AMENDED MAY 5, 1998
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AMENDED FEBRUARY 15, 1999
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AMENDED AND RESTATED BY-LAWS
STEPAN COMPANY
A DELAWARE CORPORATION
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ARTICLE I
OFFICES
The registered office of the Corporation in the State of Delaware shall be
in the City of Wilmington, County of New Castle, and the name of the resident
agent in charge thereof shall be The Corporation Trust Company. The Corporation
may have such other offices, either within or without the State of Delaware, as
the business of the Corporation may require from time to time.
ARTICLE II
STOCKHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the stockholders for
each year shall be held on such date and at such time as the Board of Directors
shall determine from time to time. At such meeting the stockholders entitled to
vote shall elect Directors, and transact such other business as may properly be
brought before the meeting. If the election of Directors shall not be held on
the day designated herein for any annual meeting, or at any adjournment thereof,
the Board of Directors shall cause the election to be held at a special meeting
of the stockholders as soon thereafter as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the stockholders may be
called by the Chairman of the Board of Directors, by the Board of Directors, or
by the holders of shares of capital stock representing not less than one-third
of the voting power of all the outstanding shares of capital stock of the
Corporation.
SECTION 3. Place of Meeting. Meetings of the stockholders for the
election of Directors and for all other purposes shall be held at the
Corporation's Administrative Building in Northfield, Illinois or at such other
place within or without the State of Illinois, as the Board of Directors shall
designate.
SECTION 4. Advance Notification of Proposals at Stockholders' Meetings.
If a stockholder desires to submit a proposal for consideration at an annual or
special stockholders' meeting, or to
nominate persons for election as directors at any stockholders' meeting duly
called for the election of directors,
written notice of such stockholder's intent to make such a proposal or
nomination must be given and received by the Secretary of the Corporation at the
principal executive offices of the Corporation either by personal delivery or by
United States mail not later than (i) with respect to an annual meeting of
stockholders, 90 days prior to the anniversary date of the immediately preceding
annual meeting, and (ii) with respect to a special meeting of stockholders, the
close of business on the tenth day following the date on which notice of such
meeting is first given to stockholders. Each notice shall describe the proposal
or nomination in sufficient detail for the proposal or nomination to be
summarized on the agenda for the meeting and shall set forth (i) the name and
address, as it appears on the books of the Corporation, of the stockholder who
intends to make the proposal or nomination; (ii) a representation that the
stockholder is a holder of record of stock of the Corporation entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting to
present such proposal or nomination; and (iii) the class and number of shares of
the Corporation which are beneficially owned by the stockholder. In addition, in
the case of a stockholder proposal, the notice shall set forth the reasons for
conducting such proposed business at the meeting and any material interest of
the stockholder in such business. In the case of a nomination of any person for
election as a director, the notice shall set forth: (i) the name and address of
any person to be nominated; (ii) a description of all arrangements or
understandings between the stockholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (iii) such other information
regarding such nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (iv) the consent of each nominee to
serve as a director of the Corporation if so elected. The presiding officer of
the annual or special meeting shall, if the facts warrant, refuse to acknowledge
a proposal or nomination not made in compliance with the foregoing procedure,
and any such proposal or nomination not properly brought before the meeting
shall not be transacted. Nothing contained in this Section shall be deemed to
decrease any time period set forth in the Securities Exchange Act of 1934, as
amended, or any rule or regulation of the Securities and Exchange Commission
thereunder.
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SECTION 5. Notice of Stockholders' Meetings. Written or printed notice
stating the place, day and hour of the meeting, and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be given
not less than ten (10) nor more than sixty (60) days before the date of the
meeting, or, in case of a merger or consolidation, not less than twenty (20) nor
more than sixty (60) days before the date of the meeting, either personally or
by mail, by or at the direction of the Chairman of the Board, the President, the
Secretary, or the persons calling the meeting, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed to be
given when deposited in the United States mail and addressed to the stockholder
at his address as it appears on the records of the Corporation, with postage
thereon prepaid.
SECTION 6. Closing of Transfer Books and Fixing Record Date. The Board of
Directors or the Executive Committee shall have power to close the stock
transfer books of the Corporation for a period which shall not be more than
sixty (60) nor less than ten (10) days preceding the date of any meeting of
stockholders, or the date for payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining the
consent of stockholders for any purpose, or a date for the purpose of any other
lawful action. In lieu of closing the stock transfer books as aforesaid, the
Board of Directors or Executive Committee may fix in advance a date, which shall
not be more than sixty (60) nor less than ten (10) days preceding the date of
any meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose, or a date for the purpose
of any other lawful action, as a record date for the determination of
stockholders entitled to notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent, or to
take such lawful action, and in such case such stockholders, and only such
stockholders, as shall be stockholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, or to give
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such consent, or to take such lawful action, as the case may be, notwithstanding
any transfer of any stock on the books of the Corporation after any such record
date fixed as aforesaid.
SECTION 7. Voting Lists. The office or agent having charge of the stock
ledgers of the Corporation shall prepare and make, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at said meeting of stockholders, arranged by class and series of capital
stock in alphabetical order within each series or class, and showing the address
of each stockholder and the number of shares of such series or class 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 (10) days prior to the meeting of
stockholders, either at a place within the city, town or village where the
meeting of stockholders is to be held, and 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 also be produced and kept at the time and
place of the meeting of stockholders during the whole time thereof, and may be
inspected by any stockholder who is present thereat. The original or duplicate
share ledger or transfer book shall be the only evidence as to who are the
stockholders entitled to examine such list or share ledgers or transfer books or
to vote at any meeting of stockholders.
SECTION 8. Quorum and Voting. Holders of shares representing a majority
of the voting power of the outstanding shares of capital stock of the
Corporation entitled to vote at said meeting represented in person or by proxy,
shall constitute a quorum at any meeting of stockholders, except as otherwise
provided by law, the Certificate of Incorporation, or these by-laws. If a quorum
is present, (1) in all matters other than the election of directors, the
affirmative vote of holders of shares having a majority of the voting power of
the shares of capital stock present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater number is required by statute or by
the Certificate of Incorporation, and (2) directors shall be elected by a
plurality of the voting power of the shares of capital stock present in person
or represented by proxy at the meeting and entitled to vote on the election of
directors. If shares representing less than a majority of the voting power of
the outstanding shares of capital stock of the Corporation are represented at a
meeting of stockholders, shares with a majority
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of the voting power of the shares so represented may adjourn the meeting from
time to time without further notice.
SECTION 9. Voting of Shares. At each meeting of the stockholders, each
holder of capital stock, which shall, at the time, possess voting powers, shall
be entitled to vote, in person or by proxy, and shall have the number of votes
provided by the Certificate of Incorporation, any applicable Certificate of
Designation or as otherwise required by law for each such share of capital stock
registered in his name on the date the stock transfer books were closed
preceding such meeting for the purpose of determining stockholders entitled to
vote at said meeting, or on the record date fixed for the purpose of determining
stockholders entitled to vote at such meeting or, in the event that the stock
transfer books shall not be so closed or a record date so fixed, on the date
next preceding the date notice of such meeting was given; provided, however,
that, except where the stock transfer books shall have been so closed, or a
record date shall have been so fixed, no share of stock shall be voted on at any
election for Directors, which shall have been transferred on the books of the
Corporation within twenty days next preceding such election of Directors, and no
proxy shall be voted or acted upon after three years from its date unless such
proxy provides for a longer period. The vote for Directors and, upon the demand
of any stockholder entitled to vote, the vote upon any question before any
stockholders' meeting, shall be by ballot.
SECTION 10. Voting of Shares of Certain Holders. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent, or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.
Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator, or trustee may be voted by such fiduciary,
either in person or by proxy .
A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
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ARTICLE III
DIRECTORS
SECTION 1. General Powers. The property, business and affairs of the
Corporation shall be managed by its Board of Directors.
SECTION 2. Number and Tenure. The number of Directors shall be seven but
the number of Directors may, from time to time, be altered by amendment of these
by-laws. The Directors shall serve staggered three year terms. The Directors
shall be classified in respect to the time for which they shall severally hold
office, into three classes, each class to consist of one-third (1/3) in number
of the Directors as near as may be. At each annual election, the successors to
the class of Directors whose term expires in that year shall be elected for the
term of three years. The Directors shall be elected by the stockholders at the
stockholders' annual meeting, except as provided in Section 5 of this Article
III, and each Director elected shall hold office until his successor is duly
elected and qualified.
SECTION 3. Place of Meetings; Records. The Directors may hold their
meeting and have one or more offices and keep the books of the Corporation
(except the original or duplicate stock ledger) outside the State of Delaware at
such place or places as they may from time to time determine.
SECTION 4. General Powers. In addition to the powers and duties by these
by-laws expressly conferred upon them, the Board of Directors 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 by-laws directed
or required to be exercised or done by the stockholders.
SECTION 5. Vacancies. Except as otherwise provided by law, a vacancy in
the office of any Director, because of death, resignation, or otherwise, and
newly created directorships resulting from any increase in the authorized number
of Directors, may be filled by the vote of a majority of the remaining
Directors, though less than a quorum, and the Directors so chosen shall hold
office until the next annual meeting of the stockholders and until their
successors shall be duly elected and qualified.
SECTION 6. Regular Meetings. A regular annual meeting of the Board of
Directors shall be held as close in time after the annual meeting of
stockholders as is convenient. In addition, the Board of Directors
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shall hold at least three other regular meetings in each year. Notice of all
regular meetings shall be given as provided in Section 8 of this Article and
such meetings shall be held at such place, either within or without the State of
Delaware, as may be designated in such notice. All regular meetings shall be
called by or at the request of the Chairman or the President.
SECTION 7. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the Chairman, the President, or any two
Directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Delaware, as the place for holding any special meeting of the Board of Directors
called by them.
SECTION 8. Notice. Notice of any regular meeting shall be given at least
three days previously thereto and notice of any special meeting shall be given
at least ten days previously thereto. Such notice shall be in writing and shall
be given personally or mailed or telegraphed or telexed to each Director at his
business address or at such other address as he shall specify to the Secretary.
If mailed, such notice shall be deemed to be given when deposited in the United
States mail in a sealed envelope so addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed to be given when the
telegram is delivered to the telegraph company. If notice be given by telex,
such notice shall be deemed to be given when transmitted. Any Director may waive
notice of any meeting. The attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting, except where a Director 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. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.
SECTION 9. Quorum. A majority of the Board of Directors shall constitute
a quorum for the transaction of business at any meeting of the Board of
Directors (provided, however, that if the Board of Directors shall have fewer
than three (3) members, a quorum shall consist of two (2) of such members),
provided that, if less than a quorum of the Directors are present at said
meeting, a majority of the Directors present may adjourn the meeting from time
to time without further notice.
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SECTION 10. Manner of Acting. Except where otherwise provided in these
by-laws, the act of the majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Board of Directors.
SECTION 11. Compensation. Directors regularly in the employ of the
Corporation shall not receive compensation for their services as Directors or as
members of any committee of the Board of Directors on which they serve.
Directors not regularly in the employ of the Corporation shall be paid
reasonable compensation for services as directors and as members of any
committee of the Board of Directors on which such Directors serve, which shall
be fixed by resolution of the Board of Directors. Directors shall be reimbursed
for reasonable expenses incurred in attending meetings of the Board of Directors
and meetings of committees appointed by the Board of Directors. Nothing herein
contained shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
COMMITTEES
SECTION 1. Executive Committee. (a) The Board of Directors of the
Corporation at any regular or special meeting called for such purpose may (in
its discretion), by resolution adopted by a majority of the whole Board,
designate three (3) or more Directors, two of whom shall be the Chairman of the
Board and the President of the Corporation, to constitute an Executive
Committee. Vacancies in the Executive Committee may be filled by the Board of
Directors. Each member of the Executive Committee shall hold office until his
successor shall have been duly elected, or until his death, or until he shall
resign or shall have been removed from the Executive Committee by the Board, or
shall cease to be a Director. Any member of the Executive Committee may be
removed by resolution adopted by a majority of the whole Board of Directors
whenever in its judgment the best interests of the Corporation would be served
thereby. The compensation, if any, of members of the Executive Committee shall
be established by resolution of the Board of Directors.
(b) The Executive Committee shall have and may exercise all of the
authority of the Board of Directors in the management of the
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Corporation, provided such committee shall not have the authority of the Board
of Directors in reference to amending the Certificate of Incorporation, adopting
a plan of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the property and assets of the
Corporation, recommending to the stockholders a dissolution of the Corporation
or a revocation thereof or amending the by-laws of the Corporation. The
Executive Committee shall have the power to authorize the seal of the
Corporation to be affixed to all papers which may require it. The Secretary of
the Corporation shall act as Secretary to the Executive Committee and keep full
and complete minutes of its meetings. Minutes of all meetings of the Executive
Committee shall be transmitted to the Directors of the Corporation as soon as
possible after such meetings but in no event later than the meeting of the Board
following the meeting of the Executive Committee. The minute books of the
Executive Committee shall at all times be open to the inspection of any
Director.
(c) The Executive Committee shall meet at the call of the President, or of
any two members of the Executive Committee. A majority of the members of the
Executive Committee shall constitute a quorum for the transaction of business
(provided, however, that if the Executive Committee shall have fewer than three
(3) members, a quorum shall consist of two (2) of such members) and the act of a
majority of those present shall constitute the act of the Committee.
SECTION 2. Audit Committee. (a) The Board of Directors of the Corporation
at any regular or special meeting shall, by resolution adopted by a majority of
the whole Board, designate three or more independent directors to constitute an
Audit Committee and appoint one of the directors so designated as the chairman
of the Audit Committee. Membership on the Audit Committee shall be restricted to
those Directors who are independent of the management of the Corporation and are
free from any relationship that, in the opinion of the Corporation's Board of
Directors, would interfere with the exercise of the independent judgment as a
member of the committee. Vacancies in the committee may be filled by the Board
of Directors. Each member of the committee shall hold office until his successor
shall have been duly elected, or until his death, or until he shall resign or
shall have been removed from the Audit Committee by the Board, or shall cease to
be a Director. Any member of the Audit Committee may be removed from the
committee by resolution adopted by a majority of the whole Board of Directors
whenever in
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its judgment (1) such person is no longer an independent Director or free from
any relationship with the Corporation or any of its officers prohibited by this
section, or (2) the best interests of the Corporation would be served thereby.
The compensation, if any, of members of the committee shall be established by
resolution of the Board of Directors.
(b) The Audit Committee shall be responsible for recommending to the Board
of Directors the appointment or discharge of independent auditors; reviewing
with management and the independent auditors the terms of engagement of
independent auditors, including the fees, scope and timing of the audit and any
other services rendered by such independent auditors; reviewing with independent
auditors and management the Corporation's policies and procedures with respect
to internal auditing, accounting and financial controls, and dissemination of
financial information; reviewing with management, the independent auditors and
the internal auditors, the Corporation's financial statements, audit results and
reports and the recommendations made by the auditors with respect to changes in
accounting procedures and internal controls; reviewing the results of studies of
the Corporation's system of internal accounting controls; and performing any
other duties or functions deemed appropriate by the Board of Directors. The
committee shall have such powers and rights as may be necessary or desirable to
fulfill these responsibilities including, the power and right to consult with
legal counsel and to rely upon the opinion of such legal counsel. The Audit
Committee is authorized to communicate directly with the Corporation's financial
officers and employees, internal auditors and independent auditors on such
matters as it deems desirable and to have the internal auditors and independent
auditors perform such additional procedures as it deems appropriate. The Audit
Committee shall periodically report to the Board of Directors on its activities.
(c) Minutes of all meetings of the Audit Committee shall be submitted to
the Board of Directors of the Corporation. The minute book of the committee
shall at all times be open to the inspection of any Director.
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(d) The Audit Committee shall meet at the call of its chairman or any two
members of the committee. A majority of the members of the Audit Committee shall
constitute a quorum for the transaction of business (provided, however, that if
the Audit Committee shall have fewer than three (3) members, a quorum shall
consist of two (2) of such members) and the act of a majority of those present
shall constitute the act of the committee.
SECTION 3. Compensation and Development Committee. (a) The Board of
Directors of the Corporation at any regular or special meeting shall, by
resolution adopted by a majority of the whole Board, designate three or more
Directors to constitute a Compensation and Development Committee and appoint one
of the Directors so designated as the chairman of the Compensation and
Development Committee. Membership on the Compensation and Development Committee
shall be restricted to disinterested persons which for this purpose shall mean
any Director, who, during the time he is a member of the Compensation and
Development Committee is not eligible, and has not at any time within one year
prior thereto been eligible, for selection to participate in any of the
compensation plans administered by the Compensation and Development Committee.
Vacancies in the committee may be filled at any meeting of the Board of
Directors. Each member of the committee shall hold office until his successor
shall have been duly elected, or until his death or resignation, or until he
shall have been removed from the committee by the Board of Directors, or until
he shall cease to be a Director or a disinterested person. Any member of the
Compensation and Development Committee may be removed by resolution adopted by a
majority of the whole Board of Directors whenever in its judgment the best
interests of the Corporation would be served thereby. The Compensation and
Development Committee shall meet at the call of its chairman or any two members
of the committee. A majority of the members of the Compensation and Development
Committee shall constitute a quorum (provided, however, that if the Compensation
and Development Committee shall have fewer than three (3) members, a quorum
shall consist of two (2) of such members) and an act of the majority of those
present shall constitute the act of the Compensation and Development Committee.
The compensation, if any, of members of the committee shall be established by
resolution of the Board of Directors.
(b) The Compensation and Development Committee shall administer the
Corporation's stock option and incentive compensation plans and all other plans
which by their terms provide for administration by the Compensation and
Development Committee. The Compensation and Development Committee shall have the
power and authority vested in it by any plan of the Corporation which the
committee administers. The Compensation and Development Committee shall from
time to time recommend to the Board of Directors the compensation of the
officers of the Corporation. The Compensation and Development Committee shall
also make recommendations to the Board of Directors with regard to the
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compensation of members of the Board of Directors and its committees except the
Compensation and Development Committee.
SECTION 4. Nominating Committee. (a) The Board of Directors of the
Corporation at any regular or special meeting may, by resolution adopted by a
majority of the whole Board, designate three or more directors to constitute a
Nominating Committee and appoint one of the Directors so designated as the
chairman of the Nominating Committee. The majority of the members of the
Nominating Committee shall be persons who are not, during the time they are
members of the Nominating Committee, either officers or employees of the
Corporation. Vacancies in the committee may be filled by the Board of Directors.
Each member of the committee shall hold office until his successor shall have
been duly elected, or until his death or resignation, or until he shall have
been removed from the committee by the Board of Directors, or until he shall
cease to be a Director. Any member of the Nominating Committee may be removed by
resolution of the whole Board of Directors whenever in its judgment the best
interests of the Corporation would be served thereby. The Nominating Committee
shall meet at the call of its chairman or any two members of the committee. A
majority of the members of the Nominating Committee shall constitute a quorum
(provided, however, that if the Nominating Committee shall have fewer than three
(3) members, a quorum shall consist of two (2) of such members) and an act of
the majority of those present shall constitute the act of the Nominating
Committee. The compensation, if any, of members of the committee shall be
established by resolution of the Board of Directors.
(b) Before the annual meeting of the stockholders of the Corporation, and
before any special meeting of stockholders at which Directors are to be elected,
the Nominating Committee shall recommend to the Board of Directors the names of
individuals for submission to the stockholders in the Corporation's proxy
material as the Board's nominees for election as Directors of the Corporation
for which the Board is soliciting proxies. From time to time, the Nominating
Committee shall make recommendations to the Board of nominees to fill vacancies
on the Board of Directors as they occur. The Nominating Committee shall also,
from time to time, consider and make recommendations to the Board with regard to
increases or decreases in the size of the Board.
(c) Nothing in this by-law is intended to prevent any individual Director
from making a recommendation of a person to be a Director of the Corporation
either to the Nominating Committee or to the Board.
SECTION 5. Additional Committees. The Board of Directors may, by
resolution adopted by a majority of the whole Board, from time to time create
and appoint such committees in addition to the Executive, Audit, Compensation
and Development, and Nominating Committees as it deems desirable. Each
additional committee shall bear such designation,
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shall have such powers, and shall perform such duties, not inconsistent with
these by-laws or with law, as may be assigned to it by the Board of Directors;
provided that no such additional committee may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation
except such as shall be expressly delegated to it. The Board of Directors shall
have the power to change the members of any such additional committee at any
time, to fill vacancies, and to discharge any such additional committee at any
time. The compensation, if any, of members of any such committee shall be
established by resolution of the Board of Directors. A majority of the members
of any such committee shall constitute a quorum for the transaction of business
(provided, however, that if such committee shall have fewer than three (3)
members, a quorum shall consist of two (2) of such members) and the act of a
majority of those present shall constitute the act of such committee.
ARTICLE V
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a Chairman of
the Board, President, one or more Vice-Presidents (the number thereof to be
determined by the Board of Directors), a Treasurer, a Secretary, a Controller,
and such Assistant Treasurers, Assistant Secretaries, and other officers as
shall be elected or appointed by the Board of Directors. More than one office
may be held by the same individual.
SECTION 2. Election and Term of office. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of stockholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as conveniently may be. Each officer shall hold office
until his successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so
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removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term, and new offices may be
created and filled by the Board of Directors.
SECTION 5. Chairman of the Board. The Chairman of the Board of Directors
shall be the chief executive officer of the corporation. He shall, subject to
the provisions of these by-laws and to the direction of the Board of Directors,
have general supervision and control over the business affairs and properties of
the corporation and of the activities of its several officers. He may delegate
to any officer, agent or employee of the corporation such of his duties and
authority as in his judgment is in the best interests of the corporation or is
necessary for the conduct of its affairs. The Chairman of the Board shall
preside at all meetings of the stockholders and of the Board of Directors, and
shall see that all orders and resolutions adopted by such bodies are carried
into effect.
SECTION 6. President. The President shall be the chief operating officer
of the corporation and, subject to the direction of the Board of Directors and
of the Chairman of the Board of Directors, shall have general charge of all
operating divisions and subsidiaries of the corporation and of such related
staff functions as the Chairman of the Board shall designate from time to time.
In the absence or disability of the Chairman of the Board, the President shall
preside at all meetings of the stockholders and of the Board of Directors.
SECTION 7. The Chairman of the Board of Directors and the President shall
each be empowered to sign, with the Secretary or any other proper officer of the
corporation thereunto authorized by the Board of Directors, certificates for
shares of stock of the corporation and they each shall have general power to
execute deeds, mortgages, bonds, contracts and other instruments, except in
cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these by-laws to some other officer or agent of the
Corporation.
SECTION 8. The Vice Presidents. The Vice Presidents shall have such
duties and powers as shall be designated from time to time by the Board of
Directors or by the Chairman of the Board of
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Directors. They may be given additional title designations descriptive of their
general duties. In the absence of the President, or in the event of his
inability or his refusal to act, the Board of Directors shall assign to any Vice
President the duty of acting for the President, and such Vice President shall
have all the powers of the President and be subject to all the restrictions upon
the President. Any Vice President may sign, with the Secretary or an Assistant
Secretary, certificates for shares of the Corporation.
SECTION 9. The Treasurer. The Treasurer, together with such other
officers of the Corporation as may be designated by the Board of Directors,
shall deposit all moneys and other valuable effects of the Corporation in the
name and to the credit of the Corporation in such depositories as may be
designated by the Board of Directors, and shall disburse funds of the
Corporation, taking proper vouchers for such disbursements. In general, the
Treasurer shall perform the duties usually incident to the office of treasurer,
and such other duties as may from time to time be assigned to him by the Board
of Directors, the Chairman of the Board, the President, or by such Vice
President as shall be designated as the chief financial officer of the
Corporation.
SECTION 10. The Secretary. The Secretary shall: (a) keep the minutes of
all meetings of the stockholders, the Board of Directors, and the Executive
Committee in one or more books provided for that purpose, and shall perform like
duties for other committees of the Board when requested by such committees; (b)
see that all notices are duly given in accordance with the provisions of these
by-laws or as required by law; (c) be custodian of the corporate records and of
the seal of the Corporation and see that the seal of the Corporation is affixed
to all certificates for shares prior to the issue thereof and to all documents,
the execution of which on behalf of the Corporation under its seal is duly
authorized in accordance with the provisions of these by-laws; (d) keep a
register of the post office address of each stockholder; (e) sign with the
Chairman of the Board of Directors, the President, or a Vice President,
certificates for shares of the Corporation, the issue of which shall have been
authorized by resolution of the Board of Directors; (f) have general charge of
the stock transfer books of the Corporation; and (g) in general, perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the Board of Directors, the Chairman of the
Board, or by the President.
SECTION 11. The Controller. The Controller shall maintain adequate
records of all assets, liabilities and other financial transactions of the
Corporation and, in general, shall perform all duties incident to the office of
Controller and such other duties as from time to time may
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be assigned to him by the Board of Directors, the Chairman of the Board, the
President, or the Vice President-Finance.
SECTION 12. Assistant Treasurers and Assistant Secretaries. The Assistant
Secretaries as thereunto authorized by the Board of Directors may sign with the
Chairman of the Board of Directors, the President or a Vice President
certificates for shares of the Corporation, the issue of which shall have been
authorized by a resolution of the Board of Directors. The Assistant Treasurers
and Assistant Secretaries, in general, shall perform such duties as shall be
assigned to them by the Vice President-Finance, the Treasurer, or the Secretary,
respectively.
SECTION 13. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances. However, each of the Chairman
of the Board, President, and any Senior Vice President of the Corporation, and
any of them, are specifically empowered to execute the following documents or
instruments in the ordinary course of business by and on behalf of the
Corporation.
(a) Powers of attorney appointing persons, firms or corporations as
attorney-in-fact of the Corporation, which powers of attorney may be necessary
or appropriate in connection with the import or export of goods by or for the
Corporation.
(b) Deeds or other instruments or conveyance conveying real property or
interests therein to or from the Corporation if such real property or interests
therein have a value or purchase price not in excess of $500,000.
(c) Leases pursuant to which the Corporation leases, as lessor or lessee,
property (real, personal or mixed) if such leases call for the payment by or to
the Corporation of rental in the amount of not more than $100,000 per year.
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(d) Any and all other written agreements, documents or instruments deemed
necessary or appropriate to the conduct of the business of the Corporation in
the ordinary course, and within the ordinary or customary duties of the Vice
President executing the same.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances. However, each of the Chairman of the
Board, the President, the Vice President-Finance, and the Treasurer of the
Corporation, and any of them, is authorized to borrow funds in the ordinary
course of business and to execute the necessary related documents or instruments
by and on behalf of the Corporation:
(a) up to the maximum amount provided in any agreement previously approved
by the Board of Directors;
(b) or up to a maximum of $500,000 on open account, under a line of
credit, or under an agreement not previously authorized by the Board of
Directors.
SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates representing shares of stock of the Corporation
shall be in such form as may be determined from time to time by the Board of
Directors or by the Executive Committee. 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 of the Board of Directors, the President, or a
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Vice-President and 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, designations, preferences and relative,
participating, optional and other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions on such
preferences and 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 or series of stock; provided, however, that, to the full extent allowed by
law, in lieu of the foregoing requirements, there may be set forth on the face
or back of the certificate which 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 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. If such certificate is countersigned (1) by a transfer
agent other than the Corporation or its employee or (2) by a registrar other
than the Corporation or its employee, any other signature on the certificate may
be a facsimile. In case any person who has signed or whose facsimile signature
has been placed upon any such 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. All certificates for shares in the
Corporation of the same class and series shall be consecutively numbered. The
name of the person owning the shares of stock represented thereby with the
number of shares and date of issue shall be entered on the books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except
that in the case of a lost, destroyed or mutilated certificate, a new one may be
issued therefore upon such terms and indemnity to the Corporation as the Board
of Directors may prescribe.
SECTION 2. Transfers of shares of stock of the Corporation shall be made
on the books of the Corporation only by the person named in the certificates
evidencing such shares of stock or his successor or assignee, or by such
person's attorney lawfully constituted in writing, and upon surrender of such
certificates
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and delivery to the Corporation of proper evidence of succession, assignment or
other authority, to transfer.
SECTION 3. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to, or interest in,
such share or shares on the part of any other person, whether or not the
Corporation shall have express or other notice thereof, save as expressly
provided by the laws of the State of Delaware.
SECTION 4. The Board of Directors or the Executive Committee may from time
to time appoint a Transfer Agent and Registrar in one or more cities, may
require all certificates evidencing shares of stock of the Corporation to bear
the signatures of a Transfer Agent or Registrar, and may provide that such
certificates shall be transferable in more than one city.
SECTION 5. The Board of Directors may authorize the Transfer Agent and
Registrars of the Corporation to issue and register, respectively, new
certificates in place of any certificates alleged to have been lost, stolen or
destroyed, and in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems necessary to protect the Corporation and
said Transfer Agents and Registrars.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January
and end on the thirty-first day of December in each year.
ARTICLE IX
DIVIDENDS
Dividends on the capital stock of the Corporation may be declared by the
Board of Directors at any meeting, regular or special, pursuant to law and to
the provisions of the Corporation's certificate of incorporation.
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ARTICLE X
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 1. The Corporation shall indemnify, in accordance with and to the
full extent now or hereafter permitted by law, any person who was 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
(including, without limitation, an action by or in the right of the
Corporation), by reason of his acting as a director or officer of the
Corporation (and the Corporation, in the discretion of the Board of Directors,
may so indemnify a person by reason of the fact that he is or was an employee of
the Corporation or is and was serving at the request of the Corporation in any
other capacity for or on behalf of the Corporation) against any liability or
expense actually and reasonably incurred by such person in respect thereof. Such
indemnification is not exclusive of any other right to indemnification provided
by law or otherwise. The right to indemnification conferred by this Section
shall be deemed to be a contract between the Corporation and each person
referred to herein.
SECTION 2. The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall insure to
the benefit of the heirs, executors and administrators of such person.
SECTION 3. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a Director, officer, employee or agent of the
corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not he would be entitled to indemnity against such liability under
the provisions of this Article.
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SECTION 4. No amendment to or repeal of these provisions shall apply to or
have any effect on the liability or alleged liability of any person for or with
respect to any acts or omissions of such person occurring prior to such
amendment.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of these by-laws or under the provisions of the Certificate of Incorporation or
under the provisions of law, waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced otherwise.
ARTICLE XIII
SEVERABILITY OF PROVISIONS
If any provision of these by-laws, or the application thereof to any person
or circumstances, is held invalid, the remainder of these by-laws, and the
application of such provision to other persons or circumstances, shall not be
affected thereby.
ARTICLE XIV
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by the Board of Directors.
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