EXHIBIT 3.20
BY-LAWS
OF
PHIBROCHEM, INC.
ARTICLE I
OFFICES
1.1. Registered Office and Agent. -- The registered office of the
Corporation shall be located in Fort Lee, New Jersey.
1.2. Other Places of Business. -- Branch or subordinate places of business
or offices may be established at any time by the Board of Directors (the
"Board") at any place or places where the Corporation is qualified to do
business or where qualification is not required.
ARTICLE II
SHAREHOLDERS
2.1. Certificates Representing Shares. -- Certificates representing shares
shall set forth thereon the statements prescribed by Section 14A:7-11 and, where
applicable, by Sections 14A:5-21 and 14A:12-5, of the New Jersey Business
Corporation Act and by any other applicable provision of law and shall be signed
by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the
President or a Vice-President and may be counter-signed by the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer and may be sealed
with the corporate seal or a facsimile thereof. Any or all other signatures upon
a certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar, at the date of its issue.
A card which is punched, magnetically coded, or otherwise treated so as to
facilitate machine or automatic processing, may be used as a share certificate
if it otherwise complies with the provisions of Section 14A:7-11 of the New
Jersey Business Corporation Act.
The Corporation may issue a new certificate for shares in place of any
certificate theretofore issued by it, alleged to have been lost or destroyed,
and the Board may require the owner of any lost or destroyed certificate, or his
legal representative, to give the Corporation a bond sufficient to indemnify the
Corporation against any claim that may be made against it on account of the
alleged loss or destruction of any such certificate or the issuance of any such
new certificate.
2.2. Fractional Share Interests. -- Unless otherwise provided in its
Certificate of Incorporation, the Corporation may, but shall not be obliged to,
issue factions of a share and certificates therefor. By action of the Board, the
Corporation may, in lieu of issuing fractional shares, pay cash equal to the
value of such fractional share or issue scrip in registered or bearer form which
shall entitle the holder to receive a certificate for a full share upon the
surrender of such scrip aggregating a full share. A certificate for a fractional
share shall entitle the holder to exercise voting rights, to receive dividends
thereon, and to participate in any distribution of assets of the Corporation in
the event of liquidation, but scrip shall not entitle the holder to exercise
such voting rights, receive dividends or participate in any such distribution of
assets unless such scrip shall so provide. All scrip shall be issued subject
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to the condition that it shall become void if not exchanged for certificates
representing full shares before a specified date.
2.3. Share Transfers. -- Upon compliance with provisions restricting the
transferability of shares, if any, transfers of shares of the Corporation shall
be made only on the share record of the Corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation or with a transfer
agent or a registrar, if any, and on surrender of the certificate or
certificates for such shares properly endorsed and the payment of all taxes due
thereon, if any.
2.4. Record Date for Shareholders. -- The Board may fix, in advance, a date
as the record date for determining the shareholders with regard to any corporate
action or event and, in particular, for determining the shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof;
to give a written consent to any action without a meeting; or to receive payment
of any dividend or allotment of any right. Any such record date shall in no case
be more than sixty days prior to the shareholders' meeting or other corporate
action or event to which it relates. Any such record date for a shareholders'
meeting shall not be than ten days before the date of the meeting. Any such
record date to determine shareholders entitled to give a written consent shall
not be more than sixty days before the date fixed for tabulation of the consents
or, if no date has been fixed for tabulation, more than sixty days before the
last day on which consents received may be counted. If no such record date is
fixed, the record date for a shareholders' meeting shall be the close of
business on the day next preceding the day on which notice is given, or, if
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no notice is given, the day next preceding the day on which the meeting is held;
and the record date for determining shareholders for any other purpose shall be
at the close of business on the day on which the resolution of the Board
relating thereto is adopted. When a determination of shareholders of record for
a shareholders' meeting has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the Board fixes a
new record date under this section for the adjourned meeting.
2.5. Meaning of Certain Terms. -- As used herein in respect of the right to
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the Corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the Certificate of Incorporation confers such rights
where there are two or more classes or series of shares or upon which or upon
whom the New Jersey Business Corporation Act confers such rights notwithstanding
that the Certificate of Incorporation may provide for more than one class or
series of shares, one or more of which are limited or denied such rights
thereunder.
2.6. Annual Meeting. -- The annual meeting of shareholders shall be held
upon not less than ten nor more than sixty days written notice of the time,
place and purposes of the meeting. The meeting shall be held at the time and at
the place within or without the State of New Jersey as determined by the Board.
At the meeting, the shareholders shall elect
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directors and transact any other business that properly comes before the
meeting.
2.7. Special Meetings. -- A special meeting of shareholders may be called
for any purpose by the President or the Board. The meeting shall be held at the
time and at the place within or without the State of New Jersey as determined by
the President or the Board. A special meeting shall be held upon not less than
ten nor more than sixty days written notice of the time, place, and purposes of
the meeting.
2.8. Action Without Meeting. -- The shareholders may act without a meeting
by written consent or consents pursuant to Section l4A:5-6 of the New Jersey
Business Corporation Act. The written consent or consents shall be filed in the
minute book.
2.9. Quorum. -- Except for meetings ordered by the Superior Court to be
called and held pursuant to Sections 14A:5-2 and 14A:5-3 of the New Jersey
Business Corporation Act, the presence at a meeting in person or by proxy of the
holders of shares entitled to cast a majority of the votes of all shares
entitled to vote shall constitute a quorum.
2.10. Voting. -- Each share shall entitle the holder thereof to one vote.
In the election of directors, a plurality of the votes cast shall elect, and no
election need be by ballot unless a shareholder demands the same before the
voting begins. Any other action shall be authorized by a majority of the votes
cast except where the New Jersey Business Corporation Act prescribes a different
proportion of votes.
2.11. Presiding Officer. -- The President shall preside at all shareholder
meetings unless the Board designates another person to preside.
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ARTICLE III
BOARD OF DIRECTORS
3.1. Number and Term of Office. -- A director need not be a shareholder, a
citizen of the United States or a resident of the State of New Jersey. The Board
shall consist of not less than two nor more than eleven members. Directors shall
be elected by the shareholders at each annual meeting and shall hold office
until the next annual meeting of shareholders and until their successors shall
have been elected and qualified.
3.2. Regular Meetings. -- A regular meeting of the Board shall be held
without notice immediately following and at the same place as the annual
shareholders' meeting for the purpose of electing officers and conducting any
other business that may come before the meeting. The Board may decide to have
additional regular meetings that may be held without notice.
3.3. Special Meetings. -- A special meeting of the Board may be called for
any purpose at any time by the President or by two directors. The meeting shall
be held upon not less than two days notice if given by telegram, orally (either
by telephone or in person), or by facsimile transmission, upon not less than
three days notice if given by overnight courier delivery service, or upon not
less than five days notice if given by depositing the notice in the United
States mails, first class postage prepaid. The notice shall be deemed given at
the time it is given orally, the facsimile transmission is originated (and there
is no reason to believe it was not received), it is delivered to the overnight
courier service, or it is deposited in the United States mails. The notice shall
specify the time and place, and may, but need not, specify the purposes, of the
meeting.
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3.4. Action Without Meeting. -- The Board may act without a meeting if,
prior or subsequent to the action, each member of the Board consents in writing
to the action. The written consent or consents shall be filed in the minute
book.
3.5. Use of Communications Equipment. -- Any director may participate in a
meeting of the Board by means of conference telephone or any other means of
communication by which all persons participating in the meeting are able to hear
each other.
3.6. Quorum. -- The presence at a meeting of persons entitled to cast a
majority of the votes of the entire Board shall constitute a quorum for the
transaction of business.
3.7. Votes Required. -- Any action approved by a majority of the votes of
the entire Board shall be the act of the Board except approval of the following,
which shall require the affirmative vote of three- quarters of the votes of the
entire Board:
(a) any change in the compensation, title, status, or duties of any
employee who is also a shareholder; or
(b) the issuance of shares of the capital stock of the Corporation; or
(c) an increase or decrease in the number of directors of the
Corporation; or
(d) any amendment to this paragraph 3.7 of the By-Laws.
3.8. Vacancies in Board of Directors. -- Any vacancy in the Board,
including a vacancy caused by an increase in the number of directors, may be
filled by a majority of the votes of the remaining directors, even though less
than a quorum of the Board, or by a sole remaining director.
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3.9. Committees. -- The Board of Directors, by resolution adopted by a
majority of the entire Board, may appoint from among its members one or more
directors to constitute an Executive Committee and one or more other committees,
each of which, to the extent provided in the resolution appointing it, shall
have and may exercise all of the authority of the Board with the exception of
any authority the delegation of which is prohibited by Section 14A:6-9 of the
New Jersey Business Corporation Act. Actions taken at a meeting of any such
committee shall be reported to the Board at its next meeting following such
committee meting; except that, when the meeting of the Board is held within two
days after the committee meeting, such report shall, if not made at the first
meeting, be made to the Board at its second meeting following such committee
meeting. Each director of a committee shall have one vote at meetings of that
committee. The participation of directors with the majority of the votes of a
committee shall constitute a quorum of that committee for the transaction of
business. Any action approved by a majority of the votes of directors of a
committee present at a meeting of that committee at which quorum is present
shall be the act of the committee unless the New Jersey Business Corporation Act
requires a greater proportion.
ARTICLE IV
WAIVERS OF NOTICE
Any notice required by these By-Laws, by the Certificate of Incorporation,
or by the New Jersey Business Corporation Act may be waived in writing by any
person entitled to notice. The waiver, or waivers, may be executed either before
or after the event with respect to which the notice is
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waived. Each director or shareholder attending a meeting without protesting,
prior to its conclusion, the lack of proper notice shall be deemed conclusively
to have waived notice of the meeting.
ARTICLE V
OFFICERS
5.1. Election. -- At its regular meeting following the annual meeting of
shareholders, the Board shall elect a President, a Treasurer, a Secretary, and
it may elect any other officers, including one or more Vice Presidents, as it
shall deem necessary. One person may hold two or more offices. Each officer
shall serve at the pleasure of the Board and shall be subject to removal at any
time, with or without cause.
5.2. Duties and Authority of President. -- The President shall be chief
executive officer of the Corporation. Subject only to the authority of the
Board, the President shall have general charge and supervision over, and
responsibility for, the business and affairs of the Corporation. Unless
otherwise directed by the Board, all other officers shall be subject to the
authority and supervision of the President. The President may enter into and
execute in the name of the Corporation contracts or other instruments in the
regular course of business or contracts or other instruments not in the regular
course of business which are authorized, either generally or specifically, by
the Board. The President shall have the general powers and duties of management
usually vested in the office of President of a business corporation.
5.3. Duties and Authority of Vice Presidents. -- Each Vice President shall
perform the duties and have the authority that may be delegated to him or her
from time to time by the President or by the Board.
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In the absence of the President, or in the event of the President's death,
inability, or refusal to act (unless the Board determines otherwise) the Vice
President designated as successor for these purposes by the Board or, if there
is none, the most senior Vice President, shall perform the duties and be vested
with the authority of the President.
5.4. Duties and Authority of Treasurer. -- The Treasurer shall have custody
of the funds and securities of the Corporation and shall keep or cause to be
kept regular books of account for the Corporation. The Treasurer shall perform
such other duties and possess such other powers as are incident to the office of
Treasurer or as shall be assigned to him or her by the President or the Board.
5.5. Duties and Authority of Secretary. -- The Secretary shall cause
notices of all meetings to be served as prescribed in these By-Laws and shall
keep or cause to be kept the minutes of all meetings and written consents of the
shareholders and the Board. The Secretary shall perform such other duties and
possess such other powers as are incident to the office of Secretary or as shall
be assigned to him or her by the President or the Board.
ARTICLE VI
AMENDMENTS TO AND EFFECT OF BY-LAWS
6.1. Force and Effect of By-Laws. -- These By-Laws are subject to the
provisions of the New Jersey Business Corporation Act and the Corporation's
Certificate of Incorporation, as each may be amended from time to time. If any
provision in these By-Laws is inconsistent with a
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provision in that Act or the Certificate of Incorporation, the provision of that
Act or the Certificate of Incorporation shall govern.
6.2. Amendments to By-Laws. -- These By-Laws may be altered, amended, or
repealed by the shareholders or the Board. Any by-law adopted or amended by the
shareholders may be amended or repealed by the Board, unless the resolution of
the shareholders adopting the by-law expressly reserves to the shareholders the
right to amend or repeal it.
ARTICLE VII
INDEMNIFICATION
7.1 Limitation of Certain Liability of Directors. -- To the fullest extent
permitted by the New Jersey Business Corporation Law as the same exists or may
hereafter be amended, a director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as director.
7.2 Indemnification and Insurance. -- (a) 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 Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation 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
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by the corporation to the fullest extent authorized by the New Jersey Business
Corporation Act, 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
Corporation to provide broader indemnification rights than said law permitted
the corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA 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
paragraph (b) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board. The right to indemnification conferred in this Section 7.2 shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that if the New Jersey Business Corporation Act
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer, including
without limitation service to an employee benefit plan) in advance of the final
disposition of a proceeding shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that
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such director or officer is not entitled to be indemnified under this Section
7.2 or otherwise. The Corporation may, by action of its Board, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.
(b) If a claim under paragraph (a) of this Section 7.2 is not paid in full
by the Corporation within ninety days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation 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 Corporation) that the claimant has
not met the standards of conduct which make it permissible under the New Jersey
Business Corporation Act for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board,
independent legal counsel, or its stockholders) to have made 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 New Jersey Business Corporation Act, nor an actual
determination by the Corporation (including its Board's independent 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 met the applicable standard of conduct.
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7.3 Non-Exclusivity of Rights. -- The right to indemnification and the
payment of expenses conferred in this Article shall not be deemed exclusive of
any other right to which any person seeking indemnification or payment of
expenses may be entitled under any statute, provision of the Certificate of
Incorporation, by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
7.4 Indemnification. -- The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the New Jersey Business Corporation Act.
7.5 Amendment. -- Any future amendment or change in the indemnification and
other rights provided for in this Article which has the effect of diminishing
such indemnification or rights shall take effect prospectively only and shall
not alter, restrict or diminish in any way the rights granted in this Article
with respect to any act or occurrence as to which indemnification any other
right under this Article is sought which takes place prior to the effective date
of such amendment or change.
ARTICLE VIII
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CONTRACTS, LOANS, CHECKS, NOTES, DRAFTS, ETC.
Contracts, checks, notes, drafts, acceptances, bills of exchange and other
instruments, orders or obligations for the payment of money shall be signed by
the President or by such officer or officers or person or persons as the Board
or the President shall from time to time determine.
ARTICLE IX
REGISTERED OFFICE, BOOK AND RECORD
The address of the initial registered office of the Corporation in the
State of New Jersey, and the name of the initial registered agent at said
address, are set forth in the original Certificate of Incorporation of the
Corporation.
The Corporation shall keep books and records of account and minutes of the
proceedings of its shareholders, Board, and the Executive Committee and other
committee or committees, if any. Such books, records and minutes may be kept
within or outside the State of New Jersey. The Corporation shall keep at its
principal office, or at the office of its transfer agent, its registered office,
a record or records containing the names and addresses of all shareholders, the
number, class, and series of shares held by each of the dates when they
respectively became the owners of record thereof. Any of the foregoing books,
minutes, or records may be in written form or in any other form capable of being
converted into readable form within a reasonable time.
ARTICLE X
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CORPORATE SEAL
The corporate seal shall be in such form as the Board shall prescribe.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject to
change, by the Board.
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