two or more classes or series of
shares of stock or upon which or upon whom the General Corporation Law
confers such rights notwithstanding that the certificate of
incorporation may provide for more than one class or series of shares of
stock, one or more of which are limited or denied such rights
thereunder; provided, however, that no such right shall vest in the
event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights
under the provisions of the certificate of incorporation, except as any
provision of law may otherwise require.
7. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at
the time fixed, from time to time, by the directors, provided, that the
first annual meeting shall be held on a date within thirteen months
after the organization of the corporation, and each successive annual
meeting shall be held on a date within thirteen months after the date of
the preceding annual meeting. A special meeting shall be held on the
date and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings shall be held
at such place, within or without the State of Delaware, as the directors
may, from time to time, fix. Whenever the directors shall fail to fix
such place, the meeting shall be held at the registered office of the
corporation in the State of Delaware.
- CALL. Annual meetings and special meetings may be called
by the directors or by any officer instructed by the directors to call
the meeting.
- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings
shall be given, stating the place, date, and hour of the meeting and
stating the place within the city or other municipality or community at
which the list of stockholders of the corporation may be examined. The
notice of an annual meeting shall state that the meeting is called for
the election of directors and for the transaction of other business
which may properly come before the meeting, and shall (if any other
action which could be taken at a special meeting is to be taken at such
annual meeting) state the purpose or purposes. The notice of a special
meeting shall in all instances state the purpose or purposes for which
the meeting is called. The notice of any meeting shall also include, or
be accompanied by, any additional statements, information, or documents
prescribed by the General Corporation Law. Except as otherwise provided
by the General Corporation Law, a copy of the notice of any meeting
shall be given, personally or by mail, not less than ten days nor more
than sixty days before the date of the meeting, unless the lapse of the
prescribed period of time shall have been waived, and directed to each
stockholder at such stockholder's record address or at such other
address which such stockholder may have furnished by request in writing
to the Secretary of the corporation. Notice by mail shall be deemed to
be given when deposited, with postage thereon prepaid, in the United
States Mail. If a meeting is adjourned to another time, not more than
thirty days hence, and/or to another place, and if an announcement of
the adjourned time and/or place is made at the meeting, it shall not be
necessary to give notice of the adjourned meeting unless the directors,
after adjournment, fix a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver
of notice signed by such stockholder before or after the time stated
therein. Attendance of a stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the
stockholder attends the 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. Neither the business to
be transacted at, nor the purpose of; any regular or special meeting of
the stockholders need be specified in any written waiver of notice.
- STOCKHOLDER LIST. 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, 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 or other municipality or community
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. The stock ledger shall be
the only evidence as to who are the stockholders entitled to examine the
stock ledger, the list required by this section or the books of the
corporation, or to vote at any meeting of stockholders.
- CONDUCT OF MEETING. Meetings of the stockholders shall be
presided over by one of the following officers in the order of seniority
and if present and acting - the Chairperson of the Board, if any, the
Vice-Chairperson of the Board, if any, the President, a Vice-President,
or, if none of the foregoing is in office and present and acting, by a
chairperson to be chosen by the stockholders. The Secretary of the
corporation, or in such Secretary's absence, an Assistant Secretary,
shall act as secretary of every meeting, but if neither the Secretary
nor an Assistant Secretary is present the chairperson of the meeting
shall appoint a secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may authorize
another person or persons to act for such stockholder by proxy in all
matters in which a stockholder is entitled to participate, whether by
waiving notice of any meeting, voting or participating at a meeting, or
expressing consent or dissent without a meeting. Every proxy must be
signed by the stockholder or by such stockholder's attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date
unless such proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and, if; and
only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A proxy may be made irrevocable regardless
of whether the interest with which it is coupled is an interest in the
stock itself or an interest in the corporation generally
- INSPECTORS. The directors, in advance of any meeting, may,
but need not, appoint one or more inspectors of election to act at the
meeting or any adjournment thereof. If an inspector or inspectors are
not appointed, the person presiding at the meeting may, but need not,
appoint one or more inspectors. In case any person who may be appointed
as an inspector fails to appear or act, the vacancy may be filled by
appointment made by the directors in advance of the meeting or at the
meeting by the person presiding thereat. Each inspector, if any, before
entering upon the discharge of duties of inspector, shall take and sign
an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of such inspector's
ability. The inspectors, if any, shall determine the number of shares of
stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and
effect of proxies, and shall receive votes, ballots, or consents, hear
and determine all challenges and questions arising in connection with
the right to vote, count and tabulate all votes, ballots, or consents,
determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the
person presiding at the meeting, the inspector or inspectors, if any,
shall make a report in writing of any challenge, question, or matter
determined by such inspector or inspectors and execute a certificate of
any fact found by such inspector or inspectors. Except as may otherwise
be required by subsection (e) of Section 231 of the General Corporation
Law, the provisions of that Section shall not apply to the corporation.
- QUORUM. The holders of a majority of the outstanding
shares of stock shall constitute a quorum at a meeting of stockholders
for the transaction of any business. The stockholders present may
adjourn the meeting despite the absence of a quorum.
- VOTING. Each share of stock shall entitle the holder
thereof to one vote. Directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy at the
meeting and entitled to vote on the election of directors. Any other
action shall be authorized by a majority of the votes cast except where
the General Corporation Law prescribes a different percentage of votes
and/or a different exercise of voting power, and except as may be
otherwise prescribed by the provisions of the certificate of
incorporation and these Bylaws. In the election of directors, and for
any other action, voting need not be by ballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any
provision of the General Corporation Law may otherwise require, any
action required by the General Corporation Law to be taken at any annual
or special meeting of stockholders, or any action which may be taken at
any annual or special meeting of stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent 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. Action taken pursuant to
this paragraph shall be subject to the provisions of Section 228 of the
General Corporation Law.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by or under the direction of the Board of
Directors of the corporation. The Board of Directors shall have the
authority to fix the compensation of the members thereof. The use of the
phrase "whole board" herein refers to the total number of directors
which the corporation would have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a
stockholder, a citizen of the United States, or a resident of the State
of Delaware. The initial Board of Directors shall consist of persons.
Thereafter the number of directors constituting the whole board shall be
at least one. Subject to the foregoing limitation and except for the
first Board of Directors, such number may be fixed from time to time by
action of the stockholders or of the directors, or, if the number is not
fixed, the number shall be . The number of directors may be increased
or decreased by action of the stockholders or of the directors.
3. ELECTION AND TERM. The first Board of Directors, unless
the members thereof shall have been named in the certificate of
incorporation, shall be elected by the incorporator or incorporators and
shall hold office until the first annual meeting of stockholders and
until their successors are elected and qualified or until their earlier
resignation or removal. Any director may resign at any time upon written
notice to the corporation. Thereafter, directors who are elected at an
annual meeting of stockholders, and directors who are elected in the
interim to fill vacancies and newly created directorships, shall hold
office until the next annual meeting of stockholders and until their
successors are elected and qualified or until their earlier resignation
or removal. Except as the General Corporation Law may otherwise require,
in the interim between annual meetings of stockholders or of special
meetings of stockholders called for the election of directors and/or for
the removal of one or more directors and for the filling of any vacancy
in that connection, newly created directorships and any vacancies in the
Board of Directors, including unfilled vacancies resulting from the
removal of directors for cause or without cause, may be filled by the
vote of a majority of the remaining directors then in office, although
less than a quorum, or by the sole remaining director.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board
shall fix, except that the first meeting of a newly elected Board shall
be held as soon after its election as the directors may conveniently
assemble.
- PLACE. Meetings shall be held at such place within or
without the State of Delaware as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be called
by or at the direction of the Chairperson of the Board, if any, the
Vice-Chairperson of the Board, if any, of the President, or of a
majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall
be required for regular meetings for which the time and place have been
fixed. Written, oral, or any other mode of notice of the time and place
shall be given for special meetings in sufficient time for the
convenient assembly of the directors thereat. Notice need not be given
to any director or to any member of a committee of directors who submits
a written waiver of notice signed by such director or member before or
after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when
such 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. Neither the business to
be transacted at, nor the purpose of; any regular or special meeting of
the directors need be specified in any written waiver of notice.
- QUORUM AND ACTION. A majority of the whole Board shall
constitute a quorum except when a vacancy or vacancies prevents such
majority, whereupon a majority of the directors in office shall
constitute a quorum, provided, that such majority shall constitute at
least one-third of the whole Board. A majority of the directors present,
whether or not a quorum is present, may adjourn a meeting to another
time and place. Except as herein otherwise provided, and except as
otherwise provided by the General Corporation Law, the vote of the
majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board. The quorum and voting provisions
herein stated shall not be construed as conflicting with any provisions
of the General Corporation Law and these Bylaws which govern a meeting
of directors held to fill vacancies and newly created directorships in
the Board or action of disinterested directors.
Any member or members of the Board of Directors or of any
committee designated by the Board, may participate in a meeting of the
Board, or any such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.
- CHAIRPERSON OF THE MEETING. The Chairperson of the Board,
if any and if present and acting, shall preside at all meetings.
Otherwise, the Vice-Chairperson of the Board, if any and if present and
acting, or the President, if present and acting, or any other director
chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided
by the General Corporation Law, any director or the entire Board of
Directors may be removed, with or without cause, by the' holders of a
majority of the shares then entitled to vote at an election of
directors.
6. COMMITTEES. The Board of Directors may designate one or
more committees, each committee to consist of one or more of the
directors of the corporation. The Board may designate one or more
directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee. In the
absence or disqualification of any member of any such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business
and affairs of the corporation with the exception of any power or
authority the delegation of which is prohibited by Section 141 of the
General Corporation Law, and may authorize the seal of the corporation
to be affixed to all papers which may require it.
7. WRITTEN ACTION. Any action required or permitted to be
taken at any meeting of the Board of Directors or 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.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a
President, a Secretary, a Treasurer, and, if deemed necessary,
expedient, or desirable by the Board of Directors, a Chairperson of the
Board, a Vice-Chairperson of the Board, an Executive Vice-President, one
or more other Vice-Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers with such titles as
the resolution of the Board of Directors choosing them shall designate.
Except as may otherwise be provided in the resolution of the Board of
Directors choosing such officer, no officer other than the Chairperson
or Vice-Chairperson of the Board, if any, need be a director. Any number
of offices may be held by the same person, as the directors may
determine.
Unless otherwise provided in the resolution choosing such
officer, each officer shall be chosen for a term which shall continue
until the meeting of the Board of Directors following the next annual
meeting of stockholders and until such officer's successor shall have
been chosen and qualified.
All officers of the corporation shall have such authority
and perform such duties in the management and operation of the
corporation as shall be prescribed in the resolutions of the Board of
Directors designating and choosing such officers and prescribing their
authority and duties, and shall have such additional authority and
duties as are incident to their office except to the extent that such
resolutions may be inconsistent therewith. The Secretary or an Assistant
Secretary of the corporation shall record all of the proceedings of all
meetings and actions in writing of stockholders, directors, and
committees of directors, and shall exercise such additional authority
and perform such additional duties as the Board shall assign to such
Secretary or Assistant Secretary. Any officer may be removed, with or
without cause, by the Board of Directors. Any vacancy in any office may
be filled by the Board of Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of
Directors shall prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall
be subject to change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
Subject to the provisions of the certificate of
incorporation and the provisions of the General Corporation Law, the
power to amend, alter, or repeal these Bylaws and to adopt new Bylaws
may be exercised by the Board of Directors or by the stockholders.
Bylaws of the date hereof.
I HEREBY CERTIFY that the foregoing is a full, true, and
correct copy of the Bylaws of Ace Legal Courier Services, Inc. as in
effect on the date hereof.
Dated: May 7th,1998
/s/ Dal Grauer
------------------------
Secretary of
Ace Legal Courier
Services, Inc.
