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TREDEGAR INDUSTRIES, INC.
AMENDED BY-LAWS
As amended and in effect on February 24, 1995
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TREDEGAR INDUSTRIES, INC.
AMENDED BY-LAWS
ARTICLE I
Meeting of Shareholders
Section 1. Places of Meetings. All meetings of the
shareholders shall be held at such place, either within or
without the State 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
in each year on the fourth Wednesday in May, at 2:00 p.m.,
Richmond, Virginia time, or on such other date and at such other
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 President of the Corporation, 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 nor more than sixty
days before the date of the meeting to each shareholder of record
entitled to vote at such meeting, at his address which appears in
the share transfer books of the Corporation. Meetings may be
held without notice if all the shareholders entitled to vote at
the meeting are present in person or by proxy or if notice is
waived in writing by those not present, either before or after
the meeting.
Section 5. Quorum. Except as otherwise required by the
Articles of Incorporation, any number of shareholders together
holding at least a majority of the outstanding shares of capital
stock entitled to vote with respect to the business to be
transacted, who shall be present in person or represented by
proxy at any meeting duly called, shall constitute a quorum for
the transaction of business. If less than a quorum shall be in
attendance at the time for which a meeting shall have been
called, the meeting may be adjourned from time to time by a
majority of the shareholders present or represented by proxy
without notice other than by announcement at the meeting.
Section 6. Voting. At any meeting of the shareholders each
shareholder of a class entitled to vote on the matters coming
before the meeting shall have one vote, in person or by proxy,
for each share of capital stock standing in his or her name on
the books of the Corporation at the time of such meeting or on
any date fixed by the Board of Directors not more than seventy
(70) days prior to the meeting. Every proxy shall be in writing,
dated and signed by the shareholder entitled to vote or his duly
authorized attorney-in-fact.
Section 7. Voting List. The officer or agent having charge
of the stock transfer books for shares of the Corporation shall
make, at least ten (10) days before each meeting of shareholders,
a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, with the address of and the
number of shares held by each. Such list, for a period of ten
(10) days prior to such meeting, shall be kept on file at the
registered office of the Corporation or at its principal place of
business or at the office of its transfer agent or registrar and
shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced
and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole
time of the meeting. The original stock transfer books shall be
prima facie evidence as to who are the shareholders entitled to
examine such list or transfer books or to vote at any meeting of
shareholders. If the requirements of this section have not been
substantially complied with, the meeting shall, on the demand of
any shareholder in person or by proxy, be adjourned until the
requirements are complied with.
Section 8. Shareholder Proposals. To be properly brought
before an annual meeting of shareholders, business must be (i)
specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (ii)
otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly
brought before the meeting by a shareholder. In addition to any
other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the
shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a shareholder's
notice must be given, either by personal delivery or by United
States mail, postage prepaid, to the Secretary of the Corporation
not later than ninety (90) days in advance of the annual meeting.
A shareholder's notice to the Secretary shall set forth as to
each matter the shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be
brought before the annual meeting (including the specific
proposal to be presented) and the reasons for conducting such
business at the annual meeting, (ii) the name and record address
of the shareholder proposing such business, (iii) the class and
number of shares of the Corporation that are beneficially owned
by the shareholder, and (iv) any material interest of the
shareholder in such business.
In the event that a shareholder attempts to bring business
before an annual meeting without complying with the provisions of
this Section 8, the Chairman of the meeting shall declare to the
meeting that the business was not properly brought before the
meeting in accordance with the foregoing procedures, and such
business shall not be transacted.
No business shall be conducted at the annual meeting except
in accordance with the procedures set forth in this Section 8,
provided, however, that nothing in this Section 8 shall be deemed
to preclude discussion by any shareholder of any business
properly brought before the annual meeting.
Section 9. Inspectors. An appropriate number of inspectors
for any meeting of shareholders may be appointed by the Chairman
of such meeting. Inspectors so appointed will open and close the
polls, will receive and take charge of proxies and ballots, and
will decide all questions as to the qualifications of voters,
validity of proxies and ballots, and the number of votes properly
cast.
ARTICLE II
Directors
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 ten (10) in number.
Section 3. Election of Directors.
(a) Directors shall be elected at the annual meeting
of shareholders to succeed those Directors whose terms have
expired and to fill any vacancies thus existing.
(b) Directors shall hold their offices for terms as
set forth in the Articles of Incorporation 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 State of
Virginia and at times fixed by resolution of the Board, or upon
call of the President, 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 day following the date on
which notice of such meeting is first given to shareholders.
Each notice shall set forth: (a) the name and address of the
shareholder who intends to make the nomination and of the person
or persons to be nominated; (b) a representation that the
shareholder is a holder of record of stock of the Corporation
entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or
understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant
to which the nomination or nominations are to be made by the
shareholder; (d) such other information regarding each nominee
proposed by such shareholder as would be required to be included
in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the Board of
Directors; and (e) the consent of each nominee to serve as a
Director of the Corporation if so elected. The Chairman of the
meeting may refuse to acknowledge the nomination of any person
not made in compliance with the foregoing procedure.
ARTICLE III
Committees
Section 1. Executive Committee. The Board of Directors
shall, by vote of a majority of the number of directors fixed by
these By-laws, designate an Executive Committee which shall
consist of three or more directors, including the President. 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 and
except that the Executive Committee shall not have the power to
elect the President of the Corporation. 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 President. 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 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.
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.
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 Board. The Board of
Directors, by resolution duly adopted, may establish such other
committees of the Board having limited authority in the
management of the affairs of the Corporation 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. Advisory Committees to President. The President
may establish such advisory committees as he may deem advisable
to assist him in the administration and management of the
business of the Corporation; such committees shall consist of
officers, employees or consultants to be appointed by the
President who shall serve for such terms and have such authority
as may be designated by the President.
ARTICLE IV
Officers
Section 1. Election. The officers of the Corporation shall
consist of a President, a Vice Chairman of the Board, 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 President shall be
chosen from among the directors. Any two officers may be
combined in the same person as the Board of Directors may
determine, except that the President and Secretary may not be the
same person.
Section 2. Removal of Officers; Vacancies. Any officer of
the Corporation may be removed summarily with or without cause,
at any time by a resolution passed at any meeting by affirmative
vote of a majority of the number of directors fixed by these By-
laws. Vacancies may be filled at any meeting of the Board of
Directors.
Section 3. Other Officers. Other officers may from time to
time be elected by the Board, including, without limitation, one
or more Assistant Secretaries and Assistant Treasurers, and one
or more Divisional Presidents and Divisional Vice Presidents (any
one or more of whom may be designated as Divisional Executive
Vice Presidents or Divisional Senior Vice Presidents).
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 President. The President shall be
the chief executive and administrative officer of the
Corporation, shall serve as the Chairman of the Board of
Directors and the Chairman of the Executive Committee and shall
have direct supervision over the business of the Corporation and
its several officers, subject to the Board of Directors. The
President shall preside at all meetings of shareholders and the
Board of Directors. 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. He may appoint advisory committees as
provided in Section 6 of Article III. 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.
Section 6. Duties of Vice Chairman. In the absence or
incapacity of the President, the Vice Chairman shall perform the
duties of the Chairman of the Board, shall have the same
authority, including, but not limited to, presiding at all
meetings of the Board of Directors and the Corporation's
shareholders, and shall serve as a member of all committees of
the Board of which the President is a member. In addition, the
Vice Chairman of the Board shall perform all duties as from time
to time may be assigned to him by the Board of Directors.
Section 7. 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 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, except that the
Vice Chairman of the Board shall perform the President's duties
as Chairman of the Board and as a member of all committees of the
Board of which the President is a member. 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 8. 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 or the
President.
Section 9. Duties of the Secretary. The Secretary shall
act as secretary of all meetings of the Board of Directors, the
Executive Committee and all other Committees of the Board, and
the shareholders of the Corporation, and shall keep the minutes
thereof in the proper book or books to be provided for that
purpose. He shall see that all notices required to be given by
the Corporation are duly given and served; shall have custody of
the seal of the Corporation and shall affix the seal or cause it
to be affixed to all certificates for stock of the Corporation
and to all documents the execution of which on behalf of the
Corporation under its corporate seal is duly authorized in
accordance with the provisions of these By-laws; shall have
custody of all deeds, leases, contracts and other important
corporate documents; shall have charge of the books, records and
papers of the Corporation relating to its organization and
management as a Corporation; shall see that the reports,
statements and other documents required by law (except tax
returns) are properly filed; and shall, in general, perform all
the duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him by the Board
of Directors or the President.
Section 10. 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 or the President.
Section 11. Duties of Divisional Officers. Divisional
Presidents and Divisional Vice Presidents shall be deemed to be
officers of the Corporation whose duties and authority shall
relate only to the Division by which they are employed, and they
may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts and other instruments authorized by
the Board that relate only to the business and properties of such
Division. Other divisional officers may be designated from time
to time by the Board of Directors and shall serve at the pleasure
of the Board and have such duties as may be assigned by the Board
and such officers shall be officers of the respective divisions
but shall not be deemed to be officers of the Corporation.
ARTICLE V
Capital Stock
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.
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
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 "Tredegar Industries, Inc."
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 State of Virginia,
have the power to determine from time to time whether and to what
extent and under what conditions and limitations the accounts,
records and books of the Corporation, or any of them, shall be
open to the inspection of the shareholders.
Section 4. Checks, Notes and Drafts. Checks, notes, drafts
and other orders for the payment of money shall be signed by such
persons as the Board of Directors from time to time may
authorize. When the Board of Directors so authorizes, however,
the signature of any such person may be a facsimile.
Section 5. Amendment of By-Laws. These By-laws may be
amended or altered at any meeting of the Board of Directors by
affirmative vote of a majority of the number of directors fixed
by these By-laws. The shareholders entitled to vote in respect
of the election of directors, however, shall have the power to
rescind, alter, amend or repeal any By-laws and to enact By-laws
which, if expressly so provided, may not be amended, altered or
repealed by the Board of Directors.
Section 6. Voting of Stock Held. Unless otherwise provided
by resolution of the Board of Directors or of the Executive
Committee, the President or any Executive Vice President 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 President or any Executive
Vice President 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. Restriction on Transfer. To the extent that any
provision of the Rights Agreement between the Corporation and
Sovran Bank, N.A., as Rights Agent, dated as of June 15, 1989, is
deemed to constitute a restriction on the transfer of any
securities of the Corporation, including, without limitation, the
Rights, as defined therein, such restriction is hereby authorized
by the By-laws of the Corporation.
Section 8. 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.