BYLAWS
OF
Tupperlake Plastics, Incorporated
ARTICLE I. SHAREHOLDERS' MEETING
SECTION 1. ANNUAL MEETING.
The annual meeting of the shareholders shall be held within five months
after the close of the fiscal year of the Corporation, for the purpose of
electing directors, and transacting such other business as may properly come
before the meeting.
SECTION 2. SPECIAL MEETINGS.
Special meetings of the shareholders may be called at any time by the Board
of Directors or by the President or the Secretary at the written request of the
holders of fifty per cent (50%) of the shares then outstanding and entitled to
vote thereat, or as otherwise required under the provisions of the Business
Corporation Law.
SECTION 3. PLACE OF MEETINGS.
All meetings of shareholders shall be held at the principal office of the
Corporation, or at such other places within or without the State of New York as
shall be designated in the notices or waivers of notice of such meetings.
SECTION 4. NOTICE OF MEETINGS.
(a) Written notice of each meeting of shareholders, whether annual or
special, stating the time when and place where it is to be held, shall be served
either personally or by mail, not less than ten or more than fifty days before
the meeting, upon each shareholder of record entitled to vote at such meeting,
and to any other shareholder to whom the giving of notice may be required by
law. Notice of a special meeting shall also state the purpose or purposes for
which the meeting is called, and shall indicate that it is being issued by, or
at the direction of, the person or persons calling the meeting. If, at any
meeting, action is proposed to be taken that would, if taken, entitle
shareholders to receive payment for their shares pursuant to the Business
Corporation Law, the notice of such meeting shall include a statement of that
purpose and to that effect. If mailed, such notice shall be directed to each
such shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to some other address, in which case, it shall be mailed to the address
designated in such request.
(b) Notice of any meeting need not be given to any person who may become a
shareholder of record after the mailing of such notice and prior to the meeting,
or to any shareholder who attends such meeting, in person or by proxy, or to any
shareholder who, in
person or by proxy, submits a signed waiver of notice either before or after
such meeting. Notice of any adjourned meeting of shareholders need not be given,
unless otherwise required by statute.
SECTION 5. QUORUM.
(a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
all meetings of shareholders of the Corporation, the presence at the
commencement of such meetings in person or by proxy of shareholders holding of
record a majority of the total number of shares of the Corporation then issued
and outstanding and entitled to vote, shall be necessary and sufficient to
constitute a quorum for the transaction of any business. The withdrawal of any
shareholder after the commencement of a meeting shall have no effect on the
existence of a quorum, after a quorum has been established at such meeting.
(b) Despite the absence of a quorum at any annual or special meeting of
shareholders, the shareholders, by a majority of the votes cast by the holders
of shares entitled to vote thereon, may adjourn the meeting. At any such
adjourned meeting at which a quorum is present, any business may be transacted
which might have been transacted at the meeting as originally called if a quorum
had been present.
SECTION 6. VOTING.
(a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.
(b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.
(c) Each shareholder entitled to vote or to express consent or dissent
without a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
shareholder himself, or by his attorney-in-fact thereunto duly authorized in
writing. No proxy shall be valid after the expiration of eleven months from the
date of its execution, unless the persons executing it shall have specified
therein the length of time it is to continue in force. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records of
the Corporation.
(d) Any resolutions in writing, signed by all of the shareholders entitled
to vote thereon, shall be and constitute action by such shareholders to the
effect therein expressed, with the same force and effect as if the same had been
duly passed by unanimous vote at a duly called meeting of shareholders and such
resolution so signed shall be inserted in the Minute Book of the Corporation
under its proper date.
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ARTICLE II. DIRECTORS
SECTION 1. NUMBER.
The affairs and the business of the Corporation, except as otherwise
provided in the Certificate of Incorporation, shall be managed by the Board of
Directors. The number of the directors of the Corporation shall be four (4),
unless and until otherwise determined by vote of a majority of the entire Board
of Directors. The number of Directors shall not be less than three, unless all
of the outstanding shares are owned beneficially and of record by less than
three shareholders, in which event the number of directors shall not be less
than the number of shareholders.
SECTION 2. HOW ELECTED.
At the annual meeting of shareholders, the persons duly elected by the
votes cast at the election held threat shall become the directors for the
ensuing year.
SECTION 3. TERM OF OFFICE.
The term of office of each of the directors shall be until the next annual
meeting of shareholders and thereafter until a successor has been elected and
qualified.
SECTION 4. DUTIES OF DIRECTORS.
The Board of Directors shall have the control and general management of the
affairs and business of the Corporation unless otherwise provided in the
certificate of Incorporation. Such directors shall in all cases act as a Board
regularly convened by a majority, and they may adopt such rules and regulations
for the conduct of their meetings, and the management and business of the
Corporation as they may deem proper, not inconsistent with these By-Laws and the
Laws of the State of New York.
SECTION 5. DIRECTORS' MEETINGS.
Regular meetings of the Board of Directors shall be held immediately
following the annual meetings of the shareholders, and at such other times as
the Board of Directors may determine. Special meetings of the Board of Directors
may be called by the President at any time and must be called by the President
or the Secretary upon the written request of two Directors.
SECTION 6. NOTICE OF SPECIAL MEETINGS.
Notice of special meetings of the Board of Directors shall be served
personally or by mail addressed to each Director at his last known address no
less than five or more than twenty days prior to the date of such meeting. The
notice of such meeting shall contain a statement of the business to be
transacted thereat. No business other than that specified in the call for the
meeting shall be transacted at any special meeting. Notice of special meeting
may be waived by any Director by written waiver or by personal attendance
thereat without protest of lack of notice to him.
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SECTION 7. QUORUM.
At any meeting of the Board of Directors, except as otherwise provided by
the Certificate of Incorporation, or by these By-Laws, a majority of the Board
of Directors shall constitute a quorum. However, a lesser number when not
constituting a quorum may adjourn the meeting from time to time until a quorum
shall be present or represented.
SECTION 8. VOTING.
Except as otherwise provided by statute, or by the Certificate of
Incorporation, or by these By-Laws, the affirmative vote of a majority of the
Directors present at any meeting of the Board of Directors at which a quorum is
present shall be necessary for the transaction of any item of business thereat.
Any resolution in writing, signed by all of the directors entitled to vote
thereon, shall be and constitute action by such directors to the effect therein
expressed, with the same force and effect as if the same had been duly passed by
unanimous vote at a duly called meeting of directors and such resolution so
signed shall be inserted in the Minute Book of the Corporation under its proper
date.
SECTION 9. VACANCIES.
Unless otherwise provided in the Certificate of Incorporation, vacancies in
the Board of Directors occurring between annual meetings of the shareholders
shall be filled for the unexpired portion of the term by a majority vote of the
remaining Directors, even though less than a quorum exists.
SECTION 10. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed, either with or without cause at
any time by a vote of the shareholders at any meeting called for such purpose.
SECTION 11. RESIGNATION.
Any director may resign at any time by giving written notice to the Board
of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 12. SALARY.
No stated salary shall be paid to directors, as such, for their services,
but by resolution of the Board of Directors a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation thereof.
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SECTION 13. CONTRACTS.
(a) No contract or other transaction between this Corporation and any other
Corporation shall be impaired, affected or invalidated, nor shall any director
be liable in any way by reason of the fact that any one or more of the directors
of this Corporation is or are interested in, or is a director or officer, or are
directors or officers of such other Corporation, provided that such facts are
disclosed or made known to the Board of Directors.
(b) Any director, personally and individually, may be interested in any
contract or transaction of this Corporation, and no director shall be liable in
any way by reason of such interest, provided that the fact of such interest be
disclosed or made known to the Board of Directors, and provided that the Board
of Directors shall authorize, approve or ratify such contract or transaction by
the vote (not counting the vote of any such director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair or invalidate or in any way affect any contract or other transaction
which would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 14. COMMITTEES.
The Board of Directors, by resolution adopted by a majority of the entire
Board, may from time to time designate from among its members an executive
committee and such other committees, and alternate members thereof, as they deem
desirable, each consisting of three or more members, with such powers and
authority (to the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of the Board.
ARTICLE III. OFFICERS
SECTION 1. NUMBER OF OFFICERS.
(a) The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other officers, including a Chairman of the
Board of Directors, and one or more Vice Presidents, as the Board of Directors
may from time to time deem advisable. Any officer other than the Chairman of the
Board of Directors may be, but is not required to be, a director of the
Corporation. Any officer may hold more than one office except the same person
may not hold the office of President and Secretary.
SECTION 2. ELECTION OF OFFICERS.
Officers of the Corporation shall be elected at the first meeting of the
Board of Directors. Thereafter, and unless otherwise provided in the Certificate
of Incorporation, the officers of the Corporation shall be elected annually by
the Board of Directors at its meeting held immediately after the annual meeting
of shareholders and shall hold office for one year until their successor have
been duly elected and qualified.
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SECTION 3. REMOVAL OF OFFICERS.
Any other officer elected by the Board of Directors may be removed, with or
without cause, and a successor elected, by vote of the Board of Directors,
regularly convened at a regular or special meeting. Any officer elected by the
shareholders may be removed, with or without cause, and a successor elected, by
vote of the shareholders, regularly convened at an annual or special meeting.
SECTION 4. PRESIDENT.
The President shall be the chief executive officer of the Corporation and
shall have general charge of the business, affairs and property thereof, subject
to direction of the Board of Directors, and shall have general supervision over
its officers and agents. He shall, if present, preside at all meetings of the
Board of Directors in the absence of a Chairman of the Board and at all meetings
of shareholders. He may do and perform all acts incident to the office of
President.
SECTION 5. VICE-PRESIDENT.
In the absence of or inability of the President to act, the Vice-President
shall perform the duties and exercise the powers of the President and shall
perform such other functions as the Board of Directors may from time to time
prescribe.
SECTION 6. SECRETARY.
The Secretary shall:
(a) Keep the minutes of the meetings of the Board of Directors and of the
shareholders in appropriate books.
(b) Give and serve all notice of all meetings of the Corporation.
(c) Be custodian of the records and of the seal of the Corporation and
affix the latter to such instruments or documents as may be authorized by the
Board of Directors.
(d) Keep the shareholder records in such a manner as to show at any time
the amount of shares, the manner and the time the same was paid for, the names
of the owners thereof alphabetically arranged and their respective places of
residence, or their Post Office addresses, the number of shares owned by each of
them and the time at which each person became owner, and keep such shareholder
records available daily during the usual business hours at the office of the
Corporation subject tot he inspection of any person duly authorized, as
prescribed by law.
(e) Do and perform all other duties incident to the office of Secretary.
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SECTION 7. TREASURER.
The Treasurer shall:
(a) Have the care and custody of and be responsible for all of the funds
and securities of the Corporation and deposit of such funds in the name and to
the credit of the Corporation in such a bank and safe deposit vaults as the
Directors may designate.
(b) Exhibit at all reasonable times his books and accounts to any Director
or shareholder of the Corporation upon application at the office of the
Corporation during business hours.
(c) Render a statement of the condition of the finances of the Corporation
at each stated meeting of the Board of Directors if called upon to do so, and a
full report at the annual meeting of shareholders. He shall keep at the office
of the Corporation correct books of account of all of its business and
transactions and such books of account as the Board of Directors may require. He
shall do so and perform all other duties incident to the office of Treasurer.
SECTION 8. DUTIES OF OFFICERS MAY BE DELEGATED.
In the case of the absence of any officer of the Corporation, or for any
reason the Board may deem sufficient, the Board may, except as otherwise
provided by these By-Laws, delegate the powers or duty of such officers to any
other officer or any Director for the time being, provided a majority of the
entire Board concur therein.
SECTION 9. VACANCIES - HOW FILLED.
Should any vacancy in any office occur by death, resignation or otherwise,
the same shall be filled, without undue delay, by the Board of Directors at its
next regular meeting or at a special meeting called for that purpose, except as
otherwise provided in the Certificate of Incorporation.
SECTION 10. COMPENSATION OF OFFICERS.
The officers shall receive such salary or compensation as may be fixed and
determined by the Board of Directors, except as otherwise provided in the
certificate of Incorporation.
ARTICLE IV. CERTIFICATES REPRESENTING SHARES
SECTION 1. ISSUE OF CERTIFICATES REPRESENTING SHARES.
The President shall cause to be issued to each initial shareholder one or
more certificates, under the seal of the Corporation, signed by the President
(or Vice-President) and the Treasurer (or Secretary) certifying the number of
shares owned by him in the Corporation. No more shares shall be issued by the
President or any other officer after the initial issuance of the original 200
shares without the consent of the owners of at least 150 of the original 200
shares,
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nor will any other class of stock be authorized or issued without the consent of
the owners of 150 of the original 200 shares of stock.
SECTION 2. LOST OR DESTROYED CERTIFICATES.
The holder of any certificate representing shares of the Corporation shall
immediately notify the corporation of any loss or destruction of the certificate
representing the same. The Corporation may issue a new certificate in the place
of any certificate theretofore issued by it, alleged to have been lost or
destroyed. On production of such evidence of loss or destruction as the Board of
Directors in its discretion may require, the Board of Directors may, in its
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the Corporation a bond in such sum as the Board may
direct, and with such surety or sureties as may be satisfactory to the Board, to
indemnify the Corporation against any claims, loss, liability or damage it may
suffer on account of the issuance of the new certificate. A new certificate may
be issued without requiring any such evidence or bond when, in the judgment of
the Board of Directors, it is proper so to do.
SECTION 3. TRANSFERS OF SHARES.
(a) Transfers of shares of the Corporation shall be made on the shares
records of the Corporation only by the holder of record thereof, in person or by
his duly authorized attorney, upon surrender for cancellation of the certificate
or certificates representing such shares, with an assignment or power of
transfer endorsed thereon or delivered therewith, duly executed, with such proof
of the authenticity of the signature and of authority to transfer and of payment
of transfer taxes as the Corporation or its agents may require.
(b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and, accordingly,
shall not be bound to recognize any legal, equitable or other claim to, or
interest in, such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise expressly
provided by law.
ARTICLE V. SEAL
The seal of the Corporation shall be as follows:
ARTICLE VI. DIVIDENDS OR OTHER DISTRIUBTIONS
The Corporation, by vote of the Board of Directors, may declare and pay
dividends or make other distributions in cash or its bonds or its property on
its outstanding shares to the extent as provided and permitted by law, unless
contrary to any restriction contained in the Certificate of Incorporation.
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ARTICLE VII. NEGOTIABLE INSTRUMENTS
All checks, notes or other negotiable instruments shall be signed on behalf
of this Corporation by such of the officers, agents and employees as the Board
of Directors may from time to time designate, except as otherwise provided in
the certificate of Incorporation.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Corporation shall be determined by
resolution of the Board of Directors.
ARTICLE IX. AMENDMENTS
SECTION 1. BY SHAREHOLDERS.
All by-laws of the Corporation shall be subject to alteration or repeal,
and new by-laws may be made, by a majority vote of the shareholders at the time
entitled to vote in the election of directors.
SECTION 2. BY DIRECTORS.
The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, by-laws of the Corporation; provided, however, that
the shareholders entitled to vote with respect thereto as in this Article IX
above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or of the Board of Directors, or to change
any provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders. If any by-law regulating an impending election of directors is
adopted, amended or repealed by the Board of Directors, there shall be set forth
in the notice of the next meeting of shareholders for the election of directors,
the by-law so adopted, amended or repealed, together with a concise statement of
the changes made.
ARTICLE X. OFFICES
The offices of the Corporation shall be located in the City, County and
State designated in the Certificate of Incorporation. The Corporation may also
maintain offices at such other places within or without the United Sates as the
Board of Directors may, from time to time, determine.
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The undersigned Incorporator certifies that he has adopted the foregoing
by-laws as the first by-laws of the Corporation, in accordance with the
requirements of the Business Corporation Law.
Dated: 9/1/89
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/s/
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Incorporator