{"id":41530,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-ingram-micro-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-ingram-micro-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-ingram-micro-inc.html","title":{"rendered":"Bylaws &#8211; Ingram Micro Inc."},"content":{"rendered":"<pre>\n                                     BYLAWS\n\n                                       OF\n\n                                INGRAM MICRO INC.\n\n                                    * * * * *\n\n\n                                    ARTICLE I\n\n                                     OFFICES\n\n            SECTION 1. REGISTERED OFFICE. The registered office shall be in the\nCity of Wilmington, County of New Castle, State of Delaware.\n\n            SECTION 2. OTHER OFFICES. The Corporation may also have offices at\nsuch other places both within and without the State of Delaware as the Board of\nDirectors may from time to time determine or the business of the Corporation may\nrequire.\n\n            SECTION 3. BOOKS. The books of the Corporation may be kept within or\nwithout the State of Delaware as the Board of Directors may from time to time\ndetermine or the business of the Corporation may require.\n\n                                   ARTICLE II\n\n                            MEETINGS OF STOCKHOLDERS\n\n            SECTION 1. TIME AND PLACE OF MEETINGS. All meetings of stockholders\nshall be held at such place, either within or without the State of Delaware, on\nsuch date and at such time as may be determined from time to time by the Board\nof Directors (or the chief executive officer in the absence of a designation by\nthe Board of Directors).\n\n            SECTION 2. ANNUAL MEETINGS. Annual meetings of stockholders,\ncommencing with the year 1997, shall be held to elect the Board of Directors and\ntransact such other business as may properly be brought before the meeting.\n\n            SECTION 3. SPECIAL MEETINGS. Special meetings of stockholders may be\ncalled by the Board of Directors or the chairman of the Board and shall be\ncalled by the secretary at the request in writing of stockholders having at\nleast ten percent of the outstanding voting power of the\n\nCorporation.  Such request shall state the purpose or purposes of the proposed \nmeeting.\n\n            SECTION 4. NOTICE OF MEETINGS AND ADJOURNED MEETINGS; WAIVERS OF\nNOTICE. (a) Whenever stockholders are required or permitted to take any action\nat a meeting, a written notice of the meeting shall be given which shall state\nthe place, date and hour of the meeting, and, in the case of a special meeting,\nthe purpose or purposes for which the meeting is called. Unless otherwise\nprovided by the General Corporation Law of the State of Delaware as the same\nexists or may hereafter be amended ('DELAWARE LAW'), such notice shall be given\nnot less than 10 nor more than 60 days before the date of the meeting to each\nstockholder of record entitled to vote at such meeting. Business transacted at\nany special meeting of stockholders shall be limited to the purposes stated in\nthe notice. Unless these bylaws otherwise require, when a meeting is adjourned\nto another time or place (whether or not a quorum is present), notice need not\nbe given of the adjourned meeting if the time and place thereof are announced at\nthe meeting at which the adjournment is taken; provided that if the adjournment\nis for more than 30 days, or after the adjournment a new record date is fixed\nfor the adjourned meeting, a notice of the adjourned meeting shall be given to\neach stockholder of record entitled to vote at the meeting. At the adjourned\nmeeting, the Corporation may transact any business which might have been\ntransacted at the original meeting.\n\n            (b) A written waiver of any such notice signed by the person\nentitled thereto, whether before or after the time stated therein, shall be\ndeemed equivalent to notice. Attendance of a person at a meeting shall\nconstitute a waiver of notice of such meeting, except when the person attends\nthe meeting for the express purpose of objecting, at the beginning of the\nmeeting, to the transaction of any business because the meeting is not lawfully\ncalled or convened.\n\n            SECTION 5. QUORUM. Unless otherwise provided under the certificate\nof incorporation or these bylaws and subject to Delaware Law, the presence, in\nperson or by proxy, of the holders of a majority of the votes entitled to be\ncast by the stockholders entitled to vote generally, present in person or by\nproxy, shall constitute a quorum for the transaction of business at any meeting\nof the stockholders; provided that in the case of any vote to be taken by\nclasses, the holders of a majority of the votes entitled to be cast by the\nstockholders of a particular class shall constitute a quorum for the transaction\nof business by such class.\n\n                                        2\n\n            SECTION 6. VOTING. (a) Unless otherwise provided by Delaware Law or\nby the certificate of incorporation, each stockholder of record of any class or\nseries of capital stock of the Corporation shall be entitled to such number of\nvotes for each share of such stock as may be fixed in the certificate of\nincorporation or in the resolution or resolutions adopted by the Board of\nDirectors providing for the issuance of such stock.\n\n            (b) Each stockholder entitled to vote at a meeting of stockholders\nor to express consent or dissent to a corporate action in writing without a\nmeeting may authorize another person or persons to act for him by proxy, but no\nsuch proxy shall be voted or acted upon after three years from its date, unless\nthe proxy provides for a longer period.\n\n            (c) Unless otherwise provided by Delaware Law, the certificate of\nincorporation or these bylaws, the affirmative vote of shares of capital stock\nof the Corporation representing a majority of the voting power of the\nCorporation present, in person or by proxy, at a meeting of stockholders and\nentitled to vote on the subject matter shall be the act of the stockholders.\n\n            SECTION 7. ACTION BY CONSENT. (a) Unless otherwise provided in the\ncertificate of incorporation, any action required to be taken at any annual or\nspecial meeting of stockholders, or any action which may be taken at any annual\nor special meeting of stockholders, may be taken without a meeting, without\nprior notice and without a vote, if a consent or consents in writing, setting\nforth the action so taken, shall be signed by the holders of outstanding capital\nstock having not less than the minimum number of votes that would be necessary\nto authorize or take such action at a meeting at which all shares entitled to\nvote thereon were present and voted and shall be delivered to the Corporation by\ndelivery to its registered office in Delaware, its principal place of business,\nor an officer or agent of the Corporation having custody of the book in which\nproceedings of meetings of stockholders are recorded. Delivery made to the\nCorporation's registered office shall be by hand or by certified or registered\nmail, return receipt requested. Prompt notice of the taking of the corporate\naction without a meeting by less than unanimous written consent shall be given\nto those stockholders who have not consented in writing.\n\n                                        3\n\n            (b) Every written consent shall bear the date of signature of each\nstockholder who signs the consent, and no written consent shall be effective to\ntake the corporate action referred to therein unless, within 60 days of the\nearliest dated consent delivered in the manner required by this Section and\nDelaware Law to the Corporation, written consents signed by a sufficient number\nof holders to take action are delivered to the Corporation by delivery to its\nregistered office in Delaware, its principal place of business, or an officer or\nagent of the Corporation having custody of the book in which proceedings of\nmeetings of stockholders are recorded. Delivery made to the Corporation's\nregistered office shall be by hand or by certified or registered mail, return\nreceipt requested.\n\n            SECTION 8. ORGANIZATION. At each meeting of stockholders, the\nchairman of the Board, if one shall have been elected, (or in his absence or if\none shall not have been elected, the chief executive officer) shall act as\nchairman of the meeting. The secretary (or in his absence or inability to act,\nthe person whom the chairman of the meeting shall appoint secretary of the\nmeeting) shall act as secretary of the meeting and keep the minutes thereof.\n\n            SECTION 9. ORDER OF BUSINESS. The order of business at all meetings\nof stockholders shall be as determined by the chairman of the meeting.\n\n                                   ARTICLE III\n\n                                    DIRECTORS\n\n            SECTION 1. GENERAL POWERS. Except as otherwise provided in Delaware\nLaw or the certificate of incorporation, the business and affairs of the\nCorporation shall be managed by or under the direction of the Board of\nDirectors.\n\n            SECTION 2. NUMBER, ELECTION AND TERM OF OFFICE. The number of\ndirectors which shall constitute the whole Board of Directors shall be fixed\nfrom time to time by resolution of the Board of Directors but shall in no event\nbe less than five nor more than seven. The directors shall be elected at the\nannual meeting of the stockholders, except as provided in Section 12 of this\nArticle III, and each director so elected shall hold office until his successor\nis elected and qualified or until his earlier death, resignation or removal.\nDirectors need not be stockholders.\n\n                                        4\n\n            SECTION 3. QUORUM AND MANNER OF ACTING. (a) Unless the certificate\nof incorporation or these bylaws require a greater number, a majority of the\ntotal number of directors shall constitute a quorum for the transaction of\nbusiness, and the affirmative vote of a majority of the directors present at a\nmeeting at which a quorum is present shall be the act of the Board of Directors.\n\n            (b) When a meeting is adjourned to another time or place (whether or\nnot a quorum is present), notice need not be given of the adjourned meeting if\nthe time and place thereof are announced at the meeting at which the adjournment\nis taken. At the adjourned meeting, the Board of Directors may transact any\nbusiness which might have been transacted at the original meeting. If a quorum\nshall not be present at any meeting of the Board of Directors the directors\npresent thereat may adjourn the meeting, from time to time, without notice other\nthan announcement at the meeting, until a quorum shall be present.\n\n            SECTION 4. TIME AND PLACE OF MEETINGS. The Board of Directors shall\nhold its meetings at such place, either within or without the State of Delaware,\nand at such time as may be determined from time to time by the Board of\nDirectors (or the chief executive officer in the absence of a determination by\nthe Board of Directors).\n\n            SECTION 5. ANNUAL MEETING. The Board of Directors shall meet for the\npurpose of organization, the election of officers and the transaction of other\nbusiness, as soon as practicable after each annual meeting of stockholders, on\nthe same day and at the same place where such annual meeting shall be held.\nNotice of such meeting need not be given. In the event such annual meeting is\nnot so held, the annual meeting of the Board of Directors may be held at such\nplace either within or without the State of Delaware, on such date and at such\ntime as shall be specified in a notice thereof given as hereinafter provided in\nSection 7 of this Article or in a waiver of notice thereof signed by any\ndirector who chooses to waive the requirement of notice.\n\n            SECTION 6. REGULAR MEETINGS. After the place and time of regular\nmeetings of the Board of Directors shall have been determined and notice thereof\nshall have been once given to each member of the Board of Directors, regular\nmeetings may be held without further notice being given.\n\n            SECTION 7. SPECIAL MEETINGS. Special meetings of the Board of\nDirectors may be called by the chief executive officer and shall be called by\nthe secretary on\n\n                                        5\n\nthe written request of three directors. Notice of special meetings of the Board\nof Directors shall be given to each director at least three days before the date\nof the meeting in such manner as is determined by the Board of Directors.\n\n            SECTION 8. COMMITTEES. The Board of Directors may, by resolution\npassed by a majority of the whole Board, designate one or more committees, each\ncommittee to consist of one or more of the directors of the Corporation. Any\nsuch committee, to the extent provided in the resolution of the Board of\nDirectors, shall have and may exercise all the powers and authority of the Board\nof Directors in the management of the business and affairs of the Corporation,\nand may authorize the seal of the Corporation to be affixed to all papers which\nmay require it; provided that no such committee shall have the power or\nauthority in reference to amending the certificate of incorporation, adopting an\nagreement of merger or consolidation, recommending to the stockholders the sale,\nlease or exchange of all or substantially all of the Corporation's property and\nassets, recommending to the stockholders a dissolution of the Corporation or a\nrevocation of a dissolution, amending the bylaws of the Corporation, or\nauthorizing any action required pursuant to these bylaws to be authorized or\napproved by a majority of the entire Board of Directors; and unless the\nresolution of the Board of Directors, the certificate of incorporation or these\nbylaws expressly so provide, no such committee shall have the power or authority\nto declare a dividend or to authorize the issuance of stock. The Board may\ndesignate one or more directors as alternate members of any committee, who may\nreplace any absent or disqualified member at any meeting of the committee. Each\ncommittee shall keep regular minutes of its meetings and report the same to the\nBoard of Directors when required.\n\n            SECTION 9. ACTION BY CONSENT. Unless otherwise restricted by the\ncertificate of incorporation or these bylaws, any action required or permitted\nto be taken at any meeting of the Board of Directors or of any committee thereof\nmay be taken without a meeting, if all members of the Board or committee, as the\ncase may be, consent thereto in writing, and the writing or writings are filed\nwith the minutes of proceedings of the Board or committee.\n\n            SECTION 10. TELEPHONIC MEETINGS. Unless otherwise restricted by the\ncertificate of incorporation or these bylaws, members of the Board of Directors,\nor any committee designated by the Board of Directors, may participate in a\nmeeting of the Board of Directors, or such committee, as the case may be, by\nmeans of conference telephone or similar communications equipment by means of\n\n                                        6\n\nwhich all persons participating in the meeting can hear each other, and such\nparticipation in a meeting shall constitute presence in person at the meeting.\n\n            SECTION 11. RESIGNATION. Any director may resign at any time by\ngiving written notice to the Board of Directors or to the secretary of the\nCorporation. The resignation of any director shall take effect upon receipt of\nnotice thereof or at such later time as shall be specified in such notice; and\nunless otherwise specified therein, the acceptance of such resignation shall not\nbe necessary to make it effective.\n\n            SECTION 12. VACANCIES. Unless otherwise provided in the certificate\nof incorporation, vacancies and newly created directorships resulting from any\nincrease in the number of directors may be filled by a majority of the\noutstanding voting power of all of the shares of capital stock of the\nCorporation then entitled to vote generally in the election of directors, voting\ntogether as a single class, by a majority of the directors then in office,\nalthough less than a quorum, or by a sole remaining director. Whenever the\nholders of any class or classes of stock or series thereof are entitled to elect\none or more directors by the certificate of incorporation, vacancies and newly\ncreated directorships of such class or classes or series may be filled by a\nmajority of directors elected by such class or classes or series thereof then in\noffice, or by a sole remaining director so elected. Each director so chosen\nshall hold office until his successor is elected and qualified, or until his\nearlier death, resignation or removal. If there are no directors in office, then\nan election of directors may be held in accordance with Delaware Law.\n\n            SECTION 13. REMOVAL. Any director or the entire Board of Directors\nmay be removed, with or without cause, at any time by the affirmative vote of\nthe holders of a majority of the outstanding voting power of all of the shares\nof capital stock of the Corporation then entitled to vote generally in the\nelection of directors, voting together as a single class, and the vacancies thus\ncreated may be filled in accordance with Section 12 of this Article III.\n\n            SECTION 14. COMPENSATION. Unless otherwise restricted by the\ncertificate of incorporation or these bylaws, the Board of Directors shall have\nauthority to fix the compensation of directors, including fees and reimbursement\nof expenses.\n\n                                        7\n\n                                   ARTICLE IV\n\n                                    OFFICERS\n\n            SECTION 1. PRINCIPAL OFFICERS. The principal officers of the\nCorporation shall be a chief executive officer, a president, one or more vice\npresidents, a treasurer and a secretary who shall have the duty, among other\nthings, to record the proceedings of the meetings of stockholders and directors\nin a book kept for that purpose. The Corporation may also have such other\nprincipal officers, including a chairman, a vice chairman or one or more\ncontrollers, as the Board of Directors may in its discretion appoint. One person\nmay hold the offices and perform the duties of any two or more of said offices,\nexcept that no one person shall hold the offices and perform the duties of\npresident and secretary.\n\n            SECTION 2. ELECTION, TERM OF OFFICE AND REMUNERATION. The principal\nofficers of the Corporation shall be elected annually by the Board of Directors\nat the annual meeting thereof. Each such officer shall hold office until his\nsuccessor is elected and qualified, or until his earlier death, resignation or\nremoval. The remuneration of all officers of the Corporation shall be fixed by\nthe Board of Directors. Any vacancy in any office shall be filled in such manner\nas the Board of Directors shall determine.\n\n            SECTION 3. SUBORDINATE OFFICERS. In addition to the principal\nofficers enumerated in Section 1 of this Article IV, the Corporation may have\none or more assistant treasurers, assistant secretaries and assistant\ncontrollers and such other subordinate officers, agents and employees as the\nBoard of Directors may deem necessary, each of whom shall hold office for such\nperiod as the Board of Directors may from time to time determine. The Board of\nDirectors may delegate to any principal officer the power to appoint and to\nremove any such subordinate officers, agents or employees.\n\n            SECTION 4. REMOVAL. Except as otherwise permitted with respect to\nsubordinate officers, any officer may be removed, with or without cause, at any\ntime, by the Board of Directors.\n\n            SECTION 5. RESIGNATIONS. Any officer may resign at any time by\ngiving written notice to the Board of Directors (or to a principal officer if\nthe Board of Directors has delegated to such principal officer the power to\nappoint and to remove such officer). The resignation of any officer shall take\neffect upon receipt of notice thereof\n\n                                        8\n\nor at such later time as shall be specified in such notice; and unless otherwise\nspecified therein, the acceptance of such resignation shall not be necessary to\nmake it effective.\n\n            SECTION 6. POWERS AND DUTIES. The officers of the Corporation shall\nhave such powers and perform such duties incident to each of their respective\noffices and such other duties as may from time to time be conferred upon or\nassigned to them by the Board of Directors.\n\n                                    ARTICLE V\n\n                               GENERAL PROVISIONS\n\n            SECTION 1. FIXING THE RECORD DATE. (a) In order that the Corporation\nmay determine the stockholders entitled to notice of or to vote at any meeting\nof stockholders or any adjournment thereof, the Board of Directors may fix a\nrecord date, which record date shall not precede the date upon which the\nresolution fixing the record date is adopted by the Board of Directors, and\nwhich record date shall not be more than 60 nor less than 10 days before the\ndate of such meeting. If no record date is fixed by the Board of Directors, the\nrecord date for determining stockholders entitled to notice of or to vote at a\nmeeting of stockholders shall be at the close of business on the day next\npreceding the day on which notice is given, or, if notice is waived, at the\nclose of business on the day next preceding the day on which the meeting is\nheld. A determination of stockholders of record entitled to notice of or to vote\nat a meeting of stockholders shall apply to any adjournment of the meeting;\nprovided that the Board of Directors may fix a new record date for the adjourned\nmeeting.\n\n            (b) In order that the Corporation may determine the stockholders\nentitled to consent to corporate action in writing without a meeting, the Board\nof Directors may fix a record date, which record date shall not precede the date\nupon which the resolution fixing the record date is adopted by the Board of\nDirectors, and which date shall not be more than 10 days after the date upon\nwhich the resolution fixing the record date is adopted by the Board of\nDirectors. If no record date has been fixed by the Board of Directors, the\nrecord date for determining stockholders entitled to consent to corporate action\nin writing without a meeting, when no prior action by the Board of Directors is\nrequired by Delaware Law, shall be the first date on which a signed written\nconsent setting forth the action taken or proposed\n\n                                        9\n\nto be taken is delivered to the Corporation by delivery to its registered office\nin Delaware, its principal place of business, or an officer or agent of the\nCorporation having custody of the book in which proceedings of meetings of\nstockholders are recorded. Delivery made to the Corporation's registered office\nshall be by hand or by certified or registered mail, return receipt requested.\nIf no record date has been fixed by the Board of Directors and prior action by\nthe Board of Directors is required by Delaware Law, the record date for\ndetermining stockholders entitled to consent to corporate action in writing\nwithout a meeting shall be at the close of business on the day on which the\nBoard of Directors adopts the resolution taking such prior action.\n\n            (c) In order that the Corporation may determine the stockholders\nentitled to receive payment of any dividend or other distribution or allotment\nof any rights or the stockholders entitled to exercise any rights in respect of\nany change, conversion or exchange of stock, or for the purpose of any other\nlawful action, the Board of Directors may fix a record date, which record date\nshall not precede the date upon which the resolution fixing the record date is\nadopted, and which record date shall be not more than 60 days prior to such\naction. If no record date is fixed, the record date for determining stockholders\nfor any such purpose shall be at the close of business on the day on which the\nBoard of Directors adopts the resolution relating thereto.\n\n            SECTION 2. DIVIDENDS. Subject to limitations contained in Delaware\nLaw and the certificate of incorporation, the Board of Directors may declare and\npay dividends upon the shares of capital stock of the Corporation, which\ndividends may be paid either in cash, in property or in shares of the capital\nstock of the Corporation.\n\n            SECTION 3. FISCAL YEAR. The fiscal year of the Corporation shall\ncommence on the day following the end of the preceding fiscal year of the\nCorporation and end on the Saturday nearest December 31 of each year.\n\n            SECTION 4. CORPORATE SEAL. The corporate seal shall have inscribed\nthereon the name of the Corporation, the year of its organization and the words\n'Corporate Seal, Delaware'. The seal may be used by causing it or a facsimile\nthereof to be impressed, affixed or otherwise reproduced.\n\n                                       10\n\n            SECTION 5. VOTING OF STOCK OWNED BY THE CORPORATION. The Board of\nDirectors may authorize any person, on behalf of the Corporation, to attend,\nvote at and grant proxies to be used at any meeting of stockholders of any\ncorporation (except this Corporation) in which the Corporation may hold stock.\n\n            SECTION 6. AMENDMENTS. These bylaws or any of them, may be altered,\namended or repealed, or new bylaws may be made, by the stockholders entitled to\nvote thereon at any annual or special meeting thereof or by the Board of\nDirectors.\n\n                                       11\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7858],"corporate_contracts_industries":[],"corporate_contracts_types":[9573,9574],"class_list":["post-41530","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ingram-micro-inc","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41530","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41530"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41530"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41530"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41530"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}