ROHM AND HAAS COMPANY
BYLAWS
ARTICLE I. MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of stockholders shall be
held on such day in April or May and at such time and place as shall be fixed by
the Board of Directors.
SECTION 2. SPECIAL MEETINGS. Special meetings of stockholders may be called
at any time by the Board of Directors, the Chairman of the Board of Directors or
the President, and shall be called by the Secretary at the request in writing of
the holders of a majority of the outstanding shares of stock of the Company
entitled to vote on the matters to be considered at the meeting. The date, time
and place of any special meeting shall be fixed by the Board of Directors.
SECTION 3. NOTICE OF MEETINGS. Notice of each meeting of stockholders shall
be given in writing to each stockholder entitled to vote at the meeting ten to
sixty days before the date of the meeting. The notice shall state the date,
time, place and purpose of the meeting.
SECTION 4. NOTICE OF ADJOURNED MEETINGS. If a meeting of stockholders is
adjourned to another date, time or place, no notice of the adjourned meeting
need be given other than announcement of its date, time and place at the meeting
at which the adjournment is taken. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
SECTION 5. QUORUM. The presence in person or by proxy of the holders of a
majority of the outstanding shares of stock entitled to vote on a particular
matter shall constitute a quorum for the purpose of considering the matter. In
the absence of a quorum, the holders of a majority of the shares present or
represented at the meeting of stockholders may adjourn a meeting until a quorum
shall be present or represented.
SECTION 6. VOTING. Each stockholder having the right to vote shall be
entitled to one vote for each share of stock registered in his name. Such vote
may be cast in person or by proxy complying with the requirements of applicable
law. Except as otherwise required by statute, the certificate of incorporation
of the Company or these bylaws, all matters, including the election of
directors, shall be decided by the vote of the holders of a majority of the
stock of the Company represented and entitled to vote, provided that a quorum is
present. Except for the election of directors and in other cases required by
statute, the vote on any question need not be by ballot.
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SECTION 7. LIST OF STOCKHOLDERS. The Secretary or another officer
designated by the Board of Directors shall prepare, at least ten days before
every meeting of stockholders, a complete list of stockholders entitled to vote
at the meeting. The list shall be arranged in alphabetical order and shall show
the address of each stockholder and the number of shares registered in his name.
The list shall be open to examination by any stockholder for any purpose germane
to the meeting during ordinary business hours for at least ten days prior to the
meeting. The list shall also be available for inspection during the meeting by
any stockholder who is present.
SECTION 8. INSPECTORS OF ELECTION. In advance of each meeting of
stockholders, the Company shall appoint one or more inspectors of election who
shall perform the functions assigned to them by law.
SECTION 9. BUSINESS TO BE CONDUCTED AT MEETINGS. No matter may be brought
before, or acted upon at, any meeting of stockholders except (1) as directed by
the Board of Directors of the Company, or (2) upon motion of any stockholder of
the Company who has notified the Secretary of the Company of such intent (a) in
the case of the annual meeting of stockholders, by such date as may be specified
in the proxy statement for the prior year's annual meeting of stockholders, or
(b) in the case of a meeting other than the annual meeting of stockholders, not
less than 60 nor more than 90 days prior to the meeting date. The stockholder's
notice shall include (1) a brief description of the matter to be brought before
the meeting of stockholders, (2) the name and address of the stockholder and the
number of shares of each class of stock of the Company beneficially owned by
him, and (3) the dates on which he acquired such securities. The chairman of the
meeting shall finally determine whether any matter may be properly brought
before, or acted upon at, any meeting of stockholders in accordance with this
Section.
ARTICLE II. BOARD OF DIRECTORS
SECTION 1. AUTHORITY. The business and affairs of the Company shall be
managed under the direction of the Board of Directors.
SECTION 2. NUMBER AND TERM OF OFFICE. The Board of Directors shall consist
of three to twenty directors, the number to be determined by resolution of the
Board of Directors at any regular or special meeting of the Board. So long as at
least three directors remain, the resignation, removal or death of a director
shall not create a vacancy in the Board of Directors, but the number of
directors constituting the whole Board shall automatically decrease to the
number of directors remaining, until such number shall be changed by resolution
of the Board of Directors. Each director shall continue in office until the next
annual meeting of stockholders and until his successor shall have been elected
and qualified, or until he shall die or resign or shall have been removed in the
manner provided by statute.
SECTION 3. VACANCIES. Any vacancy in the Board of Directors, including new
directorships created by an increase in the authorized number of directors, may
be filled by a majority of the remaining directors even though less than a
quorum, or by the stockholders at any meeting held prior to the filling of such
position by the Board of Directors. If there are fewer than three directors in
office, the remaining director or directors shall appoint the additional
directors required to provide a Board of Directors of at least three directors.
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SECTION 4. PLACE OF MEETINGS. The Board of Directors shall hold its
meetings at such places as it shall determine.
SECTION 5. FIRST MEETING. Immediately after each annual meeting of
stockholders, the Board of Directors shall elect the officers of the Company and
appoint the members of its committees.
SECTION 6. REGULAR MEETINGS. Regular meetings of the Board of Directors may
be held without notice at such times as the Board may designate.
SECTION 7. SPECIAL MEETINGS; NOTICE. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board of
Directors, the President or by any two members of the Board of Directors.
Written, telephone or personal notice of each such meeting shall be given by the
Secretary to each director not later than the day before the day on which the
meeting is to be held.
SECTION 8. QUORUM. A majority of the directors in office at the time of any
regular or special meeting of the Board of Directors shall constitute a quorum
for the transaction of business at such meeting. In the absence of a quorum, a
majority of the directors present may adjourn the meeting from time to time
until a quorum is present. No notice of the adjourned meeting need be given
other than announcement of its date, time and place at the meeting at which the
adjournment is taken.
SECTION 9. RELIANCE ON RECORDS. Each director, officer or member of any
committee appointed by the Board of Directors shall in the performance of his
duties be fully protected in relying in good faith upon the books of account or
reports made to the Company by any of its officers, agents or employees or by
duly qualified outside legal or engineering counsel or by any independent
accountant, or by any appraiser selected with reasonable care by the Board of
Directors or by any such committee, or in relying in good faith upon other
records of the Company.
ARTICLE III. COMMITTEES
SECTION 1. THE EXECUTIVE COMMITTEE. The Board of Directors may appoint two
or more of their number to constitute an Executive Committee, which may exercise
all the powers of the Board of Directors except that the Executive Committee
shall not have the power to take any action which under the Delaware General
Corporation Law is reserved to the Board of Directors, and the Executive
Committee shall not have the power to change the number of directors, to fill
any vacancy in the Board of Directors, to change the number of members of the
Executive Committee or to fill any vacancy in the Executive Committee.
SECTION 2. OTHER COMMITTEES. The Board of Directors may appoint committees
other than the Executive Committee. Each committee shall have the powers
specified by the Board of Directors.
SECTION 3. COMMITTEE CHAIRMEN. The chairman of each committee shall be
appointed by the Board, or, in the absence of such appointment, chosen by the
members of the committee.
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SECTION 4. MEETINGS, NOTICE AND QUORUM. Regular meetings of any committee
of the Board of Directors may be held without notice at such times as the
committee may designate. Special meetings of any committee may be held whenever
called by the chairman. Notice of special meetings shall be given as in the case
of special meetings of the Board of Directors. A majority of the members of any
committee shall constitute a quorum for the transaction of business.
SECTION 5. VACANCIES; DESIGNATION OF ALTERNATE MEMBERS. Vacancies in any
committee may be filled only by the Board of Directors. The Board of Directors
may also designate alternate members of any committee to serve in the temporary
absence or disqualification of any member of any committee.
ARTICLE IV. OFFICERS
SECTION 1. NUMBER. The officers of the Company shall be a Chairman of the
Board of Directors, a President, one or more Vice Presidents, a Chief Financial
Officer, a Treasurer, a Secretary and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article.
SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The officers of the
Company shall be chosen at least annually by the Board of Directors. Each
officer, except officers appointed in accordance with the provisions of Section
3 of this Article, shall hold office until his successor shall have been duly
chosen and qualified, or until he shall die or resign, or shall have been
removed in the manner hereinafter provided. The Chairman of the Board of
Directors and the President shall be chosen from among the directors, but the
other officers need not be directors.
SECTION 3. OTHER OFFICERS. The Board of Directors may appoint such other
officers as the business of the Company may require, each to hold office for
such period, have such authority and perform such duties as the Board of
Directors may determine. The Board of Directors may delegate to any officer or
committee the power to appoint such other officers.
SECTION 4. REMOVAL. Any officer may be removed at any time, either with or
without cause, by the Board of Directors.
SECTION 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause may be filled by the
Board of Directors.
SECTION 6. CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of the Board of
Directors shall be the Chief Executive Officer of the Company and shall have
general supervision over the business of the Company and over its several
officers, subject to the direction of the Board of Directors. He shall preside
at meetings of the Board of Directors and stockholders and shall have such other
duties as may be assigned by the Board of Directors.
SECTION 7. PRESIDENT. The President shall be the Chief Operating Officer of
the Company and shall have the responsibility for the day-to-day operations of
the business. He shall perform such other duties as from time to time may be
assigned to him by the Chairman. He shall also, in the absence or at the request
of the Chairman, exercise the powers and perform the duties of the Chairman in
his capacity as Chief Executive Officer.
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SECTION 8. OTHER OFFICERS. The other officers shall have such powers and
perform such duties as are customarily incident to their offices and as may be
assigned by the Board of Directors or the Chairman of the Board of Directors.
ARTICLE V. INDEMNIFICATION
SECTION 1. RIGHT TO INDEMNIFICATION. The Company shall indemnify any person
who was or is a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, either civil, criminal,
administrative or investigative, by reason of the fact that he is or was a
director, officer or employee of the company (including the subsidiaries of the
Company) or of a constituent corporation absorbed in a consolidation or merger
(a "Constituent Corporation"), or is or was serving at the request of the
Company or a Constituent Corporation as a director, officer, or employee of
another enterprise, or is or was a director, officer or employee of the Company
or a Constituent Corporation serving at its request as an administrator, trustee
or other fiduciary of one or more of the employee benefit plans of the Company
or of another enterprise, against expenses (including attorney's fees),
judgments, fines, excise taxes, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding to
the extent that such person is not insured or otherwise indemnified and the
power to so indemnify has been or may be granted by statute. The determination
of the Company's duty or power to indemnify any such person under the applicable
statutory standards may be made in any manner permitted by law.
SECTION 2. ADVANCE OF EXPENSES. Expenses (including attorney's fees)
incurred in defending a civil, criminal, administrative or investigative action,
suit or proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding (a) for any present director or
officer of the Company 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 Company, or (b) for any other
person, upon such terms and conditions as the audit Committee deems appropriate.
SECTION 3. FOREGOING NOT EXCLUSIVE. The foregoing indemnification and
advancement of expenses shall not be deemed exclusive of any other right to
which one indemnified may be entitled, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall inure to the benefit of the heirs, executors and administrators of any
such person.
SECTION 4. INSURANCE AND OTHER INDEMNIFICATION. The Board of Directors
shall have the power to purchase and maintain, at the Company's expense,
insurance on behalf of the Company and other persons to the extent that the
power to do so has been or may be granted by statute. This power shall exist
whether or not the Company would have had the power to indemnify such person
against the liability insured against under the provisions of Section 1 of this
Article. The Board of Directors shall also be empowered to give any other
indemnification to the extent permitted by law.
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SECTION 5. CLAIMS. In any action brought against the Company by a person
claiming indemnification pursuant to the provisions of this Article, the Company
shall have the burden of proving that such person is not entitled to
indemnification. If any such action is successful, either in whole or in part,
the reasonable expenses incurred in prosecuting the action shall also be paid by
the Company.
ARTICLE VI. PROXIES FOR SECURITIES OF OTHER CORPORATIONS
Unless otherwise determined by the Board of Directors or the Executive
Committee, the Chairman of the Board of Directors, the President, any Vice
President, the Secretary or any Assistant Secretary of the Company may exercise
for the Company the powers and rights which the Company may have as the holder
of stock or other securities in any other corporation. Such persons may also
execute all such written proxies or other instruments as they may deem necessary
so that the Company may exercise such powers and rights.
ARTICLE VII. SHARES OF STOCK
SECTION 1. CERTIFICATES OF STOCK. Every stockholder shall be entitled to
have a certificate in such form as the Board of Directors shall approve,
certifying the number and class of shares of stock of the Company owned by him.
SECTION 2. TRANSFER OF SHARES. Shares of stock of the Company shall be
transferable on the books of the Company by the holder thereof in person or by
his attorney upon surrender for cancellation of certificates for the same number
of shares, duly endorsed or accompanied by a duly executed stock transfer power
and with such proof of the authenticity of signatures as the Company or its
agents may reasonably require.
SECTION 3. LOST, STOLEN AND DESTROYED CERTIFICATES. The Board of Directors
may make such rules as it may deem expedient concerning the issue, transfer and
registration of certificates for stock and the replacement of lost, stolen or
destroyed certificates.
ARTICLE VIII. SEAL
The seal of the Company shall be in the form of a circle which shall bear
the name of the Company and the phrase "Incorporated 1917 Delaware."
ARTICLE IX. FISCAL YEAR
The fiscal year of the Company shall end on December 31.
ARTICLE X. AMENDMENTS
These bylaws may be amended or repealed, or new bylaws may be adopted, at
any regular or special meeting of the Board of Directors by the vote of a
majority of the directors or at any annual or special meeting of the
stockholders by the vote of the holders of a majority of the outstanding stock
entitled to vote; provided that notice of such proposed action shall be included
in the notice of such meeting of directors or stockholders.
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