EXHIBIT 3.2
BY-LAWS
OF
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
(as Amended and Restated on and through April 24, 2003)
With excerpts from the emergency provisions of
the Delaware General Corporation Law appended
Table of Contents*
Page
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CAPITAL STOCK
1. CERTIFICATES...................................................... 1
2. RECORD OWNERSHIP.................................................. 1
3. TRANSFER.......................................................... 1
4. LOST CERTIFICATES................................................. 1
5. TRANSFER AGENT; REGISTRAR......................................... 2
6. RECORD DATE; CLOSING TRANSFER BOOKS............................... 2
MEETINGS OF STOCKHOLDERS
7. ANNUAL............................................................ 2
8. SPECIAL........................................................... 3
9. NOTICE............................................................ 3
10. QUORUM............................................................ 3
11. ORGANIZATION...................................................... 3
12. VOTING............................................................ 3
13. INSPECTORS OF ELECTION............................................ 4
14. LIST OF STOCKHOLDERS.............................................. 4
15. ADVANCE NOTICE OF STOCKHOLDER PROPOSALS........................... 5
BOARD OF DIRECTORS
16. NUMBER, ELECTION AND TERM OF OFFICE............................... 6
17. ELIGIBILITY....................................................... 6
18. ADVISORY DIRECTORS................................................ 7
19. NOMINATIONS....................................................... 7
20. VACANCIES......................................................... 8
21. REMOVAL OF DIRECTORS.............................................. 8
22. RESIGNATION....................................................... 8
23. ANNUAL MEETING.................................................... 8
24. REGULAR MEETINGS.................................................. 8
25. SPECIAL MEETINGS.................................................. 9
26. TELEPHONIC MEETINGS............................................... 9
27. QUORUM............................................................ 9
28. ACTION WITHOUT MEETING............................................ 10
29. ORGANIZATION...................................................... 10
30. COMPENSATION...................................................... 10
COMMITTEES OF THE BOARD
31. STANDING AND OTHER COMMITTEES..................................... 10
32. PROCEDURE......................................................... 11
33. AUDIT COMMITTEE................................................... 11
34. COMPENSATION COMMITTEE............................................ 11
35. NOMINATING & GOVERNANCE COMMITTEE................................. 11
36. ALTERNATES; VACANCIES IN COMMITTEES............................... 12
OFFICERS
37. DESIGNATION;ELECTION; QUALIFICATION; TERM......................... 12
38. DUTIES............................................................ 12
39. RESIGNATION;REMOVAL; VACANCIES.................................... 12
40. CHIEF EXECUTIVE OFFICER........................................... 13
41. CHAIRMAN OF THE BOARD, VICE CHAIRMAN OF THE BOARD
AND PRESIDENT................................................... 14
42. VICE PRESIDENTS................................................... 14
43. CHIEF FINANCIAL OFFICER........................................... 14
44. CONTROLLER........................................................ 15
45. SECRETARY......................................................... 15
46. TREASURER......................................................... 16
MISCELLANEOUS
47. OFFICERS.......................................................... 16
48. SEAL.............................................................. 16
49. FISCAL YEAR....................................................... 16
50. ANNUAL REPORT..................................................... 16
51. INDEMNIFICATION OF DIRECTORS AND OFFICERS......................... 17
52. RELIANCE ON RECORDS............................................... 19
53. INSPECTION OF BOOKS............................................... 19
54. TRANSACTIONS WITH THE CORPORATION................................. 19
55. RATIFICATION...................................................... 19
56. VOTING OF STOCKS.................................................. 20
57. NOTICE............................................................ 20
58. WAIVER OF NOTICE.................................................. 20
59. DISPENSING WITH NOTICE............................................ 21
60. AMENDMENTS........................................................ 22
Emergency Provisions from Section 110 Delaware General Corporation Law 22
*This Table of Contents has not been adopted by the Board of Directors as part
of the By-Laws of the Corporation, but is provided solely for the convenience of
the reader.
BY-LAWS
OF
SCHWEITZER-MAUDUIT INTERNATIONAL, INC.
(as Amended and Restated on and through April 24, 2003)
Note: For convenience, the masculine has been used in these By-Laws
with the intention that it include the feminine as well.
CAPITAL STOCK
1. CERTIFICATES
Every stockholder shall be entitled to have a certificate in such form
as the Board shall from time to time approve, signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
certifying the number of shares owned by such stockholder. Any or all of the
signatures on the certificate and the corporate seal may be facsimiles. In case
any officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue. While the corporation is
authorized to issue more than one class of stock or more than one series of any
class, there shall be set forth on the face or back of each certificate issued a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof of the corporation and the qualifications, limitations or restrictions
of such preferences and/or rights.
2. RECORD OWNERSHIP
The name and address of the holder of each certificate, the number of
shares represented thereby, and the date of issuance thereof shall be recorded
in the corporation's books and records. The corporation shall be entitled to
treat the holder of record of any share of stock as the holder in fact thereof,
and accordingly shall not be bound to recognize any equitable or other claim to
or interest in any share on the part of any other person, whether or not it
shall have express or other notice thereof, except as required by law.
3. TRANSFER
Transfer of stock shall be made on the books of the corporation only by
direction of the person named in the certificate or his attorney, lawfully
constituted in writing, and only upon the surrender for cancellation of the
certificate therefore and a written assignment of the shares evidenced thereby.
4. LOST CERTIFICATES
Any person claiming a stock certificate in lieu of one lost or
destroyed shall give the corporation an affidavit as to his ownership of the
certificate and of the facts which go to prove its loss or destruction. He shall
also, if required by the Board, give the corporation a bond or
other indemnification, in such form as may be approved by the Board, sufficient
to indemnify the corporation against any claim that may be made against it on
account of the alleged loss of the certificate or the issuance of a new
certificate.
5. TRANSFER AGENT; REGISTRAR
The corporation shall maintain one or more transfer offices or
agencies, each in charge of a transfer agent designated by the Board, where the
shares of stock of the corporation shall be transferable. The corporation shall
also maintain one or more registry offices, each in charge of a registrar
designated by the Board, where such shares of stock shall be registered. The
same entity may be both transfer agent and registrar.
6. RECORD DATE; CLOSING TRANSFER BOOKS
So that the corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders, or any adjournment thereof,
or entitled to express consent to corporate action in writing without a meeting
as provided in Article VIII of the Certificate of Incorporation, or entitled to
receive payment of any dividend or other distribution or allotment of rights, or
entitled to exercise any rights in respect of any change, conversion or exchange
of capital stock, or for the purpose of any other lawful action, the Board may
fix a record date which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board and which record date
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor more than ten days from the date upon which the resolution fixing
the record date is adopted by the Board in the case of a determination of the
stockholders entitled to express consent to corporate action without a meeting,
nor more than sixty days before any other action, and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of and to vote at such meeting, or to give such consent, or to receive
such dividend or other distribution or allotment of rights, or to exercise such
rights, or to take such other lawful action, as the case may be, notwithstanding
any transfer of any stock on the books of the corporation after any such record
date fixed as aforesaid. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board may fix a new record date for
the adjourned meeting.
MEETINGS OF STOCKHOLDERS
7. ANNUAL
Commencing in 1997, the annual meeting of stockholders for the election
of directors and the transaction of such other business as may properly be
brought before the meeting shall be held at the offices of the corporation
located in Alpharetta, Georgia, at 11:00 A.M. local time, on the fourth Thursday
in April in each year, unless changed to a different time and place consistent
with the provisions of Article VIII of the Certificate of Incorporation. The
Board, acting by resolution passed by a majority of the entire Board of
Directors (as defined in Article X of the Certificate of Incorporation), may
postpone or reschedule any previously scheduled annual meeting of stockholders,
and may change any record date with respect thereto consistent with By-
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Law 6 of these By-Laws. Notice of such change shall be given to each stockholder
at least ten days before the meeting is held. If the election of directors shall
not be held on the day above designated for the annual meeting, the election
shall be held as soon thereafter as conveniently may be, at an adjournment of
such annual meeting or at a special meeting of the stockholders called for the
purpose of holding such election.
8. SPECIAL
Special meetings shall be held at such place, within or without the
State of Delaware, as may from time to time be fixed consistent with the
provisions of Article VIII of the Certificate of Incorporation. In the event no
such place has been fixed, special meetings shall be held at the offices of the
corporation located in Alpharetta, Georgia.
9. NOTICE
Written notice of every meeting of stockholders, stating the place,
day, hour and purposes thereof, shall, except when otherwise required by law, be
mailed at least ten, but not more than sixty days before such meeting to each
stockholder of record entitled to vote thereat.
10. QUORUM
The holders of a majority of the voting power of the issued and
outstanding shares of capital stock of the corporation entitled to vote, present
in person or represented by proxy, shall constitute a quorum at any meeting,
except as otherwise required by law. In the event of lack of a quorum, the
chairman of the meeting or a majority of the voting power of the shares of
capital stock present in person or represented by proxy may adjourn the meeting
from time to time without notice other than announcement at the meeting, until a
quorum shall be obtained. At any such adjourned meeting at which there is a
quorum, any business may be transacted which might have been transacted at the
meeting originally called.
11. ORGANIZATION
The Chief Executive Officer, or in his absence such other officer as
may be designated by the Board, shall be the chairman at stockholders' meetings.
The Secretary of the corporation shall be the secretary at stockholders'
meetings but in his absence the chairman of the meeting may appoint a secretary
for the meeting.
12. VOTING
Except as, otherwise provided in the Certificate of Incorporation, at
each meeting of the stockholders, each holder of shares entitled to vote at such
meeting shall, as to all matters in respect of which such shares have voting
rights, be entitled to one vote in person or by written proxy for each share
held of record by him. No vote upon any matter, except the election of directors
or the amendment of the Certificate of Incorporation, is required to be by
ballot unless demanded by the holders of at least 10% of the voting power of the
shares of capital stock represented and entitled to vote at the meeting. All
motions to introduce a matter for a vote by
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the stockholders at a meeting thereof, except for nominations for election as
directors recommended by the Nominating & Governance Committee and approved by
the Board, shall be seconded prior to a vote thereon by the stockholders.
A stockholder may authorize another person or persons to act for him as
proxy by transmitting or authorizing the transmission of a telegram, cablegram,
or other means of electronic transmission to the person who will be the holder
of the proxy or to a proxy solicitation firm, proxy support service organization
or like agent duly authorized by the person who will be the holder of the proxy
to receive such transmission, provided that any such telegram, cablegram or
other means of electronic transmission must either set forth or be submitted
with information from which it can be determined that the telegram, cablegram or
other electronic transmission was authorized by the stockholder.
The date and time of the opening and closing of the polls for each
matter upon which the stockholders will vote at a meeting shall be announced at
the meeting. No ballot, proxies or votes, nor any revocations thereof or changes
thereto, shall be accepted by the inspectors after the closing of the polls.
Except as otherwise required by law or by the Certificate of Incorporation, all
elections of directors shall be decided by plurality vote of shares present in
person or represented by proxy at a meeting and entitled to vote on the election
of directors and all other matters shall be decided by the affirmative vote of a
majority of shares present in person or represented by proxy at a meeting of
stockholders and entitled to vote thereon.
13. INSPECTORS OF ELECTION
The Chief Executive Officer shall, in advance of any meeting of
stockholders, appoint one or more inspectors to act in such capacity for the
meeting and make a written report thereof and physical presence at the meeting
shall not be required provided alternative forms of attendance such as telephone
conference connection or interactive webcast are provided. He may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of stockholders,
the chairman of the meeting shall appoint one or more inspectors to act in such
capacity for the meeting. Each inspector, before entering upon the discharge of
his duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his ability.
The inspectors shall (i) ascertain the number of shares outstanding and
the voting power of each, (ii) determine the number of shares represented at a
meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint or
retain other persons or entities to assist the inspectors in the performance of
the duties of the inspectors. The inspectors shall determine the validity of and
count the proxies and ballots in accordance with applicable law.
14. LIST OF STOCKHOLDERS
A complete list of the stockholders entitled to vote at stockholders'
meetings (arranged in
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alphabetical order and showing the address of each stockholder and the number of
shares registered in the name of each stockholder) shall be prepared by or at
the request of the Secretary and filed at least ten days prior to each meeting,
either at a place specified in the notice of such meeting within the city or
town where such meeting is to be held, or if no such place is specified, at the
place where such meeting is to be held. Such list shall be open to the
examination of any stockholder for any purpose germane to the meeting, and shall
be produced and kept at the time and place of such meeting during the whole time
thereof, and subject to the inspection of any stockholder who may be present.
The original or duplicate stock ledger shall be the only evidence as to who are
stockholders entitled to inspect such list.
15. ADVANCE NOTICE OF STOCKHOLDER PROPOSALS
In addition to any other applicable requirements for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the corporation. To be timely, a stockholder's notice to the Secretary must be
delivered and received at the principal executive offices of the corporation not
less than fifty (50) days nor more than seventy-five (75) days prior to the date
of the annual meeting of stockholders; provided, however, that in the event that
less than sixty (60) days' notice or prior public disclosure of the date of the
annual meeting of stockholders is given or made to stockholders, notice by the
stockholder in order to be timely must be so received not later than the close
of business on the tenth (10th) day following the day on which such notice of
the date of the annual meeting of stockholders was mailed or such public
disclosure of the date of the annual meeting of stockholders was made, whichever
occurs first.
To be in proper written form, a stockholder's notice to the Secretary
must set forth as to each matter such stockholder proposes to bring before the
annual meeting of stockholders: (i) a brief description of the business proposed
to be brought before the annual meeting of stockholders and the reasons for
conducting such business at the annual meeting of stockholders, (ii) the name
and record address of such stockholder, (iii) the class or series and number of
shares of capital stock of the corporation which are owned beneficially or of
record by such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such business and
(v) a representation that such stockholder intends to appear in person or by
proxy at the annual meeting of stockholders to bring such business before the
meeting. The corporation may require such stockholder to furnish such other
information as may reasonably be required by the corporation in connection with
such proposed business.
No business shall be conducted at the annual meeting of stockholders
except business brought before the annual meeting in accordance with the
procedures set forth in this By-Law 15, provided, however, that once business
has been properly brought before the annual meeting of stockholders in
accordance with such procedures, nothing in this By-Law 15 shall be deemed to
preclude discussion by any stockholder of any such business. If the Chairman of
an annual meeting of stockholders determines that business was not properly
brought before the meeting in accordance with the foregoing procedures, the
Chairman shall declare to the meeting that the business was not properly brought
before the meeting and such business shall not be transacted.
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BOARD OF DIRECTORS
16. NUMBER, ELECTION AND TERM OF OFFICE
The number of directors of the corporation shall be fixed by resolution
of the Board of Directors from time to time and, until otherwise determined,
shall not be less than six (6) nor more than nine (9); provided, however, that
no decrease in the number of directors shall have the effect of shortening the
term of an incumbent director. The specific number of Directors constituting the
entire Board of Directors shall be as authorized from time to time exclusively
by the affirmative vote of a majority of the entire Board of Directors (as
deferred in Article X of the Certificate of Incorporation).
The Board of Directors shall be divided into three classes to be known
as Class I, Class II and Class III, which shall be as nearly equal in number as
possible. Except in case of death, resignation, disqualification, or removal,
each director shall serve for a term ending on the date of the third annual
meeting of stockholders following the annual meeting at which the director was
elected; provided, however, that each initial director in Class I shall hold
office until the 1996 annual meeting of stockholders; each initial director in
Class II shall hold office until the 1997 annual meeting of stockholders; and
each initial director in Class III shall hold office until the 1998 annual
meeting of stockholders. A person elected as a director shall be deemed a
director as of the time of such election. Despite the expiration of a director's
term, he or she shall continue to serve until his or her successor, if there is
to be any, has been elected and has qualified. In the event of any increase or
decrease in the authorized number of directors, the newly created or eliminated
directorships resulting from such an increase or decrease shall be apportioned
among the three classes of directors so that the three classes remain as nearly
equal in size as possible, with such difference in the number of Directors in
any two classes not to exceed one (1); provided, however, that there shall be no
classification of additional directors elected by the Board of Directors until
the next meeting of stockholders called for the purposes of electing directors,
at which meeting the terms of all such additional directors shall expire, and
such additional directors positions, if they are to be continued, shall be
apportioned among the classes of directors and nominees therefore shall be
submitted to the stockholders for their vote. Except as provided elsewhere in
the By-Laws, the directors shall be elected at each annual meeting of
stockholders, or at a special meeting of stockholders called for purposes that
include the election of directors, by a plurality of the votes cast by the
shares entitled to vote and present at the meeting.
17. ELIGIBILITY
A person being a full-time executive employee of the corporation or any
of its subsidiaries when first elected a director of the corporation (an
"employee-director") shall not be eligible to serve as a director when not an
executive employee, whether by reason of resignation, retirement or other cause;
and a person not an employee-director shall not be eligible for election or
re-election as a director of the corporation after his 72nd birthday.
Any employee-director not eligible to serve as a director by reason of
the foregoing provision shall be eligible to serve as an advisory director, as
hereinafter provided for in By-Law
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18, until his 72nd birthday.
18. ADVISORY DIRECTORS
The Board of Directors may at any time appoint or reappoint as an
advisory director any person eligible to serve as such under the second
paragraph of By-Law 17 whose services as such will be, in the opinion of the
Board of Directors, of value to the corporation. An advisory director shall be
entitled to notice of and to attend and advise at, but not to vote at, meetings
of the Board of Directors, and any committees thereof to which he shall be
designated, and for his services may be paid, in the discretion of the Board of
Directors, compensation and reimbursement of expenses on the same basis as if he
were, a director. The term of office of each advisory director shall terminate
on the earlier of the date when he ceases to be eligible for such position under
said paragraph of By-Law 17 or, subject to reappointment, the date of the first
meeting of the Board of Directors after the annual meeting of stockholders next
following his appointment.
19. NOMINATIONS
Subject to the rights of holders of any series of Preferred Stock or
any other class of capital stock of the corporation (other than the Common
Stock) then outstanding, nominations for the election of Directors may be made
by the affirmative vote of a majority of the entire Board of Directors or by any
stockholder of record entitled to vote generally in the election of Directors.
However, any stockholder of record entitled to vote generally in the election of
Directors may nominate one or more persons for election as Directors at a
meeting only if a written notice of such stockholder's intent to make such
nomination or nominations meeting the requirements described below, has been
given, either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the corporation, and received by the corporation, not less than
50 days nor more than 75 days prior to the meeting; provided, however, that in
the event that less than 60 days' notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th day
following the day on which such notice of the date of meeting was mailed or such
public disclosure was made, whichever first occurs. Each such notice to the
Secretary shall set forth: (a) the name and address of record of the stockholder
who intends to make the nomination; (b) a representation that the stockholder is
a holder of record of shares of the corporation entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) the name, age, business and
residence addresses, and principal occupation or employment of each nominee; (d)
a description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
stockholders; (e) such other information regarding each nominee proposed by such
stockholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission; and (f)
the consent of each nominee to serve as a Director of the corporation if so
elected. The corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the corporation to determine the
eligibility of such proposed nominee to serve as a Director of the corporation.
The presiding officer of the meeting may, if the facts
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warrant, determine that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so declare to the
meeting and the defective nomination shall be disregarded.
20. VACANCIES
Subject to the rights of the holders of any series of Preferred Stock
or any other class of capital stock of the corporation (other than the Common
Stock) then outstanding, any vacancies in the Board of Directors for any reason
and any newly created Directorships resulting by reason of any increase in the
number of Directors may, if occurring prior to the expiration of the term of
office in which such vacancy or increase occurs, be filled only by the Board of
Directors, acting by the affirmative vote of a majority of the remaining
Directors then in office, although less than a quorum, and any Directors so
elected shall hold office until the next election for which such Directors have
been elected and until their successors are elected and qualified.
21. REMOVAL OF DIRECTORS
Subject to the rights of the holders of any series of Preferred Stock
or any other class of capital stock of the corporation (other than the Common
Stock) then outstanding, any Director, or the entire Board of Directors, may be
removed from office at any time prior to the expiration of his or their term of
office, but only for cause and only by the affirmative vote of the holders of
record of outstanding shares representing at least eighty percent (80%) of the
voting power of all of the shares of capital stock of the corporation then
entitled to vote generally in the election of Directors, voting together as a
single class.
22. RESIGNATION
A director may resign at any time by giving written notice to the
corporation, addressed to the Chief Executive Officer or the Secretary. A
director shall offer his resignation at anytime that his or her employer changes
from that when first elected a director and the effectiveness of such a
resignation shall be subject to its acceptance by the Chairman of the Board.
Such resignation shall take effect at the date of receipt of such notice or at
any later time specified therein or herein. Acceptance of a resignation shall
not be necessary to make it effective unless otherwise stated in the notice or
herein.
23. ANNUAL MEETING
A meeting of the Board, to be known as the annual Board meeting, shall
be held without call or notice immediately after and at the same general place
as the annual meeting of the stockholders. The annual Board meeting shall be
held for the purpose of organizing the Board, electing officers, and transacting
any other business that may properly come before the meeting.
24. REGULAR MEETINGS
Regular meetings of the Board may be held without call or notice at
such place and at such time as shall be fixed by the Board.
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25. SPECIAL MEETINGS
Special meetings of the Board may be called by the Chief Executive
Officer, and shall be called by the Secretary upon the request in writing of not
less than a majority of the entire Board of Directors. Special meetings of the
Board may be held at such place and at such time as shall be designated in the
call thereof. Notice of special meetings of the Board shall either be mailed by
the Chief Executive Officer or the Secretary to each director at least three
days before the meeting, or served upon, or sent by electronic means by the
Chief Executive Officer or the Secretary to each director at least one day
before the meeting, but during an emergency as defined in By-Law 27, notice may
be given only to such of the directors as it may be feasible to reach at the
time and by such means as may be feasible at the time, including publications or
private or public electronic means. Unless required by law, the notice need not
state the purposes of the meeting.
26. TELEPHONIC MEETINGS
Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such participation shall
constitute presence in person at such meeting.
27. QUORUM
Except during the existence of an emergency and except as otherwise
provided in these By-Laws or in the Certificate of Incorporation, a majority of
the entire board of directors, as fixed pursuant to these By-Laws, shall
constitute a quorum for the transaction of business. During the existence of an
emergency, three directors shall constitute a quorum for the transaction of
business. To the extent required to constitute a quorum at any meeting of the
Board during an emergency, the officers of the corporation who are present shall
be deemed, in order of rank and within the same rank in order of seniority,
directors for such meeting. Subject to the provisions of the Certificate of
Incorporation, the action of the majority of directors present at a meeting at
which a quorum is present shall be the act of the Board. In the event of lack of
a quorum, a majority of the directors present may adjourn the meeting from time
to time without notice other than announcement at the meeting until a quorum
shall be obtained. At any such adjourned meeting at which there is a quorum, any
business may be transacted which might have been transacted at the meeting
originally called.
An "emergency" for the purpose of these By-Laws shall be any emergency
resulting from an attack on the United States or on a locality in which the
corporation conducts its business or customarily holds meetings of its Board or
its stockholders, or during any nuclear or atomic disaster, or during the
existence of any catastrophe, or other similar emergency condition, as a result
of which a quorum of the Board or a standing committee thereof cannot readily be
convened for action.
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28. ACTION WITHOUT MEETING
Any action required or permitted to be taken at any meeting of the
Board may be taken without a meeting if all members of the Board consent thereto
in writing and such written consent is filed with the minutes of the proceedings
of the Board.
29. ORGANIZATION
The Chairman of the Board, or in his absence the Chief Executive
Officer, or in his absence a director chosen by the directors present, shall act
as chairman at meetings of the Board. The Secretary of the corporation shall act
as secretary at meetings of the Board but in his absence the chairman of the
meeting may appoint a secretary for the meeting.
30. COMPENSATION
The compensation of directors for services as directors and as members
of committees of the Board shall be as fixed by the Board from time to time. The
compensation, if any, of the directors need not be uniform as between directors
and the compensation, if any, of the members of the committees of the Board need
not be uniform either as between members of a committee or as between
committees. The Board shall provide for reimbursing the directors for expenses
incurred in attending meetings of the Board or committees thereof.
Any director, other than a member of the audit committee of the Board,
may also serve the corporation in any other capacity and receive compensation,
including fees and expenses, for such service. Compensation paid to members of
the Board audit committee shall be limited to the compensation paid for service
as directors.
COMMITTEES OF THE BOARD
31. STANDING AND OTHER COMMITTEES
The directors shall from time to time designate, by resolution passed
by a majority of the entire Board of Directors (as defined in Article X of the
Certificate of Incorporation), an Audit Committee, a Compensation Committee and
a Nominating & Governance Committee, each of which shall have and may exercise
the powers of the Board in the direction of the business and affairs of the
corporation in respect to the matters and to the extent hereinafter set forth,
subject to the power of the Board to assign from time to time to any such
committees or to any other committees such powers with respect to specific
matters as the Board may deem desirable. These three committees shall be the
standing committees of the corporation. The Board may, by resolution passed by a
majority of the entire Board of Directors, designate such other committees as it
from time to time may deem appropriate; no such committee shall consist of fewer
than two directors, and the powers of each such Committee shall be limited to
those specified in the resolution designating the committee or as set forth in a
committee charter that has been approved by a majority vote of the entire Board.
The members of the standing committees of the Board shall all be independent
directors, as such term is defined from time to time by the New York Stock
Exchange and by duly adopted resolution of the Board.
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32. PROCEDURE
Each committee shall fix its own rules of procedure and shall meet
where and as provided by such rules, but the presence of a majority shall be
necessary to constitute a quorum, unless otherwise provided by these By-Laws.
Each committee shall keep minutes of its meetings. Any action required or
permitted to be taken at any meeting or any committee may be taken without a
meeting if all the members consent thereto in writing and such written consent
is filed with the minutes of the proceedings of such committee. All action by
each committee shall be reported to the Board.
33. AUDIT COMMITTEE
The Audit Committee shall consist of three or more members. The Board
shall select the members of the Audit Committee from among the directors who are
not officers or employees of the corporation, who are otherwise independent and
shall designate the Chairman of the Committee. The Audit Committee shall, with
respect to the corporation and the other entities as to which the corporation
has power to select and engage auditors, select and engage independent public
accountants to audit books, records and accounts, determine the scope of audits
to be made by the auditors and establish policy in connection with internal
audit programs and the scope thereof, and shall perform such other duties as the
Board may from time to time prescribe.
34. COMPENSATION COMMITTEE
The Compensation Committee shall consist of three or more members. The
Board shall select the members of the Compensation Committee from among the
directors who are not officers or employees of the corporation, who are
otherwise independent and shall designate the Chairman of the Committee. The
Compensation Committee shall constitute the Stock Option Committee provided for
under any stock option plan of the corporation. It shall from time to time fix
the compensation of employees who are directors of the corporation and, in
consultation with the Chief Executive Officer, the compensation of officers of
the corporation who are elected by the Board. It shall review and make
recommendations to the Board from time to time with respect to the compensation
of directors pursuant to By-Law 30, and shall perform such other duties as the
Board may from time to time prescribe.
35. NOMINATING & GOVERNANCE COMMITTEE
The Nominating & Governance Committee shall consist of three or more
members. The Board shall select the members of the Nominating & Governance
Committee from among the directors who are not officers or employees of the
corporation, who are otherwise independent and shall designate the Chairman of
the Committee. The Nominating & Governance Committee shall have the power to:
propose and consider suggestions as to candidates for membership on the Board;
periodically recommend to the Board candidates for vacancies on the Board due to
resignations or retirements or due to such standards for composition of Board
membership as may from time to time legally prevail; review and recommend to the
Board such modifications to the prevailing Board of Directors retirement policy
as may be deemed appropriate in light of contemporary standards; and propose to
the Board on or before March 1 of each year a slate of
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directors for submission to the stockholders at the annual meeting, review and
propose governance standards to the Board, conduct periodic evaluations of the
Board, Board Committee and director performance and perform such other duties as
the Board may from time to time prescribe.
36. ALTERNATES; VACANCIES IN COMMITTEES
The Board may designate one or more qualified directors as alternate
members of any committee. Alternate members shall serve, in the order in which
the Board shall determine when one or more members of the committee shall be
absent or disqualified. Alternate members may attend committee meetings as
observers, without the right to vote when members are present, when fewer than
all are present, only an alternate member serving the place of an absent or
disqualified member shall have the right to vote. If no alternate is available,
the committee member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in place
of any absent or disqualified member. All members of all committees (including
Chairmen) shall serve at the pleasure of the Board.
OFFICERS
37. DESIGNATION; ELECTION; QUALIFICATION; TERM
Each year at the annual Board meeting the directors shall elect a
Chairman of the Board, a Chief Executive Officer, a Secretary and a Treasurer.
From time to time the Board may also elect or appoint a Vice Chairman of the
Board or Vice Chairmen of the Board, one or more Presidents, such Executive,
Senior or other Vice Presidents as it may deem appropriate, a Chief Financial
Officer, and such other officers, including a Controller, Assistant Vice
Presidents, Assistant Secretaries, Assistant Treasurers and Assistant
Controllers, as it may deem appropriate. The Chief Executive Officer may appoint
any officers of the corporation not required to be elected by the Board, as he
may deem appropriate. The Chairman of the Board, the Chief Executive Officer,
and any Vice Chairman of the Board must be directors; no other officer need be a
director. Any number of offices may be held by the same person. The term of each
officer, whenever elected or appointed, shall be until the election or
appointment (as the case may be) and qualification of his successor or until his
earlier resignation or removal.
38. DUTIES
The officers shall have such powers and perform such duties as are
prescribed in these By-Laws, or, in the case of an officer whose powers and
duties are not so prescribed, as may be assigned by the Board or delegated by or
through the Chief Executive Officer.
39. RESIGNATION; REMOVAL; VACANCIES
Any officer may resign at any time by giving notice to the corporation
addressed to the Chief Executive Officer or the Secretary. Such resignation
shall take effect at the date of the receipt of such notice or at any later time
specified therein. Acceptance of a resignation shall not
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be necessary to make it effective unless otherwise stated in the notice. Any
officer may be removed by the Board at any time with or without cause. Any
appointed officer may be removed by the Chief Executive Officer at any time with
or without cause. A vacancy in any office may be filled by the Board, and a
vacancy in any appointed office may be filled by the Chief Executive Officer,
for the unexpired portion of the term.
40. CHIEF EXECUTIVE OFFICER
The Chief Executive Officer of the corporation shall be elected by the
Board. Subject to the Board, he shall be in general and active charge, control
and supervision over the management and direction of the business, property and
affairs of the corporation. He shall keep the Board fully informed, and shall
freely consult it, concerning the business of the corporation in his charge.
He shall, subject to these By-Laws, have authority to:
(i) appoint or approve the appointment of employees to various
posts and positions in the corporation bearing titles designated or
approved by him and to prescribe their authority and duties, which may
include the authority to appoint subordinates to various other posts
and positions; and
(ii) remove or approve the removal of employees so appointed;
and
(iii) sign, execute and acknowledge, on behalf of the
corporation, all deeds, mortgages, bonds, notes, debentures, stock
certificates, contracts, including contracts of guaranty and
suretyship, leases, reports and other documents and instruments, except
where the signing or execution thereof by some other officer or
employee of the corporation shall be expressly authorized and directed
by law, or by the Board, or by these By-Laws. Unless otherwise provided
by law, or by these By-Laws, or by the Board, he may authorize in
writing filed with the Secretary, any officer, employee, or agent of
the corporation to sign, execute and acknowledge, on behalf of the
corporation and in his place and stead, any or all such documents and
instruments.
He shall have such other authority and perform such other duties as are
incident to the office of Chief Executive Officer and as may be prescribed from
time to time by the Board and these By-Laws.
In the absence or disability of the Chief Executive Officer, or in case
of an unfilled vacancy in that office, until such time as the Board shall elect
his successor, his duties shall be performed and his powers shall be exercised
by other elected officers of the corporation who are also directors (unless none
are directors) in the order in which such officers were listed in their
respective elections.
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41. CHAIRMAN OF THE BOARD, VICE CHAIRMAN OF THE BOARD AND PRESIDENT
The Chairman of the Board, any Vice Chairman of the Board and any
President, acting alone, shall have authority to sign, execute and acknowledge
on behalf of the corporation, all deeds, mortgages, bonds, notes, debentures,
stock certificates, contracts, including contracts of guaranty and suretyship,
leases, reports and other documents and instruments, except where the signing or
execution thereof by some other officer or employee shall be expressly
authorized and directed by law, or by the Board, or by the Chief Executive
Officer or by these By-Laws. Each shall have such additional powers and perform
such additional duties as may be assigned to him by the Board or as may be
delegated to him by the Chief Executive Officer.
42. VICE PRESIDENTS
Each Vice President shall have such powers and perform such duties as
may be assigned to him by the Board or as may be delegated to him by the Chief
Executive Officer.
Each Executive Vice President shall have authority to sign, execute and
acknowledge on behalf of the corporation, all deeds, mortgages, bonds, notes,
debentures, contracts, including contracts of guaranty and suretyship, leases,
reports and other documents and instruments, except where the signing or
execution thereof by some other officer or employee shall be expressly
authorized and directed by law, or by the Board, or by the Chief Executive
Officer, or by these By-Laws.
43. CHIEF FINANCIAL OFFICER
The Chief Financial Officer shall:
(i) be principal financial officer of the corporation and have
responsibility for all financial affairs of the corporation; and
(ii) protect the cash, securities, receivables and other
financial resources of the corporation, have responsibility for
investment, receipt, custody and disbursement of such resources, and
establish policies for granting credit to customers; and
(iii) maintain the creditworthiness of the corporation; and
(iv) negotiate and procure capital required by the
corporation, including long-term debt and equity, maintain adequate
sources for the corporation's short-term financing requirements and
maintain banking relationships; and
(v) administer the accounting policies of the corporation and
the internal controls with respect to its financial affairs; and
(vi) supervise the corporation's books of account, and have
access to all records, including the Secretary's records; and
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(vii) in general, have such other powers and perform such
other duties as may be assigned from time to time by the Board or by or
through the Chief Executive Officer.
44. CONTROLLER
The Controller shall:
(i) be the principal accounting officer of the corporation;
and
(ii) have custody and charge of the corporation's books of
account, and have access to all records, including the Secretary's and
the Treasurer's records, for purpose of obtaining information necessary
to verify or complete the records of the Controller's office; and
(iii) implement the policies for granting credit to customers;
and
(iv) implement the internal controls with respect to the
financial affairs of the corporation; and
(v) have the responsibility for processing vouchers for
payment by the Treasurer; and
(vi) in general, have such other powers and perform such other
duties as may be assigned from time to time by the Board or by or
through the Chief Executive Officer.
45. SECRETARY
The Secretary shall:
(i) attend and keep the minutes of all meetings of the
stockholders, the Board, and of such committees as the Board may
direct; and
(ii) have custody of the corporate seal and all corporate
records (including transfer books and stock ledgers), contracts,
papers, instruments, documents and books of the corporation except
those required to be kept by other officers under these By-Laws; and
(iii) sign on behalf of the corporation such documents and
instruments as require his signature when approved in accordance with
these By-Laws, and to such documents he shall affix the corporate seal
when necessary and may do so when he deems it desirable; and
(iv) see that notices are given and records and reports are
properly kept and filed by the corporation as required by these By-Laws
or as required by law; and
(v) in general, have such other powers and perform such other
duties as are incident to the office of Secretary and as may be
assigned to him from time to time by the Board or by or through the
Chief Executive Officer.
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46. TREASURER
The Treasurer shall:
(i) receive and sign receipts for all moneys paid to the
corporation and shall deposit the same in the name and to the credit of
the corporation in authorized banks or depositories; and
(ii) when necessary or desirable, endorse for collection on
behalf of the corporation all checks, drafts, notes and other
obligations payable to it; and
(iii) disburse the funds of the corporation only upon vouchers
duly processed and under such rules and regulations as the Board may
from time to time adopt; and
(iv) keep full and accurate accounts of the transactions of
his office in books belonging to the corporation; and
(v) render as the Board may direct an account of the
transactions of his office; and
(vi) in general, have such other powers and perform such other
duties as are incident to the office of Treasurer and as may be
assigned to him from time to time by the Board or by or through the
Chief Executive Officer.
MISCELLANEOUS
47. OFFICES
The registered office of the corporation in the State of Delaware shall
be located at 1209 Orange Street, Wilmington, Delaware 19801 and the name of the
registered agent in charge thereof shall be The Corporation Trust Company. The
corporation may have such other offices as the Board may from time to time
determine. The books of the corporation may be kept outside the State of
Delaware.
48. SEAL
The corporation's seal shall be circular in form with
"SCHWEITZER-MAUDUIT INTERNATIONAL, INC." and "DELAWARE" around the periphery and
"CORPORATE SEAL" within.
49. FISCAL YEAR
The fiscal year of the corporation shall begin on January 1 of each
year.
50. ANNUAL REPORT
At least fifteen days in advance of the annual meeting of stockholders,
but not later than
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three months after the close of the fiscal year, the Board shall publish and
submit to the stockholders a consolidated balance sheet of the corporation and
its consolidated subsidiaries as of the end of the previous fiscal year and the
related consolidated income and cash flow statements of the corporation and its
consolidated subsidiaries for the previous fiscal year.
51. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall:
(i) indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, or in the
case of an officer or director of the corporation is or was serving as
an employee or agent of a partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was
unlawful; and
(ii) indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, or in the
case of an officer or director of the corporation is or was serving as
an employee or agent of a partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement
of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other court shall
deem proper.
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The corporation shall be required to indemnify an indemnitee in
connection with a proceeding (or part thereof) initiated by such indemnitee
against the corporation or any of its directors or employees only if the
initiation of such proceeding (or part thereof) by the indemnitee was authorized
by the Board. Notwithstanding the foregoing, the corporation shall be required
to indemnify an indemnitee in connection with a proceeding seeking to enforce
rights to indemnification without the authorization of the Board to the extent
that such proceeding is successful on the merits. To the extent that a director
or officer of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (i) and
(ii), or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Any indemnification under subsections (i) and (ii) (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director or officer is proper
in the circumstances because he has met the applicable standard of conduct set
forth in subsections (i) and (ii). Such determination shall be made (1) by a
majority vote of the directors who were not parties to such action, suit or
proceedings, even though less than a quorum; or (2) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion; or (3) by the stockholders.
Expenses (including attorneys' fees) incurred in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this By-Law.
The indemnification and advancement of expenses provided by, or granted
pursuant to, the other paragraphs of this By-Law shall not be deemed exclusive
of any other rights to which those seeking indemnification or advancement of
expenses may be entitled under any by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director or officer and shall
inure to the benefit of the heirs, executors and administrators of such a
person.
The corporation's obligation, if any, to indemnify any person who was
or is serving at its request as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, enterprise or nonprofit
entity shall be reduced by any amount such person may collect as indemnification
from such other corporation, partnership, joint venture, trust, enterprise or
nonprofit entity.
The Board may authorize and direct that insurance be purchased and
maintained on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or in the case of an officer or
director of the corporation, is or was serving as an employee or agent of a
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by
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him in such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this By-Law.
52. RELIANCE ON RECORDS
Each director, each member of any committee designated by the Board,
and each officer, shall, in the performance of his duties, be fully protected in
relying in good faith upon the records of the corporation and upon such
information, opinion, reports or statements presented to the corporation by any
of the corporation's officers or employees, or committees of the Board, or by
any other person as to matters the director, member or officer reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of the corporation.
53. INSPECTION OF BOOKS
The directors shall determine from time to time whether, and, to what
extent and at what times and places and under what conditions and regulations
the accounts and other books and records of the corporation (except such as may
by statute be specifically open to inspection) or any of them, shall be open to
the inspection of the stockholders, and the stockholders' rights in this respect
are and shall be restricted and limited accordingly.
54. TRANSACTIONS WITH THE CORPORATION
No contract or transaction between the corporation and one or more of
its directors or officers, or between the corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board or
committee thereof which authorizes the contract or transaction, or solely
because his or their votes are counted for such purposes, if:
(i) the material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
Board or the committee, and the Board or committee in good faith
authorizes the contract or transaction by the affirmative votes of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or
(ii) the material facts as to his relationship or interest and
as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction
is specifically approved in good faith by vote of the stockholders; or
(iii) the contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified, by
the Board, a committee thereof, or the stockholders.
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Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board or of a committee which
authorizes the contract or transaction.
No other contract or transaction in which a director or officer has an
interest and which may, under law, be authorized, approved or ratified by the
Board, a committee thereof, or the stockholders shall be void or voidable if
authorized, approved or ratified by the body which under law may authorize,
approve or ratify such contract or transaction.
55. RATIFICATION
Any transaction questioned on the ground of lack of authority,
defective or execution, adverse interest of director, officer, or stockholder,
nondisclosure, miscomputation, or the application of improper principles or
practices of accounting may be ratified before or after judgment, by the Board
or by the stockholders in case less than a quorum of directors is qualified;
and, if so ratified, shall have the same force and effect as if the questioned
transaction had been originally duly authorized, and said ratification shall be
binding upon the corporation and its stockholders and shall constitute a bar to
any claim or execution of any judgment in respect to such questioned
transaction.
56. VOTING OF STOCKS
Unless otherwise ordered by the Board, any one of the Chief Executive
Officer, the Chairman of the Board, the President, any Vice Chairman of the
Board, any Executive Vice President or any Senior Vice President shall have full
power and authority, on behalf of the corporation, to consent to or approve of
any action by, and to attend, act and vote at any meeting of stockholders of,
any company in which the corporation may hold shares of stock, and in giving
such consent or approval or at any such meeting shall possess and may exercise
any and all rights and powers incident to the ownership of such shares and which
as the holder thereof, the corporation might possess and exercise if personally
present, and may exercise such power and authority through the execution of
proxies or may delegate such power and authority to any other officer, agent or
employee of the corporation.
57. NOTICE
Any notice which the corporation is required to give under these
By-Laws may be given personally or it may be given in writing by depositing the
notice in the post office or letter box in a postpaid envelope directed to such
address as appears on the books of the corporation. Such notice shall be deemed
to be given at the time of mailing.
58. WAIVER OF NOTICE
Whenever any notice is required to be given, a waiver thereof in
writing signed by the person or persons entitled to the notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
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59. DISPENSING WITH NOTICE
No notice need be given to any person with whom communication is made
unlawful by any law of the United States or any rule, regulation, proclamation
or executive order issued under any such law.
60. AMENDMENTS
Subject to the provisions of the Certificate of Incorporation, these
By-Laws may be altered, amended or repealed by the stockholders or by the Board.
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The following emergency provisions are excerpted
from Section 110 Delaware General Corporation Law
The board of directors, either before or during any such emergency, may
provide, and from time to time modify, lines of succession in the event
that during such emergency any or all officers or agents of the
corporation shall for any reason be rendered incapable of discharging
their duties.
The board of directors, either before or during any such emergency,
may, effective in the emergency, change the head office or designate
several alternative head offices or regional offices, or authorize the
officers so to do.
No officer, director or employee acting in accordance with any
emergency by-laws shall be liable except for willful misconduct.
To the extent not inconsistent with any emergency by-laws so adopted,
the by-laws of the corporation shall remain in effect during any
emergency and upon its termination the emergency by-laws shall cease to
be operative.
Unless otherwise provided in emergency by-laws, notice of any meeting
of the board of directors during such an emergency may be given only to
such of the directors as it may be feasible to reach at the time and by
such means as may be feasible at the time, including publication or
radio.
To the extent required to constitute a quorum at any meeting of the
board of directors during such an emergency, the officers of the
corporation who are present shall, unless otherwise provided in
emergency by-laws, be deemed, in order of rank and within the same rank
in order of seniority, directors for such meeting.
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