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EXHIBIT 3(ii)
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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 at 11:00 a.m. EST on the fourth Wednesday
in March 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 Chief Executive Officer,
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 or these
By-laws, 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.
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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.
(a) Annual Meetings of Shareholders.
(i) Nominations of persons for election to the Board of Directors of the
Corporation and the proposal of business to be considered by the shareholders
may be made at an annual meeting of shareholders only (A) pursuant to the
Corporation's notice of meeting (or any supplement thereto), (B) by or at the
direction of the Board of Directors or (C) by any shareholder of the Corporation
who was a shareholder of record of the Corporation who is entitled to vote at
the meeting at the time the notice provided for in this section is delivered to
the Secretary of the Corporation and who complies with the notice procedures set
forth in this section.
(ii) For nominations or other business to be properly brought before an
annual meeting by a shareholder pursuant to clause (C) of paragraph (a)(i) of
this section, the shareholder must have given timely notice thereof in writing
to the Secretary of the Corporation and any such proposed business other than
the nominations of persons for election to the Board of Directors must
constitute a proper matter for shareholder action. To be timely, a shareholder's
notice shall be delivered to the Secretary at the principal executive offices of
the Corporation not later than the close of business on the ninetieth day nor
earlier than the close of business on the one hundred twentieth day prior to the
first anniversary of the preceding year's annual meeting (provided, however,
that in the event that the date of the annual meeting is more than thirty days
before or more than seventy days after such anniversary date, notice by the
shareholder must be so delivered not earlier than the close of business on the
one hundred twentieth day prior to such annual meeting and not later than the
close of business on the later of the ninetieth day prior to such annual meeting
or the tenth day following the day on which public announcement of the date of
such meeting is first made by the Corporation). In no event shall the public
announcement of an adjournment or postponement of an annual meeting commence a
new time period (or extend any time period) for the giving of a shareholder's
notice as described above. Such shareholder's notice shall set forth: (A) as to
each person whom the shareholder proposes to nominate for election as a director
all information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors in an election contest, or is
otherwise required in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (and such person's written
consent to being named in the proxy statement as a nominee and to serving as
such a director if elected);(B) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the text of the proposal or business
(including the text of any resolutions proposed for consideration and in the
event that such business includes a proposal to amend the By-laws of the
Corporation, the language of the proposed amendment), the reasons for conducting
such business at the meeting and any material interest in such business of such
shareholder and for the beneficial owner, if any, on whose behalf the proposal
is made; and (C) as to the shareholder giving the notice and the beneficial
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owner, if any, on whose behalf the nomination or proposal is made (1) the name
and address of such shareholder, as they appear on the Corporation's books, and
of such beneficial owner, (2) the class and number of shares of capital stock of
the Corporation that are owned beneficially and of record by such shareholder
and such beneficial owner, (3) 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 propose such business
or nomination, and (4) a representation whether the shareholder or the
beneficial owner, if any, intends or is part of a group that intends (a) to
deliver a proxy statement and/or form of proxy to holders of at least the
percentage of the Corporation's outstanding capital stock required to approve or
adopt the proposal or elect the nominee and/or (b) otherwise to solicit proxies
from shareholders in support of such proposal or nomination. The foregoing
notice requirements shall be deemed satisfied by a shareholder if the
shareholder has notified the Corporation of his intention to present a proposal
at an annual meeting in compliance with Rule 14a-8 (or any successor thereof)
promulgated under the Exchange Act and such shareholder's proposal has been
included in a proxy statement that has been prepared by the Corporation to
solicit proxies for such annual meeting. The Corporation may require any
proposed nominee to furnish such other information as it may reasonably require
to determine the eligibility of such proposed nominee to serve as a director of
the Corporation.
(iii) Notwithstanding anything in the second sentence of paragraph (a)(ii)
of this section to the contrary, in the event that the number of directors to be
elected to the Board of Directors of the Corporation at an annual meeting is
increased and there is no public announcement by the Corporation naming the
nominees for the additional directorships at least one hundred days prior to the
first anniversary of the preceding year's annual meeting, a shareholder's notice
required by this section shall also be considered timely, but only with respect
to nominees for the additional directorships, if it shall be delivered to the
Secretary at the principal executive offices of the Corporation not later than
the close of business on the tenth day following the day on which such public
announcement is first made by the Corporation.
(b) Special Meetings of Shareholders. Only such business shall be conducted
at a special meeting of shareholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting. Nominations of persons
for election to the Board of Directors may be made at a special meeting of
shareholders at which directors are to be elected pursuant to the Corporation's
notice of meeting (i) by or at the direction of the Board of Directors or
(ii) provided that the Board of Directors has determined that directors shall be
elected at such meeting, by any shareholder of the Corporation who is a
shareholder of record at the time the notice provided for in this section is
delivered to the Secretary of the Corporation, who is entitled to vote at the
meeting and upon such election and who complies with the notice procedures set
forth in this section. In the event the Corporation calls a special meeting of
shareholders for the purpose of electing one or more directors to the Board of
Directors, any such shareholder entitled to vote in such election of directors
may nominate a person or persons, as the case may be, for election to such
position(s) as specified in the Corporation's notice of meeting, if the
shareholder's notice required by paragraph (a)(ii) of this section is delivered
to the Secretary at the principal executive offices of the Corporation not
earlier than the close of business on the one hundred twentieth day prior to
such special meeting, and not later than the close of business on the later of
the ninetieth day prior to such special meeting or the tenth day following the
day on which public announcement is first made of the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting. In no event shall the public announcement of an adjournment or
postponement of a special meeting commence a new time period (or extend any time
period) for giving of a shareholder's notice as described above.
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(c) General.
(i) Only such persons who are nominated in accordance with the procedures
set forth in this section shall be eligible at an annual or special meeting of
shareholders of the Corporation to serve as directors and only such business
shall be conducted at a meeting of shareholders as shall have been brought
before the meeting in accordance with the procedures set forth in this section.
Except as otherwise provided by law, the Chairman of the meeting shall have the
power and duty (A) to determine whether a nomination or any business proposed to
be brought before the meeting was made or proposed, as the case may be, in
accordance with the procedures set forth in this section (including whether the
shareholder or beneficial owner, if any, on whose behalf the nomination or
proposal is made solicited (or is part of a group which solicited) or did not so
solicit, as the case may be, proxies in support of such shareholder's nominee or
proposal in compliance with such shareholder's representation as required by
clause (a)(ii)(C) of this section) and (B) to declare that such nomination shall
be disregarded or that such proposed business shall not be transacted.
Notwithstanding the foregoing provisions of this section, if the shareholder (or
a designated representative of the shareholder) does not appear at the annual or
special meeting of shareholders of the Corporation to present a nomination or
business, such nomination shall be disregarded and such proposed business shall
not be transacted, notwithstanding that proxies in respect of such vote may have
been received by the Corporation.
(ii) For purposes of this section, "public announcement" shall include
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Exchange Act.
(iii) Notwithstanding the foregoing provisions of this section, a
shareholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this section. Nothing in this section shall be deemed to affect any
rights (A) of shareholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(B) of the holders of any series of preferred stock to elect directors pursuant
to any applicable provisions of the articles of incorporation.
Section 9. Inspectors. An appropriate number of inspectors for any meeting
of shareholders shall 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.
Section 2. Number of Directors. The Board of Directors shall be nine (9) in
number. By amendment of these Bylaws the Board of Directors or the shareholders
may increase or decrease the number of directors; provided, however, that the
Board of Directors may not increase or decrease the number of directors by more
than thirty percent of the number of directors last elected by the shareholders.
Section 3. Election of Directors.
(a) Directors shall be elected each year at the annual meeting of
shareholders.
(b) Directors shall hold their offices until the next annual meeting of the
shareholders 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 Chief Executive Officer or
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.
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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. 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 Chief
Executive Officer, the Chairman of the Board or the Chairman of the Executive
Committee. 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 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 three 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, after receiving the recommendations of the Chief Executive Officer
and other members of management, 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, after
receiving the recommendations of the Chief Executive Officer and other members
of management, 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.
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Section 3. Audit Committee. The Board of Directors at its regular annual
meeting shall designate an Audit Committee which shall consist of three 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.
The primary function of the Committee shall be to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing and
overseeing (i) the financial reports and other financial information provided by
the Corporation to any governmental body or the public, (ii) the Corporation's
system of internal controls regarding finance and accounting that the
Corporation's management and the Board have established, (iii) the independence
of the Corporation's outside auditors and the performance of the Corporation's
internal and outside auditors and (iv) the Corporation's auditing, accounting
and financial reporting processes generally. 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,
report to the Board the results of its study and recommend the selection of
auditors for each fiscal year.
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 Corporation's internal and outside auditors present.
The Committee shall keep minutes of all of its meetings and all action taken
shall be reported to the Board of Directors.
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 the Board 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.
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ARTICLE IV
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Officers
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Section 1. Election. The officers of the Corporation may consist of a Chief
Executive Officer, 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 and
the Vice Chairman of the Board shall be chosen from among the Directors. Any two
officers may be combined in the same person as the Board of Directors may
determine.
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 Chief Executive Officer. The Chief Executive
Officer shall be responsible for the execution of the policies of the Board of
Directors and shall have supervision over the business of the Corporation and
its several officers, subject to the authority of the Board of Directors. In the
incapacity or absence of the President, the Chief Executive Officer shall
perform the duties and have the authority of the President. The Chief Executive
Officer 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 Chief Executive Officer and
such other duties as from time to time may be assigned to him by the Board of
Directors.
Section 6. Chairman of the Board. The Chairman of the Board shall preside
at all meetings of shareholders, the Board of Directors and, unless there is a
Chairman of the Executive Committee, the Executive Committee.
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.
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Section 7. 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, the Chief Executive Officer
or 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 8. 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 subject to the authority of the Board of Directors,
the Chief Executive Officer and the Chairman of the Board. 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.
Section 9. 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 that are customary for that office and such other
powers and duties as may from time to time be assigned to him. 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 10. 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 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.
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Section 11. Duties of the Secretary. The Secretary shall act as secretary
of all meetings of the Board of Directors 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.
Section 12. 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.
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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 by the Chief Executive Officer or the Chairman of the Board and by
the Secretary or an Assistant Secretary 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.
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 shareholder 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.
Except as otherwise required by law, 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.
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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.
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.
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. 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 Chief Executive Officer, 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 Chief Executive Officer, 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.