BY-LAWS
-of
PHILIPP BROTHERS CHEMICALS. INC.
ARTICLE I.
Location of Corporation
The principal office of this corporation shall be in the Borough of
Manhattan, City, County and State of New York. This corporation may also have
offices at such other places as the board of directors may from time to time
appoint or the business of this corporation may require.
ARTICLE II.
Stockholders' Meetings.
Section 1. ANNUAL MEETING. The annual meeting of the stockholders of this
corporation, entitled to vote thereat, for the election of directors, and for
the transaction of such other business as may come before it, shall be held at
the principal office of the corporation in the City of New York, State of New
York, or at such other place as may be designated from time to time, on the
fourth Tuesday in June of each year, at two o'clock in the afternoon, or in the
event that the same shall fall upon a legal holiday, then upon the next
succeeding business day.
Section 2. NOTICE OF ANNUAL MEETING. Notice of any annual meeting of
stockholders of this corporation shall be given by the secretary to each
stockholder of record entitled to vote thereat, and to each stockholder of
record, who, by reason of any action proposed at such meeting, would be entitled
to have his stock appraised, if such action were taken, by mailing at least ten
(10) days before such meeting, a notice thereof addressed to each such
stockholder of record of this corporation at his or her last known post-office
address.
Section 3. SPECIAL MEETING. A special meeting of the stockholders of this
corporation may be called at any time by the President, and shall be called by
the President or the Secretary at any time upon the written request of the
stockholders holding at least fifty (50%) percent of the stock of this
corporation then issued and outstanding, which shall be entitled to vote
thereat, or upon the written request of a majority of the board of directors;
and such meeting may be held at any time and place specified in such request.
Section 4. NOTICE OF SPECIAL MEETING. The Secretary of this corporation
shall mail, at least three (3) days before such special meeting, a notice
thereof, addressed to each stockholder of record of this corporation, who shall,
be entitled to vote thereat, or who, by reason of any action proposed at such
special meeting, would be entitled to have his stock appraised, if such action
were taken, at his or her last known post-office address,
which notice shall state the time and place of such meeting and
its object.
Section 5. WAIVER OF NOTICE. Any stockholder, entitled to such notice
pursuant to these by-laws, may waive notice either of the annual or any special
meeting of stockholders, and if such notice be waived by all the stockholders of
record entitled thereto ( except such as have received the notice required by
these by-laws), such meeting may then be held without further notice, at the
tine and place mentioned in such waiver.
Section 6. QUORUM. Except as otherwise provided by law, at all meetings of
stockholders a majority of the issued and outstanding capital stock of this
corporation entitled to vote thereat shall be requisite to constitute a quorum,
except that if at any meeting less than a quorum of the stockholders be present
or represented, those present or represented thereat may adjourn the meeting
from time to time, without notice other then announcement at the meeting, until
such time as a quorum can be had.
Section 7. VOTING. The voting powers of the capital stock of this
corporation shall be as prescribed in the certificate of incorporation thereof,
or other certificate filed pursuant to law. Each holder of the capital stock of
this corporation who shall be entitled to vote the same pursuant to such
certificate of incorporation or such other certificate filed pursuant to law,
shall be entitled to one vote, in person or by proxy, for each share of such
stock standing in his or her name on the books of
this corporation.
Section 8. INSPECTORS OF ELECTION. At all meetings of stockholders, at
which an election of directors shall be held, the chairman of the meeting shall
appoint two (2) inspectors of election who shall, before entering on the
discharge of their duties, be sworn faithfully to execute the duties of
inspectors with strict impartiality and according to the best of their abil ity,
and who shall make a written certificate of the result of the election.
ARTICLE III.
Directors.
Section 1. NUMBER, QUALIFICATION AND ELECTION. The property, business and
affairs of the corporation shall be managed by a board of not less than three
nor more than seven directors, as the stockholders entitled to vote thereat may
determine at any annual meeting or at any special meeting called for such
purpose. Directors need not be stockholders. Directors shall be elected at the
annual meeting of the stockholders and each director shall be elected to serve
for one year and until his successor shall be elected and shall qualify. In the
event of any increase in the
number of directors, the stockholders entitled to vote thereat may elect
additional directors at any special meeting called for such purpose, by the same
vote as that required to elect directors at any annual meeting, such additional
directors to serve until the next annual meeting of the stockholders and until
their successors shall be elected and shall qualify.
Section 2. REMOVAL AND VACANCIES. Any director may be removed by the
stockholders, with or without cause, at any special meeting called for such
purpose, by the vote of the holders of a majority of the outstanding stock
entitled to vote, present or represented thereat. In the event of any vacancy in
the Board of Directors, caused by death, resignation, retirement, or removal,
the stockholders may elect a successor director to fill such vacancy at any
special meeting called for such purpose, by the same vote as that required to
elect a director at any annual meeting, such successor director to serve until
the next annual meeting of the stockholders and until his successor shall be
elected and shall qualify.
Section 3. REGULAR MEETINGS. Regular meetings of the board of directors may
be held at such time and place as shall from time to time be determined by the
board of directors. It shall be the duty of the Secretary to mail a notice to
each of the directors at his last known post-office address as the same appears
upon the books of the corporation, at least five days before the holding of each
regular meeting, but a failure of the Secretary to do so shall not invalidate
any proceedings of said board. Regular meetings of the board of directors may be
held within or without the State of New York.
Section 4. SPECIAL MEETINGS.
Special meetings of the board of directors may be called at any time by the
President or by any two members of the board of directors. There shall be at
least two days' notice to each director, either personally or by mail or by
wire, of the holding of any special meeting of the board of directors. Special
meetings of the board of directors
may be held within or without the State of New York.
Section 5. WAIVER OF NOTICE. Notice of any special or regular meeting may
be waived by a writing signed by any of the directors not notified as above
provided, and such meetings may then be held at the time and place mentioned in
such waivers.
Section 6. QUORUM. Pursuant to the provisions of Section 27 of the General
Corporation Law, a majority of the directors of this corporation shall
constitute a quorum for the transaction of business.
Section 7. TIME AND PLACE OF MEETINGS. Meetings of the board of directors
may be held at the principal office of the corporation in the City of New York,
State of New York, or at such other place or places as said board may designate.
Section 8. POWERS OF DIRECTORS. The board of directors shall have the
management of the business of the corporation, and in addition to the powers and
authorities by these by-laws expressly conferred upon them, they may exercise
all such powers and do all such acts and things as may be exercised or done by
the corporation, but subject nevertheless to the
exercised or done by the corporation, but subject nevertheless to the provisions
of the statutes, of the Certificate of Incorpor ation and of these by-laws.
Without prejudice to the general powers conferred by these by-laws, it is hereby
expressly declared that the board of directors shall have the following powers,
that is to say:
To purchase or otherwise acquire for the corporation any property, rights
or privileges which the corporation is authorized to acquire, at such prices and
on such terms and conditions and for such consideration as they shall deem
proper.
At their discretion, to pay for any property or rights acquired by the
corporation, either wholly or partly in money or in stocks, bonds, debentures,
or other securities of the corporation.
To appoint, and at their discretion to remove or sus pend, such officers of
the corporation and assistants, or other wise, as they may from time to time
deem necessary for the in terests of the corporation; and to determine their
duties, and fix, and from time to time change, their salaries or emoluments, and
to require security in such instances and in such amounts as they shall see fit.
To confer, by resolution, upon any officer of the cor-
poration, the right to choose, remove or suspend, subordinate officers, agents
or factors.
To appoint any incorporated company, person or persons, to accept and hold
in trust for the corporation any property belonging to the corporation, or in
which it is interested, or for any other purpose, and to execute and perform all
such duties and things as may be requisite in relation to any such trust.
To determine who shall be authorized to sign, on behalf of the corporation,
bills, notes, receipts, acceptances, endorsements, checks, releases, contracts
and documents, except as otherwise provided in these by-laws.
To authorize the seal of this corporation to be affixed to all papers which
may require it.
From time to time to provide for the management of the affairs of the
corporation, at home or abroad, in such manner as they shall decide; and in
particular, from time to time, to delegate any of the powers of the board of
directors to a committee, officer or agent, to act when the board is not in
session, and to appoint any incorporated company, person or persons to be the
agent or agents of this corporation, with such powers (including the power to
sub--delegate), and upon such terms as shall be deemed advantageous and so far
as may be lawful.
ARTICLE IV.
Officers.
Section 1. ELECTION. Immediately after the annual election of the
directors, if a majority of the persons so elected be then present in person, or
if not then, at the first meeting of the board of directors thereafter, the
directors shall choose a president, who shall be a director, and one or more
vice-presidents, a secretary, a treasurer and one or more assistant secretaries
and assistant treasurers, who need not be directors or stockholders, all of said
officers to hold office until the first meeting of the board following the next
annual meeting of the stockholders and until their respective successors are
elected and shall qualify.
Section 2. APPOINTMENT, SUSPENSION AND REMOVAL. The officers of the
corporation shall consist of those above named and such other officers, agents,
or factors as may from time to time be necessary in the conduct of the business
of the corpor ation. Such other officers, agents or factors may be appointed by
the president with the approval of the board of directors. All officers of the
corporation may be removed or suspended at any time by a majority vote of the
board of directors, with or without cause. Officers and agents appointed by the
president may
be removed by him at any time.
Section 3. POWERS AND DUTIES OF THE PRESIDENT. It shall be the duty of the
president to preside at stockholders' meetings and at all meetings of the board
of directors, and to execute all contracts and agreements which are authorized
by the board of directors. He may sign bonds and certificates of stock. He shall
submit a report of the operations of this corporation for each preceding year to
the directors at their last regular meeting, or at a special meeting called for
that purpose before the annual meeting of stockholders, and to the stockholders
at their annual meeting, and from time to time he shall report to the directors
all matters within his knowledge which the interests of this corporation may
require to be brought to their notice.
Section 4. POWERS AND DUTIES OF THE VICE-PRESIDKNT. The vice-president of
this corporation shall, upon the death, resignation or inability to act of the
president, assume pro tempore the discharge of the duties of the president of
this corporation until a new president shall have been duly elected. In the
absence of or in the event of the death, disability or resignation of the
president, he shall perform such duties in connection with the management of the
corporation as may, pur suant to law, be delegated to be performed by the
president.
Section 5. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall be ex
officio secretary of the board of direc-
tors. He shall keep the minutes of all meetings of the board of directors and
stockholders. He shall keep in safe custody the seal of this corporation, and
when authorized by the board, shall affix the seal to any instrument requiring
the same. The certificates of stock shall be signed by him. (or by the
treasurer) in addition to bearing the signature of the president
or the vice-president. He shall keep accounts of stock registered and
transferred, in such form and manner and under such regulations as the board of
directors may prescribe. He shall give and serve all notices of this
corporation. He shall attend to such correspondence as may be assigned to him,
and in general he shall do and perform all the duties incident to his office.
Section 6. POWERS AND DUTIES OF THE TREASURER. The treasurer shall keep
full and accurate accounts of receipts and disbursements in books belonging to
this corporation, and he shall deposit all moneys and other valuable effects in
the name of and to the credit of this corporation in such depositaries as may be
designated by the board of directors. He shall have the authority to endorse, on
behalf of this corporation, for the purpose only of transfer to the depositary,
bank or trust company, to be deposited therein, all checks, drafts, notes,
warrants and orders. The certificates of stock shall be signed by him (or by the
secretary) in addition to bearing the signature of the president or the
vice-president. At each annual meeting of the stockholders he shall present a
full statement of the financial affairs of this corporation. He shall, at the
meeting of the directors next preceding the annual meeting of the stockholders,
and at all other meetings at which he may be requested to do, make a like report
to the board of directors for the year preceding; and whenever required by the
board of directors, he shall report on all moneys received and disposed of
by him, and on the amount of money in his hands, and he shall make such other
statements and reports as are required by law. In general, he shall perform all
the duties incident to his office and such as may be required of him by the
board of directors. If required by the board of directors, he shall give this
corporation a bond in a sum and with sureties satisfactory to the board of
directors, for the faithful performance of the duties of his office and for the
restoration to this corporation, in case of his death, resignation or removal
from office, of all books, papers, vouchers, moneys or other property of
whatever kind in his possession, belonging to the corporation.
Section 7. VACANCIES If any vacancy occurs among the officers of this
corporation, such vacancy may be filled for the remainder of the term by the
board of directors, at a special meeting of the board of directors, such
substitute officer to hold office until his successor shall be duly elected and
shall qualify.
Section 8. STATEMENTS OF OFFICERS. It shall be the duty of each officer of
this corporation to make and file any and all returns, reports, lists or
statements required by law, either State or Federal.
It shall also be the duty of each officer of this
corporation to make full report to the board of directors respecting the affairs
of the corporation in his charge at any time he is required so to do.
ARTICLE V.
Shares of Stock
Section 1. ISSUE AND REGISTRATION. Certificates of stock shall be signed by
the president or vice-president, and the secretary or treasurer, and shall be
numbered and registered in the order in which they are issued. They shall be
bound in a book and shall be issued in consecutive order therefrom; and in the
margin of this book shall be entered the names of the persons owning the shares
therein respectively represented, the number of shares and the dates thereof.
All certificates exchanged or returned to the corporation shall be marked
"Cancelled", with the date of cancellation, and each cancelled certificate shall
be preserved and attached to the stub from which the same was taken. No new
certificates shall be issued until the old certificate has been cancelled,
provided, however, that in the case any certificate shall be lost the directors
may order a new certificate to be issued in its place upon receiving such proof
of loss and such security therefor as may be satisfactory to them.
Section 2. TRANSFERS. Transfer of shares shall be made upon the books of
the corporation by the holder in person or by attorney duly authorized, and upon
the surrender of the cer tificate or certificates properly endorsed, but no
transfers of stock upon the books of the corporation shall be made within ten
days preceding the day appointed for paying a dividend.
Section 3. RECORD HOLDERS. This corporation shall be entitled to treat the
holder of record of any share or shares of its capital stock as the holder in
fact thereof and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly provided by
the laws of the State of New York.
Section 4. CLOSING OF TRANSER BOOKS OR FIXING OF RECORD DATE. The board of
directors may prescribe a period, not exceeding forty (40) days prior to any
meeting of the stockholders of this corporation, during which no transfer of
stock on the books of this corporation may be made; or, in lieu of prohibiting
the transfer of stock, may fix a date and hour, not more than forty (40) days
prior to the holding of any meeting of stockholders, as the time as of which
stockholders entitled to notice of and to vote at any such meeting shall be
determined; and all persons who are holders of record at such time, and no
others, shall be entitled to notice and to vote at such meeting. The board of
directors may also fix a day and hour, not exceeding forty (40) days preceding
the date fixed for the payment of any dividend or the delivery of evidence of
rights, as a record time for the determination of the stockholders entitled to
receive any such dividends or rights, or the board of directors may, at its
option, prescribe a period, not exceeding forty (40) days prior
to the payment of such dividend or delivery of evidence of rights, during which
no transfer of stock on the books of this corporation may be made.
ARTICLE VI.
Contracts and Agreements; Banks,
Depositaries, Checks, Drafts, etc.
Section 1. CONTRACTS, etc. No agreement, contract or obligation involving
the payment of money, or the credit or liability of this corporation shell be
binding upon this corporation until approved by the board of directors.
Section 2. CONTRACTS, HOW EXECUTE. The board of directors may authorize any
officer or officers, agent or agents, to execute any contract or other
instrument on behalf of this corporation, and such authority may be general or
confined to specific instances; but except as herein provided and unless
otherwise provided by the board of directors, no officer, agent or employee,
except the president, secretary or treasurer, shall have any power or authority
to bind this corporation by any contract or engagement, or to pledge its credit
or to render it liable, pecuniarily, for any purpose or for any amount.
Section 3. DEPOSITS, CHECKS, DRAFTS, etc. All checks and drafts or funds of
this corporation shall be deposited from time to time to the credit of this
corporation in such banks or trust companies, or with such banks or other
depositaries as the board of directors may from time to time
designate. All checks shall be drawn out of the regular check books of this
corporation and upon the stubs of such checks and each such stub, the purpose
and amount for which the same is drawn shall be specified. All checks, notes,
drafts, bills of exchange, acceptances or other order for the payment of money
or other evidences of the indebtedness of this corporation, shall be signed as
the board of directors shall designate from time to time.
ARTICLE VII.
Notice and Waiver Thereof.
Whenever, under the provisions of these by-laws, notice is required to be
given to any director, officer or stockholder, it shall not be construed to be
limited to personal notice, but such notice may be given in writing by
depositing the same in the post-office or letter box in a postpaid, sealed
wrapper, addressed to such director, officer or stockholder at his or her
address, as the same appears on the books of the corporation, and the time when
the same shall be thus mailed shall be deemed to be the time of the giving of
such notice. Any stockholder, director or other person may waive any notice
required by these by-laws to be given to him.
ARTICLE VIII.
Seal.
The common corporate seal of this corporation is, and, until otherwise
ordered by the board of directors, shall be, an impression upon paper or wax,
bearing the words:
ARTICLE IX.
Amendment of these By-Laws.
These by-laws may be amended from time to time by the stockholders at any
annual or special meeting, by the affirmative vote of the holders of a majority
of the outstanding stock entitled to vote, present or represented thereat,
provided that the substance of the proposed amendment shall be stated in the
notice of such meeting.
These by-laws may be amended from time to time by the Board of Directors,
at any regular or special meeting, by the affirmative vote of a majority of the
whole board, provided that the substance of the proposed amendment shall be
stated in the notice of such meeting and provided further that such amendments
shall not regulate or affect the election of directors or officers and shall not
be inconsistent with the by-laws passed by the stockholders. The directors may
repeal by-laws passed by them, but may not repeal by-laws passed by the
stockholders.