EXHIBIT 3.2
BYLAWS
OF
E. I. DU PONT DE NEMOURS AND COMPANY
INCORPORATED UNDER THE LAWS OF DELAWARE
AS REVISED November 24, 1993
BYLAWS
PAGE
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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....................................................... 1
Section 7. Inspectors................................................... 1
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.................................................... 2
Section 6. Regular Meetings............................................. 2
Section 7. Special Meetings............................................. 2
Section 8. Quorum....................................................... 2
Section 9. Place of Meeting, Etc........................................ 2
Section 10 Interested Directors; Quorum................................. 2
ARTICLE III.
COMMITTEES OF THE BOARD:
Section 1. Committees................................................... 3
Section 2. Procedure.................................................... 3
Section 3. Reports to the Board......................................... 3
Section 4. Strategic Direction Committee................................ 3
Section 5. Audit Committee.............................................. 3
Section 6 Environmental Policy Committee............................... 3
Section 7. Compensation and Benefits Committee.......................... 3
ARTICLE IV.
OFFICE OF THE CHAIRMAN.................................................... 4
ARTICLE V.
OFFICERS:
Section 1. Officers
Section 2. Chairman of the Board........................................ 4
Section 3. Vice Chairmen................................................ 4
Section 4. Vice Presidents.............................................. 4
Section 5. Senior Vice President--Finance............................... 4
Section 6. Treasurer.................................................... 4
Section 7. Assistant Treasurer.......................................... 4
Section 8. Controller................................................... 4
Section 9. Assistant Controller......................................... 5
Section 10. Secretary.................................................... 5
Section 11. Assistant Secretary.......................................... 5
Section 12. Removal...................................................... 5
Section 13. Resignation.................................................. 5
Section 14. Vacancies.................................................... 5
ARTICLE VI.
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MISCELLANEOUS:
Section 1. Indemnification of Directors or Officers...................... 5
Section 2. Certificate for Shares........................................ 5
Section 3. Transfer of Shares............................................ 6
Section 4. Regulations................................................... 6
Section 5. Record Date of Stockholders................................... 6
Section 6. Corporate Seal................................................ 6
ARTICLE VII.
AMENDMENTS................................................................ 6
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 or, in the Chairman's
absence, a Vice Chairman 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, or, in the Chairman's
absence, by a Vice Chairman.
Section 6. Voting. Each stockholder entitled to vote at any meeting shall be
entitled to one vote, in person or by written proxy, for each share held of
record. 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. Inspectors. At each meeting of the stockholders the polls shall be
opened and closed; the proxies and ballots shall be received and be taken in
charge, and all questions touching the qualification of voters and the validity
of proxies, and the acceptance or rejection of votes shall be decided by three
Inspectors, two of whom shall have power to make a decision. Such Inspectors
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 of the Inspectors previously appointed
shall fail to attend or refuse or be unable to serve, substitutes shall be
appointed by the presiding officer.
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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.
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 a 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, and a Compensation and
Benefits 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.
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 accounting 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 and Benefits Committee. The Compensation and Benefits
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 and Benefits Committee shall be an officer or employee of the
Company or its subsidiaries.
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ARTICLE IV.
OFFICE OF THE CHAIRMAN
The Board shall elect an Office of the Chairman whose members shall include
the Chairman of the Board, the Vice Chairmen, and such other officers as may be
designated by the Board. The Office of the Chairman 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 Chairman 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 Vice Chairmen, a Senior Vice President--Finance and a
Secretary.
The Board and the Office of the Chairman, 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
Chairman.
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 Chairman, the Chairman shall have general charge of the business and
affairs of the Company. The Chairman 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. Vice Chairmen. The Vice Chairmen shall have such powers and
perform such duties as may be assigned to the Vice Chairmen by the Chairman of
the Board. In the absence or inability to act of the Chairman of the Board, a
Vice Chairman shall perform the duties of the Chairman of the Board.
Section 4. Vice Presidents. The Board or the Office of the Chairman 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 Chairman.
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 Chairman.
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 Chairman.
Section 7. Assistant Treasurer. The Board or the Office of the Chairman 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 Chairman.
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 Chairman.
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Section 9. Assistant Controller. The Board or the Office of the Chairman 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 Chairman.
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 Chairman 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 or a Vice Chairman; and
such Assistant Secretary shall affix the seal of the Company to any instruments
when so required.
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, a Vice Chairman 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.
Section 2. Certificate for Shares. The certificate for shares of the capital
stock of the Company shall be in such form, not inconsistent with the
Certificate of Incorporation as shall be prescribed by the Board.
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Every stockholder shall have a certificate signed by the Chairman of the Board
or a Vice Chairman, and the Treasurer, certifying the number of shares owned by
such stockholder in the Company, provided that if any such certificate is
countersigned by a transfer agent or registrar other than the Company or its
employee, then and other signature on the certificate may be a 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
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.
I hereby certify that the foregoing is a true and correct copy of the Bylaws of
E. I. du Pont de Nemours and Company.
Witness my hand and the corporate seal of the Company this day of
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_____________________________________
Secretary
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