EXHIBIT 3.21
BYLAWS
OF
NOVELIS DEUTSCHLAND GMBH
I. GENERAL PROVISIONS
ARTICLE 1
(1) The corporate name of the Company shall be:
NOVELIS DEUTSCHLAND GMBH.
(2) The Company shall have its domicile in Gottingen.
ARTICLE 2
(1) The object of the Company is the production, processing and
sale as well as the trade with aluminum and other metals;
semi-finished metal products and finished metal products,
including foils, as well as plastic products, all of this by
utilizing the brand name "Novelis" (registered, among other
places, in the register of symbols of the German Patent Office
under number 772 134).
(2) The Company may operate all businesses that are suited to
serve its business purpose. In order to attain its business
purpose, the Company may join or acquire other companies of
the same or a similar nature. The Company may establish branch
offices.
ARTICLE 3
The share capital of the Company shall amount to E111,500,000.00
(one hundred eleven million five hundred thousand Euros). It shall be
divided into the following business shares:
1. E11,150,000.00
2. E100,350,000.00.
[Translation]
ARTICLE 4
Any disposition of any business share or any part of any business
share, in particular the assignment, pledging, granting of usufruct,
shall be permissible only with the Company's approval. Article 17 of
the GmbH Act shall remain unaffected thereby.
ARTICLE 5
The business year shall be the calendar year.
ARTICLE 6
The announcements/publications of the Company shall be made in the
Federal Gazette for the Federal Republic of Germany.
II. PARTNERS
ARTICLE 7
(1) The rights of the Company are derived from the pertinent Law
and the provisions set forth in these bylaws.
(2) The partners shall be entitled to the annual net profit, plus
any profit carried forward and minus any loss carried forward.
By simple majority, it may be resolved to allocate certain
amounts to profit reserves or to carry them forward as profit.
(3) The partners shall arrange the business division among the
managing directors and shall issue the business regulations
for the business management if this is deemed necessary or
useful.
(4) The partners shall have the following rights in addition to
the authority granted them under Article 46 Nos. 1-4 and 6-8
of the GmbH Act:
a) Appointing and dismissing the members of the
supervisory board of the company under Articles 6 ff.
of the Co-determination Act,
b) Granting discharge to the managing directors and to
the supervisory board,
c) Issuing managerial instructions in all major and
fundamental technical matters,
d) Establishing guidelines for general business policy.
ARTICLE 8
(1) The decisions to be made by the partners shall be by
resolution with a simple majority of the votes cast, unless
the Law provides otherwise.
(2) Each DM 1,000.00 (one thousand) shall grant one vote.
(3) In addition to meetings, resolutions of the partners may be
taken in writing, by teletype, by telegraph or by telephone to
the extent that no partner shall object to such resolution
taking. Minutes shall be prepared about each resolution; in
each case, one copy of such minutes shall be forwarded to all
partners without delay. Resolutions on amending the bylaws
(partnership agreement) shall require certification by a
notary.
(4) The partners may be represented by proxy in the execution of
their voting rights.
ARTICLE 9
(1) Partners' meetings shall be convened by the partners, their
proxies, by the managing directors or, if the wellbeing of the
company requires such, by the supervisory board.
(2) A partners' meeting shall occur once a year in which the
partners determine the annual accounts, decide on the
utilization of the result and elect the auditor for the
current business year (ordinary partners' meeting). The
ordinary partners' meeting shall be held within six months
after the expiration of each business year.
III. MANAGING DIRECTORS
ARTICLE 10
(1) The Company shall have two or more managing directors.
(2) The managing directors shall be appointed and dismissed by the
supervisory board. The supervisory board may appoint one
managing director as chairman of the business management.
(3) The Company shall be represented by each managing director
individually.
(4) The supervisory board may release in general or in individual
cases one or several managing directors from the restrictions
of Article 181 BGB [civil code].
ARTICLE 11
The managing directors shall manage the business of the Company in
accordance with the laws, these bylaws and the guidelines given them by
the partners.
IV. SUPERVISORY BOARD
ARTICLE 12
(1) The supervisory board shall consist of twelve members; it
shall be composed of six members each of the partners and of
the employees.
(2) The election of the members of the supervisory board shall be
for the period until the end of the partners' meeting that
decides on the discharge for the third year after the
commencement of the term of office. To this extent, the
business year in which the term of office begins shall not be
counted. A reelection of members of the supervisory board
shall be permissible.
(3) The term of office of replacement members as well as of
members of the supervisory board who are elected in lieu of
members who are leaving prematurely shall end no later than
with the term of office of the member who has left.
ARTICLE 13
(1) Subsequent to the ordinary partners' meeting as set forth in
Article 12 Para. 2, a meeting of the supervisory board shall
take place without any special invitation in which a chairman
and his deputy shall be elected for the period of its term of
office. If the chairman or his deputy depart prior to the
expiration of their term of office, a substitutive election
for the remainder of the term of office of the departed member
shall be held without delay.
(2) Immediately following the election of the chairman of the
supervisory board and his deputy the supervisory board shall
establish the committee provided for in Article 27, Para. 3 of
the Co-determination Act.
(3) The chairman of the supervisory board shall issue statements
of intent of the supervisory board and its committees.
(4) The supervisory board may appoint a secretary who does not
need to be a member of the supervisory board. The secretary
shall prepare the meetings of the supervisory board and shall
keep the minutes of the meetings in a safe place.
ARTICLE 14
Meetings of the supervisory board shall be convened by the chairman or,
in the event he is prevented, by his deputy. The summoning shall occur
in writing, by telex or by telegraph under observation of a period of
fourteen days, indicating the agenda (items of deliberation), and shall
be sent to the addresses last provided to the Company.
ARTICLE 15
(1) The supervisory board shall have a quorum if at least half of
its members of which it has to be constituted participate in
the taking of any resolution. Absent members of the
supervisory board may participate in the resolution taking by
having their written votes submitted by another member of the
supervisory board. The submission of the written vote shall be
deemed as participation in the taking of the resolution.
(2) Any resolutions of the supervisory board shall require a
simple majority of the votes cast unless the legal provisions
provide otherwise. If a voting ends in a tie, each member of
the supervisory board shall have the right to demand a new
voting. If the new voting on the same subject matter ends in a
tie as well, the vote of the chairman shall count doubly. The
type of vote shall be determined by the chairman.
(3) Minutes shall be prepared on each meeting of the supervisory
board which shall be signed by the chairman of the meeting and
the secretary.
(4) The members of the supervisory board shall maintain secrecy on
any confidential data and secrets of the Company, in
particular on operational or business secrets that they become
aware of through their activity on the supervisory board.
ARTICLE 16
In addition to being reimbursed for their out-of-pocket expenses, the
members of the supervisory board shall receive a fixed remuneration
whose amount shall be determined by the partners. In any event, the
chairman shall receive the one-and-a-half-fold amount, his deputy the
one-and-a-quarter-fold amount.
6
Certification in accordance with Article 54 of the GmbH Act
Number 45/2005 of my Register of Deeds
I hereby certify that the amended provisions of the partners' agreement are in
conformity with the resolution taken in the notarized partners' meeting of April
12, 2005, number 44/2005 of my register of deeds, and that the unchanged
provisions agree with the complete tenor of the partners' agreement last
submitted to the register files.
Frankfurt am Main, April 12, 2005
[round seal] [signature]
Prof. Dr. Alexander Riesenkampff
Notary