EXHIBIT 3.41
WESTLAKE OLEFINS CORPORATION
BY-LAWS
ARTICLE I.
Meetings of Stockholders
Section 1. The annual meeting of stockholders shall be held at such
date and time and at such place as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting, for the purposes of
electing directors and of transacting such other business as may properly come
before the meeting.
Section 2. Special meetings of the stockholders may be called at any
time by the Board of Directors, the Chairman of the Board, or the President.
Upon written request of any person or persons who have duly called a special
meeting, it shall be the duty of the Secretary of the Corporation to mail
written notice of such meeting to the stockholders as provided in Section 4 of
this Article I within five business days after receipt of the request and to
give due notice thereof. If the Secretary shall neglect or refuse to fix the
date of the meeting and give notice thereof, the person or persons calling the
meeting may do so.
Section 3. Every annual or special meeting of the stockholders shall be
held at such place within or without the State of Delaware as the Board of
Directors may designate, or, in the absence of such designation, at the
registered office of the Corporation in the State of Delaware.
Section 4. Written notice of every meeting of the stockholders shall be
given by the Secretary of the Corporation to each stockholder of record entitled
to vote at the meeting, by placing such notice in the mail at least ten days,
but not more than sixty days, prior to the day named for the meeting addressed
to each stockholder at his address appearing on the books of the Corporation or
supplied by him to the Corporation for the purpose of notice.
Section 5. The Board of Directors may fix a date, not less than ten nor
more than sixty days preceding the date of any meeting of stockholders, as a
record date for the determination of stockholders entitled to notice of, or to
vote at, any such meeting. The Board of Directors shall not close the books of
the Corporation against transfers of shares during the whole or any part of such
period.
Section 6. The notice of every meeting of the stockholders may be
accompanied by a form of proxy approved by the Board of Directors in favor of
such person or persons as the Board of Directors may select.
Section 7. Each stockholder shall be entitled, at every meeting of the
stockholders, to one vote in person or by proxy for each share of the capital
stock having voting power held by such stockholder, but no proxy shall be voted
after three years from its date, unless the proxy provides for a longer period.
Section 8. Except as otherwise provided by law or by the Certificate of
Incorporation of the Corporation, as from time to time amended, the presence in
person or by proxy of the holders of a majority of the outstanding shares of
stock of the Corporation entitled to vote thereat shall constitute a quorum at
each meeting of the stockholders and all questions shall be decided by vote of
the majority of the shares so represented in person or by proxy at the meeting
and entitled to vote thereat. The stockholders present at any duly called
meeting may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum.
Section 9. The holders of a majority of the shares of stock of the
Corporation entitled to vote at any meeting, present in person or represented by
proxy, whether a quorum is present or not, shall have the power to adjourn the
meeting from time to time, without notice other than
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announcement at the meeting, until a quorum shall be present or represented. At
any such adjourned meeting at which a quorum shall be present, any, action may
be taken that could have been taken at the meeting originally called; provided,
that if the adjournment is for more than thirty days, or if 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 adjourned meeting.
Section 10. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of 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 the meeting is to be held. The list shall also 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 is present.
ARTICLE II.
Board of Directors
Section 1. The business, affairs and property of the corporation shall
be managed by or under the direction of the Board of Directors. The number of
directors shall be not less than one nor more than fifteen and shall be as fixed
in such manner as may be determined by the vote of not less than a majority of
the directors then in office. Each director shall hold office until the annual
meeting of stockholders next succeeding his election, and until his successor is
duly
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elected and shall qualify, or until his earlier death, resignation or removal. A
director need not be a resident of the State of Delaware or a stockholder of the
Corporation.
Section 2. Any vacancy in the Board of Directors, including vacancies
resulting from an increase in the number of directors, shall be filled by a
majority of the remaining members of the Board though less than a quorum. Any
director elected to fill a vacancy shall hold office until the annual meeting of
stockholders next succeeding his election, and until his successor has been duly
elected and qualified, or until his earlier death, resignation or removal.
Section 3. Any director may resign at any time by written notice to the
Corporation. Any such resignation shall take effect at the date of receipt of
such notice or at any later time specified therein, and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 4. Regular meetings of the Board of Directors shall be held at
such place or places within or without the State of Delaware, at such hour and
on such day as may be fixed by resolution of the Board of Directors, without
further notice of such meetings. The tine or place of holding regular meetings
of the Board of Directors may be changed by the Chairman of the Board by giving
written notice thereof as provided in Section 6 of this Article II.
Section 5. Special meetings of the Board of Directors shall be held,
whenever called by the Chairman of the Board or the President, by a majority of
the directors or by resolution adopted by the Board of Directors, at such place
or places within or without the State of Delaware as may be stated in the notice
of the meeting.
Section 6. Written notice of the time and place of, and general nature
of the business to be transacted at, all special meetings of the Board of
Directors, and written notice of any change in the time or place of holding the
regular meetings of the Board of Directors, shall be
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given to each director either personally or by mail or telegraph at least one
day before the day of the meeting; provided, however, that notice of any meeting
need not be given to any director if waived by him in writing before or after
such meeting, or if he shall be present at such meeting except when the director
attends for the express purpose of objecting [at the beginning of the meeting)
to the transaction of any business on the grounds that the meeting is not
lawfully called or convened.
Section 7. A majority of the directors in office shall constitute a
quorum of the Board of Directors for the transaction of business; but a lesser
number may adjourn from day to day until a quorum is present. Except as
otherwise provided by law or in these By-Laws, all questions shall be decided by
the vote of a majority of the directors present. Directors may participate in
any meeting of the directors, and members of any committee of directors may
participate in any meeting of such committee, by conference telephone or similar
communications equipment by means of which all persons participating in such
meeting can hear each other, and such participation shall constitute presence in
person at any such meeting.
Section 8. Any action which may be taken at a meeting of the directors
or members of any committee of directors may be taken without a meeting if a
consent in writing setting forth the action so taken shall be signed by all of
the directors or members of any committee of directors as the case may be and
shall be filed with the Secretary of the Corporation. Such writing, which may be
in counterparts, shall be manually executed if practicable; provided, however,
that if circumstances so require, effect shall be given to written consent
transmitted by telegraph, telex, telecopy or similar means of visual data
transmission.
Section 9. Directors shall be entitled to such compensation for their
services as may be approved by the Board of Directors, including, if so approved
by resolution of the Board of
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Directors, a fixed sum and expenses of attendance, if any, for attendance at
each regular or special meeting of the Board of Directors or any meeting of a
committee of directors. No provision of these By-Laws shall be construed to
preclude any director from serving the Corporation in any other capacity and
receiving compensation therefor.
ARTICLE III.
Committees of Directors
Section 1. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate one or more standing or special
committees, including, as they shall so determine, an Executive Committee. The
Executive Committee, if one is designated, shall consist of one or more of the
directors of the Corporation. Any other committee designated by the Board of
Directors shall consist of one or more of the directors of the Corporation. The
Executive committee, during intervals between meetings of the Board, shall have
and exercise all the powers and authority of the Board of Directors in the
management of the business of the corporation, except as otherwise limited by
statutes, the Certificate of Incorporation or these By-Laws. Any other committee
designated by the Board of Directors shall have and may, except as otherwise
limited by statute, the Certificate of Incorporation or these By-Laws, exercise
such powers and authority of the Board of Directors in the management of the
business of the Corporation as may be provided in the resolution adopted by the
Board of Directors designating such committee. The Board of Directors may
designate one or more directors as alternate members of any committee. In the
absence or on the disqualification of any member of such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Such
committee or committees shall have such name
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or names and such limitations of authority as may be determined from time to
time by resolution adopted by the Board of Directors.
Section 2. Each committee of directors shall keep regular minutes of
its proceedings and report the same to the Board of Directors when required.
Section 3. Members of special or standing committees shall be entitled
to receive such compensation for serving on such committees as the Board of
Directors shall determine.
ARTICLE IV.
Officers
Section 1. The officers of the Corporation shall consist of a Chairman
of the Board, President, Secretary, Treasurer and such Executive, Senior or
other Vice Presidents and other officers as may be elected or appointed by the
Board of Directors. Any number of offices may be held by the same person. All
officers shall hold office until their successors are elected or appointed,
except that the Board of Directors may remove any officer at any time at its
discretion.
Section 2. The officers of the Corporation shall have such powers and
duties as generally pertain to their offices, except as diminished or enlarged
from time to time by action of the Board of Directors. The Chairman of the
Board, or, in his absence, the President shall preside at all meetings of the
Board and of the stockholders, and in their absence a presiding officer shall be
appointed by action of a majority of the directors or stockholders, as the case
may be.
ARTICLE V.
Seal
The seal of the Corporation shall be in such form as the Board of
Directors shall prescribe.
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ARTICLE VI.
Certificates of Stock
The shares of stock of the Corporation shall be represented by
certificates of stock, signed by the Chairman of the Board, the President or
such Vice President or other officer designated by the Board of Directors,
countersigned by the Treasurer or the Secretary or any Assistant Secretary and
if such certificates of stock are signed or countersigned by a transfer agent
other than the Corporation, or by a registrar other than the Corporation, such
signature of the President, Vice President, or other officer, such
countersignature of the Treasurer or Secretary, and the seal, or any of them,
may be executed in facsimile, engraved or printed. In case any officer who has
signed or whose facsimile signature has been placed upon any share certificate
shall have ceased to be such officer before the certificate is issued, it may be
issued by the Corporation with the same effect as if the officer had not ceased
to be such at the date of its issue. The certificates of stock shall be in such
form as the Board of Directors may from time to time prescribe.
ARTICLE VII.
Amendments
These By-Laws may be altered, added to or repealed by the stockholders
at any annual or special meeting, by at least a majority of the votes that all
stockholders are entitled to cast, and the power to make, alter or repeal these
By-Laws is also vested in the Board of Directors, acting by a majority vote of
the members of the Board of Directors in office (subject always to the power of
the stockholders to change such action).
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