EXHIBIT 3.4
BYLAWS
OF
E. I. DU PONT DE NEMOURS AND COMPANY
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Incorporated Under The Laws of Delaware
AS REVISED November 15, 1997
EXHIBIT 3.4
BYLAWS
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ARTICLE I.
MEETING OF STOCKHOLDERS:
Section 1. Annual 1
Section 2. Special 1
Section 3. Notice 1
Section 4. Quorum 1
Section 5. Organization 1
Section 6. Voting 2
Section 7. Inspectors 2
ARTICLE II.
BOARD OF DIRECTORS:
Section 1. Number 2
Section 2. Term 2
Section 3. Increase of Number 2
Section 4. Resignation 2
Section 5. Vacancies 2
Section 6. Regular Meetings 2
Section 7. Special Meetings 3
Section 8. Quorum 3
Section 9. Place of Meeting, Etc. 3
Section 10. Interested Directors; Quorum 3
ARTICLE III.
COMMITTEES OF THE BOARD:
Section 1. Committees 4
Section 2. Procedure 4
Section 3. Reports to the Board 4
Section 4. Strategic Direction Committee 4
Section 5. Audit Committee 5
Section 6 Environmental Policy Committee 5
Section 7. Compensation Committee 5
Section 8. Corporate Governance Committee 5
ARTICLE IV.
OFFICE OF THE CHIEF EXECUTIVE 5
EXHIBIT 3.4
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ARTICLE V.
OFFICERS:
Section 1. Officers 6
Section 2. Chairman of the Board 6
Section 3. President 6
Section 4. Executive Vice Presidents 6
Section 5. Vice Presidents 6
Section 6. Senior Vice President - Finance 6
Section 7. Treasurer 6
Section 8. Assistant Treasurer 7
Section 9. Controller 7
Section 10. Assistant Controller 7
Section 11. Secretary 7
Section 12. Assistant Secretary 7
Section 13. Removal 7
Section 14. Resignation 7
Section 15. Vacancies 7
ARTICLE VI.
MISCELLANEOUS:
Section 1. Indemnification of Directors or Officers 8
Section 2. Certificate for Shares 8
Section 3. Transfer of Shares 9
Section 4. Regulations 9
Section 5. Record Date of Stockholders 9
Section 6. Corporate Seal 9
ARTICLE VII.
AMENDMENTS 10
EXHIBIT 3.4
BYLAWS
OF
E. I. DU PONT DE NEMOURS AND COMPANY
ARTICLE I.
MEETING OF STOCKHOLDERS
SECTION 1. Annual. Meetings of the stockholders for the
purpose of electing Directors, and transacting such other proper
business as may be brought before the meeting, shall be held
annually at such date, time and place, within or without the
State of Delaware as may be designated by the Board of Directors
("Board").
SECTION 2. Special. Special meetings of the stockholders
may be called by the Board and shall be called by the Secretary
at the request in writing of the holders of record of at least
twenty-five percent of the outstanding stock of the corporation
entitled to vote. Special meetings shall be held within or
without the State of Delaware, as the Board shall designate.
SECTION 3. Notice. Written notice of each meeting of
stockholders, stating the place, date and hour of the meeting,
and the purpose or purposes thereof, shall be mailed not less
than ten nor more than sixty days before the date of such
meeting to each stockholder entitled to vote thereat.
SECTION 4. Quorum. Unless otherwise provided by statute,
the holders of shares of stock entitled to cast a majority of
votes at a meeting, present either in person or by proxy, shall
constitute a quorum at such meeting.
Absence of a quorum of the holders of Common Stock or
Preferred Stock at any meeting or adjournment thereof, at which
under the Certificate of Incorporation the holders of Preferred
Stock have the right to elect any Directors, shall not prevent
the election of Directors by the other class of stockholders
entitled to elect Directors as a class if the necessary quorum
of stockholders of such other class shall be present in person
or by proxy.
SECTION 5. Organization. The Chairman of the Board or,
in the Chairman's absence, the President shall preside at
meetings of stockholders. The Secretary of the Company shall act
as Secretary of all meetings of the stockholders, but in the
absence of the Secretary the presiding officer may appoint a
Secretary of the meeting. The order of business for such
meetings shall be determined by the Chairman of the Board, or,
in the Chairman's absence, by the President.
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EXHIBIT 3.4
SECTION 6. Voting. Each stockholder entitled to vote at
any meeting shall be entitled to one vote, in person or by written
proxy, for each share held of record. Upon the demand of any
stockholder, such stockholder shall be entitled to vote by ballot.
All elections and questions shall be decided by plurality vote,
except as otherwise required by statute.
SECTION 7. Inspectors. At each meeting of the
stockholders the polls shall be opened and closed; the proxies
and ballots shall be received and be taken in charge, and all
questions touching the qualification of voters and the validity
of proxies, and the acceptance or rejection of votes shall be
decided by three Inspectors, two of whom shall have power to make
a decision. Such Inspectors shall be appointed by the Board
before the meeting, or in default thereof, by the presiding
officer at the meeting, and shall be sworn to the faithful
performance of their duties. If any of the Inspectors previously
appointed shall fail to attend or refuse or be unable to serve,
substitutes shall be appointed by the presiding officer.
ARTICLE II.
BOARD OF DIRECTORS
SECTION 1. Number. The business and affairs of the
Company shall be under the direction of the Board. The number of
Directors, which shall not be less than ten, shall be determined
from time to time by the vote of two-thirds of the whole Board.
SECTION 2. Term. Each Director shall hold office until
the next annual election of Directors and until the Director's
successor is elected and qualified.
SECTION 3. Increase of Number. In case of any increase
in the number of Directors between Annual Meetings of
Stockholders, each additional Director shall be elected by the
vote of two-thirds of the whole Board.
SECTION 4. Resignation. A Director may resign at any
time by giving written notice to the Chairman of the Board or the
Secretary. The acceptance thereof shall not be necessary to make
it effective; and such resignation shall take effect at the time
specified therein or, in the absence of such specification, it
shall take effect upon the receipt thereof.
SECTION 5. Vacancies. In case of any vacancy in the
Board for any cause, the remaining Directors, by vote of majority
of the whole Board, may elect a successor to hold office for the
unexpired term of the Director whose place is vacant.
SECTION 6. Regular Meetings. Regular meetings of the
Board shall be held at such times as the Board may designate. A
notice of each regular meeting shall not be required.
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EXHIBIT 3.4
SECTION 7. Special Meetings. Special meetings of the
Board shall be held whenever called by the direction of the
Chairman of the Board, or of one-third of the Directors.
The Secretary shall give notice of such special
meetings by mailing the same at least two days before the
meeting, or by telegraphing the same at least one day before the
meeting to each Director; but such notice may be waived by any
Director. Unless otherwise indicated in the notice thereof, any
and all business may be transacted at a special meeting. At any
meeting at which every Director shall be present, any business
may be transacted, irrespective of notice.
SECTION 8. Quorum. One-third of the Board shall
constitute a quorum. If there be less than a quorum present at
any meeting, a majority of those present may adjourn the meeting
from time to time.
Except as otherwise provided by law, the Certificate of
Incorporation, or by these Bylaws, the affirmative vote of a
majority of the Directors present at any meeting at which there
is a quorum shall be necessary for the passage of any resolution.
SECTION 9. Place of Meeting, Etc. The Directors shall
hold the meetings, and may have an office or offices in such
place or places within or outside the State of Delaware as the
Board from time to time may determine.
SECTION 10. Interested Directors; Quorum
1) No contract or other transaction between the Company and
one or more of its Directors, or between the Company and any
other corporation, partnership, association, or other
organization in which one or more of the Directors of the Company
is a Director or officer, or has a financial interest, shall be
void or voidable, because the Director is present at or
participates in the meeting of the Board or committee thereof
which authorizes the contract or transaction, or solely because
such Director's vote is counted for such purpose, if:
(a) the material facts as to such Director's
relationship or interest and as to the contract or transaction are
disclosed or are known to the Board or the committee, and the
Board or committee in good faith authorizes the contract or
transaction by the affirmative votes of a majority of the
disinterested Directors, even though the disinterested Directors
be less than a quorum; or
(b) the material facts as to such Director's
relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved
in good faith by vote of the stockholders; or
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EXHIBIT 3.4
(c) the contract or transaction is fair as to the Company
as of the time it is authorized, approved or ratified, by the
Board, a committee thereof, or the stockholders; and
2) Common or interested Directors may be counted in
determining the presence of a quorum at a meeting of the Board or
of a committee which authorizes the contract or transaction.
ARTICLE III.
COMMITTEES OF THE BOARD
SECTION 1. Committees. The Board shall by the
affirmative vote of a majority of the whole Board, elect from the
Directors a Strategic Direction Committee, an Audit Committee, an
Environmental Policy Committee, a Compensation Committee, and a
Corporate Governance Committee and may, by resolution passed by a
majority of the whole Board, designate one or more additional
committees, each committee to consist of one or more Directors.
The Board shall designate for each of these committees a Chairman,
and, if desired, a Vice Chairman, who shall continue as such
during the pleasure of the Board. The number of members of each
committee shall be determined from time to time by the Board.
SECTION 2. Procedure. Each Committee shall fix its own
rules of procedure and shall meet where and as provided by such
rules. A majority of a committee shall constitute a quorum. In
the absence or disqualification of a member of any committee, the
members of such committee present at any meeting, and not
disqualified from voting, whether or not they constitute a
quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or
disqualified member.
SECTION 3. Reports To The Board. Each Committee shall
keep regular minutes of its proceedings and shall periodically
report to the Board summaries of the Committee's significant
completed actions and such other matters as requested by the
Board.
SECTION 4. Strategic Direction Committee. The Strategic
Direction Committee shall review the Company's strategic
direction and overall objectives and shall have such powers and
perform such duties as may be assigned to it from time to time by
the Board.
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EXHIBIT 3.4
SECTION 5. Audit Committee. The Audit Committee shall
employ independent public accountants, subject to stockholder
ratification at each annual meeting, review the adequacy of
internal controls and the accounting principles employed in
financial reporting, and shall have such power and perform such
duties as may be assigned to it from time to time by the Board.
None of the Members of the Audit Committee shall be an officer or
employee of the Company or its subsidiaries.
SECTION 6. Environmental Policy Committee. The
Environmental Policy Committee shall review the Company's
environmental policies and practices and shall have such powers
and perform such duties as may be assigned to it from time to
time by the Board.
SECTION 7. Compensation Committee. The Compensation
Committee shall have the power and authority vested in it by the
Compensation Plans of the Company and shall have such powers and
perform such duties as may be assigned to it from time to time by
the Board. None of the members of the Compensation Committee shall
be an officer or employee of the Company or its subsidiaries.
SECTION 8. Corporate Governance Committee. The
Corporate Governance Committee shall recommend to the Board
nominees for election as directors of the Company. The Committee
shall also have responsibility for reviewing and making
recommendations to the Board related to matters on corporate
governance and shall have such powers and perform such duties as
may be assigned to it from time to time by the Board. None of the
members of the Corporate Governance Committee shall be an officer
or employee of the Company or its subsidiaries.
ARTICLE IV.
OFFICE OF THE CHIEF EXECUTIVE
The Board shall elect an Office of the Chief Executive
whose members shall include the Chairman of the Board, President
and such other officers as may be designated by the Board. The
Office of the Chief Executive shall have responsibility for the
strategic direction and operations of all the businesses of the
Company and shall have such powers and perform such duties as may
be assigned to it from time to time by the Board.
All significant completed actions by the Office of the
Chief Executive shall be reported to the Board at the next
succeeding Board meeting, or at its meeting held in the month
following the taking of such action.
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EXHIBIT 3.4
ARTICLE V.
OFFICERS
SECTION 1. Officers. The officers of the Company shall
be a Chairman of the Board, a President, one or more Executive
Vice Presidents, a Senior Vice President - Finance and a
Secretary.
The Board and the Office of the Chief Executive, may
appoint such other officers as they deem necessary, who shall have
such authority and shall perform such duties as may be prescribed,
respectively, by the Board or the Office of the Chief Executive.
SECTION 2. Chairman of the Board. The Chairman of the
Board shall be the chief executive officer of the Company and,
subject to the Board and the Office of the Chief Executive, shall
have general charge of the business and affairs of the Company.
The Chairman shall preside at all meetings of the stockholders and
of the Board. The Chairman may sign and execute all authorized
bonds, contracts or other obligations, in the name of the Company,
and with the Treasurer may sign all certificates of the shares in
the capital stock of the Company.
SECTION 3. President. The President shall have such
powers and perform such other duties as may be assigned to the
President by the Board or the Chairman of the Board. In the
absence or inability to act of the Chairman of the Board, the
President shall perform the duties of the Chairman of the Board.
SECTION 4. Executive Vice Presidents. Each Executive
Vice President shall have such powers and perform such duties as
may be assigned to such Executive Vice President by the Board or
the Office of the Chief Executive.
SECTION 5. Vice Presidents. The Board or the Office of
the Chief Executive may appoint one or more Vice Presidents. Each
Vice President shall have such title, powers and duties as may be
assigned to such Vice President by the Board or the Office of the
Chief Executive.
SECTION 6. Senior Vice President - Finance. The Senior
Vice President - Finance shall be the chief financial officer of
the Company, and shall have such powers and perform such duties as
may be assigned to such Senior Vice President - Finance by the
Board or the Office of the Chief Executive.
SECTION 7. Treasurer. The Board shall appoint a
Treasurer. Under the general direction of the Senior Vice
President - Finance, the Treasurer shall have such powers and
perform such duties as may be assigned to such Treasurer by the
Board or the Office of the Chief Executive.
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EXHIBIT 3.4
SECTION 8. Assistant Treasurer. The Board or the Office
of the Chief Executive may appoint one or more Assistant
Treasurers. Each Assistant Treasurer shall have such powers and
shall perform such duties as may be assigned to such Assistant
Treasurer by the Board or the Office of the Chief Executive.
SECTION 9. Controller. The Board may appoint a
Controller. Under the general direction of the Senior Vice
President - Finance, the Controller shall have such powers and
perform such duties as may be assigned to such Controller by the
Board or the Office of the Chief Executive.
SECTION 10. Assistant Controller. The Board or the
Office of the Chief Executive may appoint one or more Assistant
Controllers. Each Assistant Controller shall have such powers and
shall perform such duties as may be assigned to such Assistant
Controller by the Board or the Office of the Chief Executive.
SECTION 11. Secretary. The Secretary shall keep the
minutes of all the meetings of the Board and the minutes of all
the meetings of the stockholders; the Secretary shall attend to
the giving and serving of all notices of meetings as required by
law or these Bylaws; the Secretary shall affix the seal of the
Company to any instruments when so required; and the Secretary
shall in general perform all the corporate duties incident to the
office of Secretary, subject to the control of the Board or the
Chairman of the Board, and such other duties as may be assigned
to the Secretary by the Board or the Chairman of the Board.
SECTION 12. Assistant Secretary. The Board or the
Office of the Chief Executive may appoint one or more Assistant
Secretaries. Each Assistant Secretary shall have such powers and
shall perform such duties as may be assigned to such Assistant
Secretary by the Board or the Chairman of the Board or the
President; and such Assistant Secretary shall affix the seal of
the Company to any instruments when so required.
SECTION 13. Removal. All officers may be removed or
suspended at any time by the vote of the majority of the whole
Board. All officers, agents and employees, other than officers
elected or appointed by the Board, may be suspended or removed by
the committee or by the officer appointing them.
SECTION 14. Resignation. Any officer may resign at any
time by giving written notice to the Chairman of the Board, the
President or the Secretary. Unless otherwise stated in such
notice of resignation, the acceptance thereof shall not be
necessary to make it effective; and such resignation shall take
effect at the time specified therein or, in the absence of such
specification, it shall take effect upon the receipt thereof.
SECTION 15. Vacancies. A vacancy in any office shall be
filled in the same manner as provided for election or appointment
to such office.
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EXHIBIT 3.4
ARTICLE VI.
MISCELLANEOUS
SECTION 1. Indemnification of Directors or Officers.
Each person who is or was a Director or officer of the Company
(including the heirs, executors, administrators or estate of such
person) shall be indemnified by the Company as of right to the
full extent permitted by the General Corporation Law of Delaware
against any liability, cost or expense asserted against such
Director or officer and incurred by such Director or officer by
reason of the fact that such person is or was a Director or
officer. The right to indemnification conferred by this Section
shall include the right to be paid by the Company the expenses
incurred in defending in any action, suit or proceeding in
advance of its final disposition, subject to the receipt by the
Company of such undertakings as might be required of an
indemnitee by the General Corporation Law of Delaware.
In any action by an indemnitee to enforce a right to
indemnification hereunder or by the Company to recover advances
made hereunder, the burden of proving that the indemnitee is not
entitled to be indemnified shall be on the Company. In such an
action, neither the failure of the Company (including its Board,
independent legal counsel or stockholders) to have made a
determination that indemnification is proper, nor a determination
by the Company that indemnification is improper, shall create a
presumption that the indemnitee is not entitled to be indemnified
or, in the case of such an action brought by the indemnitee, be a
defense thereto. If successful in whole or in part in such an
action, an indemnitee shall be entitled to be paid also the
expense of prosecuting or defending same. The Company may, but
shall not be obligated to, maintain insurance at its expense, to
protect itself and any such person against any such liability,
cost or expense.
SECTION 2. Certificate for Shares. The shares of the
capital stock of the Company shall be represented by certificates
unless the Company provides by appropriate action that some or all
of any or all classes or series of the Company's stock shall be
uncertificated. Notwithstanding the Company's taking such action,
to the extent required by law, every holder of stock represented
by certificates and, upon request, every holder of uncertificated
shares, shall be entitled to a certificate representing the number
of shares in the Company owned by such stockholder in such form,
not inconsistent with the Certificate of Incorporation, as shall
be prescribed by the Board. Certificates representing shares of
the capital stock of the Company shall be signed by the Chairman
of the Board, President or an Executive Vice President and the
Treasurer, Secretary or an Assistant Secretary. Any or all
signatures on the certificate, including those of the Transfer
Agent and Registrar, may be facsimile.
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EXHIBIT 3.4
The name of the person owning the shares represented
thereby, with the number of such shares and the date of issue,
shall be entered on the Company's books.
All certificates surrendered to the Company shall be
cancelled, and no new certificates shall be issued until the
former certificate for the same number of shares of the same
class shall have been surrendered and cancelled, except that the
Board may determine, from time to time, the conditions and
provisions on which new certificates may be used in substitution
of any certificates that may have been lost, stolen or destroyed.
SECTION 3. Transfer of Shares. Shares in the capital
stock of the Company shall be transferred by the record holder
thereof, in person, or by any such person's attorney upon
surrender and cancellation of certificates for a like number of
shares.
SECTION 4. Regulations. The Board also may make rules
and regulations concerning the issue, transfer and registration
of certificates for shares of the capital stock of the Company.
The Board may appoint one or more transfer agents and
one or more registrars of transfers, and may require all stock
certificates to bear the signature of a transfer agent and a
registrar of transfer.
SECTION 5. Record Date of Stockholders. The Board may
fix in advance a date, not exceeding sixty days preceding the
date of any meeting of stockholders, or the date for the payment
of any dividend or other distribution, or the date for the
allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, as a record date
for the determination of the stockholders entitled to notice of,
and to vote at, any such meeting, or entitled to receive payment
of any such dividend or other distribution, or to any such
allotment of rights, or to exercise the rights in respect of any
such change, conversion or exchange of capital stock, and in such
case only such stockholders as shall be stockholders of record on
the date so fixed shall be entitled to such notice of, and to
vote at, such meeting, or to receive any such dividend or other
distribution, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Company after such
record date fixed as aforesaid.
SECTION 6. Corporate Seal. The seal of the Company
shall be circular in form, containing the words "E. I. DU PONT DE
NEMOURS AND CO." and "DELAWARE" on the circumference, surrounding
the words "FOUNDED" and "SEAL," and the date "1802."
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EXHIBIT 3.4
The seal shall be in the custody of the Secretary. A
duplicate of the seal may be kept and used by the Senior Vice
President - Finance, any Vice President - DuPont Finance, the
Treasurer, or by any Assistant Secretary or Assistant Treasurer.
ARTICLE VII.
AMENDMENTS
The Board shall have the power to adopt, amend and
repeal the Bylaws of the Company, by a vote of the majority of
the whole Board, at any regular or special meeting of the Board,
provided that notice of intention to adopt, amend or repeal the
Bylaws in whole or in part shall have been given at the next
preceding meeting, or, without any such notice, by the vote of
two-thirds of the whole Board.
I hereby certify that the foregoing is a true and correct copy of
the Bylaws of E. I. du Pont de Nemours and Company.
Witness my hand and the corporate seal of the Company this
day of 199 .
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Secretary
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