Exhibit 3.2
REGULATIONS
OF
THE LUBRIZOL CORPORATION
MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of the Company
shall be held at the principal office of the Company, or at such other place
within or without the State of Ohio as the directors may determine, on the
fourth Monday of April of each year, if not a legal holiday, or, if a legal
holiday, then on the next succeeding business day. The directors shall be
elected thereat and such other business transacted as may be specified in the
notice of the meeting.
Section 2. Special Meetings. Special meetings of the shareholders may be called
at any time by the Chairman of the Board, the Vice Chairman of the Board, the
President, or by a majority of the directors acting with or without a meeting,
or by shareholders holding fifty percent (50%) or more of the outstanding shares
entitled to vote thereat. Such meetings may be held within or without the State
of Ohio at suchtime and place as may be specified in the notice thereof.
Section 3. Notice of Meetings. Written or printed notice of every annual or
special meeting of the shareholders stating the time and place and the purposes
thereof shall be given to each shareholder entitled to vote thereat and to each
shareholder entitled to notice as provided by law, by mailing the same to his
last address appearing on the records of the Company at least seven days before
any such meeting. Any shareholder may waive any notice required to be given by
law or under these Regulations, and by attendance at any meeting, shall be
deemed to have waived notice thereof.
Section 4. Persons Becoming Entitled by Operation of Law of Transfer. Every
person who, by operation of law transfer, or any other means whatsoever, shall
become entitled to any shares, shall be bound by every notice in respect of such
share or shares which previously to the entering of his name and address on the
records of the Company shall have been duly given to the person from whom he
derives his title to such shares.
Section 5. Quorum and Adjournments. Except as may be otherwise required by law
or by the Articles of Incorporation, the holders of shares entitling them to
exercise a majority of the voting power of the Company shall constitute a quorum
to hold a shareholders meeting; provided, however, that at any meeting, whether
a quorum is present or otherwise, the holders of a majority of the voting shares
represented thereat may adjourn from time to time without notice other than by
announcement at such meeting.
Section 6. Business to be Conducted at Meetings. At any meeting of shareholders,
only such business shall be conducted as shall have been properly brought before
the meeting. To be properly brought before a meeting of shareholders, business
must be specified in the notice of meeting (or any supplement thereto) given by
or at the direction of the Directors, otherwise properly brought before the
meeting by or at the direction of the directors or otherwise properly brought
before the meeting by a shareholder. For business to be properly brought before
a meeting of shareholders by a shareholder, the shareholder must have given
timely notice thereof in writing to the Secretary of the Company. To be timely,
a shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than sixty (60) days nor
more than ninety (90) days prior to the meeting; provided, however, that in the
event that less than seventy-five (75) days' notice or prior public disclosure
of the date of the meeting is given or made to the shareholders, notice by the
shareholder to be timely must be so received not later than the close of
business on the fifteenth (15th) day following the earlier of the day on which
such notice of the date of the meeting was mailed or such public disclosure was
made. A shareholder's notice to the Secretary shall set forth as to each matter
the shareholder proposes to bring before the meeting (i) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting; (ii) the name and record address of the
shareholder proposing such business;
(iii) the class and number of shares of the Company which are beneficially owned
by such shareholder; and (iv) any material interest of such shareholder in such
business.
Notwithstanding anything in the Regulations of the Company to the
contrary, no business shall be conducted at a meeting of shareholders except in
accordance with the procedures set forth in this Section 6. The Chairman of the
meeting of shareholders may, if the facts warrant determine and declare to the
meeting that business was not properly brought before the meeting in accordance
with the provisions of this Section 6, and if he should so determine, any such
business shall not be transacted.
DIRECTORS
Section 7. Number. The number of directors may be determined by the vote
of the holders of a majority of the shares of the Company entitled to vote for
the election of directors that are represented at any annual meeting or special
meeting called for the purpose of electing directors or by resolution adopted by
affirmative vote of a majority of the directors then in office, provided that
the number of directors shall in no event be fewer than nine (9) nor more than
thirteen (13). When so fixed, such number shall continue to be the authorized
number of directors until changed by the shareholders or directors by vote as
aforesaid.
Section 8. Nominations. Only persons who are nominated in accordance with
the following procedures shall be eligible for election as directors.
Nominations of persons for election as directors of the Company may be made at a
meeting of shareholders by or at the direction of the directors, by any
nominating committee or person appointed by the directors, or by any shareholder
of the Company entitled to vote for the election of directors who complies with
the notice procedures set forth in this Section 8. Nominations by shareholders
shall be made pursuant to timely notice in writing to the Secretary of the
Company. To be timely, a shareholder's notice shall be delivered to or mailed
and received at the principal executive offices of the Company not less than
sixty (60) days nor more than ninety (90) days prior to the meeting; provided,
however, that in the event that less than seventy-five (75) days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received not
later than the close of business on the fifteenth (15th) day following the
earlier of the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such shareholder's notice shall set forth: (a)
as to each person who is not an incumbent director whom the shareholder proposes
to nominate for election as a director, (i) the name, age, business address and
residence address of such person, (ii) the principal occupation or employment of
such person, (iii) the class and number of shares of the Company which are
beneficially owned by such person, and (iv) any other information relating to
such person that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Regulation 14A under the Securities Exchange
Act of 1934 (or any comparable successor rule or regulation under such Act); and
(b) as to the shareholder giving the notice (i) the name and record address of
such shareholder, and (ii) the class and number of shares of the Company which
are beneficially owned by such shareholder. Such notice shall be accompanied by
the written consent of each proposed nominee to serve as a director of the
Company, if elected. No person shall be eligible for election as a director of
the Company unless nominated in accordance with the procedures set forth in this
Section 8.
The Chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
provisions of this Section 8, and if he should so determine the defective
nomination shall be disregarded.
Section 9. Classification, Election and Term of Office of Directors. The
directors shall be divided into three classes, as nearly equal in number as
possible. At the 1985 Annual Meeting of Shareholders, one class of directors
shall be elected for a one-year term, one class for a two-year term and one
class for a three-year term. At each succeeding annual meeting of shareholders,
successors to the class of directors whose term expires in that year will be
elected for a three-year term. At such time as the shareholders or directors fix
or change the total number of directors comprising the Board of directors, they
shall also fix, or determine the adjustment to be made to, the number of
directors comprising the three classes of directors, provided, however, that no
reduction in the number of directors shall of itself
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result in the removal of or shorten the term of any incumbent director. In the
case of any increase in the number of directors of any class, any additional
directors elected to such class shall hold office for a term which shall
coincide with the term of such class. A director shall hold office until the
annual meeting for the year in which his term expires and until his successor
shall be elected and shall qualify, subject, however, to prior death,
resignation, or removal from office. Election of directors shall be by ballot
whenever requested by any person entitled to vote at the meeting, but unless so
requested, such election may be conducted in any way approved at such meeting.
Section 10. Removal. Except as otherwise provided by law, all the
directors, or all the directors of a particular class, or any individual
director, may be removed from office without assigning any cause, by the
affirmative vote of at least sixty-six and two-thirds percent (66-2/3%) of the
shares of the Company present in person or represented by proxy and entitled to
vote in respect thereof, at an annual meeting or at any special meeting duly
called for such purpose.
Section 11. Vacancies. Whenever any vacancy shall occur among the
directors, the remaining directors shall constitute the directors of the Company
until such vacancy is filled or until the number of directors is changed as
above provided. The remaining directors; though less than a majority of the
whole authorized number of directors, may, by a vote of a majority of their
number, fill any vacancy for a term ending with the next annual meeting or until
a successor is elected and qualified.
Section 12. Quorum. A majority of the directors in office at the time
shall constitute a quorum - provided that any meeting duly called, whether a
quorum be present or otherwise, may, by note of a majority of the directors
present adjourn from time to time and place to place within or without the State
of Ohio without notice other than by announcement at the meeting. At any meeting
of the directors at which a quorum is present, all questions and business shall
be determined by the affirmative vote of not less than a majority of the
directors present.
Section 13. Organization Meeting. Immediately after each annual meeting of
the shareholders at which directors are elected, or each special meeting held in
lieu thereof, the newly elected directors, if a quorum thereof be present, shall
hold an organization meeting at the same place or at such other time and place
as may be fixed by the shareholders at such meeting, for the purpose of electing
officers and transacting any other business. Notice of such meeting need not be
given. If for any reason such organization meeting is not held at such time, a
special meeting for such purpose shall be held as soon thereafter as
practicable.
Section 14. Regular Meetings. Regular meetings of the directors may be
held at such times and places within or without the State of Ohio as may be
provided for in by-laws or resolutions adopted by the directors and upon such
notice, if any, shall be so provided for.
Section 15. Special Meetings. Special meetings of the directors may be
held at any time within or without the State of Ohio upon call by the Chairman
of the Board, the Vice Chairman of the Board, the President, or any two
directors. Notice of each such meeting shall be given to each director by letter
or telegram or in person not less than forty-eight (48) hours prior to such
meeting; provided, however, that such notice shall be deemed to have been waived
by the directors attending such meeting, and may be waived in writing or by
telegram by any director either before or after such meeting. Unless otherwise
indicated in the notice thereof, any business may be transacted at any
organization, regular or special meeting.
Section 16. Compensation. The directors are authorized to fix a reasonable
salary for directors or a reasonable fee for attendance at any meeting of the
directors, the Executive Committee, or other committees elected under Section 18
hereof, or any combination of salary and attendance fee, provided that no
compensation as director shall be paid to any director who is a full-time
employee of the Company. In addition to such compensation provided for
directors, they shall be reimbursed for any expenses incurred by them in
traveling to and from such meetings.
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EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 17. Membership and Organization. (a) The directors, at any time
may elect from their number an Executive Committee which shall consist of not
less than three members, each of whom shall hold office during the pleasure of
the directors and may be removed at anytime, with or without cause by note
thereof.
(b) Vacancies occurring in the Committee may be filled by the directors.
(c) The Committee shall appoint one of its own number as Chairman who
shall preside at all meetings and may also appoint a Secretary (who need not be
a member of the Committee) who shall keep its records and who shall hold office
during the pleasure of the Committee.
Section 18. Meetings. (a) Meeting of the Committee may be held upon notice
of the time and place thereof at any place within or without the State of Ohio
and until otherwise ordered by the Committee shall be held at any time and place
at the call of the Chairman or any two members thereof.
(b) A majority of the members of the Committee shall be necessary for the
transaction of any business and at any meeting the Committee may exercise any or
all of its powers and any business which shall come before any meeting maybe
transacted thereat, provided a majority of the Committee is present, but in
every case the affirmative vote of a majority of all of the members of the
Committee shall be necessary to any action by it taken.
Section 19. Powers. Except as its powers, duties and functions may be
limited or prescribed by the directors, during the intervals between the
meetings of the directors, the Committee shall possess and may exercise all the
powers of the directors in the management and control of the business of the
Company; provided that the Committee shall not be empowered to
declare-dividends, elect officers, nor to fill vacancies among the directors of
Executive Committee. All actions of the Committee shall be reported to the
directors at their meeting next succeeding such action and shall be subject to
revision or alteration by the directors provided that no rights of any third
person shall be affected thereby.
Section 20. Other Committees. The directors may elect other committees
from among the directors in addition to or in lieu of an Executive Committee and
give to them any of the powers which under the foregoing provisions could be
vested in an Executive Committee. Sections 15 and 16 shall be applicable to such
other committees.
OFFICERS
Section 21 - Officers Designated. The directors at their organization
meeting or at a special meeting held in lieu thereof, shall elect a President, a
Secretary, a Treasurer and, in their discretion, a Chairman of the Board, a Vice
Chairman of the Board, one or more Vice Presidents, an Assistant Secretary or
Secretaries, an Assistant Treasurer or Treasurers, and such other officers as
the directors may see fit. The President, the Chairman of the Board and the Vice
Chairman of the Board shall be, but the other officers may, but need not be,
chosen from among the directors. Any two or more of such offices other than that
of President and Vice President, or Secretary and Assistant Secretary or
Treasurer and Assistant Treasurer, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity.
Section 22. Tenure of Office. The officers of the Company shall hold
office until the next organization meeting of the directors and until their
successors are chosen and qualified, except in case of resignation, death or
removal. The directors may remove any officer at any time with or without cause
by a majority vote of the directors in office at the time. A vacancy, however
created, in any office may be filled by election by the directors.
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Section 23. Chairman of the Board and President. The Chairman of the Board
shall preside at meetings of shareholders and at meetings of directors. The
President shall, in the absence of the Chairman of the Board, preside at
meetings of the shareholders and in the absence of the Chairman of the Board and
of the Vice Chairman of the Board shall also preside at meetings of the
directors. The directors shall designate either the Chairman of the Board or the
President as chief executive officer of the Company. The chief executive officer
of the Company shall have general supervision over its property, business and
affairs, and perform all the duties usually incident to such office, subject to
the directions of the directors. He may execute all authorized deeds, mortgages,
bonds, contracts and other obligations, in the name of the Company, and shall
have such other powers and duties as may be prescribed by the directors. During
such time as the President or Chairman of the Board, as the case may be, is not
the chief executive officer, he shall have such authority and perform such
duties as the directors may determine. In case of the absence or disability of
the chief executive officer or when circumstances prevent the chief executive
officer from acting, the President (if the Chairman of the Board is the chief
executive officer) or the Chairman of the Board (if the President is the chief
executive officer) shall perform the duties of the chief executive officer.
Section 24. Vice Chairman of the Board. The Vice Chairman of the Board, if
any, shall, in the absence of the Chairman of the Board, preside at meetings of
the directors and shall have such other powers and duties as may be prescribed
by the directors.
Section 25. Vice Presidents. The Vice Presidents shall have such powers
and duties as may be prescribed by the directors or as may be delegated by the
chief executive officer. Incase of the absence or disability of the Chairman of
the Board and the President or when circumstances prevent them from acting, the
Vice Presidents, in the order designated by the directors, shall perform the
duties of the chief executive officer, and in such case, the power of the Vice
Presidents to execute all authorized deeds, mortgages, bonds, contracts and
other obligations, in the name of the Company shall be coordinate with like
powers of the chief executive officer and any such instrument so executed by
such Vice Presidents shall be as valid and binding as though executed by the
chief executive officer. In case the chief executive officer and such Vice
Presidents are absent or unable to perform their duties, the directors may
appoint a President pro tempore.
Section 26. Secretary. The Secretary shall keep the minutes of all
meetings of the shareholders and the directors. He shall keep such records as
may be required by the directors, shall have charge of the seal of the Company
and shall give all notices of shareholders and directors meetings required by
law or by these Regulations, or otherwise, and shall have such other powers and
duties as may be prescribed by the directors.
Section 27. Treasurer. The Treasurer shall receive and have in charge all
money, bills, notes, bonds, stocks in other corporations and similar property
belonging to the Company, and shall do with the same as shall be ordered by the
directors. He shall keep accurate financial accounts, and hold the same open for
inspection and examination of the directors. On the expiration of this term of
office, he shall turn over to his successor, or the directors, all property,
books, papers and money of the Company in his hands. He shall have such other
powers and duties as may be prescribed by the directors.
Section 28. Other Officers. The Assistant Secretaries, Assistant
Treasurers, if any, and any other officers that the directors may elect, shall
have such powers and duties as the directors may prescribe.
Section 29. Delegation of Duties. The directors are authorized to delegate
the duties of any officers to any other officer and generally to control the
action of the officers and to require the performance of duties in addition to
those mentioned herein.
Section 30. Compensation. The directors are authorized to determine or to
provide the method of determining the compensation of all officers.
Section 31 Bond. Any officer or employee, if required by the directors,
shall give bond in such sum and with such security as the directors may require
for the faithful performance of his duties.
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Section 32. Signing Checks and Other Instruments. The directors are
authorized to determine or provide the method of determining how checks, notes,
bills of exchange and similar instruments shall be signed, countersigned or
endorsed.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Section 33. Indemnification. The Company shall indemnify any director or
officer and any former director or officer of the Company and any such director
or officer who is or has served at the request of the Company as a director,
officer or trustee of another corporation, partnership, joint venture, trust or
other enterprise (and his heirs, executors and administrators) against expenses,
including attorney's fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him by reason of the fact that he is or was
such director, officer or trustee in connection with any threatened, pending or
completed action, suitor proceeding, whether civil, criminal, administrative or
investigative to the full extent permitted by applicable law. The
indemnification provided for herein shall not be deemed to restrict the right of
the Company (i) to indemnify employees, agents and others to the extent not
prohibited by such law, (ii) to purchase and maintain insurance or furnish
similar protection on behalf of or for any person who is or was a director,
officer, employee or agent of the Company, or any person who is or was serving
at the request of the Company as a director, officer, trustee, employee or agent
of another corporation, joint venture, partnership, trust or other enterprise
against any liability asserted against him or incurred by him in any such
capacity or arising out of his status as such and (iii) to enter into agreements
with persons of the class identified in clause (ii) above indemnifying them
against any and all liabilities (or such lesser indemnification as may be
provided in such agreements) asserted against or incurred by them in such
capacities.
CORPORATE SEAL
Section 34. The corporate seal of this Company shall be circular in form
and contain the name of the Company.
PROVISIONS IN ARTICLES OF INCORPORATION
Section 35. These Regulations are at all times subject to the provisions
of the Articles of Incorporation of the Company (including in such term whenever
used in these Regulations all amendments to the Articles of Incorporation in
force at the time) and in case of any conflict, the provisions in the Articles
of Incorporation shall govern.
AMENDMENTS
Section 36. Amendments. (a) These Regulations may be altered, changed or
amended in any respect or superseded by new Regulations, in whole or in part, by
the affirmative vote of the holders of a majority of the shares of the Company
present in person or by proxy and entitled to vote thereon, at an annual or
special meeting duly called for such purpose.
(b) Notwithstanding the provisions of Section 36(a) hereof and
notwithstanding the fact that a lesser percentage may be specified by law or in
any agreement with any national securities exchange or any other provision of
these Regulations, the amendment, alteration, change or repeal of, or adoption
of any provisions inconsistent with, Sections 7, 9 or 10 of these Regulations
shall require the affirmative vote, at an annual or special meeting duly called
for such purpose, of the holders of shares representing at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of the Company, unless such
amendment, alteration, change, repeal or adoption has been recommended by at
least two-thirds of the Board of Directors of the Company then in office, in
which event the provisions of Section 36(a) hereof shall apply.
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