Exhibit 3.2
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TREDEGAR INDUSTRIES, INC.
AMENDED BY-LAWS
As amended and in effect on April 23, 1993
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TREDEGAR INDUSTRIES, INC.
AMENDED BY-LAWS
ARTICLE I
Meeting of Shareholders
Section 1. Places of Meetings. All meetings of the shareholders
shall be held at such place, either within or without the State of
Virginia, as may, from time to time, be fixed by the Board of Directors.
Section 2. Annual Meetings. The annual meeting of the shareholders,
for the election of directors and transaction of such other business as may
come before the meeting, shall be held in each year on the fourth Wednesday
in May, at 2:00 p.m., Richmond, Virginia time, or on such other date and at
such other time as the Board of Directors of the Corporation may designate
from time to time.
Section 3. Special Meetings. Special meetings of shareholders for
any purpose or purposes may be called at any time by the President of the
Corporation, or by a majority of the Board of Directors. At a special
meeting no business shall be transacted and no corporate action shall be
taken other than that stated in the notice of the meeting.
Section 4. Notice of Meetings. Except as otherwise required by law,
written or printed notice stating the place, day and hour of every meeting
of the shareholders and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be mailed not less than ten
nor more than sixty days before the date of the meeting to each shareholder
of record entitled to vote at such meeting, at his address which appears in
the share transfer books of the Corporation. Meetings may be held without
notice if all the shareholders entitled to vote at the meeting are present
in person or by proxy or if notice is waived in writing by those not
present, either before or after the meeting.
Section 5. Quorum. Except as otherwise required by the Articles of
Incorporation, any number of shareholders together holding at least a
majority of the outstanding shares of capital stock entitled to vote with
respect to the business to be transacted, who shall be present in person or
represented by proxy at any meeting duly called, shall constitute a quorum
for the transaction of business. If less than a quorum shall be in
attendance at the time for which a meeting shall have been called, the
meeting may be adjourned from time to time by a majority of the
shareholders present or represented by proxy without notice other than by
announcement at the meeting.
Section 6. Voting. At any meeting of the shareholders each
shareholder of a class entitled to vote on the matters coming before the
meeting shall have one vote, in person or by proxy, for each share of
capital stock standing in his or her name on the books of the Corporation
at the time of such meeting or on any date fixed by the Board of Directors
not more than seventy (70) days prior to the meeting. Every proxy shall be
in writing, dated and signed by the shareholder entitled to vote or his
duly authorized attorney-in-fact.
Section 7. Voting List. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least ten
(10) days before each meeting of shareholders, a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
with the address of and the number of shares held by each. Such list, for
a period of ten (10) days prior to such meeting, shall be kept on file at
the registered office of the Corporation or at its principal place of
business or at the office of its transfer agent or registrar and shall be
subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original stock
transfer books shall be prima facie evidence as to who are the shareholders
entitled to examine such list or transfer books or to vote at any meeting
of shareholders. If the requirements of this section have not been
substantially complied with, the meeting shall, on the demand of any
shareholder in person or by proxy, be adjourned until the requirements are
complied with.
Section 8. Shareholder Proposals. To be properly brought before an
annual meeting of shareholders, business must be (i) specified in the
notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (ii) otherwise properly brought before the
meeting by or at the direction of the Board of Directors, or (iii)
otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must be given, either by
personal delivery or by United States mail, postage prepaid, to the
Secretary of the Corporation not later than ninety (90) days in advance of
the annual meeting. A shareholder's notice to the Secretary shall set
forth as to each matter the shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought
before the annual meeting (including the specific proposal to be presented)
and the reasons for conducting such business at the annual meeting, (ii)
the name and record address of the shareholder proposing such business,
(iii) the class and number of shares of the Corporation that are
beneficially owned by the shareholder, and (iv) any material interest of
the shareholder in such business.
In the event that a shareholder attempts to bring business before an
annual meeting without complying with the provisions of this Section 8, the
Chairman of the meeting shall declare to the meeting that the business was
not properly brought before the meeting in accordance with the foregoing
procedures, and such business shall not be transacted.
No business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Section 8, provided,
however, that nothing in this Section 8 shall be deemed to preclude
discussion by any shareholder of any business properly brought before the
annual meeting.
Section 9. Inspectors. An appropriate number of inspectors for any
meeting of shareholders may be appointed by the Chairman of such meeting.
Inspectors so appointed will open and close the polls, will receive and
take charge of proxies and ballots, and will decide all questions as to the
qualifications of voters, validity of proxies and ballots, and the number
of votes properly cast.
ARTICLE II
Directors
Section 1. General Powers. The property, affairs and business of the
Corporation shall be managed under the direction of the Board of Directors,
and except as otherwise expressly provided by law, the Articles of
Incorporation or these By-laws, all of the powers of the Corporation shall
be vested in such Board.
Section 2. Number of Directors. The Board of Directors shall be
eleven (11) in number.
Section 3. Election of Directors.
(a) Directors shall be elected at the annual meeting of
shareholders to succeed those Directors whose terms have expired and to
fill any vacancies thus existing.
(b) Directors shall hold their offices for terms as set forth in
the Articles of Incorporation and until their successors are elected. Any
director may be removed from office as set forth in the Articles of
Incorporation.
(c) Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of the majority of the remaining directors
though less than a quorum of the Board of Directors.
(d) A majority of the number of directors fixed by these By-laws
shall constitute a quorum for the transaction of business. The act of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 4. Meetings of Directors. Meetings of the Board of Directors
shall be held at places within or without the State of Virginia and at
times fixed by resolution of the Board, or upon call of the President, and
the Secretary or officer performing the Secretary's duties shall give not
less than twenty-four (24) hours' notice by letter, telegraph or telephone
(or in person) of all meetings of the directors, provided that notice need
not be given of regular meetings held at times and places fixed by
resolution of the Board. An annual meeting of the Board of Directors shall
be held as soon as practicable after the adjournment of the annual meeting
of shareholders. Meetings may be held at any time without notice if all of
the Directors are present, or if those not present waive notice in writing
either before or after the meeting. Directors may be allowed, by
resolution of the Board, a reasonable fee and expenses for attendance at
meetings.
Section 5. Nominations. Subject to the rights of holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for the election of Directors
shall be made by the Board of Directors or a committee appointed by the
Board of Directors or by any shareholder entitled to vote in the election
of Directors generally. However, any shareholder entitled to vote in the
election of Directors generally may nominate one or more persons for
election as Directors at a meeting only if written notice of such
shareholder's intent to make such nomination or nominations has been given,
either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the Corporation not later than (i) with respect to an
election to be held at an annual meeting of shareholders, ninety (90) days
in advance of such meeting, and (ii) with respect to an election to be held
at a special meeting of shareholders for the election of Directors, the
close of business on the seventh day following the date on which notice of
such meeting is first given to shareholders. Each notice shall set forth:
(a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a
representation that the shareholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons
specified in the notice; (c) a description of all arrangements or
understandings between the shareholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (d) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission, had the nominee been
nominated, or intended to be nominated, by the Board of Directors; and (e)
the consent of each nominee to serve as a Director of the Corporation if so
elected. The Chairman of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing
procedure.
ARTICLE III
Committees
Section 1. Executive Committee. The Board of Directors shall, by
vote of a majority of the number of directors fixed by these By-laws,
designate an Executive Committee which shall consist of three or more
directors, including the President. The members of the Executive Committee
shall serve until their successors are designated by the Board of
Directors, until removed or until the Executive Committee is dissolved by
the Board of Directors. All vacancies which may occur in the Executive
Committee shall be filled by the Board of Directors.
When the Board of Directors is not in session, the Executive Committee
shall have all power vested in the Board of Directors by law, the Articles
of Incorporation or these By-laws, except as otherwise provided in the
Virginia Stock Corporation Act and except that the Executive Committee
shall not have the power to elect the President of the Corporation. The
Executive Committee shall report at the next regular or special meeting of
the Board of Directors all action which the Executive Committee may have
taken on behalf of the Board since the last regular or special meeting of
the Board of Directors.
Meetings of the Executive Committee shall be held at such places and
at such times fixed by resolution of the Committee, or upon call of the
President. Not less than twelve (12) hours' notice shall be given by
letter, telegraph or telephone (or in person) of all meetings of the
Executive Committee, provided that notice need not be given of regular
meetings held at times and places fixed by resolution of the Committee and
that meetings may be held at any time without notice if all of the members
of the Committee are present or if those not present waive notice in
writing either before or after the meeting. A majority of the members of
the Executive Committee then serving shall constitute a quorum for the
transaction of business at any meeting.
Section 2. Executive Compensation Committee. The Board of Directors,
at its regular annual meeting, shall designate an Executive Compensation
Committee which shall consist of three or more directors who shall not be
eligible for bonus, stock option or stock appreciation rights. In
addition, the Board at any time may designate one or more alternate members
of such Committee who shall be directors not eligible for bonus, stock
option or stock appreciation rights who may act in place of any absent
regular member upon invitation by the Chairman or Secretary of the
Committee.
With respect to bonuses, the Executive Compensation Committee shall
have and may exercise the powers to determine the amounts annually
available for bonuses pursuant to any bonus plan or formula approved by the
Board, to determine bonus awards to executive officers and to exercise such
further powers with respect to bonuses as may from time to time be
conferred by the Board of Directors.
With respect to salaries, the Executive Compensation Committee shall
have and may exercise the power to fix and determine from time to time all
salaries of the executive officers of the Corporation, and such further
powers with respect to salaries as may from time to time be conferred by
the Board of Directors.
The Executive Compensation Committee shall administer the
Corporation's Incentive Stock Option Plan (the Plan) and from time to time
may grant, consistent with the Plan, stock options and stock appreciation
rights.
Vacancies in the Executive Compensation Committee shall be filled by
the Board of Directors, and members shall be subject to removal by the
Board at any time.
The Executive Compensation Committee shall fix its own rules of
procedure. A majority of the number of regular members then serving shall
constitute a quorum; and regular and alternate members present shall be
counted to determine whether there is a quorum. The Executive Compensation
Committee shall keep minutes of its meetings, and all action taken by it
shall be reported to the Board of Directors.
Section 3. Audit Committee. The Board of Directors at its regular
annual meeting shall designate an Audit Committee which shall consist of
three or more directors whose membership on the Committee shall meet the
requirements set forth in the rules of the New York Stock Exchange, as
amended from time to time. Vacancies in the Committee shall be filled by
the Board of Directors with directors meeting the requirements set forth
above, giving consideration to continuity of the Committee, and members
shall be subject to removal by the Board at any time. The Committee shall
fix its own rules of procedure and a majority of the members serving shall
constitute a quorum. The Committee shall meet at least twice a year with
both the internal and the Corporation's outside auditors present at each
meeting and shall keep minutes of its meetings and all action taken shall
be reported to the Board of Directors. The Committee shall review the
reports and minutes of any audit committees of the Corporation's
subsidiaries. The Committee shall review the Corporation's financial
reporting process, including accounting policies and procedures. The
Committee shall examine the report of the Corporation's outside auditors,
consult with them with respect to their report and the standards and
procedures employed by them in their audit, report to the Board the results
of its study and recommend the selection of auditors for each fiscal year.
Section 4. Nominating Committee. The Board of Directors shall
designate a Nominating Committee which shall consist of three or more
directors. The Committee shall make recommendations to the Board regarding
nominees for election as directors by the shareholders at each Annual
Shareholders' Meeting and make such other recommendations regarding tenure,
classification and compensation of directors as the Committee may deem
advisable from time to time. The Committee shall fix its own rules of
procedure and a majority of the members serving shall constitute a quorum.
Section 5. Other Committees of Board. The Board of Directors, by
resolution duly adopted, may establish such other committees of the Board
having limited authority in the management of the affairs of the
Corporation as it may deem advisable and the members, terms and authority
of such committees shall be as set forth in the resolutions establishing
the same.
Section 6. Advisory Committees to President. The President may
establish such advisory committees as he may deem advisable to assist him
in the administration and management of the business of the Corporation;
such committees shall consist of officers, employees or consultants to be
appointed by the President who shall serve for such terms and have such
authority as may be designated by the President.
ARTICLE IV
Officers
Section 1. Election. The officers of the Corporation shall consist
of a President, a Vice Chairman of the Board, one or more Vice Presidents
(any one or more of whom may be designated as Executive Vice Presidents or
Senior Vice Presidents), a Secretary and a Treasurer. In addition, such
other officers as are provided in Section 3 of this Article may from time
to time be elected by the Board of Directors. All officers shall hold
office until the next annual meeting of the Board of Directors or until
their successors are elected. The President shall be chosen from among the
directors. Any two officers may be combined in the same person as the
Board of Directors may determine, except that the President and Secretary
may not be the same person.
Section 2. Removal of Officers; Vacancies. Any officer of the
Corporation may be removed summarily with or without cause, at any time by
a resolution passed at any meeting by affirmative vote of a majority of the
number of directors fixed by these By-laws. Vacancies may be filled at any
meeting of the Board of Directors.
Section 3. Other Officers. Other officers may from time to time be
elected by the Board, including, without limitation, one or more Assistant
Secretaries and Assistant Treasurers, and one or more Divisional Presidents
and Divisional Vice Presidents (any one or more of whom may be designated
as Divisional Executive Vice Presidents or Divisional Senior Vice
Presidents).
Section 4. Duties. The officers of the Corporation shall have such
duties as generally pertain to their offices, respectively, as well as such
powers and duties as are hereinafter provided and as from time to time
shall be conferred by the Board of Directors. The Board of Directors may
require any officer to give such bond for the faithful performance of his
duties as the Board may see fit.
Section 5. Duties of the President. The President shall be the chief
executive and administrative officer of the Corporation, shall serve as the
Chairman of the Board of Directors and the Chairman of the Executive
Committee and shall have direct supervision over the business of the
Corporation and its several officers, subject to the Board of Directors.
The President shall preside at all meetings of shareholders and the Board
of Directors. The President may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts or other instruments, except
in cases where the signing and the execution thereof shall be expressly
delegated by the Board of Directors or by these By-laws to some other
officer or agent of the Corporation or shall be required by law otherwise
to be signed or executed. He may appoint advisory committees as provided
in Section 6 of Article III. In addition, he shall perform all duties
incident to the office of the President and such other duties as from time
to time may be assigned to him by the Board of Directors.
Section 6. Duties of Vice Chairman. In the absence or incapacity of
the President, the Vice Chairman shall perform the duties of the Chairman
of the Board, shall have the same authority, including, but not limited to,
presiding at all meetings of the Board of Directors and the Corporation's
shareholders, and shall serve as a member of all committees of the Board of
which the President is a member. In addition, the Vice Chairman of the
Board shall perform all duties as from time to time may be assigned to him
by the Board of Directors.
Section 7. Duties of the Vice Presidents. Each Vice President of the
Corporation (including any Executive Vice President and Senior Vice
President) shall have powers and duties as may from time to time be
assigned to him by the Board of Directors or the President. When there
shall be more than one Vice President of the Corporation, the Board of
Directors may from time to time designate one of them to perform the duties
of the President in the absence of the President, except that the Vice
Chairman of the Board shall perform the President's duties as Chairman of
the Board and as a member of all committees of the Board of which the
President is a member. Any Vice President of the Corporation may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts
and other instruments, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-laws to some other officer or agent of the Corporation or shall be
required by law otherwise to be signed or executed.
Section 8. Duties of the Treasurer. The Treasurer shall have charge
and custody of and be responsible for all funds and securities of the
Corporation, and shall cause all such funds and securities to be deposited
in such banks and depositories as the Board of Directors from time to time
may direct. He shall maintain adequate accounts and records of all assets,
liabilities and transactions of the Corporation in accordance with
generally accepted accounting practices; shall exhibit his accounts and
records to any of the directors of the Corporation at any time upon request
at the office of the Corporation; shall render such statements of his
accounts and records and such other statements to the Board of Directors
and officers as often and in such manner as they shall require; and shall
make and file (or supervise the making and filing of) all tax returns
required by law. He shall in general perform all duties incident to the
office of Treasurer and such other duties as from time to time may be
assigned to him by the Board of Directors or the President.
Section 9. Duties of the Secretary. The Secretary shall act as
secretary of all meetings of the Board of Directors, the Executive
Committee and all other Committees of the Board, and the shareholders of
the Corporation, and shall keep the minutes thereof in the proper book or
books to be provided for that purpose. He shall see that all notices
required to be given by the Corporation are duly given and served; shall
have custody of the seal of the Corporation and shall affix the seal or
cause it to be affixed to all certificates for stock of the Corporation and
to all documents the execution of which on behalf of the Corporation under
its corporate seal is duly authorized in accordance with the provisions of
these By-laws; shall have custody of all deeds, leases, contracts and other
important corporate documents; shall have charge of the books, records and
papers of the Corporation relating to its organization and management as a
Corporation; shall see that the reports, statements and other documents
required by law (except tax returns) are properly filed; and shall, in
general, perform all the duties incident to the office of Secretary and
such other duties as from time to time may be assigned to him by the Board
of Directors or the President.
Section 10. Other Duties of Officers. Any officer of the Corporation
shall have, in addition to the duties prescribed herein or by law, such
other duties as from time to time shall be prescribed by the Board of
Directors or the President.
Section 11. Duties of Divisional Officers. Divisional Presidents and
Divisional Vice Presidents shall be deemed to be officers of the
Corporation whose duties and authority shall relate only to the Division by
which they are employed, and they may sign and execute in the name of the
Corporation deeds, mortgages, bonds, contracts and other instruments
authorized by the Board that relate only to the business and properties of
such Division. Other divisional officers may be designated from time to
time by the Board of Directors and shall serve at the pleasure of the Board
and have such duties as may be assigned by the Board and such officers
shall be officers of the respective divisions but shall not be deemed to be
officers of the Corporation.
ARTICLE V
Capital Stock
Section 1. Certificates. The shares of capital stock of the
Corporation shall be evidenced by certificates in forms prescribed by the
Board of Directors and executed in any manner permitted by law and stating
thereon the information required by law. Transfer agents and/or registrars
for one or more classes of the stock of the Corporation may be appointed by
the Board of Directors and may be required to countersign certificates
representing stock of such class or classes. In the event that any officer
whose signature or facsimile thereof shall have been used on a stock
certificate shall for any reason cease to be an officer of the Corporation
and such certificate shall not then have been delivered by the Corporation,
the Board of Directors may nevertheless adopt such certificate and it may
then be issued and delivered as though such person had not ceased to be an
officer of the Corporation.
Section 2. Lost, Destroyed and Mutilated Certificates. Holders of
the stock of the Corporation shall immediately notify the Corporation of
any loss, destruction or mutilation of the certificate therefor, and the
Board of Directors may, in its discretion, cause one or more new
certificates for the same number of shares in the aggregate to be issued to
such stockholder upon the surrender of the mutilated certificate or upon
satisfactory proof of such loss or destruction, and the deposit of a bond
in such form and amount and with such surety as the Board of Directors may
require.
Section 3. Transfer of Stock. The stock of the Corporation shall be
transferable or assignable only on the books of the Corporation by the
holders in person or by attorney on surrender of the certificate for such
shares duly endorsed and, if sought to be transferred by attorney,
accompanied by a written power of attorney to have the same transferred on
the books of the Corporation. The Corporation will recognize the exclusive
right of the person registered on its books as the owner of shares to
receive dividends and to vote as such owner.
Section 4. Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of the
shareholders or any adjournment thereof, or entitled to receive payment for
any dividend, or in order to make a determination of shareholders for any
other proper purpose, the Board of Directors may fix in advance a date as
the record date for any such determination of shareholders, such date in
any case to be not more than seventy (70) days prior to the date on which
the particular action, requiring such determination of shareholders, is to
be taken. If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section such determination
shall apply to any adjournment thereof.
ARTICLE VI
Miscellaneous Provisions
Section 1. Seal. The seal of the Corporation shall consist of a
flat-face circular die, of which there may be any number of counterparts,
on which there shall be engraved in the center the words "Tredegar
Industries, Inc."
Section 2. Fiscal Year. The fiscal year of the Corporation shall end
on December 31st of each year, and shall consist of such accounting periods
as may be recommended by the Treasurer and approved by the Executive
Committee.
Section 3. Books and Records. The Corporation shall keep correct and
complete books and records of account and shall keep minutes of the
proceedings of its shareholders and Board of Directors; and shall keep at
its registered office or principal place of business, or at the office of
its transfer agent or registrar a record of its shareholders, giving the
names and addresses of all shareholders, and the number, class and series
of the shares being held.
Any person who shall have been a shareholder of record for at least
six months immediately preceding his demand or who shall be the holder of
record of at least five percent (5%) of all the outstanding shares of the
Corporation, upon written demand stating the purpose thereof, shall have
the right to examine, in person, or by agent or attorney at any reasonable
time or times, for any proper purpose, its books and records of account,
minutes and records of shareholders and to make extracts therefrom. Upon
the written request of a shareholder, the Corporation shall mail to such
shareholder its most recent published financial statements showing in
reasonable detail its assets and liabilities and the results of its
operations.
The Board of Directors shall, subject to the provisions of the
foregoing paragraph of this section, to the provisions of Section 7 of
Article I and to the laws of the State of Virginia, have the power to
determine from time to time whether and to what extent and under what
conditions and limitations the accounts, records and books of the
Corporation, or any of them, shall be open to the inspection of the
shareholders.
Section 4. Checks, Notes and Drafts. Checks, notes, drafts and other
orders for the payment of money shall be signed by such persons as the
Board of Directors from time to time may authorize. When the Board of
Directors so authorizes, however, the signature of any such person may be a
facsimile.
Section 5. Amendment of By-Laws. These By-laws may be amended or
altered at any meeting of the Board of Directors by affirmative vote of a
majority of the number of directors fixed by these By-laws. The
shareholders entitled to vote in respect of the election of directors,
however, shall have the power to rescind, alter, amend or repeal any By-
laws and to enact By-laws which, if expressly so provided, may not be
amended, altered or repealed by the Board of Directors.
Section 6. Voting of Stock Held. Unless otherwise provided by
resolution of the Board of Directors or of the Executive Committee, the
President or any Executive Vice President shall from time to time appoint
an attorney or attorneys or agent or agents of this Corporation, in the
name and on behalf of this Corporation, to cast the vote which this
Corporation may be entitled to cast as a shareholder or otherwise in any
other corporation, any of whose stock or securities may be held in this
Corporation, at meetings of the holders of the stock or other securities of
such other corporation, or to consent in writing to any action by any of
such other corporation, and shall instruct the person or persons so
appointed as to the manner of casting such votes or giving such consent and
may execute or cause to be executed on behalf of this Corporation and under
its corporate seal or otherwise, such written proxies, consents, waivers or
other instruments as may be necessary or proper in the premises; or, in
lieu of such appointment, the President or any Executive Vice President may
attend in person any meetings of the holders of stock or other securities
of any such other corporation and there vote or exercise any or all power
of this Corporation as the holder of such stock or other securities of such
other corporation.
Section 7. Restriction on Transfer. To the extent that any provision
of the Rights Agreement between the Corporation and Sovran Bank, N.A., as
Rights Agent, dated as of June 15, 1989, is deemed to constitute a
restriction on the transfer of any securities of the Corporation,
including, without limitation, the Rights, as defined therein, such
restriction is hereby authorized by the By-laws of the Corporation.
Section 8. Control Share Acquisition Statute. Article 14.1 of the
Virginia Stock Corporation Act ("Control Share Acquisitions") shall not
apply to acquisitions of shares of stock of the Corporation.