EXHIBIT 3.2
CONFIDENTIAL
PROPRIETARY INFORMATION OF
TEXAS OLEFINS COMPANY AND/OR
TEXAS PETROCHEMICALS CORPORATION
BY-LAWS
OF
TEXAS PETROCHEMICALS CORPORATION
ARTICLE I -- OFFICES
1.1 REGISTERED OFFICE AND AGENT
The registered office of the corporation shall be maintained at 8811 Gaylord,
Suite 100, Houston, Texas 77024 in the State of Texas. The registered office or
the registered agent, or both, may be changed by resolution of the board of
directors, upon filing the statement required by law.
1.2 PRINCIPAL OFFICE
The principal office of the Corporation shall be located at 8811 Gaylord, Suite
100, Houston, Texas 77024.
1.3 OTHER OFFICES
The Corporation may also have offices at such other places both within and
without the State of Texas as the Board of Directors may from time to time
determine or the business of the Corporation may require.
ARTICLE II -- MEETINGS OF SHAREHOLDERS
2.1 ANNUAL MEETING
The annual meeting of shareholders for the election of Directors and such other
business as may properly be brought before the meeting shall be held at such
place within or without the State of Texas and at such date and time as shall be
designated by the Board of Directors and stated in the notice of the meeting or
in a duly executed waiver of notice thereof.
2.2 FAILURE TO HOLD ANNUAL MEETING
Failure to hold any annual meeting shall not work a dissolution of the
Corporation. If the annual meeting is not held within any thirteen (13) month
period, any court of competent jurisdiction in the county in which the principal
office of the Corporation is located may, on the application of any shareholder,
summarily order a meeting to be held.
2.3 SPECIAL MEETINGS
Special meetings of the shareholders for any purpose or purposes may be called
by the President and shall be called by the President or Secretary at the
request in writing of a majority of the Board of Directors, or at the request in
writing of shareholders owning not less than ten (10%) percent of all the shares
entitled to vote at the meetings. A request for a special meeting shall state
the purpose or purposes of the proposed meeting, and business transacted at any
special meeting of shareholders shall be limited to the purposes stated in the
notice.
2.4 NOTICE AND WAIVERS OF NOTICE
(a) Written notice stating the place, day and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten (10) nor more than fifty (50) days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary, or the officer or persons calling the
meeting, to each shareholder of record entitled to vote at such meeting.
by-laws 1
(b) Notice may be waived in writing signed by the person or persons entitled to
such notice. Such waiver may be executed at any time before or after the holding
of such meeting. Attendance at a meeting shall constitute a waiver of notice,
except where the person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called.
2.5 RECORD DATE
For the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, the Board of Directors may in advance establish a
record date which must be at least ten (10) but not more than fifty (50) days
prior to such meeting. If the Board of Directors fail to establish a record
date, the record date shall be the date on which notice of the meeting is
mailed.
2.6 VOTING LIST
(a) The office 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, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the registered
office of the Corporation 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 book 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.
(b) Failure to comply with the requirements of this section shall not affect the
validity of any action taken at such meeting.
(c) An officer or agent having charge of the stock transfer books who shall fail
to prepare the list of shareholders or keep the same on file for a period of ten
(10) days, or produce and keep it open for inspection as provided in this
section, shall be liable to any shareholder suffering damage on account of such
failure, to the extent of such damage. In the event that such officer or agent
does not receive notice of a meeting of shareholders sufficiently in advance of
the date of such meeting reasonably to enable him to comply with the duties
prescribed by these By-laws, the Corporation, but not such officer or agent
shall be liable to any shareholder suffering damage on account of such failure,
to the extent of such damage.
2.7 QUORUM OF SHAREHOLDERS
The holders of a majority of the shares issued and outstanding and entitled to
vote thereat, present in person or represented by proxy, shall constitute a
quorum at all meetings of the shareholders for the transaction of business
except as otherwise provided by statute or by the Articles of Incorporation. If,
however, a quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting, provided a quorum shall be
present or represented thereat, any business may be transacted which might have
been transacted if the meeting had been held in accordance with the original
notice thereof.
2.3 WITHDRAWAL OF QUORUM
If a quorum is present at any meeting, the vote of the holders of a majority of
the shares entitled to vote, present in person or represented by proxy, shall
decide any question brought before such meeting, unless the question is one upon
which a different vote is required by express provision of the statutes or by
the Articles of Incorporation or these By-laws. The shareholders present at a
meeting at which a quorum is present may continue to transact business until
adjournment, despite the withdrawal of shareholders after the commencement of
the meeting which withdrawal leaves less than a quorum remaining at the meeting.
2.9 PROXIES
by-laws 2
No proxy shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy. Each proxy shall be revocable unless
expressly provided therein to be irrevocable and unless otherwise made
irrevocable by law.
2.10 VOTING OF SHARES
Each outstanding share, regardless of class, shall be entitled to one vote on
each matter submitted to a vote at a meeting of shareholders, except to the
extent that the voting rights of the shares of any class or classes are limited
or denied by the Articles of Incorporation. A shareholder may vote either in
person or by proxy executed in writing by the shareholder or by his duly
authorized attorney-in-fact.
2.11 ACTION WITHOUT MEETING OR BY USE OF CONFERENCE TELEPHONE
Any action permitted or required by law, these By-laws or by the Articles of
Incorporation of the Corporation, to be taken at a meeting of the shareholders,
the Board of Directors or any committee designated by the Board of Directors may
be taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all the shareholders or members of the Board of Directors or
committee, as the case may be. Such consent shall have the same force and effect
as a unanimous vote at a meeting, and may be stated as such in any document or
instrument filed with the Secretary of State. Subject to the requirement for
notice of meetings, shareholders, members of the Board of Directors, or members
of any committee designated by the Board of Directors, may participate in and
hold a meeting of such shareholders, Board of Directors or committee, as the
case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in such a meeting shall constitute presence in
person at such meeting, except where a person participates in the meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE III -- DIRECTORS
3.1 POWERS
The business and affairs of the Corporation and all corporate powers shall be
managed by the Board of Directors, subject to any limitation imposed by statute,
the Articles of Incorporation or these By-laws as to action which requires
authorization or approval by the shareholders.
3.2 NUMBER; QUALIFICATIONS
The number of the directors of the Corporation shall be ( ), unless and
until otherwise determined by vote of a majority of the entire Board of
Directors. The number of Directors shall not be less than three (3), unless all
of the outstanding shares are owned beneficially and of record by less than
three (3) shareholders, in which event the number of Directors shall not be less
than the number of shareholders. None of the Directors need be residents of the
State of Texas or shareholders of the Corporation.
3.3 ELECTION
The Directors shall be elected at the annual meeting of the shareholders, and
each Director elected shall serve until his successor shall have been elected
and qualified.
3.4 VOTING
Every shareholder entitled to vote shall have the right to: vote the number of
voting shares owned by him for as many persons as there are directors to be
elected and for whose election he has the right to vote; or unless cumulative
voting is prohibited by the Articles of Incorporation to cumulate his votes by
giving one candidate as many votes as the number of such Directors multiplied by
the number of his shares shall equal, or by distributing such votes on the same
principal among any number of such candidates. Any shareholder who intends to
cumulate his votes if herein authorized shall give written notice of his
intention to the Secretary of the Corporation on or before the date preceding
the election at which such shareholder intends to cumulate his votes. All
shareholders may cumulate their votes if any shareholder gives the written
notice provided for herein.
3.5 REMOVAL OF DIRECTORS
by-laws 3
(a) At any meeting of shareholders called expressly for the purpose of removing
a Director, any Director or the entire Board of Directors may be removed, with
or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of Directors.
(b) Unless cumulative voting is prohibited by the Articles of Incorporation, if
less than the entire Board is removed, no one of the Directors may be removed if
the votes cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire Board of Directors.
3.6 VACANCIES
Any vacancy in the Board of Directors caused by death, resignation, removal or
otherwise shall be filled by a majority of the remaining Directors though less
than a quorum of the Board of Directors. A Director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office.
3.7 INCREASE OR DECREASE IN NUMBER
The number of Directors may be increased or decreased from time to time by
amendment to these By-laws but no decrease shall have the effect of shortening
the term of any incumbent Director. Any directorship to be filled by reason of
an increase in the number of Directors shall be filled by election at an annual
or special meeting of shareholders.
ARTICLE IV -- MEETINGS OF THE BOARD OF DIRECTORS
4.1 PLACE
Meetings of the Board of Directors, regular or special, may be held either
within or without the State of Texas.
4.2 ANNUAL MEETING
Within thirty (30) days after each annual meeting of shareholders the Board of
Directors elected at such meeting shall hold an annual meeting at which they
shall elect officers and transact such other business as shall come before the
meeting.
4.3 REGULAR MEETING
Regular meetings of the Board of Directors may be held upon notice, or without
notice unless notice is required under these By-laws and at such time and at
such place as shall from time to time be determined by the Board.
4.4 SPECIAL MEETING
Special meetings of the Board of Directors may be called by the Chairman of the
Board of Directors, the President, or by a majority of the Directors for the
time being in office and shall be called by the Secretary on the written request
to two (2) Directors. Notice of each special meeting of the Board of Directors
shall be given to each Director at least ten (10) days before the date of the
meeting.
4.5 NOTICE AND WAIVER OF NOTICE
Attendance of a Director at any meeting shall constitute a waiver of notice of
such meeting, except where a Director attends for the express purpose of
objection to the transaction of any business on the ground that the meeting is
not lawfully called or convened. Except as may be otherwise provided by law or
by the Articles of Incorporation or by these By-laws, neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
4.6 QUORUM OF DIRECTORS
At all meetings of the Board of Directors a majority of the Directors shall
constitute a quorum for the transaction of business and the act of a majority of
the Directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors. If a quorum shall not be present at any meeting of
Directors, the Directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
by-laws 4
4.7 ACTION WITHOUT MEETINGS
Any action required or permitted to be taken at a meeting of the Board of
Directors or any committee may be taken without a meeting or by means of
conference telephone if a consent in writing, setting forth the action so taken,
is signed by all the members of the Board of Directors or committee, as the case
may be.
4.8 COMMITTEES
The Board of Directors may from time to time designate members of the Board to
constitute committees, including an Executive Committee, which shall in each
case consist of such number of Directors, not less than two, and shall have and
may exercise such power, as the Board may determine and specify in the
respective resolutions appointing them. A majority of all the members of any
such committee may determine its action and fix the time and place of its
meeting, unless the Board of Directors shall otherwise provide. The Board of
Directors shall have power at any time to change the number, subject as
aforesaid, and members of any such committee, to fill vacancies and to discharge
any such committee.
4.9 ORDER OF BUSINESS
At meetings of the Board of Directors, business shall be transacted in such
order as from time to time the Board may determine. At meetings of the Board of
Directors, the Chairman of the Board, if any, shall preside. In the absence of
the Chairman of the Board the President shall preside, and in the Absence of the
President, a chairman shall be chosen by the Board from among the Directors
present. The Secretary of the Corporation shall act as secretary of the meetings
of the Board of Directors, but in the absence of the Secretary, the presiding
officer may appoint any person to act as secretary of the meeting.
4.10 COMPENSATION
Directors, as such, shall not receive any stated salary for their service,
but by resolution of the Board a fixed sum and expenses of attendance, if any,
may be allowed for attendance at each annual, regular or special meeting of the
Board; provided, that nothing contained herein shall be construed to preclude
any director from serving the corporation in any other capacity and receiving
compensation therefor.
ARTICLE V -- OFFICERS
5.1 ELECTION, NUMBER, QUALIFICATION, TERM, COMPENSATION
The officers of the Corporation shall be elected by the Board of Directors
at the annual meeting of the Board of Directors provided for in Article IV, 4.2.
The officers shall consist of a President, a Vice-President, a Secretary and a
Treasurer. The Board of Directors may also elect a Chairman of the Board,
additional Vice-Presidents, one or more Assistant Secretaries and Assistant
Treasurers and such other officers and assistant officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall have such
authority and exercise such powers and perform such duties as shall be
determined from time to time by the Board by resolution not inconsistent with
these By-laws. Two or more offices may be held by the same person, except that
the offices of President and Secretary may not be held by the same person. None
of the officers need be Directors except the President. The Board of Directors
shall have the power to enter into contracts for the employment and compensation
of officers for such terms as the Board deems advisable. The salaries of all
officers and agents of the Corporation shall be fixed by the Board of Directors.
5.2 REMOVAL
The officers of the Corporation shall hold office until their successors
are elected or appointed and qualify, or until their death or until their
resignation or removal from office. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board whenever in its
judgment the best interests of the Corporation will be served thereby. Such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer shall not of itself create
contract rights.
5.3 VACANCIES
by-laws 5
Any vacancy occurring in any office of the Corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.
5.4 AUTHORITY
Officers and agents shall have such authority and perform such duties in
the management of the Corporation as may be provided in these By-laws or as may
be determined by the Board of Directors, not inconsistent with these By-laws.
5.5 CHAIRMAN OF THE BOARD
The Chairman of the Board, if one is elected, shall preside at all meetings
of the Board of Directors and shall have such other powers and duties as may
from time to time be prescribed by the Board of Directors upon written
directions given to him pursuant to resolutions duly adopted by the Board of
Directors.
5.6 PRESIDENT
The President shall be the chief executive officer of the Corporation,
shall have general and active management of the business and affairs of the
Corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. He shall preside at all meetings of the
shareholders and at all meetings of the Board of Directors, unless a Chairman of
the Board has been elected, in which event the President shall preside at
meetings of the Board of Directors in the absence or disability of the Chairman
of the Board. He or any vice-president shall execute bonds, mortgages and other
instruments requiring a seal, in the name of the Corporation, and, when
authorized by the Board, he or any vice-president may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested by
the signature of either the Secretary or an Assistant Secretary. He or any
vice-president shall sign certificates of stock. He shall submit a report of the
operations of the corporation for the year to the Directors at their meeting
next preceding the annual meeting of the shareholders and to the shareholders at
their annual meeting.
5.7 VICE-PRESIDENT
The Vice-Presidents, in the order of their seniority, unless otherwise
determined by the Board of Directors, shall, in the absence or disability of the
President, perform the duties and have the authority and exercise the powers of
the President. They shall perform such other duties and have such other
authority and powers as the Board of Directors may from time to time prescribe
or as the President may from time to time delegate.
5.8 SECRETARY
The Secretary shall attend all meetings of the Board of Directors and all
meetings of shareholders and record all of the proceedings of the meetings of
the Board of Directors and of the shareholders in a minute book to be kept for
that purpose and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the Board of Directors, and shall perform
such other duties as may be prescribed by the Board of Directors or President,
under whose supervision he shall be. He shall keep in safe custody the seal of
the Corporation and, when authorized by the Board of Directors, shall affix the
same to any instrument requiring it and, when so affixed, it shall be attested
by his signature or by the signature of an Assistant Secretary or of the
Treasurer. In the absence of the Secretary or an Assistant Secretary, the
minutes of all meetings of the Board and shareholders shall be recorded by such
person as shall be designated by the President or by the Board of Directors.
5.9 TREASURER
(a) The Treasurer shall have custody of the corporate funds and securities
and shall keep full and accurate accounts and records of receipts, disbursements
and other transactions in books belonging to the Corporation, and shall deposit
all moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors.
(b) The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render the President and the Board of
by-laws 6
Directors, at its regular meetings, or when the President or Board of Directors
so requires, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.
(c) If required by the Board of Directors, the Treasurer shall give the
Corporation a bond of such type, character and amount as the Board of Directors
may require.
5.10 ASSISTANT SECRETARY AND ASSISTANT TREASURER
In the absence of the Secretary or Treasurer, an Assistant Secretary or
Assistant Treasurer, respectively shall perform the duties of the Secretary or
Treasurer. Assistant Treasurers may be required to give bond as in 5.9(c). The
Assistant Secretaries and Assistant Treasurers, in general shall have such
powers and perform such duties as the Treasurer or Secretary, respectively, or
the Board of Directors or President may prescribe.
ARTICLE VI -- CERTIFICATES REPRESENTING SHARES
6.1 CERTIFICATES
The shares of the Corporation shall be represented by certificates signed
by the President or a Vice-President and the Secretary or an Assistant Secretary
of the Corporation, and shall be sealed with the seal of the Corporation or a
facsimile thereof. The signatures of the President or Vice-President and the
Secretary or Assistant Secretary upon a certificate may be facsimiles if the
certificate is counter-signed by a transfer agent, or registered by a registrar,
other than the Corporation itself or an employee of the Corporation. The
certificates shall be consecutively numbered and shall be entered in the books
of the Corporation as they are issued. Each certificate shall state on the face
thereof the holder's name, the number of shares. Certificates shall be in such
form as shall in conformity to law be prescribed from time to time by the Board
of Directors. The Corporation may appoint from time to time transfer agents and
registrars, who shall perform their duties under the supervision of the
Secretary.
6.2 PAYMENT, ISSUANCE
Shares may be issued for such consideration, not less than the par value
thereof, as may be fixed from time to time by the Board of Directors. The
consideration for the payment of shares shall consist of money paid, labor done
or property actually received. Shares may not be issued until the full amount of
the consideration fixed therefor has been paid.
6.3 LOST, STOLEN OR DESTROYED CERTIFICATES
The Board of Directors may direct a new certificate to be issued in place
of any certificate theretofore issued by the Corporation alleged to have been
lost, stolen or destroyed upon the making of an affidavit of that fact by the
person claiming the certificate to be lost, stolen or destroyed. When
authorizing such issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, prescribe such
terms and conditions as it deems expedient and may require such indemnities as
it deems adequate to protect the Corporation from any claim that may be made
against it with respect to any such certificate alleged to have been lost or
destroyed.
6.4 REGISTRATION OF TRANSFER
Shares of stock shall be transferable only on the books of the corporation
by the holder thereof in person or by his duly authorized attorney. Upon
surrender to the Corporation or the Transfer Agent of the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto and the old certificate cancelled and the
transaction recorded upon the books of the Corporation.
6.5 REGISTERED SHAREHOLDERS
The Corporation shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to receive dividends, and
to vote as such owner, 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, except as
otherwise provided by the laws of the State of Texas.
ARTICLE VII -- DIVIDENDS
by-laws 7
7.1 DECLARATION AND PAYMENT
Subject to the Laws of the State of Texas and the Articles of
Incorporation, dividends may be declared by the Board of Directors, in its
discretion, at any regular or special meeting, pursuant to law and may be paid
in cash, in property or in the Corporation's own shares.
7.2 RESERVES
Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Directors from
time to time, in their absolute discretion, think proper as a reserve fund for
meeting contingencies, or for equalizing dividends or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
Directors shall think conducive to the interest of the Corporation, and the
Directors may modify or abolish any such reserve in the manner in which it was
created.
ARTICLE VIII - INDEMNIFICATION
OF OFFICERS, DIRECTORS AND EMPLOYEES
8.1 INDEMNIFICATION
The Corporation shall indemnify any Director or officer or former Director
or officer of the Corporation, or any person who may have served at its request
as a director or officer or former director or officer of another corporation in
which it owns shares of capital stock or of which it is a creditor, against
expenses actually and necessarily incurred by him in connection with the defense
of any action, suit, or proceeding, whether civil or criminal, in which he is
made a party by reason of being or having been such Director or officer, except
in relation to matters as to which he shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in performance of duty. The
Corporation shall also reimburse any such Director or officer or former Director
or officer or any such person serving or formerly serving in the capacities set
forth in the first sentence above at the request of the Corporation for the
reasonable cost of settlement of any such action, suit or proceeding, if it
shall be found by a majority of the Directors not involved in the matter in
controversy, whether or not a quorum, that it was in the best interest of the
Corporation that such settlement be made, and that such Director or officer or
former Director or officer or such person was not guilty of negligence or
misconduct in performance of duty.
8.2 INSURANCE
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a Director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
these By-laws or the laws of the State of Texas.
8.3 ADVANCED EXPENSES
The Corporation may pay in advance any expenses which may become subject to
indemnification if the Board of Directors authorizes the specific payment, and
the person receiving the payment undertakes in writing to repay unless it is
ultimately determined that he is entitled to indemnification by the Corporation.
8.4 OTHER PROTECTION AND INDEMNIFICATION
The protection and indemnification provided hereunder shall not be deemed
exclusive of any other rights to which such Director or officer or former
Director of officer or such person may be entitled, under any agreement,
insurance policy or vote of shareholders, or otherwise.
ARTICLE IX -- MISCELLANEOUS PROVISIONS
9.1 FISCAL YEAR
The fiscal year of the Corporation shall be fixed by resolution of the
Board of Directors.
9.2 SEAL
by-laws 8
The corporate seal shall be circular in form and shall contain the name of
the Corporation, and the word "Texas" encircling an image of the Lone Star. The
seal may be used by causing it or a facsimile to be impressed or affixed or in
any other manner reproduced. The corporate seal may be altered by order of the
Board of Directors at any time.
9.3 MINUTES
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
and class of the shares held by each.
9.4 RESIGNATIONS
Any director or officer may resign at any time. Such resignations shall be
made in writing and shall take effect at the time specified therein, or if no
time is specified at the time of its receipt by the Chairman of the Board, if
any, the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the resignation.
9.5 AMENDMENT
These By-Laws may be altered, amended or repealed and new By-laws may be
adopted by the Board of Directors, subject to repeal or change any action of the
shareholders, at any meeting of the Board of Directors at which a quorum is
present, provided notice of the proposed alteration, amendment, or repeal is
contained in the notice of the meeting.
9.6 NOTICE
Any notice to Directors or shareholders shall be in writing and shall be
delivered personally or mailed to the Directors or shareholders at their
respective addresses appearing on the books of the Corporation. Notice by mail
shall be deemed to be given at the time when the same shall be deposited in the
United States mail, postage prepaid. Notice to Directors may also be given by
telegram. Whenever any notice is required to be given under the provisions of
applicable statutes or of the Articles of Incorporation or of these By-laws, a
waiver thereof in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
9.7 CLOSE CORPORATIONS: SHAREHOLDER MANAGEMENT
If the Articles of Incorporation of the Corporation and each certificate
representing its issued and outstanding shares states that the business and
affairs of the Corporation shall be managed by the Shareholders of the
Corporation rather than by a Board of Directors, then, whenever the context so
requires the Shareholders of the Corporation shall be deemed the Directors of
the Corporation for purposes of applying any provision of these By-Laws.
TEXAS PETROCHEMICALS CORPORATION
AMENDMENT TO BYLAWS
(Adopted at Special Meeting of the
Board of Directors Held on April 26, 1984
At a Special Meeting of the Board of Directors of Texas Petrochemicals
Corporation held on April 26, 1984, the following Amendment to Section 9.5 of
Article IX of the Bylaws of Texas Petrochemicals Corporation was adopted by the
Board of Directors:
Texas Petrochemicals Corporation
RESOLUTION NO. D-84-04-26-05 -- AMEND SECTION 9.5 OF BYLAWS
BE IT RESOLVED, that Section 9.5 Article IX of the Bylaws of Texas
Petrochemicals Corporation is hereby amended in its entirety so that it
shall hereafter read as follows:
Section 9.5 AMENDMENT.
by-laws 9
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted only by a majority of the Shareholders of the Corporation.
I hereby certify that the foregoing is a true, full and accurate copy of
the Amendment to the Bylaws of Texas Petrochemicals Corporation amending Article
VIII in its entirety, as approved and authorized by the Board of Directors by
Resolution adopted on April 26, 1984.
WITNESS my hand and seal.
LANELLE COOKE, Secretary
Texas Petrochemical Corporation
TEXAS PETROCHEMICALS CORPORATION
AMENDMENT TO BYLAWS
(Adopted at Special Meeting of the
Board of Directors Held on April 26, 1984
At a Special Meeting of the Board of Directors of Texas Petrochemicals
Corporation held on April 26, 1984, the following Amendment to Section IX of the
Bylaws of Texas Petrochemicals Corporation was adopted by the Board of
Directors, adding a new Section 9.7 thereto:
Texas Petrochemicals Corporation
RESOLUTION NO. D-84-04-26-05 --AMEND ARTICLE IX OF BYLAWS
BE IT RESOLVED, that Article IX of the Bylaws of Texas Petrochemicals
Corporation is hereby amended so as to add a new Section 9.7, so that it
shall hereafter read as follows:
Section 9.7 Additional Shares.
No additional shares of the Corporation shall be issued without approval of
a majority of the Shareholders of the Corporation.
I hereby certify that the foregoing is a true, full and accurate copy of the
Amendment to the Bylaws of Texas Petrochemicals Corporation amending Article IX
so as to add a new Section 9.7 thereto, which was approved and authorized by the
Board of Directors by Resolution adopted on April 26, 1984.
WITNESS my hand and seal.
LANELLE COOKE, Secretary
Texas Petrochemical Corporation
TEXAS PETROCHEMICALS CORPORATION
AMENDMENT TO BYLAWS
(Adopted at Special Meeting of the
Board of Directors Held on June 15, 1984)
At a Special Meeting of the Board of Directors of Texas Petrochemicals
Corporation held on June 15, 1984, the following Amendment to Article VIII of
the Bylaws of Texas Petrochemicals Corporation was adopted by the Board of
Directors:
Texas Petrochemicals Corporation
RESOLUTION NO. D-84-06-15-07 --
AMEND ARTICLE VIII OF BYLAWS -- INDEMNIFICATION.
BE IT RESOLVED, that Article VIII of the Bylaws of Texas Petrochemicals
Corporation is hereby amended in its entirety so that it shall hereafter
read as follows:
ARTICLE 8.08 -- Indemnification.
8.1 PERSONS ENTITLED TO INDEMNIFICATION. The corporation shall indemnify
[provided the standard set forth in Section 8.4 or 8.6 below is satisfied],
to the extent provided in Sections 8.3 or 8.5 below:
by-laws 10
(1) Any person who is or was a director, and any person who, while a
director of the corporation is or was serving at the request of the
corporation as a director, officer, partner, venturer, proprietor,
trustee, employee, agent or similar functionary of another foreign or
domestic corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan, or other enterprise;
(2) Any person who is or was an officer, agent or employee of the
corporation, but not services for any other foreign or domestic
corporation or any partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise; and
(3) Any person who is or was a nominee or designee, who was not an
officer, employee or agent of the corporation, who is or was serving at
the request of the corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
foreign corporation, partnership, joint venture, sole proprietorship,
trust, employee benefit plan, or other enterprise.
8.2 PROCEEDING AND EXPENSE.
(1) For the purposes of indemnification, "proceeding" shall be construed
to mean any threatened, pending or completed action, suit or proceeding,
whether civil or criminal, administrative, arbitrative or investigative,
and any appeal in such an action, suit or proceeding.
(2) For purposes of indemnification, "expenses" shall be construed to
include court costs and attorney's fees.
8.3 EXTENT -- DERIVATIVE PROCEEDINGS. In case of a proceeding brought by
or in behalf of the corporation (hereinafter referred to as a "Derivative
Proceeding") against a person named in Section 8.1 by reason of his holding
a position named in Section 8.1, the corporation shall indemnify him if he
satisfies the standard set forth in Section 8.4 below, for reasonable
expenses (including attorney's fees and court costs, but excluding amounts
paid in settlement) actually incurred by him in connection with the defense
or settlement of the proceeding.
8.4 STANDARD -- DERIVATION PROCEEDINGS. In case of a proceeding brought
by or in behalf of the corporation, a person named in Section 8.1 shall be
indemnified only if:
(1) He is successful on the merits or otherwise in the defense of the
proceeding; or
(2) He acted in good faith in the transaction which is the subject of
the proceeding, and reasonably believed he conducted himself in his
capacity as a director in a manner reasonably believed to be in the best
interests of the corporation and in all other cases, his conduct was at
least not opposed to the corporation's best interest; or, in the case of a
criminal proceeding, he had no reason to believe that his conduct was
unlawful. However, a director shall not be indemnified in respect of any
claim, issue or matter as to which he has been adjudged liable (a) for
negligence or misconduct in the performance of his duty to the
corporation, or (b) on the basis that personal benefit was improperly
received by him regardless of whether or not the benefit resulted from an
action taken by him while acting for the corporation; or
(3) With regard to any Employee Benefit Plan; a person in performance
of his duty who acted against or deviated from the employee benefit plan,
acted in a manner in the best interest of or at least not opposed to the
best interest of the corporation, if he did so under the presumption that
his actions or omissions with respect to an employee benefit plan would be
in the best interest of the participants and/or their beneficiaries of the
plan.
8.5 EXTENT -- NONDERIVATIVE PROCEEDINGS. In case of a proceeding other than
a proceeding brought by or in behalf of the corporation (together hereafter
referred to as a "Nonderivative Proceeding") against a person named in Section
8.1, the corporation shall indemnify him if he satisfies the standard set forth
in Section 8.6 below for the amounts actually incurred by him in connection with
the defense or settlement of the Nonderivative Proceeding as:
(1) Reasonable expenses actually incurred (including attorney's fees
and court costs);
by-laws 11
(2) Amounts paid in settlement;
(3) Judgments, penalties (including excise taxes in regard to any
employee benefit plan, and similar taxes); and
(4) Fines.
8.6 STANDARD -- NONDERIVATIVE PROCEEDINGS. In case of a nonderivative
proceeding, a person named in Section 8.1 shall be indemnified only if:
(1) He is successful, on the merits or otherwise, in the defense of
the proceeding; or
(2) He acted in good faith in the transaction which is the subject of
the nonderivative proceeding, and reasonably believed he conducted himself
in his capacity as a director in a manner he reasonably believed to be in
the best interest of the corporation and in all other cases, his conduct
was at least not opposed to the corporation's best interest; and, with
respect to any criminal action or proceeding, he had no reason to believe
his conduct was unlawful; or
(3) Any with regard to any Employee Benefit Plan; a person in
performance of his duty who acted against or deviated from the employee
benefit plan, acted in a manner in the best interest of or at least not
opposed to the best interest of the corporation, if he did so under the
presumption that his actions or omissions with respect to an employee
benefit plan would be in the best interest of the participants and/or their
beneficiaries of the plan.
The termination of a nonderivative proceeding by judgment, order,
settlement or conviction, or on a plea of NOLO CONTENDERE or its equivalent
shall not of itself create, a presumption that the person failed to satisfy the
standard set forth in this Section 8.6.
8.7 DETERMINATION THAT STANDARD HAS BEEN MET. The determination of
indemnification that the standard set forth in Sections 8.4 or 8.6 has been
satisfied, excepting Section 8.4(2) (second sentence), shall be made by:
(1) A court of competent jurisdiction if the court determines that:
(a) In a suit for indemnification the person as defined in Section
8.1 is entitled to indemnification and awards him the expenses incurred
in securing the indemnification; or
(b) The person as defined in Section 8.1 is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances
(i) whether or not he has met the requirements of Sections 8.4 or 8.6,
or (ii) has been adjudged liable in the circumstances described in the
last sentence of Section 8.6, provided the person shall only be entitled
to reasonable expenses (i-a) if the proceeding is brought by or on
behalf of the corporation, or (i-b) if the person is found liable on the
basis that personal benefit was improperly received by him, regardless
of whether or not the benefit resulted from his actions; or
(2) A majority vote of a quorum consisting of directors of the
corporation who at the time of the vote are not named parties to the
proceeding, or
(3) If no quorum can be obtained, a majority vote of a committee of
the Board of Directors, designated by a majority vote of all directors
consisting of two or more, who at the time of the vote, are not named
parties in the proceeding; or
(4) Independent or special legal counsel (selected by the Board of
Directors or a committee of the Board by vote as set forth in (2) or (3) of
this Section 8.7, or, if such a quorum cannot be obtained and such a
committee cannot be established, by a majority vote of all directors; or
(5) The shareholders of the corporation in a vote that excludes the
shares held by directors who are named defendants or respondents in the
proceeding.
8.8 AUTHORIZATION OF INDEMNIFICATION. Authorization of Indemnification
and/or the determination as to reasonableness of expenses shall be made by only
those parties set forth in Section 8.7 and only in the manner set forth in
Section 8.7; except that if special legal counsel has been appointed to
by-laws 12
determine that the standards of Sections 8.4 or 8.6, as the case may be, have
been met, then that legal counsel shall also authorize indemnification and make
the determination as to reasonable expenses.
8.9 PAYMENT OR REIMBURSEMENT OF EXPENSES. The corporation may pay or
reimburse any expenses (including attorney's fees) incurred by a person who has
satisfied the standard for indemnification under Sections 8.4 or 8.6, as the
case may be, and provided the determination of eligibility has been made in the
manner specified in Sections 8.7 and 8.8, as the case may be, and prior to final
disposition of the proceeding if:
(1) The corporation receives from the person who is to receive payment
or reimbursement of expenses (a) a written affirmation that in good faith
he has met the standard of conduct set forth in Sections 8.4 and 8.6, as
the case may be, and (b) an undertaking to repay the amount paid or
reimbursed if it is ultimately determined that he has not met the
requirements of indemnification.
(2) Likewise, if it is ultimately determined that he is eligible for
indemnification his obligation to repay monies paid or reimbursed to him is
null and void.
(3) The written undertaking must be an unlimited general obligation of
the person, but need not be secured, and may be accepted without reference
to financial ability to make repayment.
8.10 OTHER PROVISIONS FOR INDEMNIFICATION. A person may be eligible for
payment or reimbursement of expenses incurred as a result of a proceeding where
he had been called as a witness or party other than a named defendant or
respondent in that proceeding.
8.11 NONEXCLUSIVE. The indemnification provided by Sections 8.1 through 8.9
shall not be exclusive of any other rights to which a person may be entitled
bylaw, the articles of incorporation, bylaws, agreement, vote of shareholders or
disinterested directors, or otherwise.
8.12 CONTINUATION. The indemnification and advance payment or reimbursement
provided by Sections 8.1 through 8.10 shall continue as to a person who has
ceased to hold a position named in Section 8.1 and shall inure to the benefit of
his heirs, executors and administrators.
8.13 INSURANCE. The corporation may purchase and maintain insurance on
behalf of any person who holds or who has held any position described in Section
8.1, against any liability, which is the basis of a proceeding, despite the
corporation's inability to indemnify him against such liability incurred by him
in any such position or arising out of his status as such under Sections 8.1
through 8.12.
8.14 REPORTS. Indemnification payments, advance payments or reimbursements,
and insurance purchases and payments made under Sections 8.1 through 8.12 shall
be reported in writing to the shareholders with or before the notice or waiver
of notice of the next shareholders' meeting, or with or before the next consent
of shareholders to action without a meeting, in any case within the 12-month
period immediately following the date of the indemnification or advance.
I hereby certify that the foregoing is a true, full and accurate copy of
the Amendment to the Bylaws of Texas Petrochemicals Corporation amending Article
VIII in its entirety, as approved and authorized by the Board of Directors by
Resolution adopted on June 15, 1984.
WITNESS my hand and seal.
LANELLE COOKE
LaNelle Cooke, Secretary
Texas Petrochemicals Corporation
by-laws 13