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UNION TEXAS PRODUCTS CORPORATION
BYLAWS
(ADOPTED MAY 18, 1993)
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. 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 1. All meetings of the stockholders for the election of
directors shall be held in the City of HOUSTON, State of TEXAS, at such place
as may be fixed from time to time by the board of directors or at such other
place either within or without the State of Texas as shall be designated from
time to time by the board of directors and stated in the notice of the meeting.
Meetings of the stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof.
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Section 2. Annual meetings of stockholders shall be held on the third
Tuesday of May if not a legal holiday, and if a legal holiday, then on the next
secular day following, at 3:30 p.m., at which they shall elect by a plurality
vote a board of directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Subject to the provisions of Article IV, written notice of
the annual meeting stating the place, date and hour of the meeting shall be
given to each stockholder entitled to vote thereat at least ten days before the
date of the meeting.
Section 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, 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 and outstanding
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 5. Written notice of a special meeting of stockholders
stating the time, place and object thereof shall be given to each stockholder
entitled to vote thereat at least ten days before the date fixed for the
meeting.
Section 6. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice and whatever business the
stockholders mutually agree to consider.
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Section 7. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have 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 such
adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 8. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or
of the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 9. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person on 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.
Section 10. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken for or in connection with any
corporate action by any provisions of the statutes or of the certificate of
incorporation, the meeting and vote of stockholders may be
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dispensed with if all the stockholders who would have been entitled to vote
upon the action if such meeting were held shall consent in writing to such
corporate action being taken.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be not less than three nor more than ten. Within the limits above
specified, the number of directors shall be determined by resolution of the
board of directors or by the stockholders at the annual meeting. The directors
shall be elected at the annual meeting of the stockholders, except as provided
in Section 2 of this Article, and each director elected shall hold office until
his successor is elected and qualifies. Directors need not be stockholders.
Section 2. 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, and the directors
so chosen shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.
Section 3. The business of the Corporation shall be managed under the
direction of its 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 or by
the certificate of incorporation or by these bylaws directed or required to be
exercised or done by the stockholders.
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MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting to the newly
elected directors shall be necessary in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of
the stockholders to fix the time or place of such first meeting of the newly
elected board of directors, or in the event such meeting is not held at the
time and place so fixed by stockholders, the meeting may be held at such time
and place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board or stockholders.
Section 7. Special meetings of the board may be held at any time upon
the call of the President, any Vice President, or the Secretary by oral,
telegraphic or written notice, duly served on or sent or mailed to each
director not less than two days before such meeting.
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Section 8. At all meetings of the board 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 may be otherwise specifically provided
by statute or by the certificate of incorporation. If a quorum shall not be
present at any meeting of the board of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these bylaws, 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 and the writing or writings are
filed with the minutes of proceedings of the board.
RESIGNATIONS
Section 10. Any director or officer of the Corporation may resign at
any time by giving written notice to the President or to the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein;
and unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
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ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given orally or by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or 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.
ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall be chosen by the
board of directors and shall be a president, a vice president, a secretary, a
controller and a treasurer. The board of directors may also choose additional
vice presidents, and one or more assistant secretaries and assistant treasurers
or other officers as deemed necessary. Two or more offices may be held by the
same person.
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Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more vice
presidents, a secretary and a treasurer, none of whom need to be a member of
the board.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the Corporation
may be fixed by the board of directors.
Section 5. The officers of the Corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by
the board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise shall be filled by the
board of directors.
PRESIDENT
Section 6. The President shall perform such duties as from time to
time shall be assigned to him by the board of directors. He shall also be the
chief operating officer of the Corporation and shall generally supervise and
direct the business and affairs of the Corporation. He may execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
Corporation, and any and all other contracts or obligations of the Corporation.
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THE VICE PRESIDENTS
Section 7. The vice presidents in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe. They may execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
Corporation, and any and all other contracts or obligations of the Corporation.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 8. The Secretary or other person acting in that capacity
shall attend all meetings of the board of directors and all meetings of the
stockholders and record all the proceedings of the meetings of the Corporation
and of the board of directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. He shall give,
or cause to be given, notice of all meetings of the stockholders and special
meetings of the board of directors, and shall perform such other duties as may
be prescribed by the board of directors, or the President, under whose
supervision he shall be. He shall keep in safe custody the seal of the
Corporation, affix the same to any instrument requiring it and, when so
affixed, such instrument may be attested by his signature or by the signature
of the Treasurer or an assistant secretary.
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Section 9. The Assistant Secretaries in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary. They shall perform such other duties and have such other powers as
the board of directors may from time to time prescribe.
THE TREASURER, THE CONTROLLER AND ASSISTANT TREASURERS
Section 10. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the board of
directors.
Section 11. He shall disburse the funds of the Corporation to be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the President and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.
Section 12. If required by the board of directors, he shall give the
Corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board of directors
for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in his possession or under his control belonging to
the Corporation.
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Section 13. The Controller and the Assistant Treasurers in the order
of their seniority, unless otherwise determined by the board of directors,
shall, in the absence or disability of the Treasurer, perform the duties and
exercise the powers of the Treasurer. They shall perform such other duties and
have such other powers as the board of directors may from time to time
prescribe.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. 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
President or the Vice President, 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, the designations, preferences
and relative, participating, optional or other special rights of each class and
the qualifications, limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face or back of the
certificate which the Corporation shall issue to represent such class of stock.
LOST CERTIFICATES
Section 2. 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 or destroyed,
upon the making of an affidavit of that fact by the person claiming the
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certificate of stock to be lost 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 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 claims
that may be made against the Corporation with respect to the certificate
alleged to have been lost or destroyed.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the Corporation,
subject to the provisions of the certificate of incorporation, 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.
Section 2. 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 interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
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CHECKS
Section 3. The persons from time to time holding the position of
President, Vice President, Secretary, Treasurer or Controller, of the
Corporation, acting by written instrument signed by any two of them are hereby
authorized: (1) to open or close any bank account of the Corporation including
Operating Company accounts; (2) to designate the use of any such account; (3)
to grant authority to any person or combination of persons to sign checks, by
manual or facsimile signature, or issue instructions for the withdrawal of
funds from any account maintained by the Corporation; (4) to revoke the
authority of any person or persons to sign checks or to issue instructions; (5)
to establish a maximum amount as to which any person or combination of persons
shall be authorized to sign checks or issue instructions; and (6) to take all
such further actions, and to execute and deliver all such further instruments
and documents, in the name and on behalf of the Corporation, as in their
judgment shall be necessary, proper or advisable.
FISCAL YEAR
Section 4. The fiscal year of the Corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 5. The corporate seal shall have inscribed thereon the name
of the Corporation and words "Corporate Seal, Delaware." The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or reproduced
or otherwise.
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ARTICLE VIII
INDEMNIFICATION
Section 1.(a) The Corporation shall indemnify, in the manner and to
the full extent authorized by law (as now in effect or later amended), any
person who was or is a witness in or a party to, or who is threatened to be
made a party to, any action, suit or proceedings, whether criminal, civil,
administrative or investigative, by reason, in whole or in part, of the fact
that he is or was a director or officer of the Corporation or any predecessor
of the Corporation or serves or served in any other corporation or enterprise
as director, officer, employee or agent at the request of the Corporation or
any predecessor of the Corporation.
(b) Without limitation of subsection (a) above, the Corporation
shall indemnify any person who was or is a witness, a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation or any predecessor of the
Corporation) by reason of the fact that such person is or was, at any time
prior to or during which this Article VIII is in effect, a director or officer
of the Corporation or any predecessor of the Corporation, or is or was, at any
time prior to or during which this Article VIII is in effect, serving at the
request of the Corporation or any predecessor of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan against reasonable expenses
(including attorneys' fees), judgments, fines, penalties, amounts paid in
settlement and other liabilities actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation or any predecessor of the Corporation,
and, with respect to any
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criminal action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that such person did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Corporation or any predecessor of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(c) Without limitation of subsection (a) above, the Corporation
shall indemnify any person who was or is a witness, a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation or any predecessor of the Corporation to procure a
judgment in its favor by reason of the fact that such person is or was, at any
time prior to or during which this Article VIII is in effect, a director or
officer of the Corporation or any predecessor of the Corporation, or is or was,
at any time prior to or during which this Article VIII is in effect, serving at
the request of the Corporation or any predecessor of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against reasonable expenses (including
attorneys' fees) and amounts paid in settlement, actually and reasonably
incurred by such person in connection with the defense or settlement of such
action or suit if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to the amounts paid in settlement, the settlement is determined to
be in the best interests of the Corporation; provided, that no indemnification
shall be made under this subsection (c) in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Delaware Court of Chancery,
or other court of appropriate jurisdiction, shall determine upon
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application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity of such expenses which the Delaware Court of Chancery, or other court
of appropriate jurisdiction, shall deem proper.
(d) Any indemnification under subsections (b) or (c) (unless
ordered by the Delaware Court of Chancery or other court of appropriate
jurisdiction) shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of such person is
proper in the circumstances because he has met the applicable standard of
conduct set forth in subsections (b) and (c). Such determination shall be made
(1) by the board of directors by a majority vote of a quorum consisting of
directors not parties to such action, suit or proceeding; or (2) if such a
quorum is not obtainable, or, even if obtainable a quorum of disinterested
directors so directs, by independent legal counsel, selected by the board of
directors; or (3) by the stockholders. In the event a determination is made
under this subsection (d) that the director or officer has met the applicable
standard of conduct as to some matters but not as to others, amounts to be
indemnified may be reasonably prorated.
(e) In addition to and without limitation of subsections (b) or
(c) above, expenses incurred by a person who is or was a director or officer of
the Corporation, in appearing at, participating in or defending any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, shall be paid by the Corporation at reasonable
intervals in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation as authorized by this Article
VII.
(f) If a claim under this Article VIII is not paid in full by the
Corporation within ninety days after a written claim has been received by the
Corporation, the claimant may at any
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time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law
for the Corporation to indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its board of directors, independent legal
counsel or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the Delaware General Corporation Law, nor an actual determination
by the Corporation (including its board of directors, independent legal counsel
or its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
(g) It is the intention of the Corporation to indemnify the
persons referred to in this Article VIII to the fullest extent permitted by law
(as now in effect or later amended) and with respect to any action, suit or
proceeding arising from events which occur at any time prior to or during which
this Article VIII is in effect. The indemnification and advancement of
expenses provided by this Article VIII shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be or become entitled under any law, the certificate of incorporation,
agreement, vote of stockholders or disinterested directors or otherwise, or
under any policy or policies of insurance purchased and maintained by the
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Corporation on behalf of any such person, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall inure to the benefit of his or her heirs, legal representatives and
assigns. The provisions of this Article VIII are contract rights which (i) are
for the benefit of, and may be enforced by, each director or officer of the
Corporation the same as if set forth in their entirety in a written instrument
duly executed and delivered by the Corporation and each such director or
officer and (ii) constitute a continuing offer to all present and future
directors or officers of the Corporation. The Corporation, by its adoption of
these bylaws, (i) acknowledges and agrees that each present and future director
or officer of the Corporation has relied upon and will continue to rely upon
the provisions of this Article VIII in becoming, and serving as, a director or
officer of the Corporation or, if requested by the Corporation, a director,
officer, employee, agent, trustee or the like of another corporation or other
enterprise, (ii) waives reliance upon, and all notices of acceptance of, such
provisions by such directors or officers and (iii) acknowledges and agrees that
no present or future director or officer of the Corporation shall be prejudiced
in his right to enforce the provisions of this Article VIII in accordance with
their terms by any act or failure to act on the part of the Corporation. No
amendment, modification or repeal of this Article VIII or any provisions hereof
shall in any manner terminate, reduce or impair the right of any past, present
or future director or officer of the Corporation to be indemnified or advanced
expenses by the Corporation, nor the obligation of the Corporation to indemnify
or advance expenses to any such director or officer under and in accordance
with the provisions of this Article VIII as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claim may arise or be asserted.
The provisions of this Article VIII shall be binding upon the Corporation and
its successors and assigns and shall inure to the
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benefit of each director or officer of the Corporation and his or her heirs,
legal representatives and assigns.
(h) The indemnification provided by this Article VIII shall be
subject to all valid and applicable laws, and, in the event this Article VIII
or any of the provisions hereof or the indemnification contemplated hereby are
found to be inconsistent with or contrary to any such valid laws, the latter
shall be deemed to control, and this Article VIII shall be regarded as modified
so that this Article and the indemnification provided for herein shall be valid
and enforceable to the greatest extent permitted by applicable laws, and, as so
modified, this Article VIII shall continue in full force and effect.
ARTICLE IX
AMENDMENTS
Section 1. These bylaws may be altered, amended or repealed or new
bylaws may be adopted by the stockholders or by the board of directors.
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