EXHIBIT 3.2
February 13, 1996
BYLAWS
of
UNIVERSAL CORPORATION
******
ARTICLE I
Shareholders
Section 1. Shareholders shall be those persons in whose names shares of
the Company are registered in its share transfer records, and a listing of the
names drawn from such records as of a record date shall serve as conclusive
evidence as to those shareholders eligible to vote their shares at any meeting
of the shareholders.
Section 2. Certificates evidencing shares of the Company shall only be
issued for one or more full shares. Such shares shall only be transferable on
the share transfer records of the Company by the owner in person, or by his
attorney or legal representative, whose written evidence of authority shall be
filed with the Company or its transfer agent.
Section 3. The share transfer records of the Company shall not be
closed following the declaration of a dividend on either the preferred or common
shares. A record date shall be established in the resolution declaring such
dividend or dividends and the transfer agent shall prepare a listing of the
names of all the shareholders entitled to such dividend without actually closing
the share transfer records for the transfer of shares.
Section 4. Every shareholder of the Company shall be entitled to a
stock certificate, signed by the Chairman of the Board, the President, or a Vice
President of the Company and by its Secretary, or by any two officers duly
authorized to perform this function by the Board of Directors. Where any such
certificate is countersigned by its transfer agent and registered by its
registrar, the signatures of any of the Company's officers, and the seal of the
Company upon such stock certificate, may be facsimiles, engraved or printed, as
may be authorized from time to time by the Board of Directors of the Company.
Section 5. The annual meeting of the shareholders of the Company shall
be held at its principal office located in Richmond, Virginia, or at such other
place within or without the Commonwealth of Virginia as may from time to time be
designated by the Board of Directors, on the 1fourth Tuesday in October of each
year, for the purpose of electing Directors and for the transaction of such
other business as may properly come before the meeting.
In order for business to be properly brought before an annual meeting
of shareholders, it must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a
shareholder. 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 Company. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal office of the Company, not
less than 60 days nor more than 90 days prior to 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 address, as
they appear on the Company's share transfer records, of the shareholder
proposing such business, (iii) the class and number of shares of the Company
which are beneficially owned by the shareholder,
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1 At a meeting of the Board of Directors held on August 5, 1993, the
Board amended the bylaws to cause the Annual Shareholders Meeting for the year
ended June 30, 1993 to be held on the fourth Monday, instead of Tuesday, of
October. Following this year, the bylaws shall remain in effect as of the fourth
Tuesday of October.
and (iv) any material interest of the shareholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Section 5. The Chairman of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that an item of business was not
properly brought before the meeting in accordance with the provisions of this
Section 5, and shall not be transacted.
Notwithstanding the foregoing provisions of this Section 5, a
shareholder shall also comply with all applicable requirements of the Securities
Exchange Act of l934, as amended, and the rules and regulations thereunder with
respect to the matters set forth in this Section 5.
Section 6. At the call of the Chairman of the Board, the President, or
by order of the Board of Directors, a special meeting of the shareholders of the
Company may be held at such time and place as shall be designated in the notice
of the meeting.
Section 7. Written notice of an annual or special meeting of the
shareholders shall be mailed to each shareholder of record entitled to vote
under the provisions of the Articles of Incorporation of the Company as now in
existence or as may be subsequently amended, at the address as it appears on the
share transfer records of the Company, not less than ten nor more than sixty
days before the meeting date, except as may otherwise be required by law. Notice
of a special meeting shall state the purpose or purposes for which the meeting
is called. Notice of any meeting of shareholders may be waived in writing or by
attendance at the meeting in person or by proxy.
Section 8. At all meetings of the shareholders, a majority of the
shares entitled to vote at the record date for such meeting, represented in
person or by proxy, shall constitute a quorum, provided that when a specified
item of business is required to be voted on by one or more classes of shares,
voting as a class, the holders of a majority of the shares of each such class
shall constitute a quorum for the transaction of such specified item of
business. If no quorum shall be present, the meeting may, without further
notice, be adjourned from time to time until a quorum shall be present. All
proxies must be in writing, signed by the shareholders and filed with the
Secretary of the meeting.
Section 9. The Chairman of the Board shall preside at all meetings of
the shareholders and, in his absence, the President shall preside. All meetings
of the shareholders shall be attended by the Secretary of the Company, and he
shall, ex officio be the Secretary of such meetings. In his absence, a Secretary
pro tempore may be appointed.
ARTICLE II
Board of Directors
Section l. Only persons who are nominated in accordance with the
procedures set forth in this Section l shall be eligible to serve as Directors.
Nominations of persons for election to the Board of Directors of the Company may
be made at an annual meeting of the shareholders (a) by or at the direction of
the Board of Directors or (b) by any shareholder of the Company who is a
shareholder of record at the time of giving notice provided for in this Section
l, who shall be entitled to vote for the election of Directors at the meeting
and who complies with the notice procedures set forth in this Section l. Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the Secretary
of the Company. To be timely, a shareholder's notice shall be delivered to or
mailed and received at the principal office of the Company not less than 60 days
nor more than 90 days prior to the meeting. Such shareholder's notice shall set
forth (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a Director, all information relating to such person
that is required to be disclosed in the solicitation of proxies for election of
Directors, or is otherwise required, in each case pursuant to Regulation 14A of
the Securities Exchange Act of 1934, as amended (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
Director if elected); and (b) as to the shareholder giving the notice (i) the
name and address, as they appear on the Company's share transfer records, of
such shareholder and (ii) the class and number of shares of the Company which
are beneficially owned by such shareholder. At the request of the Board of
Directors, any person nominated by the Board of Directors for election as a
Director shall furnish to the Secretary of the Company that information required
to be set forth in a shareholder's notice of nomination which pertains to the
nominee. No person shall be eligible for election as a Director of the Company
unless nominated in accordance with the procedures set forth in this Section l.
The Chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that a nomination was not made in accordance with the provisions
of this Section l and the defective nomination shall be disregarded.
Notwithstanding the foregoing provisions of this Section l, a shareholder shall
also comply with all applicable requirements of the Securities Exchange Act of
l934, as amended, and the rules and regulations thereunder with respect to the
matters set forth in this Section l.
Section 2. The Board of Directors shall hold its meetings at such times
and at such places within or without the Commonwealth of Virginia as it may from
time to time designate, or if the Board has fixed no place, then at the
principal office of the Company located in the City of Richmond, Virginia. A
meeting may be called at any time by the Chairman, the President or by any three
Directors. Meetings of the Board of Directors shall be held at least quarterly.
Section 3. Immediately following the annual meeting of the shareholders
at which the Directors are elected, an organizational meeting of the Board of
Directors shall be held for the purpose of electing the officers of the Company
and for the transaction of any other business which may be brought before it
relating to the management of the business and affairs of the Company. No notice
other than this Bylaw provision shall be required for the holding of this
organizational meeting and for the transaction of business at such meeting or
any adjournment thereof.
Regular meetings of the Board of Directors may be held at such
designated times and places as may be determined by the Board of Directors, and
the notices of such regular meetings shall be in such form as may be prescribed
by the Board of Directors.
Notice of the time and place of special meetings of the Board of
Directors shall be given to each Director by the Secretary of the Company or in
his absence or inability to act, by the President, or by the Treasurer or by
such other officer as may be designated by the Executive Committee, orally or in
writing, in person or by mail, private courier, telephone, telegraph, teletype,
or other similar form of wire or wireless communication.
Notice of any meeting, regular or special, shall be deemed to have been
duly given if delivered in whatever form and in sufficient time to permit the
Director to whom the notice is given and received to attend the meeting using
the ordinary and usual means of transportation normally available to the
Director.
If upon the request of any three Directors, the Secretary or other
designated officer of the Company shall fail or refuse to call a meeting of the
Board of Directors, then the call may be given provided it is in writing and
signed by the three Directors requesting the meeting. Such notice, when so given
to each other member of the Board of Directors, shall be deemed to be proper
notice of the meeting.
Section 4. A majority of the number of Directors fixed by the Bylaws
shall constitute a quorum, but if upon a call for a meeting, there shall not be
a quorum present, the Directors present may adjourn the meeting from time to
time until a quorum is present. All questions coming before the Board of
Directors shall be determined by the majority vote of the Directors present.
ARTICLE III
Committees
Section 1. The Board of Directors may designate three or more of their
number, of whom the Chief Executive Officer shall ex officio be a member, to
constitute an Executive Committee, which shall have and exercise all the powers
of the Board that may be lawfully delegated, including the power to authorize
the seal of the Company to be affixed to such documents as may require it. The
acts and records of the Executive Committee shall at all times be subject to the
supervision and control of the Board of Directors when in session. A majority of
the number of members of the Executive Committee shall constitute a quorum, and
all questions coming before the Executive Committee shall be determined by the
majority vote of the members of the Committee.
Section 2. The Board of Directors may elect from their number a Finance
Committee, consisting of not less than three members. The Chief Executive
Officer shall ex officio be a member of the Committee. The Treasurer, who shall
be under the control and supervision of the Committee, shall ex officio be
entitled to attend all meetings of the Committee.
The Finance Committee shall, subject at all times to the control of the
Board of Directors, have general and special charge and control of all the
financial affairs of the Company and shall have and exercise all of the powers
of the Board of Directors in such financial matters when the latter is not in
session.
Section 3. The Board of Directors may elect from their number an Audit
Committee, independent of management, consisting of not less than three of its
members. The Audit Committee shall have the following duties and
responsibilities:
A. Review the proposed scope and general extent of the audit
and the audit procedures which will be followed;
B. Review with the Company's independent accountants and
Company financial officers, upon completion of the audit, any report or opinion
proposed to be rendered in connection therewith, the audited financial
statements, any significant changes in accounting principles, and, in general,
the results of the audit;
C. Review with the Company's independent accountants and
Company financial officers any significant recommendations which the independent
accountants may have suggested to the Company with respect to improving internal
financial and accounting controls, choice of accounting principles, or
management reporting systems; such review to take place after receiving the
responses of Company financial officers to the audit comments;
D. Review with the Company's independent accountants, Company
financial officers and the internal auditors the general policies and procedures
utilized by the Company with respect to the adequacy of internal auditing and
accounting controls;
E. Review the activities of the Directors, officers, and
employees of the Company with respect to conflicts of interest and unusual or
questionable payments;
F. Report to the Board of Directors upon any item which the
Committee feels is significant enough to warrant Board attention;
G. Present to the Board of Directors its recommendations with
respect to the selection of the independent accountants for the ensuing year;
and
H. Undertake any other review and responsibilities as may be
requested by the Board of Directors.
Section 4. The Board of Directors may elect from their number an
Executive Compensation Committee, consisting of not less than three of its
members, a majority of whom shall be independent of management. The Executive
Compensation Committee shall receive recommendations from the Chief Executive
Officer with respect to the compensation of all officers and then fix such
compensation. The Committee shall also review recommendations of the Chief
Executive Officer regarding the Management Performance Plan or any similar plan,
and make the appropriate allocations among eligible participants.
2Section 5. The Board of Directors may elect from their number a
Pension Investment Committee, consisting of not less than three members. The
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2 At a meeting of the Board of Directors held on February 13, 1996, the
Board amended the bylaws to cause a new Article III, Section 5 to define the
responsibilities of the Pension Investment Committee and a renumbering of the
old Article III, Section 5 to Article III, Section 6.
Pension Investment Committee shall establish pension investment policies, select
investment advisors and monitor the performance of pension investments with
respect to the following qualified plans: Employee's Retirement Plan of
Universal Leaf Tobacco Company, Incorporated and Designated Affiliated
Companies, Hourly Employees' Pension Plan of Universal Leaf Tobacco Company,
Incorporated and Designated Affiliated Companies, Hourly Employees' Retirement
Plan of Universal Leaf Tobacco Company, Incorporated and Designated Affiliated
Companies, Employee's 401(k) Savings Plan of Universal Leaf Tobacco Company,
Incorporated and Designated Affil iated Companies and such other qualified
employee benefit plans as may be added from time to time. This authority shall
not cause the Pension Investment Committee to assume the role of "plan
administrator," "trustee" or "custodian" for any employee benefit plan.
Section 6. The Board of Directors may establish and charge with
appropriate duties such other committees as it may deem necessary or desirable.
ARTICLE IV
Officers
Section 1. The Board of Directors, at the organizational meeting
following the annual meeting of the shareholders, shall elect the Chief
Executive Officer, such officers as may be required by law, and such other
officers as they may deem proper. From time to time and as necessary, additional
officers may be elected by the Board of Directors.
Section 2. The term of office of all officers shall be one year and
until their respective successors are elected. Any officer may be removed from
office by the Board of Directors at any time and with or without cause, unless
otherwise stated by agreement in writing duly authorized by the Board of
Directors. The officers of the Company shall have such duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time shall be conferred upon them by the Board of Directors.
Section 3. In case of the absence or inability to act or
disqualification of any officer, his duties shall be discharged by his associate
or assistant officer, and if there be none and no other provision has been made
therefor, the Board of Directors shall delegate his powers and duties to another
officer or shall appoint some other person to act in his stead.
ARTICLE V
Emergency Provisions
Section 1. The provisions of this Article shall be effective only in
the event of and during the period of an emergency. An emergency exists for
purposes of this Article if a quorum of the Board of Directors cannot be readily
assembled because of some catastrophic event.
Section 2. The officers and employees of the Company shall continue to
conduct the affairs of the Company under such guidance from the Directors as may
be available, except as to matters which by statute, notwithstanding the
existence of the emergency, require approval of the Board of Directors and
subject to conformance with any governmental directive during the emergency.
Section 3. Any senior officer or Director may call a meeting of the
Board of Directors, and those who are present at the meeting shall constitute a
quorum of the Board for the full conduct and management of the business and
affairs of the Company. Notice of the meeting given to those Directors, to whom
it may readily be given under the existing circumstances, shall be sufficient
and may be given by such means as it is feasible at the time, including by
publication or by radio.
Section 4. In the absence, disability or refusal to act of any officer,
the Board of Directors may delegate such officer's powers to any other officer,
or to any Director for the time being.
ARTICLE VI
Checks and Notes
Section 1. All checks given by the Company in the course of its
business shall be signed in such manner as prescribed from time to time by the
Finance Committee.
Section 2. All notes and bonds given by the Company in the course of
its business shall be signed by any one of the Treasurer, Secretary, an
Assistant Treasurer, or an Assistant Secretary, jointly together with any one of
the Chairman, Vice Chairman, President, a Vice President, or by such other
persons and in such manner as may be prescribed from time to time by the Finance
Committee of the Board of Directors.
ARTICLE VII
Corporate Seal
The corporate seal of the Company shall consist of two concentric
circles, around the inner edge of which shall be engraved the words "UNIVERSAL
CORPORATION, RICHMOND, VA." and across the center thereof the word "SEAL" and
the figures "1918."
ARTICLE VIII
Use of Masculine
Whenever a masculine term is used in these Bylaws, it shall be deemed
to include the feminine.
ARTICLE IX
Dividends
The Board of Directors may, subject to the provisions of the Articles
of Incorporation of the Company, annually, semi-annually, quarterly or monthly,
declare dividends as it may deem prudent.
ARTICLE X
Amendments
These Bylaws may be altered, amended or repealed by vote of the
majority of the whole number of Directors at any meeting of the Board of
Directors, or by the shareholders at any annual meeting of the shareholders of
the Company, or at any special meeting when due notice of such proposed
amendment has been given, subject to the provisions of the Articles of
Incorporation of the Company.