EXHIBIT 3.2
BY-LAWS
SONOCO PRODUCTS COMPANY
HARTSVILLE, S.C.
(Incorporated under the laws of the
State of South Carolina)
Revised through February, 2003
ARTICLE I - OFFICE
1. THE PRINCIPAL OFFICE of the corporation shall be at
Hartsville, Darlington County, South Carolina.
2. THE CORPORATION may also have offices at such other places as
the Board of Directors may from time to time determine or as the business of the
corporation may require.
ARTICLE II - SHAREHOLDERS' MEETINGS
1. THE PLACE OF ALL MEETINGS of shareholders shall be at
Hartsville, Darlington County, State of South Carolina.
2. THE ANNUAL MEETING of the shareholders of the corporation for
the election of directors and for the transaction of such other business as may
properly come before the meeting shall be held each year on the third Wednesday
of April at 11:00 A.M., or such other date as the Board of Directors may, in its
discretion, choose.
3. SPECIAL MEETINGS OF SHAREHOLDERS for any purpose or purposes
may be called by or at the direction of the Board of Directors, or by the
Chairman of the Board of Directors, or by the President. Special meetings shall
be called by the Chairman of the Board of Directors at the request of: (a)
holders of Preferred Stock as may be provided in provisions of the Articles of
Incorporation at the time in effect with respect to the rights, preferences,
privileges, limitations and conditions affecting the capital stock of the
corporation; or (b) shareholders to the extent required by applicable law.
Business to be transacted at all special meetings shall be confined to the
purpose or purposes stated in the notice of the meeting. The time, date and
place of any special meeting shall be determined by the Chairman of the Board of
Directors, except as otherwise required by the Articles of Incorporation.
4. NOTICE of the time, date and place of the annual meeting and
any special meeting of shareholders shall be given by the corporation by
transmitting written or printed notice of the same not less than twenty (20)
days nor more than sixty (60) days prior to the meeting to each shareholder of
record of the corporation entitled to notice of such meeting, addressed to the
shareholder at such shareholder's address appearing on the stock transfer books
of the corporation. Such notice may be amended or withdrawn after it is given in
the discretion of the Chairman of the
Board of Directors.
NOTICE SHALL BE DEEMED TO HAVE BEEN GIVEN when actually received or
when deposited with postage prepaid in the United States mail, addressed to the
shareholder at the address appearing on the stock transfer books of the
corporation.
A RECORD DATE may be set by the Board of Directors for a date which is
not less than ten (10) nor more than seventy (70) days preceding the date of any
meeting of the shareholders, as a record date for the determination of the
shareholders entitled to notice of and to vote at any such meeting or
adjournment thereof.
5. A COMPLETE LIST OF SHAREHOLDERS ENTITLED TO NOTICE at the
annual shareholders' meeting or any adjournment thereof, or any special meeting
of the shareholders or adjournment thereof, shall be prepared by the
corporation, such list to be arranged by voting group in alphabetical order with
each shareholder's address appearing on the stock transfer books of the
corporation, showing the number of voting shares held by each shareholder,
subject to the provisions of the laws of the State of South Carolina.
6. THE VOTING AT ALL MEETINGS of the shareholders may be by voice
vote, but any shareholder entitled to vote may demand a stock vote whereupon
such stock vote shall be taken by ballot, each of which shall state the name of
the shareholder voting and the number of shares voted by him; and if such
ballots be cast by proxy, it shall also state the name of such proxy.
7. EVERY SHAREHOLDER HAVING THE RIGHT TO VOTE at any meeting of
the shareholders shall be entitled to vote in person or by proxy. A proxy may be
appointed either (a) by an instrument in writing subscribed by such shareholder,
or (b) by any other means permitted under applicable law; provided, however, the
Board of Directors shall have the authority, in its discretion, to prescribe or
limit a particular method or methods by which appointment of a proxy must be
made with respect to a vote on any matter. Unless otherwise provided in the
Articles of Incorporation, each shareholder entitled to vote shall have one vote
for each share of stock having voting power registered in his name on the books
of the corporation as of the record date set by the Board of Directors.
NO PROXY SHALL BE VALID after the expiration of eleven (11) months from
its execution.
8. A QUORUM as to any matter to come before any annual or special
meeting of shareholders shall consist of shareholders representing, either in
person or by proxy, a majority of shares of each voting group entitled to vote
on such matter. A majority of the votes cast on such matter shall decide any
question that may come before such meeting except as otherwise provided by law
and except as otherwise may be provided by provisions of the Articles of
Incorporation at the time in effect with respect to the rights, preferences,
privileges, limitations and conditions affecting shares of the corporation.
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9. IN THE ABSENCE OF A QUORUM at a properly called shareholders'
meeting, such meeting may be adjourned from time to time by the Chairman as
provided in Section 12 of this Article. If the meeting is adjourned for thirty
(30) days or more, a notice of such adjournment shall be sent to all
shareholders entitled to vote thereat stating the time and place of holding such
adjourned meeting.
10. NO NOTICE OF ANY ADJOURNED MEETING for less than thirty (30)
days need be given if the time and place of the adjourned meeting are announced
at the meeting at which the adjournment is taken.
11. RESOLUTIONS TO BE VOTED ON BY SHAREHOLDERS, other than
resolutions proposed by the Board of Directors, shall be submitted to the
Secretary of the corporation in writing not less than seventy-five (75) days
prior to the meeting at which the vote is to occur. No resolution shall be
considered at any meeting of shareholders unless such resolution is proposed by
the Board of Directors or by a shareholder of record at the date of submission
to the Secretary and on the record date for the meeting. The person presiding at
the meeting, in addition to making any other determinations that may be
appropriate to the conduct of the meeting, shall determine whether such notice
has been duly given and shall direct that proposals and nominees not be
considered if such notice has not been duly given.
12. THE PRESIDING OFFICER OF ALL SHAREHOLDERS' MEETINGS shall be
the Chairman of the Board of Directors unless he or the Board of Directors shall
designate some other person to preside at the meeting. The presiding officer
may, in his discretion, adjourn any meeting to such later date and time as he
shall state whether or not there is a quorum present at the time of such
adjournment. The presiding officer shall determine the manner in which the
meeting shall be conducted, including the order of business, and all rulings of
the presiding officer shall be final and binding. The presiding officer may, in
his discretion, designate various persons to perform tasks associated with the
conduct of the meeting.
ARTICLE III - DIRECTORS
1. THE MANAGEMENT of all the affairs, property and the business
of the corporation shall be vested in a Board of Directors. The number of
directors of the corporation shall be (i) the number fixed from time to time by
the Board of Directors, which number shall not be less than nine, plus (ii) any
directors elected exclusively by the holders of Preferred Stock as provided in
the corporation's Articles of Incorporation. Directors shall be shareholders,
each owning not less than one hundred (100) shares of the voting stock of the
corporation. The directors need not be residents of the State of South Carolina.
2. EXCEPT FOR ANY DIRECTOR elected exclusively by the holders of
Preferred Stock, the Board of Directors shall be divided into three classes of
as nearly equal size as possible in accordance with the provisions of the
Articles of Incorporation.
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3. ALL DIRECTORS SHALL SERVE until their successors shall have
been duly elected and qualify or until their earlier resignation, retirement,
removal from office, death or incapacity except as otherwise provided by
provisions of the Articles of Incorporation with respect to the rights,
preferences, privileges, limitations and conditions affecting the shares of the
corporation. No reduction in the size of the Board of Directors shall have the
effect of shortening the term of any director in office at the time.
4. ALL DIRECTORS OF AN EXPIRING CLASS shall be eligible for
re-election to the Board of Directors.
5. ALL VACANCIES OCCURRING IN THE BOARD OF DIRECTORS whether
caused by resignation, death, increase in number of directors, or otherwise may
be filled by a majority vote of the remaining directors, even if such number
would not constitute a quorum.
6. RETIREMENT OF DIRECTORS shall be automatic upon each reaching
the age of seventy-two (72), and a special meeting of the Board of Directors may
be called to fill the vacancy thus created by the retirement.
7. REMOVAL OF A DIRECTOR OR THE ENTIRE BOARD OF DIRECTORS for
cause shall only be accomplished by a vote of the holders of at least a majority
of the outstanding shares then entitled to vote at an election for such
Directors, subject to the provisions of the laws of the State of South Carolina
and the Articles of Incorporation. Directors may be removed only for cause as
defined by the South Carolina Business Corporation Act.
8. A CHAIRMAN OF THE BOARD OF DIRECTORS may be elected by the
Board of Directors from one of their number to serve for one year in the
discretion of the Board of Directors. The Chairman of the Board of Directors
shall preside at all meetings of the directors and perform the duties and have
the powers set forth in these by-laws and shall have such additional duties and
powers as may be specified by the Board of Directors.
9. REGULAR MEETINGS OF THE BOARD OF DIRECTORS shall be held
quarterly and ten (10) days written notice shall be given prior to the meeting
date. The date of each quarterly meeting shall be decided upon by the Chairman
of the Board of Directors or by the President or, in their absence, by any two
Vice Presidents or by any two directors.
10. SPECIAL MEETINGS of the Board of Directors may be called at
any time to be held at the principal office of the corporation at Hartsville,
South Carolina or elsewhere by:
(a) The Chairman of the Board of Directors;
(b) The President;
(c) Unanimous written consent of all the members at any
time and place without notice; or
(d) The presence of all members at such meeting.
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Notice of all special meetings of the Board of Directors shall
be given to each director at such director's address given to the Secretary for
the purpose of giving notices, by telegram, telephone, facsimile, letter, or
other reasonable means reasonably calculated to be received not less than
twenty-four hours prior to the meeting. Notice of a meeting of the directors
need not be given to any director who signs a waiver of notice either before or
after the meeting.
11. NOTICE OF ADJOURNMENT OF A MEETING OF THE BOARD OF DIRECTORS
need not be given if the time and place to which it is adjourned are fixed and
announced at such meeting.
12. 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.
13. A QUORUM at any meeting of the Board of Directors shall
consist of a majority of the total number of directors then in office, but less
than a quorum may adjourn the meeting which may be held on a subsequent date
without further notice if the time and place to which it is adjourned are fixed
and announced at such meeting.
14. COMPENSATION shall be paid directors not otherwise currently
employed by the corporation for their services in such form and in such amount
as may be determined by Resolution of the Board of Directors. Directors may be
paid differing amounts in recognition of the requirements of various assignments
undertaken such as chairman or as members of committees.
ARTICLE IV - OFFICERS
1. THE OFFICERS OF THE CORPORATION shall consist of a President,
one or more Vice Presidents, a Secretary and Treasurer who shall be appointed
for one year by the directors at their first meeting after the annual meeting of
shareholders and who shall hold office until their successors are appointed and
qualify. The position of Vice President and Treasurer and/or Secretary and
Treasurer and/or Vice President and Secretary may be united in one person. The
Board of Directors may also appoint one or more Assistant Secretaries and
Assistant Treasurers. The Board of Directors may alter or modify the duties of
any officer set forth herein.
2. THE CHAIRMAN OF THE BOARD OF DIRECTORS may be designated by
the Board of Directors as the Chief Executive Officer of the corporation and, in
such case, the Chairman shall possess the same power as the President to sign
all certificates, contracts and other instruments of the corporation which may
be authorized by the Board of Directors and shall perform all such other duties
as are incident to his office or are properly required of him by the Board of
Directors. Otherwise, the Chairman of the Board of Directors shall not be an
officer of the corporation.
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3. THE PRESIDENT shall have general supervision of the affairs of
the corporation, shall sign or countersign all certificates, contracts and other
instruments of the corporation as authorized by the Board of Directors, shall
make reports to the Board of Directors and shareholders and shall perform all
such other duties as are incident to his office or are properly required of him
by the Board of Directors.
4. THE VICE PRESIDENTS, in the order designated by the Board of
Directors, shall exercise the functions of the President during the absence or
disability of the President and the Chairman of the Board of Directors. Each
Vice President shall have such powers and discharge such duties as may be
assigned to him from time to time by the Board of Directors.
5. THE SECRETARY shall issue notices for all meetings, shall keep
minutes of all meetings, shall have charge of the seal and corporate books,
shall have responsibility to authenticate corporate documents, shall sign with
the President such instruments that require his signature, shall make such
reports and shall perform such other duties as are incident to his office or are
properly required of him by the Board of Directors.
6. THE ASSISTANT SECRETARIES, in the order designated by the
Board of Directors, shall in the absence or disability of the Secretary, or as
delegated by the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties as the Board of Directors may
prescribe.
7. THE TREASURER shall have custody of all funds and securities
of the corporation and shall keep regular books of account. He shall disburse
the funds of the corporation in payment of just demands against the corporation
or as may be ordered by the Board of Directors, taking proper vouchers for
disbursements, and shall render to the Board of Directors from time to time as
may be required of him an account of all his transactions as Treasurer and of
the financial condition of the corporation. He shall perform all duties incident
to his office or which are properly required of him by the Board of Directors.
8. THE ASSISTANT TREASURERS, in the order designated by the Board
of Directors, shall in the absence or disability of the Treasurer, or as
delegated by the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties as the Board of Directors may
prescribe.
9. IN THE CASE OF ABSENCE OR INABILITY TO ACT of any officer of
the corporation or of any person herein authorized to act in his place, the
Board of Directors may from time to time delegate the powers or duties of such
officer to any other officer or any director or other person whom it may select.
10. VACANCIES in any office may be filled by the directors at any
regular or special meeting.
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11. THE SALARIES of all officers receiving both officer
compensation and officer benefits shall be fixed by the Board of Directors.
ARTICLE V - SHARES
1. CERTIFICATES FOR SHARES, Common and Preferred, respectively,
shall be issued in numerical order, and each shareholder shall be entitled to a
certificate signed by the Chairman of the Board of Directors or by the President
or any Vice President and by the Secretary or Treasurer of the corporation or
bearing the facsimile signatures of such officers and bearing the corporate seal
or a facsimile thereof. A record of such certificates issued shall be kept by
the corporation or a designated transfer agent and/or registrar. No certificate
shall be issued covering or evidencing a fractional part of a share of either
Common or Preferred shares but in lieu thereof the corporation may issue script
in registered or bearer form over the manual or facsimile signature of an
officer of the corporation or of its agents, exchangeable as therein provided
for full shares, but such script shall not entitle the holder to any right of a
shareholder except as therein provided. Such script may be issued subject to the
condition that it shall become void if not exchanged for certificates
representing full shares before a specified date or, subject to the condition
that the shares for which such script is exchangeable, may be sold by the
corporation and the proceeds thereof distributed to the holders of such script
or subject to any other conditions which the Board of Directors may determine.
2. TRANSFERS OF SHARES shall be made only upon the transfer books
of the corporation kept at the principal office of the corporation or by a
transfer agent designated to transfer the Common or Preferred shares; and before
a new certificate is issued, the old certificate must be surrendered for
cancellation.
3. REGISTERED HOLDERS only shall be entitled to be treated by the
corporation as holders in fact of the shares standing in their respective names
at their respective addresses appearing in the stock transfer books of the
corporation, and the corporation shall not be bound to recognize any equitable
or other claim to or interest in any share on the part of any person, whether or
not it shall have express or other notice thereof.
4. IN CASE OF LOSS OR DESTRUCTION BY A SHAREHOLDER of the
original certificate, another may be issued in its place upon proof of such loss
or destruction and upon the giving of a satisfactory bond of indemnity to the
corporation and/or to the transfer agent of such shares, subject to the
provisions of the laws of the State of South Carolina.
5. TRANSFER AGENTS OR REGISTRARS of the Common or Preferred
shares of the corporation may from time to time be designated by the Board of
Directors which may provide for their countersigning of share certificates.
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ARTICLE VI - DIVIDENDS AND FINANCE
1. THE BOARD OF DIRECTORS MAY DECLARE and the corporation may pay
dividends at such time as the Board of Directors may designate on its
outstanding shares, in cash or property or from authorized but unissued shares
and may declare stock splits, but no dividends or splits shall be declared that
shall impair the capital stock of the corporation or violate any right,
preference, privilege, limitation or condition affecting any class of shares of
the corporation as fixed and determined by the shareholders or that shall
violate any agreement or undertaking made by the corporation or that shall not
conform to the laws of the State of South Carolina.
2. THE FUNDS of the corporation shall be deposited in the name of
the corporation in such bank or banks or trust company or trust companies as the
Board of Directors may designate and shall be drawn out by checks signed by any
two officers or any two designated employees or by an officer together with a
designated employee or by the use of facsimile signatures in lieu thereof.
3. THE FISCAL year of the corporation shall begin on the first
day of January in each year unless otherwise provided by the Board of Directors.
ARTICLE VII - SEAL
1. THE CORPORATE SEAL shall consist of two concentric circles
between which are written the words, "SONOCO PRODUCTS COMPANY, S.C.," and in the
center of which is written "INCORPORATED 1899," and such seal is impressed on
the margin hereof, has been and is hereby adopted as the corporate seal of the
corporation. Failure to affix the seal to a document shall not in any way affect
the validity of the document.
ARTICLE VIII - INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
1. Any present or former director, officer or employee of the
corporation or any person who, at the request of the corporation, may have
served as director or officer of another corporation in which it owns shares or
of which it is a creditor shall be entitled to reimbursement of expenses and
other liabilities to the maximum extent permitted by the laws of the State of
South Carolina or by order of any Court having jurisdiction in any action or
proceeding to which he is a party by reason of being or having been a director,
officer or employee.
ARTICLE IX - AMENDMENTS
1. The By-Laws may be amended, repealed or altered, in whole or
in part, or new By-Laws adopted, by a majority of the outstanding shares of the
corporation entitled to vote at any annual meeting of the shareholders of the
corporation or at any special meeting called for such purpose or, to the extent
permitted by law, by a majority of the Board of Directors at any regular meeting
or special meeting called for that purpose; PROVIDED, HOWEVER, that no such
amendment, repeal, alteration or adoption shall violate any right, preference,
privilege, limitation or condition
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affecting any class of stock of the corporation as fixed and determined by
shareholders or, acting under or pursuant to authority in the Articles of
Incorporation, by the Board of Directors, or violate any agreement or
understanding made by the corporation; and PROVIDED FURTHER that Article III,
Sections 1, 2, 7, and Article IX, Section 1, of the By-Laws may not be amended,
repealed or altered, in whole or in part, and no By-Law may be amended,
repealed, altered or adopted which is inconsistent with any of such Sections or
either Article 4 or Article 9 of the Articles of Incorporation, other than by an
affirmative vote of shareholders sufficient to amend Articles 4 and 9 of the
Articles of Incorporation of the corporation.
ARTICLE X - SUITS BY SHAREHOLDERS
1. No shareholder shall bring any action in law or in equity
against the corporation, or any of its officers or directors which is based on
any right of the shareholder as a shareholder except in compliance with the
following conditions:
a. The shareholder shall have first presented the substance of
the complaint to the corporation in writing in sufficient
detail to permit the corporation to determine the validity of
the complaint. Such complaint shall have been submitted to the
Secretary of the corporation not less than 90 days prior to
the commencement of a legal proceeding.
b. The legal proceeding shall be commenced and maintained in a
court of competent jurisdiction in the State of South Carolina
or in the United States District Court for the District of
South Carolina.
ARTICLE XI - CONTROL SHARE ACQUISITIONS
1. Except as otherwise provided herein, terms in this Article
shall have the meaning assigned to such terms in Article 1 of Chapter 2 of Title
35 of the Code of Laws of South Carolina, 1976, as amended (the "Control Share
Acquisitions Act").
2. The corporation is authorized, but not required, to redeem
control shares as provided in Section 35-2-110 of the Code of Laws of South
Carolina, 1976, as amended. The fair value of such shares and the price at which
they shall be redeemed shall be the lesser of the lowest price paid by the
holder of the shares being redeemed in the ninety days immediately preceding the
date on which the control share acquisition occurred or the average closing
price of the shares on the ten trading days immediately preceding the earlier
of: (i) a public announcement of the acquiring person's acquisition of, or plan
to acquire, shares; or (ii) ten days prior to the date on which the acquiring
person would be required to file a Schedule 13D pursuant to Section 13(d) of the
Securities Exchange Act of 1934. In the event that the corporation exercises its
right to redeem control shares, it shall give written notice of such redemption
to the record owner of such shares. Upon receipt of such notice, such shares
shall be deemed to have been redeemed and the rights of the holder of such
shares shall be limited to the right to receive payment for such shares. Payment
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for shares redeemed shall be made within two business days after surrender to
the corporation of the certificates for the shares redeemed.
3. For purposes of determining whether a control share
acquisition has occurred, whether shares are control shares, what are interested
shares and other rights with respect to control shares under the Control Share
Acquisitions Act, all shares tendered in response to any tender offer or made
subject to any option (other than an option granted by the corporation) shall be
considered to be held by the members of a group with respect to a control share
acquisition. Such group shall include all tendering shareholders and option
granting shareholders as well as the persons to whom or for whose benefit the
shares were tendered or optioned.
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