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BYLAWS
OF
ARCH CHEMICALS, INC.
EFFECTIVE
JANUARY 27, 2000
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BYLAWS
OF
ARCH CHEMICALS, INC.
-----------------------------
ARTICLE I.
MEETINGS OF SHAREHOLDERS.
SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders of Arch
Chemicals, Inc. (hereinafter called the "Corporation") 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 of the Corporation (hereinafter
called the "Board").
SECTION 2. ANNUAL MEETINGS. Except for the 1999 annual meeting of
shareholders which shall be held by written consent of the sole shareholder, the
annual meeting of the shareholders of the Corporation for the election of
directors and for the transaction of such other business as may properly come
before the meeting shall be held on the last Thursday in April in each year (or,
if that day shall be a legal holiday, then on the next succeeding business day),
or on such other day and/or in such other month as may be fixed by the Board, at
such hour as may be specified in the notice thereof.
SECTION 3. SPECIAL MEETINGS. A special meeting of the shareholders for
any purpose or purposes, unless otherwise provided by law or in the Articles of
Incorporation of the Corporation as from time to time amended (hereinafter
called the "Articles"), may be held at any time upon the call of the Board, the
Chairman of the Board or the President. No other person shall be authorized or
entitled to call a special meeting of the shareholders.
SECTION 4. NOTICE OF MEETINGS. Except as otherwise provided by law or
the Articles, not less than ten nor more than sixty days' notice in writing of
the place, day, hour and purpose or purposes of each meeting of the
shareholders, whether annual or special, shall be given to each shareholder of
record of the Corporation entitled to vote at such meeting, either by the
delivery thereof to such shareholder personally or by the mailing thereof to
such shareholder in a postage prepaid envelope addressed to such shareholder at
his address as it appears on the stock transfer books of the Corporation. Notice
of any meeting of shareholders shall not be required to be given to any
shareholder who shall attend the meeting in person or by proxy, unless
attendance is for the express purpose of objecting to the transaction of any
business because the meeting was not lawfully called or convened, or who shall
waive notice thereof in writing signed by the shareholder before,
at or after such meeting. Notice of any adjourned meeting need not be given,
except when expressly required by law. Any previously scheduled annual meeting
of the shareholders may be postponed, and any special meeting of the
shareholders may be canceled, by resolution of the Board of Directors upon
public announcement given prior to the time previously scheduled for such annual
or special meeting of the shareholders.
SECTION 5. QUORUM. Shares representing a majority of the votes entitled
to be cast on a matter by all classes or series which are entitled to vote
thereon and be counted together collectively, represented in person or by proxy
at any meeting of the shareholders, shall constitute a quorum for the
transaction of business thereat with respect to such matter, unless otherwise
provided by law or the Articles. In the absence of a quorum at any such meeting
or any adjournment or adjournments thereof, shares representing a majority of
the votes cast on the matter of adjournment, either in person or by proxy, may
adjourn such meeting from time to time until a quorum is obtained. At any such
adjourned meeting at which a quorum has been obtained, any business may be
transacted which might have been transacted at the meeting as originally called.
SECTION 6. VOTING. Unless otherwise provided by law or the Articles, at
each meeting of the shareholders each shareholder entitled to vote at such
meeting shall be entitled to one vote for each share of stock standing in his
name on the books of the Corporation upon any date fixed as hereinafter
provided, and may vote either in person or by proxy in writing. Unless demanded
by a shareholder present in person or represented by proxy at any meeting of the
shareholders and entitled to vote thereon or so directed by the chairman of the
meeting, the vote on any matter need not be by ballot. On a vote by ballot, each
ballot shall be signed by the shareholder voting or his proxy, and it shall show
the number of shares voted. Notwithstanding the foregoing, a shareholder or a
shareholder's duly authorized attorney-in-fact may authorize another person or
persons to act for such shareholder or attorney-in-fact as proxy by transmitting
or authorizing the transmission of a telegram, cablegram, internet transmission,
telephone transmission or other means of electronic transmission to the person
who will be the holder of the proxy or to a proxy solicitation firm, proxy
support service organization or like agent duly authorized by the person who
will be the holder of the proxy to receive such transmission, provided that any
such transmission must either set forth or be submitted with information from
which the judges or inspectors of election can determine that the transmission
was authorized by the shareholder or the shareholder's duly authorized
attorney-in-fact. If it is determined that such transmissions are valid, the
judges or inspectors of election shall specify the information upon which they
relied. Any copy, facsimile telecommunication or other reliable reproduction of
the writing or transmission created pursuant to this Section 6 may be
substituted or used in lieu of the original writing or transmission for any and
all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction shall
be a complete reproduction of the entire original writing or transmission.
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The Secretary or any Vice President of the Corporation may approve procedures to
implement the foregoing authorization of such transmissions.
SECTION 7. JUDGES. One or more judges or inspectors of election for any
meeting of shareholders may be appointed by the chairman of such meeting, for
the purpose of receiving and taking charge of proxies and ballots and deciding
all questions as to the qualification of voters, the validity of proxies and
ballots and the number of votes properly cast.
SECTION 8. CONDUCT OF MEETING. The chairman of the meeting at each
meeting of shareholders shall have all the powers and authority vested in
presiding officers by law or practice, without restriction, as well as the
authority to conduct an orderly meeting and to impose reasonable limits on the
amount of time taken up in remarks by any one shareholder.
SECTION 9. BUSINESS PROPOSED BY A SHAREHOLDER. At any annual or special
meeting of the shareholders, only such business shall be conducted as shall have
been properly brought before such meeting. To be properly brought before an
annual or special 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) in the case of an annual
meeting of shareholders, 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 registered or certified mail, postage prepaid, to the Secretary
of the Corporation not later than 90 days nor more than 120 days before the
anniversary of the date of the first mailing of the Corporation's proxy
statement for the immediately preceding year's annual meeting; provided,
however, that with respect to the annual meeting to be held in 2000, a
shareholder's notice shall be deemed timely if delivered to the Secretary of the
Corporation after November 15, 1999 but before December 14, 1999. In no event
shall the public announcement of an adjournment or postponement of an annual
meeting or the fact that an annual meeting is held before or after the
anniversary of the preceding annual meeting commence a new time period for the
giving of a shareholder's notice as described above. 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 complete text of any
resolutions to be presented at the annual meeting with respect to such business,
and the reasons for conducting such business at the annual meeting, (ii) the
name and address of record of the shareholder proposing such business and any
other person on whose behalf the proposal is being made, (iii) the class and
number of shares of the Corporation that are beneficially owned by the
shareholder and any other person on whose behalf the proposal is made, (iv) a
representation that the shareholder is a holder of record of shares of the
Corporation entitled to vote at such annual meeting and intends to appear in
person or by proxy at the annual meeting to propose such business and (v)
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any material interest of the shareholder and any other person on whose behalf
the proposal is made, in such business. In the event that a shareholder attempts
to bring business before a meeting without complying with the procedures set
forth in this Article I, Section 9, such business shall not be transacted at
such meeting. The Chairman of the Board of Directors shall have the power and
duty to determine whether any business proposed to be brought before the meeting
was made in accordance with the procedures set forth in this Article I, Section
9 and, if any business is not proposed in compliance with this Article I,
Section 9, to declare that such defective proposal shall be disregarded and that
such proposed business shall not be transacted at such meeting. For purposes of
these Bylaws, "public announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or comparable national
news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Securities Exchange Act of 1934, as amended.
SECTION 10. NOMINATIONS BY SHAREHOLDERS. Subject to the rights of
holders of any Preferred Stock outstanding, nominations for the election of
directors may be made by the Board or a committee appointed by the Board or by
any shareholder entitled to vote in the election of directors generally. Any
such shareholder may nominate one or more persons for election as directors at a
meeting only if it is an annual meeting and such shareholder has given timely
written notice of such shareholder's intent to make such nomination or
nominations. To be timely, a shareholder's notice must be delivered either by
personal delivery or by United States registered or certified mail, postage
prepaid, to the Secretary of the Corporation not later than 90 days nor more
than 120 days before the anniversary of the date of the first mailing of the
Corporation's proxy statement for the immediately preceding year's annual
meeting; provided, however, that with respect to the annual meeting to be held
in 2000, a shareholder's notice shall be deemed timely if delivered to the
Secretary of the Corporation after November 15, 1999 but before December 14,
1999. In no event shall the public announcement of an adjournment or
postponement of an annual meeting or the fact that an annual meeting is held
before or after the anniversary of the preceding annual meeting commence a new
time period for the giving of a shareholder's notice as described above. Each
such notice shall set forth: (a) the name and address of the shareholder who
intends to make the nomination and any other person on whose behalf the
nomination is being made, and of the person or persons to be nominated; (b) the
class and number of shares of the Corporation that are owned by the shareholder
and any other person on whose behalf the nomination is being made, (c) a
representation that the shareholder is a holder of record of shares 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; (d) 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; and (e) such other information regarding each nominee proposed
by such shareholder as would be required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required to be disclosed, pursuant to the proxy rules of the Securities and
Exchange Commission had the nominee been nominated or intended to be nominated
by
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the Board of Directors, and shall include a consent signed by each such nominee
to being named in the Proxy Statement as a nominee and to serve as a director of
the Corporation if so elected. In the event that a shareholder attempts to
nominate any person without complying with the procedures set forth in this
Article I, Section 10, such person shall not be nominated and shall not stand
for election at such meeting. The Chairman of the Board of Directors shall have
the power and duty to determine whether a nomination proposed to be brought
before the meeting was made in accordance with the procedures set forth in this
Article I, Section 10 and, if any proposed nomination is not in compliance with
this Article I, Section 10, to declare that such defective proposal shall be
disregarded.
ARTICLE II.
BOARD OF DIRECTORS.
SECTION 1. NUMBER, CLASSIFICATION, TERM, ELECTION. The property,
business and affairs of the Corporation shall be managed under the direction of
the Board as from time to time constituted. The Board shall consist of seven
directors, but the number of directors may be increased to any number, not more
than ten directors as set forth in the Articles of Incorporation, or decreased
to any number, not less than three directors, by amendment of these Bylaws,
provided that no decrease in the number of directors shall shorten or terminate
the term of any incumbent director. No director need be a shareholder.
SECTION 2. COMPENSATION. Each director, in consideration of his serving
as such, shall be entitled to receive from the Corporation such amount per annum
or such fees for attendance at Board and Committee meetings, or both, in cash or
other property, including securities of the Corporation, as the Board shall from
time to time determine, together with reimbursements for the reasonable expenses
incurred by him in connection with the performance of his duties. Nothing
contained herein shall preclude any director from serving the Corporation, or
any subsidiary or affiliated corporation, in any other capacity and receiving
proper compensation therefor. If the Board adopts a resolution to that effect,
any director may elect to defer all or any part of the annual and other fees
hereinabove referred to for such period and on such terms and conditions as
shall be permitted by such resolution.
SECTION 3. PLACE OF MEETINGS. The Board may hold its meetings at such
place or places within or without the Commonwealth of Virginia as it may from
time to time by resolution determine or as shall be specified or fixed in the
respective notices or waivers of notice thereof.
SECTION 4. ORGANIZATION MEETING. After each annual election of
directors (other than the election in 1999), as soon as conveniently may be, the
newly constituted Board shall meet for the purposes of organization. At such
organization meeting, the newly constituted Board shall elect officers of the
Corporation and transact such other business as shall come before the meeting.
Notice of organization meetings of the Board need not
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be given. Any organization meeting may be held at any other time or place which
shall be specified in a notice given as hereinafter provided for special
meetings of the Board, or in a waiver of notice thereof signed by all the
directors.
SECTION 5. REGULAR MEETINGS. Regular meetings of the Board may be held
at such time and place as may from time to time be specified in a resolution
adopted by the Board then in effect; and, unless otherwise required by such
resolution, or by law, notice of any such regular meeting need not be given.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board shall be
held whenever called by the Chief Executive Officer, or by the Secretary at the
request of any three directors. Notice of a special meeting shall be mailed to
each director, addressed to him at his residence or usual place of business, not
later than the second day before the day on which such meeting is to be held, or
shall be sent addressed to him at such place by telegraph, cable or wireless, or
be delivered personally or by telephone, not later than the day before the day
on which such meeting is to be held. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the Board need be
specified in the notice of such meeting, unless required by the Articles.
SECTION 7. QUORUM. At each meeting of the Board the presence of a
majority of the number of directors fixed by these Bylaws shall be necessary to
constitute a quorum. The act of a majority of the directors present at a meeting
at which a quorum shall be present shall be the act of the Board, except as may
be otherwise provided by law or by these Bylaws. Any meeting of the Board may be
adjourned by a majority vote of the directors present at such meeting. Notice of
any adjourned meeting need not be given.
SECTION 8. WAIVERS OF NOTICE OF MEETINGS. Notwithstanding anything in
these Bylaws or in any resolution adopted by the Board to the contrary, notice
of any meeting of the Board need not be given to any director if such notice
shall be waived in writing signed by such director before, at or after the
meeting, or if such director shall be present at the meeting. Any meeting of the
Board shall be a legal meeting without any notice having been given or
regardless of the giving of any notice or the adoption of any resolution in
reference thereto, if every member of the Board shall be present thereat. Except
as otherwise provided by law or these Bylaws, waivers of notice of any meeting
of the Board need not contain any statement of the purpose of the meeting.
SECTION 9. TELEPHONE MEETINGS. Members of the Board or any committee
may participate in a meeting of the Board or such committee by means of a
conference telephone or other means of communications whereby all directors
participating may simultaneously hear each other during the meeting, and
participation by such means shall constitute presence in person at such meeting.
SECTION 10. ACTIONS WITHOUT MEETINGS. Any action that may be taken at a
meeting of the Board or of a committee may be taken without a meeting if a
consent in writing, setting forth the action, shall be signed, either before or
after such action, by all of
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the directors or all of the members of the committee, as the case may be. Such
consent shall have the same force and effect as a unanimous vote.
ARTICLE III.
COMMITTEES.
SECTION 1. EXECUTIVE AND FINANCE COMMITTEE. The Board may, by
resolution or resolutions adopted by a majority of the number of directors fixed
by these Bylaws, appoint two or more directors to constitute an Executive and
Finance Committee, each member of which shall serve as such during the pleasure
of the Board, and may designate for such committee a chairman, who shall
continue as such during the pleasure of the Board.
All completed action by the Executive and Finance Committee shall be
reported to the Board at its meeting next succeeding such action or at its
meeting held in the month following the taking of such action, and shall be
subject to revision or alteration by the Board; provided, that no acts or rights
of third parties shall be affected by any such revision or alteration.
The Executive and Finance Committee shall fix its own rules of
procedure and shall meet where and as provided by such rules or by resolution of
the Board. At all meetings of the Executive and Finance Committee, a majority of
the full number of members of such committee shall constitute a quorum, and in
every case the affirmative vote of a majority of members present at any meeting
of the Executive and Finance Committee at which a quorum is present shall be
necessary for the adoption of any resolution.
During the intervals between the meetings of the Board, the Executive
and Finance Committee shall possess and may exercise all the power and authority
of the Board (including, without limitation, all the power and authority of the
Board in the management, control and direction of the financial affairs of the
Corporation) except with respect to those matters reserved to the Board by
Virginia law, in such manner as the Executive and Finance Committee shall deem
best for the interests of the Corporation, in all cases in which specific
directions shall not have been given by the Board.
SECTION 2. OTHER COMMITTEES. To the extent permitted by law, the Board
may from time to time by resolution adopted by a majority of the number of
directors fixed by these Bylaws create such other committees of directors,
officers, employees or other persons designated by it as the Board shall deem
advisable and with such limited authority, functions and duties as the Board
shall by resolution prescribe. The Board shall have the power to change the
members of any such committee at any time, to fill vacancies, and to discharge
any such committee, either with or without cause, at any time.
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ARTICLE IV.
OFFICERS.
SECTION 1. NUMBER, TERM, ELECTION. The officers of the Corporation
shall be a Chief Executive Officer, a Chairman of the Board, a President, one or
more Vice Presidents, a Treasurer, a Controller and a Secretary. The Board may
appoint such other officers and such assistant officers and agents with such
powers and duties as the Board may find necessary or convenient to carry on the
business of the Corporation. Such officers and assistant officers shall serve
until their successors shall be chosen, or as otherwise provided in these
Bylaws. Any two or more offices may be held by the same person.
SECTION 2. CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall,
subject to the control of the Board and the Executive and Finance Committee,
have full authority and responsibility for directing the conduct of the
business, affairs and operations of the Corporation. In addition to acting as
Chief Executive Officer of the Corporation, he or she shall perform such other
duties and exercise such other powers as may from time to time be prescribed by
the Board and shall see that all orders and resolutions of the Board and the
Executive and Finance Committee are carried into effect. In the event of the
inability of the Chief Executive Officer to act, the Board will designate an
officer of the Corporation to perform the duties of that office.
SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the Board and of the shareholders and, in the absence
of the Chairman of the Executive and Finance Committee, at all meetings of the
Executive and Finance Committee. He or she shall perform such other duties and
exercise such other powers as may from time to time be prescribed by the Board
or, if he or she shall not be the Chief Executive Officer, by the Chief
Executive Officer.
SECTION 4. PRESIDENT. The President shall have such powers and perform
such duties as may from time to time be prescribed by the Board or, if he or she
shall not be the Chief Executive Officer, by the Chief Executive Officer.
SECTION 5. VICE PRESIDENTS. Each Vice President shall have such powers
and perform such duties as may from time to time be prescribed by the Board, the
Chief Executive Officer or any officer to whom the Chief Executive Officer may
have delegated such authority.
SECTION 6. TREASURER. The Treasurer shall have the general care and
custody of the funds and securities of the Corporation. He or she shall perform
such other duties and exercise such other powers as may from time to time be
prescribed by the Board, the Chief Executive Officer or any officer to whom the
Chief Executive Officer may have delegated such authority. If the Board shall so
determine, he or she shall give a bond for the faithful performance of his or
her duties, in such sum as the Board may determine to be proper, the expense of
which shall be borne by the Corporation. To such extent as the
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Board shall deem proper, the duties of the Treasurer may be performed by one or
more assistants, to be appointed by the Board.
SECTION 7. CONTROLLER. The Controller shall be the accounting officer
of the Corporation. He or she shall keep full and accurate accounts of all
assets, liabilities, receipts and disbursements and other transactions of the
Corporation and cause regular audits of the books and records of the Corporation
to be made. He or she shall also perform such other duties and exercise such
other powers as may from time to time be prescribed by the Board, the Chief
Executive Officer or any officer to whom the Chief Executive Officer may have
delegated such authority. If the Board shall so determine, he or she shall give
a bond for the faithful performance of his duties, in such sum as the Board may
determine to be proper, the expense of which shall be borne by the Corporation.
To such extent as the Board shall deem proper, the duties of the Controller may
be performed by one or more assistants, to be appointed by the Board.
SECTION 8. SECRETARY. The Secretary shall keep the minutes of meetings
of shareholders, of the Board, and, when requested, of Committees of the Board;
and he or she shall attend to the giving and serving of notices of all meetings
thereof. He or she shall keep or cause to be kept such stock and other books,
showing the names of the shareholders of the Corporation, and all other
particulars regarding them, as may be required by law. He or she shall also
perform such other duties and exercise such other powers as may from time to
time be prescribed by the Board, the Chief Executive Officer or any officer to
whom the Chief Executive Officer may have delegated such authority. To such
extent as the Board shall deem proper, the duties of the Secretary may be
performed by one or more assistants, to be appointed by the Board.
ARTICLE V.
REMOVALS AND RESIGNATIONS.
SECTION 1. REMOVAL OF OFFICERS. Any officer, assistant officer or agent
of the Corporation may be removed at any time, either with or without cause, by
the Board in its absolute discretion. Any such removal shall be without
prejudice to the recovery of damages for breach of the contract rights, if any,
of the officer, assistant officer or agent removed. Election or appointment of
an officer, assistant officer or agent shall not of itself create contract
rights.
SECTION 2. RESIGNATION. Any director, officer or assistant officer of
the Corporation may resign as such at any time by giving written notice of his
resignation to the Board, the Chief Executive Officer or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein
or, if no time is specified therein, at the time of delivery thereof, and,
unless otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective.
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SECTION 3. VACANCIES. Any vacancy in the office of any officer or
assistant officer caused by death, resignation, removal or any other cause, may
be filled by the Board for the unexpired portion of the term.
ARTICLE VI.
CONTRACTS, LOANS, CHECKS, DRAFTS, DEPOSITS, ETC.
SECTION 1. EXECUTION OF CONTRACTS. Except as otherwise provided by law
or by these Bylaws, the Board (i) may authorize any officer, employee or agent
of the Corporation to execute and deliver any contract, agreement or other
instrument in writing in the name and on behalf of the Corporation, and (ii) may
authorize any officer, employee or agent of the Corporation so authorized by the
Board to delegate such authority by written instrument to other officers,
employees or agents of the Corporation. Any such authorization by the Board may
be general or specific and shall be subject to such limitations and restrictions
as may be imposed by the Board. Any such delegation of authority by an officer,
employee or agent may be general or specific, may authorize re-delegation, and
shall be subject to such limitations and restrictions as may be imposed in the
written instrument of delegation by the person making such delegation.
SECTION 2. LOANS. No loans shall be contracted on behalf of the
Corporation and no negotiable paper shall be issued in its name unless
authorized by the Board. When authorized by the Board, any officer, employee or
agent of the Corporation may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any firm,
corporation or individual, and for such loans and advances may make, execute and
deliver promissory notes, bonds or other certificates or evidences of
indebtedness of the Corporation and when so authorized may pledge, hypothecate
or transfer any securities or other property of the Corporation as security for
any such loans or advances. Such authority may be general or confined to
specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts and other orders for
the payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by the
Board.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board may select or
as may be selected by the Treasurer or any other officer, employee or agent of
the Corporation to whom such power may from time to time be delegated by the
Board.
SECTION 5. VOTING OF SECURITIES. Unless otherwise provided by the
Board, the Chief Executive Officer may from time to time appoint an attorney or
attorneys, or agent or agents of the Corporation, in the name and on behalf of
the Corporation, to cast the votes
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which the Corporation may be entitled to cast as the holder of stock or other
securities in any other corporation, any of whose stock or other securities may
be held by the Corporation, at meetings of the holders of the stock or other
securities of such other corporation, or to consent in writing, in the name of
the Corporation as such holder, to any action by 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 in the
name and on behalf of the Corporation and under its corporate seal, or
otherwise, all such written proxies or other instruments as such officer may
deem necessary or proper in the premises.
ARTICLE VII.
CAPITAL STOCK.
SECTION 1. SHARES. Shares of the Corporation may but need not be
represented by certificates.
When shares are represented by certificates, the Corporation shall
issue such certificates in such form as shall be required by the Virginia Stock
Corporation Act (the "VSCA") and as determined by the Board of Directors, to
every shareholder for the fully paid shares owned by such shareholder. Each
certificate shall be signed by, or shall bear the facsimile signature of, the
Chairman of the Board, the President or a Vice President and the Secretary or an
Assistant Secretary of the Corporation and may bear the corporate seal of the
Corporation or its facsimile. All certificates for the Corporation's shares
shall be consecutively numbered or otherwise identified.
The name and address of the person to whom shares (whether or not
represented by a certificate) are issued, with the number of shares and date of
issue, shall be entered on the share transfer books of the Corporation. Such
information may be stored or retained on discs, tapes, cards or any other
approved storage device relating to data processing equipment; provided that
such device is capable of reproducing all information contained therein in
legible and understandable form, for inspection by shareholders or for any other
corporate purpose.
When shares are not represented by certificates, then within a
reasonable time after the issuance or transfer of such shares, the Corporation
shall send the shareholder to whom such shares have been issued or transferred a
written statement of the information required by the VSCA to be included on
certificates.
SECTION 2. STOCK TRANSFER BOOKS AND TRANSFER OF SHARES. The
Corporation, or its designated transfer agent or other agent, shall keep a book
or set of books to be known as the stock transfer books of the Corporation,
containing the name of each shareholder of record, together with such
shareholder's address and the number and class or series of shares held by such
shareholder. Shares of stock of the Corporation shall be transferable on the
stock books of the Corporation by the holder in person or by
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his attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary or the transfer agent, but, except as hereinafter provided in
the case of loss, destruction or mutilation of certificates, no transfer of
stock shall be entered until the previous certificate, if any, given for the
same shall have been surrendered and canceled. Transfer of shares of the
Corporation represented by certificates shall be made on the stock transfer
books of the Corporation only upon surrender of the certificates for the shares
sought to be transferred by the holder of record thereof or by such holder's
duly authorized agent, transferee or legal representative, who shall furnish
proper evidence of authority to transfer with the Secretary of the Corporation
or its designated transfer agent or other agent. All certificates surrendered
for transfer shall be canceled before new certificates for the transferred
shares shall be issued. Except as otherwise provided by law, no transfer of
shares shall be valid as against the Corporation, its shareholders or creditors,
for any purpose, until it shall have been entered in the stock records of the
Corporation by an entry showing from and to whom transferred.
SECTION 3. HOLDER OF RECORD. Except as otherwise required by the VSCA,
the Corporation may treat the person in whose name shares of stock of the
Corporation (whether or not represented by a certificate) stand of record on its
books or the books of any transfer agent or other agent designated by the Board
of Directors as the absolute owner of the shares and the person exclusively
entitled to receive notification and distributions, to vote, and to otherwise
exercise the rights, powers and privileges of ownership of such shares.
SECTION 4. RECORD DATE. 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
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 days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken. 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 unless the Board fixes
a new record date, which it shall do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.
SECTION 5. LOST, DESTROYED OR MUTILATED CERTIFICATES. In case of loss,
destruction or mutilation of any certificate of stock, another may be issued in
its place upon proof of such loss, destruction or mutilation and upon the giving
of a bond of indemnity to the Corporation in such form and in such sum as the
Board may direct; provided that a new certificate may be issued without
requiring any bond when, in the judgment of the Board, it is proper so to do.
SECTION 6. TRANSFER AGENT AND REGISTRAR; REGULATIONS. The Corporation
may, if and whenever the Board of Directors so determines, maintain in the
Commonwealth of Virginia or any other state of the United States, one or more
transfer offices or agencies and also one or more registry offices which offices
and agencies may establish rules and
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regulations for the issue, transfer and registration of certificates. No
certificates for shares of stock of the Corporation in respect of which a
transfer agent and registrar shall have been designated shall be valid unless
countersigned by such transfer agent and registered by such registrar. The Board
of Directors may also make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of shares represented
by certificates and shares without certificates.
ARTICLE VIII.
INSPECTION OF RECORDS.
The Board from time to time shall determine whether, to what extent, at
what times and places, and under what conditions and regulations the accounts
and books and papers of the Corporation, or any of them, shall be open for the
inspection of the shareholders, and no shareholder shall have any right to
inspect any account or book or paper of the Corporation except as expressly
conferred by statute or by these Bylaws or authorized by the Board.
ARTICLE IX.
AUDITOR.
The Board shall annually appoint an independent accountant who shall
carefully examine the books of the Corporation. One such examination shall be
made immediately after the close of the fiscal year and be ready for
presentation at the annual meeting of shareholders of the Corporation, and such
other examinations shall be made as the Board may direct.
ARTICLE X.
SEAL.
The seal of the Corporation shall be circular in form and shall bear
the name of the Corporation and the year "1998."
ARTICLE XI.
FISCAL YEAR.
The fiscal year of the Corporation shall end on the 31st day of
December in each year.
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EMERGENCY BYLAWS.
SECTION 1. DEFINITIONS. As used in these Emergency Bylaws,
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(a) the term "period of emergency" shall mean any period during which a
quorum of the Board cannot readily be assembled because of some catastrophic
event.
(b) the term "incapacitated" shall mean that the individual to whom
such term is applied shall not have been determined to be dead but shall be
missing or unable to discharge the responsibilities of his office; and
(c) the term "senior officer" shall mean the Chairman of the Board, the
Chief Executive Officer, the President, any corporate Vice President, the
Treasurer, the Controller and the Secretary, and any other person who may have
been so designated by the Board before the emergency.
SECTION 2. APPLICABILITY. These Emergency Bylaws, as from time to time
amended, shall be operative only during any period of emergency. To the extent
not inconsistent with these Emergency Bylaws, all provisions of the regular
Bylaws of the Corporation shall remain in effect during any period of emergency.
No officer, director or employee shall be liable for actions taken in
good faith in accordance with these Emergency Bylaws.
SECTION 3. BOARD OF DIRECTORS. (a) A meeting of the Board may be called
by any director or senior officer of the Corporation. Notice of any meeting of
the Board need be given only to such of the directors as it may be feasible to
reach at the time and by such means as may be feasible at the time, including
publication or radio, and at a time less than twenty-four hours before the
meeting if deemed necessary by the person giving notice.
(b) At any meeting of the Board, three directors in attendance shall
constitute a quorum. Any act of a majority of the directors present at a meeting
at which a quorum shall be present shall be the act of the Board. If less than
three directors should be present at a meeting of the Board, any senior officer
of the Corporation in attendance at such meeting shall serve as a director for
such meeting, selected in order of rank and within the same rank in order of
seniority.
(c) In addition to the Board's powers under the regular Bylaws of the
Corporation to fill vacancies on the Board, the Board may elect any individual
as a director to replace any director who may be incapacitated and to serve
until the latter ceases to be incapacitated or until the termination of the
period of emergency, whichever first occurs. In considering officers of the
Corporation for election to the Board, the rank and seniority of individual
officers shall not be pertinent.
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(d) The Board, during as well as before any such emergency, may change
the principal office or designate several alternative offices or authorize the
officers to do so.
SECTION 4. APPOINTMENT OF OFFICERS. In addition to the Board's powers
under the regular Bylaws of the Corporation with respect to the election of
officers, the Board may elect any individual as an officer to replace any
officer who may be incapacitated and to serve until the latter ceases to be
incapacitated.
SECTION 5. AMENDMENTS. These Emergency Bylaws shall be subject to
repeal or change by further action of the Board of Directors or by action of the
shareholders, except that no such repeal or change shall modify the provisions
of the second paragraph of Section 2 with regard to action or inaction prior to
the time of such repeal or change. Any such amendment of these Emergency Bylaws
may make any further or different provision that may be practical and necessary
for the circumstances of the emergency.
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