Exhibit 3.2
BYLAWS
OF
E. I. DU PONT DE NEMOURS AND COMPANY
------------------------------------
Incorporated Under The Laws of Delaware
AS REVISED January 1, 1999
BYLAWS
Page
ARTICLE I.
MEETING OF STOCKHOLDERS:
Section 1. Annual 1
Section 2. Special 1
Section 3. Notice 1
Section 4. Quorum 1
Section 5. Organization 1
Section 6. Voting 2
Section 7. Inspectors 2
ARTICLE II.
BOARD OF DIRECTORS:
Section 1. Number 2
Section 2. Term 2
Section 3. Increase of Number 2
Section 4. Resignation 2
Section 5. Vacancies 3
Section 6. Regular Meetings 3
Section 7. Special Meetings 3
Section 8. Quorum 3
Section 9. Place of Meeting, Etc. 3
Section 10. Interested Directors; Quorum 3
ARTICLE III.
COMMITTEES OF THE BOARD:
Section 1. Committees 4
Section 2. Procedure 4
Section 3. Reports to the Board 5
Section 4. Strategic Direction Committee 5
Section 5. Audit Committee 5
Section 6. Environmental Policy Committee 5
Section 7. Compensation Committee 5
Section 8. Corporate Governance Committee 5
Page
ARTICLE IV.
OFFICE OF THE CHIEF EXECUTIVE 6
ARTICLE V.
OFFICERS:
Section 1. Officers 6
Section 2. Chairman of the Board 6
Section 3. Executive Vice Presidents 6
Section 4. Vice Presidents 6
Section 5. Senior Vice President - Finance 7
Section 6. Treasurer 7
Section 7. Assistant Treasurer 7
Section 8. Controller 7
Section 9. Assistant Controller 7
Section 10. Secretary 7
Section 11. Assistant Secretary 7
Section 12. Removal 8
Section 13. Resignation 8
Section 14. Vacancies 8
ARTICLE VI.
MISCELLANEOUS:
Section 1. Indemnification of Directors or Officers 8
Section 2. Certificate for Shares 9
Section 3. Transfer of Shares 9
Section 4. Regulations 9
Section 5. Record Date of Stockholders 9
Section 6. Corporate Seal 10
ARTICLE VII.
AMENDMENTS 10
BYLAWS
OF
E. I. DU PONT DE NEMOURS AND COMPANY
ARTICLE I.
MEETING OF STOCKHOLDERS
SECTION 1. Annual. Meetings of the stockholders for the purpose of
electing Directors, and transacting such other proper business as may be brought
before the meeting, shall be held annually at such date, time and place, within
or without the State of Delaware as may be designated by the Board of Directors
("Board").
SECTION 2. Special. Special meetings of the stockholders may be called
by the Board and shall be called by the Secretary at the request in writing of
the holders of record of at least twenty-five percent of the outstanding stock
of the corporation entitled to vote. Special meetings shall be held within or
without the State of Delaware, as the Board shall designate.
SECTION 3. Notice. Written notice of each meeting of stockholders,
stating the place, date and hour of the meeting, and the purpose or purposes
thereof, shall be mailed not less than ten nor more than sixty days before the
date of such meeting to each stockholder entitled to vote thereat.
SECTION 4. Quorum. Unless otherwise provided by statute, the holders
of shares of stock entitled to cast a majority of votes at a meeting, present
either in person or by proxy, shall constitute a quorum at such meeting.
Absence of a quorum of the holders of Common Stock or Preferred Stock at
any meeting or adjournment thereof, at which under the Certificate of
Incorporation the holders of Preferred Stock have the right to elect any
Directors, shall not prevent the election of Directors by the other class of
stockholders entitled to elect Directors as a class if the necessary quorum of
stockholders of such other class shall be present in person or by proxy.
SECTION 5. Organization. The Chairman of the Board shall preside at
meetings of stockholders. The Secretary of the Company shall act as Secretary of
all meetings of the stockholders, but in the absence of the Secretary the
presiding officer may appoint a Secretary of the meeting. The order of business
for such meetings shall be determined by the Chairman of the Board.
SECTION 6. Voting. Each stockholder entitled to vote at any meeting
shall be entitled to one vote for each share held of record, in person, by
written proxy or by any permissible means of electronic transmission, provided
that such electronic transmission must either contain, or be submitted with,
information from which it can be determined that it was authorized by the
stockholder. Upon the demand of any stockholder, such stockholder shall be
entitled to vote by ballot. All elections and questions shall be decided by
plurality vote, except as otherwise required by statute.
SECTION 7. Inspector(s). At each meeting of the stockholders the
Inspector(s) shall, among other things, ascertain the number of shares
outstanding and the voting power of each; determined the shares represented at
the meeting and the validity of proxies and ballots; count all votes and
ballots; and certify their determination of the number of shares represented and
their count of all votes and ballots. If three or more Inspectors are appointed,
a majority of those appointed shall have power to make a decision. Each such
Inspector shall be appointed by the Board before the meeting, or in default
thereof, by the presiding officer at the meeting, and shall be sworn to the
faithful performance of their duties. If any Inspector previously appointed
shall fail to attend or refuse or be unable to serve, a substitute shall be
appointed by the presiding officer.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 1. Number. The business and affairs of the Company shall be
under the direction of the Board. The number of Directors, which shall not be
less than ten, shall be determined from time to time by the vote of two-thirds
of the whole Board.
SECTION 2. Term. Each Director shall hold office until the next annual
election of Directors and until the Director's successor is elected and
qualified.
SECTION 3. Increase of Number. In case of any increase in the number
of Directors between Annual Meetings of Stockholders, each additional Director
shall be elected by the vote of two-thirds of the whole Board.
SECTION 4. Resignation. A director may resign at any time by giving
written notice to the Chairman of the Board or the Secretary. The acceptance
thereof shall not be necessary to make it effective; and such resignation shall
take effect at the time specified therein or, in the absence of such
specification, it shall take effect upon the receipt thereof.
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SECTION 5. Vacancies. In case of any vacancy in the Board for any cause,
the remaining Directors, by vote of majority of the whole board, may elect a
successor to hold office for the unexpired term of the Director whose place is
vacant.
SECTION 6. Regular Meetings. Regular meetings of the Board shall be
held at such times as the Board may designate. A notice of each regular meeting
shall not be required.
SECTION 7. Special Meetings. Special meetings of the Board shall be
held whenever called by the direction of the Chairman of the Board, or of
one-third of the Directors.
The Secretary shall give notice of such special meetings by mailing the
same at least two days before the meeting, or by telegraphing the same at least
one day before the meeting to each Director; but such notice may be waived by
any Director. Unless otherwise indicated in the notice thereof, any and all
business may be transacted at a special meeting. At any meeting at which every
Director shall be present, any business may be transacted, irrespective of
notice.
SECTION 8. Quorum. One-third of the Board shall constitute a quorum.
If there be less than a quorum present at any meeting, a majority of those
present may adjourn the meeting from time to time.
Except as otherwise provided by law, the Certificate of Incorporation, or
by these Bylaws, the affirmative vote of a majority of the Directors present at
any meeting at which there is quorum shall be necessary for the passage of any
resolution.
SECTION 9. Place of Meeting, Etc. The Directors shall hold the
meetings, and may have an office or offices in such place or places within or
outside the State of Delaware as the Board from time to time may determine.
SECTION 10. Interested Directors; Quorum
1) No contract or other transaction between the Company and one or
more of its Directors, or between the Company and any other
corporation, partnership, association, or other organization in
which one or more of the Directors of the Company is a Director or
officer, or has a financial interest, shall be void or voidable,
because the Director is present at or participates in the meeting
of the Board or committee thereof which authorizes the contract or
transaction, or solely because such Director's vote is counted for
such purpose, if:
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a) the material facts as to such Director's relationship or
interest and as to the contract or transaction are
disclosed or are known to the Board or the committee, and
the Board or committee in good faith authorizes the
contract or transaction by the affirmative votes of a
majority of the disinterested Directors, even though the
disinterested Directors be less than a quorum; or
b) the material facts as to such Director's relationship or
interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or
c) the contract or transaction is fair as to the Company as of
the time it is authorized, approved or ratified, by the
Board, a committee thereof, or the stockholders; and
2) Common or interested Directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee
which authorizes the contract or transaction.
ARTICLE III.
COMMITTEES OF THE BOARD
SECTION 1. Committees. The Board shall by the affirmative vote of a
majority of the whole Board, elect from the Directors a Strategic Direction
Committee, an Audit Committee, an Environmental Policy Committee, a Compensation
Committee, and a Corporate Governance Committee, and may, by resolution passed
by a majority of the whole Board, designate one or more additional committees,
each committee to consist of one or more Directors. The Board shall designate
for each of these committees a Chairman, and, if desired, a Vice Chairman, who
shall continue as such during the pleasure of the Board. The number of members
of each committee shall be determined from time to time by the Board.
SECTION 2. Procedure. Each Committee shall fix its own rules of
procedure and shall meet where and as provided by such rules. A majority of a
committee shall constitute a quorum. In the absence or disqualification of a
member of any committee, the members of such committee present at any meeting,
and not disqualified from voting, whether or not they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member.
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SECTION 3. Reports To The Board. Each Committee shall keep regular
minutes of its proceedings and shall periodically report to the Board summaries
of the Committee's significant completed actions and such other matters as
requested by the Board.
SECTION 4. Strategic Direction Committee. The Strategic Direction
Committee shall review the Company's strategic direction and overall objectives
and shall have such powers and perform such duties as may be assigned to it from
time to time by the Board.
SECTION 5. Audit Committee. The Audit Committee shall employ independent
public accountants, subject to stockholder ratification at each annual meeting,
review the adequacy of internal controls and the accounting principles employed
in financial reporting, and shall have such power and perform such duties as may
be assigned to it from time to time by the Board. None of the Members of the
Audit Committee shall be an officer or employee of the Company or its
subsidiaries.
SECTION 6. Environmental Policy Committee. The Environmental Policy
Committee shall review the Company's environmental policies and practices and
shall have such powers and perform such duties as may be assigned to it from
time to time by the Board.
SECTION 7. Compensation Committee. The Compensation Committee shall have
the power and authority vested in it by the Compensation Plans of the Company
and shall have such powers and perform such duties as may be assigned to it from
time to time by the Board. None of the members of the Compensation Committee
shall be an officer or employee of the Company or its subsidiaries.
SECTION 8. Corporate Governance Committee. The Corporate Governance
Committee shall recommend to the Board nominees for election as directors of the
Company. The Committee shall also have responsibility for reviewing and making
recommendations to the Board related to matters on corporate governance and
shall have such powers and perform such duties as may be assigned to it from
time to time by the Board. None of the members of the Corporate Governance
Committee shall be an officer or employee of the Company or its subsidiaries.
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ARTICLE IV.
OFFICE OF THE CHIEF EXECUTIVE
The Board shall elect an Office of the Chief Executive whose members
shall include such officers as may be designated by the Board. The Office of the
Chief Executive shall have responsibility for the strategic direction and
operations of all the businesses of the Company and shall have such powers and
perform such duties as may be assigned to it from time to time by the Board.
All significant completed actions by the Office of the Chief Executive
shall be reported to the Board at the next succeeding Board meeting, or at its
meeting held in the month following the taking of such action.
ARTICLE V.
OFFICERS
SECTION 1. Officers. The officers of the Company shall be a Chairman of
the Board, one or more Executive Vice Presidents, a Senior Vice President -
Finance and a Secretary.
The Board and the Office of the Chief Executive, may appoint such other
officers as they deem necessary, who shall have such authority and shall perform
such duties as may be prescribed, respectively, by the Board or the Office of
the Chief Executive.
SECTION 2. Chairman of the Board. The Chairman of the Board shall be the
Chief Executive Officer of the Company and, subject to the Board and the Office
of the Chief Executive, shall have general charge of the business and affairs of
the Company. The Chairman of the Board shall preside at all meetings of the
stockholders and of the Board. The Chairman may sign and execute all authorized
bonds, contracts or other obligations, in the name of the Company, and with the
Treasurer may sign all certificates of the shares in the capital stock of the
Company.
SECTION 3. Executive Vice Presidents. Each Executive Vice President
shall have such powers and perform such duties as may be assigned to such
Executive Vice President by the Board or the Office of the Chief Executive.
SECTION 4. Vice Presidents. The Board or the Office of the Chief
Executive may appoint one or more Vice Presidents. Each Vice President shall
have such title, powers and duties as may be assigned to such Vice President by
the Board or the Office of the Chief Executive.
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SECTION 5. Senior Vice President - Finance. The Senior Vice President -
Finance shall be the chief financial officer of the Company, and shall have such
powers and perform such duties as may be assigned to such Senior Vice President
- - Finance by the Board or the Office of the Chief Executive.
SECTION 6. Treasurer. The Board shall appoint a Treasurer. Under the
general direction of the Senior Vice President - Finance, the Treasurer shall
have such powers and perform such duties as may be assigned to such Treasurer by
the Board or the Office of the Chief Executive.
SECTION 7. Assistant Treasurer. The Board or the Office of the Chief
Executive may appoint one or more Assistant Treasurers. Each Assistant Treasurer
shall have such powers and shall perform such duties as may be assigned to such
Assistant Treasurer by the Board or the Office of the Chief Executive.
SECTION 8. Controller. The Board may appoint a Controller. Under the
general direction of the Senior Vice President - Finance, the Controller shall
have such powers and perform such duties as may be assigned to such Controller
by the Board or the Office of the Chief Executive.
SECTION 9. Assistant Controller. The Board or the Office of the Chief
Executive may appoint one or more Assistant Controllers. Each Assistant
Controller shall have such powers and shall perform such duties as may be
assigned to such Assistant Controller by the Board or the Office of the Chief
Executive.
SECTION 10. Secretary. The Secretary shall keep the minutes of all the
meetings of the Board and the minutes of all the meetings of the stockholders;
the Secretary shall attend to the giving and serving of all notices of meetings
as required by law or these Bylaws; the Secretary shall affix the seal of the
Company to any instruments when so required; and the Secretary shall in general
perform all the corporate duties incident to the office of Secretary, subject to
the control of the Board or the Chairman of the Board, and such other duties as
may be assigned to the Secretary by the Board or the Chairman of the Board.
SECTION 11. Assistant Secretary. The Board or the Office of the Chief
Executive may appoint one or more Assistant Secretaries. Each Assistant
Secretary shall have such powers and shall perform such duties as may be
assigned to such Assistant Secretary by the Board or the Chairman of the Board;
and such Assistant Secretary shall affix the seal of the Company to any
instruments when so required.
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SECTION 12. Removal. All officers may be removed or suspended at any time
by the vote of the majority of the whole Board. All officers, agents and
employees, other than officers elected or appointed by the Board, may be
suspended or removed by the committee or by the officer appointing them.
SECTION 13. Resignation. Any officer may resign at any time by giving
written notice to the Chairman of the Board or the Secretary. Unless otherwise
stated in such notice of resignation, the acceptance thereof shall not be
necessary to make it effective; and such resignation shall take effect at the
time specified therein or, in the absence of such specification, it shall take
effect upon the receipt thereof.
SECTION 14. Vacancies. A vacancy in any office shall be filled in the
same manner as provided for election or appointment to such office.
ARTICLE VI.
MISCELLANEOUS
SECTION 1. Indemnification of Directors or Officers. Each person who is
or was a Director or officer of the Company (including the heirs, executors,
administrators or estate of such person) shall be indemnified by the Company as
of right to the full extent permitted by the General Corporation Law of Delaware
against any liability, cost or expense asserted against such Director or officer
and incurred by such Director or officer by reason of the fact that such person
is or was a Director or officer. The right to indemnification conferred by this
Section shall include the right to be paid by the Company the expenses incurred
in defending in any action, suit or proceeding in advance of its final
disposition, subject to the receipt by the Company of such undertakings as might
be required of an indemnitee by the General Corporation Law of Delaware.
In any action by an indemnitee to enforce a right to indemnification
hereunder or by the Company to recover advances made hereunder, the burden of
proving that the indemnitee is not entitled to be indemnified shall be on the
Company. In such an action, neither the failure of the Company (including its
Board, independent legal counsel or stockholders) to have made a determination
that indemnification is proper, nor a determination by the Company that
indemnification is improper, shall create a presumption that the indemnitee is
not entitled to be indemnified or, in the case of such an action brought by the
indemnitee, be a defense thereto. If successful in whole or in part in such an
action, an indemnitee shall be entitled to be paid also the expense of
prosecuting or defending same. The Company may, but shall not be obligated to,
maintain insurance at its expense, to protect itself and any such person against
any such liability, cost or expense.
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SECTION 2. Certificate for Shares. The shares of the capital stock of
the Company shall be represented by certificates unless the Company provides by
appropriate action that some or all of any or all classes or series of the
Company's stock shall be uncertificated. Notwithstanding the Company's taking
such action, to the extent required by law, every holder of stock represented by
certificates and, upon request, every holder of uncertificated shares, shall be
entitled to a certificate representing the number of shares in the Company owned
by such stockholder in such form, not inconsistent with the Certificate of
Incorporation, as shall be prescribed by the Board. Certificates representing
shares of the capital stock of the Company shall be signed by the Chairman of
the Board or an Executive Vice President and the Treasurer, Secretary or an
Assistant Secretary. Any or all signatures on the certificate, including those
of the Transfer Agent and Registrar, may be facsimile.
The name of the person owning the shares represented thereby, with the
number of such shares and the date of issue, shall be entered on the Company's
books.
All certificates surrendered to the Company shall be cancelled, and no
new certificates shall be issued until the former certificate for the same
number of shares of the same class shall have been surrendered and cancelled,
except that the Board may determine, from time to time, the conditions and
provisions on which new certificates may be used in substitution of any
certificates that may have been lost, stolen or destroyed.
SECTION 3. Transfer of Shares. Shares in the capital stock of the
Company shall be transferred by the record holder thereof, in person, or by any
such person's attorney upon surrender and cancellation of certificates for a
like number of shares.
SECTION 4. Regulations. The Board also may make rules and regulations
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the Company.
The Board may appoint one or more transfer agents and one or more
registrars of transfers, and may require all stock certificates to bear the
signature of a transfer agent and a registrar of transfer.
SECTION 5. Record Date of Stockholders. The Board may fix in advance a
date, not exceeding sixty days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend or other distribution,
or the date for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect, as a record date
for the determination of the stockholders entitled to notice of, and to vote at,
any such meeting, or entitled to receive payment of any such dividend or other
distribution, or to any such allotment of rights, or to exercise the rights in
respect of any such
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change, conversion or exchange of capital stock, and in such case only such
stockholders as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting, or to receive any such
dividend or other distribution, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any transfer of any
stock on the books of the Company after such record date fixed as aforesaid.
SECTION 6. Corporate Seal. The seal of the Company shall be circular in
form, containing the words "E. I. DU PONT DE NEMOURS AND CO." and "DELAWARE" on
the circumference, surrounding the words "FOUNDED" and "SEAL," and the date
"1802."
The seal shall be in the custody of the Secretary. A duplicate of the
seal may be kept and used by the Senior Vice President - Finance, any Vice
President - DuPont Finance, the Treasurer, or by any Assistant Secretary or
Assistant Treasurer.
ARTICLE VII.
AMENDMENTS
The Board shall have the power to adopt, amend and repeal the Bylaws of
the Company, by a vote of the majority of the whole Board, at any regular or
special meeting of the Board, provided that notice of intention to adopt, amend
or repeal the Bylaws in whole or in part shall have been given at the next
preceding meeting, or, without any such notice, by the vote of two-thirds of the
whole Board.
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