Exhibit 3.2
ALBEMARLE CORPORATION
BY-LAWS
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.
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 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.
(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.
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 eleven (11)
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.
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.
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.
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.
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.
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.
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.
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.