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EXHIBIT 3.02
BY-LAWS
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ARISTECH CHEMICAL CORPORATION
ARTICLE I
STOCKHOLDERS
SECTION 1.01. ANNUAL MEETING. The Board of Directors by resolution shall
designate the time, place and date (which shall be, in the case of the first
annual meeting, not more than 13 months after the organization of the
Corporation and, in the case of all other annual meetings, not more than 13
months after the date of the last annual meeting) of the annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before it.
SECTION 1.02. SPECIAL MEETINGS. Special meetings of the stockholders, for
any purpose or purposes, may be called at any time by the President, any Vice
President, the Treasurer or the Secretary or by resolution of the Board of
Directors. Special meetings of stockholders shall be held at such place,
within or without the State of Delaware, as shall be fixed by the person or
persons calling the meeting and stated in the notice or waiver of notice of the
meeting.
SECTION 1.03. NOTICE OF MEETINGS OF STOCKHOLDERS. Whenever stockholders
are required or permitted to take any action at a meeting, written notice of
the meeting shall be given (unless that notice shall be waived or unless the
meeting is to be dispensed with in accordance with the provisions of Article
SIXTH of the Certificate of Incorporation of the Corporation and Section 1.12
hereof) which shall state the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. The written notice of any meeting shall be given, personally or by
mail, not less than ten nor more than sixty days before the date of the meeting
to each stockholder entitled to vote at such meeting. If mailed, such notice
is given when deposited in the United States mail, postage prepaid, directed to
the stockholder at his address as it appears on the records of the Corporation.
When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if
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after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
SECTION 1.04. QUORUM. At all meetings of the stockholders, the holders of
a majority of the stock issued and outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the transaction of
any business.
When a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any stockholders.
The stockholders present may adjourn the meeting despite the absence of a
quorum and at any such adjourned meeting at which the requisite amount of
voting stock shall be represented, the Corporation may transact any business
which might have been transacted at the original meeting had a quorum been
there present.
SECTION 1.05. METHOD OF VOTING. The vote upon any question before the
meeting need not be by ballot. All elections and all other questions shall be
decided by a plurality of the votes cast, at a meeting at which a quorum is
present, except as expressly provided otherwise by the General Corporation Law
of the State of Delaware, the Certificate of Incorporation or the Subscription
and Stockholders Agreement (the "Stockholders Agreement") dated January 31,
1990 among ACC Holdings Corporation, ACC Middle Corporation, the Corporation,
Mitsubishi Corporation, Blackstone Capital Partners, L.P. and the Management
Investors identified therein.
SECTION 1.06. VOTING RIGHTS OF STOCKHOLDERS AND PROXIES. Each stockholder
of record entitled to vote in accordance with the laws of the State of
Delaware, the Certificate of Incorporation or these By-Laws, shall at every
meeting of the stockholders be entitled to one vote in person or by proxy for
each share of stock entitled to vote standing in his name on the books of the
Corporation, but no proxy shall be voted on after three years from its date,
unless the proxy provides for a longer period.
SECTION 1.07. OWNERSHIP OF ITS OWN STOCK. Shares of its own capital stock
belonging to the Corporation or to another corporation, if a majority of the
shares entitled to vote in the election of directors of such other corporation
is held, directly or indirectly, by the Corporation, shall neither be entitled
to vote nor be counted for quorum purposes. Nothing in this section shall be
construed as limiting the right of any corporation to vote stock, including but
not limited to its own stock, held by it in a fiduciary capacity.
SECTION 1.08. VOTING BY FIDUCIARIES AND PLEDGORS. Persons holding stock in
a fiduciary capacity shall be entitled to
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vote the shares so held. Persons whose stock is pledged shall be entitled to
vote, unless in the transfer by the pledgor on the books of the Corporation he
has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent such stock and vote thereon.
If shares or other securities having voting power stand of record in the
names of two or more persons, whether fiduciaries, members of a partnership,
joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, unless the Secretary of the Corporation is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing
them or creating the relationship wherein it is so provided, their acts with
respect to voting shall have the following effect:
(1) If only one votes, his act binds all;
(2) If more than one vote, the act of the majority so voting binds all;
(3) If more than one vote, but the vote is evenly split on any particular
matter, each faction may vote the securities in question proportionally, or any
person voting the shares, or a beneficiary, if any, may apply to the Court of
Chancery or such other court as may have jurisdiction to appoint an additional
person to act with the persons so voting the shares, which shall then be voted
as determined by a majority of such persons and the person appointed by the
court. If the instrument so filed shows that any such tenancy is held in
unequal interests, a majority or even-split for the purpose of this subsection
shall be a majority or even-split in interest.
SECTION 1.09. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD. In
order to determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which shall not be more than sixty nor less
then ten days before the date of such meeting, nor more than sixty days prior
to any other action. If no record date is fixed by the Board of Directors, the
record date shall be determined in accordance with the provisions of the
General Corporation Law of the State of Delaware.
SECTION 1.10. LIST OF STOCKHOLDERS. The officer who has charge of the
stock ledger of the Corporation shall prepare and
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make, at least ten days before every meeting of the stockholders, a complete
list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder and the number
of shares registered in the name of each stockholder. Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held
(which place shall be specified in the notice of the meeting or, if not so
specified, at the place where said meeting is to be held), and the list shall
be produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who may be present. Upon the
willful neglect or refusal of the directors to produce such a list at any
meeting for the election of directors, they shall be ineligible for election to
any office at such meeting.
SECTION 1.11. STOCKHOLDER'S RIGHT OF INSPECTION. Stockholders of record,
in person or by attorney or other agent, shall have the right, upon written
demand under oath stating the purpose thereof, during the usual hours for
business to inspect or any proper purpose the Corporation's stock ledger, a
list of its stockholders, and its other books and records, and to make copies
or extracts therefrom. A proper purpose shall mean a purpose reasonably
related to such person's interest as a stockholder. In every instance where an
attorney or other agent shall be the person who seeks the right to inspection,
the demand under oath shall be accompanied by a power of attorney or such other
writing which authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the Corporation at its
registered office in this State or at its principal place of business.
The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by Section 1.10 or the
books of the Corporation, or to vote in person or by proxy at any meeting of
the stockholders.
SECTION 1.12. CONSENT IN LIEU OF MEETING. As provided in Article SIXTH of
the Certificate of Incorporation, any corporate action, with respect to which
the vote of the stockholders at a meeting thereof is required or permitted by
any provision of the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Corporation, or these By-Laws, may be taken
without that vote and meeting, and that vote and meeting may be dispensed with,
if that corporate action has been consented to in writing by the holders of a
majority (or, if with respect to a particular corporate action the General
Corporation Law of the State of Delaware, the Certificate of Incorporation of
the Corporation or these By-Laws specifies a greater percentage, by the holders
of that percentage) of the stock that would have been entitled to vote upon
that action if a meeting were held. Prompt
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notice shall be given to all stockholders of the taking of any corporate action
pursuant to the provisions of that paragraph unless that action has been
consented to in writing by the holders of all of the stock that would have been
entitled to vote upon that action if a meeting were held.
ARTICLE II
DIRECTORS
SECTION 2.01. MANAGEMENT OF BUSINESS. The business of the Corporation
shall be managed by its Board of Directors.
The Board of Directors, in addition to the powers and authority expressly
conferred upon it herein, by statute, by the Certificate of Incorporation of
the Corporation or otherwise, is hereby empowered to exercise all such powers
as may be exercised by the Corporation, except as expressly provided otherwise
by the statutes of the State of Delaware, by the Certificate of Incorporation
of the Corporation or by these By-Laws.
Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution or resolutions, may create and issue, whether or not
in connection with the issue and sale of any shares of stock or other
securities of the Corporation, rights or options entitling the holders thereof
to purchase from the Corporation any shares of its capital stock of any class
or classes or any other securities of the Corporation, such rights or options
to be evidenced by or in such instrument or instruments as shall be approved by
the Board of Directors. The terms upon which, including the time or times,
which may be limited or unlimited in duration, at or within which, and the
price or prices at which, any such rights or options may be issued and any such
shares or other securities may be purchased from the Corporation upon the
exercise of any such right or option shall be such as shall be fixed and stated
in the resolution or resolutions adopted by the Board of Directors providing
for the creation and issue of such right or options, and, in every case, set
forth or incorporated by reference in the instrument or instruments evidencing
such rights or options. In the absence of actual fraud in the transaction, the
judgment of the directors as to the consideration for the issuance of such
rights or options and the sufficiency thereof shall be conclusive. In case the
shares of stock of the Corporation to be issued upon the exercise of such
rights or options shall be shares having a par value, the price or prices so to
be received therefor shall not be less than the par value thereof. In case the
shares of stock so to be issued shall be shares of stock without par value, the
consideration therefor shall be determined in the manner provided in Section
153 of the General Corporation Law of the State of Delaware.
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SECTION 2.02. QUALIFICATIONS AND NUMBER OF DIRECTORS. Directors need not
be stockholders. The number of directors which shall constitute the whole
Board shall be thirteen, but this number may be increased and subsequently
again from time to time increased or decreased by an amendment to the By-Laws,
but in no case shall the number be less than three.
SECTION 2.03. ELECTION AND TERM. The directors shall be elected at the
annual meeting of the stockholders, and each director shall be elected to hold
office until his successor shall be elected and qualified, or until his earlier
resignation or removal.
SECTION 2.04. RESIGNATIONS. Any director of the Corporation may resign at
any time by giving written notice to the Corporation. Such resignation shall
take effect at the time specified therein, if any, or if no time is specified
therein, then upon receipt of such notice by the Corporation; and, unless
otherwise provided therein, the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 2.05. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Vacancies and
newly created directorships resulting from any increase in the authorized
number of directors may be filled by a majority of the directors then in
office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until their successors shall be elected
and qualified, or until their earlier resignation or removal. When one or more
directors shall resign from the Board, effective at a future date, a majority
of the directors then in office, including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to take effect
when such resignation or resignations shall become effective, and each director
so chosen shall hold office as herein provided in the filling of other
vacancies.
SECTION 2.06. QUORUM OF DIRECTORS. At all meetings of the Board of
Directors, a majority of the entire Board, but not less than two directors,
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as provided in Sections 2.05
and 2.12 hereof.
A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting of the directors to another time and place. Notice of any
adjournment need not be given if such time and place are announced at the
meeting.
SECTION 2.07. ANNUAL MEETING. The newly elected Board of Directors shall
meet immediately following the adjournment of the annual meeting of
stockholders in each year at the same place,
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within or without the State of Delaware, and no notice of such meeting shall be
necessary.
SECTION 2.08. REGULAR MEETINGS. Regular meetings of the Board of Directors
may be held at such time and place, within or without the State of Delaware, as
shall from time to time be fixed by the Board and no notice thereof shall be
necessary.
SECTION 2.09. SPECIAL MEETINGS. Special meetings may be called at any
time by the President, any Vice President, the Treasurer or the Secretary or by
resolution of the Board of Directors. Special meetings shall be held at such
place, within or without the State of Delaware, as shall be fixed by the person
or persons calling the meeting and stated in the notice or waiver of notice of
the meeting.
Special meetings of the Board of Directors shall be held upon notice to the
directors or waiver thereof.
Unless waived, notice of each special meeting of the directors, stating the
time and place of the meeting, shall be given to each director by delivered
letter, by telegram or by personal communication either over the telephone or
otherwise, in each such case not later than the tenth day prior to the meeting,
or by mailed letter deposited in the United States mail with postage thereon
prepaid not later than the fifteenth day prior to the meeting. Notices of
special meetings of the Board of Directors and waivers thereof need not state
the purpose or purposes of the meeting.
SECTION 2.10. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if all members of the Board of
committee, as the case may be, consent thereto in a writing or writings and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.
SECTION 2.11. COMPENSATION. Directors shall receive such fixed sums and
expenses of attendance for attendance at each meeting of the Board or of any
committee and/or such salary as may be determined from time to time by the
Board of Directors; provided that nothing herein contained shall be construed
to preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
SECTION 2.12. COMMITTEES. The Board of Directors may, by resolution or
resolutions, passed by a majority of the whole Board, designate such Committees
of the Board as it may deem proper, and may discontinue the same at any time.
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ARTICLE III
OFFICERS
SECTION 3.01. NUMBER. The officers of the Corporation shall be chosen by
the Board of Directors. The officers shall be a President, a Secretary and a
Treasurer, and such number of Vice Presidents, Assistant Secretaries and
Assistant Treasurers, and such other officers, if any, as the Board may from
time to time determine. The Board may choose such other agents as it shall
deem necessary. Any number of offices may be held by the same person.
SECTION 3.02. TERMS OF OFFICE. Subject to the provisions of any employment
agreement and the Stockholders Agreement, each officer shall hold his office
until his successor is chosen and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation.
SECTION 3.03. REMOVAL. Subject to the terms of any employment agreement
and the Stockholders Agreement, any officer may be removed from office at any
time by the Board of Directors with or without cause.
SECTION 3.04. AUTHORITY. The Secretary shall record all of the proceedings
of the meetings of the stockholders and directors in a book to be kept for that
purpose, and shall have the authority, perform the duties and exercise the
powers in the management of the Corporation usually incident to the office held
by him, and/or such other authority, duties and powers as may be assigned to
him from time to time by the Board of Directors or the President. The other
officers, and agents, if any, shall have the authority, perform the duties and
exercise the powers in the management of the Corporation usually incident to
the offices held by them, respectively, and/or such other authority, duties and
powers as may be assigned to them from time to time by the Board of Directors
or (except in the case of the President) by the President.
SECTION 3.05. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of
attorney, proxies, waivers of notice of meeting, consents and other instruments
relating to securities owned by the Corporation may be executed in the name of
and on behalf of the Corporation by the President or any Vice President and any
such officer may, in the name of and on behalf of the Corporation, take all
such action as any such officer may deem advisable to vote in person or by
proxy at any meeting of security holders of any corporation in which the
Corporation may own securities and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have
exercised and possessed if present. The Board of Directors
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may, by resolution, from time to time confer like powers upon any other person
or persons.
ARTICLE IV
CAPITAL STOCK
SECTION 4.01. STOCK CERTIFICATES. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman or Vice-Chairman of the Board of Directors, or the
President or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, of the Corporation, certifying the
number of shares owned by him in the Corporation. Where such certificate is
signed (1) by a transfer agent other than the Corporation or its employee, or
(2) by a registrar other than the Corporation or its employee, the signatures
of the officers of the Corporation may be facsimiles. In case any officer who
has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer at
the date of issue.
SECTION 4.02. TRANSFERS. Stock of the Corporation shall be transferable in
the manner prescribed by the laws of the State of Delaware.
SECTION 4.03. REGISTERED HOLDERS. Prior to due presentment for
registration of transfer of any security of the Corporation in registered form,
the Corporation shall treat the registered owner as the person exclusively
entitled to vote, to receive notifications and to otherwise exercise all the
rights and powers of an owner, and shall not be bound to recognize any
equitable or other claim to, or interest in, any security, whether or not the
Corporation shall have notice thereof, except as otherwise provided by the laws
of the State of Delaware.
SECTION 4.04. NEW CERTIFICATES. The Corporation shall issue a new
certificate of stock in the place of any certificate theretofore issued by it,
alleged to have been lost, stolen or destroyed, if the owner: (1) so requests
before the Corporation has notice that the shares of stock represented by that
certificate have been acquired by a bona fide purchaser; (2) files with the
Corporation a bond sufficient (in the judgment of the directors) to indemnify
the Corporation against any claim that may be made against it on account of the
alleged loss or theft of that certificate or the issuance of a new certificate;
and (3) satisfies any other requirements imposed by the directors that are
reasonable under the circumstances. A new certificate may be issued without
requiring any bond when, in the judgment of the directors, it is proper so to
do.
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ARTICLE V
INDEMNIFICATION
SECTION 5.01. The Corporation shall indemnify its officers, directors,
employees and agents to the fullest extent permitted by the General Corporation
Law of Delaware.
ARTICLE VI
MISCELLANEOUS
SECTION 6.01. OFFICES. The registered office of the Corporation in the
State of Delaware shall be at Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801. The Corporation may also have offices at other
places within and/or without the State of Delaware.
SECTION 6.02. SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its incorporation and the words "Corporate
Seal Delaware".
SECTION 6.03. CHECKS. All checks or demands for money shall be signed by
such person or persons as the Board of Directors may from time to time
determine.
SECTION 6.04. FISCAL YEAR. The fiscal year shall begin the first day of
January in each year and shall end on the thirty-first day of December of such
year.
SECTION 6.05. WAIVERS OF NOTICE; DISPENSING WITH NOTICE. Whenever any
notice whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation
of the Corporation, or of these By-Laws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.
Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
Whenever any notice whatever is required to be given
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under the provisions of the General Corporation Law of the State of Delaware,
of the Certificate of Incorporation of the Corporation, or of these By-Laws, to
any person with whom communication is made unlawful by any law of the United
States of America, or by any rule, regulation, proclamation or executive order
issued under any such law, then the giving of such notice to such person shall
not be required and there shall be no duty to apply to any governmental
authority or agency for a license or permit to give such notice to such person;
and any action or meeting which shall be taken or held without notice to any
such person or without giving or without applying for a license or permit to
give any such notice to any such person with whom communication is made
unlawful as aforesaid, shall have the same force and effect as if such notice
had been given as provided under the provisions of the General Corporation Law
of the State of Delaware, or under the provisions of the Certificate of
Incorporation of the Corporation or of these By-Laws. In the event that the
action taken by the Corporation is such as to require the filing of a
certificate under any of the other sections of this title, the certificate
shall state, if such is the fact and if notice is required, that notice was
given to all persons entitled to receive notice except such persons with whom
communication is unlawful.
SECTION 6.06. LOANS TO AND GUARANTEES OF OBLIGATIONS OF EMPLOYEES AND
OFFICERS. The Corporation may lend money to or guaranty any obligation of, or
otherwise assist any officer or other employee of the Corporation or of a
subsidiary, including any officer or employee who is a director of the
Corporation or a subsidiary, whenever, in the judgment of the Board of
Directors, such loan, guaranty or assistance may reasonably be expected to
benefit the Corporation. The loan, guaranty or other assistance may be with or
without interest, and may be unsecured, or secured in such manner as the Board
of Directors shall approve, including, without limitation, a pledge of shares
of stock of the Corporation. Nothing in this Section contained shall be deemed
to deny, limit or restrict the powers of guaranty or warranty of the
Corporation at common law or under any other statute.
SECTION 6.07. AMENDMENT OF BY-LAWS. These By-Laws may be altered, amended
or repealed at any meeting of the Board of Directors.
SECTION 6.08. SECTION HEADINGS AND STATUTORY REFERENCES. The headings of
the Articles and Sections of these By-Laws, have been inserted for convenience
of reference only and shall not be deemed to be a part of these By-Laws.
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