EXHIBIT 3(ii)
BY-LAWS
of
ALCOA INTERNATIONAL HOLDINGS COMPANY
ARTICLE I
GENERAL PROVISIONS
Section 1. Offices. The registered office of the company
shall be at 1209 Orange Street, Wilmington, Delaware 19801.
The company may also have offices at such other locations as
the business of the company may require.
Section 2. Seal. The company shall have a corporate seal
in such form as the board of director shall from time to time
approve.
Section 3. Fiscal Year. The fiscal year of the company
shall end on the 31st day of December.
Section 4. Stock Certificates. Stock certificates shall be
in such form as the board of directors shall from time to time
approve. Each certificate shall be signed by the president or a
vice president and by the treasurer or secretary, and shall be
sealed with the corporate seal.
ARTICLE II
STOCKHOLDERS' MEETING
Section 1. Place of Meetings. Meetings of the stockholders
of the company shall be held at the principal office of the
company or at such other place as may be designated in the notice
of the meeting or duly executed waivers of notice thereof.
Section 2. Annual Meeting. The annual meeting of the
stockholders shall be held on the third Thursday in April of each
year at 10:00 a.m. local time or on such other day or at such
other time as may be designated in the notice of the meeting or
duly executed waivers of notice thereof.
Section 3. Special Meeting. A special meeting of the
stockholders may be called by the board of directors of the
company.
Section 4. Notice. Written notice of the time and place of
each meeting of the stockholders, and in the case of a special
meeting the purpose or purposes thereof, shall be given to each
stockholder of record either in person or by mail to the record
address of the stockholder, not less than ten nor more than sixty
days before the meeting. Such notice shall be given by the
president or the secretary.
Section 5. Chairman of Meeting. All meetings of the
stockholders shall be called to order and presided over by the
chairman of the board, or in the absence of the chairman of the
board, by the president, or in the absence of both, by the vice
president present having the most seniority in that position, or
if none of these be present, by a chairman elected by the
stockholders present.
Section 6. Quorum. The holders of a majority of the shares
entitled to vote, present in person or by proxy, shall constitute
a quorum for the transaction of business at a meeting of the
stockholders. The stockholders present at a duly organized
meeting can continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave
less than a quorum. If at any meeting a quorum shall not be
present, a majority vote of the shares represented may adjourn
the meeting from time to time for up to 30 days until a quorum
shall be present.
Section 7. Voting. Each question shall be decided by the
vote of a majority of the shares represented at any duly
organized meeting of the stockholders and entitled to vote on
such question, unless otherwise specially provided by law.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Number. Until the number of the directors has
been increased or decreased as hereinafter provided, the number
of the directors shall be four. The board of directors is hereby
authorized to increase or decrease the number of the directors,
from time to time, without a vote of the stockholders, provided
however that such number shall not be less than three nor more
than twelve. Notwithstanding the foregoing, upon any annual
election by the stockholders of a number of directors different
than that in effect immediately prior to such election, the
number of the directors shall automatically be increased or
decreased to the number so elected.
Section 2. General Powers. The board of directors shall
have power in general to manage the business and affairs of the
company consistent with the law, the Certificate of Incorporation
of the company and these by-laws, and may from time to time adopt
such regulations regarding the powers, duties and compensation of
the respective officers, assistant officers and agents and the
conduct of the company's business as the board may deem proper
and expedient.
Section 3. Election. At each annual meeting of the
stockholders, the stockholders shall elect directors each of whom
shall hold office until the next annual meeting of the
stockholders and until the successors to such director shall have
been elected and qualified, except in the case of earlier death,
resignation or removal.
Section 4. Vacancies. Any vacancies in the board of
directors, including those resulting form an increase in the
number of directors, may be filled by the remaining directors,
though less than a quorum.
Section 5. Annual Meeting. The board of directors shall
without notice meet each year upon adjournment of the annual
meeting of the stockholders, or at such other time or place as
shall be designated in a notice given to all nominees for
director, for the purposes of organization, election of officers
and consideration of any other business that may properly be
brought before the meeting.
Section 6. Special Meeting. Special meetings of the board
of directors may be called by the chairman of the board, the
president, the secretary or any two directors.
Section 7. Quorum. A majority of the directors in officer
shall be necessary to constitute a quorum for the transaction of
business at a meeting of the board of directors, provided that at
least one-third of the total number of directors shall be
necessary to constitute a quorum. If at any meeting a quorum
shall not be present, a majority of the directors present may
adjourn the meeting from time to time until a quorum shall be
present.
Section 8. Voting. The acts of a majority of the directors
present at a meeting at which a quorum is present shall be the
acts of the board of directors.
Section 9. Committee Meetings. A majority of the members
of any committee of the board of directors shall constitute a
quorum for the transaction of business by such committee, and the
acts of a majority of the committee members present at a meeting
at which a quorum is present shall be the acts of the committee;
provided, however, that in the absence or disqualification of any
member of any such committee, the member or members thereof
present at any meeting and not disqualified from voting, whether
or not such member or members constitute a quorum, may
unanimously appoint another member of the board of directors to
act at the meeting in the place of any such absent or
disqualified member.
Section 10. Participation by Conference Telephone. One or
more directors may participate in a meeting of the board or of a
committee of the board by means of conference telephone or
similar communications equipment by means of which all persons
participating in the meeting can hear each other.
ARTICLE IV
GENERAL MEETING PROVISIONS
Section 1. Waiver of Notice. A written waiver of notice of
a meeting, signed by the person entitled to notice, whether
before or after the time stated therein, shall be deemed
equivalent to notice. Neither the business to be transacted at,
nor the purpose of, any meeting of the stockholders, directors,
or members of a committee of directors need be specified in any
written waiver of notice thereof. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or
convened.
Section 2. Director Action by Written Consent. Any action
required or permitted to be taken at any meeting of the board of
directors or a committee thereof may be taken without meeting if
all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed
by the secretary with the minutes of proceedings of the board or
committee.
Section 3. Stockholder Action by Written Consent. Any
action required or permitted to be taken at any meeting of the
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 the
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. Prompt written notice of the taking of the
corporate action without a meeting by less than unanimous written
consent shall be given to the stockholders who have not consented
in writing.
ARTICLE V
OFFICERS
Section 1. Election. The board of directors at its annual
meeting shall elect a president, a secretary and a treasurer, and
may elect a chairman of the board, one or more vice presidents, a
controller, and such other officers and assistant officers as the
board may deem appropriate. The board of directors may also,
from time to time, elect such other officers and assistant
officers and appoint such agents as it may deem appropriate.
Section 2. Term of Office. Each officer and assistant
officer shall hold office until the annual meeting of the board
of directors following the end of the term of the board by which
such officer or assistant officer is elected, except in the case
of earlier death, resignation or removal. Any officer or
assistant officer may be removed, with or without cause, at any
time by the vote of a majority of the members of the board then
in office.
Section 3. Chairman of the Board. The chairman of the
board shall preside at all meetings of the board of directors at
which such chairman is present.
Section 4. President. The president shall, in general,
perform all duties incident to the office of president, and shall
be a member ex officio of all committees of management appointed
by the president. In the absence of the chairman of the board,
the president shall preside at meetings of the board of
directors.
Section 5. Vice Presidents. Each vice president shall have
such powers and perform such duties as the president may from
time to time delegate to such vice president, except as otherwise
determined by the board of directors.
Section 6. Secretary. The secretary will attend meetings
of the stockholders and the board of directors, shall keep
minutes thereof in suitable books, and shall send out all notices
of meetings as required by law or these by-laws. The secretary
shall be ex officio an assistant treasurer. The secretary shall,
in general, perform all duties incident to the office of
secretary.
Section 7. Treasurer. The treasurer shall receive all
money paid to the company and keep or cause to be kept accurate
accounts of all money received or payments made in books kept for
that purpose. The treasurer shall deposit all money received by
him in the name and to the credit of the company in such bank or
other place or places of deposit as the board of directors or any
officer or assistant officer of the company duly authorized by
the board of directors shall designate. The treasurer shall be
ex officio an assistant secretary. The treasurer shall, in
general, perform all duties incident to the office of treasurer.
Section 8. Controller. The controller shall be responsible
for the implementation of accounting policies and procedures, the
installation and supervision of all accounting records, including
the preparation and interpretation of financial statements, the
compilation of production costs and cost distributions and the
taking and valuation of physical inventories. The controller
shall also be responsible for the maintenance of adequate records
of authorized appropriations and the approval for payment of all
checks and vouchers. The controller shall, in general, perform
all duties incident to the office of controller.
Section 9. Assistant Officers. Each assistant officer
shall have such powers and perform such duties as may be
delegated to such assistant officer by the officer to whom such
assistant officer is an assistant or, in the absence or inability
to act of such officer, by the officer to whom such officer
reports or by the president.
Section 10. Signing and Endorsing Checks, etc. The
treasurer or any assistant treasurer, and any other person or
persons who shall be designated by or in accordance with a
procedure adopted by the board of directors, shall have the
power, in the name and on behalf of the company, (a) to sign
checks, voucher and drafts, and (b) to endorse for collection all
checks and other negotiable instruments.
ARTICLE VI
INDEMNIFICATION
Section 1. Right to Indemnification. Each person who was
or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a
director or officer, of the company or is or was serving at the
request of the company as a director, officer, employee or agent
of another company or of a partnership, joint venture, trust or
other enterprise, including service with respect to employee
benefit plans, whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee
or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held
harmless by the company to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the company to
provide broader indemnification rights than said law permitted
the company to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees, witness
expenses, judgments, fines, excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however,
that, except as provided in Section 2 of this Article VI, the
company shall indemnify any such person seeking indemnification
in connection with a proceeding (or part thereof) initiated by
such person against the company only (i) if the person seeking
indemnification is successful in such proceeding (or part
thereof) for which indemnification is claimed or (ii) if the
indemnification for expenses is included in a settlement of the
proceeding or is awarded by a court. The right to
indemnification conferred in this Section shall be a contract
right and shall include the right to be paid by the company the
expenses incurred in defending any such proceeding in advance of
its final disposition; provided, however, that, if the Delaware
General Corporation Law, By-law, or agreement requires, the
payment of such expenses in advance of the final disposition of a
proceeding, shall be made only upon delivery to the company of an
undertaking to repay all amounts so advanced if it shall
ultimately be determined that the person seeking indemnification
is not entitled to be indemnified under this Article VI or
otherwise.
The company may, by action of its board of directors,
provide indemnification to employees and agents of the company
with the same scope and effect as the foregoing indemnification
of directors and officers.
Section 2. Right of Claimant to Bring Suit. If a claim
under Section 1 of this Article VI is not paid in full by the
company within thirty days after a written claim has been
received by the company, the claimant may at any time thereafter
bring suit against the company to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition
where the required undertaking, if any is required, has been
tendered to the company) that the claimant has not met the
standards of conduct which make it permissible under the Delaware
General Corporation Law for the company to indemnify the claimant
for the amount claimed, but the burden of proving such defense
shall be on the company. Neither the failure of the company
(including its board of directors, legal counsel, or its
stockholders) to have a determination prior to the commencement
of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable
standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the company (including its
Board of Directors, legal counsel, or its stockholders) that the
claimant has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that the
claimant has not me the applicable standard of conduct.
Section 3. Insurance. The company may maintain insurance,
at its expense, to protect itself and any director, officer,
employee or agent of the company or another company, partnership,
joint venture, trust or other enterprise against any such
expense, liability or loss, whether or not the company would have
the power to indemnify such person against such expense,
liability or loss under the Delaware General Corporation Law.
Section 4. Non-Exclusivity of Rights. The right to
indemnification and the payment of expenses incurred in defending
a proceeding in advance of its final disposition conferred to in
this Article VI shall not be exclusive of any other right which
any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-law, agreement,
vote of stockholders or disinterested directors or otherwise.
The company may enter into indemnity agreements with directors,
officers and other persons which the company may, by action of
the board of directors, determine. The right of indemnification
provided for herein may not be amended or repealed so as to limit
in any way the indemnification provided for herein with respect
to any acts or omissions occurring prior to any such amendment or
repeal.