EXHIBIT 3.3
RESOLUTIONS OF THE
BOARD OF DIRECTORS
A. SCHULMAN, INC.
January 11, 1996
WHEREAS, in order to provide a more orderly
procedure for the conduct of annual meetings of
stockholders and to afford the Board of Directors of this
Corporation (the "Board") a more meaningful opportunity
to consider the qualifications of proposed director
nominees, this Board of Directors deems it desirable and
in the best interests of this Corporation and its
stockholders that this Corporation's By-laws be amended
as hereinafter provided to include certain advance-notice
requirements for stockholder business to be conducted at
annual meetings and stockholder nominations to the Board;
NOW THEREFORE BE IT RESOLVED, that Section 2 of
Article II of the By-laws shall be amended by adding to
the end of such section the text attached to these
resolutions as Exhibit A.
RESOLVED, that Section 3 of Article III of the
By-laws shall be amended by adding to the end of such
section the text attached to these resolutions as Exhibit
B.
RESOLVED, that the officers of this Corporation
be, and they hereby are, authorized and directed, jointly
and severally, for and in the name and on behalf of this
Corporation, to execute and deliver any and all
certificates, agreements and other documents, take any
and all steps and do any and all things which they may
deem necessary or advisable in order to effectuate the
purposes of each and all of the foregoing resolutions.
RESOLVED, that any actions taken by such
officers on or prior to the date of the foregoing
resolutions adopted at this meeting that are within the
authority conferred by the foregoing resolutions are
hereby ratified, confirmed and approved as the act and
deed of this Corporation.
Exhibit A
To be properly brought before the meeting,
business must be either (a) specified in the notice
of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or
at the direction of the Board of Directors, or (c)
otherwise properly brought before the meeting by a
stockholder. In addition to any other applicable
requirements, for business to be properly brought
before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in
writing to the secretary of the corporation. To be
timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive
offices of the corporation, not less than 60 days
nor more than 90 days prior to the one year
anniversary date of the immediately preceding annual
meeting of stockholders; provided, however, that in
the event that the annual meeting is called for a
date that is not within the 30 days before or after
such anniversary date, notice by the stockholder in
order to be timely must be so received not later
than the close of business on the 10th day following
the day on which notice of the date of the annual
meeting was mailed or public disclosure of the date
of the meeting was made, whichever first occurs. A
stockholder's notice to the secretary shall set
forth as to each matter the stockholder proposes to
bring before the annual meeting (i) a brief
description of the business desired to be brought
before the annual meeting and the reasons for
conducting such business at the annual meeting, (ii)
the name and record address of the stockholder
proposing such business, (iii) the class and number
of shares of the corporation which are beneficially
owned by the stockholder, and (iv) any material
interest of the stockholder in such business.
Notwithstanding anything in these by-laws
to the contrary, no business shall be conducted at
the annual meeting except in accordance with the
procedures set forth in this Section 2, provided,
however, that nothing in this Section 2 shall be
deemed to preclude discussion by any stockholder of
any business properly brought before the annual
meeting.
The presiding officer of the annual
meeting shall, 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 2, and if he
should so determine, he shall so declare to the
meeting and any such business not properly brought
before the meeting shall not be transacted.
Exhibit B
Only persons who are nominated in
accordance with the following procedures shall be
eligible for election as Directors. Nominations of
persons for election to the Board of Directors at
the annual meeting or at any special meeting of
stockholders called for the election of directors
may be made at a meeting of stockholders by or at
the direction of the Board of Directors, including
by any nominating committee or person appointed by
the Board of Directors, or by any stockholder of the
corporation entitled to vote for the election of
Directors at the meeting who complies with the
notice procedures set forth in this Section 3. Such
nominations, other than those made by or at the
direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the
secretary of the corporation. To be timely, a
stockholder's notice must be delivered to or mailed
and received at the principal executive offices of
the corporation (a) in the case of an annual
meeting, not less than 60 days nor more than 90 days
prior to the one year anniversary date of the
immediately preceding annual meeting of
stockholders; provided, however, that in the event
that the annual meeting is called for a date that is
not within the 30 days before or after such
anniversary date, notice by the stockholder in order
to be timely must be so received not later than the
close of business on the 10th day following the day
on which notice of the date of the annual meeting
was mailed or public disclosure of the date of the
annual meeting was made, whichever first occurs; and
(b) in the case of a special meeting of stockholders
called for the purpose of electing directors, not
later than the close of business on the 10th day
following the day on which notice of the special
meeting was mailed or public disclosure of the date
of the special meeting was made. Such stockholder's
notice to the secretary shall set forth (a) as to
each person whom the stockholder proposes to
nominate for election or re-election as a Director,
(i) that person's consent to such nomination, (ii)
the name, age, business address and residence
address of the person, (iii) the principal
occupation or employment of the person, (iv) the
class and number of shares of capital stock of the
corporation which are beneficially owned by the
person and (v) any other information relating to the
person that is required to be disclosed in
solicitations for proxies for election of Directors
pursuant to Section 14 under the Securities Exchange
Act of 1934, as amended the "Exchange Act"), and the
rules and regulations promulgated thereunder; and
(b) as to the stockholder giving the notice (i) the
name and record address of such stockholder, (ii)
the class and number of shares of capital stock of
the corporation which are beneficially owned by the
stockholder, (iii) a description of all arrangements
and understandings between such stockholder and each
proposed nominee and any other person (including his
name and address) pursuant to which the
nomination(s) are to be made by such stockholder,
(iv) a representation that such stockholder intends
to appear in person or by proxy at the meeting to
nominate the persons named in its notice and (v) any
other information relating to such stockholder that
would be required to be disclosed in a proxy
statement or other filing required to be made in
connection with solicitations of proxies for
election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations
promulgated thereunder. 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 Director of the
corporation. No person shall be eligible for
election as a Director of the corporation unless
nominated in accordance with the procedures set
forth herein.
The presiding officer of the meeting
shall, if the facts warrant, determine and declare
to the meeting 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.