EXHIBIT 3.2
___________________________________
BY-LAWS
OF
UNION CARBIDE CORPORATION
____________________________________
TABLE OF CONTENTS
ARTICLE I STOCKHOLDERS Page
Section 1 - Annual Meetings.................... 1
2 - Special Meetings................... 1
3 - Time and Place of Meetings......... 1
4 - Notice of Meetings................. 1
5 - Quorum............................. 1
6 - Required Vote...................... 2
7 - Record Date........................ 2
8 - Organization....................... 2
9 - Procedure.......................... 2
10 - Adjournments....................... 3
ARTICLE II BOARD OF DIRECTORS
Section 1 - General Powers..................... 3
2 - Number of Directors................ 3
3 - Term of Office..................... 3
4 - Vacancies.......................... 3
5 - Regular Meetings................... 3
6 - Special Meetings................... 4
7 - Notice of Meetings................. 4
8 - Quorum and Manner..................
of Acting 4
9 - Action by Communications...........
Equipment 4
10 - Action by Consent.................. 5
11 - Organization....................... 5
12 - Compensation....................... 5
TABLE OF CONTENTS
ARTICLE III COMMITTEES Page
Section 1 - Executive Committee................ 5
2 - Other Committees................... 6
3 - Quorum and Manner..................
of Acting 6
4 - Procedure.......................... 6
5 - Changes in Committees.............. 6
ARTICLE IV OFFICERS
Section 1 - Number............................. 7
2 - Election and Term of...............
Office 7
3 - Removal and Vacancies.............. 7
4 - Subordinate and Assistant..........
Officers 7
5 - Duties............................. 8
ARTICLE V INDEMNIFICATION................................... 8
ARTICLE VI MISCELLANEOUS PROVISIONS
Section 1 - Transfer of Shares................. 10
2 - Regulations as to Stock............
Certificates 10
3 - Stockholder Inspection.............
Rights 10
4 - Corporate Seal..................... 10
5 - Definitions........................ 10
ARTICLE VII AMENDMENTS........................................ 11
BY-LAWS
of
UNION CARBIDE CORPORATION
ARTICLE I
STOCKHOLDERS
Section 1. Annual Meetings. The annual meeting of stockholders
for the election of directors and other purposes shall be held at such
place, date and hour as shall designated in the notice of meeting
approved by the Board.
Section 2. Special Meetings. A special meeting of stockholders
may be called at any time by the Board, the Chairman, a President or a
Vice-Chairman.
Section 3. Time And Place Of Meetings. Each meeting of
stockholders shall be held at such time and in such place within or
without the State of New York as the Board may determine.
Section 4. Notice Of Meetings. Not less than 10 or more than 50
days before the date of each meeting of stockholders, notice of the
meeting shall be given in the manner prescribed by law to each
stockholder entitled to vote thereat.
Section 5. Quorum. Except as otherwise required by law, at each
meeting of stockholders, holders of at least a majority of the
outstanding shares of stock entitled to vote at the meeting shall be
present in person or by proxy to constitute a quorum for the transaction
of business.
Section 6. Required Vote. At each meeting of stockholders for the
election of directors at which a quorum is present, the candidates, up
to the number of directors to be elected, shall be elected who receive a
plurality of the votes cast at the meeting by the holders of shares
entitled to vote in the election.
Except as otherwise required by law, at each meeting of
stockholders at which a quorum is present, all other matters shall be
decided by a majority of the votes cast at the meeting by the holders of
shares entitled to vote thereon.
Section 7. Record Date. The Board may prescribe a day and hour
not more than 50 or less than 10 days before the date of a meeting of
stockholders for the purpose of determining the stockholders entitled to
notice of or to vote at such meeting or any adjournment thereof.
Section 8. Organization. At each meeting of stockholders, one of
the following shall act as chairman of the meeting and shall preside
thereat, in the following order of precedence:
(a) the Chairman;
(b) any President;
(c) any Vice-Chairman or Vice-President designated by the
Board; or
(d) any person designated by a majority vote of the
stockholders present in person or by proxy.
Section 9. Procedure. At each meeting of stockholders, the
chairman of the meeting shall determine the order of business and all
other matters of procedure. He may establish rules to maintain order
and for the conduct of the meeting.
The Board in advance of every meeting of stockholders shall appoint
one or more inspectors of election to act at the meeting.
Section 10. Adjournments. A meeting of stockholders may be
adjourned from time to time and place to place until a quorum is present
or until its business is completed.
ARTICLE II
BOARD OF DIRECTORS
Section 1. General Powers. The business of the Corporation shall
be managed under the direction of the Board.
Section 2. Number Of Directors. The number of directors shall be
fixed and may from time to time be increased or decreased by vote of a
majority of the entire Board, but in no event shall the number of
directors be less than three or more than 19. Each director shall be a
stockholder.
Section 3. Term Of Office. Each director shall hold office until
the next annual meeting of stockholders and until his successor has been
elected and qualified.
Section 4. Vacancies. Except as otherwise required by law, any
vacancy occurring in the Board, and any newly created directorship
resulting from an increase in the number of directors, may be filled by
the Board.
Section 5. Regular Meetings. Regular meetings of the Board shall
be held at such times and places within or without the State of New York
as the Board may determine.
Section 6. Special Meetings. A special meeting of the Board may
be called at any time by the Chairman, a President, a Vice-Chairman or
any three directors and shall be held at such time and place as shall be
designated in the notice of meeting or waiver thereof.
Section 7. Notice Of Meetings. A notice shall be effective if (i)
it is mailed to each director at least three days before the date of the
meeting, (ii) it is sent by telegraph, cable or other form of recorded
communications or delivered personally or by telephone on such shorter
notice, not less than six hours before the meeting, as the person or
persons calling the meeting deem appropriate in the circumstances or
(iii) in the case of a meeting held in accordance with Article II,
Section 9, the notice is sent by telegraph, cable or other form of
recorded communications or delivered personally or by telephone on such
shorter notice, not less than three hours before the meeting, as the
person or persons calling the meeting deem appropriate in the
circumstances. Notices shall be given to each director at the address
which he has furnished to the Secretary as the address for such notices.
Notice of a regular meeting of the Board need not be given if the
Board has previously fixed the time and place of such meeting.
Section 8. Quorum And Manner Of Acting. Except as otherwise
provided by law or in these By-laws, one-third of the entire Board shall
be present to constitute a quorum for the transaction of business, and
the vote of a majority of the directors present at the time of the vote,
if a quorum is present at such time, shall be the act of the Board.
Section 9. Action By Communications Equipment. Any one or more
members of the Board or any committee thereof may participate in a
meeting of the Board or committee by means of a conference telephone or
similar communications equipment allowing all persons participating in
the meeting to hear each other at the same time. Participation by such
means shall constitute presence in person at a meeting.
Section 10. Action By Consent. Any action required or permitted
to be taken by the Board or any committee thereof may be taken without a
meeting if all members of the Board or committee consent in writing to
the adoption of a resolution authorizing the action.
Section 11. Organization. At each meeting of the Board, one of
the following shall act as chairman of the meeting and shall preside
thereat, in the following order of precedence:
(a) the Chairman;
(b) any President;
(c) any Vice-Chairman; or
(d) any other director chosen by a majority of the
directors present.
Section 12. Compensation. For services as a member of the Board
and any committee thereof, every director shall receive such
compensation, attendance fees and other allowances as the Board may
determine.
ARTICLE III
COMMITTEES
Section 1. Executive Committee. The Board, by resolution adopted
by a majority of the entire Board, shall designate an Executive
Committee, consisting of the Chairman and four or more other directors.
The chief executive officer shall serve as chairman of the Executive
Committee.
Subject to any limitations prescribed by law or by the Board, the
Executive Committee shall have and may exercise, when the Board is not
in session, all the powers of the Board.
Section 2. Other Committees. The Board, by resolution adopted by a
majority of the entire Board, may designate from among its members other
committees, each consisting of three or more directors. Subject to any
limitations prescribed by law, each committee shall have such authority
as the Board may determine.
Section 3. Quorum And Manner Of Acting. Unless the Board
otherwise provides, a majority of a committee of the Board shall be
present to constitute a quorum for the transaction of business, and the
vote of a majority of the members of the committee present at the time
of the vote, if a quorum is present at such time, shall be the act of
such committee.
Section 4. Procedure. Unless the Board otherwise provides, each
committee of the Board may adopt such rules as it may see fit with
respect to the calling of its meetings, the procedures to be followed
thereat, and its functioning generally. Each committee shall report its
actions to the Board.
Section 5. Changes In Committees. Except as otherwise provided in
these By-laws, the Board at any time may, by resolution adopted by a
majority of the entire Board, with or without cause, change or remove
the members of, fill vacancies in, and discharge any committee of the
Board.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be a
Chairman, one or more Presidents and Vice-Presidents, a Treasurer, a
Secretary, and a Controller and may include one or more Vice-Chairmen.
A chief executive officer shall be designated by the Board from among
the officers.
Section 2. Election And Term Of Office. Each officer shall be
elected by the Board and shall hold office until the meeting of the
Board following the next annual meeting of stockholders and until his
successor has been elected and qualified or until his earlier
retirement, resignation or removal. The Chairman, and any President or
Vice-Chairman shall be chosen from among the directors.
Section 3. Removal And Vacancies. Any officer may be removed at
any time with or without cause by the Board. A vacancy in any office
may be filled for the unexpired portion of the term in the same manner
as provided for election or appointment to such office.
Section 4. Subordinate And Assistant Officers. The Corporation
may have such subordinate and assistant officers as the Board may
appoint. Each such officer shall hold office at the pleasure of, and
may be removed at any time with or without cause by, the Board. Such
officers may include one or more Regional Vice-Presidents, Assistant
Vice-Presidents, Assistant Treasurers, Assistant Secretaries, and
Assistant Controllers.
Section 5. Duties. Each officer shall have such authority and
shall perform such duties as may be assigned by the Board, the Chairman
a President or a Vice-Chairman or as shall be conferred or required by
law or these By-laws or as shall be incidental to the office.
ARTICLE V
INDEMNIFICATION
The Corporation shall, to the fullest extent permitted by law,
indemnify each of its past, present and future directors, officers and
employees and their heirs, executors and administrators (collectively,
the "indemnitees") for any and all costs and expenses resulting from or
relating to any suit or claim arising out of, or alleged to arise out
of, past or future service to the Corporation or to another corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise at the Corporation's request.
Without limiting the generality of the foregoing, (i) the costs and
expenses for which each indemnitee shall, as a matter of right, be
entitled to indemnification shall include all costs and expenses
incurred by the indemnitee in the defense or settlement of, or in the
satisfaction of any order or judgment entered in, any suit or claim
(including any suit or claim brought or alleged to be brought in the
right of the Corporation to procure a judgment in its favor) arising out
of, or alleged to arise out of, any act or failure to act by the
indemnitee as a director, officer or employee of, or in any service to,
the Corporation or to another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise at the Corporation's
request, (ii) the stockholders or the Board of the Corporation are
authorized to, by a resolution of the stockholders or the Board, as the
case may be, indemnify the indemnitees for costs and expenses, and (iii)
the Corporation may, to the extent authorized by resolution of the Board
or the stockholders, enter into agreements with indemnitees to indemnify
them for costs and expenses; provided, however, that no indemnification
may be made to or on behalf of any director, officer, employee or other
indemnitee if a judgment or other final adjudication adverse to the
director, officer, employee or other indemnitee establishes that his
acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so
adjudicated, or that he personally gained in fact a financial profit or
other advantage to which he was not legally entitled, and provided
further that the foregoing proviso shall prohibit such indemnification
only to the extent that such indemnification is prohibited by Sec. 721
of the New York Business Corporation Law.
As used in this Article V,
(a) "costs and expenses" means any and all costs, expenses and
liabilities incurred by an indemnitee, including but not limited to (i)
attorney's fees, (ii) amounts paid in settlement of, or in the
satisfaction of any order or judgment in, any suit or claim and (iii)
fines, penalties and assessments asserted or adjudged in any suit or
claim.
(b) "suit or claim" means any and all suits, claims, actions,
investigations or proceedings, and threats thereof, whether civil,
criminal or administrative, heretofore or hereafter instituted or
asserted.
ARTICLE VI
MISCELLANEOUS PROVISIONS
Section 1. Transfer Of Shares. Shares of stock of the Corporation
shall be transferred only on the books of the Corporation by the record
holder thereof, in person or by his attorney or legal representative
thereunto duly authorized in writing, upon surrender of certificates for
a like number of shares, except as otherwise required by law.
Section 2. Regulations As To Stock Certificates. The Board, the
Chairman, a President, a Vice-Chairman or the Secretary may make all
such rules and regulations as it or such officer may deem advisable
concerning the issue, transfer, registration or replacement of
certificates for shares of stock of the Corporation.
Section 3. Stockholder Inspection Rights. A stockholder shall
have the right to inspect any book, record or document of the
Corporation to the extent that such right is conferred by provisions of
the New York Business Corporation Law or is authorized by the Board or
the Chairman.
Section 4. Corporate Seal. The Corporation shall have a suitable
seal, containing the name of the Corporation. The Secretary shall have
custody of the seal, but he may authorize others to keep and use a
duplicate seal.
Section 5. Definitions. As used herein, the following terms have
the following meanings:
"Board" means the Board of Directors of the Corporation.
"Chairman" means the Chairman of the Board of Directors.
"Corporation" means Union Carbide Corporation, a New York
corporation.
"Entire Board" means the total number of directors the
Corporation would have if there were no vacancies. It does
not mean the maximum number of directors authorized by these
By-laws unless the Board has fixed the number of directors
at 19.
"Vice-Chairman" means a Vice-Chairman of the Board of Directors.
"Vice-President" includes any Executive Vice-President, any
Senior Vice-President, and any other officer of the Corporation
who is a Vice-President however designated.
ARTICLE VII
AMENDMENTS
The By-laws may be adopted, amended or repealed by the
stockholders, or by the Board by a vote of a majority of the entire
Board.