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EXHIBIT 3.2
AMENDED AND RESTATED BY-LAWS
OF
CROWN BOOKS CORPORATION
Incorporated under the Laws of the State of Delaware
(THE "BY-LAWS")
ARTICLE I
OFFICES AND RECORDS
SECTION 1.1 Delaware Office. The principal office of the
Corporation in the State of Delaware shall be located in the City of
Wilmington, County of New Castle, and the name and address of its registered
agent is The Corporation Trust Company, The Corporation Trust Center, 1209
Orange Street, Wilmington, Delaware.
SECTION 1.2 Other Offices. The Corporation may have such other
offices, either within or without the State of Delaware, as the Board of
Directors may designate or as the business of the Corporation may from time to
time require.
SECTION 1.3 Books and Records. The books and records of the
Corporation may be kept outside the State of Delaware at such place or places
as may from time to time be designated by the Board of Directors.
ARTICLE II
STOCKHOLDERS
SECTION 2.1 Annual Meeting. The annual meeting of the stockholders
of the Corporation shall be held on such date and at such place and time as may
be fixed by resolution of the Board of Directors.
SECTION 2.2 Special Meeting. Unless otherwise prescribed by law,
the Certificate of Incorporation or these By-Laws, special meetings of the
stockholders may be called only by the Chairman of the Board or by the Board of
Directors pursuant to a resolution adopted by a majority of the total number of
directors which the Corporation would have if there were no vacancies (the
"Whole Board").
SECTION 2.3 Place of Meeting. The Board of Directors or the
Chairman of the Board, as the case may be, may designate the place of meeting
for any annual meeting or for any special meeting of the stockholders called by
the Board of Directors or the Chairman of the Board. If no designation is so
made, the place of meeting shall be the principal office of the Corporation.
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SECTION 2.4 Notice of Meeting. Written or printed notice, stating
the place, day and hour of the meeting and the purpose or purposes for which
the meeting is called, shall be delivered by the Corporation not less than ten
(10) days nor more than sixty (60) days before the date of the meeting, either
personally or by mail, to each stockholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail with postage thereon prepaid, addressed to the
stockholder at his address as it appears on the stock transfer books of the
Corporation. Such further notice shall be given as may be required by law. Only
such business shall be conducted at a special meeting of stockholders as shall
have been brought before the meeting pursuant to the Corporation's notice of
meeting. Meetings may be held without notice if all stockholders entitled to
vote are present, or if notice is waived by those not present in accordance
with Section 6.4 of these By-Laws.
SECTION 2.5 Quorum and Adjournment. Except as otherwise provided by
law or by the Certificate of Incorporation, or these By-Laws, the holders of a
majority of the voting power of the outstanding shares of the Corporation
entitled to vote generally in the election of directors (the "Voting Stock"),
represented in person or by proxy, shall constitute a quorum at a meeting of
stockholders, except that when specified business is to be voted on by a class
or series of stock voting as a class, the holders of a majority of the shares
of such class or series shall constitute a quorum of such class or series for
the transaction of such business. The Chairman of the meeting or a majority of
the shares so represented may adjourn the meeting from time to time, whether or
not there is such a quorum. No notice of the time and place of such adjourned
meeting need be given if the date, time and location of such adjourned meeting
is announced at the meeting to be adjourned. If a quorum is present at any
meeting, any adjournment of such meeting by the Chairman of the meeting may be
overruled by the vote of the holders of a majority of the voting power of the
outstanding shares of the Corporation entitled to vote thereon which are
present in person or by proxy at the meeting, and the Corporation shall take
all necessary steps to facilitate such a vote by the stockholders if a request
is so made.
SECTION 2.6 Proxies. At all meetings of stockholders, a stockholder
may vote by proxy executed in writing (or in such manner prescribed by the
General Corporation Law of the State of Delaware) by the stockholder, or by his
duly authorized attorney in fact.
SECTION 2.7 Notice of Stockholder Business and Nominations.
(A) Annual Meetings of Stockholders. (1) Nominations of persons
for election to the Board of Directors of the Corporation and the proposal of
business to be considered by the stockholders may be made at an annual meeting
of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by or
at the direction of the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of notice
provided for in this By-law, who is entitled to vote at the meeting and who
complies with the notice procedures set forth in this By-Law.
(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause (c) of
paragraph (A)(1) of this By-Law, the stockholder must have given timely notice
thereof in writing to the Secretary of the
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Corporation and such other business must otherwise be a proper matter for
stockholder action. To be timely, a stockholder's notice shall be delivered to
the Secretary at the principal executive offices of the Corporation not later
than the close of business on the 120th day prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder to be timely must be so
delivered not later than the close of business on the later of the 120th day
prior to such annual meeting. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a
stockholder's notice as described above. Such stockholder's notice shall set
forth (a) as to each person whom the stockholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors in an election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and Rule 14a-11 thereunder (including such
person's written consent to being named in the proxy statement as a nominee and
to serving as a director if elected); (b) as to any other business that the
stockholder proposes to bring before the meeting, a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made; and (c) as to the stockholder giving notice and the beneficial owner, if
any, on whose behalf the nomination or proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's books, and of
such beneficial owner and (ii) the class and number of shares of the
corporation which are owned beneficially and of record by such stockholder and
such beneficial owner.
(3) On the date of the meeting, the Board of Directors of
the Corporation shall appoint a Chairperson of the meeting, who shall determine
and declare whether each nomination made by any stockholder has been made in
accordance with the procedures prescribed by the By-Laws. If the Chairperson
should determine that a nomination has not been made in accordance with the
procedures prescribed in the By-Laws, the Chairperson shall declare the
nomination to be defective, and the defective nomination shall be disregarded.
(B) Special Meetings of Stockholders. Only such business shall be
conducted at a special meeting of stockholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting. Nominations
of persons for election to the Board of Directors may be made at a special
meeting of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting (a) by or at the direction of the Board of
Directors or (b) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any stockholder of the
corporation who is a stockholder of record at the time of giving of notice
provided for in this By-laws, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this By-Law. In the event
the Corporation calls a special meeting of stockholders for the purpose of
electing one or more directors to the Board of Directors, any such stockholder
may nominate a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this By-Law shall be
delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the later of the 120th day
prior to such special meeting.
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(C) General. (1) Only such persons who are nominated in
accordance with the procedures set forth in this By-Law shall be eligible to
serve as directors and only such business shall be conducted at a meeting of
stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this By-Law. Except as otherwise provided by law,
the Certificate of Incorporation or these By-Laws, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any business
proposed to be brought before the meeting was made or proposed, as the case may
be, in accordance with the procedures set forth in this By-Law and, if any
proposed nomination or business is not in compliance with this By-Law, to
declare that such defective proposal or nomination shall be disregarded.
(2) Notwithstanding the foregoing provisions of this
By-Law, a stockholder shall also comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-Law. Nothing in this By-Law shall be deemed to
affect any rights (i) of stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) of the holders of any series of Preferred Stock to elect directors under
specified circumstances.
SECTION 2.8 Vote of Stockholders. Except as otherwise permitted by
law, by the Certificate of Incorporation or by Section 2.10 hereof, all action
by stockholders shall be taken at a meeting of the stockholders. Except as
otherwise provided in the Certificate of Incorporation, every stockholder of
record, as determined pursuant to Section 2.13 hereof, who is entitled to vote
shall at every meeting of the stockholders be entitled to one vote for each
share of stock entitled to participate in such vote held by such stockholder on
the record date, subject to the rights of preferred stock, if any. Every
stockholder entitled to vote shall have the right to vote in person or by
proxy. Except as otherwise provided by law, no vote on any question upon which
a vote of the stockholders may be taken need be by ballot unless the chairman
of the meeting shall determine that it shall be by ballot or the holders of a
majority of the shares of stock present in person or by proxy and entitled to
participate in such vote shall so demand. In a vote by ballot, each ballot
shall state the number of shares voted and the name of the stockholder or proxy
voting. Unless otherwise provided by law or by the Certificate of
Incorporation, each director shall be elected by a plurality of the votes cast,
whether in person or by proxy, and all other questions shall be decided by the
vote of the holder of a majority of the shares of the stock present in person
or by proxy at the meting and entitled to vote on the question.
SECTION 2.9 Inspectors of Elections; Opening and Closing the Polls.
The Board of Directors by resolution shall appoint one or more inspectors,
which inspector or inspectors may include individuals who serve the Corporation
in other capacities, including, without limitation, as officers, employees,
agents or representatives, to act at the meetings of stockholders and make a
written report thereof. One or more persons may be designated as alternate
inspectors to replace any inspector who fails to act. If no inspector or
alternate has been appointed to act or is able to act at a meeting of
stockholders, the Chairman of the meeting shall appoint one or more inspectors
to act at the meeting. Each inspector, before discharging his or her duties,
shall take and sign an oath faithfully to execute the duties of inspector with
strict impartiality and according to the best of his or her ability. The
inspectors shall have the duties prescribed by law.
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SECTION 2.10 Action by Written Consent. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be taken for or
in connection with any corporate action by any provision of the General
Corporation Law of the State of Delaware, the meeting, prior to notice of such
meeting and the vote of the stockholders may be dispensed with and such
corporate action may be taken with the written consent of the stockholders of
stock having no less than the minimum percentage of the total vote required by
statute for the proposed corporate action, unless the Amended and Restated
Certificate of Incorporation or these bylaws require a greater percentage for
such action, in which case the consent shall be that of the holders of such
greater percentage; provided, however, that prompt notice is given to all the
stockholders who have not consented to the taking of such corporate action
without a meeting and by less than unanimous written consent. Whenever it is
intended that action is to be taken by stockholders without a meeting, a form
for expressing consent in writing to such action shall be sent to all holders
of stock entitled to vote on such action.
SECTION 2.11 Effectiveness of Written Consent. Every written consent
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within 60 days of the earliest date written consent received, a
written consent or consents signed by a sufficient number of holders to take
such action are delivered to the Corporation.
SECTION 2.12 Stockholders Entitled to Vote. The Board of Directors
may fix a date not less than ten (10) nor more than sixty (60) days preceding
the date of any meeting of stockholders, or preceding the last day on which the
consent of stockholders may be effectively expressed for any purpose without a
meeting, as a record date for the determination of the stockholders entitled:
(a) to notice of, and to vote at, such meeting and any adjournment thereof; or
(b) to express such consent. In such case, such stockholders of record on the
date so fixed, shall be entitled to notice of, and to vote at, such meeting and
any adjournment thereof or to express such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date is so fixed.
ARTICLE III
BOARD OF DIRECTORS
SECTION 3.1 General Powers. The business and affairs of the
Corporation shall be managed under the direction of the Board of Directors. In
addition to the powers and authorities by these By-Laws expressly conferred
upon them, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these By-Laws required to be exercised
or done by the stockholders.
SECTION 3.2 Number and Tenure. Subject to the rights of the holders
of any series of Preferred Stock to elect directors under specified
circumstances, the number of directors shall to be determined from time to time
by resolution of the Board of Directors. Directors need not be stockholders.
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SECTION 3.3 Chairman of the Board. The Chairman of the Board shall
be chosen from among the Directors. The Chairman of the Board shall preside at
all meetings of the stockholders and of the Board of Directors, except that, in
his absence, he may designate another member of the Board of Directors to so
preside. Unless otherwise provided by resolution of the Board of Directors, the
Chairman of the Board shall not be an officer of the Corporation. The Chairman
of the Board shall perform all duties incidental to his office which may be
required by law and all such other duties as are properly required of him by
the Board of Directors. He shall make reports to the Board of Directors and the
stockholders and shall see that all orders and resolutions of the Board of
Directors and any committee thereof are carried into effect.
SECTION 3.4 Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law immediately
after, and at the same place as, the Annual Meeting of Stockholders. The Board
of Directors may, by resolution, provide the time and place for the holding of
additional regular meetings without other notice than such resolution.
SECTION 3.5 Special Meetings. Special meetings of the Board of
Directors shall be called at the request of the Chairman of the Board or a
majority of the Board of Directors then in office. The person or persons
authorized to call special meetings of the Board of Directors may fix the place
and time of the meetings.
SECTION 3.6 Notice. Notice of any special meeting of directors
shall be given to each director at his business or residence in writing by hand
delivery, first-class or overnight mail or courier service, telegram or
facsimile transmission, orally by telephone, or via e-mail. If mailed by
first-class mail, such notice shall be deemed adequately delivered when
deposited in the United States mails so addressed, with postage thereon
prepaid, at least five (5) days before such meeting. If by telegram, overnight
mail or courier service, such notice shall be deemed adequately delivered when
the telegram is delivered to the telegraph company or the notice is delivered
to the overnight mail or courier service company at least twenty-four (24)
hours before such meeting. If by facsimile transmission, such notice shall be
deemed adequately delivered when the notice is transmitted at least twenty-four
(24) hours before such meeting. If by telephone, by e-mail, or by hand
delivery, the notice shall be given at least twenty-four (24) hours prior to
the time set for the meeting. 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 of such meeting, except for amendments to these
By-Laws, as provided under Section 8.1. A meeting may be held at any time
without notice if all the directors are present or if those not present waive
notice of the meeting in accordance with Section 6.4 of these By-Laws.
SECTION 3.7 Action by Consent of Board of Directors. Any action
required or permitted to be taken at any meeting of the Board of Directors or
of any committee thereof may be taken without a meeting if all members of the
Board or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.
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SECTION 3.8 Conference Telephone Meetings. Members of the Board of
Directors, or any committee thereof, may participate in a meeting of the Board
of Directors or such committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
SECTION 3.9 Quorum. Subject to Section 3.10, a whole number of
directors equal to at least a majority of the Whole Board shall constitute a
quorum for the transaction of business, but if at any meeting of the Board of
Directors there shall be less than a quorum present, a majority of the
directors present may adjourn the meeting from time to time without further
notice. The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors. The directors
present at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough directors to leave less
than a quorum.
SECTION 3.10 Vacancies. Subject to applicable law and the rights of
the holders of any series of Preferred Stock with respect to such series of
Preferred Stock, and unless the Board of Directors otherwise determines,
vacancies resulting from death, resignation, retirement, disqualification,
removal from office or other cause, and newly created directorships resulting
from any increase in the authorized number of directors, may be filled only by
the affirmative vote of a majority of the remaining directors, though less than
a quorum of the Board of Directors, and directors so chosen shall hold office
for a term expiring at the annual meeting of stockholders at which the term of
office of the class to which they have been elected expires and until such
director's successor shall have been duly elected and qualified. No decrease in
the number of authorized directors constituting the Whole Board shall shorten
the term of any incumbent director.
SECTION 3.11 Executive and Other Committees. The Board of Directors
may, by resolution adopted by a majority of the Whole Board, designate an
Executive Committee to exercise, subject to applicable provisions of law, all
of the powers of the Board in the management of the business and affairs of the
Corporation when the Board is not in session, and may, by resolution similarly
adopted, designate one or more other committees; provided, however, that the
foregoing is subject to the applicable provisions of law and the Certificate of
Incorporation and shall not be construed as authorizing action by the Executive
Committee with respect to any action which is required to be taken by vote of a
specified proportion of the whole Board of Directors; and provided, further,
that the Executive Committee shall not have the power or authority to fill
vacancies in its own membership, which vacancies shall be filled by the Board
of Directors. The Executive Committee and each such other committee shall
consist of two or more 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. Any such
committee, other than the Executive Committee (the powers of which are
expressly provided for herein), may to the extent permitted by law exercise
such powers and shall have such responsibilities as shall be specified in the
designating resolution. In the absence or disqualification of any member of
such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not constituting a quorum,
may unanimously appoint another member of the Board to act at the
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meeting in the place of any such absent or disqualified member. Each committee
shall keep written minutes of its proceedings and shall report such proceedings
to the Board when required. A majority of the committee shall constitute a
quorum, but the affirmative vote of a majority of the whole committee shall be
necessary to act in every case.
A majority of any committee may determine its action and fix the time
and place of its meetings, unless the Board shall otherwise provide. Notice of
such meetings shall be given to each member of the committee in the manner
provided for in Section 3.6 of these By-Laws. The Board shall have power at any
time to fill vacancies in, to change the membership of, or to dissolve any such
committee. Nothing herein shall be deemed to prevent the Board from appointing
one or more committees consisting in whole or in part of persons who are not
directors of the Corporation; provided, however, that no such committee shall
have or may exercise any authority of the Board.
SECTION 3.12 Removal. Subject to the rights of the holders of any
series of Preferred Stock with respect to such series of Preferred Stock, any
director, or the entire Board of Directors, may be removed from office at any
time, with or without cause, by the affirmative vote of the holders of a
majority of the voting power of the shares of stock then entitled to vote with
respect to the election of such director or directors.
SECTION 3.13 Records. The Board of Directors shall cause to be kept
a record containing the minutes of the proceedings of the meetings of the Board
and of the stockholders, appropriate stock books and registers and such books
of records and accounts as may be necessary for the proper conduct of the
business of the Corporation.
ARTICLE IV
OFFICERS
SECTION 4.1 Elected Officers. The elected officers of the
Corporation shall be a Chief Executive Officer, a President, a Secretary, a
Treasurer, and such other officers (including, without limitation, a Chief
Financial Officer) as the Board of Directors from time to time may deem proper.
All officers elected by the Board of Directors shall each have such powers and
duties as generally pertain to their respective offices, subject to the
specific provisions of this ARTICLE IV. Such officers shall also have such
powers and duties as from time to time may be conferred by the Board of
Directors or by any committee thereof. The Board of any committee thereof may
from time to time elect, or the Chief Executive Officer may appoint, such other
officers (including one or more Assistant Vice Presidents, Assistant
Secretaries, Assistant Treasurers, and Assistant Controllers) and such agents,
as may be necessary or desirable for the conduct of the business of the
Corporation. Such other officers and agents shall have such duties and shall
hold their offices for such terms as shall be provided in these By-Laws or as
may be prescribed by the Board or such committee or by the Chief Executive
Officer, as the case may be.
SECTION 4.2 Election and Term of Office. The elected officers of
the Corporation shall be elected annually by the Board of Directors at the
regular meeting of the
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Board of Directors held after the annual meeting of the stockholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as convenient. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign, but any officer may be removed from office at
any time by the affirmative vote of a majority of the Whole Board or, except in
the case of an officer or agent elected by the Board, by the Chief Executive
Officer.
SECTION 4.3 Chief Executive Officer. The Chief Executive Officer
shall be responsible for the general management of the affairs of the
Corporation and shall perform all duties incidental to his office which may be
required by law and all such other duties as are properly required of him by
the Board of Directors. He shall make reports to the Board of Directors and the
stockholders. The Chief Executive Officer may also serve as President, if so
elected by the Board.
SECTION 4.4 President. The President shall act in a general
executive capacity and shall assist the Chief Executive Officer in the
administration and operation of the Corporation's business and general
supervision of its policies and affairs. The President shall, in the absence of
or because of the inability to act of the Chief Executive Officer, perform all
duties of the Chief Executive Officer.
SECTION 4.5 Vice-Presidents. Each Vice President shall have such
powers and shall perform such duties as shall be assigned to him by the Board
of Directors or the Chief Executive Officer.
SECTION 4.6 Chief Financial Officer. The Chief Financial Officer
(if any) shall be a Vice President and act in an executive financial capacity.
He shall assist the Chief Executive Officer and the President in the general
supervision of the Corporation's financial policies and affairs.
SECTION 4.7 Treasurer. The Treasurer shall exercise general
supervision over the receipt, custody and disbursement of corporate funds. The
Treasurer shall cause the funds of the Corporation to be deposited in such
banks as may be authorized by the Board of Directors, or in such banks as may
be designated as depositaries in the manner provided by resolution of the Board
of Directors. He shall have such further powers and duties and shall be subject
to such directions as may be granted or imposed upon him from time to time by
the Board of Directors or the Chief Executive Officer.
SECTION 4.8 Secretary. The Secretary shall keep or cause to be kept
in one or more books provided for that purpose, the minutes of all meetings of
the Board, the committees of the Board and the stockholders; he shall see that
all notices are duly given in accordance with the provisions of these By-Laws
and as required by law; he shall be custodian of the records and the seal of
the Corporation and affix and attest the seal to all stock certificates of the
Corporation (unless the seal of the Corporation on such certificates shall be a
facsimile, as hereinafter provided); and he shall see that the books, reports,
statements, certificates and other documents and records required by law to be
kept and filed are properly kept and filed; and in general, he shall perform
all the duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the Board or the Chief Executive
Officer.
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SECTION 4.9 Removal. Any officer elected, or agent appointed, by
the Board of Directors may be removed by the affirmative vote of a majority of
the Whole Board with or without cause. Any officer or agent appointed by the
Chief Executive Officer may be removed with or without cause. No elected
officer shall have any contractual rights against the Corporation for
compensation by virtue of such election beyond the date of the election of his
successor, his death, his resignation or his removal, whichever event shall
first occur, except as otherwise provided in an employment contract or under an
employee deferred compensation plan.
SECTION 4.10 Vacancy. A newly created elected office and a vacancy
in any elected office because of death, resignation, or removal may be filled
by the Board of Directors for the unexpired portion of the term at any meeting
of the Board of Directors. Any vacancy in an office appointed by the Chief
Executive Officer because of death, resignation, or removal may be filled by
the Chief Executive Officer.
ARTICLE V
STOCK CERTIFICATES AND TRANSFERS
SECTION 5.1 Stock Certificates and Transfers. The interest of each
stockholder of the Corporation shall be evidenced by certificates for shares of
stock in such form as the appropriate officers of the Corporation may from time
to time prescribe. The shares of the stock of the Corporation shall be
transferred on the books of the Corporation by the holder thereof in person or
by his attorney hereunto authorized by a power of attorney duly executed and
filed with the Secretary of the Corporation, or a transfer agent of the
Corporation, if any, on surrender of the certificate of certificates for such
shares, properly endorsed for transfer. Such certificates shall be sealed with
the seal of the Corporation.
The certificates of stock shall be signed, countersigned and
registered in such manner as the Board of Directors may by resolution
prescribe, which resolution may permit all or any of the signatures on such
certificates to be in facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has 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 he were such officer, transfer agent or registrar at the date of
issue.
SECTION 5.2 Lost, Stolen or Destroyed Certificates. No certificate
for shares of stock in the Corporation shall be issued in place of any
certificate alleged to have been lost, destroyed or stolen, except on
production of such evidence of such loss, destruction or theft and on delivery
to the Corporation of a bond of indemnity in such amount, if any, and upon such
terms and secured by such surety, if any, as the Board of Directors or any
financial officer may in its or his discretion require.
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ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1 Fiscal Year. The fiscal year of the Corporation shall
be as determined from time to time by the Board of Directors.
SECTION 6.2 Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by law and the
Certificate of Incorporation.
SECTION 6.3 Seal. The corporate seal shall have inscribed thereon
the words "Corporate Seal," the year of incorporation and around the margin
thereof the words "Crown Books Corporation - Delaware."
SECTION 6.4 Waiver of Notice. Whenever any notice is required to be
given to any stockholder or director of the Corporation under the provisions of
the General Corporation Law of the State of Delaware or these By-Laws, 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. Neither the business to be transacted at, nor the
purpose of, any annual or special meeting of the stockholders or the Board of
Directors or committee thereof need be specified in any waiver of notice of
such meeting.
SECTION 6.5 Audits. The accounts, books and records of the
Corporation shall be audited upon the conclusion of each fiscal year by an
independent certified public accountant selected by the Board of Directors, and
it shall be the duty of the Board of Directors to cause such audit to be done
annually.
SECTION 6.6 Resignations. Any director or any officer, whether
elected or appointed, may resign at any time by giving written notice of such
resignation to the Chief Executive Officer, the President, or the Secretary,
and such resignation shall be deemed to be effective as of the close of
business on the date said notice is received by the Chief Executive Officer,
the President, or the Secretary, or at such later time as is specified therein.
No formal action shall be required of the Board of Directors or the
stockholders to make any such resignation effective.
ARTICLE VII
CONTRACTS, PROXIES, ETC.
SECTION 7.1 Contracts. Except as otherwise required by law, the
Certificate of Incorporation or these By-Laws, any contracts or other
instruments may be executed and delivered in the name and on the behalf of the
Corporation by such officer or officers of the Corporation as the Board of
Directors may from time to time direct. Such authority may be general or
confined to specific instances as the Board may determine. The Chief Executive
Officer, the President or any Vice President may execute bonds, contracts,
deeds, leases and
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other instruments to be made or executed for or on behalf of the Corporation
following the approval, if necessary, of the Board of Directors. Subject to any
restrictions imposed by the Board of Directors or the Chief Executive Officer,
the President or any Vice President of the Corporation may delegate contractual
powers to others under his jurisdiction, it being understood, however, that any
such delegation of power shall not relieve such officer of responsibility with
respect to the exercise of such delegated power.
SECTION 7.2 Proxies. Unless otherwise provided by resolution
adopted by the Board of Directors, the Chief Executive Officer, the President
or any Vice President may from time to time appoint an attorney or attorneys or
agent or agents of the Corporation, in the name and on behalf of the
Corporation, to cast the votes which the Corporation may be entitled to cast as
the holder of stock or other securities in any other corporation, any of whose
stock or other securities may be held by the Corporation, at meetings of the
holders of the stock or other securities of such other corporation, or to
consent in writing, in the name of the Corporation as such holder, to any
action by such other corporation, and may instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent, and
may execute or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal or otherwise, all such written proxies
or other instruments as he may deem necessary or proper in the premises.
ARTICLE VIII
AMENDMENTS
Amendments. Except as expressly provided otherwise by the Delaware General
Corporation Law, the Certificate of Incorporation of the Corporation, or other
provisions of these By-Laws, these By-Laws may be altered, amended or repealed,
in whole or in part, or new by-laws may be adopted, from time to time, by the
Board of Directors by affirmative vote of a majority of the whole Board of
Directors, except such of the by-laws as shall have been made from time to time
by holders of shares of stock entitled to vote thereon. The by-laws may also be
amended or repealed at any annual meeting or special meeting of stockholders by
a majority of the outstanding shares of stock entitled to vote thereon. Notice
of such proposed alteration, amendment or repeal setting forth the substance or
text thereof shall be included in the notice of any meeting of the Board of
Directors or stockholders called to consider any such alteration, amendment or
repeal.
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