Exhibit 3.2.1
BY-LAWS
OF
UNION CARBIDE CORPORATION
As Adopted
April 26, 1994
Amended
December 3, 1996
TABLE OF CONTENTS
Page
ARTICLE I STOCKHOLDERS
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............... 1
7 - Record Date................. 1
8 - Organization................ 2
9 - Procedure................... 2
10 - Adjournments................ 2
11 - Notice of Stockholder
Business and Nominations... 2
ARTICLE II BOARD OF DIRECTORS
Section 1 - General Powers................. 5
2 - Number of Directors............ 5
3 - Term of Office................. 5
4 - Vacancies...................... 5
5 - Regular Meetings............... 5
6 - Special Meetings............... 5
7 - Notice of Meetings............. 6
8 - Quorum and Manner
of Acting..................... 6
9 - Action by Communications
Equipment..................... 6
10 - Action by Consent.............. 6
11 - Organization................... 6
12 - Compensation................... 7
ARTICLE III COMMITTEES
Section 1 - Executive Committee............ 7
2 - Other Committees............... 7
3 - Quorum and Manner
of Acting..................... 7
4 - Procedure...................... 7
5 - Changes in Committees.......... 7
TABLE OF CONTENTS
Page
ARTICLE IV OFFICERS
Section 1 - Number......................... 8
2 - Election and Term of
Office........................ 8
3 - Removal and Vacancies.......... 8
4 - Subordinate and Assistant
Officers...................... 8
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
be 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.
Section 11. Notice of Stockholder Business and
Nominations.
(a) Annual Meetings of Stockholders.
(i) Nominations of persons for election as
directors and the proposal of business to be considered by
the stockholders may be made at an annual meeting of
stockholders (A) pursuant to the Corporation's notice of
meeting, (B) by or at the direction of the Board or (C) by
any stockholder who was a stockholder of record at the time
of giving of notice provided for in this By-law, who is
entitled to vote at the meeting and who complies with the
notice procedures set forth in this By-law.
(ii) For nominations or other business to be
properly brought before an annual meeting by a stockholder
pursuant to clause (C) of paragraph (a)(i) of this By-law,
the stockholder must have given timely notice thereof in
writing to the Secretary and such other business must
otherwise be a proper matter for stockholder action. To be
timely, a stockholder's notice shall be delivered to the
Secretary at the principal executive offices of the
Corporation not later than the close of business on the 90th
day nor earlier than the close of business on the 120th day
prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that
the date of the annual meeting is more than 30 days before
or more than 60 days after such anniversary date, notice by
the stockholder to be timely must be so delivered not
earlier than the close of business on the 120th day prior to
such annual meeting and not later than the close of business
on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement
of the date of such meeting is first made by the
Corporation. In no event shall the public announcement of
an adjournment of an annual meeting commence a new time
period for the giving of a stockholder's notice as described
above. Such stockholder's notice shall set forth: (A) as to
each person whom the stockholder proposes to nominate for
election or reelection as a director all information
relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an
election contest, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and Rule 14a-11
thereunder (including such person's written consent to being
named in the proxy statement as a nominee and to serving as
a director if elected); (B) as to any other business that
the stockholder proposes to bring before the meeting, a
brief description of the business desired to be brought
before the meeting, the reasons for conducting such business
at the meeting and any material interest in such business of
such stockholder and the beneficial owner, if any, on whose
behalf the proposal is made; and (C) as to the stockholder
giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made (x) the name and
address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owner and (y)
the class and number of shares of the Corporation which are
owned beneficially and of record by such stockholder and
such beneficial owner.
(iii) Notwithstanding anything in the second
sentence of paragraph (a)(ii) of this By-law, in the event
that the number of directors to be elected to the Board is
increased and the public announcement by the Corporation
naming all of the nominees for director or specifying the
size of the increased Board occurs less than 100 days prior
to the first anniversary of the preceding year's annual
meeting, a stockholder's notice required by this By-law
shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if
it shall be delivered to the Secretary at the principal
executive offices of the Corporation not later than the
close of business on the 10th day following the day on which
such public announcement is first made.
(b) Special Meetings of Stockholders.
Nominations of persons for election as directors
may be made at a special meeting of stockholders at which
directors are to be elected pursuant to the Corporation's
notice of meeting (i) by or at the direction of the Board or
(ii) provided that the Board has determined that directors
shall be elected at such meeting, by any stockholder of the
Corporation who is a stockholder of record at the time of
giving of notice provided for in this By-law, who shall be
entitled to vote at the meeting and who complies with the
notice procedures set forth in this By-law. In the event
the Corporation calls a special meeting of stockholders for
the purpose of electing one or more directors to the Board,
any such stockholder may nominate a person or persons (as
the case may be), for election to such position(s) as are
specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(ii) of this
By-law shall be delivered to the Secretary at the principal
executive offices of the Corporation not earlier than the
close of business on the 120th day prior to such special
meeting and not later than the close of business on the
later of the 90th day prior to such special meeting or the
10th day following the day on which public announcement is
first made of the date of the special meeting and of the
nominees proposed by the Board to be elected at such
meeting. In no event shall the public announcement of an
adjournment of a special meeting commence a new time period
for the giving of a stockholder's notice as described above.
(c) General.
(i) Only such persons who are nominated in
accordance with the procedures set forth in this By-law
shall be eligible to serve as directors and only such
business shall be conducted at a meeting of stockholders as
shall have been brought before the meeting in accordance
with the procedures set forth in this By-law. The Chairman
of the meeting shall have the power and duty to determine
whether a nomination or any business proposed to be brought
before the meeting was made or proposed, as the case may be,
in accordance with the procedures set forth in this By-law
and, if any proposed nomination or business is not in
compliance with this By-law, to declare that such defective
proposal or nomination shall be disregarded.
(ii) For purposes of this By-law, "public
announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly
filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.
(iii) Notwithstanding the foregoing
provisions of this By-law, a stockholder shall also comply
with all applicable requirements of the Exchange Act and the
rules and regulations thereunder with respect to the matters
set forth in this By-law. Nothing in this By-law shall be
deemed to affect any rights (A) of stockholders to request
inclusion of proposals in the Corporation's proxy statement
pursuant to Rule 14a-8 under the Exchange Act or (B) of the
holders of any series of Preferred Stock to elect directors
under the circumstances specified by the terms of such
Preferred Stock.
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 filed 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 designed 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 or 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.