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Exhibit 3.ii(b)
BY-LAWS
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CAREY SALT COMPANY
(herein called the "Corporation")
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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 President, any
Vice-President, the Treasurer or the Secretary or by resolution of the Board of
Directors. Special meetings of 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
Article SIXTH of the Certificate of Incorporation of the Corporation and
Section 1.12 hereof) 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
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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 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 stock issued and outstanding and 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 need not 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 by proxy for
each share of stock entitled to vote standing in his name on the books of the
Corporation,
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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 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
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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 entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful 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.
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
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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.
SECTION 1.12. CONSENT IN LIEU OF MEETING. As provided in Article SIXTH
of the Certificate of Incorporation, any corporate action, with respect to which
the vote of the stockholders at a meeting thereof is required or permitted by
any provision of the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Corporation, or these By-Laws, may be taken
without that vote and meeting, and that vote and meeting may be dispensed with,
if that corporate action has been consented to in writing by the holders of a
majority (or, if with respect to a particular corporate action the General
Corporation Law of the State of Delaware, the Certificate of Incorporation of
the Corporation or these By-Laws specifies a greater percentage, by the holders
of that percentage) of the stock that would have been entitled to vote upon that
action if a meeting were held. Prompt notice shall be given to all stockholders
of the taking of any corporate action pursuant to the provisions of that
paragraph unless that action has been consented to in writing by the holders of
all of the stock that would have been entitled to vote upon that action if a
meeting were held.
ARTICLE II
DIRECTORS
SECTION 2.01. MANAGEMENT OF BUSINESS. The business of the Corporation
shall be managed by its Board of Directors.
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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 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
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 which shall constitute the whole
Board shall be two, but this number may be increased and subsequently again from
time to time increased or decreased by an amendment to these By-Laws, but in no
case shall the number be less than two.
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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.
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, and the
directors so chosen shall hold office until their successors shall be elected
and qualified, or until their earlier resignation or removal. 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, 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, one-third of the entire Board, but not less than two 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, except as provided in Sections
2.05 and 2.12 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
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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 President, any Vice President, the Treasurer or the Secretary
or by resolution 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 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.
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SECTION 2.12. EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution or resolutions, passed by a majority of the whole Board, designate an
Executive Committee (and may discontinue the same at any time) to consist of
three or more of the directors of the Corporation. The members shall be
appointed by the Board and shall hold office at the pleasure of the Board. The
Board may designate one or more directors as alternate members of the Committee,
who may replace an absent or disqualified member at any meeting of the
Committee. The Executive Committee shall have and may exercise all the powers of
the Board of Directors (when the Board is not in session) in the management of
the business and affairs of the Corporation (and may authorize the seal of the
Corporation to be affixed to all papers which may require it), except that the
Executive Committee shall have no power (a) to elect directors; (b) to alter,
amend or repeal these By-Laws or any resolution or resolutions of the directors
designating an Executive Committee; (c) to declare any dividend or make any
other distribution to the stockholders of the Corporation; or (d) to appoint any
member of the Executive Committee. Regular meetings of the Executive Committee
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 Executive Committee and no notice
thereof shall be necessary. Special meetings may be called at any time by any
officer of the Corporation or any member of the Committee. Special meetings
shall be held at such place, within or without the State of Delaware, as shall
be fixed by the person calling the meeting and stated in the notice or waiver of
the meeting. A majority of the members of the Executive Committee shall
constitute a quorum for the transaction of business and the act of a majority
present at which there is a quorum shall be the act of the Executive Committee.
Notice of each special meeting of the Executive Committee shall be given (or
waived) in the same manner as notice of a directors' meeting.
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 President, a
Secretary and a Treasurer, and such number of Chairmen, Vice Chairmen, Vice
Presidents, Assistant Secretaries and Assistant Treasurers, and such other
officers, if any, as the Board may from time
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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
assigned to him from time to time by the Board of Directors 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 then from time to time by the Board of
Directors or (except in the case of the President) by 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 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.
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ARTICLE IV
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 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) 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
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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.
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 before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to be
transacted at, nor the purpose
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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 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
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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 AND STATUTORY REFERENCES. The headings
of the Articles and Sections of these By-Laws, have been inserted for
convenience of reference only and shall not be deemed to be a part of these
By-Laws.