EXHIBIT 3.3
Amendments to By-laws of Sealed Air Corporation (the "Corporation")
Effective May 21, 1999
Section 2.05 of the Corporation's By-laws is
amended to read in its entirety as follows:
"Section 2.05. Special Meetings. Special meetings
of the stockholders may be called by the chairman of the
board, by the chief executive officer or by resolution of
the Board of Directors and, subject to the procedures set
forth in this section, shall be called by the chief
executive officer or the secretary at the request in
writing of stockholders owning a majority of the voting
power of the then outstanding Voting Stock. Any such
resolution or request shall state the purpose or purposes
of the proposed meeting. Such meeting shall be held at
such time and date as may be fixed by the Board of
Directors. The Board of Directors may postpone fixing the
time and date of a special meeting to be held at the
request of stockholders in order to allow the secretary to
determine the validity of such request, provided, that if
such request is determined to be valid, then the Board of
Directors shall fix the date of such special meeting to be
no later than 90 days after such determination. For the
purposes of these By-laws, the term "Voting Stock" shall
have the meaning of such term set forth in the Certificate
of Incorporation or, if not defined therein, "Voting
Stock" shall mean the outstanding shares of capital stock
of the Corporation entitled to vote generally in the
election of directors."
Section 2.12 is added to the Corporation's By-laws:
"Section 2.12. Notice of Stockholder Nomination
and Stockholder Business. At an annual meeting of the
stockholders, only such persons who are nominated in
accordance with the procedures set forth in this section
shall be eligible to stand for election as directors and
only such business shall be conducted as shall have been
brought before the meeting in accordance with the
procedures set forth in these By-laws. Nominations of
persons for election to the Board of Directors of the
Corporation and the proposal of business to be considered
by the stockholders at an annual meeting of stockholders
may be made (i) pursuant to the Corporation's notice of
meeting, including matters covered by Rule 14a-8 under the
Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), (ii) by or at the direction of the Board
of Directors or (iii) by any stockholder of the
Corporation who was a stockholder of record at the time of
giving of notice by the stockholder as
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provided in this section, who is entitled to vote at the
meeting, and who complies with the notice provision set
forth in this section. A notice of the intent of a
stockholder to make a nomination or to bring any other
matter before an annual meeting must be made in writing
and received by the secretary of the Corporation no
earlier than the 119th day and not later than the close of
business on the 45th day prior to the first anniversary of
the date of mailing of the Corporation's proxy statement
for the prior year's annual meeting. However, if the date
of the annual meeting has changed by more than 30 days
from the date it was held in the prior year or if the
Corporation did not hold an annual meeting in the prior
year, then such notice must be received a reasonable time
before the Corporation mails its proxy statement for the
annual meeting. Every such notice by a stockholder shall
set forth (i) the name and address of such stockholder as
they appear on the Corporation's books and the class and
number of shares of the Corporation's Voting Stock that
are owned beneficially and of record by such stockholder,
(ii) a representation that the stockholder is a holder of
the Corporation's Voting Stock and intends to appear in
person or by proxy at the meeting to make the nomination
or bring up the matter specified in the notice; (iii) with
respect to notice of an intent to make a nomination, a
description of all arrangements or understandings among
the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the
stockholder, and such other information regarding each
nominee proposed by such stockholder as would have been
required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission had each nominee been nominated by the Board of
Directors of the Corporation; and (iv) with respect to
notice of an intent to bring up any other matter, a
description of the matter, the reasons for conducting such
business at the meeting and any material interest of the
stockholder in the matter. Notice of intent to make a
nomination shall be accompanied by the written consent of
each nominee to be named in a proxy statement as a nominee
and to serve as director of the Corporation if so elected.
Except as otherwise provided by law or by the Certificate
of Incorporation, the chairman of the meeting shall have
the power and authority to determine whether a nomination
or any business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance
with the procedures set forth in this By-law and whether
such matter is an appropriate subject for stockholder
action under applicable law, and, if it was not, to
declare that such proposal or nomination shall be
disregarded. Notwithstanding the foregoing provisions of
this section, a stockholder shall also comply with all
applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set
forth in this section. Nothing in this section shall be
deemed to
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affect any rights of stockholders to request inclusion of
proposals in the Corporation's proxy statement in
accordance with Rule 14a-8 under the Exchange Act or the
holders of any series of preferred stock to elect
directors under circumstances specified in the Certificate
of Incorporation.
The Corporation elects to be governed by paragraph (2) of
Section 141(c) of the Delaware General Corporation Law, and the
first sentence of Section 3.11 of the Corporation's By-laws is
deleted, and replaced by the following:
"The Board of Directors may, by resolution adopted by a
majority of the whole Board of Directors, designate one or
more committees, each committee to consist of two or more
of the directors of the Corporation. All committees may
authorize the seal of the Corporation to be affixed to all
papers which may require it. To the extent provided in any
resolution or by these By-laws, subject to any limitations
set forth under the laws of the State of Delaware and the
Certificate of Incorporation, any such committee shall
have and may exercise any of the powers and authority of
the Board of Directors in the management of the business
and affairs of the Corporation."
Section 6.06 of the Corporation's By-laws is added and
former Section 6.06 of the By-laws is renumbered as Section 6.07,
with such new Sections 6.06 and 6.07 to read in their entirety as
follows:
"Section 6.06. Record Date for Consents. In order
that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without
a meeting, the Board of Directors may fix, in advance, a
record date, which record date shall not be more than ten
days after the date upon which the resolution fixing the
record date is adopted by the Board of Directors. Any
stockholder of record seeking to have the stockholders
authorize or take corporate action by written consent
shall, by written notice to the secretary, request the
Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within ten
days after the date on which such request is received,
adopt a resolution fixing the record date. If no record
date has been fixed by the Board of Directors within ten
days after the receipt of such request and no prior action
by the Board of Directors is required by applicable law,
then the record date shall be the first date on which a
signed written consent setting forth the action taken or
proposed to be taken is delivered to the Corporation by
delivery to its headquarters office to the attention of
the secretary. Delivery shall be by hand or certified or
registered mail, return receipt requested. If no record
date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable
law, the record date for determining
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stockholders entitled to consent shall be at the close of
business on the date on which the Board of Directors
adopts the resolution taking such prior action. The Board
of Directors may postpone action by written consent in
order to allow the secretary to conduct a reasonable and
prompt investigation to ascertain the legal sufficiency of
the consents. The secretary may designate an independent
inspector of election to conduct such investigation."
"Section 6.07. Record Dates. 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, or entitled to 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 sixty or less than ten days before the date of such
meeting, and not more than sixty days prior to any other
action. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record
date for the adjourned meeting."