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EXHIBIT 3.ii(i)
EXHIBIT B
AMENDED AND
RESTATED AS OF 4/30/96
BY-LAWS
-of-
HARRIS CHEMICAL GROUP INC.
n/k/a/ IMC Inorganic Chemicals Inc.
(herein called the "Corporation")
-oo0oo-
ARTICLE I
STOCKHOLDERS
SECTION 1.01. ANNUAL MEETING. The Board of Directors by resolution
shall designate the time, place and date (which shall be, in the case of the
first annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings, not more than 13
months after the date of the last annual meeting) of the annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before it.
SECTION 1.02. SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose or purposes, may be called at any time by the Chairman, the
Vice-Chairman, the President, any Vice-President, the Treasurer or the Secretary
or by resolution of the Board of Directors and shall be called by the Secretary
upon receipt by the Secretary of a request to the Corporation in writing signed
by the holders of at least 35% of the Common Stock of the Corporation then
outstanding. Special meetings of
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stockholders shall be held at such place, within or without the State of
Delaware, as shall be fixed by the person or persons calling the meeting and
stated in the notice or waiver of notice of the meeting.
SECTION 1.03. NOTICE OF MEETINGS OF STOCKHOLDERS. Whenever stockholders
are required or permitted to take any action at a meeting, written notice of the
meeting shall be given (unless that notice shall be waived or unless the meeting
is to be dispensed with in accordance with the provisions of the General
Corporation Law of the State of Delaware and Article SIXTH of the Certificate of
Incorporation of the Corporation) which shall state the place, date and hour of
the meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. The written notice of any meeting shall be given,
personally or by mail, not less than ten nor more than sixty days before the
date of the meeting to each stockholder entitled to vote at such meeting. If
mailed, such notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at his address as it appears on the records
of the Corporation.
When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be
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given to each stockholder of record entitled to vote at the meeting.
SECTION 1.04. QUORUM. At all meetings of the stockholders, the holders
of one-third of the Common Stock entitled to vote thereat, present in person or
by proxy, shall constitute a quorum for the transaction of any business.
When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any stockholders.
The stockholders present may adjourn the meeting despite the absence of
a quorum and at any such adjourned meeting at which the requisite amount of
voting stock shall be represented, the Corporation may transact any business
which might have been transacted at the original meeting had a quorum been there
present.
SECTION 1.05. METHOD OF VOTING. The vote upon any question before the
meeting shall be by ballot. All elections and all other questions shall be
decided by a plurality of the votes cast, at a meeting at which a quorum is
present, except as expressly provided otherwise by the General Corporation Law
of the State of Delaware or the Certificate of Incorporation.
SECTION 1.06. VOTING RIGHTS OF STOCKHOLDERS AND PROXIES. Each
stockholder of record entitled to vote in accordance with the laws of the State
of Delaware, the Certificate of Incorporation or these By-Laws, shall at every
meeting of the stockholders be entitled to one vote in person or
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by proxy for each share of stock entitled to vote standing in his name on the
books of the Corporation, but no proxy shall be voted on after three years from
its date, unless the proxy provides for a longer period.
SECTION 1.07. OWNERSHIP OF ITS OWN STOCK. Shares of its own capital
stock belonging to the Corporation or to another corporation, if a majority of
the shares entitled to vote in the election of directors of such other
corporation is held, directly or indirectly, by the Corporation, shall neither
be entitled to vote nor be counted for quorum purposes. Nothing in this section
shall be construed as limiting the right of any corporation to vote stock,
including but not limited to its own stock, held by it in a fiduciary capacity.
SECTION 1.08. VOTING BY FIDUCIARIES AND PLEDGORS. Persons holding stock
in a fiduciary capacity shall be entitled to vote the shares so held. Persons
whose stock is pledged shall be entitled to vote, unless in the transfer by the
pledgor on the books of the Corporation he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his proxy, may represent
such stock and vote thereon.
If shares or other securities having voting power stand of record in
the names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, unless the Secretary of the Corporation is given written
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notice to the contrary and is furnished with a copy of the instrument or order
appointing them or creating the relationship wherein it is so provided, their
acts with respect to voting shall have the following effect:
(1) If only one votes, his act binds all;
(2) If more than one vote, the act of the majority so voting binds all;
(3) If more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery or such other court as may have jurisdiction to
appoint an additional person to act with the persons so voting the shares, which
shall then be voted as determined by a majority of such persons and the person
appointed by the Court. If the instrument so filed shows that any such tenancy
is held in unequal interests, a majority or even-split for the purpose of this
subsection shall be a majority or even-split in interest.
SECTION 1.09. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order to determine the stockholders (i) entitled to notice of or to vote at
any meeting of stockholders or any adjournment thereof, or (ii) entitled to
express consent to corporate action in writing without a meeting, or (iii)
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or (iv) entitled to exercise any rights in respect of any change,
conversion or exchange of stock, or (v) for the purpose of any other lawful
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action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action. If no record date is fixed
by the Board of Directors, the record date shall be determined in accordance
with the provisions of the General Corporation Law of the State of Delaware.
SECTION 1.10. LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of the stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held (which place shall be specified in the notice of
the meeting or, if not so specified, at the place where said meeting is to be
held), and the list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who may be present. Upon the willful neglect or refusal of the directors to
produce such a list at any meeting for the election of directors, they shall be
ineligible for election to any office at such meeting.
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SECTION 1.11. STOCKHOLDER'S RIGHT OF INSPECTION. Stockholders of
record, in person or by attorney or other agent, shall have the right, upon
written demand under oath stating the purpose thereof, during the usual hours
for business to inspect for any proper purpose the Corporation's stock ledger, a
list of its stockholders, and its other books and records, and to make copies or
extracts therefrom. A proper purpose shall mean a purpose reasonably related to
such person's interest as a stockholder. In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the Corporation at its
registered office in this State or at its principal place of business.
The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by Section
1.10 or the books of the Corporation, or to vote in person or by proxy at any
meeting of the stockholders.
ARTICLE II
DIRECTORS
SECTION 2.01. MANAGEMENT OF BUSINESS. The business of the Corporation
shall be managed by its Board of Directors.
The Board of Directors, in addition to the powers and authority
expressly conferred upon it herein, by statute, by the Certificate of
Incorporation of the Corporation or otherwise, is
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hereby empowered to exercise all such powers as may be exercised by the
Corporation, except as expressly provided otherwise by the statutes of the State
of Delaware, by the Certificate of Incorporation of the Corporation or by these
By-Laws.
Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution or resolutions, may create and issue, whether or not in
connection with the issue and sale of any shares of stock or other securities of
the Corporation, rights or options entitling the holders thereof to purchase
from the Corporation any shares of its capital stock of any class or classes or
any other securities of the Corporation, such rights or options to be evidenced
by or in such instrument or instruments as shall be approved by the Board of
Directors. The terms upon which, including the time or times, which may be
limited or unlimited in duration, at or within which, and the price or prices at
which, any such rights or options may be issued and any such shares or other
securities may be purchased from the Corporation upon the exercise of any such
right or option shall be such as shall be fixed and stated in the resolution or
resolutions adopted by the Board of Directors providing for the creation and
issue of such rights or options, and, in every case, set forth or incorporated
by reference in the instrument or instruments evidencing such rights or options.
In the absence of actual fraud in the transaction, the judgment of the directors
as to the consideration for the issuance of such rights or options and the
sufficiency thereof shall be conclusive. In case the shares of stock of the
Corporation to be issued upon the exercise of such rights or options shall be
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shares having a par value, the price or prices so to be received therefor shall
not be less than the par value thereof. In case the shares of stock so to be
issued shall be shares of stock without par value, the consideration therefor
shall be determined in the manner provided in Section 153 of the General
Corporation Law of the State of Delaware.
SECTION 2.02. QUALIFICATIONS AND NUMBER OF DIRECTORS. Directors need
not be stockholders. The number of directors for the Corporation shall be not
less than three nor more than eleven, the precise number to be fixed by
resolution of the Board of Directors from time to time.
SECTION 2.03. ELECTION AND TERM. The directors shall be elected at the
annual meeting of the stockholders, and each director shall be elected to hold
office until his successor shall be elected and qualified, or until his earlier
resignation or removal.
SECTION 2.04. RESIGNATIONS. Any director of the Corporation may resign
at any time by giving written notice to the Corporation. Such resignation shall
take effect at the time specified therein, if any, or if no time is specified
therein, then upon receipt of such notice by the Corporation; and, unless
otherwise provided therein, the acceptance of such resignation shall not be
necessary to make it effective.
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SECTION 2.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, in each case as such
director or directors may be directed by the stockholders of the Corporation,
and the directors so chosen shall hold office until their successors shall be
elected and qualified, or until their earlier resignation or removal, provided,
however, that the stockholders removing any director may at the same meeting
fill the vacancy caused by such removal, and provided further that if the
directors fail to fill any such vacancy, the stockholders may at any special
meeting called for such purpose, by written consent or otherwise, fill such
vacancy. When one or more directors shall resign from the Board, effective at a
future date, a majority of the directors then in office, including those who
have so resigned, shall have power to fill such vacancy or vacancies, in each
case as such directors may be directed by the stockholders of the Corporation,
the vote thereon to take effect when such resignation or resignations shall
become effective, and each director so chosen shall hold office as herein
provided in the filling of other vacancies.
SECTION 2.06. QUORUM OF DIRECTORS. At all meetings of the Board of
Directors, at least five 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
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is a quorum shall be the act of the Board of Directors, except as provided in
Section 2.05 hereof.
A majority of the directors present, whether or not a quorum is
present, may adjourn any meeting of the directors to another time and place.
Notice of any adjournment need not be given if such time and place are announced
at the meeting.
SECTION 2.07. ANNUAL MEETING. The newly elected Board of Directors
shall meet immediately following the adjournment of the annual meeting of
stockholders in each year at the same place, within or without the State of
Delaware, and no notice of such meeting shall be necessary.
SECTION 2.08. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be fixed by the Board and no notice thereof
shall be necessary.
SECTION 2.09. SPECIAL MEETINGS. Special meetings may be called at any
time by the Chairman, or by any two members of the Board of Directors. Special
meetings shall be held at such place, within or without the State of Delaware,
as shall be fixed by the person or persons calling the meeting and stated in the
notice or waiver of notice of the meeting.
Special meetings of the Board of Directors shall be held upon notice to
the directors or waiver thereof.
Unless waived, notice of each special meeting of the directors, stating
the time and place of the meeting, shall be
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given to each director by delivered letter, by telegram or by personal
communication either over the telephone or otherwise, in each such case not
later than the second day prior to the meeting, or by mailed letter deposited in
the United States mail with postage thereon prepaid not later than the seventh
day prior to the meeting. Notices of special meetings of the Board of Directors
and waivers thereof need not state the purpose or purposes of the meeting.
SECTION 2.10. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if all members of the Board or
committee, as the case may be, consent thereto in a writing or writings and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.
SECTION 2.11. COMPENSATION. Directors shall receive such fixed sums and
expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the Board
of Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
SECTION 2.12. EXECUTIVE COMMITTEE. The Board of Directors may not, by
resolution or otherwise, permit the formation of an Executive Committee.
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ARTICLE III
OFFICERS
SECTION 3.01. NUMBER. The officers of the Corporation shall be chosen
by the Board of Directors. The officers shall be a Chairman, a Vice-Chairman, a
President, a Secretary and a Treasurer, and such number of Vice-Presidents,
Assistant Secretaries and Assistant Treasurers, and such other officers, if any,
as the Board may from time to time determine. The Board may choose such other
agents as it shall deem necessary. Any number of offices may be held by the same
person.
SECTION 3.02. TERMS OF OFFICE. Each officer shall hold his office until
his successor is chosen and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation.
SECTION 3.03. REMOVAL. Any officer may be removed from office at any
time by the Board of Directors with or without cause.
SECTION 3.04. AUTHORITY. The Secretary shall record all of the
proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose, and shall have the authority, perform the duties and
exercise the powers in the management of the Corporation usually incident to the
office held by him, and/or such other authority, duties and powers as may be
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assigned to him from time to time by the Board of Directors, the Chairman, the
Vice-Chairman or the President. The other officers, and agents, if any, shall
have the authority, perform the duties and exercise the powers in the management
of the Corporation usually incident to the offices held by them, respectively,
and/or such other authority, duties and powers as may be assigned to them from
time to time by the Board of Directors or (except in the case of the Chairman,
the Vice-Chairman or the President, as appropriate) by the Chairman, the
Vice-Chairman or the President.
SECTION 3.05. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the Chairman, the Vice-Chairman, the
President or any Vice-President and any such officer may, in the name of and on
behalf of the Corporation, take all such action as any such officer may deem
advisable to vote in person or by proxy at any meeting of security holders of
any corporation in which the Corporation may own securities and at any such
meeting shall possess and may exercise any and all rights and powers incident to
the ownership of such securities and which, as the owner thereof, the
Corporation might have exercised and possessed if present. The Board of
Directors may, by resolution, from time to time confer like powers upon any
other person or persons.
ARTICLE IV
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CAPITAL STOCK
SECTION 4.01. STOCK CERTIFICATES. Every holder of stock in the
Corporation shall be entitled to have a certificate signed by, or in the name of
the Corporation by, the Chairman or Vice-Chairman of the Board of Directors, or
the President or a Vice-President, and by the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, of the Corporation,
certifying the number of shares owned by him in the Corporation. Where such
certificate is signed (1) by a transfer agent other than the Corporation or its
employee, or (2) by a registrar other than the Corporation or its employee, the
signatures of the officers of the Corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer before such certificate is
issued, it may be issued by the Corporation with the same effect as if he were
such officer at the date of issue.
SECTION 4.02. TRANSFERS. Stock of the Corporation shall be transferable
in the manner prescribed by the laws of the State of Delaware.
SECTION 4.03. REGISTERED HOLDERS. Prior to due presentment for
registration of transfer of any security of the Corporation in registered form,
the Corporation shall treat the registered owner as the person exclusively
entitled to vote, to receive notifications and to otherwise exercise all the
rights
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and powers of an owner, and shall not be bound to recognize any equitable or
other claim to, or interest in, any security, whether or not the Corporation
shall have notice thereof, except as otherwise provided by the laws of the State
of Delaware.
SECTION 4.04. NEW CERTIFICATES. The Corporation shall issue a new
certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, if the owner: (1) so requests
before the Corporation has notice that the shares of stock represented by that
certificate have been acquired by a bona fide purchaser; (2) files with the
Corporation a bond sufficient (in the judgment of the directors) or with respect
to institutional investors an agreement, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss or theft of
that certificate or the issuance of a new certificate; and (3) satisfies any
other requirements imposed by the directors that are reasonable under the
circumstances. A new certificate may be issued without requiring any bond when,
in the judgment of the directors, it is proper so to do.
ARTICLE V
INDEMNIFICATION
SECTION 5.01. The Corporation shall indemnify its officers, directors,
employees and agents to the fullest extent permitted by the General Corporation
Law of Delaware and Article SIXTH of the Certificate of Incorporation of the
Corporation.
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ARTICLE VI
MISCELLANEOUS
SECTION 6.01. OFFICES. The registered office of the Corporation in the
State of Delaware shall be at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The Corporation may also have offices at other
places within and/or without the State of Delaware.
SECTION 6.02. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal Delaware."
SECTION 6.03. CHECKS. All checks or demands for money shall be signed
by such person or persons as the Board of Directors may from time to time
determine.
SECTION 6.04. FISCAL YEAR. The fiscal year shall begin the first day
after the last Saturday in March and shall end on the last Saturday in March.
SECTION 6.05. WAIVERS OF NOTICE; DISPENSING WITH NOTICE. Whenever any
notice whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation of
the Corporation, or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether
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before or after the time stated therein, shall be deemed equivalent thereto.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders need be specified in any written waiver of
notice.
Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
Whenever any notice whatever is required to be given under the
provisions of the General Corporation Law of the State of Delaware, of the
Certificate of Incorporation of the Corporation, or of these By-Laws, to any
person with whom communication is made unlawful by any law of the United States
of America, or by any rule, regulation, proclamation or executive order issued
under any such law, then the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person; and any
action or meeting which shall be taken or held without notice to any such person
or without giving or without applying for a license or permit to give any such
notice to any such person with whom communication is made unlawful as aforesaid,
shall have the same force and effect as if such notice had been given as
provided under the provisions of the General Corporation Law of the State of
Delaware, or under the provisions of the Certificate of Incorporation of the
Corporation or of these By-Laws. In the
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event that the action taken by the Corporation is such as to require the filing
of a certificate under any of the other sections of this title, the certificate
shall state, if such is the fact and if notice is required, that notice was
given to all persons entitled to receive notice except such persons with whom
communication is unlawful.
SECTION 6.06. LOANS TO AND GUARANTEES OF OBLIGATIONS OF EMPLOYEES AND
OFFICERS. The Corporation may lend money to or guaranty any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a director of the
Corporation or a subsidiary, whenever, in the judgment of the Board of
Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares of
stock of the Corporation. Nothing in this Section contained shall be deemed to
deny, limit or restrict the powers of guaranty or warranty of the Corporation at
common law or under any other statute.
SECTION 6.07. AMENDMENT OF BY-LAWS. These By-Laws may be altered,
amended or repealed at any meeting of the Board of Directors.
SECTION 6.08. SECTION HEADINGS. The headings of the Articles and
Sections of these By-Laws have been inserted for
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convenience of reference only and shall not be deemed to be a part of these
By-Laws.