Exhibit 3
BYLAWS
OF
PPG INDUSTRIES, INC.
(Incorporated under the Laws of the
Commonwealth of Pennsylvania)
______________________________________
April 20, 2000
TABLE OF CONTENTS
-----------------
PAGE
ARTICLE I -- MEETINGS OF SHAREHOLDERS
Section 1.1. Annual Meetings 1
Section 1.2. Business at Annual Meetings 1
Section 1.3. Nominations of Director Candidates 1
Section 1.4. Other Matters Brought by Shareholders 2
Section 1.5. Special Meetings 3
Section 1.6. Business at Special Meetings 3
Section 1.7. Notice 3
Section 1.8. Quorum 3
Section 1.9. Voting 4
Section 1.10. Proxies; Appointment and Revocation 5
Section 1.11. Meeting Procedure 5
ARTICLE II -- BOARD OF DIRECTORS
Section 2.1. Number, Classification and Removal;
Vacancies 5
Section 2.2. Qualifications and Powers 7
Section 2.3. Organizational Meeting 7
Section 2.4. Regular Meetings; Notice 7
Section 2.5. Special Meetings; Notice 7
Section 2.6. Quorum; Action 8
Section 2.7. Fees and Expenses 8
Section 2.8. Charitable Contributions 8
Section 2.9. Catastrophe 8
Section 2.10. Limitation of Liability 9
ARTICLE III -- COMMITTEES
Section 3.1. Standing Committees 9
(a) Audit Committee 10
(b) Nominating and Governance Committee 10
i
(c) Officers-Directors Compensation Committee 10
(d) Investment Committee 10
Section 3.2. Other Committees 11
Section 3.3. Organization of and Action by Committees 11
ARTICLE IV -- OFFICERS
Section 4.1. Election 11
Section 4.2. Chairman 12
Section 4.3. Chief Executive Officer 12
Section 4.4. Vice Chairman 12
Section 4.5. President 12
Section 4.6. Vice Presidents and Other Officers 12
Section 4.7. Secretary 13
Section 4.8. Treasurer 13
Section 4.9. Controller 13
Section 4.10. Vacancies 14
Section 4.11. Delegation of Duties 14
ARTICLE V --
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
Section 5.1. Borrowing 14
Section 5.2. Execution of Instruments 14
Section 5.3. Voting and Acting with Respect to Stock
and Other Securities Owned by the
Corporation 15
ARTICLE VI -- INDEMNIFICATION
Section 6.1. Entitlement to Indemnification 15
Section 6.2. Advancement of Expenses 16
Section 6.3. Indemnification Procedure 16
Section 6.4. Partial Indemnification 17
Section 6.5. Insurance 17
Section 6.6. Agreements 18
Section 6.7. Miscellaneous 18
Section 6.8. Construction 18
ii
Section 6.9. Effectiveness 18
Section 6.10. Amendment 18
ARTICLE VII -- CAPITAL STOCK
Section 7.1. Share Certificates 19
Section 7.2. Transfer of Shares 19
Section 7.3. Holders of Record 20
Section 7.4. Replacement 20
ARTICLE VIII -- MISCELLANEOUS
Section 8.1. Description of Seal 21
Section 8.2. Fiscal Year 21
Section 8.3. Gender 21
Section 8.4. Adoption, Amendment or Repeal of Bylaws 21
iii
BYLAWS
------
OF
--
PPG INDUSTRIES, INC.
--------------------
(Incorporated under the Laws of the Commonwealth of Pennsylvania)
ARTICLE I
MEETINGS OF SHAREHOLDERS
------------------------
Section 1.1. Annual Meetings. An annual meeting of the shareholders shall
------------ ----------------
be held each year on such day as the Board of Directors of the Corporation (the
"Board of Directors") may designate, or, if not so designated, on the third
Thursday in April if not a legal holiday, and if a legal holiday, then on the
next business day following. Annual meetings shall be held at the registered
office of the Corporation, or at such other places, within or without the
Commonwealth of Pennsylvania, as may be designated by the Board of Directors.
Section 1.2. Business at Annual Meetings. The business at each annual
------------ ----------------------------
meeting of the shareholders shall include: (a) a review of the business of the
preceding year; (b) the election of directors; and (c) such other business as
may properly be brought before the meeting. No business may be transacted at
any annual meeting other than (i) matters referred to in the notice of the
meeting or any supplement thereto, (ii) matters otherwise properly brought
before the meeting by or at the direction of the Board of Directors, (iii)
matters properly brought before the meeting by one or more shareholders, but
only in accordance and upon compliance with the provisions of the proxy rules of
the Securities and Exchange commission and the notice provisions of Sections 1.3
and 1.4 of these bylaws and (iv) matters which are incidental or germane to any
of the foregoing.
Section 1.3. Nominations of Director Candidates. Nominations for the
------------ -----------------------------------
election of directors at a meeting of shareholders may be made only (a) by the
Board of Directors or a committee appointed by the Board of Directors or (b) by
a holder of record of stock entitled to vote in the election of the directors to
be elected; but a nomination (other than a nomination to fill a vacancy
resulting from removal from office by a vote of the shareholders under Article
Sixth of the Restated Articles of Incorporation) may be made
1
by a shareholder only if written notice of such nomination is given, either by
personal delivery or by United States mail, postage prepaid, to the Secretary
and has been received by the Secretary at the principal executive offices of
the Corporation not later than (i) with respect to an election to be held at
an annual meeting of shareholders held on the third Thursday in April, 90 days
prior to such annual meeting and (ii) with respect to an election to be held
at an annual meeting of shareholders held on a date other than the third
Thursday in April or an election to be held at a special meeting of the
shareholders, the close of business on the tenth day following the date of the
first public disclosure of the date of such meeting. For purposes of this
Section 1.3, the first public disclosure of the date of any special meeting of
shareholders or any annual meeting of shareholders held on a date other than
the third Thursday in April shall be when disclosure of such meeting date is
first made in a filing made by the Corporation with the Securities and
Exchange Commission, in any notice given to the New York Stock Exchange, or in
a news release reported by the Dow Jones News Service, Reuters, Bloomberg,
Associated Press or comparable national news service. Each notice of
nomination from a shareholder shall set forth: (a) the name and address of the
shareholder who intends to make the nomination and of the person or persons to
be nominated; (b) a representation that the shareholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to be
present at the meeting in person or by proxy to nominate the person or persons
specified in the notice; (c) a description of all arrangements or
understandings between the shareholder 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 shareholder; (d) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission, had the nominee been nominated by the
Board of Directors; and (e) the written consent of each nominee, signed by
such nominee, to serve as a director of the Corporation if so elected. The
presiding officer of the meeting may refuse to acknowledge the nomination of
any person by a shareholder not made in compliance with the foregoing
procedure.
Section 1.4. Other Matters Brought by Shareholders. For business other
------------ --------------------------------------
than nominations of director candidates properly brought before an annual
meeting by a shareholder pursuant to clause (c) of Section 1.2 of these bylaws,
the shareholder must give timely notice thereof in writing to the Secretary and
such business must otherwise be a proper matter for shareholder action. To be
timely, a shareholder's notice shall be given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary and received by the
Secretary at the principal executive officers of the Corporation not later than
90 days prior to such annual meeting, provided that, if such
2
annual meeting is held on a date other than the third Thursday in April, such
written notice must be given within ten days after the first public disclosure
of the date of such meeting. For purposes of this Section 1.4, the first
public disclosure of the date of any annual meeting of shareholders held on a
date other than the third Thursday in April shall be when disclosure of such
meeting date is first made in a filing by the Corporation with Securities and
Exchange Commission, in any notice given to the New York Stock Exchange, or in
a news release reported by the Dow Jones News Service, Reuters, Bloomberg,
Associated Press or comparable national news service. Such shareholder's
notice shall set forth (a) as to each matter a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of
such shareholder; (b) the beneficial owner, if any, on whose behalf the notice
is given and a specific representation that the shareholder intends to be
present at the meeting in person or by proxy to present and speak as to such
business; and (c) as to the shareholder giving the notice and the beneficial
owner, if any, on whose behalf the notice is given (i) the name and address of
such shareholder, as they appear on the Corporation's books, and of such
beneficial owner and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such shareholder and such
beneficial owner. The presiding officer of the meeting may refuse to permit
any business to be brought before an annual meeting by a shareholder without
compliance with the procedure set forth in this Section 1.4.
Section 1.5. Special Meetings. Special meetings of the shareholders may be
------------ -----------------
called at any time, for the purpose or purposes set forth in the call, by the
Board of Directors or by the Chairman of the Board of Directors. Special
meetings shall be held at the registered office of the Corporation, or at such
other places, within or without the Commonwealth of Pennsylvania, as may be
designated by the Board of Directors or the Chairman of the Board of Directors.
Section 1.6. Business at Special Meetings. No business may be transacted
------------ -----------------------------
at any special meeting of the shareholders other than matters referred to in the
notice of the meeting or any supplement thereto and matters which are incidental
or germane thereto.
Section 1.7. Notice. Written notice specifying the place, date and time
------------ -------
and the general nature of business to be transacted at each meeting of the
shareholders shall be given by the Secretary to each shareholder of record
entitled to vote at such meeting.
Section 1.8. Quorum. A shareholders' meeting shall not be organized for
------------ -------
the transaction of business unless a quorum is present. At any meeting, the
presence in
3
person or by proxy of shareholders entitled to cast the minimum number of
votes required by law to constitute a quorum on a particular matter in the
absence of a bylaw to the contrary, or if no such number is required by law,
at least a majority of the votes which all shareholders are entitled to cast
on such matter, shall be necessary and sufficient to organize a meeting for
the purpose of considering such matter. Notwithstanding the withdrawal of
enough shareholders to leave less than the number of votes required by the
preceding sentence, the shareholders who continue to be present at a duly
organized meeting shall constitute a quorum in order to continue to do
business until adjournment. If a meeting cannot be organized because a quorum
has not attended, those present in person or by proxy may by majority vote
adjourn the meeting to such time and place as they may determine, and it shall
not be necessary to give notice of such adjourned meeting or the business to
be transacted at such meeting to any shareholder other than by announcement at
the meeting at which such adjournment is taken, unless the Board of Directors
fixes a new record date for the adjourned meeting.
Section 1.9. Voting. The voting at all meetings of the shareholders may be
------------ -------
by voice; but any qualified voter may demand a stock vote, whereupon (i) with
respect to any matter specifically set forth in the notice of meeting, such
stock vote shall be taken by ballot, and (ii) in the case of any other vote,
such stock vote may be taken by ballot, by show of hands, or any other manner
selected by the presiding officer. If the vote is taken by ballot, each ballot
shall state the name of the shareholder voting and the number of shares voted by
him, and if such ballot be cast by proxy, it shall state the name of the proxy
voting and the number of shares voted by him as proxy. Each shareholder shall
be entitled to one vote for each share having voting power registered in his
name on the books of the Corporation as of the record date for the determination
of the shareholders entitled to vote at the meeting, and it may be voted by the
shareholder or his duly authorized proxy. When a stock vote is demanded, all
questions shall be decided by a vote of shareholders present, in person or by
proxy, entitled to cast at least a majority of the votes which all shareholders
present and voting (excluding abstentions) are entitled to cast on the
particular matter, unless otherwise especially provided in these bylaws, in the
Restated Articles of Incorporation, as amended from time to time (the "Restated
Articles of Incorporation"), or by law, and except that in the case of
privileged, subsidiary or incidental motions or questions involving the
convenience of the shareholders present, the presiding officer may call for a
per capita vote, either by voice or by show of hands. Where a proxy or proxies
represent the holders of shares entitled to cast in aggregate a sufficient
number of votes to adopt a particular resolution, the vote of such proxy or
proxies may, in the discretion of the presiding officer, constitute action by
the shareholders.
4
A complete list of the shareholders entitled to vote at any meeting of
shareholders, arranged in alphabetical order with the address of and the number
of shares held by each, shall be prepared by the Secretary and shall be produced
and kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting. In lieu of
the making of a list, the Corporation may make the information therein available
at the meeting by any other means.
Section 1.10. Proxies; Appointment and Revocation. Every shareholder
------------- ------------------------------------
entitled to vote at a meeting of the shareholders or to express consent or
dissent to corporate action in writing without a meeting may authorize another
person or persons, but not more than three, to act for him by proxy. Every
proxy shall be executed in writing (including telegram, cable or radiogram,
telex, TWX, facsimile transmission or similar transmission), by the shareholder
or by his duly authorized attorney-in-fact, and filed with the Secretary.
Section 1.11. Meeting Procedure. At all meetings of shareholders, the
------------- ------------------
Chairman of the Board of Directors shall preside, but in his absence, the
presiding officer shall be designated by the Board of Directors, or if not so
designated, selected by the shareholders present. The Secretary shall take the
minutes of the meeting, but in the absence of the Secretary or an Assistant
Secretary, the presiding officer shall designate any person to take the minutes
of the meeting. The presiding officer of any meeting shall determine the order
of business and the procedure at the meeting, including such regulation of the
conduct of discussion as seems to him in order. The conduct of meetings shall
be governed by accepted corporate practice (not Roberts' Rules), the fundamental
---
rule being that all who are entitled to take part shall be treated with fairness
and good faith.
ARTICLE II
BOARD OF DIRECTORS
------------------
Section 2.1. Number, Classification and Removal; Vacancies.
------------ ----------------------------------------------
Article Sixth of the Restated Articles of Incorporation reads as follows:
"SIXTH. 6.1 The business and affairs of the corporation shall be managed
-----
by a Board of Directors comprised as follows:
5
(a) The Board of Directors shall consist of not less than 9 nor more than
17 persons, the exact number to be fixed from time to time by the Board
of Directors pursuant to a resolution adopted by a majority vote of the
directors then in office;
(b) Directors shall, from and after the annual meeting of shareholders held
in 1987, continue to be classified with respect to the time for which
they shall severally hold office by dividing them into 3 classes, as
nearly equal in number as possible. At such meeting and at each
succeeding annual meeting of shareholders, the class of directors then
being elected shall be elected to hold office for a term of 3 years.
Each director shall hold office for the term for which elected and
until his or her successor shall have been elected and qualified;
(c) Subject to the rights of the holders of any series of preferred stock
then outstanding, any director, any class of directors, or the entire
Board of Directors, may be removed from office by shareholder vote at
any time, with or without assigning any cause, but only if shareholders
entitled to cast at least 80% of the votes which all shareholders would
be entitled to cast at an annual election of directors or of such class
of directors shall vote in favor of such removal; provided, however,
that no individual director shall be removed (unless the entire Board
of Directors or any class of directors be removed) in case the votes
cast against such removal would be sufficient, if voted cumulatively
for such director, to elect him or her to the class of directors of
which he or she is a member; and
(d) Subject to the rights of the holders of any series of preferred stock
then outstanding, vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of directors, shall
be filled only by a majority vote of the remaining directors then in
office, though less than a quorum, except that vacancies resulting from
removal from office by a vote of the shareholders may be filled by the
shareholders at the same meeting at which such removal occurs. All
directors elected to fill vacancies shall hold office for a term
expiring at the annual meeting of shareholders at which the term of the
class to which they have been elected expires. No decrease in the
number of directors constituting the Board of Directors shall shorten
the term of any incumbent director.
6
6.2 Notwithstanding any other provisions of law, the Restated Articles or
the bylaws of the corporation, the affirmative vote of the holders of at least
80% of the voting power of the then outstanding shares of capital stock of the
corporation entitled to vote in an annual election of directors, voting together
as a single class, shall be required to amend or repeal, or to adopt any
provision inconsistent with, this Article Sixth."
Section 2.2. Qualifications and Powers. No person shall be elected a
------------ --------------------------
director unless such person owns at least 100 shares of Common Stock of the
Corporation. In addition to the powers and authority expressly conferred upon
it by these bylaws and the Restated Articles of Incorporation, the Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things in the management of the Corporation as are not, by these
bylaws, by the Restated Articles of Incorporation, or by law directed or
required to be exercised or done by the shareholders.
Section 2.3. Organizational Meeting. The first regular meeting of each
------------ -----------------------
newly-elected Board of Directors shall be held immediately following the annual
meeting of the shareholders, and no notice of such meeting shall be necessary in
order legally to constitute the meeting, provided that a quorum of the Board of
Directors shall be present. At such meeting the Board of Directors shall
organize itself, and may elect officers, appoint members of standing committees
and transact any other business.
Section 2.4. Regular Meetings; Notice. Regular meetings of the Board of
------------ -------------------------
Directors shall be held at such time and place as shall be designated by the
Board of Directors from time to time. Notice of such regular meetings of the
Board of Directors shall not be required to be given, except as otherwise
expressly required in these bylaws or by law. However, whenever the time or
place of regular meetings shall be initially fixed or changed, notice of such
action shall be given to each director not participating in such action. Any
business may be transacted at any regular meeting.
Section 2.5. Special Meetings; Notice. Special meetings of the Board of
------------ -------------------------
Directors may be called at any time by the Chairman of the Board of Directors
or, in his absence or during his inability to act, by the Chief Executive
Officer or, in the absence or during the inability of either to act, by the Vice
Chairman of the Board of Directors or, in the absence or during the inability of
any of them to act, by the President, or by any four directors of the
Corporation, by giving notice to the Secretary. Notice of every special meeting
of the Board of Directors stating the place, day and hour thereof shall be given
by the Secretary to each director by being mailed by first class at least five
days, or
7
express mail or sent by courier service at least three days, or sent by
telex, TWX, telegram, facsimile transmission or similar transmission or given
personally or by telephone at least 24 hours, before the time at which the
meeting is to be held. Any business may be transacted at any special meeting.
Section 2.6. Quorum; Action. A meeting of the Board of Directors shall not
------------ ---------------
be organized for the transaction of business unless a quorum is present. At any
meeting, a majority of the directors then in office shall be necessary and
sufficient to organize the meeting. A meeting at which a quorum is not present
may be adjourned from time to time by a majority vote of those present to such
time and place as they may determine, and it shall not be necessary to give
notice of such adjourned meeting or the business to be transacted thereat other
than by announcement at the meeting at which such adjournment is taken.
Notwithstanding the withdrawal of enough directors to leave less than a
majority, the directors who continue to be present at a duly organized meeting
shall constitute a quorum in order to continue to do business. Unless otherwise
provided in these bylaws, in the Restated Articles of Incorporation or by law,
the acts of a majority of the directors present and voting (excluding
abstentions) at a duly organized meeting shall be the acts of the Board of
Directors. The yeas and nays shall be taken and recorded in the minutes at the
request of any director present at a meeting.
Section 2.7. Fees and Expenses. The Board of Directors shall fix the
------------ ------------------
compensation of each director (except for those directors who are officers of
the Corporation, whose compensation is to be fixed by the Officers-Directors
Compensation Committee) including, without limitation: (a) a fixed annual fee;
and (b) a fixed sum for attendance at any meeting of the Board of Directors or
any committee. Directors shall be reimbursed for the expenses of attendance at
any meeting of the Board of Directors or any committee.
Section 2.8. Charitable Contributions. The Board of Directors may
------------ -------------------------
authorize contributions out of the income of the Corporation for the public
welfare or for religious, charitable, scientific, or educational purposes.
Section 2.9. Catastrophe. Notwithstanding any other provisions of law, the
------------ ------------
Restated Articles of Incorporation or these bylaws, during any emergency period
caused by a national catastrophe or local disaster, a majority of the surviving
members (or the sole survivor) of the Board of Directors who have not been
rendered incapable of acting because of incapacity or the difficulty of
communication or transportation to the place of meeting, shall constitute a
quorum for the sole purpose of electing directors to fill such emergency
vacancies or to reduce the size of the full Board of Directors or both; and a
8
majority of the directors (or the sole survivor) present at such a meeting may
take such action. Directors so elected shall serve until such absent directors
are able to attend meetings or until the shareholders act to elect directors for
such purpose. During such an emergency period, if the Board of Directors and
the Policy and Planning Committee are unable to or fail to meet, any action
appropriate to the circumstances may be taken by such officers of the
Corporation as may be present and able. Questions as to the existence of a
national catastrophe or local disaster and the number of surviving members
capable of acting shall be conclusively determined at the time by the directors
or the officers so acting.
Section 2.10. Limitation of Liability. To the fullest extent that the laws
------------- ------------------------
of the Commonwealth of Pennsylvania, as in effect on January 27, 1987, or as
thereafter amended, permit the elimination or limitation of the liability of
directors, no director of the Corporation shall be personally liable for
monetary damages as such for any action taken, or any failure to take any
action, as a director. This Section 2.10 shall not apply to any actions filed
prior to January 27, 1987, nor to any breach of performance of duty or any
failure of performance of duty by any director occurring prior to January 27,
1987. The provisions of this Section 2.10 shall be deemed to be a contract with
each director of the Corporation who serves as such at any time while such
provisions are in effect, and each such director shall be deemed to be serving
as such in reliance on such provisions. Any amendment to or repeal of this
Section 2.10, or adoption of any other Article or bylaw of the Corporation,
which has the effect of increasing director liability shall require the
affirmative vote of at least 80% of the voting power of the then outstanding
shares of capital stock of the Corporation entitled to vote in an annual
election of directors, voting together as a single class. Any such amendment or
repeal, other Article or bylaw, shall operate prospectively only and shall not
have effect with respect to any action taken, or any failure to act, by a
director prior thereto.
ARTICLE III
COMMITTEES
----------
Section 3.1. Standing Committees. The Board of Directors, upon the
------------ --------------------
recommendation of the Nominating and Governance Committee, shall appoint the
members of the following standing committees:
9
(a) Audit Committee, comprised of independent, non-employee members of the
Board of Directors, which shall recommend to the Board of Directors the
independent public accountants to be appointed or elected annually; review with
the independent public accountants and the internal auditors the scope and plan
of their respective future audit programs and their respective reports and
recommendations concerning audit findings; meet with the officers of the
Corporation and separately with the independent public accountants and with the
internal auditors to review audits, annual financial statements prior to their
release, accounting and financial controls and compliance with appropriate codes
of conduct; report on its meetings to the Board of Directors together with its
comments and recommendations; and have such other powers and perform such other
duties as the Board of Directors may specify.
(b) Nominating and Governance Committee, comprised of non-employee members
of the Board of Directors, which shall recommend to the Board of Directors (i)
the persons to be nominated by the Board of Directors to stand for election as
directors at the annual meeting of the shareholders, (ii) the person or persons
to be elected by the Board of Directors to fill any vacancy or vacancies in the
Board of Directors, (iii) the persons to be elected by the Board of Directors to
the offices of the Chairman of the Board of Directors, Chief Executive Officer,
Vice Chairman of the Board of Directors, President and any office which would
cause such person to be an executive officer (as defined under the Securities
Exchange Act of 1934) of the Corporation, (iv) the persons to be appointed by
the Board of Directors as members of the Executive Committee, (v) actions to be
taken regarding the structure, organization and functioning of the Board of
Directors and (vi) the directors to be appointed to serve as members, and as
chairmen, of the standing and other committees established by the Board of
Directors; and have such other powers and perform such other duties as the Board
of Directors may specify."
(c) Officers-Directors Compensation Committee, comprised of non-employee
members of the Board of Directors, which shall approve, adopt, administer,
interpret, amend, suspend or terminate the compensation plans of the Corporation
applicable to, and fix the compensation and benefits of, (i) all officers of the
Corporation serving as directors of the Corporation and (ii) all executive
officers (as defined under the Securities Exchange Act of 1934) of the
Corporation; and have such other powers and perform such other duties as the
Board of Directors may specify.
(d) Investment Committee, comprised of non-employee members of the Board of
Directors, which shall (i) review the investment policies (a) of the Corporation
concerning its pension plans and appropriate benefit plans and (b) of the PPG
Industries
10
Foundation concerning its assets and (ii) review (a) the selection of
providers of services to such pension plans and benefit plans and such
Foundation, (b) the allocation among asset classes, and the performance, of
the investments of such pension plans and benefit plans and such Foundation,
and (c) the actuarial assumptions concerning, and the funding levels of, such
pension plans; and have such other powers and perform such other duties as the
Board of Directors may specify.
Section 3.2. Other Committees. The Board of Directors shall establish the
------------ -----------------
Executive Committee and may establish such other committees as it may deem
appropriate, all of which committees shall have such powers and perform such
duties as the Board of Directors may specify and have such membership, which may
or may not include directors, as the Board of Directors may appoint.
Section 3.3. Organization of and Action by Committees. All committee
------------ ----------------------------- -----------
members appointed by the Board of Directors shall serve at the pleasure of the
Board of Directors. All committees shall determine their own organization,
procedures and times and places of meeting, unless otherwise directed by the
Board of Directors. Any action taken by any committee shall be subject to
alteration or revocation by the Board of Directors; provided, however, that
third parties shall not be prejudiced by such alteration or revocation.
ARTICLE IV
OFFICERS
--------
Section 4.1. Election. The Board of Directors shall elect a Chairman of
------------ ---------
the Board of Directors, a Secretary and a Treasurer. In addition, the Board of
Directors may elect a Chief Executive Officer, Vice Chairman of the Board of
Directors, President and Controller, or any one or more of them, and may elect
one or more Vice Presidents or other officers. Each officer elected by the
Board of Directors shall serve until the next organizational meeting of the
Board of Directors and until his successor, if any, shall have been elected,
unless his resignation or removal shall expressly be effective earlier. Each
officer appointed by the Executive Committee shall serve until his successor, if
any, shall have been appointed, unless his resignation or removal shall
expressly be effective earlier. Any officer of the Corporation may be removed
by the Board of Directors with or without cause.
11
Section 4.2. Chairman. The Chairman of the Board of Directors shall have
------------ ---------
general control and direction of the business of the Corporation. He shall
preside at all meetings of shareholders and directors and shall have such other
powers and perform such other duties as the Board of Directors may specify. The
Chairman of the Board of Directors shall be an ex officio member, without the
right to vote, of the Audit, Nominating and Governance, Officers-Directors
Compensation and Investment Committees. No person shall hold the position of
Chairman of the Board of Directors for a period in excess of ten years.
Section 4.3. Chief Executive Officer. Subject to the control of the
------------ -----------------------
Chairman of the Board of Directors, the Chief Executive Officer shall have
general control and direction of the business of the Corporation. If no person
is elected to the office of the Chief Executive Officer, the Chairman of the
Board of Directors shall be the Chief Executive Officer.
Section 4.4. Vice Chairman. The Vice Chairman of the Board of Directors
------------ --------------
shall have such powers and perform such duties as the Board of Directors or the
Chairman of the Board of Directors may specify.
Section 4.5. President. The President shall have such powers and perform
------------ ----------
such duties as the Board of Directors or the Chairman of the Board of Directors
may specify. If the office of President is vacant, the Chairman of the Board of
Directors shall have all of the powers and perform all acts incident to the
office of the President.
Section 4.6. Vice Presidents and Other Officers. The Vice Presidents and
------------ -----------------------------------
other officers elected by the Board of Directors shall have such powers and
perform such duties as the Board of Directors, the Chairman of the Board of
Directors, the Chief Executive Officer, the Vice Chairman of the Board of
Directors or the President may specify. In the absence of the Chairman of the
Board of Directors, the Chief Executive Officer, the Vice Chairman of the Board
of Directors and the President, or during their inability to act, such Vice
Presidents and other officers may exercise, subject to the control of the Board
of Directors, the powers and duties of the Chairman of the Board of Directors,
the Chief Executive Officer, the Vice Chairman of the Board of Directors and the
President. The Vice Presidents and other officers appointed by the Executive
Committee shall have such powers and perform such duties as the entity that
appointed them or any officers to whom they report, directly or indirectly, may
specify.
12
Section 4.7. Secretary. The Secretary shall attend all meetings of the
------------ ----------
shareholders and of the Board of Directors and shall keep careful records of all
such meetings, the proceedings of which shall be transcribed into the minute
book of the Corporation over his signature. He shall have custody of the
corporate seal and of all books, documents, and papers of the Corporation
committed to his charge. He shall cause all notices to be given to shareholders
and to directors of the Corporation as may be required by law or these bylaws.
He shall make such reports, have such other powers and perform such other duties
as are authorized or required by law or the Board of Directors may specify. The
Secretary may delegate to one or more Assistant Secretaries any of his powers
and duties. In the absence of the Secretary or during his inability to act, his
powers and duties shall be performed by one or more Assistant Secretaries.
Section 4.8. Treasurer. The Treasurer shall have the custody and care of,
------------ ----------
and shall manage and invest, all the money, securities, and funds of the
Corporation. To the extent not invested in stocks, bonds or other securities,
the Treasurer shall deposit the money and funds of the Corporation in such bank
or banks or depositories as the Board of Directors may designate, provided that
the Board of Directors may delegate to the Treasurer, subject to such
limitations as it may from time to time prescribe, the power to designate such
bank or banks or depositories. Under the direction of the Board of Directors,
the Treasurer shall pay out and dispose of all drafts, notes, checks, warrants,
and orders for the payment of money; render such statements to the Board of
Directors as it shall require; and have such other powers and perform such other
duties as the Board of Directors may specify or which are authorized or required
of the Treasurer by law. The Treasurer may delegate any of his powers and
duties to one or more Assistant Treasurers and, if authorized by the Board of
Directors, any officer or agent of the Corporation. If required by the Board of
Directors, the Treasurer and any Assistant Treasurer shall give bond for the
faithful discharge of his duties in such amount as may be fixed by the Board of
Directors and with such surety as may be approved by the Board of Directors. In
the absence of the Treasurer or during his inability to act, his powers and
duties shall be performed by one or more Assistant Treasurers.
Section 4.9. Controller. The Controller shall keep or cause to be kept all
------------ -----------
books of account and accounting records of the Corporation. He shall
periodically render to the Board of Directors financial statements and reports
covering the results of the operations of the Corporation. Subject to the
control of the Board of Directors, he shall determine all accounting policies
and procedures, including, without limiting the generality of the foregoing,
matters relating to depreciation, depletion, valuation of inventories, the
method of creating reserves and accruals, and the establishment of the value of
land, buildings,
13
equipment, securities and other assets and shall perform all other acts
authorized or required of the Controller by law and shall have such other
powers and perform such other duties as the Board of Directors may specify.
The Controller may delegate to one or more Assistant Controllers any of his
powers and duties. In the absence of the Controller or during his inability to
act, his powers and duties shall be performed by one or more Assistant
Controllers. If the office of Controller is vacant, his duties shall be
performed by the officer designated by the Board of Directors.
Section 4.10. Vacancies. Vacancy in any office or position by reason of
------------- ----------
death, resignation, removal, disqualification or any other cause, shall be
filled in the manner provided in this ARTICLE IV for regular election or
appointment to such office.
Section 4.11. Delegation of Duties. In case of the absence of any officer
------------- ---------------------
of the Corporation, or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may delegate for the time being the powers
and duties, or any of them, of such officer to any other officer or director or
other person whom it may select.
ARTICLE V
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
--------------------------------------------------
Section 5.1. Borrowing. No officer, agent or employee of the Corporation
------------ ----------
shall have any power or authority to borrow money on its behalf, to guarantee or
pledge its credit, or to mortgage or pledge any of its real or personal
property, except within the scope and to the extent of such authority as may be
delegated by the Board of Directors. Authority may be granted by the Board of
Directors for any of the above purposes and may be general or limited to
specific instances.
Section 5.2. Execution of Instruments. All properly authorized notes,
------------ -------------------------
bonds, drafts, acceptances, checks, endorsements (other than for deposit),
guarantees, and all evidences of indebtedness of the Corporation whatsoever, and
all deeds, mortgages, contracts and other instruments requiring execution by the
Corporation may be signed by the Chairman of the Board of Directors, the Chief
Executive Officer, the Vice Chairman of the Board of Directors, the President,
any Vice President or the Treasurer; and authority to sign any such instruments,
which may be general or confined to specific instances, may be conferred by the
Board of Directors upon any other person or persons, subject to such
14
requirements as to countersignature or other conditions, as the Board of
Directors may from time to time determine. Facsimile signatures may be used on
checks, notes, bonds or other instruments. Any person having authority to sign
on behalf of the Corporation may delegate, from time to time, by instrument in
writing, all or any part of such authority to any person or persons if
authorized so to do by the Board of Directors. Unless otherwise delegated, the
Board of Directors retains the authority to approve any and all transactions
entered into on behalf of the Corporation.
Section 5.3. Voting and Acting with Respect to Stock and Other Securities
------------ ------------------------------------------------------------
Owned by the Corporation. The Chairman of the Board of Directors, the Chief
- -------------------------
Executive Officer, the Vice Chairman of the Board of Directors, the President,
any Vice President or the Treasurer of the Corporation shall have the power and
authority to vote and act with respect to all stock and other securities in any
other corporation owned by this Corporation, unless the Board of Directors
confers such authority, which may be general or confined to specific instances,
upon some other officer or person. Any person so authorized shall have the
power to appoint an attorney or attorneys, with general power of substitution,
as proxies for the Corporation, with full power to vote and act on behalf of the
Corporation with respect to such stock and other securities.
ARTICLE VI
INDEMNIFICATION
---------------
Section 6.1. Entitlement to Indemnification. The Corporation shall, to the
------------ -------------------------------
extent that a determination of entitlement is made pursuant to, or to the extent
that entitlement to indemnification is otherwise accorded by, this Article,
indemnify every person who was or is a director, officer or employee of the
Corporation (hereinafter referred to as the "Indemnitee") who was or is involved
in any manner (including, without limitation, as a party or a witness), or is
threatened to be made so involved, in any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (including without limitation, any
investigation, claim, action, suit or proceeding by or in the right of the
Corporation) by reason of the fact that the Indemnitee is or was a director,
officer or employee of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, fiduciary or other
representative of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity (such investigation, claim, action, suit
or proceeding
15
hereinafter being referred to as a "Proceeding"), against any expenses and any
liability actually and in good faith paid or incurred by such person in
connection with such Proceeding; provided, that indemnification may be made
with respect to a Proceeding brought by an Indemnitee against the Corporation
only as provided in the last sentence of this Section 6.1. As used in this
Article, the term "expenses" shall include fees and expenses of counsel and
all other expenses (except any liability) and the term "liability" shall
include amounts of judgments, fines or penalties and amounts paid in
settlement. Indemnification may be made under this Article for expenses
incurred in connection with any Proceeding brought by an Indemnitee against
the Corporation only if (1) the Proceeding is a claim for indemnification
under this Article or otherwise, (2) the Indemnitee is successful in whole or
in part in the Proceeding for which expenses are claimed, or (3) the
indemnification for expenses is included in a settlement of, or is awarded by
a court in, a Proceeding to which the Corporation is a party.
Section 6.2. Advancement of Expenses. All expenses incurred in good faith
------------ ------------------------
by or on behalf of the Indemnitee with respect to any Proceeding shall, upon
written request submitted to the Secretary of the Corporation, be advanced to
the Indemnitee by the Corporation prior to final disposition of such Proceeding,
subject to any obligation which may be imposed by law or by provision in the
Articles, bylaws, an agreement or otherwise to repay the Corporation in certain
events.
Section 6.3. Indemnification Procedure.
------------ --------------------------
(a) To obtain indemnification under this Article, an Indemnitee shall
submit to the Secretary of the Corporation a written request, including such
supporting documentation as is reasonably available to the Indemnitee and
reasonably necessary to the making of a determination of whether and to what
extent the Indemnitee is entitled to indemnification. The Secretary of the
Corporation shall promptly thereupon advise the General Counsel in writing of
such request.
(b) The Indemnitee's entitlement to indemnification shall be determined by
a Referee (selected as hereinafter provided) in a written opinion. The Referee
shall find the Indemnitee entitled to indemnification unless the Referee finds
that the Indemnitee's conduct was such that, if so found by a court,
indemnification would be prohibited by Pennsylvania law.
(c) "Referee" means an attorney with substantial expertise in corporate law
who neither presently is, nor in the past five years has been, retained to
represent: (i) the
16
Corporation or the Indemnitee, or an affiliate of either of them, in any
matter material to either such party, except to act as a Referee in similar
proceedings, or (ii) any other party to the Proceeding giving rise to a claim
for indemnification under this Article. The Corporation's General Counsel, if
Disinterested (as hereinafter defined), or if not, the Corporation's senior
officer who is Disinterested, shall propose a Referee. The Secretary of the
Corporation shall notify the Indemnitee of the name of the Referee proposed,
whose appointment shall become final unless the Indemnitee, within 10 days of
such notice, reasonably objects to such Referee as not being qualified,
independent or unbiased. If the Corporation and the Indemnitee cannot agree on
the selection of a Referee, or if the Corporation fails to propose a Referee,
within 45 days of the submission of a written request for indemnification, the
Referee shall be selected by the American Arbitration Association. The General
Counsel or a senior officer shall be deemed Disinterested if not a party to
the Proceeding and not alleged in the pleadings as to the Proceeding to have
participated in the action, or participated in the failure to act, which is
the basis for the relief sought in the Proceeding.
(d) Notwithstanding any other provision of this Article, to the extent that
there has been a determination by a court as to the conduct of an Indemnitee
such that indemnification would not be prohibited by Pennsylvania law, or if an
Indemnitee would be entitled by Pennsylvania law to indemnification, the
Indemnitee shall be entitled to indemnification hereunder.
(e) A determination under this Section 6.3 shall be conclusive and binding
on the Company but not on the Indemnitee.
Section 6.4. Partial Indemnification. If an Indemnitee is entitled under
------------ ------------------------
any provision of this Article to indemnification by the Corporation of a
portion, but not all, of the expenses or liability resulting from a Proceeding,
the Corporation shall nevertheless indemnify the Indemnitee for the portion
thereof to which the Indemnitee is entitled.
Section 6.5. Insurance. The Corporation may purchase and maintain
------------ ----------
insurance to protect itself and any Indemnitee against expenses and liability
asserted or incurred by any Indemnitee in connection with any Proceeding,
whether or not the Corporation would have the power to indemnify such person
against such expense or liability by law, under an agreement or under this
Article. The Corporation may create a trust fund, grant a security interest or
use other means (including, without limitation, a letter of credit) to ensure
the payment of such amounts as may be necessary to effect indemnification.
17
Section 6.6. Agreements. The Corporation may enter into agreements with
------------ -----------
any director, officer or employee of the Corporation, which agreements may grant
rights to the Indemnitee or create obligations of the Corporation in furtherance
of, different from, or in addition to, but not in limitation of, those provided
in this Article, without shareholder approval of any such agreement. Without
limitation of the foregoing, the Corporation may obligate itself (1) to maintain
insurance on behalf of the Indemnitee against certain expenses and liabilities
and (2) to contribute to expenses and liabilities incurred by the Indemnitee in
accordance with the application of relevant equitable considerations to the
relative benefits to, and the relative fault of, the Corporation.
Section 6.7. Miscellaneous. The entitlement to indemnification and
------------ --------------
advancement of expenses provided for in this Article (1) shall be a contract
right, (2) shall not be exclusive of any other rights to which an Indemnitee may
otherwise be entitled under any Article, bylaw, agreement, vote of shareholders
or directors or otherwise, (3) shall continue as to a person who has ceased to
be a director, officer or employee and (4) shall inure to the benefit of the
heirs and legal representatives of any person entitled to indemnification or
advancement of expenses under this Article.
Section 6.8. Construction. If any provision of this Article shall be held
------------ -------------
to be invalid, illegal or unenforceable for any reason (1) such provision shall
be invalid, illegal or unenforceable only to the extent of such prohibition and
the validity, legality and enforceability of the remaining provisions of this
Article shall not in any way be affected or impaired thereby, and (2) to the
fullest extent possible, the remaining provisions of this Article shall be
construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.
Section 6.9. Effectiveness. This Article shall apply to every Proceeding
------------ --------------
other than a Proceeding filed prior to January 27, 1987, except that it shall
not apply to the extent that Pennsylvania law does not permit its application to
any breach of performance of duty or any failure of performance of duty by an
Indemnitee occurring prior to January 27, 1987.
Section 6.10. Amendment. This Article may be amended or repealed at any
------------- ----------
time in the future by vote of the directors without shareholder approval;
provided, that any amendment or repeal, or adoption of any Article of the
Restated Articles or any other bylaw of the Corporation, which has the effect of
limiting the rights granted to directors under this Article, shall require the
affirmative vote of at least 80% of the voting power of the then outstanding
shares of capital stock of the Corporation entitled to vote in an
18
annual election of directors, voting together as a single class. Any amendment
or repeal, or such Article or other bylaw, limiting the rights granted under
this Article shall operate prospectively only, and shall not limit in any way
the indemnification provided for herein with respect to any action taken, or
failure to act, by an Indemnitee prior thereto.
ARTICLE VII
CAPITAL STOCK
-------------
Section 7.1. Share Certificates. Every holder of fully-paid stock of the
------------ -------------------
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors may from time to time prescribe, and signed (in
facsimile or otherwise, as permitted by law) by the Chairman of the Board of
Directors, the Chief Executive Officer, the Vice Chairman of the Board of
Directors, the President or any Vice President and also by the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer, which certificate
or certificates shall represent and certify the number of shares of stock owned
by such holder. In case any officer, transfer agent or registrar who has signed
(in facsimile or otherwise, as permitted by law) any share certificate shall
cease to be such officer, transfer agent or registrar before the certificate is
issued, it may be issued by the Corporation with the same effect as if the
officer, transfer agent or registrar had not ceased to be such at the date of
its issue. The Board of Directors may authorize the issuance of certificates
for fractional shares or, in lieu thereof, scrip or other evidence of ownership,
which may (or may not) as determined by the Board of Directors entitle the
holder thereof to voting, dividends or other rights of shareholders.
Section 7.2. Transfer of Shares. Transfers of shares of stock of the
------------ -------------------
Corporation shall be made on the books of the Corporation only upon surrender to
the Corporation of the certificate or certificates for such shares properly
endorsed by the shareholder or by his assignee, agent or legal representative,
who shall furnish proper evidence of assignment, authority or legal succession,
or by the agent of one of the foregoing thereunto duly authorized by an
instrument duly executed and filed with the Corporation in accordance with
regular commercial practice.
Section 7.3. Holders of Record. The Corporation shall be entitled to treat
------------ ------------------
the holder of record of any share or shares of stock of the Corporation as the
holder and owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or
19
other claim to or interest in any share on the part of any person other than
the registered holder thereof, whether or not it shall have express or other
notice thereof, except as expressly provided by law. The Board of Directors
may fix a record date, within any applicable limits imposed by law or the
Restated Articles of Incorporation, for the determination of shareholders for
any purpose, including meetings, payment of dividends, allotment of rights and
reclassification, conversion or exchange of shares. The Board of Directors may
adopt a procedure whereby a shareholder of the Corporation may certify in
writing to the Corporation that all or a portion of the shares registered in
the name of the shareholder are held for the account of a specified person or
persons. The resolution of the Board of Directors adopting such a procedure
may set forth: (1) the classification of shareholder who may certify; (2) the
purpose or purposes for which the certification may be made; (3) the form of
certification and information to be contained therein; (4) if the
certification is with respect to a record date, the time after the record date
within which the certification must be received by the Corporation; and (5)
such other provisions with respect to the procedure as are deemed necessary or
desirable. Upon receipt by the Corporation of a certification complying with
the procedure, the persons specified in the certification shall be deemed, for
the purposes set forth in the certification, to be the holders of record of
the number of shares specified in place of the shareholder making the
certification.
Section 7.4. Replacement. Each duly appointed transfer agent and registrar
------------ ------------
of the Corporation may issue and register, respectively, from time to time,
without further action or approval by or on behalf of the Corporation, new
certificates of stock of the Corporation to replace certificates claimed to have
been lost, stolen, or destroyed, upon receipt by the transfer agent of an
Affidavit of Loss and Bond of Indemnity in such amount and upon such terms as
may be required by the transfer agent to protect the Corporation, the transfer
agent and registrar against all loss, cost or damage arising from the issuance
of such new certificates, provided that a Bond of Indemnity shall not be
required where not more than five shares of stock are involved.
20
ARTICLE VIII
MISCELLANEOUS
Section 8.1. Description of Seal. The corporate seal of the Corporation
------------ --------------------
shall be inscribed with the name of the Corporation, and the words "Corporate
Seal," and may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.
Section 8.2. Fiscal Year. The fiscal year of the Corporation shall be the
------------ ------------
calendar year.
Section 8.3. Gender. In these bylaws, words used in the masculine gender
------------ -------
shall include the feminine.
Section 8.4. Adoption, Amendment or Repeal of Bylaws. Except as otherwise
----------- -------------------------------- -------
provided by law, in the Restated Articles of Incorporation or in these bylaws,
new or additional bylaws may be adopted and these bylaws may be amended or
repealed by action of the Board of Directors at any regular or special meeting,
subject to the power of the shareholders to change such action.
__________________________________
CERTIFICATE
-----------
I, __________________________, Assistant Secretary of PPG Industries, Inc.,
a Pennsylvania corporation, hereby certify that the foregoing is a true and
correct copy of the bylaws of the Corporation.
Witness my hand and the corporate seal of the Corporation this ____ day of
________________.
_________________________________
Assistant Secretary
21