ETHYL CORPORATION
BY-LAWS
ARTICLE I.
Meeting of Stockholders
Section 1. Places of Meetings.
All meetings of the stockholders shall
be held at the registered office of the
Corporation in the City of Richmond,
Virginia, or at such other place, either
within or without the State of Virginia,
as may, from time to time, be fixed by
the Board of Directors.
3/18/65 Section 2. Annual Meetings.
1/25/68 The annual meeting of the stockholders,
12/23/80 for the election of directors and
5/8/87 transaction of such other business as
5/24/90 may come before the meeting, shall be
held in each year on the fourth Thursday
in April, at 11 o'clock in the forenoon,
Richmond, Virginia time, or at such
other date and at such other time as the
Board of Directors of the Corporation
may designate from time to time.
6/18/64 Section 3. Special Meetings.
4/25/68 Special meetings of stockholders for any
2/28/72 purpose or purposes may be called at any
2/28/74 time by the Chairman of the Board, the
9/25/80 Vice Chairman of the Board who is most
2/19/85 senior in service with the Corporation
(eff. 1/1/86) or by a majority of the Board of
4/23/92 Directors. At a special meeting no
(eff. 3/1/94) business shall be transacted and no
corporate action shall be taken other
than that stated in the notice of the
meeting.
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2/28/86 Section 4. Notice of Meetings.
Notice of the time and place of every
meeting of the stockholders shall be
mailed at least ten (10) days and not
more than sixty (60) days previous
thereto to each stockholder of record
entitled to vote at the meeting, who
shall have furnished a written address
to the Secretary of the Corporation.
Such further notice shall be given as
may be required by law, but meetings
may be held without notice if all the
stockholders entitled to vote at the
meeting are present in person or by
proxy or if notice is waived in writing
by those not present.
Section 5. Quorum. Any number
of stockholders together holding at
least a majority of the outstanding
shares of capital stock entitled to vote
in 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 stockholders
present or represented by proxy without
notice other than by announcement at the
meeting until a quorum shall attend.
2/28/86 Section 6. Voting. At any
meeting of the stockholders each
stockholder 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 exceeding seventy
(70) days prior to the meeting.
Ethyl Corporation
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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
stockholders, a complete list of the
stockholders 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 stockholder 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 stockholder during the
whole time of the meeting. The original
stock transfer books shall be prima
facie evidence as to who are the
stockholders entitled to examine such
list or transfer books or to vote at any
meeting of stockholders. If the
requirements of this section have not
been substantially complied with, the
meeting shall, on the demand of any
stockholder in person or by proxy, be
adjourned until the requirements are
complied with.
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9/24/87 Section 8. Stockholder
Proposals. To be properly brought
before an annual meeting of
stockholders, business must be either
(i) specified in the notice of meeting
(or any supplement thereto) given by or
at the direction of the Board of
Directors or (ii) otherwise properly
brought before the meeting or at the
direction of the Board of Directors, or
(iii) otherwise properly brought before
the annual meeting by a stockholder. In
addition to any other applicable
requirements, 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
given, either by personal delivery or by
United States mail, postage prepaid, to
the Secretary of the Corporation not
later than sixty (60) days in advance of
the annual meeting. A stockholder's
notice to the Secretary shall set forth
as to each matter the stockholder
proposes to bring before the annual
meeting (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 record
address of the stockholder proposing
such business, (iii) the class and
number of shares of the Corporation that
are beneficially owned by the
stockholder, and (iv) any material
interest of the stockholder in such
business.
Ethyl Corporation
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In the event that a stockholder
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
stockholder of any business properly
brought before the annual meeting.
ARTICLE II.
Directors
Section 1. General Powers. The
property, affairs and business of the
2/28/86 Corporation shall be managed under the
direction of the Board of Directors, and
except as otherwise expressly provided
by law or by the Articles of
Incorporation, or by these By-Laws, all
of the powers of the Corporation shall
be vested in such Board.
Any contract to which the
Corporation is a party that is (i) not
in the ordinary course of business or
(ii) is in the ordinary course of
business and involves a commitment by
the Corporation of more than $100,000
(eff. 3/1/94) and is not executed by the Chairman of
the Board or the Vice Chairman of the
Board most senior in service with the
Corporation, must be approved by the
Board of Directors or the Executive
Committee, or in accordance with the
policy adopted by the Board of Directors
or the Executive Committee, prior to
delivery.
Ethyl Corporation
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10/16/63 Section 2. Number of Directors. 9/25/86
4/16/64 The Board of Directors shall be 12/17/87
4/19/67 seventeen (17) in number. 2/9/88
5/18/67 1/26/89
7/26/67 3/23/89
12/23/69 (eff. 5/25/89)
3/25/71 (eff. 4/25/90)
1/27/72 4/24/91
3/23/72 2/27/92
1/28/82 2/27/92
5/13/82 (eff. 4/23/92)
5/14/82
9/23/82
3/24/83
1/26/84
3/22/84
(eff.
4/26/84)
12/20/84
(eff. 1/1/85)
3/28/85
(eff.
4/25/85)
2/28/86
Section 3. Election of
Directors.
(a) Directors shall be elected at
the annual meeting of stockholders.
(b) Directors shall hold their 2/28/86
offices until their successors are
elected. Any director may be removed
from office by a majority of the votes
entitled to be cast at an election of
directors of the voting group or voting
groups by which such director was
elected.
(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.
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(d) A majority of the number of 2/28/86
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.
6/18/64 Section 4. Meetings of
4/25/68 Directors. Meetings of the Board of
12/28/72 Directors shall be held at places within
2/28/74 or without the State of Virginia and at
9/25/80 times fixed by resolution of the Board,
4/23/92 or upon call by the Chairman by the
(eff. 3/1/94) Board or by the Vice Chairman of the
Board who is most senior in service with
the Corporation, 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 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. 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 of all
meetings.
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9/24/87 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
stockholder entitled to vote in the
election of Directors generally.
However, any stockholder 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
stockholder'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 stockholders, sixty (60) days in
advance of such meeting, and (ii) with
respect to an election to be held at a
special meeting of stockholders 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 stockholders. Each
notice shall set forth: (a) the name and
address of the stockholder who intends
to make the nomination and of the person
or persons to be nominated; (b) a
representation that the stockholder 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 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; (d) such other
information regarding each nominee
proposed by such stockholder as would be
Ethyl Corporation
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ARTICLE III.
Committees
Section 1. Executive Committee.
The Board of Directors shall, by vote of
6/18/64 a majority of the number of directors
4/25/68 fixed by these By-Laws, designate an
12/28/72 Executive Committee which shall consist
2/28/74 of two or more directors, including the
9/25/80 Chairman of the Board, any Vice Chairman
5/4/83 of the Board and the President. The
6/27/85 members of the Executive Committee shall
(eff. 3/1/94) serve until their successors are
designated by the Board of Directors or
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.
1/16/64 Section 2. General Powers.
2/28/86 When the Board of Directors is not in
session, the Executive Committee shall
have all power vested in the Board of
Directors by law, except as otherwise
provided in the Virginia Stock
Corporation Act. 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.
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4/25/68 Section 3. Meetings of the
12/28/72 Executive Committee. Meetings of the
2/28/74 Executive Committee shall be held at
9/25/80 such places and at such times fixed by
4/23/92 resolution of the Committee, or upon
1/31/94 call by the Chairman of the Executive
Committee or the Chairman of the Board
or by the Vice Chairman of the Board
most senior in service with the
Corporation. Not less than twelve (12)
hours' notice shall be given by letter,
telegraph or telephone 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.
3/19/64 Section 4. Bonus, Salary and
5/28/64 Stock Option Committee. The Board of
11/18/65 Directors, at its regular annual
6/22/67 meeting, shall designate a Bonus, Salary
1/23/69 and Stock Option Committee which shall
7/23/87 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.
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With respect to bonus, the Bonus,
Salary and Stock Option Committee shall
have and may exercise the powers to
determine the amounts annually available
for bonus pursuant to any bonus plan or
formula approved by the Board, to
determine the various bonus awards and
to exercise such further powers with
respect to bonus as may from time to
time be conferred by the Board of
Directors.
With respect to salary, Bonus,
Salary and Stock Option Committee shall
have and may exercise the power to fix
and determine from time to time all
salaries at a rate in excess of $6,900
per month or such higher figure as it
may from time to time set as the salary
figure for automatic review for bonus
consideration, and such further powers
with respect to salary as may from time
to time be conferred by the Board of
Directors.
The Bonus, Salary and Stock Option
Committee shall exercise such powers
with respect to the retention and fees
of consultants and the continuance of
employees in the employ of the Company
past their normal retirement date as may
from time to time be conferred by the
Board of Directors.
The Bonus, Salary and Stock Option
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.
5/28/64 Section 5. Vacancies and
Procedure. Vacancies in the Bonus and
Salary Committee shall be filled by the
Board of Directors, and members shall be
subject to removal by the Board at any
time.
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The Bonus and Salary 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 Bonus and Salary Committee shall
keep minutes of its meetings, and all
action taken by it shall be reported to
the Board of Directors.
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11/26/80 Section 6. Audit Committee.
3/24/88 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. The Committee
shall also oversee the activities of the
Corporation's internal audit program.
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11/26/80 Section 7. N o m i n a t i n g
4/23/92 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 stockholders at each Annual
Stockholders' 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 8. 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.
4/23/92 Section 9. Ex-Officio Members.
An officer designated as an ex officio
member of a Committee shall be entitled
to attend meetings, but shall not have
the power to vote unless such officer is
specifically designated as a voting
member of such Committee.
1/16/64 Section 10. M a n a g e m e n t
4/25/68 Committees. The chief executive officer
1/22/70 of the Corporation from time to time may
4/23/92 delegate to the Executive Committee or
any other committee of the Board of
Directors, or to such committees as he
may establish for the purpose, such of
his management functions as chief
executive officer as he may deem
advisable in the best interest of the
Corporation. The members, terms,
authority and procedures of such
committees in exercising management
functions shall be as designated by the
chief executive officer.
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When exercising management
functions so delegated, reports as to
action taken by such committees need not
be submitted to the Board except where
the chief executive officer deems it
advisable as a matter of general
information.
1/16/64 Section 11. Advisory Committee
4/25/68 to Chief Executive Officer. The Chief
1/22/70 Executive Officer may establish such
4/23/92 advisory committees as he may deem
(eff. 3/1/94) 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 Chief Executive Officer who shall
serve for such terms and have such
authority as may be designated by the
Chief Executive Officer.
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ARTICLE IV.
Officers
Section 1.1 Election. The
officers of the Corporation shall
6/18/64 consist of a Chairman of the Board, a
7/26/67 President, one or more Vice Chairmen of
4/25/68 the Board, a Chairman of the Executive
1/22/70 Committee, one or more Vice Presidents
12/28/72 (any one or more of whom may be
2/28/74 designated as Executive Vice Presidents
9/25/80 or Senior Vice Presidents), a Secretary
(eff. 3/1/94) and a Treasurer. In addition, such
other officers as are provided for 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 Chairman of
the Board, the President, any Vice
Chairman of the Board and the Chairman
of the Executive Committee 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.
2/28/74 Section 2. Removal of Officers;
9/25/80 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.
6/18/64 Section 3. Other Officers.
7/26/67 Other officers may from time to time be
2/28/74 elected by the Board, including one or
9/25/80 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).
Ethyl Corporation
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2/28/74 Section 4. Duties. The
9/25/80 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.
6/18/64 Section 5. Duties of the
4/25/68 Chairman of the Board. The Chairman of
1/22/70 the Board shall be the chief executive
12/28/72 officer of the Corporation and shall
2/28/74 serve as Chairman of the Executive
9/25/80 Committee with the power to vote and,
4/23/92 except as otherwise provided in these
(eff. 3/1/94) By-Laws or the resolutions establishing
such committees, he shall be ex officio
a member of all other committees of the
Board. He shall preside at all meetings
of the stockholders, the Board of
Directors and the Executive Committee.
In the incapacity or absence of the
President, the Chairman of the Board
shall perform the duties and have the
authority of the President. He may
appoint advisory committees as provided
in Section 8 of Article III. He 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. In addition, he shall
perform all duties incident to the
office of Chairman of the Board and
chief executive officer and such other
duties as from time to time may be
assigned to him by the Board of
Directors.
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(eff. 3/1/94) Section 6. Duties of any Vice
Chairman of the Board. Each Vice
Chairman of the Board shall perform the
duties incident to the office of the
Vice Chairman of the Board and shall
have such other powers and duties as may
from time to time be assigned to him by
the Board of Directors or the Chairman
of the Board. The Vice Chairman of the
Board who is most senior in service with
the Corporation shall perform the duties
of the Chairman of the Board in the
absence of the Chairman of the Board.
Any Vice Chairman of the Board 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.
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6/18/64 Section 7. Duties of the
4/25/68 President. The President shall be the
1/22/70 chief operating officer and chief
12/28/72 administrative officer of the
2/28/74 Corporation, shall be responsible for
9/25/80 the execution of the policies of the
4/23/92 Board of Directors and shall have
(eff. 3/1/94) general direction and supervision over
the business of the Corporation and its
several officers, subject to the
Chairman of the Board and the Board of
Directors. He shall serve as a member
of the Executive Committee with the
power to vote, and except as otherwise
provided in these By-Laws or the
resolutions establishing such
committees, he shall be ex officio a
member of all other committees of the
Board. 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. 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 or the Chairman of the
Board.
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4/23/92 Section 8. Duties of the Vice
President. Each Vice President of the
Corporation (including any Executive
Vice President and Senior Vice
President) shall have powers and duties
as pertain to the office of the Vice
President and as may from time to time
be assigned to him by the Board of
Directors, the Chairman of the Board, 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 and the
Chairman of the Board. Any Vice
President of the Corporation 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.
4/25/68 Section 9. Duties of the
12/28/72 Treasurer. The Treasurer shall have
2/28/74 charge and custody of and be responsible
9/25/80 for all funds and securities of the
7/26/90 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 in general perform all
the 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, the Chairman of
the Board, the President, a Vice
Chairman of the Board or the Chairman of
the Executive Committee.
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7/26/90 Section 10. Duties of the
Controller. The Controller shall
maintain adequate accounts and records
of all assets, liabilities and
transactions of the Corporation in
accordance with generally accepted
accounting practices; shall exhibit at
the office of the Corporation his
accounts and records to any of the
directors of the Corporation at any time
upon request; 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.
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4/25/68 Section 11. Duties of the
12/28/72 Secretary. The Secretary shall act as
2/28/74 secretary of all meetings of the Board
9/25/80 of Directors, the Executive Committee
and other Committees of the Board, and
the stockholders 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, the Chairman of
the Board, the President, a Vice
Chairman of the Board or the Chairman of
the Executive Committee.
Ethyl Corporation
By-Laws -23-
7/26/67 Section 12. Duties of Divisional
9/25/80 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.
Such officers shall be officers of the
respective divisions but shall not be
deemed to be officers of the
Corporation.
7/26/67 Section 13. Other Duties of
4/25/68 Officers. Any officer of the
12/28/72 Corporation shall have, in addition to
2/28/74 the duties prescribed herein or by law,
9/25/80 such other duties as from time to time
shall be prescribed by the Board of
Directors, the Chairman of the Board,
the President, a Vice Chairman of the
Board or the Chairman of the Executive
Committee.
Ethyl Corporation
By-Laws -24-
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.
Ethyl Corporation
By-Laws -25-
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, however, the exclusive right
of the person registered on its books as
the owner of shares to receive dividends
and to vote as such owner.
2/28/86 Section 4. Fixing Record Date.
For the purpose of determining
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 in
order to make a determination of
stockholders for any other proper
purpose, the Board of Directors may fix
in advance a date as the record date for
any such determination of stockholders,
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
stockholders, is to be taken. If no
record date is fixed for the
determination of stockholders entitled
to notice of or to vote at a meeting of
stockholders, or stockholders 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
stockholders. When a determination of
stockholders entitled to vote at any
meeting of stockholders has been made as
provided in this section such
determination shall apply to any
adjournment thereof.
Ethyl Corporation
By-Laws -26-
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 of
the words "Incorporated - February 15,
1887" and between two concentric circles
around the margin the words "Ethyl
Corporation - A Virginia Corporation".
7/18/63 Section 2. Fiscal Year. The
fiscal year of the Corporation shall end
on December 31st in 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 stockholders 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 stockholders, giving the names and
addresses of all stockholders, and the
number, class and series of the shares
being held.
Ethyl Corporation
By-Laws -27-
Any person who shall have been a
stockholder of record for at least six
months immediately preceding his demand
or who shall be the holder of record of
at least five per cent (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 stockholders and to make
extracts therefrom. Upon the written
request of any stockholder, the
Corporation shall mail to such
stockholder 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 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 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
stockholders.
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.
Ethyl Corporation
By-Laws -28-
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
stockholders 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.
Ethyl Corporation
By-Laws -29-
1/16/64 Section 6. Voting of Stock
4/25/68 Held. Unless otherwise provided by
12/28/72 resolution of the Board of Directors or
2/28/74 of the Executive Committee, the Chairman
9/25/80 of the Board, and Vice Chairman of the
4/23/92 Board or the President shall from time
1/31/94 to time appoint an attorney or attorneys
(eff. 3/1/94) 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
stockholder or otherwise in any other
corporation, any of whose stock or
securities may be held by 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 Chairman of the Board
or the Vice Chairman of the Board who is
most senior in service with the
Corporation 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.
Ethyl Corporation
By-Laws -30-
9/24/87 Section 7. Restriction on
5/26/88 Transfer. To the extent that any
provision of the Rights Agreement
between the Corporation and Sovran Bank,
N.A., as Rights Agent, dated September
24, 1987, 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.
2/14/89 Section 8. Control Share
Acquisitions Statute. Article 14.1 of
the Virginia Stock Corporation Act
("Control Share Acquisitions") shall not
apply to acquisitions of shares of this
Corporation.