AMENDED AS OF FEBRUARY 12, 1997
MACDERMID, INCORPORATED
BY-LAWS
ARTICLE' I
Meetings of Shareholders
Section 1. All meetings of the shareholders may be held at such place
within or without the State of Connecticut as may from time to time be
designated by the Board of Directors and stated in the notice of the meeting.
Section 2. The annual meeting of the shareholders for the election of
directors and the transaction of such other business as shall properly come
before such meeting shall be held on the Monday nearest the 17th day of July
in each year at the, hour designated in the notice of such meeting, provided
the directors by resolution adopted on or prior to the 1st day of June of any
year may designate another day during the month of July or August in such
year for such meeting.
Section 3. Special meetings of the shareholders may be called at any
time by the President or the Board of Directors, and the President shall call
a special meeting whenever he is requested in writing to do so by
shareholders representing one tenth of the outstanding stock having voting
power.
Section 4. A notice stating the time and place of each ,annual
meeting and the time, place and purpose of each special meeting shall be
given at least ten days but not more than sixty days prior to the meeting to
each shareholder of record entitled to vote at such meeting by the Secretary
delivering or mailing such notice to each shareholder at such address as may
appear on the books of the Company. All shareholders by proper waiver may
dispense with notice of any meeting.
Section 5. At all meetings of the shareholders, the holders of a
majority of the shares entitled to vote, present in person or represented by
proxy, shall, except as otherwise provided by law, constitute a quorum, but a
lesser number may adjourn the meeting to a day and time specified.
Section 6. Except as otherwise provided by law, when a quorum is present
at any shareholders' meeting, the affirmative vote of a majority of the
voting power of the shares represented at such meeting shall be the act of
the shareholders.
Section 7. At all meetings of shareholders, each shareholder may
vote in person or by proxy and shall have one vote for each share standing in
his name on the books of the Company. At all elections of directors the
voting shall be by ballot. The Chairman presiding at each such meeting shall
have power to appoint two or more persons to act as inspectors or tellers, to
receive, canvass and report the votes cast by the shareholders at such
meeting; but no candidate for the office of director shall be appointed as
inspector or teller at any meeting for the election of directors.
ARTICLE II
Powers and Duties of Directors
Section 1. The business of the Company shall be managed by a Board of
Directors of not less than three nor more than fifteen directors, the number
of which shall be fixed from time to time by vote of the Board of Directors,
who shall be elected at the annual meeting of the shareholders and who shall
continue in office until the next annual meeting and until their successors
are elected and qualified.
Section 2. A majority of the members of the Board shall constitute a
quorum competent to transact business. A lesser number than a quorum may
adjourn from time to time until a quorum is present.
Section 3. The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation, or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next annual meeting and
until his successor shall be-elected and qualified.
Section 4. All questions shall be decided by vote of a majority of the
directors present. The yeas and nays on any question shall be taken and
recorded on the minutes at the request of any director.
Section 5. The Board of Directors shall at each annual meeting of the
shareholders report the results of the operations of the Company during the
preceding year and its financial condition at the close of each year.
Section 6. Any director may resign at any time by giving written notice
of his resignation to the President or to the Secretary of the Company. Such
resignation shall take effect on the date such notice is delivered or at any
later time specified therein.
Section 7. The Board of Directors may authorize any officer or officers,
agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Company, and such authority
may be general or confined to specific instances.
Section 8. The Board of Directors may from time to -time, by resolution
passed by a majority of the whole Board, appoint standing or temporary
committees, including an executive committee, from its own number, such
committees to have such powers as the Board may legally delegate to it. All
committees so appointed shall keep regular minutes of their meetings, shall
cause them to be recorded in books kept for that purpose in the: office of
the Company and shall report the same to the Board of Directors at its next
meeting.
Section 9. The directors shall receive such compensation for their
services as directors and as members of any committee appointed by the Board
as may be prescribed by the Board of Directors and shall be reimbursed by the
Company for ordinary and reasonable expenses incurred in the performance of
their duties.
ARTICLE III
Meetings of Directors
Section 1. The annual meeting of the Board of Directors shall, if a
quorum is present, be held without notice immediately after the adjournment
of the annual shareholders' meeting or as soon thereafter as convenient at
the place at which the annual meeting of shareholders has been made.
Section 2. Regular meetings of the Board of Directors may be held
without notice at such times and at such places, . within or without the
State of Connecticut, as the Board of Directors may from time to time
designate.
Section 3. Special meetings of the Board of Directors may be called by
the President, or, in the event of his absence or inability to act, by any
other officer. In addition, any two directors may call such meetings. Such
meetings shall be held at the principal office of the Company or at such
other place or places, within or without the State of Connecticut, as the
Board of Directors may from time to time designate.
Section 4. Written or printed notice of all special meetings of the
Board of Directors shall be given to each director personally or by mail or
telegraph at least two days previous to the time of meeting, unless such
director shall in writing or by telegraph waive such notice or be in
attendance at such meeting.
Section 5. Subject to the provisions of the statutes and of Article VIII
hereof, any and all business may be transacted at any meeting unless
otherwise indicated in the notice of any special meeting.
Section 6. A director or a member of a committee of the Board of
Directors may participate in a meeting of the Board or of such committee by
means of conference telephone or similar communications equipment enabling
all directors participating in the meeting to hear one another, and
participation in a meeting pursuant to this Section 6 and the
Connecticut Stock Corporation Act shall constitute presence in person at
such meeting.
ARTICLE IV
Officers
Section 1. The officers of this Company shall consist of a Chairman of
the Board, if the Board of Directors so determine in any year; a President; a
Treasurer, a Secretary; and such other officers as the directors may
determine. Subject to their removal by the Board of Directors with or
without cause, the officers of the Company shall hold office until the next
annual meeting of the Board of Directors and until their successors are
elected and qualified.
Section 2. When elected, the Chairman of the Board shall have such
powers and perform such duties as may be delegated to him by the Board of
Directors.
Section 3. Subject to the delegation of powers and duties to the
Chairman of the Board, the President shall be the chief executive and
administrative officer of the Company and shall have general and active
control of its property and affairs and general supervision of its officers,
agents and employees. In the absence of a Chairman of the Board, he shall
preside at all meetings of the Board of Directors and of the shareholders.
Section 4. Such Vice Presidents as may be elected shall have such powers
and perform such duties as may be delegated to them by the Board of
Directors. In the absence or disability of the President they, in the order
in which they are elected at the preceding annual meeting of the Board of
Directors or in such order as may be designated by the Board of Directors,
shall exercise the powers and perform the duties of the President.
Section 5. The Treasurer shall receive and keep the cash funds, notes,
and all other cash items belonging to the Company, and shall enter and cause
to be entered regularly in books kept for that purpose, an account of all
money received and disbursed on the Company's account and an account of all
other financial transactions of the Company. He shall also perform all other
acts and duties specially required of him by all applicable statutes, by
these by-laws and by the Board of Directors.
Section 6. When elected, the Assistant Treasurer, in the absence or
disability of the Treasurer, shall perform the duties and exercise the powers
of the Treasurer, and shall perform such other duties as shall be from time
to time required of him by the Board of Directors.
Section 7. The Secretary shall make and keep records of the acts, doings
and proceedings of all meetings of the shareholders and directors; he shall
transmit to the shareholders and directors the notices required by statute
and by these by-laws, and as directed by the President; and he shall perform
all other acts and duties specially required of him by all applicable
statutes, by these by-laws and by the Board of Directors.
Section 8. When elected, the Assistant Secretary, in the absence or
disability of the Secretary, shall perform the duties and exercise the powers
of the Secretary, and shall perform such other duties as shall be from time
to time required of him by the Board of Directors.
Section 9. The Controller shall provide timely and appropriate financial
reports and analysis, thereon for the Shareholders, Board of Directors and
governmental and other regulatory agencies. He shall perform also other acts
and duties specially required of him by all applicable statutes, by these by-
laws, and by the Board of Directors.
Section 10. When elected, the Assistant Controller, in the absence or
disability of -the controller, shall perform such other duties and exercise
the powers of the Controller, and shall perform such other duties as shall be
from time to time required of him by the Board of Directors.
Section 11. Unless otherwise ordered by the Board of Directors, the
President or an officer thereunto duly authorized by the President shall have
full power and authority on behalf of the Company to attend and to vote at
any meeting of shareholders of any corporation in which this Company may hold
stock, and may exercise on behalf of this Company and all of the rights and
powers incident to the ownership of such stock at any such meeting, and shall
have power and authority to execute and deliver proxies and consents on
behalf of this Company in connection with the exercise by this Company of the
rights and powers incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers upon any other person or
persons.
ARTICLE V
Checks, Notes, Etc.
All checks, notes, drafts and bills of exchange, issued by the Company
for Company purposes, shall be signed by such officers or employees as may
from time to time be designated by the Board of Directors.
ARTICLE VI
Stock Transfers
Stock transfer books shall be kept and no transfers of stock shall be
permitted except upon said books, either by the shareholder in person or by
power of attorney executed by him for that purpose. The Board of Directors
may from time to time designate one or more transfer agents and one or more
registrars to transfer and register shares of the stock of the Company.
ARTICLE VII
Corporate Seal
A seal, circular in form, with the words "MACDERMID, INCORPORATED,
Waterbury, Connecticut" on its circumference, and the word "SEAL" across its
face, shall be the corporate seal of the Company, which shall be kept in the
custody of the Secretary of the Company.
ARTICLE VIII
Amendment of By-Laws
These by-laws may be altered or amended at any meeting of the directors,
whether annual, regular, or special, by a majority of the directors, provided
that in the call of such meeting notice of intention to amend the by-laws
shall have been given, unless a proper waiver has been signed by all of the
directors dispensing with notices of any meeting.
ARTICLE IX
Indemnification
Section 1. As used in this Article IX, the terms "Director,"
"Expenses," "Liability," "Official capacity," "Party" and "Proceeding" shall
have the respective meanings ascribed to them in Section 33-770 of the
Connecticut Business Corporation Act ("CBCA") or successor provision.
Section 2. Subject to the provisions of Sections 3 and 4 of this
Article IX and Sections 33-771 (b) , (c) and (e) of the CBCA, the
Company shall indemnify an individual made a Party to a Proceeding because he
is or was a Director against Liability incurred in the Proceeding if: (a) he
conducted himself in good faith; and (b) he reasonably believed (i) in the
case of conduct in his official capacity with the Company, that his conduct
was in its best interests, and (ii) in all other cases, that his conduct was
at least not opposed to its best interests; and (c) in the case of any
criminal Proceeding, he had no reasonable cause to believe his conduct was
unlawful.
Section 3. The Company shall pay for or reimburse the reasonable
Expenses incurred by a Director who is a Party to a Proceeding in advance of
final disposition of the Proceeding if: (a) the Director furnishes the
Company a written affirmation of his good faith belief that he has met the
standard of conduct described in Section 2 of Article IX; (b) the
Director furnishes the Company a written undertaking, executed personally or
on his behalf, to repay the advance if it is ultimately determined that he
did not meet the standard of conduct; and (c) a determination is made that
the facts. then known to those making the determination would not preclude
indemnification under Sections 33-770 to 33-778, inclusive, of the CBCA.
Section 4. Notwithstanding the foregoing, the Company shall not
indemnify a Director under Section 2 of Article IX unless authorized in
a specific case after a determination has been made that indemnification of
the Director is permissible in the circumstances because he has met the
standard of conduct set forth under said Section 2. The determination
shall be made (a) by the Board of Directors by a majority vote of a quorum
consisting of Directors not at the time parties to the Proceeding; (b) if a
quorum cannot be obtained under subsection (a) of this Section 4, by
majority vote of a committee duly designated by the Board of Directors, in
which designation Directors who are Parties may participate, consisting
solely of two or more Directors not at the time Parties to the Proceeding;
(c) by special legal counsel (i) selected by the Board of Directors or its
committee in the manner prescribed in subsection (a) or (b) of this
Section 4, or (ii) if a quorum of the Board of Directors cannot be obtained
under subsection (a) of this Section 4, and a committee cannot be
designated under subsection (b) of this Section 4, selected by a
majority vote of the full Board of Directors, in which selection Directors
who are Parties may participate; -or (d) by the shareholders, but shares
owned by or voted under the control of Directors who are at the time Parties
to the Proceeding may not be voted on the determination. Authorization of
indemnification and evaluation as to reasonableness of Expenses shall be made
in the same manner as -the determination that indemnification is permissible,
except that if the determination is made by special legal counsel,
authorization of indemnification and evaluation as to reasonableness of
Expenses shall be made by those entitled under subsection (c) of this
Section 4 to select counsel.
Section 5. The Company shall indemnify and advance Expenses to an officer
who is not a Director, and may indemnify and advance Expenses to an employee
or agent who is not a Director, to the same extent as to a Director under
Sections 2, 3 and 4 of this Article IX.
Section 6. Nothing set forth in this Article IX shall be deemed to limit
the power of the Company to indemnify any Director, officer, employee or
agent as permitted under the provisions of the CBCA.