EXHIBIT (3)(ii)
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.
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.
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.
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 Group Vice Presidents, 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.
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.
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 or the 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.