Exhibit 3.2
37
ALBEMARLE CORPORATION
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BY-LAWS
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ARTICLE I
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Meeting of Shareholders
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SECTION 1. PLACES OF MEETINGS. All meetings of the
shareholders shall be held at such place, either within or
without the Commonwealth of Virginia, as may, from time to time,
be fixed by the Board of Directors.
SECTION 2. ANNUAL MEETINGS. The annual meeting of the
shareholders, for the election of directors and transaction of
such other business as may come before the meeting, shall be
held each year in Richmond, Virginia at 11:00 a.m. EDT on the
fourth Wednesday in April or at such other date and time as the
Board of Directors of the Corporation may designate from time to
time.
SECTION 3. SPECIAL MEETINGS. Special meetings of
shareholders for any purpose or purposes may be called at any
time by the Chairman of the Board or by a majority of the Board
of Directors. At a special meeting, no business shall be
transacted and no corporate action shall be taken other than
that stated in the notice of the meeting.
SECTION 4. NOTICE OF MEETINGS. Except as otherwise
required by law, written or printed notice stating the place,
day and hour of every meeting of the shareholders and, in case
of a special meeting, the purpose or purposes for which the
meeting is called, shall be mailed not less than ten (10) nor
more than sixty (60) days before the date of the meeting to each
shareholder of record entitled to vote at such meeting, at his
or her address which appears in the share transfer books of the
Corporation. Meetings may be held without notice if all the
shareholders entitled to vote at the meeting are present in
person or by proxy or if notice is waived in writing by those
not present, either before or after the meeting.
SECTION 5. QUORUM. Except as otherwise required by the
Articles of Incorporation, any number of shareholders together
holding at least a majority of the outstanding shares of capital
stock entitled to vote with respect to the business to be
transacted, who shall be present in person or represented by
proxy at any meeting duly called, shall constitute a quorum for
the transaction of business. If less than a quorum shall be in
attendance at the time for which a meeting shall have been
called, the meeting may be adjourned from time to time by a
majority of the shareholders present or represented by proxy
without notice other than by announcement at the meeting.
SECTION 6. VOTING. At any meeting of the shareholders
each shareholder of a class entitled to vote on the matters
coming before the meeting shall have one vote, in person or by
proxy, for each share of capital stock standing in his or her
name on the books of the Corporation at the time of such meeting
or on any date fixed by the Board of Directors not more than
seventy (70) days prior to the meeting. Every proxy shall be in
writing, dated and signed by the shareholder entitled to vote or
his duly authorized attorney-in-fact.
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SECTION 7. VOTING LIST. The officer 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, with the
address of and the number of shares held by each. Such list,
for a period of ten (10) days prior to such meeting, shall be
kept on file at the registered office of the Corporation or at
its principal place of business or at the office of its transfer
agent or registrar 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 books 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. If the requirements
of this section have not been substantially complied with, the
meeting shall, on the demand of any shareholder in person or by
proxy, be adjourned until the requirements are complied with.
SECTION 8. SHAREHOLDER PROPOSALS. To be properly
brought before an annual meeting of shareholders, business must
be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors,
(ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly
brought before the meeting by a shareholder. In addition to any
other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's
notice must be given, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the
Corporation not later than ninety (90) days in advance of the
annual meeting. A shareholder's notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a brief description of the
business desired to be brought before the annual meeting
(including the specific proposal to be presented) and the
reasons for conducting such business at the annual meeting, (ii)
the name and record address of the shareholder proposing such
business, (iii) the class and number of shares of the
Corporation that are beneficially owned by the shareholder, and
(iv) any material interest of the shareholder in such business.
In the event that a shareholder attempts to bring
business before an annual meeting without complying with the
provisions of this Section 8, the Chairman of the meeting shall
declare to the meeting that the business was not properly
brought before the meeting in accordance with the foregoing
procedures, and such business shall not be transacted.
No business shall be conducted at the annual meeting
except in accordance with the procedures set forth in this
Section 8, provided, however, that nothing in this Section 8
shall be deemed to preclude discussion by any shareholder of any
business properly brought before the annual meeting.
SECTION 9. INSPECTORS. An appropriate number of
inspectors for any meeting of shareholders may be appointed by
the Chairman of such meeting. Inspectors so appointed will open
and close the polls, will receive and take charge of proxies and
ballots, and will decide all questions as to the qualifications
of voters, validity of proxies and ballots, and the number of
votes properly cast.
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ARTICLE II
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Directors
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SECTION 1. GENERAL POWERS. The property, affairs and
business of the Corporation shall be managed under the direction
of the Board of Directors, and except as otherwise expressly
provided by law, the Articles of Incorporation or these By-laws,
all of the powers of the Corporation shall be vested in such
Board.
Any contract to which the Corporation is a party that
is (i) not in the ordinary course of business or (ii) is in the
ordinary course of business and involves a commitment by the
Corporation of more than $100,000 and is not executed by the
Chairman of the Board, must be approved by the Board of
Directors or the Executive Committee prior to delivery.
SECTION 2. NUMBER OF DIRECTORS. The Board of Directors
shall be nine (9) in number.
SECTION 3. ELECTION OF DIRECTORS.
(a) Directors shall be elected each year at the annual
meeting of shareholders.
(b) Directors shall hold their offices for a term of one
year and until their successors are elected. Any director may be
removed from office as set forth in the Articles of
Incorporation.
(c) Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of the majority of the
remaining directors though less than a quorum of the Board of
Directors.
(d) A majority of the number of directors fixed by
these By-laws shall constitute a quorum for the transaction of
business. The act of a majority of the directors present at a
meeting at which a quorum is present shall be the act of the
Board of Directors.
SECTION 4. MEETINGS OF DIRECTORS. Meetings of the Board
of Directors shall be held at places within or without the
Commonwealth of Virginia and at times fixed by resolution of the
Board or upon call of the Chairman of the Board, and the
Secretary or officer performing the Secretary's duties shall
give not less than twenty-four (24) hours' notice by letter,
telegraph or telephone (or in person) of all meetings of the
directors, provided that notice need not be given of regular
meetings held at times and places fixed by resolution of the
Board. An annual meeting of the Board of Directors shall be held
as soon as practicable after the adjournment of the annual
meeting of shareholders. Meetings may be held at any time
without notice if all of the Directors are present, or if those
not present waive notice in writing either before or after the
meeting. Directors may be allowed, by resolution of the Board, a
reasonable fee and expenses for attendance at meetings.
SECTION 5. NOMINATIONS. Subject to the rights of holders
of any class or series of stock having a preference over the
common stock as to dividends or upon liquidation, nominations
for the election of Directors shall be made by the Board of
Directors or a committee appointed by the Board of Directors or
by any shareholder entitled to vote in the election of Directors
generally. However, any shareholder entitled to vote in the
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election of Directors generally may nominate one or more persons
for election as Directors at a meeting only if written notice of
such shareholder's intent to make such nomination or nominations
has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not
later than (i) with respect to an election to be held at an
annual meeting of shareholders, ninety (90) days in advance of
such meeting, and (ii) with respect to an election to be held at
a special meeting of shareholders for the election of Directors,
the close of business on the seventh (7th) day following the
date on which notice of such meeting is first given to
shareholders. Each notice shall set forth: (a) the name and
address of the shareholder who intends to make the nomination
and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of
stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder
as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission, had the nominee been nominated, or intended to be
nominated, by the Board of Directors; and (e) the consent of
each nominee to serve as a Director of the Corporation if so
elected. The Chairman of the meeting may refuse to acknowledge
the nomination of any person not made in compliance with the
foregoing procedure.
ARTICLE III
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Committees
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SECTION 1. EXECUTIVE COMMITTEE. The Board of Directors
shall, by vote of a majority of the number of Directors fixed by
these By-laws, designate an Executive Committee which shall
consist of three or more Directors, including the Chairman of
the Board. The members of the Executive Committee shall serve
until their successors are designated by the Board of Directors,
until removed or until the Executive Committee is dissolved by
the Board of Directors. All vacancies which may occur in the
Executive Committee shall be filled by the Board of Directors.
When the Board of Directors is not in session, the
Executive Committee shall have all power vested in the Board of
Directors by law, the Articles of Incorporation or these By-
laws, except as otherwise provided in the Virginia Stock
Corporation Act. The Executive Committee shall report at the
next regular or special meeting of the Board of Directors all
action which the Executive Committee may have taken on behalf of
the Board since the last regular or special meeting of the Board
of Directors.
Meetings of the Executive Committee shall be held at such
places and at such times fixed by resolution of the Committee,
or upon call of the Chairman of the Board. Not less than twelve
(12) hours' notice shall be given by letter, telegraph or
telephone (or in person) of all meetings of the Executive
Committee, provided that notice need not be given of regular
meetings held at times and places fixed by resolution of the
Committee and that meetings may be held at any time without
notice if all of the members of the Committee are present or if
those not present waive notice in writing either before or after
the meeting. A majority of the members of the Executive
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Committee then serving shall constitute a quorum for the
transaction of business at any meeting.
SECTION 2. EXECUTIVE COMPENSATION COMMITTEE. The Board of
Directors, at its regular annual meeting, shall designate an
Executive Compensation Committee which shall consist of two or
more Directors who shall not be eligible for bonus, stock option
or stock appreciation rights. In addition, the Board at any time
may designate one or more alternate members of such Committee
who shall be Directors not eligible for bonus, stock option or
stock appreciation rights who may act in place of any absent
regular member upon invitation by the Chairman or Secretary of
the Committee.
With respect to bonuses, the Executive Compensation
Committee shall have and may exercise the powers to determine
the amounts annually available for bonuses pursuant to any bonus
plan or formula approved by the Board, to determine bonus awards
to executive officers and to exercise such further powers with
respect to bonuses as may from time to time be conferred by the
Board of Directors.
With respect to salaries, the Executive Compensation
Committee shall have and may exercise the power to fix and
determine from time to time all salaries of the executive
officers of the Corporation, and such further powers with
respect to salaries as may from time to time be conferred by the
Board of Directors.
The Executive Compensation Committee shall administer the
Corporation's Incentive Stock Option Plan (the Plan) and from
time to time may grant, consistent with the Plan, stock options
and stock appreciation rights and authorize the granting of
restricted stock awards.
Vacancies in the Executive Compensation Committee shall
be filled by the Board of Directors, and members shall be
subject to removal by the Board at any time.
The Executive Compensation Committee shall fix its own
rules of procedure. A majority of the number of regular members
then serving shall constitute a quorum; and regular and
alternate members present shall be counted to determine whether
there is a quorum. The Executive Compensation Committee shall
keep minutes of its meetings, and all action taken by it shall
be reported to the Board of Directors.
SECTION 3. AUDIT COMMITTEE. The Board of Directors at
its regular annual meeting shall designate an Audit Committee
which shall consist of two or more Directors whose membership on
the Committee shall meet the requirements set forth in the rules
of the New York Stock Exchange, as amended from time to time.
Vacancies in the Committee shall be filled by the Board of
Directors with Directors meeting the requirements set forth
above, giving consideration to continuity of the Committee, and
members shall be subject to removal by the Board at any time.
The Committee shall fix its own rules of procedure and a
majority of the members serving shall constitute a quorum. The
Committee shall meet at least twice a year with both the
internal and the Corporation's outside auditors present at each
meeting and shall keep minutes of its meetings and all action
taken shall be reported to the Board of Directors. The
Committee shall review the reports and minutes of any audit
committees of the Corporation's subsidiaries. The Committee
shall review the Corporation's financial reporting process,
including accounting policies and procedures. The Committee
shall examine the report of the Corporation's outside auditors,
consult with them with respect to their report and the standards
and procedures employed by them in their audit,
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report to the Board the results of its study and recommend the
selection of auditors for each fiscal year.
SECTION 4. NOMINATING COMMITTEE. The Board of Directors
shall designate a Nominating Committee which shall consist of
three or more Directors. The Committee shall make
recommendations to the Board regarding nominees for election as
Directors by the shareholders at each Annual Shareholders'
Meeting and make such other recommendations regarding tenure,
classification and compensation of Directors as the Committee
may deem advisable from time to time. The Committee shall fix
its own rules of procedure and a majority of the members serving
shall constitute a quorum.
SECTION 5. OTHER COMMITTEES OF THE BOARD. The Board of
Directors, by resolution duly adopted, may establish such other
committees of the Board as it may deem advisable and the
members, terms and authority of such committees shall be as set
forth in the resolutions establishing the same.
ARTICLE IV
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Officers
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SECTION 1. ELECTION. The officers of the Corporation
shall consist of a Chairman of the Board, a Vice Chairman of the
Board, a President, one or more Vice Presidents (any one or more
of whom may be designated as Executive Vice Presidents or Senior
Vice Presidents), a Secretary and a Treasurer. In addition, such
other officers as are provided in Section 3 of this Article may
from time to time be elected by the Board of Directors. All
officers shall hold office until the next annual meeting of the
Board of Directors or until their successors are elected. The
Chairman of the Board, the Vice Chairman of the Board and the
President shall be chosen from among the Directors. Any two
officers may be combined in the same person as the Board of
Directors may determine, except that the President and Secretary
may not be the same person.
SECTION 2. REMOVAL OF OFFICERS; VACANCIES. Any officer of
the Corporation may be removed summarily with or without cause,
at any time by a resolution passed at any meeting by affirmative
vote of a majority of the number of Directors fixed by these
By-laws. Vacancies may be filled at any meeting of the Board of
Directors.
SECTION 3. OTHER OFFICERS. Other officers may from time
to time be elected by the Board, including, without limitation,
one or more Assistant Secretaries and Assistant Treasurers.
SECTION 4. DUTIES. The officers of the Corporation shall
have such duties as generally pertain to their offices,
respectively, as well as such powers and duties as are
hereinafter provided and as from time to time shall be conferred
by the Board of Directors. The Board of Directors may require
any officer to give such bond for the faithful performance of
his duties as the Board may see fit.
SECTION 5. DUTIES OF THE CHAIRMAN OF THE BOARD. The
Chairman of the Board shall be the chief executive officer of
the Corporation. He shall be responsible for the execution of
the policies of the Board of Directors, shall serve as the
Chairman of the Executive Committee and shall have direct
supervision over the business of the
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Corporation and its several officers, subject to the authority
of the Board of Directors. Except as otherwise provided in these
By-laws or the resolutions establishing such committees, he
shall be ex officio a member of all committees of the Board with
the power to vote. He shall preside at all meetings of
shareholders, the Board of Directors and the Executive
Committee. In the incapacity or absence of the President, the
Chairman of the Board shall perform the duties and have the
authority of the President. The Chairman of the Board may sign
and execute in the name of the Corporation deeds, mortgages,
bonds, contracts or other instruments, except in cases where the
signing and the execution thereof shall be expressly delegated
by the Board of Directors or by these By-laws to some other
officer or agent of the Corporation or shall be required by law
otherwise to be signed or executed. In addition, he shall
perform all duties incident to the office of the Chairman of the
Board and such other duties as from time to time may be assigned
to him by the Board of Directors.
SECTION 6. DUTIES OF THE VICE CHAIRMAN OF THE BOARD. The
Vice Chairman of the Board shall perform all duties incident to
the office of the Vice Chairman of the Board and shall have such
other powers and duties as may from time to time be assigned to
him by the Board of Directors or the Chairman of the Board. The
Vice Chairman of the Board shall perform the duties of the
Chairman of the Board in the absence of the Chairman of the
Board. The Vice Chairman of the Board may sign and execute in
the name of the Corporation deeds, mortgages, bonds, contracts
and other instruments, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of
Directors or by these By-laws to some other officer or agent of
the Corporation or shall be required by law otherwise to be
signed or executed.
SECTION 7. DUTIES OF THE PRESIDENT. The President shall
be the Chief Operating Officer of the Corporation and shall have
direct supervision over the business of the Corporation and its
several officers, subject to the authority of the Board of
Directors and the Chairman of the Board, and shall consult with
and report to the aforementioned officer. The President may sign
and execute in the name of the Corporation deeds, mortgages,
bonds, contracts or other instruments, except in cases where the
signing and the execution thereof shall be expressly delegated
by the Board of Directors or by these By-laws to some other
officer or agent of the Corporation or shall be required by law
otherwise to be signed or executed. In addition, he shall
perform all duties incident to the office of the President and
such other duties as from time to time may be assigned to him by
the Board of Directors or the Chairman of the Board.
SECTION 8. DUTIES OF THE VICE PRESIDENTS. Each Vice
President of the Corporation (including any Executive Vice
President and Senior Vice President) shall have powers and
duties as may from time to time be assigned to him by the Board
of Directors, the Chairman of the Board or the President. When
there shall be more than one Vice President of the Corporation,
the Board of Directors may from time to time designate one of
them to perform the duties of the President in the absence of
the President. Any Vice President of the Corporation may sign
and execute in the name of the Corporation deeds, mortgages,
bonds, contracts and other instruments, except in cases where
the signing and execution thereof shall be expressly delegated
by the Board of Directors or by these By-laws to some other
officer or agent of the Corporation or shall be required by law
otherwise to be signed or executed.
SECTION 9. DUTIES OF THE TREASURER. The Treasurer shall
have charge and custody of and be responsible for all funds and
securities of the Corporation, and shall cause all such funds
and securities to be deposited in such banks and depositories as
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the Board of Directors from time to time may direct. He shall
maintain adequate accounts and records of all assets,
liabilities and transactions of the Corporation in accordance
with generally accepted accounting practices; shall exhibit his
accounts and records to any of the Directors of the Corporation
at any time upon request at the office of the Corporation; shall
render such statements of his accounts and records and such
other statements to the Board of Directors and officers as often
and in such manner as they shall require; and shall make and
file (or supervise the making and filing of) all tax returns
required by law. He shall in general perform all duties
incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the Board of
Directors, the Chairman of the Board or the President.
SECTION 10. DUTIES OF THE SECRETARY. The Secretary shall
act as secretary of all meetings of the Board of Directors, the
Executive Committee and all other Committees of the Board, and
the shareholders of the Corporation, and shall keep the minutes
thereof in the proper book or books to be provided for that
purpose. He shall see that all notices required to be given by
the Corporation are duly given and served; shall have custody of
the seal of the Corporation and shall affix the seal or cause it
to be affixed to all certificates for stock of the Corporation
and to all documents the execution of which on behalf of the
Corporation under its corporate seal is duly authorized in
accordance with the provisions of these By-laws; shall have
custody of all deeds, leases, contracts and other important
corporate documents; shall have charge of the books, records and
papers of the Corporation relating to its organization and
management as a Corporation; shall see that the reports,
statements and other documents required by law (except tax
returns) are properly filed; and shall, in general, perform all
the duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Board
of Directors, the Chairman of the Board or the President.
SECTION 11. OTHER DUTIES OF OFFICERS. Any officer of
the Corporation shall have, in addition to the duties prescribed
herein or by law, such other duties as from time to time shall
be prescribed by the Board of Directors, the Chairman of the
Board or the President.
ARTICLE V
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Capital Stock
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SECTION 1. CERTIFICATES. The shares of capital stock of
the Corporation shall be evidenced by certificates in forms
prescribed by the Board of Directors and executed in any manner
permitted by law and stating thereon the information required by
law. Transfer agents and/or registrars for one or more classes
of the stock of the Corporation may be appointed by the Board of
Directors and may be required to countersign certificates
representing stock of such class or classes. In the event that
any officer whose signature or facsimile thereof shall have been
used on a stock certificate shall for any reason cease to be an
officer of the Corporation and such certificate shall not then
have been delivered by the Corporation, the Board of Directors
may nevertheless adopt such certificate and it may then be
issued and delivered as though such person had not ceased to be
an officer of the Corporation.
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SECTION 2. LOST, DESTROYED AND MUTILATED CERTIFICATES.
Holders of the stock of the Corporation shall immediately notify
the Corporation of any loss, destruction or mutilation of the
certificate therefor, and the Board of Directors may, in its
discretion, cause one or more new certificates for the same
number of shares in the aggregate to be issued to such
stockholder upon the surrender of the mutilated certificate or
upon satisfactory proof of such loss or destruction, and the
deposit of a bond in such form and amount and with such surety
as the Board of Directors may require.
SECTION 3. TRANSFER OF STOCK. The stock of the
Corporation shall be transferable or assignable only on the
books of the Corporation by the holders in person or by attorney
on surrender of the certificate for such shares duly endorsed
and, if sought to be transferred by attorney, accompanied by a
written power of attorney to have the same transferred on the
books of the Corporation. The Corporation will recognize the
exclusive right of the person registered on its books as the
owner of shares to receive dividends and to vote as such owner.
SECTION 4. FIXING RECORD DATE. For the purpose of
determining shareholders entitled to notice of or to vote at any
meeting of the shareholders or any adjournment thereof, or
entitled to receive payment for any dividend, or in order to
make a determination of shareholders for any other proper
purpose, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such
date in any case to be not more than seventy (70) days prior to
the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no record
date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date
on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section such determination shall
apply to any adjournment thereof.
ARTICLE VI
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Miscellaneous Provisions
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SECTION 1. SEAL. The seal of the Corporation shall
consist of a flat-face circular die, of which there may be any
number of counterparts, on which there shall be engraved in the
center the words "Albemarle Corporation."
SECTION 2. FISCAL YEAR. The fiscal year of the
Corporation shall end on December 31st of each year, and shall
consist of such accounting periods as may be recommended by the
Treasurer and approved by the Executive Committee.
SECTION 3. BOOKS AND RECORDS. 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, class and series
of the shares being held.
Any person who shall have been a shareholder of record
for at least six months immediately preceding his demand or who
shall be the holder of record of at least five
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percent (5%) of all the outstanding shares of the Corporation,
upon written demand stating the purpose thereof, shall have the
right to examine, in person, or by agent or attorney at any
reasonable time or times, for any proper purpose, its books and
records of account, minutes and records of shareholders and to
make extracts therefrom. Upon the written request of a
shareholder, the Corporation shall mail to such shareholder its
most recent published financial statements showing in reasonable
detail its assets and liabilities and the results of its
operations.
The Board of Directors shall, subject to the provisions
of the foregoing paragraph of this section, to the provisions of
Section 7 of Article I and to the laws of the Commonwealth of
Virginia, have the power to determine from time to time whether
and to what extent and under what conditions and limitations the
accounts, records and books of the Corporation, or any of them,
shall be open to the inspection of the shareholders.
SECTION 4. CHECKS, NOTES AND DRAFTS. Checks, notes,
drafts and other orders for the payment of money shall be signed
by such persons as the Board of Directors from time to time may
authorize. When the Board of Directors so authorizes, however,
the signature of any such person may be a facsimile.
SECTION 5. AMENDMENT OF BY-LAWS. These By-laws may be
amended or altered at any meeting of the Board of Directors by
affirmative vote of a majority of the number of Directors fixed
by these By-laws. The shareholders entitled to vote in respect
of the election of directors, however, shall have the power to
rescind, alter, amend or repeal any By-laws and to enact By-laws
which, if expressly so provided, may not be amended, altered or
repealed by the Board of Directors.
SECTION 6. VOTING OF STOCK HELD. The Chairman of the
Board or such other officer or officers as may be designated by
the Board of Directors or the Executive Committee shall from
time to time appoint an attorney or attorneys or agent or agents
of this Corporation, in the name and on behalf of this
Corporation, to cast the vote which this Corporation may be
entitled to cast as a shareholder or otherwise in any other
corporation any of whose stock or securities may be held in this
Corporation, at meetings of the holders of the stock or other
securities of such other corporation, or to consent in writing
to any action by any of such other corporation, and shall
instruct the person or persons so appointed as to the manner of
casting such votes or giving such consent and may execute or
cause to be executed on behalf of this Corporation and under its
corporate seal or otherwise, such written proxies, consents,
waivers or other instruments as may be necessary or proper in
the premises; or, in lieu of such appointment, the Chairman of
the Board or any such designated officer or officers may attend
in person any meetings of the holders of stock or other
securities of any such other corporation and there vote or
exercise any or all power of this Corporation as the holder of
such stock or other securities of such other corporation.
SECTION 7. CONTROL SHARE ACQUISITION STATUTE. Article
14.1 of the Virginia Stock Corporation Act ("Control Share
Acquisitions") shall not apply to acquisitions of shares of
stock of the Corporation.
Updated 2/23/00