Exhibit 4.38


 


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BYLAWS


 


OF


 


MAIL-WELL I CORPORATION


 


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ARTICLE
I

OFFICES


 


Section 1.1.  Registered Office and Agent.  The initial registered office shall be
32 Loockerman Square, Suite L-100, Dover, County of Kent, Delaware
19901, and the name of the initial registered agent of the corporation at such
address shall be The Prentice-Hall Corporation System, Inc.


 


Section 1.2.  Offices.  The corporation may also have offices at such
other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation
may require.


 


ARTICLE
II

MEETINGS OF STOCKHOLDERS


 


Section 2.1.  Annual Meetings.  Annual meetings of stockholders shall be held
at such date, time and place, either within or without the State of Delaware,
as may be designated from time to time by the Board of Directors and stated in
the notice of the meeting, for the purpose of electing a Board of Directors,
and transacting such other business as may properly be brought before the
meeting.


 


Section 2.2.  Special Meetings.  Special meetings of the stockholders, for any
purpose or purposes, unless otherwise provided by statute or by the Certificate
of Incorporation, may be called at any time by the President and shall be
called by the President or Secretary at the request in writing of a majority of
the Board of Directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote.  Such
request shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.


 


Section 2.3.  Notice of Meetings.  Whenever stockholders are required or
permitted to take action at a meeting, a written notice of the meeting shall be
given which shall state 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.  Unless otherwise provided by
law, the written notice of any meeting shall be given not less than ten nor
more than sixty days before the date of the meeting, to each stockholder
entitled to vote at such meeting.


 





















 


Section 2.4.  Quorum.  Except as otherwise provided by law or by the
Certificate of Incorporation or these Bylaws, the presence in person or by
proxy of the holders of a majority of the outstanding shares of stock of the
corporation entitled to vote thereat shall constitute a quorum at each meeting
of the stockholders and all questions shall be decided by a majority of the
shares so represented in person or by proxy at the meeting and entitled to vote
thereat.  The stockholders present at any
duly organized meeting may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.


 


Section 2.5.  Adjournments.  Notwithstanding any other provisions of the
Certificate of Incorporation or these Bylaws, the holders of a majority of the
shares of stock of the corporation entitled to vote at any meeting, present in
person or represented by proxy, whether or not a quorum is present, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.  At any such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting originally called; provided, however,
that if the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the adjourned meeting.


 


Section 2.6.  Voting; Proxies.  Unless otherwise provided in the Certificate
of Incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.  Each proxy shall be revocable unless
expressly provided therein to be irrevocable or unless otherwise made
irrevocable by law.  The notice of every
meeting of the stockholders may be accompanied by a form of proxy approved by
the Board of Directors in favor of such person or persons as the Board of
Directors may select.


 


Section 2.7.  Action by Consent of Stockholders.  Unless otherwise provided in the Certificate
of Incorporation, any action required to be taken at any annual or special
meeting of stockholders of the corporation, or any action which may be taken at
any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted.


 


Section 2.8.  List of Stockholders Entitled to Vote.  The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder.  Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held.  The list shall also be produced and kept at
the time


 


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and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.


 


Section 2.9.  Fixing Record Date.  In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in advance,
a record date, which shall not be more than sixty nor less than ten days before
the date of such meeting, nor more than sixty days prior to any other action.  The Board of Directors shall not close the
books of the corporation against transfer of shares during the whole or any
part of such period.  A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned
meeting.


 


ARTICLE
III

BOARD OF DIRECTORS


 


Section 3.1.  Number; Qualifications.  The number of directors shall be as fixed in
such a manner as may be determined by the vote of not less than a majority of
the directors then in office, but shall not be less than one.  The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 3.2, and each
director elected shall hold office until his successor is elected and qualified
or until his earlier death, resignation or removal.  A director need not be a stockholder of the
corporation.  A majority of the directors
may elect from its members a chairman.  The
chairman, if any, shall hold this office until his successor shall have been
elected and qualified.


 


Section 3.2.  Vacancies.  Any vacancy in the Board of Directors,
including vacancies resulting from any increase in the authorized number of
directors may be filled by a majority of the remaining directors then in
office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual meeting of
stockholders and their successors are duly elected and qualified, or until
their earlier death, resignation or removal.


 


Section 3.3.  Powers.  The business affairs and property of the
corporation shall be managed by or under the direction of the Board of
Directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done
by the stockholders.


 


Section 3.4.  Resignations.  Any director may resign at any time by
written notice to the corporation.  Any
such resignation shall take effect at the date of receipt of such notice or at
any later time specified therein, and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.


 


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Section 3.5.  Regular Meetings.  Regular meetings of the Board of Directors
shall be held at such place or places within or without the State of Delaware,
at such hour and on such day as may be fixed by resolution of the Board of
Directors, without further notice of such meetings.


 


Section 3.6.  Special Meetings.  Special meetings of the Board of Directors
may be held whenever called by (i) the Chairman of the Board; (ii) the
President; (iii) the President or Secretary on the written request of a
majority of the Board of Directors; or (iv) resolution adopted by the
Board of Directors.  Special meetings may
be held within or without the State of Delaware as may be stated in the notice
of the meeting.


 


Section 3.7.  Notice of Meetings.  Written notice of the time, place and general
nature of the business to be transacted at all special meetings of the Board of
Directors must be given to each director at least one day prior to the day of
the meeting; provided, however, that notice of any meeting need not be given to
any director if waived by him in writing, or if he shall be present at such
meeting, except when the director attends the meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any
business on the grounds that the meeting is not lawfully called or convened.


 


Section 3.8.  Quorum; Vote Required for Action.  At all meetings of the Board of Directors, a
majority of directors then in office shall constitute a quorum for the
transaction of business and, except as otherwise provided by law or these
Bylaws, the act of a majority of the directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors; but a lesser
number may adjourn the meeting from day to day, without notice other than
announcement at the meeting, until a quorum shall be present.  Directors may participate in any meeting of
the directors, and members of any committee of directors may participate in any
meeting of such committee, by means of conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other, and such participation shall constitute presence
in person at such meeting.


 


Section 3.9.  Action by Consent of Directors.  Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting, if all members of the board or the
committee of the board, as the case may be, consent thereto in writing, which
may be in counterparts, and the writing or writings are filed with the minutes
of proceedings of the Board of Directors or the committee thereof.  Such writing(s) shall be manually
executed if practicable, but if circumstances so require, effect shall be given
to written consent transmitted by telegraph, telex, telecopy or similar means
of visual data transmission.


 


Section 3.10.  Telephonic Meetings Permitted.  Members of the Board of Directors, or any
committee designated by the board, may participate in a meeting of such board
or committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting pursuant to this Bylaw shall
constitute presence in person at such meeting.


 


Section 3.11.  Compensation.  Directors shall be entitled to such
compensation for their services as may be approved by the Board of Directors,
including, if so approved by 


 


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resolution of the Board of Directors, a fixed sum and expenses of
attendance at each regular or special meeting or any committee thereof.  No such payment shall preclude any director
from serving the corporation in any other capacity and receiving compensation
therefor.


 


Section 3.12.  Removal.  Any director or the entire Board of Directors
may be removed, with or without cause, by the holders of a majority of shares
entitled to vote at an election of directors. 
The notice calling such meeting shall state the intention to act upon
such matter, and, if the notice so provides, the vacancy or vacancies caused by
such removal may be filled at such meeting by a vote of the majority of the
shares entitled to vote at an election of directors.


 


Section 3.13.  Committees.  The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation.  The Board may designate one or more directors
as alternate members of any committee.  The
alternate members of any committee may replace any absent or disqualified
member at any meeting of the committee.  Any
such committee, to the extent provided in a resolution of the Board of
Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have such power or
authority in reference to amending the Certificate of Incorporation, adopting
an agreement of merger or consolidation, recommending to the stockholders the
sale, lease or exchange of all or substantially all of the corporation’s
property and assets, recommending to the stockholders a dissolution of the
corporation or a revocation of a dissolution, or amending the Bylaws of the
corporation; and, unless the resolution or the Certificate of Incorporation
expressly so provide, no committee shall have the power or authority to declare
a dividend or to authorize the issuance of stock.  Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.  Each committee
shall keep regular minutes of its meetings and report the same to the Board of
Directors when required.  Members of
special or standing committees shall be entitled to receive such compensation
for serving on such committees as the Board of Directors shall determine.


 


ARTICLE
IV

NOTICES


 


Section 4.1.  Notices.  Whenever any notice is required to be given
under the provisions of these Bylaws or of the Certificate of Incorporation to
any director or stockholder, such notice must be in writing and may be given in
person, in writing or by mail, telegram, telecopy or other similar means of
visual communication, addressed to such director or stockholder, at his address
as it appears on the records of the corporation, with postage or other
transmittal charges thereon prepaid.  Such
notice shall be deemed to be given (i) if by mail, at the time when the
same shall be deposited in the United States mail and (ii) otherwise, when
such notice is transmitted.


 


Section 4.2.  Waiver of Notice.  Whenever any notice is required to be given
under the provisions of the Bylaws or of the Certificate of Incorporation to
any director of 


 


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stockholder, a waiver thereof in writing, signed by the person or
persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto.


 


ARTICLE
V

OFFICERS


 


Section 5.1.  Election; Qualifications; Term of Office;
Resignation; Removal; Vacancies.  The
officers of the corporation shall be elected or appointed by the Board of
Directors and may include, at the discretion of the Board, a Chairman of the
Board, a President, a Secretary, a Treasurer and such Executive, Senior or
other Vice Presidents and other officers as may be determined by the Board of
Directors.  Any number of offices may be
held by the same person.  The officers of
the corporation shall hold office until their successors are chosen and
qualified, except that any officer may resign at any time by written notice to
the corporation and the Board of Directors may remove any officer at any time
at its discretion with or without cause. 
Any vacancies occurring in any office of the corporation by death,
resignation, removal or otherwise may be filled for the unexpired portion of
the term by the Board of Directors at any regular or special meeting.


 


Section 5.2.  Powers and Duties.  The officers of the corporation shall have
such powers and duties as generally pertain to their offices, except as
modified herein or by the Board of Directors, as well as such powers and duties
as shall be determined from time to time by the Board of Directors.  The Chairman of the Board, if one is elected,
and otherwise the President, shall preside at all meetings of the Board.  The President shall preside at all meetings
of the Stockholders.


 


ARTICLE
VI

STOCK


 


Section 6.1.  Certificates.  Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in the name of the
corporation by, (i) the Chairman or Vice-Chairman of the Board of
Directors, or the President or a Vice President and (ii) the Treasurer or
an Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation.  If the corporation shall be authorized to
issue more than one class of stock or more than one series of any class, the
powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, provided
that, except as otherwise provided in section 202 of the General Corporation
Law of the State of Delaware, in lieu of the foregoing requirements, there may
be set forth on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, a statement that the
corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.


 


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Section 6.2.  Certificates Issued for Partly Paid Shares.  Certificates may be issued for partly paid
shares and in such case upon the face or back of the certificates issued to
represent any such partly paid shares the total amount of the consideration to
be paid therefor, and the amount paid thereon shall be specified.


 


Section 6.3.  Facsimile Signatures.  Any of or all the signatures on the
certificate may be facsimile.  In case
any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.


 


Section 6.4.  Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates.  The
Board of Directors may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the corporation
alleged to have been lost, stolen or destroyed upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed.  When authorizing such
issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.


 


Section 6.5.  Transfer of Stock.  Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, and subject to applicable federal and state securities laws and
contractual obligations, it shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.


 


ARTICLE
VII

GENERAL PROVISIONS


 


Section 7.1.  Dividends.  Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law.  Dividends may
be paid in cash, in property, or in shares of the capital stock, subject to the
provisions of the Certificate of Incorporation. 
Before payment of any dividend, there may be set aside out of any funds
of the corporation available for dividends such sum or sums as the directors
from time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing
or maintaining any property of the corporation, or for such other purpose as
the directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.


 


Section 7.2.  Fiscal Year.  The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.


 


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Section 7.3.  Seal. 
The seal of the corporation shall be in such form as the Board of
Directors shall prescribe.


 


Section 7.4.  Amendments.  These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the stockholders or by the Board of
Directors, when such power is conferred upon the board of directors by the
Certificate of Incorporation (i) at any regular meeting of the stockholders
or of the Board of Directors (ii) or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new Bylaws shall be contained in the notice of
such special meeting.  If the power to
adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the
Certificate of Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.


 


ARTICLE
VIII

INDEMNIFICATION


 


The corporation shall be authorized to indemnify any
person entitled to indemnity under the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended (“DGCL”) to the fullest
extent permitted by the DGCL; provided, however, that the corporation shall not
be permitted to indemnify any person in connection with any proceeding
initiated by such person, unless such proceeding is authorized by a majority of
the directors of the corporation.


 


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