BY-LAWS
OF
AMERICAN FILTRONA CORPORATION
(As amended through January 24, 1996)
ARTICLE I
Directors
Section 1. There shall be eleven directors of the Corporation, none of
whom need be shareholders. They shall be elected annually at the annual
shareholders' meeting and shall serve for a term of one year and until their
successors are duly elected. No person who shall have attained the age of 70
years shall be eligible for election as a Director of the Corporation, except
that each person serving as a Director who on January 24, 1996, is 70 years of
age or older shall be eligible for election.
Section 2. Any vacancy in the Board of Directors, no matter how caused,
including a vacancy created by an increase by not more than two in the
authorized number of directors, shall be filled until the next annual
shareholders' meeting by the directors at any regular Board meeting or special
meeting called for that purpose.
Section 3. The Board of Directors shall annually, as soon as
practicable after the annual election of directors, elect a Chairman of the
Board (who shall be one of the directors) and the following officers: President,
one or more Vice Presidents, a Secretary and a Treasurer, and may elect an
Assistant Secretary, an Assistant Treasurer, and such other officers as they
deem advisable from time to time. The Chairman of the Board and the officers so
elected shall hold office until the next annual meeting of the Board of
Directors or until their successors are elected.
Section 4. 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 Chairman of the Board or, in the event of the
incapacity of the Chairman of the Board, by 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 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. 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 all meetings.
Section 5. The presence of a majority of the Board of Directors shall
be required to constitute a quorum for the transaction of business at all
meetings of the Board.
Section 6. The directors may be removed with or without cause at any
regular or special meeting of shareholders and the shareholders shall thereupon
have the right to elect directors to take the place of those removed at the said
meeting without any further notice.
Section 7. Subject to the rights of holders of any class or
series of stock having a preference over the common stock as to
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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, 60 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 such 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
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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 II
Committees of the Board
Section 1. The Board of Directors shall elect from among its own
members an Executive Committee which shall consist of three or more members, as
designated from time to time by the Board. The Executive Committee, when the
Board of Directors is not in session, shall have all power vested in the Board
of Directors by law, by the Articles of Incorporation, or by these Bylaws,
provided that the Executive Committee shall not have power to approve or
recommend to shareholders action that requires shareholder approval; to approve
amendments to the Articles of Incorporation or plans of merger; to amend these
Bylaws; to fill vacancies in the Board of Directors or in any Committee of the
Board; to authorize or approve a distribution, except according to a general
formula or method prescribed by the Board of Directors; or to authorize or
approve the issuance or sale or contract for sale of shares, or to
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determine the designation and relative rights, preferences and limitations of a
class or series of shares, except as authorized within specific limits by the
Board of Directors. Except as hereinafter provided, the Executive Committee may
make rules for the conduct of its meetings. 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. The Executive Committee shall serve at the pleasure of the
Board of Directors.
Section 3. The presence of a majority of the members of the Executive
Committee then serving shall be required to constitute a quorum for the
transaction of business at all meetings.
Section 4. 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
its chairman or the President. Not less than twelve (12) hours' notice shall be
given by letter, telegraph or telephone 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.
Section 5. The Board of Directors shall elect from among its own
members an Audit Committee which shall consist of three or more
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directors, none of whom shall be an officer or employee of the Company. The
Audit Committee may make rules for the holding and conduct of its meetings and
the keeping of the records thereof. The Audit Committee shall have and may
exercise the power and authority of the Board with respect to (a) the continued
direction and review of the Corporation's internal audit functions, and (b)
review of the scope and results of the audit performed by the Corporation's
outside independent accountants and matters relating thereto. The Committee
shall meet no less than semi-annually with the Corporation's internal
accountants and no less than annually with the Corporation's independent
accountants. It shall report periodically to the Board all action which it may
have taken.
Section 6. The Board of Directors shall elect from among its own
members an Executive Compensation Committee which shall consist of three or more
directors. The Executive Compensation Committee may make rules for the holding
and conduct of its meetings and the keeping of the records thereof. The
Executive Compensation Committee is authorized to review and determine the
compensation of the Corporation's key executives. In addition, the Executive
Compensation Committee is authorized to administer all stock option and
executive compensation plans of the Corporation.
Section 7. The Board of Directors shall select from its own
members a Nominating Committee which shall consist of three
directors, none of whom shall be an officer or employee of the
Corporation. The Nominating Committee: (a) may make rules for the
holding and conduct of its meetings and the keeping of the records
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thereof; and (b) shall be responsible for and is authorized to make
recommendations to the Board (i) on candidates for election as new members of
the Board, (ii) on the qualifications of existing Directors to continue to serve
on the Board, (iii) on retirement policies of the Board, (iv) on the
compensation of Directors, and (v) for consideration of such other matters as
may be referred to it by the Board from time to time. The Nominating Committee
shall meet at least annually and shall report promptly thereafter to the Board
all action that such committee has taken.
ARTICLE III
Shareholders' Meetings
Section 1. The annual meeting of the shareholders shall be held on the
fourth Tuesday in April of each year or at such other date and at such time as
the Board of Directors of the Corporation may designate from time to time, and
shall be called by the President, who shall cause a notice of such meeting to be
mailed to each shareholder at the shareholder's address as it appears on the
share records of the Corporation, or the President may cause such notice to be
delivered to such shareholder personally, not less than ten days nor more than
sixty days before the meeting.
Section 2. Special meetings of the shareholders may be called by the
President, by the Chairman of the Board or by the holders of not less than
one-tenth of all shares issued and outstanding, at any time, except as herein
otherwise provided.
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Section 3. At all shareholders' meetings there shall be present in
person or by proxy the holders of a majority of the shares of the Corporation in
order to 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
announcement at the meeting.
Section 4. 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
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shall, on the demand of any shareholder in person or by proxy, be adjourned
until the requirements are complied with.
Section 5. To be properly brought before the annual meeting, business
must be either (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, or (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 sixty (60) days in advance of the 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 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.
No business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Section 5, provided, however,
that nothing in this Section 5 shall be deemed
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to preclude discussion by any shareholder of any business properly
brought before the annual meeting.
The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the foregoing procedures, and if the
chairman should so determine, the chairman shall so declare to the meeting and
any such business not properly brought before the meeting shall not be
transacted.
ARTICLE IV
Capital Stock
Section 1. 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. Holders of the stock of the Corporation shall immediately
notify the Corporation of any loss, destruction or mutilation of the certificate
therefor, and the Board of Directors may in its discretion cause one or more new
certificates for the same number of shares in the aggregate to be issued to such
shareholder upon the surrender of the mutilated certificate or upon satisfactory
proof of such loss or destruction, and the deposit of a bond in such form and
amount and with such surety as the Board of Directors may require.
Section 3. 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, however, the exclusive rights of the person registered on its
books as the owner of shares to receive dividends and to vote as such owner.
Section 4. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive payment of 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,
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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 V
Officers
Section 1. The officers of the Corporation shall consist of a
President, one or more Vice Presidents, a Secretary, a Treasurer, and such other
officers who may be elected under Article I, Section 3. Any officer may hold
more than one office except that the same person shall not be President and
Secretary.
Section 2. Duties of the President. The President shall be the chief
executive officer of the Corporation. Such officer shall be responsible for the
execution of the policies of the Board of Directors and shall have general
direction and supervision over the business of the Corporation, subject to the
Board of Directors. In addition, such officer shall perform all duties incident
to the
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office of President and such other duties as from time to time may be assigned
by the Board of Directors.
Section 3. Duties of the Vice Presidents. The Vice President shall
perform such duties and acts as may be prescribed or directed by the Board of
Directors or President from time to time.
Section 4. Duties of the Secretary. The Secretary shall keep a record
in proper books provided for that purpose of all meetings and proceedings of the
Board of Directors. Such officer shall also keep the minutes of shareholders'
meetings. Such officer shall serve notices of the Corporation and affix the seal
of the Corporation to all share certificates when duly signed. Such officer
shall also perform such other duties and acts as may be directed or prescribed
by the Board of Directors, the Chairman of the Board or President from time to
time.
Section 5. Duties of the Treasurer. The Treasurer shall have the
custody of and be responsible for all papers, books and accounts of the
Corporation, except such books, papers and records as are required to be kept by
the Secretary, subject always to the control of the Board of Directors. Such
officer shall at all reasonable times exhibit the books and accounts in such
officer's custody to any director of the Corporation upon application at the
offices of the Corporation during business hours. Such officer shall also
perform such other duties and acts as may be directed or prescribed by the Board
of Directors or President from time to time.
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Section 6. The Board of Directors shall from time to time designate one
or more officers of the Corporation to sign checks, drafts, notes and orders for
the payment of money in the name of the Corporation, and to execute all
contracts, deeds, bonds, mortgages, leases and other instruments in the name of
the Corporation, such signature to be singly or jointly as the Board of
Directors may from time to time order.
Section 7. The officers, including the President, may be removed with
or without cause at any regular or special meeting of directors, and the
directors shall thereupon have the right to elect officers to take the place of
those removed at the said meeting without any further notice.
Section 8. Divisional presidents 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. Other divisional officers may be
designated from time to time by the President of the Corporation, shall serve at
his pleasure and shall have such duties as may be assigned by him. All officers
so designated shall be officers of the respective divisions, but shall not be
deemed in such capacities to be officers of the Corporation.
ARTICLE VI
Chairman of the Board
Section 1. The Chairman of the Board shall preside at all
meetings of the Board of Directors and at all meetings of the
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shareholders. The Chairman of the Board shall do and perform all such other
duties and acts as may be directed or prescribed by the Board of Directors from
time to time.
Section 2. The Chairman of the Board may be removed with or without
cause at any regular or special meeting of directors, and the directors shall
thereupon have the right to elect a Chairman of the Board to take the place of
the person removed at the said meeting without any further notice.
ARTICLE VII
Miscellaneous
Section 1. Voting of Stock Held. Unless otherwise provided by vote of
the Board of Directors or the Executive Committee, the President may 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 votes which this
Corporation may be entitled to cast as a stockholder or otherwise in any other
corporation, any of whose stock or securities may be held by 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 such other
corporation, and may 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
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other instruments as the President may deem necessary or proper in the premises;
or the President may attend in person any meeting of the holders of stock or
other securities of any such other corporation and thereat vote or exercise any
or all other powers of this Corporation as the holder of such stock or other
securities of such other corporation.
Section 2. Seal. The seal of the Corporation shall consist of a
flat-faced circular die, of which there may be any number of counterparts, and
between two concentric circles around the margin of which there shall be
engraved the words "American Filtrona Corporation".
ARTICLE VIII
Amendments
These Bylaws may be changed, amended, added to or repealed on the
affirmative vote of the majority of the Board of Directors or on the affirmative
vote of the holders of a majority of the shares of the Corporation then issued
and outstanding.
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