EXHIBIT 3.5
WESTLAKE CHEMICAL CORPORATION
BYLAWS
ARTICLE I
OFFICES
Section 1.1. Registered Office and Agent. The initial
registered office shall be The Corporation Trust company, in the City of
Wilmington, County of New Castle, State of Delaware 19801, and the name of the
initial registered agent of the Corporation at such address shall be A. Dana
Atwell.
Section 1.2. Offices. The Corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.1. Annual Meetings. Annual meetings of stockholders
shall be held at such date, time and place, either within or without the State
of Delaware, as may be designated from time to time by the Board of Directors
and stated in the notice of the meeting, for the purpose of electing a Board of
Directors and transacting such other business as may properly be brought before
the meeting.
Section 2.2. Special Meetings. Unless otherwise provided by
statute or by the Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation"), special meetings of the stockholders, for any
purpose or purposes, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued, outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 2.3. Notice of Meetings. Whenever stockholders are
required or permitted to take action at a meeting, a written notice of the
meeting shall be given, which notice 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. Unless otherwise provided by law, the written
notice of any meeting shall be given not less than ten nor more than sixty days
before the date of the meeting, to each stockholder entitled to vote at such
meeting.
Section 2.4. Quorum. Except as otherwise provided by law, the
Certificate of Incorporation or these Bylaws, 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 a 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 organized meeting may continue to do business
until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.
Section 2.5. Adjournments. Notwithstanding any other
provisions of the Certificate of Incorporation or these Bylaws, 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 or not a quorum is
present, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At any such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted that might have been transacted
at the meeting originally called; provided, however, 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 2.6. Voting; Proxies. Unless otherwise provided in the
Certificate of Incorporation, each stockholder shall at every meeting of the
stockholders be entitled 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 on after three years from its date, unless the proxy provides for a
longer period. Each proxy shall be revocable unless expressly provided therein
to be irrevocable or unless otherwise made irrevocable by law.
Section 2.7. Action by Consent of Stockholders. Unless
otherwise provided in the Certificate of Incorporation, any action required to
be taken at any annual or special meeting of stockholders of the corporation, or
any action that may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall (i) be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voted and
(ii) be filed with the minutes of proceedings of the stockholders. Such
writing(s) shall be manually executed if practicable, but if circumstances so
require, effect shall be given to written consent transmitted by telegraph,
telex, telecopy or similar means of visual data transmission. Such writing(s)
shall include the date of each stockholder's execution thereof.
Section 2.8. List of Stockholders Entitled to Vote. 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
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 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.
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Section 2.9. Fixing Record Date. In order that the Corporation
may 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 than ten
days before the date of such meeting or other action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1. Number; Qualifications. The number of directors
shall be as fixed in such a manner as may be determined by the vote of not less
than a majority of the directors then in office, but shall not be less than one.
The directors shall be elected at the annual meeting of the stockholders, except
as provided in Section 3.2 of this Article III, and each director elected shall
hold office until his successor is elected and qualified or until his earlier
death, resignation or removal. A director need not be a stockholder of the
Corporation. A majority of the directors may elect from its members a chairman.
The chairman, if any, shall hold this office until his successor shall have been
elected and qualified.
Section 3.2. Vacancies. Any vacancy in the Board of Directors,
including vacancies resulting from any increase in the authorized number of
directors, may be filled by a majority of the remaining directors then in
office, though less than a quorum, or by a sole remaining director, and the
directors so chosen shall hold office until the next annual meeting of
stockholders and their successors are duly elected and qualified, or until their
earlier death, resignation or removal.
Section 3.3. Powers. The business, affairs and property of the
Corporation shall be managed by or under the direction of the Board of
Directors, which may exercise all such powers of the Corporation and do all such
lawful acts and things as are not, by statute, the Certificate of Incorporation
or these Bylaws, directed or required to be exercised or done by the
stockholders.
Section 3.4. Resignations. 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 3.5. Regular Meetings. 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 time or place
of holding regular meetings of the Board of Directors may be changed by the
President by giving written notice thereof as provided in Section 3.7 of this
Article III.
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Section 3.6. Special Meetings. Special meetings of the Board
of Directors may be held whenever called by (i) the Chairman of the Board; (ii)
the President; (iii) the President or Secretary on the written request of a
majority of the Board of Directors; or (iv) resolution adopted by the Board of
Directors. Special meetings may be held within or without the State of Delaware
as may be stated in the notice of the meeting.
Section 3.7. Notice of Meetings. Written notice of the time,
place 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, must be
given to each director at least one day prior to 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, or if he shall be present at such meeting, except
when the director attends the meeting 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 3.8. Quorum; Vote Required for Action. At all meetings
of the Board of Directors, a majority of directors then in office shall
constitute a quorum for the transaction of business and, except as otherwise
provided by law or these Bylaws, 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; but a lesser number may adjourn the meeting from day to day, without
notice other than announcement at the meeting, until a quorum shall be 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
means of 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 such meeting.
Section 3.9. Action by Consent of Directors. Any action
required or permitted to be taken at any meeting of the Board of Directors may
be taken without a meeting, if all members of the board consent thereto in
writing, which may be in counterparts, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors. Such writing(s) shall
be manually executed if practicable, but if circumstances so require, effect
shall be given to written consent transmitted by telegraph, telex, telecopy or
similar means of visual data transmission.
Section 3.10. Telephonic Meetings Permitted. Members of the
Board of Directors, or any committee designated by the board, may participate in
a meeting of such board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Bylaw shall constitute presence in person at such meeting.
Section 3.11. Compensation. 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 Directors, a
fixed sum and expenses of attendance at each regular or special meeting or any
committee thereof. No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
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Section 3.12. Removal. Any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
shares entitled to vote at an election of directors. The notice calling such
meeting shall state the intention to act upon such matter, and, if the notice so
provides, the vacancy or vacancies caused by such removal may be filled at such
meeting by a vote of the majority of the shares entitled to vote at an election
of directors.
Section 3.13. Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the directors of the
Corporation. The Board may designate one or more directors as alternate members
of any committee. The alternate members of any committee may replace any absent
or disqualified member at any meeting of the committee. Any such committee, to
the extent provided in a resolution of the Board of Directors, shall have and
may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers that may require it; but no
such committee shall have such power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or revocation of a dissolution, or
amending the Bylaws of the Corporation; and, unless the resolution or the
Certificate of Incorporation expressly so provide, no committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock.
Such committee or committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors. Each
committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required. 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
NOTICES
Section 4.1. Notices. Whenever, by statute, the Certificate of
Incorporation or these Bylaws, notice is required to be given to any director or
stockholder, such notice must be in writing and may be given in person, in
writing or by mail, telegram, telecopy or other similar means of visual
communication, addressed to such director or stockholder, at his address as it
appears on the records of the Corporation, with postage or other transmittal
charges thereon prepaid. Such notice shall be deemed to be given (i) if by mail,
at the time when the same shall be deposited in the United States mail and (ii)
otherwise, when such notice is transmitted.
Section 4.2. Waiver of Notice. Whenever any notice is required
to be given under the provisions of the Certificate of Incorporation or of these
Bylaws, 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.
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ARTICLE V
OFFICERS
Section 5.1. Election; Qualifications; Term of Office;
Resignation; Removal; Vacancies. The officers of the Corporation shall be
elected or appointed by the Board of Directors and may include, at the
discretion of the Board, a Chairman of the Board, a President, a Secretary, a
Treasurer and such Executive, Senior or other Vice Presidents and other officers
as may be determined by the Board of Directors. Any number of offices may be
held by the same person. The officers of the Corporation shall hold office until
their successors are chosen and qualified, except that any officer may resign at
any time by written notice to the Corporation and the Board of Directors may
remove any officer at any time at its discretion with or without cause. Any
vacancies occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term by the
Board of Directors at any regular or special meeting.
Section 5.2. Powers and Duties. The officers of the
Corporation shall have such powers and duties as generally pertain to their
offices, except as modified herein or by the Board of Directors, as well as such
powers and duties as shall be determined from time to time by the Board of
Directors. The Chairman of the Board, if one is elected, and otherwise the
President, shall preside at all meetings of the Board. The President shall
preside at all meetings of the stockholders.
ARTICLE VI
STOCK
Section 6.1. Certificates. Every holder of stock in the
Corporation shall be entitled to have a certificate, signed by (i) the Chairman
or Vice-Chairman of the Board of Directors, or the President or a Vice President
and (ii) 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. If the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class, the powers,
designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and rights shall be set forth in
full or summarized on the face or back of the certificate that the Corporation
shall issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of the State of
Delaware, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate that the Corporation shall issue to represent
such class or series of stock, a statement that the Corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and rights.
Section 6.2. Certificates Issued for Partly Paid Shares.
Certificates may be issued for partly paid shares and in such case upon the face
or back of the certificates issued to represent any such partly paid shares the
total amount of the consideration to be paid therefor, and the amount paid
thereon shall be specified.
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Section 6.3. Facsimile Signatures. Any or all of the
signatures on the certificate may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.
Section 6.4. Lost, Stolen or Destroyed Stock Certificates;
Issuance of New Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
Section 6.5. Transfer of Stock. Subject to applicable federal
and state securities laws and contractual obligations, upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for shares
duly endorsed, and, if required by counsel to the Corporation, accompanied by
proper evidence of succession, assignment or authority to transfer, it shall be
the duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate, and record the transaction upon its books.
ARTICLE VII
GENERAL PROVISIONS
Section 7.1. Dividends. Subject to the provisions of the
Certificate of Incorporation, dividends upon the capital stock of the
Corporation, if any, may be declared by the Board of Directors at any regular or
special meeting, pursuant to law. Dividends may be paid in cash, in property, or
in shares of the capital stock, subject to the provisions of the Certificate of
Incorporation. Before payment of any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall think conducive to the interests of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 7.2. Fiscal Year. The fiscal year of the Corporation
shall be fixed by resolution of the Board of Directors.
Section 7.3. Seal. The seal of the Corporation shall be in
such form as the Board of Directors shall prescribe.
Section 7.4. Amendments. These Bylaws may be altered, amended
or repealed or new Bylaws may be adopted by the stockholders or by the Board of
Directors, when such
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power is conferred upon the Board of Directors by the Certificate of
Incorporation (i) at any regular meeting of the stockholders or of the Board of
Directors (ii) or at any special meeting of the stockholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
Bylaws shall be contained in the notice of such special meeting. If the power to
adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the
Certificate of Incorporation, it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall be authorized to indemnify any person
entitled to indemnity under law to the full extent permitted by law.
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