BY-LAWS
21
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. All meetings of
the shareholders shall be held at such place, either
within or without the Commonwealth of Virginia, as may,
from time to time, be fixed by the Board of Directors.
SECTION 2. ANNUAL MEETINGS. The annual meeting of
the shareholders, for the election of directors and
transaction of such other business as may come before the
meeting, shall be held each year in Richmond, Virginia at
11:00 a.m. EDT on the fourth Wednesday in April or at
such other date and time as the Board of Directors of the
Corporation may designate from time to time.
SECTION 3. SPECIAL MEETINGS. Special meetings of
shareholders for any purpose or purposes may be called at
any time by the Chairman of the Board or by a majority of
the Board of Directors. At a special meeting, no
business shall be transacted and no corporate action
shall be taken other than that stated in the notice of
the meeting.
SECTION 4. NOTICE OF MEETINGS. Except as
otherwise required by law, written or printed notice
stating the place, day and hour of every meeting of the
shareholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called,
shall be mailed not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each
shareholder of record entitled to vote at such meeting,
at his or her address which appears in the share transfer
books of the Corporation. Meetings may be held without
notice if all the shareholders entitled to vote at the
meeting are present in person or by proxy or if notice is
waived in writing by those not present, either before or
after the meeting.
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Section 5. QUORUM. Except as otherwise required
by the Articles of Incorporation, any number of
shareholders together holding at least a majority of the
outstanding shares of capital stock entitled to vote with
respect to the business to be transacted, who shall be
present in person or represented by proxy at any meeting
duly called, shall constitute a quorum for the
transaction of business. If less than a quorum shall be
in attendance at the time for which a meeting shall have
been called, the meeting may be adjourned from time to
time by a majority of the shareholders present or
represented by proxy without notice other than by
announcement at the meeting.
Section 6. VOTING. At any meeting of the
shareholders each shareholder of a class entitled to vote
on the matters coming before the meeting shall have one
vote, in person or by proxy, for each share of capital
stock standing in his or her name on the books of the
Corporation at the time of such meeting or on any date
fixed by the Board of Directors not more than seventy
(70) days prior to the meeting. Every proxy shall be in
writing, dated and signed by the shareholder entitled to
vote or his duly authorized attorney-in-fact.
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.
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Section 8. SHAREHOLDER PROPOSALS. To be properly
brought before an annual meeting of shareholders,
business must be (i) specified in the notice of meeting
(or any supplement thereto) given by or at the direction
of the Board of Directors, (ii) otherwise properly
brought before the meeting by or at the direction of the
Board of Directors, or (iii) otherwise properly brought
before the meeting by a shareholder. In addition to any
other applicable requirements, for business to be
properly brought before an annual meeting by a
shareholder, the shareholder must have given timely
notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must
be given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the
Corporation not later than ninety (90) days in advance of
the annual meeting. A shareholder's notice to the
Secretary shall set forth as to each matter the
shareholder proposes to bring before the annual meeting
(i) a brief description of the business desired to be
brought before the annual meeting (including the specific
proposal to be presented) and the reasons for conducting
such business at the annual meeting, (ii) the name and
record address of the shareholder proposing such
business, (iii) the class and number of shares of the
Corporation that are beneficially owned by the
shareholder, and (iv) any material interest of the
shareholder in such business.
In the event that a shareholder attempts to bring
business before an annual meeting without complying with
the provisions of this Section 8, the Chairman of the
meeting shall declare to the meeting that the business
was not properly brought before the meeting in accordance
with the foregoing procedures, and such business shall
not be transacted.
No business shall be conducted at the annual
meeting except in accordance with the procedures set
forth in this Section 8, provided, however, that nothing
in this Section 8 shall be deemed to preclude discussion
by any shareholder of any business properly brought
before the annual meeting.
SECTION 9. INSPECTORS. An appropriate number of
inspectors for any meeting of shareholders may be
appointed by the Chairman of such meeting. Inspectors so
appointed will open and close the polls, will receive and
take charge of proxies and ballots, and will decide all
questions as to the qualifications of voters, validity of
proxies and ballots, and the number of votes properly
cast.
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ARTICLE II
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Directors
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SECTION 1. GENERAL POWERS. The property, affairs
and business of the Corporation shall be managed under
the direction of the Board of Directors, and except as
otherwise expressly provided by law, the Articles of
Incorporation or these Bylaws, all of the powers of the
Corporation shall be vested in such Board.
Any contract to which the Corporation is a party
that is (i) not in the ordinary course of business or
(ii) is in the ordinary course of business and involves a
commitment by the Corporation of more than $100,000 and
is not executed by the Chairman of the Board, must be
approved by the Board of Directors or the Executive
Committee prior to delivery.
SECTION 2. NUMBER OF DIRECTORS. The Board of
Directors shall be ten (10) in number.
SECTION 3. ELECTION OF DIRECTORS.
(a) Directors shall be elected each year at the
annual meeting of shareholders.
(b) Directors shall hold their offices for a
term of one year and until their successors are elected.
Any director may be removed from office as set forth in
the Articles of Incorporation.
(c) Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of the
majority of the remaining directors though less than a
quorum of the Board of Directors.
(d) A majority of the number of directors fixed
by these 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.
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SECTION 4. MEETINGS OF DIRECTORS. Meetings of
the Board of Directors shall be held at places within or
without the Commonwealth of Virginia and at times fixed
by resolution of the Board or upon call of the Chairman
of the Board, and the Secretary or officer performing the
Secretary's duties shall give not less than twenty-four
(24) hours' notice by letter, telegraph or telephone (or
in person) of all meetings of the directors, provided
that notice need not be given of regular meetings held at
times and places fixed by resolution of the Board. An
annual meeting of the Board of Directors shall be held as
soon as practicable after the adjournment of the annual
meeting of shareholders. Meetings may be held at any
time without notice if all of the Directors are present,
or if those not present waive notice in writing either
before or after the meeting. Directors may be allowed,
by resolution of the Board, a reasonable fee and expenses
for attendance at meetings.
SECTION 5. NOMINATIONS. Subject to the rights of
holders of any class or series of stock having a
preference over the common stock as to dividends or upon
liquidation, nominations for the election of Directors
shall be made by the Board of Directors or a committee
appointed by the Board of Directors or by any shareholder
entitled to vote in the election of Directors generally.
However, any shareholder entitled to vote in the election
of Directors generally may nominate one or more persons
for election as Directors at a meeting only if written
notice of such shareholder's intent to make such
nomination or nominations has been given, either by
personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later
than (i) with respect to an election to be held at an
annual meeting of shareholders, ninety (90) days in
advance of such meeting, and (ii) with respect to an
election to be held at a special meeting of shareholders
for the election of Directors, the close of business on
the seventh (7th) day following the date on which notice
of such meeting is first given to shareholders. Each
notice shall set forth: (a) the name and address of the
shareholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of stock of
the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice;
(c) a description of all arrangements or understandings
between the shareholder and each nominee and any other
person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be
made by the shareholder; (d) such other information
regarding each nominee proposed by such shareholder as
would be required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and
Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and
(e) the consent of each nominee to serve as a Director of
the Corporation if so elected. The Chairman of the
meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing
procedure.
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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 Bylaws, designate an Executive
Committee which shall consist of three or more Directors,
including the Chairman of the Board. The members of the
Executive Committee shall serve until their successors
are designated by the Board of Directors, until removed
or until the Executive Committee is dissolved by the
Board of Directors. All vacancies which may occur in the
Executive Committee shall be filled by the Board of
Directors.
When the Board of Directors is not in session, the
Executive Committee shall have all power vested in the
Board of Directors by law, the Articles of Incorporation
or these By- laws, except as otherwise provided in the
Virginia Stock Corporation Act. The Executive Committee
shall report at the next regular or special meeting of
the Board of Directors all action which the Executive
Committee may have taken on behalf of the Board since the
last regular or special meeting of the Board of
Directors.
Meetings of the Executive Committee shall be held
at such places and at such times fixed by resolution of
the Committee, or upon call of the Chairman of the Board.
Not less than twelve (12) hours' notice shall be given by
letter, telegraph or telephone (or in person) of all
meetings of the Executive Committee, provided that notice
need not be given of regular meetings held at times and
places fixed by resolution of the Committee and that
meetings may be held at any time without notice if all of
the members of the Committee are present or if those not
present waive notice in writing either before or after
the meeting. A majority of the members of the Executive
Committee then serving shall constitute a quorum for the
transaction of business at any meeting.
SECTION 2. EXECUTIVE COMPENSATION COMMITTEE. The
Board of Directors, at its regular annual meeting, shall
designate an Executive Compensation Committee which shall
consist of two or more Directors who shall not be
eligible for bonus, stock option or stock appreciation
rights. In addition, the Board at any time may designate
one or more alternate members of such Committee who shall
be Directors not eligible for bonus, stock option or
stock appreciation rights who may act in place of any
absent regular member upon invitation by the Chairman or
Secretary of the Committee.
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With respect to bonuses, the Executive Compensation
Committee shall have and may exercise the powers to
determine the amounts annually available for bonuses
pursuant to any bonus plan or formula approved by the
Board, to determine bonus awards to executive officers
and to exercise such further powers with respect to
bonuses as may from time to time be conferred by the
Board of Directors.
With respect to salaries, the Executive Compensation
Committee shall have and may exercise the power to fix
and determine from time to time all salaries of the
executive officers of the Corporation, and such further
powers with respect to salaries as may from time to time
be conferred by the Board of Directors.
The Executive Compensation Committee shall administer
the Corporation's Incentive Stock Option Plan (the Plan)
and from time to time may grant, consistent with the
Plan, stock options and stock appreciation rights and
authorize the granting of restricted stock awards.
Vacancies in the Executive Compensation Committee
shall be filled by the Board of Directors, and members
shall be subject to removal by the Board at any time.
The Executive Compensation Committee shall fix its
own rules of procedure. A majority of the number of
regular members then serving shall constitute a quorum;
and regular and alternate members present shall be
counted to determine whether there is a quorum. The
Executive Compensation Committee shall keep minutes of
its meetings, and all action taken by it shall be
reported to the Board of Directors.
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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 two or more Directors
whose membership on the Committee shall meet the
requirements set forth in the rules of the New York Stock
Exchange, as amended from time to time. Vacancies in the
Committee shall be filled by the Board of Directors with
Directors meeting the requirements set forth above,
giving consideration to continuity of the Committee, and
members shall be subject to removal by the Board at any
time. The Committee shall fix its own rules of procedure
and a majority of the members serving shall constitute a
quorum. The Committee shall meet at least twice a year
with both the internal and the Corporation's outside
auditors present at each meeting and shall keep minutes
of its meetings and all action taken shall be reported to
the Board of Directors. The Committee shall review the
reports and minutes of any audit committees of the
Corporation's subsidiaries. The Committee shall review
the Corporation's financial reporting process, including
accounting policies and procedures. The Committee shall
examine the report of the Corporation's outside auditors,
consult with them with respect to their report and the
standards and procedures employed by them in their audit,
report to the Board the results of its study and
recommend the selection of auditors for each fiscal year.
SECTION 4. NOMINATING COMMITTEE. The Board of
Directors shall designate a Nominating Committee which
shall consist of three or more Directors. The Committee
shall make recommendations to the Board regarding
nominees for election as Directors by the shareholders at
each Annual Shareholders' Meeting and make such other
recommendations regarding tenure, classification and
compensation of Directors as the Committee may deem
advisable from time to time. The Committee shall fix its
own rules of procedure and a majority of the members
serving shall constitute a quorum.
SECTION 5. OTHER COMMITTEES OF THE BOARD. The
Board of Directors, by resolution duly adopted, may
establish such other committees of the Board as it may
deem advisable and the members, terms and authority of
such committees shall be as set forth in the resolutions
establishing the same.
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ARTICLE IV
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Officers
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SECTION 1. ELECTION. The officers of the
Corporation shall consist of a Chairman of the Board, a
Vice Chairman of the Board, a President, one or more Vice
Presidents (any one or more of whom may be designated as
Executive Vice Presidents or Senior Vice Presidents), a
Secretary and a Treasurer. In addition, such other
officers as are provided in Section 3 of this Article may
from time to time be elected by the Board of Directors.
All officers shall hold office until the next annual
meeting of the Board of Directors or until their
successors are elected. The Chairman of the Board, the
Vice Chairman of the Board and the President shall be
chosen from among the Directors. Any two officers may be
combined in the same person as the Board of Directors may
determine, except that the President and Secretary may
not be the same person.
SECTION 2. REMOVAL OF OFFICERS; VACANCIES. Any
officer of the Corporation may be removed summarily with
or without cause, at any time by a resolution passed at
any meeting by affirmative vote of a majority of the
number of Directors fixed by these Bylaws. 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.
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SECTION 5. DUTIES OF THE CHAIRMAN OF THE BOARD.
The Chairman of the Board shall be the chief executive
officer of the Corporation. He shall be responsible for
the execution of the policies of the Board of Directors,
shall serve as the Chairman of the Executive Committee
and shall have direct supervision over the business of
the Corporation and its several officers, subject to the
authority of the Board of Directors. Except as otherwise
provided in these Bylaws or the resolutions establishing
such committees, he shall be ex officio a member of all
committees of the Board with the power to vote. He shall
preside at all meetings of shareholders, the Board of
Directors and the Executive Committee. In the incapacity
or absence of the President, the Chairman of the Board
shall perform the duties and have the authority of the
President. The Chairman of the Board may sign and
execute in the name of the Corporation deeds, mortgages,
bonds, contracts or other instruments, except in cases
where the signing and the execution thereof shall be
expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation
or shall be required by law otherwise to be signed or
executed. In addition, he shall perform all duties
incident to the office of the Chairman of the Board and
such other duties as from time to time may be assigned to
him by the Board of Directors.
SECTION 6. DUTIES OF THE VICE CHAIRMAN OF THE
BOARD. The Vice Chairman of the Board shall perform all
duties incident to the office of the Vice Chairman of the
Board and shall have such other powers and duties as may
from time to time be assigned to him by the Board of
Directors or the Chairman of the Board. The Vice
Chairman of the Board shall perform the duties of the
Chairman of the Board in the absence of the Chairman of
the Board. The Vice Chairman of the Board may sign and
execute in the name of the Corporation deeds, mortgages,
bonds, contracts and other instruments, except in cases
where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation
or shall be required by law otherwise to be signed or
executed.
SECTION 7. DUTIES OF THE PRESIDENT. The
President shall be the Chief Operating Officer of the
Corporation and shall have direct supervision over the
business of the Corporation and its several officers,
subject to the authority of the Board of Directors and
the Chairman of the Board, and shall consult with and
report to the aforementioned officer. The President may
sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts or other instruments, except
in cases where the signing and the execution thereof
shall be expressly delegated by the Board of Directors or
by these Bylaws to some other officer or agent of the
Corporation or shall be required by law otherwise to be
signed or executed. In addition, he shall perform all
duties incident to the office of the President and such
other duties as from time to time may be assigned to him
by the Board of Directors or the Chairman of the Board.
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SECTION 8. DUTIES OF THE VICE PRESIDENTS. Each
Vice President of the Corporation (including any
Executive Vice President and Senior Vice President) shall
have powers and duties as may from time to time be
assigned to him by the Board of Directors, the Chairman
of the Board or the President. When there shall be more
than one Vice President of the Corporation, the Board of
Directors may from time to time designate one of them to
perform the duties of the President in the absence of the
President. Any Vice President of the Corporation may
sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts and other instruments, except
in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation
or shall be required by law otherwise to be signed or
executed.
SECTION 9. DUTIES OF THE TREASURER. The
Treasurer shall have charge and custody of and be
responsible for all funds and securities of the
Corporation, and shall cause all such funds and
securities to be deposited in such banks and depositories
as the Board of Directors from time to time may direct.
He shall maintain adequate accounts and records of all
assets, liabilities and transactions of the Corporation
in accordance with generally accepted accounting
practices; shall exhibit his accounts and records to any
of the Directors of the Corporation at any time upon
request at the office of the Corporation; shall render
such statements of his accounts and records and such
other statements to the Board of Directors and officers
as often and in such manner as they shall require; and
shall make and file (or supervise the making and filing
of) all tax returns required by law. He shall in general
perform all duties incident to the office of Treasurer
and such other duties as from time to time may be
assigned to him by the Board of Directors, the Chairman
of the Board or the President.
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SECTION 10. DUTIES OF THE SECRETARY. The
Secretary shall act as secretary of all meetings of the
Board of Directors, the Executive Committee and all other
Committees of the Board, and the shareholders of the
Corporation, and shall keep the minutes thereof in the
proper book or books to be provided for that purpose. He
shall see that all notices required to be given by the
Corporation are duly given and served; shall have custody
of the seal of the Corporation and shall affix the seal
or cause it to be affixed to all certificates for stock
of the Corporation and to all documents the execution of
which on behalf of the Corporation under its corporate
seal is duly authorized in accordance with the provisions
of these 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
Corporation relating to its organization and management
as a Corporation; shall see that the reports, statements
and other documents required by law (except tax returns)
are properly filed; and shall, in general, perform all
the duties incident to the office of Secretary and such
other duties as from time to time may be assigned to him
by the Board of Directors, the Chairman of the Board or
the President.
SECTION 11. OTHER DUTIES OF OFFICERS. Any officer
of the Corporation shall have, in addition to the duties
prescribed herein or by law, such other duties as from
time to time shall be prescribed by the Board of
Directors, the Chairman of the Board or the President.
ARTICLE V
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Capital Stock
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SECTION 1. CERTIFICATES. The shares of capital
stock of the Corporation shall be evidenced by
certificates in forms prescribed by the Board of
Directors and executed in any manner permitted by law and
stating thereon the information required by law.
Transfer agents and/or registrars for one or more classes
of the stock of the Corporation may be appointed by the
Board of Directors and may be required to countersign
certificates representing stock of such class or classes.
In the event that any officer whose signature or
facsimile thereof shall have been used on a stock
certificate shall for any reason cease to be an officer
of the Corporation and such certificate shall not then
have been delivered by the Corporation, the Board of
Directors may nevertheless adopt such certificate and it
may then be issued and delivered as though such person
had not ceased to be an officer of the Corporation.
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SECTION 2. LOST, DESTROYED AND MUTILATED
CERTIFICATES. Holders of the stock of the Corporation
shall immediately notify the Corporation of any loss,
destruction or mutilation of the certificate therefor,
and the Board of Directors may, in its discretion, cause
one or more new certificates for the same number of
shares in the aggregate to be issued to such stockholder
upon the surrender of the mutilated certificate or upon
satisfactory proof of such loss or destruction, and the
deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.
SECTION 3. TRANSFER OF STOCK. The stock of the
Corporation shall be transferable or assignable only on
the books of the Corporation by the holders in person or
by attorney on surrender of the certificate for such
shares duly endorsed and, if sought to be transferred by
attorney, accompanied by a written power of attorney to
have the same transferred on the books of the
Corporation. The Corporation will recognize the
exclusive right of the person registered on its books as
the owner of shares to receive dividends and to vote as
such owner.
SECTION 4. FIXING RECORD DATE. For the purpose
of determining shareholders entitled to notice of or to
vote at any meeting of the shareholders or any
adjournment thereof, or entitled to receive payment for
any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of
Directors may fix in advance a date as the record date
for any such determination of shareholders, such date in
any case to be not more than seventy (70) days prior to
the date on which the particular action, requiring such
determination of shareholders, is to be taken. If no
record date is fixed for the determination of
shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When
a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this
section such determination shall apply to any adjournment
thereof.
ARTICLE VI
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Miscellaneous Provisions
-------------------------
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."
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SECTION 2. FISCAL YEAR. The fiscal year of the
Corporation shall end on December 31st of each year, and
shall consist of such accounting periods as may be
recommended by the Treasurer and approved by the
Executive Committee.
SECTION 3. BOOKS AND RECORDS. The Corporation
shall keep correct and complete books and records of
account and shall keep minutes of the proceedings of its
shareholders and Board of Directors; and shall keep at
its registered office or principal place of business, or
at the office of its transfer agent or registrar a record
of its shareholders, giving the names and addresses of
all shareholders, and the number, class and series of the
shares being held.
Any person who shall have been a shareholder of
record for at least six months immediately preceding his
demand or who shall be the holder of record of at least
five percent (5%) of all the outstanding shares of the
Corporation, upon written demand stating the purpose
thereof, shall have the right to examine, in person, or
by agent or attorney at any reasonable time or times, for
any proper purpose, its books and records of account,
minutes and records of shareholders and to make extracts
therefrom. Upon the written request of a shareholder,
the Corporation shall mail to such shareholder its most
recent published financial statements showing in
reasonable detail its assets and liabilities and the
results of its operations.
The Board of Directors shall, subject to the
provisions of the foregoing paragraph of this section, to
the provisions of Section 7 of Article I and to the laws
of the Commonwealth of Virginia, have the power to
determine from time to time whether and to what extent
and under what conditions and limitations the accounts,
records and books of the Corporation, or any of them,
shall be open to the inspection of the shareholders.
SECTION 4. CHECKS, NOTES AND DRAFTS. Checks,
notes, drafts and other orders for the payment of money
shall be signed by such persons as the Board of Directors
from time to time may authorize. When the Board of
Directors so authorizes, however, the signature of any
such person may be a facsimile.
SECTION 5. AMENDMENT OF BYLAWS. These Bylaws may
be amended or altered at any meeting of the Board of
Directors by affirmative vote of a majority of the number
of Directors fixed by these Bylaws. 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.
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SECTION 6. VOTING OF STOCK HELD. The Chairman of
the Board or such other officer or officers as may be
designated by the Board of Directors or the Executive
Committee shall from time to time appoint an attorney or
attorneys or agent or agents of this Corporation, in the
name and on behalf of this Corporation, to cast the vote
which this Corporation may be entitled to cast as a
shareholder or otherwise in any other corporation any of
whose stock or securities may be held in this
Corporation, at meetings of the holders of the stock or
other securities of such other corporation, or to consent
in writing to any action by any of such other
corporation, and shall instruct the person or persons so
appointed as to the manner of casting such votes or
giving such consent and may execute or cause to be
executed on behalf of this Corporation and under its
corporate seal or otherwise, such written proxies,
consents, waivers or other instruments as may be
necessary or proper in the premises; or, in lieu of such
appointment, the Chairman of the Board or any such
designated officer or officers may attend in person any
meetings of the holders of stock or other securities of
any such other corporation and there vote or exercise any
or all power of this Corporation as the holder of such
stock or other securities of such other corporation.
SECTION 7. CONTROL SHARE ACQUISITION STATUTE.
Article 14.1 of the Virginia Stock Corporation Act
("Control Share Acquisitions") shall not apply to
acquisitions of shares of stock of the Corporation.