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$41	Preview Full Doc	2001	Registration Rights Agreement Registration Rights Agreement (71K) Doc #114412: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-99 {SEQUENCE}6 {PAGE} Execution Copy -------------------------------------------------------------------------------- OMNICARE, INC. Each of the Guarantors Named Herein $375,000,000 8 1/8% SENIOR SUBORDINATED NOTES DUE 2011 ----------------------------- REGISTRATION RIGHTS AGREEMENT Dated as of March 20, 2001 ----------------------------- UBS WARBURG LLC LEHMAN BROTHERS INC. DEUTSCHE BANC ALEX. BROWN INC. BANC ONE CAPITAL MARKETS, INC. AND SUNTRUST EQUITABLE SECURITIES CORPORATION -------------------------------------------------------------------------------- {PAGE} This Registration Rights Agreement (this "Agreement") is made and entered into as of March 20, 2001, by and among Omnicare, Inc., a Delaware corporation (the "Company"), by each of the entities listed on Schedule A hereto (each a "Guarantor" and, collectively, the "Guarantors"), and UBS Warburg LLC, Lehman Brothers, Inc., Deutsche Banc Alex. Brown Inc., Banc One Capital Markets, Inc. and SunTrust Equitable Securities Corporation (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"), each of whom has agreed to purchase the Company's 8 1/8% Senior Subordinated Notes due 2011 (the "Series A Notes") pursuant to the Purchase Agreement (as defined below). This Agreement is made pursuant to the Purchase Agreement, dated March 15, 2001 (the "Purchase Agreement"), by and among the Company, the Guarantors and the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Series A Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers under the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them the Indenture, dated March 20, 2001, among the Company, the Guarantors and SunTrust Bank, as Trustee, relating to the Series A Notes and the Series B Notes (the "Indenture"). The parties hereby agree as follows: SECTION 1. DEFINITIONS As used in this Agreement, the following capitalized terms shall have the following meanings: Act: The Securities Act of 1933, as amended. Affiliate: As defined in Rule 144 of the Act. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Certificated Securities: Definitive Notes, as defined in the Indenture. Closing Date: The date hereof. Commission: The Securities and Exchange Commission. Consummate: An Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence of (a) the filing and effectiveness under the Act of the Exchange Offer Registration Statement relating to the Series B Notes to be issued in the Exchange Offer, (b) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the period required pursuant to Section 3(b) hereof and (c) the delivery by the Company to the Registrar under the Indenture of Series B Notes in the same aggregate principal amount as the aggregate principal amount of Series A Notes tendered by Holders thereof pursuant to the Exchange Offer. Consummation Deadline: As defined in Section 3(b) hereof. 114412	Omnicare Omnicare, Inc. ( Drugs ) As referenced in this Registration Rights Agreement: OMNICARE, INC – {DOCUMENT} {TYPE}EX-99 {SEQUENCE}6 {PAGE} Execution Copy -------------------------------------------------------------------------------- OMNICARE, INC . Each of the Guarantors Named Herein $375,000,000 8 1/8% SENIOR SUBORDINATED NOTES DUE 2011 ----------------------------- REGISTRATION RIGHTS AGREEMENT Dated as _____________ Omnicare, Inc – EQUITABLE SECURITIES CORPORATION -------------------------------------------------------------------------------- {PAGE} This Registration Rights Agreement (this "Agreement") is made and entered into as of March 20, 2001, by and among Omnicare, Inc ., a Delaware corporation (the "Company"), by each of the entities listed on Schedule A hereto (each a "Guarantor" and, collectively, the "Guarantors"), _____________ OMNICARE, INC – respect to such subject matter. 19 {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. OMNICARE, INC . By:_____________________________________ Name: Title: EACH ENTITY LISTED ON SCHEDULE A, as Guarantors By:_____________________________________ Name: Title: The foregoing Registration Rights Agreement is _____________ Omnicare, Inc – LLC Omnicare Pharmacy of Nebraska, LLC Omnicare Pharmacy of South Dakota, LLC Omnicare Pharmacy of Tennessee, LLC Omnicare Pharmacy of the Midwest, Inc. Omnicare, Inc . PBM Plus Pharmacon Corp. Pharmacy Associates of Glens Falls, Inc. Pharmacy Consultants, Inc. Pharm-Corp of Maine, LLC Pharmed Holdings, Inc. PRN _____________ dt 651424 ; Omnicare Omnicare, Inc. ( Drugs ) As referenced in this Registration Rights Agreement: OMNICARE INC – OMNICARE INC _____________ OMNICARE, INC. – 23/2001 EX-99 6 Execution Copy -------------------------------------------------------------------------------- OMNICARE, INC. Each of the Guarantors Named Herein $375,000,000 8 1/8% SENIOR SUBORDINATED NOTES DUE 2011 ----------------------------- REGISTRATION RIGHTS AGREEMENT Dated as of March 20, 2001 ----------------------------- UBS WARBURG LLC _____________ Omnicare, Inc. – BANC ONE CAPITAL MARKETS, INC. AND SUNTRUST EQUITABLE SECURITIES CORPORATION -------------------------------------------------------------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of March 20, 2001, by and among Omnicare, Inc. , a Delaware corporation (the "Company"), by each of the entities listed on Schedule A hereto (each a "Guarantor" and, collectively, the "Guarantors"), and UBS Warburg LLC, Lehman Brothers, Inc., _____________ OMNICARE, INC. – agreements and understandings between the parties with respect to such subject matter. 19 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. OMNICARE, INC. By:_____________________________________ Name: Title: EACH ENTITY LISTED ON SCHEDULE A, as Guarantors By:_____________________________________ Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the _____________ Omnicare, Inc. – of Maine LLC Omnicare Pharmacy of Massachusetts, LLC Omnicare Pharmacy of Nebraska, LLC Omnicare Pharmacy of South Dakota, LLC Omnicare Pharmacy of Tennessee, LLC Omnicare Pharmacy of the Midwest, Inc. Omnicare, Inc. PBM Plus Pharmacon Corp. Pharmacy Associates of Glens Falls, Inc. Pharmacy Consultants, Inc. Pharm-Corp of Maine, LLC Pharmed Holdings, Inc. PRN Pharmaceutical Services, Inc. Roeschen's Healthcare Corp. _____________ dt 1850156 ; Omnicare Omnicare, Inc. ( Drugs ) As referenced in this Registration Rights Agreement: OMNICARE, INC. – 23/2001 EX-99 6 Execution Copy -------------------------------------------------------------------------------- OMNICARE, INC. Each of the Guarantors Named Herein $375,000,000 8 1/8% SENIOR SUBORDINATED NOTES DUE 2011 ----------------------------- REGISTRATION RIGHTS AGREEMENT Dated as of March 20, 2001 ----------------------------- UBS WARBURG LLC _____________ Omnicare, Inc. – BANC ONE CAPITAL MARKETS, INC. AND SUNTRUST EQUITABLE SECURITIES CORPORATION -------------------------------------------------------------------------------- This Registration Rights Agreement (this "Agreement") is made and entered into as of March 20, 2001, by and among Omnicare, Inc. , a Delaware corporation (the "Company"), by each of the entities listed on Schedule A hereto (each a "Guarantor" and, collectively, the "Guarantors"), and UBS Warburg LLC, Lehman Brothers, Inc., _____________ OMNICARE, INC. – agreements and understandings between the parties with respect to such subject matter. 19 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. OMNICARE, INC. By:_____________________________________ Name: Title: EACH ENTITY LISTED ON SCHEDULE A, as Guarantors By:_____________________________________ Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the _____________ Omnicare, Inc. – of Maine LLC Omnicare Pharmacy of Massachusetts, LLC Omnicare Pharmacy of Nebraska, LLC Omnicare Pharmacy of South Dakota, LLC Omnicare Pharmacy of Tennessee, LLC Omnicare Pharmacy of the Midwest, Inc. Omnicare, Inc. PBM Plus Pharmacon Corp. Pharmacy Associates of Glens Falls, Inc. Pharmacy Consultants, Inc. Pharm-Corp of Maine, LLC Pharmed Holdings, Inc. PRN Pharmaceutical Services, Inc. Roeschen's Healthcare Corp. _____________ dt 1850162 ;	UBS Warburg UBS Warburg LLC As referenced in this Registration Rights Agreement: UBS WARBURG LLC – Guarantors Named Herein $375,000,000 8 1/8% SENIOR SUBORDINATED NOTES DUE 2011 ----------------------------- REGISTRATION RIGHTS AGREEMENT Dated as of March 20, 2001 ----------------------------- UBS WARBURG LLC LEHMAN BROTHERS INC. DEUTSCHE BANC ALEX. BROWN INC. BANC ONE CAPITAL MARKETS, INC. AND SUNTRUST EQUITABLE SECURITIES CORPORATION -------------------------------------------------------------------------------- {PAGE} This Registration Rights _____________ UBS Warburg LLC – a Delaware corporation (the "Company"), by each of the entities listed on Schedule A hereto (each a "Guarantor" and, collectively, the "Guarantors"), and UBS Warburg LLC , Lehman Brothers, Inc., Deutsche Banc Alex. Brown Inc., Banc One Capital Markets, Inc. and SunTrust Equitable Securities Corporation (each an "Initial Purchaser" _____________ UBS Warburg LLC – Guarantors By:_____________________________________ Name: Title: The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written by UBS Warburg LLC on behalf of the Initial Purchasers. UBS WARBURG LLC By:________________________________ Name: Title: {PAGE} SCHEDULE A AAHS Acquisition Corp. Accu-Med Services, _____________ UBS WARBURG LLC – Agreement is hereby confirmed and accepted as of the date first above written by UBS Warburg LLC on behalf of the Initial Purchasers. UBS WARBURG LLC By:________________________________ Name: Title: {PAGE} SCHEDULE A AAHS Acquisition Corp. Accu-Med Services, Inc. ACP Acquisition Corp. AMC - New York, Inc. AMC - _____________ dt 106345 ; Banc One Capital Banc One Capital Markets, Inc. ( Financial ) As referenced in this Registration Rights Agreement: BANC ONE CAPITAL MARKETS, – NOTES DUE 2011 ----------------------------- REGISTRATION RIGHTS AGREEMENT Dated as of March 20, 2001 ----------------------------- UBS WARBURG LLC LEHMAN BROTHERS INC. DEUTSCHE BANC ALEX. BROWN INC. BANC ONE CAPITAL MARKETS, INC. AND SUNTRUST EQUITABLE SECURITIES CORPORATION -------------------------------------------------------------------------------- {PAGE} This Registration Rights Agreement (this "Agreement") is made and entered into as of March 20, _____________ Banc One Capital Markets, – on Schedule A hereto (each a "Guarantor" and, collectively, the "Guarantors"), and UBS Warburg LLC, Lehman Brothers, Inc., Deutsche Banc Alex. Brown Inc., Banc One Capital Markets, Inc. and SunTrust Equitable Securities Corporation (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"), each of whom has agreed to purchase _____________ dt 100611 ; More...
$49	Preview Full Doc	2003	Bylaws [Amended and Restated] Bylaws [Amended and Restated] (56K) Doc #138296: Click preview link for longer preview. AMENDED AND RESTATED BYLAWS OF DRUGSTORE.COM, INC. ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The name of the registered agent of the corporation at such location is Corporation Service Company. 1.2 Other Offices. The Board of Directors may at any time establish other offices at any place or places where the corporation is qualified to do business. ARTICLE II MEETINGS OF STOCKHOLDERS 2.1 Place Of Meetings. Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board of Directors. In the absence of any such designation, stockholders meetings shall be held at the registered office of the corporation. 2.2 Annual Meeting. To the extent required by applicable law, an annual meeting of stockholders shall be held on such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors. At the meeting, directors shall be elected and any other proper business may be transacted. 2.3 Special Meeting. A special meeting of the stockholders may be called at any time by the Board of Directors or the chairman of the board. -1- 2.4 Notice Of Stockholders Meetings. All notices of meetings with stockholders shall be sent or otherwise given in accordance with Section 2.5 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to notice of such meeting. The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. 2.5 Manner Of Giving Notice; Affidavit Of Notice. Notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. 2.6 Quorum. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed. 2.7 Adjourned Meeting; Notice. When a meeting is adjourned to another time or place, unless these Bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 2.8 Conduct Of Business. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to convene and to adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establish- 138296	drugstore.com, inc. drugstore.com, inc. ( Drugs ) As referenced in this Bylaws [Amended and Restated]: DRUGSTORE.COM, – Amended and Restated Bylaws EX-3.2 3 dex32.htm AMENDED AND RESTATED BYLAWS EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF DRUGSTORE.COM, INC. Dated April 23, 2003 TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1.1 Registered Office 1 1.2 Other Offices _____________ DRUGSTORE.COM, – 8.10 Stock Transfer Agreements 16 8.11 Registered Stockholders 16 ARTICLE IX AMENDMENTS 9.1 17 -ii- AMENDED AND RESTATED BYLAWS OF DRUGSTORE.COM, INC. ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The registered office of the corporation shall be in the City of Wilmington, _____________ dt 490193 ; DrugStore.com DrugStore.com, Inc. ( Drugs ) As referenced in this Bylaws [Amended and Restated]: DRUGSTORE.COM, INC. – Amended and Restated Bylaws EX-3.2 3 dex32.htm AMENDED AND RESTATED BYLAWS EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF DRUGSTORE.COM, INC. Dated April 23, 2003 TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 2.1 _____________ DRUGSTORE.COM, INC. – 16 8.9 Transfer Of Stock 16 8.10 Stock Transfer Agreements 16 8.11 Registered Stockholders 16 ARTICLE IX AMENDMENTS 9.1 17 -ii- AMENDED AND RESTATED BYLAWS OF DRUGSTORE.COM, INC. ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The _____________ dt 1506333 ;	DrugStore.com DrugStore.com, Inc. ( Drugs ) As referenced in this Bylaws [Amended and Restated]: DRUGSTORE.COM, INC. – Amended and Restated Bylaws EX-3.2 3 dex32.htm AMENDED AND RESTATED BYLAWS EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF DRUGSTORE.COM, INC. Dated April 23, 2003 TABLE OF CONTENTS Page ARTICLE I CORPORATE OFFICES 1.1 Registered Office 1 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS 2.1 _____________ DRUGSTORE.COM, INC. – 16 8.9 Transfer Of Stock 16 8.10 Stock Transfer Agreements 16 8.11 Registered Stockholders 16 ARTICLE IX AMENDMENTS 9.1 17 -ii- AMENDED AND RESTATED BYLAWS OF DRUGSTORE.COM, INC. ARTICLE I CORPORATE OFFICES 1.1 Registered Office. The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The _____________ dt 1506342
$38	Preview Full Doc	2003	Certificate of Incorporation [Form of Amended and Restated No. 2] Certificate of Incorporation [Form of Amended and Restated No. 2] (16K) Doc #163162: Click preview link for longer preview. FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDCO HEALTH SOLUTIONS, INC. Medco Health Solutions, Inc. (the "Corporation"), a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows: 1. The Corporation was originally formed as a limited liability company by the filing of a certificate of formation under the name "Mergerco Delaware No. 1, L.L.C." with the Secretary of State of the State of Delaware (the "Secretary of State") on August 26, 1996. The name of the Corporation was changed to "Merck-Medco Managed Care, L.L.C." pursuant to a merger effective upon the filing of a certificate of merger with the Secretary of State on December 27, 1996. The Corporation converted from a limited liability company to a corporation effective upon the filing of a certificate of conversion with the Secretary of State on May 21, 2002. In connection with this conversion, a certificate of incorporation for the Corporation was filed with the Secretary of State under the name "MedcoHealth Solutions, Inc." on May 21, 2002. The present name of the Corporation is "Medco Health Solutions, Inc.," as changed pursuant to a filing of an Amended and Restated Certificate of Incorporation with the Secretary of State on June 17, 2002. 2. This Second Amended and Restated Certificate of Incorporation of the Corporation was, in accordance with Sections 242 and 245 of the DGCL, (a) duly proposed by resolutions adopted and declared advisable by the Board of Directors of the Corporation (the "Board of Directors") acting by written consent pursuant to Section 141(f) of the DGCL, (b) approved by written consent of the holder of all of the outstanding shares of capital stock of the Corporation pursuant to Section 228 of the DGCL and (c) duly executed by an authorized officer of the Corporation pursuant to Section 103 of the DGCL. 3. This Second Amended and Restated Certificate of Incorporation of the Corporation restates, integrates and further amends the provisions of the Corporation's Certificate of Incorporation, as heretofore amended, corrected or supplemented, and, upon filing with the Secretary of State in accordance with Section 103, shall supersede the Certificate of Incorporation of the Corporation, as heretofore amended and restated, corrected or supplemented, and shall, as it may thereafter be amended in accordance with its terms and applicable law, be the Certificate of Incorporation of the Corporation. 4. Pursuant to Section 103(d) of the DGCL, this Second Amended and Restated Certificate of Incorporation shall become effective upon filing with the Secretary of State. 5. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows: 163162	Medco Health Medco Health Solutions Inc. ( Drugs ) As referenced in this Certificate of Incorporation [Form of Amended and Restated No. 2]: MEDCO HEALTH SOLUTIONS, INC – OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION {TEXT} {PAGE} Exhibit 3.1 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDCO HEALTH SOLUTIONS, INC . Medco Health Solutions, Inc. (the "Corporation"), a corporation organized and existing under, and by virtue of, the General Corporation Law of the _____________ Medco Health Solutions, Inc – RESTATED CERTIFICATE OF INCORPORATION {TEXT} {PAGE} Exhibit 3.1 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDCO HEALTH SOLUTIONS, INC. Medco Health Solutions, Inc . (the "Corporation"), a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware (the " _____________ "Medco Health Solutions, Inc – filed with the Secretary of State under the name "MedcoHealth Solutions, Inc." on May 21, 2002. The present name of the Corporation is "Medco Health Solutions, Inc .," as changed pursuant to a filing of an Amended and Restated Certificate of Incorporation with the Secretary of State on June 17, _____________ Medco Health Solutions, Inc – of the Corporation is hereby amended and restated to read in its entirety as follows: {PAGE} FIRST. The name of the Corporation is Medco Health Solutions, Inc . SECOND. The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in _____________ Medco Health Solutions, Inc – other hand, that was entered into before the Corporation ceased to be a wholly owned subsidiary of Merck. -5- {PAGE} IN WITNESS WHEREOF, Medco Health Solutions, Inc . has caused this Second Amended and Restated Certificate of Incorporation to be duly executed by an authorized officer of Medco Health Solutions, _____________ dt 490303 ; Medco Health Medco Health Solutions Inc. ( Drugs ) As referenced in this Certificate of Incorporation [Form of Amended and Restated No. 2]: MEDCO HEALTH SOLUTIONS, INC. – SEQUENCE}5 {FILENAME}dex31.txt {DESCRIPTION}FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION {TEXT} {PAGE} Exhibit 3.1 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDCO HEALTH SOLUTIONS, INC. Medco Health Solutions, Inc. (the "Corporation"), a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware (the "DGCL"), does hereby _____________ Medco Health Solutions, Inc. – txt {DESCRIPTION}FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION {TEXT} {PAGE} Exhibit 3.1 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDCO HEALTH SOLUTIONS, INC. Medco Health Solutions, Inc. (the "Corporation"), a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows: 1. _____________ "Medco Health Solutions, Inc. – certificate of incorporation for the Corporation was filed with the Secretary of State under the name "MedcoHealth Solutions, Inc." on May 21, 2002. The present name of the Corporation is "Medco Health Solutions, Inc. ," as changed pursuant to a filing of an Amended and Restated Certificate of Incorporation with the Secretary of State on June 17, 2002. 2. This Second Amended and Restated _____________ Medco Health Solutions, Inc. – The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows: {PAGE} FIRST. The name of the Corporation is Medco Health Solutions, Inc. SECOND. The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New _____________ Medco Health Solutions, Inc. – any of its Affiliated Companies, on the other hand, that was entered into before the Corporation ceased to be a wholly owned subsidiary of Merck. -5- {PAGE} IN WITNESS WHEREOF, Medco Health Solutions, Inc. has caused this Second Amended and Restated Certificate of Incorporation to be duly executed by an authorized officer of Medco Health Solutions, Inc. as of this ___th day of _____________ dt 1506463 ;	Medco Health Medco Health Solutions Inc. ( Drugs ) As referenced in this Certificate of Incorporation [Form of Amended and Restated No. 2]: MEDCO HEALTH SOLUTIONS, INC. – SEQUENCE}5 {FILENAME}dex31.txt {DESCRIPTION}FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION {TEXT} {PAGE} Exhibit 3.1 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDCO HEALTH SOLUTIONS, INC. Medco Health Solutions, Inc. (the "Corporation"), a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware (the "DGCL"), does hereby _____________ Medco Health Solutions, Inc. – txt {DESCRIPTION}FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION {TEXT} {PAGE} Exhibit 3.1 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MEDCO HEALTH SOLUTIONS, INC. Medco Health Solutions, Inc. (the "Corporation"), a corporation organized and existing under, and by virtue of, the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows: 1. _____________ "Medco Health Solutions, Inc. – certificate of incorporation for the Corporation was filed with the Secretary of State under the name "MedcoHealth Solutions, Inc." on May 21, 2002. The present name of the Corporation is "Medco Health Solutions, Inc. ," as changed pursuant to a filing of an Amended and Restated Certificate of Incorporation with the Secretary of State on June 17, 2002. 2. This Second Amended and Restated _____________ Medco Health Solutions, Inc. – The text of the Certificate of Incorporation of the Corporation is hereby amended and restated to read in its entirety as follows: {PAGE} FIRST. The name of the Corporation is Medco Health Solutions, Inc. SECOND. The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New _____________ Medco Health Solutions, Inc. – any of its Affiliated Companies, on the other hand, that was entered into before the Corporation ceased to be a wholly owned subsidiary of Merck. -5- {PAGE} IN WITNESS WHEREOF, Medco Health Solutions, Inc. has caused this Second Amended and Restated Certificate of Incorporation to be duly executed by an authorized officer of Medco Health Solutions, Inc. as of this ___th day of _____________ dt 1506490 ; Merck Merck & Co., Inc. ( Pharmaceutical Preparations ) As referenced in this Certificate of Incorporation [Form of Amended and Restated No. 2]: "merck- – Secretary of State") on August 26, 1996. The name of the Corporation was changed to "Merck- Medco Managed Care, L.L.C." pursuant to a merger effective upon the filing of merck – action by written consent of the holders of such class or series of stock, after Merck & Co., Inc., a New Jersey corporation ("Merck"), ceases to be the sole stockholder of "merck" – of such class or series of stock, after Merck & Co., Inc., a New Jersey corporation ("Merck" ), ceases to be the sole stockholder of the Corporation, any action required or permitted merck – respect to events occurring prior to such amendment, modification or repeal. TENTH. Certain Transactions With Merck & Co., Inc. No contract, agreement, arrangement or transaction (or any amendment, modification or termination merck, – into between the Corporation or any of its Affiliated Companies, on the one hand, and Merck, or any of its Affiliated Companies, on the other hand, before the Corporation ceased dt 265
$38	Preview Full Doc	2004	By-Laws By-Laws (59K) Doc #271425: Click preview link for longer preview. Walgreen Co BY-LAWS EX-3 3 ex3.htm BYLAWS BY-LAWS of WALGREEN CO. ARTICLE I OFFICES SECTION 1. Principal Offices. The principal office of the corporation shall be located in the State of Illinois and the corporation may have such other offices, either within or without the State of Illinois, as the business of the corporation may require from time to time. SECTION 2. Registered Office. The registered office of the corporation required by The Business Corporation Act of the State of Illinois to be maintained in the State of Illinois may be, but need not be, identical with the principal office in the State of Illinois, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE II SHAREHOLDERS SECTION 1. Annual Meeting. (a) The annual meeting of the shareholders shall be held on the second Wednesday in January in each year, or such other day in January as the Board of Directors may designate, at a time set by the Chairman of the Board, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as may be convenient. (b) At any annual meeting of the shareholders of the corporation, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the corporation that complies with the procedures set forth in this Section 1. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in proper written form to the Secretary of the corporation. To be timely, a shareholder's notice must be delivered or mailed and received at the principal executive offices of the corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the date corresponding to the date of the prior year's annual meeting of shareholders. To be in proper written form, a shareholder's notice to the Secretary shall set forth in writing as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear in the corporation's books, of the shareholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the shareholder and (iv) any material interest of the shareholder in such business. Notwithstanding anything in the By-laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 1. The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 1, and if he should so determine, he shall so declare to the meeting that any such business not properly brought before the meeting shall not be transacted. SECTION 2. Special Meetings. Special meetings of the shareholders may be called by the Chairman of the Board, by the Chief Executive Officer, by the President, by the Board of Directors or by the holders of not less than one-fifth of all the outstanding shares of the corporation. SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called and the Board of Directors fails to designate the place of such meeting, the place of such meeting shall be the registered office of the corporation in the State of Illinois. SECTION 4. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets not less than twenty days nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the Chief Executive Officer, the President, or the Secretary, or the officer or persons calling the meeting to each shareholder 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, addressed to the shareholder at his or her address as it appears on the records of the corporation, with postage thereon prepaid. SECTION 5. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and, for a meeting of shareholders, not less than 10 days, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets not less than 20 days, immediately preceding such meeting. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof. SECTION 6. Voting Lists. The officer or agent having charge of the transfer books for shares of the corporation shall make, within twenty days after the record date for a meeting of shareholders or ten days before such meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder and to copying at the shareholder's expense, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders. SECTION 7. Quorum. A majority of outstanding shares entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders; provided that if less than a majority of the outstanding shares are represented at said meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. In no event shall a quorum consist of less than one-third of the outstanding shares entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on a matter shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by The Business Corporation Act or the Articles of Incorporation of the corporation. SECTION 8. Proxies. A shareholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form and delivering it to the person so appointed. No shareholder may name more than three persons as proxies to attend and vote the shareholder's shares at any such meeting. Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Every proxy continues in full force and effect until revoked by the person executing it prior to the vote thereon, except to the extent such proxy is irrevocable. Such revocation may be effected by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or by attendance at the meeting and voting in person by, the person executing the proxy. The dates contained on the forms of proxy presumptively determine the order of execution, regardless of the postmark dates on the envelopes in which they are mailed. Notwithstanding any provision contained in these By-laws, a shareholder may electronically transmit or authorize the electronic transmission of his or her proxy, if done as prescribed by law. SECTION 9. Voting of Shares. Subject to the provisions of Section 11 of this Article, each outstanding share, regardless of class, shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. SECTION 10. Voting of Shares by Certain Holders. Shares of the corporation held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote at a given time. Shares registered in the name of another corporation, domestic or foreign, may be voted by any officer, agent, proxy or other legal representative authorized to vote such shares under the law of incorporation of such corporation. The corporation may treat the president or other person holding the position of chief executive officer of such other corporation as authorized to vote such shares, together with any other person indicated and any other holder of an office indicated by the corporate shareholder to the corporation as a person or an office authorized to vote such shares as the by-laws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares registered in the name of a deceased person, a minor ward or person under legal disability, may be voted by his or her administrator, executor, or court appointed guardian, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, or court appointed guardian. Shares registered in the name of a trustee may be voted by him or her, either in person or by proxy. Shares registered in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority so to do is contained in an appropriate order of the court by which such receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. SECTION 11. Cumulative Voting. In all elections for directors, every shareholder shall have the right to vote, in person or by proxy, the number of shares owned by such shareholder, for as many persons as there are directors to be elected, or to cumulate such votes and give one candidate as many votes as shall equal the number of directors multiplied by the number of such shares, or to distribute such cumulative votes in any proportion among any number of candidates. SECTION 12. Voting by Ballot. Voting on any question or in any election may be viva voce unless the presiding officer shall order that voting be by ballot. SECTION 13. Adjournments. Any meeting of shareholders may be adjourned. Notice of the adjourned meeting or of the business to be transacted there, other than by announcement at the meeting at which the adjournment is taken, shall not be necessary, unless otherwise required by law. At an adjourned meeting at which a quorum is present or represented, any business may be transacted which could have been transacted at the meeting originally called. SECTION 14. Inspectors of Election. The Board of Directors, in advance of any meeting of shareholders, may appoint one or more persons as inspectors to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed, the person acting as chairman at any such meeting may, and on the request of any shareholder shall, make such appointment. The inspectors shall ascertain and report the number of shares represented at the meeting, based upon their determination of the validity and effect of proxies; count all votes and report the results; and do such other acts as are proper to conduct the election and voting with impartiality and fairness to all the shareholders. Each report of an inspector shall be in writing and signed by him or her or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof. SECTION 15. Notice of Shareholder Nominees. Only persons who are nominated in accordance with the procedures set forth in this Section 15 shall be eligible for election at a meeting of shareholders as directors of the corporation. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of shareholders (a) by or at the direction of the Board of Directors or (b) by any shareholder of the corporation who is a shareholder of record at the time of giving of notice provided for in this Section, who shall be entitled to vote for the election of directors at the meeting and who complies with the procedures set forth in this Section 15. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation. To be timely, a shareholder's notice shall be delivered to or mailed and received at the principal executive offices of the corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the date corresponding to the date of the prior year's annual meeting of shareholders. Such shareholder's notice shall set forth (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (including, without limitation, such person's written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the shareholder giving the notice (i) the name and address, as they appear on the corporation's books, of such shareholder and (ii) the class and number of shares of the corporation which are beneficially owned by such shareholder. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee. No person shall be eligible to serve as a Director of the corporation unless nominated in accordance with the procedures set forth in this by-law. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the By-laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this Section 15, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this Section. SECTION 16. Action by Written Consent. (a) In order that the corporation may determine the shareholders 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 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any shareholder of record seeking to have the shareholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable 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 principal place of business or to any officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action. (b) Every written consent shall bear the date of signature of each shareholder 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 record date established in accordance with paragraph (a) of this Section 16, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the corporation in the manner prescribed in paragraph (a) of this Section. (c) In the event of the delivery, in the manner provided by this Section, to the corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the corporation shall engage nationally recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting a prompt ministerial review by the independent inspectors, no action by written consent without a meeting shall be effective until the earlier of (i) five business days following delivery to the corporation of consents signed by the holders of the requisite minimum number of votes that would be necessary to take such action, which delivery shall be accompanied by a certification by the shareholder of record (or his or her designee) who delivered, in accordance with paragraph (a) above, the written notice to the Secretary requesting the Board of Directors to fix a record date or (ii) such date as the independent inspectors certify to the corporation that the consents delivered to the corporation in accordance with this Article represent at least the minimum number of votes that would be necessary to take the corporate action. Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Board of Directors or any shareholder shall not be entitled to contest the validity of any consent or revocation thereof, whether during or after such five business day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto). ARTICLE III DIRECTORS SECTION 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of its Board of Directors. SECTION 2. Number, Tenure and Qualifications. The number of directors of the corporation shall be not less than seven nor more than twelve. Within the limits above specified, the number of directors shall be determined from time to time by resolution of the Board of Directors or by resolution of the shareholders. Each director shall hold office until the next annual meeting of shareholders or until his or her successor shall have been elected. Directors need not be residents of Illinois or shareholders of the corporation. It shall be the policy of the corporation not to nominate as a director any person who has reached his or her seventy-second birthday. A director may resign at any time by giving written notice to the Board of Directors, its Chairman or to the Chief Executive Officer or to the President or Secretary of the corporation. A resignation shall be effective when the notice is given, unless the notice specifies a future date. SECTION 3. Regular Meetings. A regular annual 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 shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Illinois, for the holding of additional regular meetings without other notice than such resolution; but if not so provided then such additional regular meetings may be convened in the same manner as provided in Section 4 of this Article in respect of special meetings. SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Board of Directors called by them. SECTION 5. Notice. Notice of any special meeting shall be given at least one day prior thereto if notice is given personally, at least two days prior thereto if notice is given by telegram or by a delivery service assuring delivery within twenty-four hours, or at least five days prior thereto if notice is given by mail. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram, addressed to the director at his or her business address, is delivered to the telegraph company. If notice is given by delivery service, such notice shall be deemed to be delivered when delivered, so addressed, to the delivery service company. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the director at his or her business address, with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting 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 Board of Directors need be specified in the notice or waiver of notice of such meetings. SECTION 6. Quorum. A majority of the Board of Directors then in office, but in no event less than a majority of the minimum number of directors specified in Section 2 of this Article shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. SECTION 7. Manner of Acting. Except as provided in the Articles of Incorporation of the corporation, 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. SECTION 8. Vacancies. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors or for any other reason may be filled by election at an annual meeting of shareholders, election at a special meeting of shareholders called for that purpose or by election by the Board of Directors at a regular or special meeting of the Board of Directors. SECTION 9. Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent is entered in the minutes of the meeting or unless such director shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. SECTION 10. Informal Action by Directors. Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all the directors entitled to vote with respect to the subject matter thereof. SECTION 11. Adjournment. Any meeting of the Board of Directors may be adjourned. Notice of the adjourned meeting or of the business to be transacted there, other than by announcement at the meeting at which the adjournment is taken, shall not be necessary. At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called. SECTION 12. Directors Conflict of Interest. If a transaction is fair to the corporation at the time it is authorized, approved or ratified, the fact that a director of the corporation is directly or indirectly a party to the transaction shall not be grounds for invalidating the transaction. SECTION 13. Compensation of Directors. By the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any member of the Board of Directors, the Board of Directors may establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise. No such establishment of reasonable compensation shall be deemed a director conflict of interest. ARTICLE IV COMMITTEES OF THE BOARD OF DIRECTORS SECTION 1. Establishment of Committees. A majority of the directors may create one or more committees and appoint members of the Board of Directors to serve on the committee or committees. Each committee shall have two or more members, who serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. Any vacancy in a committee may be filled by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors as required. SECTION 2. Manner of Acting. A majority of any committee shall constitute a quorum and a majority of a quorum shall be necessary for action by any committee. A committee may act by unanimous consent in writing without a meeting. The committee, by majority vote of its members, shall determine the time and place of meetings and the notice required therefor. SECTION 3. Authority of Committees. To the extent specified by resolution of the Board of Directors and these By-laws, each committee may exercise the authority of the Board of Directors, provided, however, a committee may not: a) authorize distributions; b) approve or recommend to shareholders any act requiring the approval of shareholders; c) fill vacancies on any committee; d) elect or remove officers or fix the compensation of any member of the committee; e) adopt, amend or repeal these By-laws; f) approve a plan of merger not requiring shareholder approval; g) authorize or approve reacquisition of shares, except according to a general formula or method prescribed by the Board of Directors; h) authorize or approve the issuance or sale, or contract for sale, of shares, or determine the designation and relative rights, preferences, and limitations of a series of shares, except that a committee may fix the specific terms of the issuance or sale or contract for sale, or the number of shares to be allocated to particular employees under an employee benefit plan; or i) amend, alter, repeal, or take action inconsistent with any resolution or action of the Board of Directors when the resolution or action of the Board of Directors provides by its terms that it shall not be amended, altered or repealed by action of a committee. SECTION 4. Executive Committee. The Board of Directors may establish an Executive Committee. The Executive Committee, during intervals between meetings of the Board of Directors, shall have, and may exercise, subject to the limitations contained in Section 3 of this Article, the powers of the Board of Directors in the management of the business and affairs of the corporation. SECTION 5. Compensation Committee. The Board of Directors may establish a Compensation Committee consisting of directors who are not otherwise employed by the corporation. The Compensation Committee shall review, from time to time, the salaries, compensation and employee benefits of the officers and employees of the corporation and shall make recommendations to the Board of Directors concerning such matters. SECTION 6. Audit Committee. The Board of Directors shall establish an Audit Committee consisting of directors who are not otherwise employed by the corporation. The Audit Committee shall appoint, compensate and evaluate the corporations outside auditor employed to audit the financial statements of the corporation. The Audit Committee shall also consider recommendations made by the outside auditor, review the internal financial audits of the corporation, and report any additions or changes it deems advisable to the Board of Directors. The Committee shall conduct such other activities as may be required or appropriate. SECTION 7. Nominating and Governance Committee. The Board of Directors may establish a Nominating and Governance Committee consisting of directors who are not otherwise employed by the corporation. The Nominating and Governance Committee shall consider matters related to corporate governance, develop general criteria regarding the selection and qualifications for members of the Board of Directors and shall recommend candidates for election to the Board of Directors. SECTION 8. Finance Committee. The Board of Directors may establish a Finance Committee. The Finance Committee shall review major financial decisions of the corporation and shall make recommendations to the Board of Directors concerning such matters. ARTICLE V OFFICERS SECTION 1. Number. The officers of the corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, and such Executive or Senior Vice Presidents and other Vice Presidents as the Board of Directors may from time to time elect or appoint, a Treasurer, a Controller, a General Auditor and a Secretary, and such Assistant Treasurers, Assistant Secretaries, Assistant Controllers or other officers as may be from time to time elected or appointed by the Board of Directors. Any two or more offices may be held by the same person. SECTION 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. No officer shall be elected or re-elected after reaching sixty-five years of age. SECTION 3. Removal. Any officer or agent of the corporation may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. 271425	Walgreen Walgreen Co. ( Drugs ) As referenced in this By-Laws: WALGREEN CO – BY-LAWS EX-3 3 ex3.htm BYLAWS BY-LAWS of WALGREEN CO . ARTICLE I OFFICES SECTION 1. Principal Offices. The principal office of the corporation shall be located in the State of Illinois and _____________ Walgreen Co – amended or repealed by the Board of Directors. The undersigned hereby certifies that he is the duly elected and acting _________________________ Secretary of Walgreen Co ., an Illinois corporation, and the keeper of its corporate records and minutes. The undersigned further hereby certifies that the above and foregoing _____________ dt 178672
$35	Full Doc	2003	Subsidiaries of the Registrant Subsidiaries of the Registrant (2K) Doc #271434: This document is immediately available for purchase, but does not have a preview available for viewing. Subsidiaries of the Registrant There are no parents of the Registrant, Walgreen Co. (an Illinois corporation). The following 11 subsidiaries are wholly owned by the Registrant, 7 of which are engaged in the operation of retail drug stores, one, Walgreens Healthcare Plus, Inc., in mail order drug operations, one, WHP Health Initiatives, Inc., in pharmacy benefit management, one, Walgreens Home Care, Inc., in retailing of health care maintenance services, and one, Walgreens.com, Inc., operates a retail electronic commerce site. NAME STATE, COMMONWEALTH OR COUNTRY OF . . . 271434	Walgreen Walgreen Co. ( Drugs ) As referenced in this Subsidiaries of the Registrant: Walgreen Co – EX-21 6 ex21subsidiaries.htm SUBSIDIARIES EXHIBIT 21 Subsidiaries of the Registrant There are no parents of the Registrant, Walgreen Co . (an Illinois corporation). The following 11 subsidiaries are wholly owned by the Registrant, 7 of which are engaged in the operation of _____________ Walgreen Co – Walgreen Texas LLC, are used exclusively for Texas Franchise tax purposes. Walgreen Texas LP is a partnership that holds beneficial interest in all Walgreen Co . operations in Texas. Walgreen Texas LLC is a limited Liability Corporation and subsidiary of Walgreen Co. that holds a 99% limited liability _____________ Walgreen Co – partnership that holds beneficial interest in all Walgreen Co. operations in Texas. Walgreen Texas LLC is a limited Liability Corporation and subsidiary of Walgreen Co . that holds a 99% limited liability interest in Walgreen Texas LP. For all other reporting purposes, these subsidiaries are disregarded and the _____________ Walgreen Co – liability interest in Walgreen Texas LP. For all other reporting purposes, these subsidiaries are disregarded and the Texas operations are included in the Walgreen Co . financial statements. All wholly owned subsidiaries are included in the consolidated financial statements. _____________ dt 178680
$39	Preview Full Doc	2002	By-Laws By-Laws (58K) Doc #271458: Click preview link for longer preview. BY-LAWS of WALGREEN CO. ARTICLE I OFFICES SECTION 1. Principal Offices. The principal office of the corporation shall be located in the State of Illinois and the corporation may have such other offices, either within or without the State of Illinois, as the business of the corporation may require from time to time. SECTION 2. Registered Office. The registered office of the corporation required by The Business Corporation Act of the State of Illinois to be maintained in the State of Illinois may be, but need not be, identical with the principal office in the State of Illinois, and the address of the registered office may be changed from time to time by the Board of Directors. ARTICLE II SHAREHOLDERS SECTION 1. Annual Meeting. (a) The annual meeting of the shareholders shall be held on the second Wednesday in January in each year, or such other day in January as the Board of Directors may designate, at a time set by the Chairman of the Board, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as may be convenient. (b) At any annual meeting of the shareholders of the corporation, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the corporation that complies with the procedures set forth in this Section 1. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in proper written form to the Secretary of the corporation. To be timely, a shareholder's notice must be delivered or mailed and received at the principal executive offices of the corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the date corresponding to the date of the prior year's annual meeting of shareholders. To be in proper written form, a shareholder's notice to the Secretary shall set forth in writing as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear in the corporation's books, of the shareholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the shareholder and (iv) any material interest of the shareholder in such business. Notwithstanding anything in the By-laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section 1. The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 1, and if he should so determine, he shall so declare to the meeting that any such business not properly brought before the meeting shall not be transacted. SECTION 2. Special Meetings. Special meetings of the shareholders may be called by the Chairman of the Board, by the Chief Executive Officer, by the President, by the Board of Directors or by the holders of not less than one-fifth of all the outstanding shares of the corporation. SECTION 3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Illinois, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called and the Board of Directors fails to designate the place of such meeting, the place of such meeting shall be the registered office of the corporation in the State of Illinois. SECTION 4. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets not less than twenty days nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board, the Chief Executive Officer, the President, or the Secretary, or the officer or persons calling the meeting to each shareholder 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, addressed to the shareholder at his or her address as it appears on the records of the corporation, with postage thereon prepaid. SECTION 5. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and, for a meeting of shareholders, not less than 10 days, or in the case of a merger, consolidation, share exchange, dissolution or sale, lease or exchange of assets not less than 20 days, immediately preceding such meeting. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof. SECTION 6. Voting Lists. The officer or agent having charge of the transfer books for shares of the corporation shall make, within twenty days after the record date for a meeting of shareholders or ten days before such meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder and to copying at the shareholder's expense, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in this State, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholders. 271458	Walgreen Walgreen Co. ( Drugs ) As referenced in this By-Laws: WALGREEN CO – BY-LAWS EX-3 3 bylaws.htm BY-LAWS of WALGREEN CO . ARTICLE I OFFICES SECTION 1. Principal Offices. The principal office of the corporation shall be located in the State of Illinois and _____________ dt 178700
$30	Full Doc	2002	Subsidiaries of the Registrant Subsidiaries of the Registrant (1K) Doc #271463: This document is immediately available for purchase, but does not have a preview available for viewing. Subsidiaries of the Registrant There are no parents of the Registrant, Walgreen Co. (an Illinois corporation). The following 11 subsidiaries are wholly owned by the Registrant, 7 of which are engaged in the operation of retail drug stores, one, Walgreens Healthcare Plus, Inc., in mail order drug operations, one, WHP Health Initiatives, Inc., in pharmacy benefit management and one, Walgreen Advance Care, Inc., in retailing of health care maintenance services, and one, Walgreens.com, Inc., operates a retail electronic commerce site.