LSB INDUSTRIES, INC.
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BY-LAWS
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ARTICLE I
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Offices
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Section 1. The principal office of the Corporation shall be
in Oklahoma City, County of Oklahoma, State of Oklahoma, and the
Corporation may also have offices at such other places as the Board
of Directors may from time to time appoint or at such other places
as the business of the Corporation requires.
ARTICLE II
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Seal
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Section 1. The corporate seal shall be in such form as the
Board of Directors may from time to time prescribe. Said seal may
be used by causing it, or a facsimile thereof, to be impressed or
affixed or reproduced or otherwise.
ARTICLE III
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Shareholders
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Section 1. Place. All meetings of the shareholders shall be
held in Oklahoma City, Oklahoma, or at such other place as the
directors may designate.
Section 2. Annual Meeting. Annual meetings of shareholders
to elect directors and transact such other business as may properly
be presented to the meeting shall be held on the last Tuesday in
April of each year if not a legal holiday, and if a legal holiday,
then on the next secular day following, at 10:00 a.m., or if the
annual meeting is not held on the above designated date, then the
directors shall cause the annual meeting to be held as soon
thereafter as is convenient.
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Section 3. Quorum. The holders of record of a majority of
the stock issued and outstanding, and entitled to vote thereat,
present in person, or represented by proxy, shall be requisite and
shall constitute a quorum at all meetings of the shareholders for
the transaction of business, except as otherwise provided by law,
by the Certificate of Incorporation or by these Bylaws, but in the
absence of a quorum the holders of record, present in person or
represented by proxy at such meeting shall have power to adjourn
the meeting from time to time, without notice other than
announcement at the meeting, until the requisite amount of voting
stock shall be present. At such adjourned meeting at which the
requisite amount of voting stock shall be represented, any business
may be transacted which might have been transacted at the meeting
as originally notified.
Section 4. Voting; Proxies. Except as otherwise provided by
the laws of the State of Delaware or the Certificate of
Incorporation of the Corporation or these Bylaws:
(a) At every meeting of the shareholders every shareholder
having the right to vote shall be entitled to one vote
for each share of capital stock having voting rights held
by him.
(b) Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to
corporate action in writing without a meeting may
authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy
provides for a longer period.
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(c) Each matter properly presented to any meeting shall be
decided by a majority of the votes cast on the matter.
(d) Election of directors and the vote on any other matter
presented to a meeting need not be by written ballots,
but written ballots may be used if ordered by the
chairman of the meeting or if so requested by any
stockholder present or represented by proxy at the
meeting entitled to vote in such election or on such
matter, as the case may be.
Section 5. Notice of Meeting. For each meeting of
stockholders written notice shall be given stating the place, date
and hour, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called and, if the list of
stockholders required by Section 6 is not to be at the place of
said meeting at least 10 days prior to the meeting, the place where
said list will be. Except as otherwise provided by Delaware law,
the written notice of any meeting shall be given not less than 10
nor more than 60 days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice
shall be deemed to be given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the Corporation.
Section 6. List of Stockholders Entitled to Vote. At least
10 days before every meeting of stockholders a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and
the number of shares registered in the name of each stockholder,
shall be prepared and shall be open to the examination of any
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stockholder for any purpose germane to the meeting, during ordinary
business hours, for a period of at least 10 days prior to the
meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is
to be held. Such list shall be produced and kept at the time and
place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
Section 7. Special Meetings. A special meeting of
stockholders may be called at any time by the Board of Directors,
its Chairman, the Executive Committee or the President and shall be
called by any of them or by the Secretary upon receipt of a written
request to do so specifying the matter or matters, appropriate for
action at such a meeting, proposed to be presented at the meeting
and signed by holders of record of a majority of the shares of
stock that would be entitled to be voted on such matter or matters
if the meeting was held on the day such request is received and the
record date for such meeting was the close of business on the
preceding day. Any such meeting shall be held at such time and at
such place, within or without the State of Delaware, as shall be
determined by the body or person calling such meeting and as shall
be stated in the notice of such meeting.
Section 8. Chairman and Secretary at Meeting. At each
meeting of stockholders, the Chairman of the Board of Directors or
in his absence, the President, or in his absence the person
designated in writing by the President, or if no person is so
designated, then a person designated by the Board of Directors
shall preside as Chairman of the meeting; if no person is so
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designated, then the meeting shall choose a Chairman by plurality
vote. The Secretary or in his absence a person designated by the
Chairman of the meeting shall act as Secretary of the meeting.
Section 9. Adjourned Meetings. A meeting of stockholders may
be adjourned to another time or place as provided in Sections 3 or
4(d) of this Article III. Unless the Board of Directors fixes a
new record date, stockholders of record for an adjourned meeting
shall be as originally determined for the meeting from which the
adjournment was taken. If the adjournment is for more than 30
days, or if after the adjournment, a new record date is fixed for
the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote. At the
adjourned meeting any business may be transacted that might have
been transacted at the meeting as originally called.
Section 10. Consent of Stockholders in Lieu of Meeting. Any
action that may be taken at any annual or special meeting of
stockholders may be taken without a meeting, without prior notice
and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Notice
of the taking of such action shall be given promptly to each
stockholder that would have been entitled to vote thereon at a
meeting of stockholders and that did not consent thereto in
writing.
Section 11. Fixing of Record Date. In order that the
Corporation may determine the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof,
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or to express consent to corporate action in writing without a
meeting, or entitled receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise
any rights in respect of any change, conversion or exchange of
stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be
more than 60 nor less than 10 days before the date of such meeting,
nor more than 60 days prior to any other action. If no record date
is fixed, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice
is given or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held; the record
date for determining stockholders entitled to express consent to
corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed; and the record date for
determining shareholders for any other purpose shall be at the
close of business on the day on which the Board of Directors adopts
the resolution relating thereto.
ARTICLE IV
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Directors
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Section 1. Number, Term, Qualifications and Vacancies. The
property, business and affairs of the Corporation shall be managed
by or under the direction of its Board of Directors.
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The number of directors that shall constitute the whole Board
of Directors may be fixed from time to time by resolution of the
Board of Directors and may consist of not less than three nor more
than fifteen members. The directors shall be divided into three
(3) classes. Each class shall consist, as nearly as possible, of
one-third of the whole number of the Board of Directors. The term
of office of those directors of the first class shall expire at the
annual meeting of the shareholders of the Corporation next ensuing;
the term of office of the directors of the second class shall
expire one year thereafter; and the term of office of the directors
of the third class shall expire two years thereafter. At each
annual election the successors to the class of directors whose
terms have expired in that year shall be elected to hold office for
a term of three (3) years. Each director elected shall hold office
until his successor is elected and qualified or until his earlier
resignation or removal. Directors and officers need not be
shareholders.
Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a
majority of the directors then in office, although less than a
quorum, or by the sole remaining director. Each director chosen to
fill a vacancy or newly created directorship shall hold office
until the next election of the class for which such directors shall
have been chosen and until his successor is duly elected and
qualified or until his earlier resignation or removal.
Section 2. Offices and Books. The directors may have one or
more offices, and keep the books of the Corporation at the offices
of the Corporation in Oklahoma City, Oklahoma, or at such other
places as they may from time to time determine.
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Section 3. Resignation. Any director of the Corporation may
resign at any time by giving written notice of such resignation to
the Board of Directors, the Chairman of the Board of Directors, the
President or the Secretary of the Corporation. Any such
resignation shall take effect at the time specified therein or, if
no time be specified, upon receipt thereof by the Board of
Directors or one of the above-named officers; and, unless specified
therein, the acceptance of such resignation shall not be necessary
to make it effective. When one or more directors shall resign from
the Board of Directors, such vacancy may be filled by a majority of
the directors then in office, although less than a quorum, or by
the sole remaining director, and each director so chosen shall hold
office until the next election of the class for which such director
shall have been chosen and until his successor is duly elected and
qualified or until his earlier resignation or removal.
Section 4. Removal. Any one or more directors may be removed
only for cause by the vote or written consent of the holders of a
majority of the issued and outstanding shares of stock of the
Corporation entitled to vote for the election of directors.
Section 5. Regular and Annual Meetings; Notice. Regular
meetings of the Board of Directors shall be held at such time and
at such place, within or without the State of Delaware, as the
Board of Directors may from time to time prescribe. No notice need
be given of any regular meeting and a notice, if given, need not
specify the purposes thereof. A meeting of the Board of Directors
may be held without notice immediately after an annual meeting of
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stockholders at the same place as that at which such annual meeting
of shareholders was held.
Section 6. Special Meetings; Notice. A special meeting of
the Board of Directors may be called at any time by the Board of
Directors, its Chairman, the Executive Committee, the President or
any person acting in the place of the President and shall be called
by any one of them or by the Secretary upon receipt of a written
request to do so specifying the matter or matters, appropriate for
action at such a meeting, proposed to be presented at the meeting
and signed by at least two directors of the Corporation. Any such
meeting shall be held at such time and at such place, within or
without the State of Delaware, as shall be determined by the body
or person calling such meeting. Notice of such meeting stating the
time and place thereof shall be given (a) by deposit of the notice
in the United States mail, first class, postage prepaid, at least
three days before the day fixed for the meeting addressed to each
director at his address as it appears on the Corporation's records
or at such other address as the director may have furnished the
Corporation for that purpose, or (b) by delivery of the notice
similarly addressed for dispatch by telegraph, cable or radio or by
delivery of the notice by telephone or in person, in each case at
least two days before the time fixed for the meeting.
Section 5. Presiding Officer and Secretary at Meetings. Each
meeting of the Board of Directors shall be presided over by the
Chairman of the Board of Directors or in his absence by the
President or if neither is present by such member of the Board of
Directors as shall be chosen by the meeting. The Secretary, or in
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his absence an Assistant Secretary, shall act as secretary of the
meeting, or if no such officer is present, a secretary of the
meeting shall be designated by the person presiding over the
meeting.
Section 6. Quorum. A majority of the whole Board of
Directors shall constitute a quorum for the transaction of
business, but in the absence of a quorum, a majority of those
present (or if only one be present, then that one) may adjourn the
meeting, without notice other than announcement at the meeting,
until such time as a quorum is present. Except as otherwise
required by the Certificate of Incorporation or these By-Laws, the
vote of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.
Section 7. Meeting by Telephone. Members of the Board of
Directors or of any committee thereof may participate in meetings
of the Board of Directors or of such committee by means of
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other, and such participation shall constitute presence in person
at such meeting.
Section 8. Action Without Meeting. Unless otherwise
restricted by the Certificate of Incorporation, any action required
or permitted to be taken at any meeting of the Board of Directors
or of any committee thereof may be taken without a meeting if all
members of the Board of Directors or of such committee, as the case
may be, consent thereto in writing and the writing or writings are
filed with the minutes of proceedings of the Board of Directors or
of such committee.
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Section 9. Executive and Other Committees. The Board of
Directors may, by resolution passed by a majority of the whole
Board of Directors, designate an Executive Committee and one or
more other committees, each such committee to consist of two or
more directors as the Board of Directors may from time to time
determine. Any such committee, to the extent provided in such
resolution or resolutions, shall have and may exercise all the
powers and authority of the Board of Directors in the management of
the business and affairs of the Corporation, including the power to
authorize the seal of the Corporation to be affixed to all papers
that may require it; but no such committee shall have such power or
authority in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease, or exchange of
all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation
or a revocation of a dissolution, or amending the By-Laws; and
unless the resolution shall expressly so provide, no such committee
shall have the power or authority to declare a dividend or to
authorize the issuance of stock. In the absence or
disqualification of a member of a committee, the member or members
thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously
appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
Each such committee other than the Executive Committee shall have
such name as may be determined from time to time by the Board of
Directors. Any committee of directors may be discharged or
discontinued at any time, with or without cause, by a majority vote
of the Board of Directors at any meeting at which there is a quorum
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present, likewise, any member of any committee of directors may be
removed from committee membership, with or without cause, by a
majority vote of the Board of Directors at any meeting at which
there is a quorum present.
Section 10. Compensation. Each director shall be entitled to
reimbursement of his reasonable expenses incurred in attending
meetings or otherwise in connection with his attention to the
affairs of the Corporation. Each director who is not a salaried
officer of the Corporation or of a subsidiary of the Corporation
shall, as such director and as a member of any committee, be
entitled to receive such amounts as may be fixed from time to time
by the Board of Directors, in the form either of fees for
attendance at meetings of the Board and of committees thereof, or
of payment at the rate of a fixed sum per month, or both.
Section 11. Additional Powers. In addition to the powers and
authorities by these By-Laws expressly conferred upon it, the Board
of Directors may exercise all such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the
Certificate of Incorporation, as from time to time amended, or by
these By-Laws, as from time to time amended, directed or required
to be exercised or done by the shareholders.
ARTICLE V
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OFFICERS
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Section 1. Designation. The Corporation shall have such
officers with such titles and duties as set forth in these By-Laws
or in any one or more resolutions of the Board of Directors adopted
on or after the effective date of these By-Laws which are not
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inconsistent with these By-Laws and as may be necessary to enable
the Corporation to sign instruments and stock certificates as
required by law.
Section 2. Election; Qualification. The officers of the
Corporation shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer, each of whom shall be elected by the
Board of Directors. The Board of Directors may elect a Chairman of
the Board of Directors, a Controller, one or more Assistant
Secretaries, one or more Assistant Treasurers, one or more Assistant
Controllers, and such other officers as it may from time to time determine.
The Chairman of the Board of Directors, if any, shall be elected from among
the directors. Two or more offices may be held by the same person.
Section 3. Term of Office. Each officer shall hold office
from the time of his election and qualification to the time at
which his successor is elected and qualified, unless sooner he
shall die or resign or shall be removed pursuant to Section 5.
Section 4. Resignation. Any officer of the Corporation may
resign at any time by giving written notice of such resignation to
the Board of Directors, the President or the Secretary of the
Corporation. Any such resignation shall take effect at the time
specified therein or, if no time be specified, upon receipt thereof
by the Board of Directors or one of the above-named officers; and,
unless specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 5. Removal. Any officer may be removed at any time,
with or without cause, by the vote of a majority of the whole Board
of Directors.
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Section 6. Vacancies. Any vacancy however caused in any
office of the Corporation may be filled by the Board of Directors.
Section 7. Compensation. The compensation of each officer
shall be such as the Board of Directors may from time to time
determine.
Section 8. Chairman of the Board of Directors. The Chairman
of the Board of Directors, if such office be occupied, shall advise
and consult with the President concerning the business and affairs
of the Corporation and shall have such powers and duties as the By-
Laws or the Board of Directors may from time to time prescribe.
Section 9. President. The President shall be the chief
executive officer of the Corporation and shall have general charge
of the business and affairs of the Corporation and shall perform
all such other duties as are incident to the chief executive
officer, subject however to the right of the Board of Directors to
confer specified powers on officers of the Corporation. The
President shall be ex-officio a member of all committees of the
Board of Directors.
Section 10. Vice President. Each Vice President shall have
such powers and duties as generally pertain to the office of Vice
President and as the Board of Directors or the President may from
time to time prescribe. During the absence of the President or his
inability to act, the Vice President, or if there shall be more than
one Vice President, then that one designated by the Board of
Directors, shall exercise the powers and shall perform the duties
of the President, subject to the direction of the Board of
Directors.
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Section 11. Secretary. The Secretary shall keep the minutes
of all meetings of stockholders and of the Board of Directors. He
shall be custodian of the corporate seal and shall affix it or
cause it to be affixed to such instruments as he deems necessary or
appropriate and attest the same and shall exercise the powers and
shall perform the duties incident to the office of Secretary, and
those that may otherwise from time to time be assigned to him
subject to the direction of the Board of Directors.
Section 12. Treasurer. The Treasurer shall be the chief
accounting officer of the Corporation and shall have care of all
funds and securities of the Corporation and shall exercise the
powers and shall perform the duties incident to the office of
Treasurer, subject to the direction of the Board of Directors.
Section 13. Other Officers. Each other officer of the
Corporation shall exercise the powers and shall perform the duties
incident to his office, subject to the direction of the Board of
Directors.
ARTICLE VI
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CAPITAL STOCK
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Section 1. Stock Certificates. The interest of each holder
of stock of the Corporation shall be evidenced by a certificate or
certificates in such form as the Board of Directors may from time
to time prescribe. Each certificate shall be signed by, or in the
name of the Corporation by the Chairman of the Board of Directors,
or the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of
the Corporation. If such certificate is countersigned (a) by a
transfer agent other than the Corporation or its employee, or (b)
by a registrar other than the Corporation or its employee, any
other signature on the certificate may be facsimile. If any
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officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar
at the date of issue.
Section 2. Transfer of Stock. Shares of stock shall be
transferable on the books of the Corporation pursuant to applicable
law and such rules and regulations as the Board of Directors shall
from time to time prescribe on or after the effective date of these
By-Laws.
Section 3. Holders of Record. Prior to due presentment for
registration of transfer, the Corporation may treat the holder of
record of a share of its stock as the complete owner thereof
exclusively entitled to vote, to receive notifications and
otherwise entitled to all the rights and powers of a complete owner
thereof, notwithstanding notice to the contrary.
Section 4. Lost, Stolen, Destroyed, or Mutilated
Certificates. The Corporation may issue a new certificate of stock
to replace a certificate alleged to have been lost, stolen,
destroyed or mutilated upon such terms and conditions as the Board
of Directors may from time to time prescribe, and the Board of
Directors may, in its discretion, require the owner of the lost or
destroyed certificate or his legal representative, to give the
Corporation a bond, in such sum as it may direct, not exceeding
double the value of the stock, to indemnify the Corporation against
any claim that may be made against it on account of the alleged
loss of any such certificate.
Section 5. Transfer Agent and Registrar. The Board of
Directors may appoint one or more Transfer Agents and Registrars
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for the Common Stock and Preferred Stock of the Corporation. The
Transfer Agent shall be in charge of the issue, transfer, and
cancellation of shares of stock and shall maintain stock transfer
books, which shall include a record of the shareholders, giving the
names and addresses of all shareholders, and the number and class
of shares held by each; prepare voting lists for meetings of
shareholders; produce and keep open these lists at the meetings;
and perform such other duties as may be delegated by the Board of
Directors. Shareholders may give notice of changes of their
addresses to the Transfer Agent. The Registrar shall be in charge
of preventing the over-issue of shares, shall register all stock
certificates, and perform such other duties as may be delegated by
the Board of Directors.
ARTICLE VII
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CHECKS
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Section 1. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to
time designate.
ARTICLE VIII
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FISCAL YEAR
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Section 1. The fiscal year shall begin the first day of
January in each year.
ARTICLE IX
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DIVIDENDS
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Section 1. Declaration. Dividends upon the capital stock of
the Corporation, subject to the provisions of the Certificate of
Incorporation, may be declared by the Board of Directors at any
regular or special meeting, pursuant to law. Dividends may be paid
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in cash, in property, or in shares of the capital stock of the
Corporation.
Section 2. Reserve Fund. The Board of Directors may set
aside out of any funds of the Corporation available for dividends
a reserve or reserves for any proper purposes and in such sum or
sums as the directors from time to time, in their absolute
discretion, believe to be proper, and the Board of Directors may
abolish any such reserve.
ARTICLE X
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NOTICE
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Section 6.1 Waiver of Notice. Whenever notice is required by
the Certificate of Incorporation, the By-Laws, or as otherwise
provided by law, a written waiver thereof, signed by the person
entitled to notice, shall be deemed equivalent to notice, whether
before or after the time required for such notice. Attendance of
a person at a meeting shall constitute a waiver of notice of such
meeting except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the stockholders,
directors, or members of a committee of directors need be specified
in any written waiver of notice.
Section 2. Mailing of Notice. Whenever under the provisions
of these By-Laws notice is required to be given to any director,
officer or shareholder and such notice is not waived as provided in
Section 1 of this Article X, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail,
by depositing the same in the post office or letter box, in post-
paid sealed wrapper, addressed to such shareholder, officer or
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director at such address as appears on the books of the
Corporation, or, in default of other address, to such director,
officer or shareholder at the General Post Office in Oklahoma City,
Oklahoma, and such notice shall be deemed to be given at the time
when the same shall be thus mailed.
ARTICLE XI
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AMENDMENT OF BY-LAWS
____________________
Section 1. Amendment. These By-Laws may be made, altered, or
repealed at any meeting of stockholders or at any meeting of the
Board of Directors by a majority vote of the whole Board.
APPROVAL OF DIRECTORS
_____________________
The foregoing By-Laws, after being read section by section,
were adopted by the Directors of this Corporation on 28th January,
1977, at Oklahoma City, Oklahoma.
/s/ Jack E. Golsen /s/ Donald C. Edelson
______________________________ ______________________________
Jack E. Golsen Donald C. Edelson
/s/ David R. Goss /s/ Irwin H. Steinhorn
______________________________ ______________________________
David R. Goss Irwin H. Steinhorn
/s/ Tony M. Shelby /s/ Al Braver
______________________________ ______________________________
Tony M. Shelby Al Braver
/s/ Gerald G. Barton /s/ Robert C. Brown
______________________________ ______________________________
Gerald G. Barton Robert C. Brown, M.D.
/s/ Bernard G. Ille /s/ Jerome D. Shaffer
______________________________ ______________________________
Bernard G. Ille Jerome D. Shaffer, M.D.
/s/ C. L. Thurman
_________________________
C. L. Thurman
FIRST AMENDMENT TO
LSB INDUSTRIES, INC.'S
BY-LAWS
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The following amendments to LSB Industries, Inc.'s ("LSB") By-
Laws were approved and adopted by the Board of Directors of LSB at
their special meeting held on October 6, 1986:
1. Section 7. Special Meeting. of Article III of the By-Laws of
LSB is hereby amended, in its entirety, to read as follows:
"Section 7. Special Meetings.
________________
A special meeting of stockholders may be called at any time by
the Chairman or by a majority of the directors then in office, and
shall be called by the Chairman upon receipt of a written request
to do so specifying the matter or matters, appropriate for action
at such meeting, proposed to be presented at the meeting and signed
by holders of record of two-thirds of the shares of stock that
would be entitled to be voted on such matter or matters if the
meeting was held on the day such request is received and the record
date for such meeting was the close of business on the preceding
day. Any such meeting shall be held at such time and at such
place, within or without the State of Delaware, as shall be
determined by the body or person calling such meeting and as shall
be stated in the notice of such meeting."
2. Section 1. Number, Term, Qualifications and Vacancies. of
Article IV of the By-Laws of LSB is hereby amended, in its
entirety, to read as follows:
"Section 1. Number, Term, Qualifications and Vacancies.
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The property, business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors.
The number of directors that shall constitute the whole Board
of Directors may be fixed from time to time by resolution of the
Board of Directors and may consist of not less than three nor more
than fifteen members. The directors shall be divided into three
(3) classes. Each class shall consist, as nearly as possible, of
one-third of the whole number of the Board of Directors. The term
of office of those directors of the first class shall expire at the
annual meeting of the shareholders of the Corporation next ensuing;
the term of office of the directors of the second class shall
expire one year thereafter; and the term of office of the directors
of the third class shall expire two years thereafter. At each
annual election the successors to the class of directors whose
terms have expired in that year shall be elected to hold office for
a term of three (3) years. Each director elected shall hold office
until his successor is elected and qualified or until his earlier
resignation or removal. Directors and officers need not be
shareholders.
Vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall be filled only
by a majority of the directors then in office, although less than
a quorum, or by the sole remaining director. Each director chosen
to fill a vacancy or newly created directorship shall hold office
until the next election of the class for which such directors shall
have been chosen and until his successor is duly elected and
qualified or until his earlier resignation or removal."
3. Section 3. Resignations. of Article IV of the By-Laws of LSB
is hereby amended, in its entirety, to read as follows:
"Section 3. Resignation.
___________
Any director of the Corporation may resign at any time by
giving written notice of such resignation to the Board of
Directors, the Chairman of the Board of Directors, the President or
the Secretary of the Corporation. Any such resignation shall take
effect at the time specified therein or, if no time be specified,
upon receipt thereof by the Board of Directors, or one of the
above-named officers; and, unless specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
When one or more directors shall resign from the Board of
Directors, such vacancy shall be filled only by a majority of the
directors then in office, although less than a quorum, or by the
sole remaining director. Each director so chosen shall hold office
until the next election of the class for which such director shall
have been chosen and until his successor is duly elected and
qualified or until his earlier resignation or removal."
4. Section 4. Removal. of Article IV of the By-Laws of LSB is
hereby amended, in its entirety, to read as follows:
"Section 4. Removal.
_______
Any one or more directors may be removed only for cause by the
vote or written consent of the holders of a majority of the issued
and outstanding shares of stock of the Corporation entitled to vote
for the election of all directors. For purposes of this Article
IV, Section 4, cause for removal shall be deemed to exist only if
the Director whose removal is proposed has been convicted of a
felony by a court of competent jurisdiction or has been adjudged by
a court of competent jurisdiction to be liable for intentional
misconduct or knowing violation of law in the performance of such
Director's duty to the Corporation and, in each case, such
adjudication is no longer subject to direct appeal."
5. Section 6. Special Meetings; Notice. of Article IV of the By-
Laws of LSB is hereby amended, in its entirety, to read as follows:
"Section 6. Special Meetings; Notice.
________________________
A special meeting of the Board of Directors may be called at
any time by the Chairman or a majority of the directors then in
office. Any such meeting shall be held at such time and at such
place, within or without the State of Delaware, as shall be
determined by the body or person calling such meeting. Notice of
such meeting stating the time and place thereof shall be given (a)
by deposit of the notice in the United States mail, first class,
postage prepaid, at least three days before the day fixed for the
meeting addressed to each director at his address as it appears on
the Corporation's records or at such other address as the director
may have furnished the Corporation for that purpose, or (b) by
delivery of the notice similarly addressed for dispatch by
telegraph, cable or radio or by delivery of the notice by telephone
or in person, in each case at least two days before the time fixed
for the meeting."
6. Section 1. Amendment. of Article XI of the By-Laws of LSB is
hereby amended, in its entirety, to read as follows:
"Section 1. Amendment.
_________
These By-Laws may be made, amended, altered, added to, revised
or repealed only by a vote of a majority of the directors then in
office or by a vote of the holders of two-thirds of the issued and
outstanding shares of stock of the Corporation entitled to vote for
the election of all directors."
The By-Laws of LSB Industries, Inc., as amended and modified
by this First Amendment to LSB Industries, Inc.'s By-Laws, sets
forth the entire By-Laws of LSB. The amendments to LSB's By-Laws
as combined in this First Amendment to LSB Industries, Inc.'s By-
Laws are effective as of the 6th day of October, 1986, the date that
such amendments were approved by the Board of Directors of LSB.
Dated: October 6, 1986
LSB INDUSTRIES, INC.
/s/ Jack E. Golsen
______________________________
Jack E. Golsen
Chairman of the Board
and President
/s/ Irwin H. Steinhorn
______________________________
Irwin H. Steinhorn
Secretary
(Seal)
SECOND AMENDMENT
TO THE BY-LAWS
OF
LSB INDUSTRIES, INC.
____________________
Section 9. Executive and Other Committees. of ARTICLE IV of
LSB Industries, Inc.'s (the "Company") By-Laws has been duly and
validly amended by the Board of Directors of the Company, by a
written memorandum of action, dated November 7, 1986, executed by
all members of the Board of Directors pursuant to Section 141(f) of
the Delaware General Corporation Law, to read as follows:
"Section 9. Executive and Other Committees. The Board of
Directors may, by resolution passed by a majority of the whole
Board of Directors, designate an Executive Committee and one
or more other committees, each such committee to consist of
two or more directors as the Board of Directors may from time
to time determine. Any such committee, to the extent provided
in such resolution or resolutions, shall have and may exercise
all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all
papers that may require it; but no such committee shall have
the power or authority in reference to amending the
Certificate of Incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the
Board of Directors, fix the designations and any of the preferences
or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or
the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of
the same or any other class or classes of stock of the
corporation or fix the number of shares of any series of stock
or authorize the increase or decrease of the shares of any
series), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease, or exchange
of all or substantially all of the Corporation's property and
assets, recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, or amending the
By-Laws; and unless the resolution shall expressly so provide,
no such committee shall have the power or authority to declare
a dividend or to authorize the issuance of stock. In the
absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any such
absent or disqualified member. Each such committee other than
the Executive Committee shall have such name as may be
determined from time to time by the Board of Directors. Any
committee of directors may be discharged or discontinued at
any time, with or without cause, by a majority vote of the
Board of Directors at any meeting at which there is a quorum
present, likewise, any member of any committee of directors
may be removed from committee membership, with or without
cause, by a majority vote of the Board of Directors at any
meeting at which there is a quorum present."
The By-Laws of LSB Industries, Inc., as amended and modified
by the First Amendment to LSB Industries, Inc.'s By-Laws, dated
October 6, 1986, and by this Second Amendment to the By-Laws of LSB
Industries, Inc., sets forth the entire By-Laws of LSB. The
amendment to the Company's By-Laws as set forth in this Second
Amendment to the LSB Industries, Inc.'s By-Laws is effective as of
the 7th day of November, 1986, the date of the Memorandum of Action
in which the members of the Board of Directors adopted and approved
such amendment.
Dated: November 7, 1986
LSB INDUSTRIES, INC.
/s/ Jack E. Golsen
______________________________
Jack E. Golsen
Chairman of the Board
and President
/s/ Irwin H. Steinhorn
______________________________
Irwin H. Steinhorn
Secretary
(Seal)
THIRD AMENDMENT
TO THE BY-LAWS
OF
LSB INDUSTRIES, INC.
____________________
Section 1. Number, Term, Qualification and Vacancies. of
ARTICLE IV and Section 1. Amendment of ARTICLE IX of LSB
Industries, Inc.'s (the "Company") By-Laws have been duly and
validly amended by the Board of Directors of the Company, by a
written memorandum of action, dated June 1, 1989, executed by all
members of the Board of Directors pursuant to Section 141(f) of the
Delaware General Corporation Law, to read as follows:
ARTICLE IV, Section 1. Number, Term, Qualification and Vacancies.
__________ _________ __________________________________________
The property, business and affairs of the Corporation
shall be managed by or under the direction of its Board of
Directors.
The number of directors that shall constitute the whole
Board of Directors may be fixed from time to time pursuant to
a resolution adopted by a vote of two-thirds of the entire
Board of Directors and may consist of no fewer than three nor
more than eight members. The directors shall be divided into
three classes. Each class shall consist, as nearly as
possible, of one-third of the whole number of the Board of
Directors. At each annual election of the successors to the
class of directors whose terms have expired in that year shall
be elected to hold office for a term of three years. Each
director elected shall hold office until his successor is
elected and qualified or until his earlier resignation or
removal. Directors and officers need not be shareholders.
Vacancies and newly created directorships resulting from
any increase in the authorized number of directors shall be
filled only by a majority of the directors then in office,
although less than a quorum, or by the sole remaining
director. Each director chosen to fill a vacancy or newly
created directorship shall hold office until the next election
<PAGE
of the class for which such directors shall have been chosen
and until his successor is duly elected and qualified or until
his earlier resignation or removal.
ARTICLE IX, Section 1. Amendment. These By-Laws may be
made, amended, altered, added to, revised or repealed only by
a vote of a majority of the directors then in office or by a
vote of the holders of two-thirds of the issued and
outstanding shares of stock of the Corporation entitled to
vote for the election of directors; provided, however, that
Article IV, Section 1 of these By-Laws and this Article IX,
Section 1, may be amended, altered, added to, revised or
repealed only by a vote of two-thirds of the entire Board of
Directors or by a vote of two-thirds of the issued and
outstanding shares of stock of the Corporation entitled to
vote for the election of directors.
The By-Laws of LSB Industries, Inc., as amended and modified
by the First Amendment to LSB Industries, Inc.'s By-Laws, dated
October 6, 1986, by the Second Amendment, dated June 1, 1989 to
the By-Laws of LSB Industries, Inc., and by this Third Amendment
to the By-Laws of LSB Industries, Inc., sets forth the entire By-
Laws of LSB. The amendment to the Company's By-Laws as set forth
in this Third Amendment to the LSB Industries, Inc.'s By-Laws is
effective as of the 1st day of June, 1989, the date of the
Memorandum of Action in which the members of the Board of Directors
adopted and approved such amendment.
Dated: June 1, 1989
LSB INDUSTRIES, INC.
/s/ Jack E. Golsen
______________________________
Jack E. Golsen, Chairman of
the Board and President
<PAGE
AMENDMENT TO THE BY-LAWS
OF
LSB INDUSTRIES, INC.
____________________
The following Amendments to the By-laws of LSB Industries,
Inc. ("LSB"), were approved and adopted by the Board of Directors
of LSB at their meeting held April 26, 1990:
1. Section 10, Consent to Stockholders in Lieu of Meeting, of
ARTICLE III of the By-laws is hereby deleted in its entirety and in
lieu thereof a new Section 10 is substituted in place thereof,
which reads as follows:
Section 10. Consent of Stockholders in Lieu of Meeting.
__________________________________________
10.1 Action by Written Consent. Any action which is required to be
or may be taken at any annual or special meeting of stockholders of
the corporation may be taken without a meeting, without prior
notice and without a vote, if consents in writing, setting forth
the action so taken, shall have been signed by the holders of
outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or to take such action at a
meeting at which all shares entitled to vote thereon were present
and voted; provided however, that prompt notice of the taking of
the corporate action without a meeting and by less than unanimous
written consent shall be given to those stockholders who have not
consented in writing.
10.2 Determination of Record Date of Action by Written Consent. In
order to inform the corporation's stockholders and the investing
public in advance that a record date for action by consent will
occur and to comply with the procedures contained in the American
Stock Exchange (or such other exchange on which the corporation's
securities are listed for trading) policies and rules, the record
date for determining stockholders entitled to express consent to
corporate action in writing without a meeting is fixed by the Board
of Directors of the corporation pursuant to Section 213(a) of the
Delaware General Corporation Law as follows: The Board of
Directors shall set as the record date the 10th day after (i) any
stockholder of record seeking to have the stockholders authorize or
take corporate action by written consent without a meeting shall,
by written notice to the Secretary which may be given by telex or
telecopy, advise the corporation of the corporate action proposed
for which consents will be sought and request from the Board of
Directors a record date unless a later date is specified by such
stockholder, or (ii) the Board of Directors determines that the
corporation should seek corporate action by written consent, unless
a later record date is specified in the resolution of the Board of
Directors containing such determination. In the event that the
record date set as provided falls on a Saturday, Sunday or legal
holiday, the record date shall be the first day next following such
date that is not a Saturday, Sunday or legal holiday. Any record
date determined pursuant to this Subsection 10.2 shall be announced
by a press release prior to the opening of trading on the American
Stock Exchange (or such other exchange on which the corporation's
securities are listed for trading) on the next trading day after a
request for a record date pursuant to clause (i) above is received
by the Secretary or a Board of Directors' determination pursuant to
clause (ii) above.
10.3 Duration and Revocation of Consents. In order that the
corporation's stockholders shall have an opportunity to receive and
consider the information germane to an informed judgment as to
whether to give a written consent and in accordance with the
procedures contained in the American Stock Exchange (or such other
exchange on which the corporation's securities are listed for
trading) policies and rules, the stockholders of the corporation
shall be given at least twenty (20) days from the record date to
give or revoke written consents. Consents to corporate action
shall be valid for a maximum of sixty (60) days after the record
date. Consents may be revoked by written notice (i) to the
corporation, (ii) to the stockholder or stockholders soliciting
consents or soliciting revocations in opposition to action by
consent proposed by the corporation (the "Soliciting
Stockholders"), or (iii) to a proxy solicitor or other agent
designated by the corporation of the Soliciting Stockholder(s).
10.4 Retention and Duties of Inspectors of Election. Within two
(2) business days after receipt of a request by a stockholder for
the setting of a record date or a determination by the Board of
Directors that the corporation should seek corporate action by
written consent, as the case may be, the Secretary of the
corporation shall engage nationally recognized independent
inspectors of elections for the purpose of performing a ministerial
review of the validity of the consents and revocations. The
inspectors shall review all consents and revocations, determine
whether the requisite number of valid and unrevoked consents has
been obtained to authorize or take the action specified in the
consents, and forthwith certify such determination for entry in the
records of the corporation kept for the purpose of recording the
proceedings of meetings of stockholders. The cost of retaining
inspectors of elections shall be borne by the party proposing the
action by consent.
10.5 Procedures for Counting and Challenging Consents. Consents
and revocations shall be delivered to the inspectors upon receipt
by the corporation, the Soliciting Stockholders or their proxy
solicitors or other designated agents. As soon as consents and
revocations are received, the inspectors shall review the consents
and revocations and shall maintain a count of the number of valid
and unrevoked consents. The inspectors shall keep such count
confidential and shall not reveal the count to the corporation, the
Soliciting Stockholders or their representatives. As soon as
2
practicable after the earlier of (i) sixty (60) days after the
record date for the consents or (ii) a request therefore by the
corporation or the Soliciting Stockholders (whichever is soliciting
consents) made after expiration of the period for giving or
revoking consents under Subsection 10.3 above, notice of which
request shall be given to the party opposing the solicitation of
consents, which request shall state that the corporation or
Soliciting Stockholder(s) (as the case may be) in good faith
believe that it or they have received the requisite number of valid
and unrevoked consents to authorize or take the action specified in
the consents, the inspectors shall issue a preliminary report to
the corporation and the Soliciting Stockholders stating:
(i) The number of valid consents;
(ii) The number of valid revocations;
(iii) The number of valid and unrevoked consents;
(iv) The number of invalid consents;
(v) The number of invalid revocations;
(vi) Whether, based on their preliminary count, the requisite
number of valid and unrevoked consents has been obtained
to authorize or take the action specified in the
consents.
Unless the corporation and the Soliciting Stockholder(s) shall
agree to a shorter or longer period, the corporation and the
Soliciting Stockholder(s) shall have forty-eight (48) hours to
review the consents and revocations and to advise the inspectors
and the opposing party in writing as to whether they intend to
challenge the preliminary report of the inspectors. If no written
notice of an intention to challenge the preliminary report is
received within forty-eight (48) hours after the inspector's
issuance of the preliminary report, the inspectors shall issue to
the corporation and the Soliciting Stockholder(s) their final
report containing the information from the inspectors'
determination with respect to whether the requisite number of valid
and unrevoked consents was obtained to authorize and take the
action specified in the consents. If the corporation or the
Soliciting Stockholder(s) issue written notice of an intention to
challenge the inspectors' preliminary report within forty-eight
(48) hours after the issuance of that report, a challenge session
shall be scheduled by the inspectors as promptly as practicable.
A transcript of the challenge session shall be recorded by a
certified court reporter. Following completion of the challenge
session, the inspectors shall as promptly as practicable issue
their final report to the corporation and the Soliciting
Stockholder(s) containing the information included in the
preliminary report, plus all changes in the vote totals as a result
3
of the challenges and a certification of whether the requisite
number of valid and unrevoked consents was obtained to authorize or
take the action specified in the consents.
10.6 Notice of Results. The corporation shall give prompt notice
to the stockholders of the results of any consent solicitation or
the taking of the corporate action without a meeting and by less
than unanimous written consent.
2. Article III of the By-laws is hereby amended by adding at the
end thereof new Sections 12 and 13, which shall read as follows:
Section 12. Business to be Conducted at the Annual or Special
Meeting of the Stockholders. At any annual meeting of the
stockholders, only such business shall be conducted as shall have
been brought before the meeting (i) by or at the direction of the
Board of Directors or (ii) by any stockholder of the corporation
who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 12. For business
to be properly brought before an annual meeting by a stockholder,
the stockholder must have given timely notice thereof in writing to
the Secretary of the corporation. To be timely, a stockholder's
notice must be delivered or mailed to and received at the principal
executive offices of the corporation not less than fifty (50) days
prior to the date of the annual meeting; provided, however, that in
the event that less than sixty (60) days' notice or prior public
disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the tenth (10th)
day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each
matter such stockholder proposes to bring before the annual
meeting, the following:
(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 corporation's
books, of the stockholder proposing such business;
(iii) The class and number of shares of the corporation's
voting stock that are beneficially owned by such
stockholder; and
(iv) Any material interest of such stockholder in such
business.
Notwithstanding anything in these By-laws to the contrary, no
business shall be brought before or conducted at an annual meeting
4
except in accordance with the provisions of this Section 12. The
Officer of the corporation or other person presiding over the
annual meeting shall, if the facts so warrant, determine and
declare to the meeting that business was not properly brought
before the meeting in accordance with the provisions of this
Section 12 and, if he should so determine, he shall so declare to
the meeting and any such business so determined to be not properly
brought before the meeting shall not be transacted.
At any special meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting by
or at the direction of the Board of Directors.
Section 13. Election to the Board of Directors.
__________________________________
13.1 Only persons who are nominated in accordance with the
procedures set forth in these By-laws shall be eligible for
election as Directors of the corporation. Nominations of persons
for election to the Board of Directors of the corporation may be
made at a meeting of stockholders at which Directors are to be
elected only:
(i) By or at the direction of the Board of Directors; or
(ii) By any stockholder of the corporation entitled to vote
for the election of Directors at the meeting who complies
with the notice procedures set forth in this Subsection
13.2 below.
13.2 Nominations of election as a Director of the corporation,
other than those made by or at the direction of the Board of
Directors, shall be made by timely notice in writing to the
Secretary of the corporation. To be timely, a stockholder's notice
shall be delivered or mailed to and received at the principal
executive offices of the corporation not less than fifty (50) days
prior to the date of the meeting; provided, however, that in the
event that less than sixty (60) days' notice or prior disclosure of
the date of the meeting is given or made to stockholders, notice by
the stockholder to be timely must be so received not later than the
close of business on the tenth (10th) day following the day on which
such notice of the date of the meeting was mailed or such public
disclosure was made. Such stockholder's notice shall set forth:
(i) As to each person whom such stockholder proposes to
nominate for election or reelection as a Director, all
information relating to such person that is required to
be disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case
pursuant to Regulation 14A under the Securities Exchange
5
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
(ii) As to the stockholder giving the notice (x) the name and
address, as they appear on the corporation's books, of
such stockholder, and (y) the class and number of shares
of the corporation's voting capital stock that are
beneficially owned by such stockholder.
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 corporation that information required to be
set forth in a stockholder's notice of nomination which pertains to
the nominee. No person shall be eligible for election as a
Director of the corporation unless nominated in accordance with the
provisions of this Section 13. The Officer of the corporation or
other person presiding at the meeting shall, if the facts so
warrant, determine that a nomination was not made in accordance
with such provisions and, if he or she should so determine, he or
she shall so declare to the meeting and the defective nomination
shall be disregarded.
The By-laws of LSB Industries, Inc., as previously amended,
and further amended and modified by this Amendment to the By-laws
of LSB Industries, Inc.'s By-laws, sets forth the entire By-laws of
LSB. The amendments to LSB's By-laws as contained in this Fourth
Amendment to LSB Industries, Inc.'s By-laws are effective as of the
26th day of April, 1990, the date that such amendments were approved
by the Board of Directors of LSB.
Dated: June 15, 1990
LSB INDUSTRIES, INC.
/s/ Jack E. Golsen
___________________________________
Jack E. Golsen
Chairman of the Board
And President
(SEAL)
/s/ David M. Shear
___________________________________
David M. Shear,
Secretary
6
FIFTH AMENDMENT
TO THE BY-LAWS
OF
LSB INDUSTRIES, INC.
___________________
Section 1. Number, Term, Qualification and Vacancies of
ARTICLE IV and Section 1. Amendment of ARTICLE IV of LSB
Industries, Inc.'s (the "Company") By-Laws have been duly and
validly amended by the Board of Directors of the Company, by action
taken on November 11, 1993, by a majority of members of the Board
of Directors pursuant the Delaware General Corporation Law, to read
as follows:
ARTICLE IV, Section 1. Number, Term, Qualification and Vacancies.
__________ _________ __________________________________________
The property, business and affairs of the Corporation
shall be managed by or under the direction of its Board of
Directors.
The number of directors that shall constitute the whole
Board of Directors may be fixed from time to time pursuant to
a resolution adopted by a vote of two-thirds of the entire
Board of Directors and may consist of no fewer than three no
more than nine members. The directors shall be divided into
three classes. Each class shall consist, as nearly as
possible, of one-third of the whole number of the Board of
Directors. At each annual election of the successors that
year shall be elected to hold office for a term of three
years. Each director elected shall hold office until his
successor is elected and qualified or until his earlier
resignation or removal. Directors and officers need not be
shareholders.
Vacancies and newly created directorships resulting from
any increase in the authorized number of directors shall be
filled only by a majority of the directors then in office,
although less than a quorum, or by the sole remaining
director. Each director chosen to fill a vacancy or newly
created directorship shall hold office until the next election
of the class for which such directors shall have been chosen
and until his successor is duly elected and qualified or until
his earlier resignation or removal.
The By-Laws of LSB Industries, Inc., as amended and
modified by the First Amendment to LSB Industries, Inc.'s By-
Laws, dated October 6, 1986, by the Second Amendment to the
By-Laws dated November 2, 1986, by the Third Amendment to the
By-Laws dated June 1, 1989, by the Fourth Amendment to the By-
Laws dated June 15, 1990 and this Fifth Amendment to the By-
Laws of LSB Industries, Inc. dated November 11, 1993, sets
forth the entire By-Laws of LSB. The amendment to the
Company's By-Laws as set forth in this Fourth Amendment to the
LSB Industries, Inc.'s By-Laws is effective as of the 11th day
of November, 1993, the date of the meeting at which the
members of the Board of Directors adopted and approved such
amendment.
Dated: November 11, 1993.
LSB INDUSTRIES, INC.
/s/ Jack E. Golsen
___________________________
Jack E. Golsen, Chairman of
the Board and President
SIXTH AMENDMENT
TO THE BY-LAWS
OF
LSB INDUSTRIES, INC.
____________________
Section 1. Number, Term, Qualification and Vacancies of
ARTICLE IV and Section 1. Amendment of ARTICLE IV of LSB
Industries, Inc.'s (the "Company") By-Laws have been duly and
validly amended by the Board of Directors of the Company, by action
taken on May 8, 1997, by a majority of members of the Board of
Directors pursuant the Delaware General Corporation Law, to read as
follows:
ARTICLE IV, Section 1. Number, Term, Qualification and Vacancies.
__________ _________ __________________________________________
The property, business and affairs of the Corporation
shall be managed by or under the direction of its Board of
Directors.
The number of directors that shall constitute the whole
Board of Directors may be fixed from time to time pursuant to
a resolution adopted by a vote of two-thirds of the entire
Board of Directors and may consist of no fewer than three no
more than eleven members. The directors shall be divided into
three classes. Each class shall consist, as nearly as
possible, of one-third of the whole number of the Board of
Directors. At each annual election of the successors that
year shall be elected to hold office for a term of three
years. Each director elected shall hold office until his
successor is elected and qualified or until his earlier
resignation or removal. Directors and officers need not be
shareholders.
Vacancies and newly created directorships resulting from
any increase in the authorized number of directors shall be
filled only by a majority of the directors then in office,
although less than a quorum, or by the sole remaining
director. Each director chosen to fill a vacancy or newly
created directorship shall hold office until the next election
of the class for which such directors shall have been chosen
and until his successor is duly elected and qualified or until
his earlier resignation or removal.
The By-Laws of LSB Industries, Inc., dated January 28,
1997, as amended and modified by the First Amendment to LSB
Industries, Inc.'s By-Laws, dated October 6, 1986, by the
Second Amendment to the By-Laws, dated November 7, 1986, by
the Third Amendment to the By-Laws, dated June 1, 1989, by the
Fourth Amendment to the By-Laws, dated June 15, 1990, by the
Fifth Amendment to the By-Laws, dated November 11, 1993 and
this Sixth Amendment to the By-Laws of LSB Industries, Inc.,
dated May 8, 1997, set forth the entire By-Laws of LSB
Industries, Inc. The amendment to the Company's By-Laws as
set forth in this Sixth Amendment to the By-Laws of LSB
Industries, Inc. is effective as of the 8th day of May, 1997,
the date of the meeting at which the members of the Board of
Directors adopted and approved such amendment.
Dated: May 8, 1997.
LSB INDUSTRIES, INC.
/s/ Jack E. Golsen
______________________________
Jack E. Golsen
Chairman of the Board
and President
/s/ David M. Shear
[S E A L] ______________________________
David M. Shear, Secretary
2
SEVENTH AMENDMENT TO THE BYLAWS
OF
LSB INDUSTRIES, INC.
The following amendment to the Bylaws of LSB Industries, Inc.
("LSB"), was approved and adopted by the Board of Directors of LSB
at their meeting held on August 13, 1998:
1. Article III of the Bylaws is hereby amended by
deleting Section 12, Business to be Conducted at
the Annual or Special Meeting of the Stockholders,
and in lieu thereof a new Section 12 is substituted
in place thereof, which reads as follows:
Section 12. Business to be Conducted at the
Annual or Special Meeting of the Stockholders;
Notice of Proposals. At any annual meeting of
the stockholders, only such business shall be
conducted as shall have been brought before
the meeting (i) by or at the direction of the
Board of Directors, or (ii) by any stockholder
of the corporation who is entitled to vote
with respect thereto and who complies with the
notice procedures set forth in this Section
12. For business to be properly brought
before the annual meeting by a stockholder,
the stockholder must have given timely notice
thereof in writing to the Secretary of the
corporation. A stockholder's notice will be
timely if delivered or mailed to and received
at the principal executive offices at the
corporation not less than 50 days before the
date on which the corporation first mailed its
proxy materials for the prior year's annual
meeting of stockholders. The stockholder's
notice to the Secretary shall set forth as to
each matter such stockholder proposes to bring
before the annual meeting, the following: (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 corporation books, of the
stockholder proposing such business; (iii) the
class and number of shares of the
corporation's voting stock that are
beneficially owned by such stockholder; and
(iv) any material interest of such stockholder
and such business.
Notwithstanding anything in these Bylaws to
the contrary, no business shall be brought
before or conducted at the annual meeting
except in accordance with the provisions of
this Section 12. The officer of the
corporation or other person presiding over the
annual meeting shall, if the facts so warrant,
determine and declare to the meeting that
business was not properly brought before the
meeting in accordance with the provisions of
this Section 12 and, if he should so
determine, he shall so declare to the meeting
and any such business so determined to be not
properly brought before the meeting shall not
be transacted.
At any special meeting of the stockholders,
only such business shall be conducted as shall
have been brought before the meeting by or at
the direction of the Board of Directors.