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EXHIBIT 3(ii)
ALBEMARLE CORPORATION
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BYLAWS
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ARTICLE I
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Meeting of Shareholders
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Section 1. Places of Meetings.
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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 Company 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 Bylaws, 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 Company.
Section 5. Quorum.
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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.
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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 such share standing in his or her name on the books of the
Company at the record date for such meeting, provided that the record date shall
not be more than seventy (70) days prior to the meeting.
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Section 7. Voting List.
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The officer or agent having charge of the stock transfer books for shares of the
Company 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 Company 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 Company
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 Company'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 Company who was a shareholder of
record of the Company 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 Company
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 Company 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 Company
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 Company). 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
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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 Bylaws of the
Company, 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 Company's books, and of
such beneficial owner, (2) the class and number of shares of capital stock of
the Company 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 Company 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
Company'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 Company
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 Company to solicit proxies for such annual meeting. The Company
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 Company.
(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 Company at an annual meeting is
increased and there is no public announcement by the Company 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 Company not later than the
close of business on the tenth day following the day on which such public
announcement is first made by the Company.
(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 Company'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 Company'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
Company who is a shareholder of record at the time the notice provided for in
this section is delivered to the Secretary of the Company, who is entitled to
vote at the meeting and upon such election and
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who complies with the notice procedures set forth in this section. In the event
the Company 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 Company'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 Company 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 Company 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 Company 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 Company.
(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
Company 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 Company'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.
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Section 9. Inspectors.
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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.
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The property, affairs and business of the Company 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 Bylaws, all of the powers of the
Company 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.
Section3. 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 Bylaws 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.
----------------------
(a) 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, telephone, in person, or
other form of electronic transmission as provided by Virginia Code 13.1-686(c)
as amended from time to time, 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
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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.
(b) The Board of Directors may permit any or all Directors to participate in a
regular or special meeting by, or conduct the meeting through the use of, any
means of communication by which all Directors participating may simultaneously
hear each other during the meeting. A Director participating in a meeting by
this means is deemed to be present at the meeting.
(c) Action required to be taken at a Board of Directors' meeting may be taken
without a meeting if the action is taken by all Directors. The action shall be
evidenced by one or more consents stating the action taken, signed by each
Director either before or after the action taken, and included in the minutes or
filed with the corporate records reflecting the action taken. Any written
consent and the signing thereof may be accomplished by one or more electronic
transmissions, as provided by Virginia Code Section 13.1-603 as amended from
time to time.
ARTICLE III
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Committees
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Section 1. Executive Committee.
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(a) On recommendation of the Nominating and Governance Committee, the Board of
Directors shall, by vote of a majority of the number of Directors fixed by these
Bylaws, 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 on the Executive Committee shall be filled by the Board
of Directors.
(b) 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 Bylaws, 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.
Section 2. Executive Compensation Committee.
---------------------------------
(a) On recommendation of the Nominating and Governance 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 and each of
whom shall satisfy the independence requirements of the New York Stock Exchange
("NYSE"), as amended from time to time. The responsibilities of the Executive
Compensation Committee shall be set forth in its charter as approved by the
Board of Directors.
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(b) The Executive Compensation Committee shall fix its own rules of procedure.
The Committee shall keep minutes of its meetings, and all action taken shall be
reported to the Board of Directors. Vacancies on 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.
Section 3. Audit Committee.
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(a) On recommendation of the Nominating and Governance 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 NYSE, as amended from
time to time. The responsibilities of the Audit Committee shall be set forth in
its charter as approved by the Board of Directors.
(b) The Audit Committee shall fix its own rules of procedure. The Committee
shall keep minutes of all of its meetings, and all action taken shall be
reported to the Board of Directors. Vacancies on the Audit Committee shall be
filled by the Board of Directors, and members shall be subject to removal by the
Board at any time.
Section 4. Nominating and Governance Committee.
------------------------------------
(a) On recommendation of the Nominating and Governance Committee, the Board of
Directors shall, at its regular annual meeting, designate a Nominating and
Governance Committee, which shall consist of three or more Directors each of
whom shall satisfy the independence requirements of the NYSE, as amended from
time to time. The responsibilities of the Nominating and Governance Committee
shall be set forth in its charter as approved by the Board of Directors.
(b) The Nominating and Governance Committee shall fix its own rules of
procedure. The Committee shall keep minutes of its meetings, and all action
taken shall be reported to the Board of Directors. Vacancies on the Nominating
and Governance Committee shall be filled by the Board of Directors, and members
shall be subject to removal by the Board at any time.
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.
Section 6. Notice of Committee Meetings; Quorum.
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Meetings of any 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 Committee. Not less than twelve
(12) hours' notice shall be given by letter, telegraph, telephone, in person,
or, in the manner provided in Section 4 of Article II, electronically, of all
meetings of any Committee, provided that notice need not be given of regular
meetings held at times and places fixed by resolution of the Committee and
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 Committee then
serving shall constitute a quorum for the transaction of business at any
meeting.
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ARTICLE IV
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Officers
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Section 1. Election.
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The officers of the Company 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 may from time to time be elected by the Board of Directors,
including, without limitation, one or more Assistant Secretaries and Assistant
Treasurers. 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 offices may be combined in the same person as the Board of
Directors may determine.
Section 2. Removal of Officers; Vacancies.
-------------------------------
Any officer of the Company 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 Bylaws. Vacancies may be filled at any
meeting of the Board of Directors.
Section 3. Duties.
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The officers of the Company 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 4. 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 Company and its several officers, subject to the authority of the Board
of Directors. Unless the Board of Directors provides otherwise, the Chief
Executive Officer also shall be the President of the Company. The Chief
Executive Officer may sign and execute in the name of the Company 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 Bylaws to some other officer or agent of the Company 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 5. Chairman of the Board.
----------------------
(a) 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.
(b) The Chairman of the Board may sign and execute in the name of the Company
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 Bylaws to some other officer or agent of the Company 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 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, 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 Company 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
Bylaws to some other officer or agent of the Company or shall be required by law
otherwise to be signed or executed.
Section 7. Duties of the President.
------------------------
The President shall have direct supervision over the business of the Company
subject to the authority of the Board of Directors, the Chief Executive Officer
(if the President is not also Chief Executive Officer) and the Chairman of the
Board. The President may sign and execute in the name of the Company 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 Bylaws to some other officer or agent of the Company 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 8. Duties of the Vice Presidents.
------------------------------
Each Vice President of the Company (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 Company may sign and execute in the name of the
Company 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 Bylaws to some other officer or agent of the
Company 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 Company, 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 Company in accordance with generally
accepted accounting practices; shall exhibit his accounts and records to any of
the Directors of the Company at any time upon request at the office of the
Company; 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 10. Duties of the Secretary.
------------------------
The Secretary shall act as secretary of all meetings of the Board of Directors
and the shareholders of the Company, and shall keep the minutes thereof in the
proper book or books to be provided for that purpose. He shall see that all
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notices required to be given by the Company are duly given and served; shall
have custody of the seal of the Company and shall affix the seal or cause it to
be affixed to all certificates for stock of the Company and to all documents the
execution of which on behalf of the Company under its corporate seal is duly
authorized in accordance with the provisions of these Bylaws; shall have custody
of all deeds, leases, contracts and other important corporate documents; shall
have charge of the books, records and papers of the Company relating to its
organization and management as a Company; 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 11. Other Duties of Officers.
-------------------------
Any officer of the Company 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 Company 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 Company 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 Company and such
certificate shall not then have been delivered by the Company, 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 Company.
Section 2. Lost, Destroyed and Mutilated Certificates.
-------------------------------------------
Holders of the stock of the Company shall immediately notify the Company 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 Company shall be transferable or assignable only on the books
of the Company 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 Company. The Company 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.
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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 V1
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Miscellaneous Provisions
------------------------
Section 1. Seal.
-----
The seal of the Company 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 Company shall end on December 31st of each year.
Section 3. Books and Records.
------------------
The Company shall keep correct and complete books and records of account and
shall keep minutes of the proceedings of its shareholders and Board of
Directors. The Company 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.
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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 Bylaws.
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These Bylaws 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 Bylaws and
to enact Bylaws which, if expressly so provided, may not be amended, altered or
repealed by the Board of Directors.
Section 6. Voting of Stock Held.
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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 Company, in the name and on behalf of this Company, to cast the
vote which this Company may be entitled to cast as a shareholder or otherwise in
any other company any of whose stock or securities may be held in this Company,
at meetings of the holders of the stock or other securities of such other
company, or to consent in writing to any action by any of such other company,
and shall instruct the person or persons so appointed as to the manner
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of casting such votes or giving such consent and may execute or cause to be
executed on behalf of this Company 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 company and there vote or exercise any or all power of this
Company as the holder of such stock or other securities of such other company.
Section 7. Control Share Acquisition Statute.
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Article 14.1 of the Virginia Stock Corporation Act ("Control Share
Acquisitions") shall not apply to acquisitions of shares of stock of the
Company.