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TREDEGAR CORPORATION
AMENDED AND RESTATED BY-LAWS
In Effect as of September 10, 2001
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TREDEGAR CORPORATION
AMENDED AND RESTATED BY-LAWS
ARTICLE I
Meeting of Shareholders
Section 1. Places of Meetings. All meetings of the shareholders shall
be held at such place, either within or without the State of Virginia, as may,
from time to time, be fixed by the Board of Directors.
Section 2. Annual Meetings. The annual meeting of the shareholders, for
the election of directors and transaction of such other business as may come
before the meeting, shall be held in each year on the fourth Thursday in April,
at 9:30 a.m., Richmond, Virginia time, or on such other date and at such other
time as the Board of Directors of the Corporation may designate from time to
time.
Section 3. Special Meetings. Special meetings of shareholders for any
purpose or purposes may be called at any time by the Chairman of the Board or
the President of the Corporation, or by a majority of the Board of Directors. At
a special meeting no business shall be transacted and no corporate action shall
be taken other than that stated in the notice of the meeting.
Section 4. Notice of Meetings. Except as otherwise required by law,
written or printed notice stating the place, day and hour of every meeting of
the shareholders and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be mailed not less than ten nor more than
sixty days before the date of the meeting to each shareholder of record entitled
to vote at such meeting, at his address which appears in the share transfer
books of the Corporation. Meetings may be held without notice if all the
shareholders entitled to vote at the meeting are present in person or by proxy
or if notice is waived in writing by those not present, either before or after
the meeting.
Section 5. Quorum. Except as otherwise required by the Articles of
Incorporation, any number of shareholders together holding at least a majority
of the outstanding shares of capital stock entitled to vote with respect to the
business to be transacted, who shall be present in person or represented by
proxy at any meeting duly called, shall constitute a quorum for the transaction
of business. If less than a quorum shall be in attendance at the time for which
a meeting shall have been called, the meeting may be adjourned from time to time
by a majority of the shareholders present or represented by proxy without notice
other than by announcement at the meeting.
Section 6. Voting. At any meeting of the shareholders each shareholder
of a class entitled to vote on the matters coming before the meeting shall have
one vote, in person or by proxy, for each share of capital stock standing in his
or her name on the books of the Corporation at the time of such meeting or on
any date fixed by the Board of Directors not more than seventy (70) days prior
to the meeting. Every proxy shall be in writing, dated and signed by the
shareholder entitled to vote or his duly authorized attorney-in-fact.
Section 7. Voting List. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least ten (10) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, with the address of
and the number of shares held by each. Such list, for a period of ten (10) days
prior to such meeting, shall be kept on file at the registered office of the
Corporation or at its principal place of business or at the office of its
transfer agent or registrar and shall be subject to inspection by any
shareholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholder during the whole time of the meeting. The
original stock transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders. If the requirements of this Section 7 have not been
substantially complied with, the meeting shall, on the demand of any shareholder
in person or by proxy, be adjourned until the requirements are complied with.
Section 8. Shareholder Proposals. To be properly brought before an
annual meeting of shareholders, business must be (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly brought before
the meeting by a shareholder. In addition to any other applicable requirements,
for business to be properly brought before an annual meeting by a shareholder,
the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholder's notice must be
given, either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the Corporation not later than ninety (90) days in advance of
the annual meeting. A shareholder's notice to the Secretary shall set forth as
to each matter the shareholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting (including the specific proposal to be presented) and the reasons for
conducting such business at the annual meeting, (ii) the name and record address
of the shareholder proposing such business, (iii) the class and number of shares
of the Corporation that are beneficially owned by the shareholder, and (iv) any
material interest of the shareholder in such business.
In the event that a shareholder attempts to bring business before an
annual meeting without complying with the provisions of this Section 8, the
Chairman of the meeting shall declare to the meeting that the business was not
properly brought before the meeting in accordance with the foregoing procedures,
and such business shall not be transacted.
No business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Section 8, provided, however,
that nothing in this Section 8 shall be deemed to preclude discussion by any
shareholder of any business properly brought before the annual meeting.
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Section 9. Inspectors. An appropriate number of inspectors for any
meeting of shareholders may be appointed by the Chairman of such meeting.
Inspectors so appointed will open and close the polls, will receive and take
charge of proxies and ballots, and will decide all questions as to the
qualifications of voters, validity of proxies and ballots, and the number of
votes properly cast.
ARTICLE II
Directors
Section 1. General Powers. The property, affairs and business of the
Corporation shall be managed under the direction of the Board of Directors, and
except as otherwise expressly provided by law, the Articles of Incorporation or
these By-laws, all of the powers of the Corporation shall be vested in such
Board.
Section 2. Number of Directors. The Board of Directors shall be nine
(9) in number.
Section 3. Election of Directors.
(a) Directors shall be elected at the annual meeting of
shareholders to succeed those Directors whose terms have expired and to fill any
vacancies thus existing.
(b) Directors shall hold their offices for terms as set forth
in the Articles of Incorporation and until their successors are elected. Any
director may be removed from office as set forth in the Articles of
Incorporation.
(c) Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of the majority of the remaining directors though
less than a quorum of the Board of Directors.
(d) A majority of the number of directors fixed by these
By-laws shall constitute a quorum for the transaction of business. The act of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 4. Meetings of Directors. Meetings of the Board of Directors
shall be held at places within or without the State of Virginia and at times
fixed by resolution of the Board, or upon call of the Chairman of the Board, and
the Secretary or officer performing the Secretary's duties shall give not less
than twenty-four (24) hours' notice by letter, telegraph or telephone (or in
person) of all meetings of the directors, provided that notice need not be given
of regular meetings held at times and places fixed by resolution of the Board.
An annual meeting of the Board of Directors shall be held as soon as practicable
after the adjournment of the annual meeting of shareholders. Meetings may be
held at any time without notice if all of the Directors are present, or if those
not present waive notice in writing either before or after the meeting.
Directors may be allowed, by resolution of the Board, a reasonable fee and
expenses for attendance at meetings.
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Section 5. Nominations. Subject to the rights of holders of any class
or series of stock having a preference over the common stock as to dividends or
upon liquidation, nominations for the election of Directors shall be made by the
Board of Directors or a committee appointed by the Board of Directors or by any
shareholder entitled to vote in the election of Directors generally. However,
any shareholder entitled to vote in the election of Directors generally may
nominate one or more persons for election as Directors at a meeting only if
written notice of such shareholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not later than (i)
with respect to an election to be held at an annual meeting of shareholders,
ninety (90) days in advance of such meeting, and (ii) with respect to an
election to be held at a special meeting of shareholders for the election of
Directors, the close of business on the seventh day following the date on which
notice of such meeting is first given to shareholders. Each notice shall set
forth: (a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (d) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors;
and (e) the consent of each nominee to serve as a Director of the Corporation if
so elected. The Chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedure.
ARTICLE III
Committees
Section 1. Executive Committee. The Board of Directors shall, by vote
of a majority of the number of directors fixed by these By-laws, designate an
Executive Committee, which shall consist of three or more directors, including
the Chairman of the Board. The members of the Executive Committee shall serve
until their successors are designated by the Board of Directors, until removed
or until the Executive Committee is dissolved by the Board of Directors. All
vacancies which may occur in the Executive Committee shall be filled by the
Board of Directors.
When the Board of Directors is not in session, the Executive Committee
shall have all power vested in the Board of Directors by law, the Articles of
Incorporation or these By-laws, except as otherwise provided in the Virginia
Stock Corporation Act and except that the Executive Committee shall not have the
power to elect the President of the Corporation. The Executive Committee shall
report at the next regular or special meeting of the Board of Directors all
action which the Executive Committee may have taken on behalf of the Board since
the last regular or special meeting of the Board of Directors.
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Meetings of the Executive Committee shall be held at such places and at
such times fixed by resolution of the Committee, or upon call of the Chairman of
the Board. Not less than twelve (12) hours' notice shall be given by letter,
telegraph or telephone (or in person) of all meetings of the Executive
Committee, provided that notice need not be given of regular meetings held at
times and places fixed by resolution of the Committee and that meetings may be
held at any time without notice if all of the members of the Committee are
present or if those not present waive notice in writing either before or after
the meeting. A majority of the members of the Executive Committee then serving
shall constitute a quorum for the transaction of business at any meeting.
Section 2. Executive Compensation Committee. The Board of Directors, at
its regular annual meeting, shall designate an Executive Compensation Committee
which shall consist of three or more directors who shall not be eligible for
bonus, stock option or stock appreciation rights, except for awards made under a
shareholder approved plan. In addition, the Board at any time may designate one
or more alternate members of such Committee who shall be directors not eligible
for bonus, stock option or stock appreciation rights who may act in place of any
absent regular member upon invitation by the Chairman or Secretary of the
Committee.
With respect to salaries, the Executive Compensation Committee shall
have and may exercise the power to fix and determine from time to time all
salaries of the executive officers of the Corporation, and such further powers
with respect to salaries as may from time to time be conferred by the Board of
Directors.
With respect to bonuses, the Executive Compensation Committee shall
have and may exercise the powers to determine the amounts annually available for
bonuses pursuant to any bonus plan or formula approved by the Board, to
determine bonus awards to executive officers and to exercise such further powers
with respect to bonuses as may from time to time be conferred by the Board of
Directors.
With respect to other incentive compensation, the Executive
Compensation Committee shall have and may exercise such powers as may from time
to time be conferred by the Board of Directors or pursuant to any plan under
which such compensation is paid or awarded.
Vacancies in the Executive Compensation Committee shall be filled by
the Board of Directors, and members shall be subject to removal by the Board at
any time.
The Executive Compensation Committee shall fix its own rules of
procedure. A majority of the number of regular members then serving shall
constitute a quorum; and regular and alternate members present shall be counted
to determine whether there is a quorum. The Executive Compensation Committee
shall keep minutes of its meetings, and all action taken by it shall be reported
to the Board of Directors.
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Section 3. Audit Committee. The Board of Directors at its regular
annual meeting shall designate an Audit Committee which shall consist of three
or more directors whose membership on the Committee shall meet the requirements
set forth in the rules of the New York Stock Exchange, as amended from time to
time. Vacancies in the Committee shall be filled by the Board of Directors with
directors meeting the requirements set forth above, giving consideration to
continuity of the Committee, and members shall be subject to removal by the
Board at any time. The Committee shall fix its own rules of procedure and a
majority of the members serving shall constitute a quorum. The Committee shall
meet at least twice a year with both the internal and the Corporation's outside
auditors present at each meeting and shall keep minutes of its meetings and all
action taken shall be reported to the Board of Directors. The Committee shall
review the reports and minutes of any audit committees of the Corporation's
subsidiaries. The Committee shall review the Corporation's financial reporting
process, including accounting policies and procedures. The Committee shall
examine the report of the Corporation's outside auditors, consult with them with
respect to their report and the standards and procedures employed by them in
their audit, report to the Board the results of its study and recommend the
selection of auditors for each fiscal year.
Section 4. Nominating and Governance Committee. The Board of Directors
shall designate a Nominating and Governance Committee, which shall consist of
three or more directors. The primary responsibilities of the Nominating and
Governance Committee shall include: (i) reviewing the composition of the Board
of Directors to insure that there is a balance of appropriate skills and
characteristics reflected on the Board; (ii) developing criteria for Director
searches and making recommendations to the Board regarding nominees for election
as directors by the shareholders at each Annual Shareholders' Meeting, including
the addition of any new Board members, after appropriate search and
investigation; (iii) making such other recommendations regarding tenure and
classification of directors as the Committee may deem advisable from time to
time; (iv) reviewing public policy issues which affect the image of the
Corporation; and (v) recommending actions to increase the Board's effectiveness.
The Committee shall fix its own rules of procedure and a majority of the members
serving shall constitute a quorum.
Section 5. Other Committees of Board. The Board of Directors, by
resolution duly adopted, may establish such other committees of the Board having
limited authority in the management of the affairs of the Corporation as it may
deem advisable and the members, terms and authority of such committees shall be
as set forth in the resolutions establishing the same.
ARTICLE IV
Officers
Section 1. Election. The officers of the Corporation shall consist of a
Chairman of the Board, a Vice Chairman of the Board, a President, one or more
Vice Presidents (any one or more of whom may be designated as Executive Vice
Presidents or Senior Vice Presidents), a Secretary and a Treasurer. In addition,
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such other officers as are provided in Section 3 of this Article may from time
to time be elected by the Board of Directors. All officers shall hold office
until the next annual meeting of the Board of Directors or until their
successors are elected. The Chairman of the Board, the Vice Chairman of the
Board and the President shall be chosen from among the directors. Any two
officers may be combined in the same person as the Board of Directors may
determine, except that the President and Secretary may not be the same person.
Section 2. Removal of Officers; Vacancies. Any officer of the
Corporation may be removed summarily with or without cause, at any time by a
resolution passed at any meeting by affirmative vote of a majority of the number
of directors fixed by these By-laws. Vacancies may be filled at any meeting of
the Board of Directors or a written consent in lieu thereof.
Section 3. Other Officers. Other officers may from time to time be
elected by the Board, including, without limitation, one or more Assistant
Secretaries and Assistant Treasurers, and one or more Divisional Presidents and
Divisional Vice Presidents (any one or more of whom may be designated as
Divisional Executive Vice Presidents or Divisional Senior Vice Presidents).
Section 4. Duties. The officers of the Corporation shall have such
duties as generally pertain to their offices, respectively, as well as such
powers and duties as are hereinafter provided and as from time to time shall be
conferred by the Board of Directors. The Board of Directors may require any
officer to give such bond for the faithful performance of his duties as the
Board may see fit.
Section 5. Duties of the Chairman of the Board. The Chairman of the
Board shall serve as the Chairman of the Board of Directors and the Chairman of
the Executive Committee. He shall be responsible for the execution of the
policies of the Board of Directors and shall have direct supervision over the
President, subject to the authority of the Board of Directors. The Chairman of
the Board shall preside at all meetings of shareholders, the Board of Directors
and the Executive Committee. In the incapacity or absence of the President, the
Chairman of the Board shall perform the duties and have the authority of the
President. The Chairman of the Board may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts or other instruments, except in
cases where the signing and the execution thereof shall be expressly delegated
by the Board of Directors or by these By-laws to some other officer or agent of
the Corporation or shall be required by law otherwise to be signed or executed.
In addition, he shall perform all duties incident to the office of the Chairman
of the Board and such other duties as from time to time may be assigned to him
by the Board of Directors.
Section 6. Duties of Vice Chairman. In the absence or incapacity of the
Chairman of the Board, the Vice Chairman shall perform the duties of the
Chairman, shall have the same authority, including, but not limited to,
presiding at all meetings of the Board of Directors and the Corporation's
shareholders, and shall serve as a member of all committees of the Board of
which the Chairman of the Board is a member. In addition, the Vice Chairman of
the Board shall perform all duties as from time to time may be assigned to him
by the Board of Directors.
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Section 7. Duties of the President. The President shall be the chief
executive officer of the Corporation, shall have direct supervision over the
business of the Corporation and its several officers, subject to the authority
of the Board of Directors, and shall consult with and report to the Chairman of
the Board. The President may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts or other instruments, except in cases where
the signing and the execution thereof shall be expressly delegated by the Board
of Directors or by these By-laws to some other officer or agent of the
Corporation or shall be required by law otherwise to be signed or executed. In
addition, he shall perform all duties incident to the office of the President
and such other duties as from time to time may be assigned to him by the Board
of Directors or the Chairman of the Board.
Section 8. Duties of the Vice Presidents. Each Vice President of the
Corporation (including any Executive Vice President and Senior Vice President)
shall have powers and duties as may from time to time be assigned to him by the
Board of Directors, the Chairman of the Board or the President. Any Vice
President of the Corporation may sign and execute in the name of the Corporation
deeds, mortgages, bonds, contracts and other instruments, except in cases where
the signing and execution thereof shall be expressly delegated by the Board of
Directors or by these By-laws to some other officer or agent of the Corporation
or shall be required by law otherwise to be signed or executed.
Section 9. Duties of the Treasurer. The Treasurer shall have charge and
custody of and be responsible for all funds and securities of the Corporation,
and shall cause all such funds and securities to be deposited in such banks and
depositories as the Board of Directors from time to time may direct. He shall
maintain adequate accounts and records of all assets, liabilities and
transactions of the Corporation in accordance with generally accepted accounting
practices; shall exhibit his accounts and records to any of the directors of the
Corporation at any time upon request at the office of the Corporation; shall
render such statements of his accounts and records and such other statements to
the Board of Directors and officers as often and in such manner as they shall
require; and shall make and file (or supervise the making and filing of) all tax
returns required by law. He shall in general perform all duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Board of Directors, the Chairman of the Board or the President.
Section 10. Duties of the Secretary. The Secretary shall act as
secretary of all meetings of the Board of Directors, the Executive Committee and
all other Committees of the Board, and the shareholders of the Corporation, and
shall keep the minutes thereof in the proper book or books to be provided for
that purpose. He shall see that all notices required to be given by the
Corporation are duly given and served; shall have custody of the seal of the
Corporation and shall affix the seal or cause it to be affixed to all
certificates for stock of the Corporation and to all documents the execution of
which on behalf of the Corporation under its corporate seal is duly authorized
in accordance with the provisions of these By-laws; shall have custody of all
deeds, leases, contracts and other important corporate documents; shall have
charge of the books, records and papers of the Corporation relating to its
organization and management as a Corporation; shall see that the reports,
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statements and other documents required by law (except tax returns) are properly
filed; and shall, in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors, the Chairman of the Board or the President.
Section 11. Other Duties of Officers. Any officer of the Corporation
shall have, in addition to the duties prescribed herein or by law, such other
duties as from time to time shall be prescribed by the Board of Directors, the
Chairman of the Board or the President.
Section 12. Duties of Divisional Officers. Divisional Presidents and
Divisional Vice Presidents shall be deemed to be officers of the Corporation
whose duties and authority shall relate only to the Division by which they are
employed, and they may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts and other instruments authorized by the Board that
relate only to the business and properties of such Division. Other divisional
officers may be designated from time to time by the Board of Directors and shall
serve at the pleasure of the Board and have such duties as may be assigned by
the Board and such officers shall be officers of the respective divisions but
shall not be deemed to be officers of the Corporation.
ARTICLE V
Capital Stock
Section 1. Certificates. The shares of capital stock of the Corporation
shall be evidenced by certificates in forms prescribed by the Board of Directors
and executed in any manner permitted by law and stating thereon the information
required by law. Transfer agents and/or registrars for one or more classes of
the stock of the Corporation may be appointed by the Board of Directors and may
be required to countersign certificates representing stock of such class or
classes. In the event that any officer whose signature or facsimile thereof
shall have been used on a stock certificate shall for any reason cease to be an
officer of the Corporation and such certificate shall not then have been
delivered by the Corporation, the Board of Directors may nevertheless adopt such
certificate and it may then be issued and delivered as though such person had
not ceased to be an officer of the Corporation.
Section 2. Lost, Destroyed and Mutilated Certificates. Holders of the
stock of the Corporation shall immediately notify the Corporation of any loss,
destruction or mutilation of the certificate therefor, and the Board of
Directors may, in its discretion, cause one or more new certificates for the
same number of shares in the aggregate to be issued to such stockholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.
Section 3. Transfer of Stock. The stock of the Corporation shall be
transferable or assignable only on the books of the Corporation by the holders
in person or by attorney on surrender of the certificate for such shares duly
endorsed and, if sought to be transferred by attorney, accompanied by a written
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power of attorney to have the same transferred on the books of the Corporation.
The Corporation will recognize the exclusive right of the person registered on
its books as the owner of shares to receive dividends and to vote as such owner.
Section 4. Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of the shareholders
or any adjournment thereof, or entitled to receive payment for any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70) days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record date is fixed for
the determination of shareholders entitled to notice of or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section 4 such determination
shall apply to any adjournment thereof.
ARTICLE VI
Miscellaneous Provisions
Section 1. Seal. The seal of the Corporation shall consist of a
flat-face circular die, of which there may be any number of counterparts, on
which there shall be engraved in the center the words "Tredegar Corporation"
Section 2. Fiscal Year. The fiscal year of the Corporation shall end on
December 31st of each year, and shall consist of such accounting periods as may
be recommended by the Treasurer and approved by the Executive Committee.
Section 3. Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders and Board of Directors; and shall keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar a record of its shareholders, giving the names and addresses of all
shareholders, and the number, class and series of the shares being held.
Any person who shall have been a shareholder of record for at least six
months immediately preceding his demand or who shall be the holder of record of
at least five percent (5%) of all the outstanding shares of the Corporation,
upon written demand stating the purpose thereof, shall have the right to
examine, in person, or by agent or attorney at any reasonable time or times, for
any proper purpose, its books and records of account, minutes and records of
shareholders and to make extracts therefrom. Upon the written request of a
shareholder, the Corporation shall mail to such shareholder its most recent
published financial statements showing in reasonable detail its assets and
liabilities and the results of its operations.
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The Board of Directors shall, subject to the provisions of the
foregoing paragraph of this Section 3, to the provisions of Section 7 of Article
I and to the laws of the State of Virginia, have the power to determine from
time to time whether and to what extent and under what conditions and
limitations the accounts, records and books of the Corporation, or any of them,
shall be open to the inspection of the shareholders.
Section 4. Checks, Notes and Drafts. Checks, notes, drafts and other
orders for the payment of money shall be signed by such persons as the Board of
Directors from time to time may authorize. When the Board of Directors so
authorizes, however, the signature of any such person may be a facsimile.
Section 5. Amendment of By-Laws. These By-laws may be amended or
altered at any meeting of the Board of Directors by affirmative vote of a
majority of the number of directors fixed by these By-laws. The shareholders
entitled to vote in respect of the election of directors, however, shall have
the power to rescind, alter, amend or repeal any By-laws and to enact By-laws
which, if expressly so provided, may not be amended, altered or repealed by the
Board of Directors.
Section 6. Voting of Stock Held. Unless otherwise provided by
resolution of the Board of Directors or of the Executive Committee, the Chairman
of the Board, the President or any Executive Vice President shall from time to
time appoint an attorney or attorneys or agent or agents of this Corporation, in
the name and on behalf of this Corporation, to cast the vote which this
Corporation may be entitled to cast as a shareholder or otherwise in any other
corporation, any of whose stock or securities may be held in this Corporation,
at meetings of the holders of the stock or other securities of such other
corporation, or to consent in writing to any action by any of such other
corporation, and shall instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent and may execute or cause to
be executed on behalf of this Corporation and under its corporate seal or
otherwise, such written proxies, consents, waivers or other instruments as may
be necessary or proper in the premises; or, in lieu of such appointment, the
Chairman of the Board, the President, any Executive Vice President or any
officer or officers designated by the Board of Directors or the Executive
Committee may attend in person any meetings of the holders of stock or other
securities of any such other corporation and there vote or exercise any or all
power of this Corporation as the holder of such stock or other securities of
such other corporation.
Section 7. Restriction on Transfer. To the extent that any provision of
the Rights Agreement between the Corporation and American Stock Transfer & Trust
Company, dated as of June 30, 1999, is deemed to constitute a restriction on the
transfer of any securities of the Corporation, including, without limitation,
the Rights, as defined therein, such restriction is hereby authorized by the
By-laws of the Corporation.
Section 8. Control Share Acquisition Statute. Article 14.1 of the
Virginia Stock Corporation Act ("Control Share Acquisitions") shall not apply
to acquisitions of shares of stock of the Corporation.
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