EXHIBIT 3.2E
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BY-LAWS
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ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the Corporation
shall be located in Greenwich, Connecticut.
Section 2. Other Offices. The Corporation may also have offices at such
other places within and without the State of Connecticut as the Board of
Directors may from time to time determine or the business of the Corporation
may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings. An annual meeting of stockholders, commencing
with the year 1996, shall be held at eleven o'clock a.m. on the third Thursday
in the month of June each year, or at such hour as may be fixed from time to
time by the Board of Directors and stated in the notice of such meeting or
waiver of notice thereof, at which meeting the stockholders shall elect a
Board of Directors and transact such other business as may properly come
before the meeting.
If such annual meeting is not held as herein provided for, it may be held as
soon thereafter as may be convenient. Such subsequent meeting shall be called
in the same manner as hereinafter provided for special meetings of
stockholders.
Section 2. Special Meetings. Special meetings of stockholders for any
purpose or purposes, unless otherwise prescribed by statute, by the
certificate of incorporation or by these by-laws, may be called at any time by
the chairman, or by action of the Board of Directors, and shall be called by
the chairman at the written request of the holders of record of not less than
50% of all the shares then outstanding and entitled to vote thereat. Such
request shall state the purpose or purposes of the proposed meeting. The time
and place for such special meeting shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof. The business
transacted at any special meeting of stockholders shall be limited to the
purpose stated in such notice.
Section 3. Place of Meeting. Meetings of stockholders shall be held
within or without the State of Connecticut at such place as may be fixed from
time to time by the Board of Directors, or as shall be specified in the notice
of any such meeting or a duly executed waiver of notice thereof.
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Section 4. Notice of Meetings. Written notice of each meeting of
stockholders, whether annual or special, stating the place, date and hour of the
meeting, and unless it is an annual meeting, the purpose or purposes of the
meeting and the name of the person by whom or at whose direction the meeting is
being called, shall be given either personally or by mail, telegram, cable or
telephone, or at the direction of, the president, the secretary, or the persons
calling the meeting, to each shareholder of record entitled to vote, not less
than ten days nor more than sixty days prior to the date of the meeting, unless
a greater period of notice is required by law in a particular case.
Section 5. Quorum. The holders of record of a majority of the shares of
stock issued and outstanding and entitled to vote at any meeting of
stockholders, represented in person or by proxy, shall constitute a quorum for
the transaction of business thereat, except as otherwise provided by statute or
by the certificate of incorporation. When a quorum is once present to organize a
meeting, it is not broken by the subsequent withdrawal of any stockholders. If,
however, such quorum shall not be present or represented at any meeting of
stockholders, a majority of the stockholders entitled to vote thereat, present
in person or by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than by announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally called.
Section 6. Proxies. Every shareholder entitled to vote at a meeting of
stockholders, or to express consent to any proposal without a meeting, may
vote, or consent, as the case may be, in person or may authorize another
person or persons to so act for him by proxy.
Section 7. Voting. At each meeting of stockholders, each shareholder of
record entitled to vote at the meeting shall be entitled to one vote for each
share of stock registered in his name on the books of the Corporation unless
otherwise provided by law or by the certificate of incorporation.
At each meeting at which a quorum is present, the vote of the holders of a
majority of the share of stock present, in person or by proxy, and entitled to
vote thereat, shall determine all corporate matters brought before the meeting
except as otherwise required by statute or by the certificate of incorporation.
Section 8. Written Consent in Lieu of Meeting. Any action required or
permitted to be taken by vote of the stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Consents may be signed in
counterparts.
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ARTICLE III
MEETING OF DIRECTORS
Section 1. General Powers. The property, affairs and business of the
Corporation shall be managed by its Board of Directors which may adopt all
such rules and regulations for the conduct of its meetings and for the
management of the property, affairs and business of the Corporation as it may
deem proper, not inconsistent with applicable law, the certificate of
incorporation and these by-laws, and may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute, by
the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the shareholders.
Section 2. Number and Qualifications. The number of directors shall be
not less than one with the exact number to be established from time to time
by resolution of the Board of Directors. The initial Board shall consist of
the three directors named in the certificate of incorporation.
Section 3. Election and Term of Office. The directors, other than the
initial Board of Directors, shall be elected at the annual meeting of
shareholders. Each director shall serve until the next succeeding annual
meeting and until his successor has been elected and has qualified, or until
his prior resignation, death or removal. The initial Board of Directors shall
hold office until the first annual meeting of shareholders.
Section 4. Resignation. Any director may resign at any time by giving
written notice to the Board of Directors, the president or the secretary of
the Corporation. Unless otherwise specified in the notice, the resignation
shall take effect upon receipt thereof by the Board or such officer, and the
acceptance of the resignation shall not be necessary to make it effective.
Section 5. Removal. Any or all of the directors may be removed, with or
without cause, at any time by the vote of the holders of record of a majority
of shares of stock issued and outstanding and entitled to vote present, in
person or by proxy, at a special meeting of stockholders called for that
purpose, unless otherwise prescribed by statute or by the certificate of
incorporation.
Section 6. Vacancies. All vacancies occurring in the Board of Directors,
including vacancies caused by removal with or without cause, may be filled,
subject to the action of the stockholders in regard to vacancies caused by
removal described hereinafter, by the majority vote of all remaining directors
in office, though less than a quorum. If death, resignation or removal of a
director or directors results in there being no remaining directors or if the
remaining directors are unable to fill a vacancy or vacancies by majority
vote, the vacancies shall be filled by election at a special meeting of
stockholders called for that purpose. A director elected by the Board of
Directors to fill a newly created directorship or vacancy shall hold office
until the next succeeding annual meeting of the stockholders or until his
successor has been elected and has qualified.
Notwithstanding any other provision of this section, any vacancy on the
Board of Directors resulting from removal with or without cause by vote of the
stockholders at a special
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meeting of stockholders called for that purpose may be filled at such meeting
by majority vote of the stockholders present, in person or by proxy, and
entitled to vote, provided that in the event the stockholders do not fill such
vacancy it may be filled by the Board of Directors as provided in this
section. A director elected by vote of the stockholders shall hold office for
the unexpired portion of the term of his predecessor in office or until the
election and qualification of his successor.
Section 7. Annual and Regular Meetings. An annual meeting of the Board of
Directors for the election of officers and for the transaction of any other
business shall be held in each year immediately following the annual meeting
of stockholders at the place of such annual meeting of stockholders, or as
soon as practical after the annual meeting of stockholders at such place and
time as shall be fixed by resolution or notice pursuant to section 9 of this
Article III or by the consent in writing of all the directors.
Regular meetings of the Board of Directors may be held at such times as
the Board may from time to time determine by resolution duly adopted at any
meeting of the Board.
Section 8. Special Meetings. A special meeting of the Board of Directors
may be called at any time by the chairman, or by a notice signed by a quorum
of the directors.
Section 9. Place and Time of Regular and Special Meetings. The Board of
Directors may hold any regular meeting without notice, at such time and place,
either within or without the State of Connecticut, as the Board may from time
to time determine by resolution duly adopted at any meeting of the Board.
Special meetings of the Board of Directors shall be held at such time and
place, either within or without the State of New Jersey, as may be fixed by
the chairman or if not fixed by the chairman, by a written notice signed by a
quorum of the directors calling the meeting as specified in their notice, as
the case may be. If no place is otherwise fixed, such regular and special
meetings shall be held at the principal office of the Corporation.
Section 10. Notice of Meetings. Notice of the time and place of each
special meeting of the Board of Directors shall be given to each director at
least two days prior to the date of such meeting personally or by mail,
telegram, cable or telephone. Neither the business to be transacted at, nor
the purpose of, any special meeting of the Board of Directors need be
specified in the notice of such meeting or waiver of notice thereof.
Section 11. Quorum and Voting. A majority of the directors in office shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors and the affirmative vote of a majority of the directors
present at any meeting at which a quorum is present shall constitute the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation or these by-laws. If a quorum
shall not be present at any meeting of the Board of Directors, a majority of
the directors present may adjourn the meeting from time to time, without
notice other than by announcement at the meeting, until a quorum shall be
present.
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Section 12. Committees. The Board of Directors, by resolution adopted by a
majority of the entire Board, may designate one or more committees, including
an Executive Committee, each committee to consist of one or more of the
directors of the Corporation. Each committee shall serve at the pleasure of
the Board of Directors and each member of each such committee shall hold
office until the next annual meeting of the Board of Directors or until he
shall cease to be a director, or until his death, resignation or removal, or
until the Board of Directors shall dissolve the committee. Each committee
shall have and may exercise all the powers and authority of the Board to the
extent provided in the resolution, except as otherwise required by law. Any
member of any committee may be removed at any time, with or without cause, by
the vote of a majority of directors at any regular or special meeting of the
Board. Vacancies in the membership of any committee shall be filled by the
Board of Directors at a regular or special meeting of the Board of Directors
by the vote of a majority of directors. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the Board of Directors. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors when required.
Section 13. Meetings by Conference Call. At any meeting of the Board of
Directors, or any committee designated by the Board of Directors, any one or
more of the members thereof may participate in such meeting of the Board or of
such committee by means of a conference telephone or similar communications
equipment allowing all persons participating in the meeting to hear each other
at the same time. Participation in a meeting by such means shall constitute
presence in person at the meeting.
Section 14. Written Consent in Lieu of Meeting. Any action required or
permitted to be taken by the Board of Directors or any committee thereof may
be taken without a meeting if a consent in writing to the adoption of a
resolution authorizing the action so taken shall be signed by all the
directors or the members of the committee, as the case may be. A consent may
be signed in counterparts.
ARTICLE IV
NOTICES
Section 1. Notice by Mail. Whenever, under the provisions of any statute
or of the certificate of incorporation or of these by-laws, notice is required
to be given to any director or shareholder and such notice is given by mail,
such notice shall be deemed to have been given when deposited in the United
States mail, with postage thereon prepaid, directed to the director or
shareholder at his address as it appears on the records of the Corporation, or
if he shall have filed a written request with the secretary that notices
intended for him be mailed to some other address, then directed to him at such
other address.
Section 2. Waiver of Notice. Whenever, under the provisions of any
statute or of the certificate of incorporation or of these by-laws, any notice
of a meeting is required to be given to any director or shareholder, a written
waiver thereof signed by the person or persons entitled to such notice, either
in person or by proxy if such person is a shareholder, whether before or after
the meeting shall be deemed equivalent to the giving of such notice.
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Section 3. Attendance at Meetings. The attendance of a person at any
meeting, whether a shareholder, in person or by proxy, or a director, shall
constitute a waiver of notice by him, unless he protests the lack of such
notice of such meeting prior to the conclusion of the meeting.
ARTICLE V
OFFICERS
Section 1. Number. The officers of the Corporation shall be a chairman, a
president, a secretary, and a treasurer, and may include one or more executive
vice presidents, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers as the
Board of Directors may from time to time determine. Two or more offices may
be held by the same person.
Section 2. Election and Term of Office. The officers of the Corporation
shall be elected by the Board of Directors at any regular or special meeting
of the Board and each shall serve at the pleasure of the Board.
Section 3. Resignations. Any officer may resign at any time by giving
written notice to the Board of Directors, or to the chairman, the president or
the secretary of the Corporation. Any such resignation shall take effect at
the time of the receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 4. Chairman of the Board. The chairman of the Board shall preside
at meetings of the Board of Directors and shareholders, and shall be the chief
executive officer of the Corporation. The chief executive officer shall have
supervision over the business, direction and general management of the
Corporation, and shall perform such other duties as the Board of Directors may
direct, provided that such responsibilities, duties and title are consistent
with the position.
Section 5. President. The president shall be the chief operating officer
of the Corporation and shall exercise such powers and perform such duties as
the Board of Directors may direct, provided that such responsibilities, duties
and title are consistent with the position.
Section 6. Executive Vice Presidents: Vice Presidents. The executive vice
presidents and vice presidents, and other officers, shall exercise such powers
and perform such duties as from time to time may be assigned to them
respectively by the Board, the chairman, or the president.
Section 7. Secretary. The secretary shall record all the votes of the
stockholders and of the directors and shall maintain the minutes of the
meetings of the stockholders and of the Board of Directors; he shall see that
notices of meetings of the Board and stockholders are given and that all
records and reports are properly kept and filed by the Corporation as required
by laws; and, in general, he shall perform all duties incident to the office
of secretary, and such other duties as may from time to time be assigned to
him by the Board, the chairman, or the president.
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Section 8. Assistant Secretaries. In the absence or disability of the
secretary or when so directed by the secretary, any assistant secretary may
perform all the duties of the secretary, and, when so acting, shall have the
powers of, and be subject to all the restrictions upon, the secretary. The
assistant secretaries shall perform such other duties as from time to time may
be assigned to them respectively by the Board or the chairman, or explicitly
by these by-laws or by resolution of the Board in connection with an
appointment as assistant secretary.
Section 9. Treasurer. The treasurer shall have charge of all financial
records and reports of the Corporation and shall have or provide for the
custody of all funds and securities of the Corporation; and, in general, he
shall perform all duties incident to the office of treasurer and such other
duties as may from time to time be assigned to him by the Board, the chairman,
or the president.
Section 10. Assistant Treasurers. In the absence or disability of the
treasurer or when so directed by the treasurer, any assistant treasurer may
perform all the duties of the treasurer, and, when so acting, shall have the
powers of, and be subject to all the restrictions upon, the treasurer. The
assistant treasurers shall perform such other duties as from time to time may
be assigned to them respectively by the Board, the chairman, the president, or
the treasurer or explicitly by these by-laws or by resolution of the Board in
connection with an appointment as assistant treasurer.
ARTICLE VI
INDEMNIFICATION
Section 1. General. The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
or investigative (other than an action by or in the right of the corporation)
by reason of fact that he is or was an employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise, against
expenses (including attorney's fees), judgments, fines and amount paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In this connection, the
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Actions in Good Faith. The corporation shall indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor
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by reason of the fact that he is or was an employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such person shall have
been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery of the court in which such action or suit was
brought shall determine upon application that, despite the adjudication or
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
Section 3. Expenses. To the extent that an employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 and 2, or in defense of
any claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) and reasonably incurred by him in connection
therewith.
Section 4. Required Determination. Any indemnification under Sections 1
and 2 (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
an employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 1 and 2. Such
determination shall be made (1) by the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to such action, suit,
or proceeding, or (2) if such a quorum is not obtainable, by independent legal
counsel in a written opinion or (3) by independent legal counsel in a written
opinion in a majority of a quorum consisting of directors who were not parties
to such action, suit, or proceeding so directs, or (4) by the stockholders.
Section 5. Advancement of Expenses. Expenses (including attorney's fees)
incurred by an employee or agent in defending any civil, criminal,
administrative, or investigative action, suit or proceeding shall be paid by
the corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of an employee or
agent to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in this section.
Such expenses (including attorney's fees) incurred by other employees and
agents may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.
Section 6. Indemnity Non-Exclusive. The indemnification and advancement of
expenses provided by or granted pursuant to the provisions of this section
shall not be deemed exclusive of any other rights to which one seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding such office.
Section 7. Insurance. The corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was an employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise
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against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of this section.
Section 8. Cessation as Employee or Agent. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article VI
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be an employee or agent and shall inure to the
benefit of the heirs, executors, and administrators of such person.
ARTICLE VII
BORROWING, DEPOSITS, PROXIES, ETC.
Section 1. Borrowing. No officer, agent or employee of the Corporation
shall have any power or authority to borrow money on its behalf, to pledge its
credit, or to mortgage or pledge its real or personal property, except within
the scope and to the extent of the authority delegated by resolution of the
Board of Directors. Authority may be given by the Board for any of the above
purposes and may be general or limited to specific instances.
Section 2. Deposits. All funds of the Corporation shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies,
or other depositaries as the Board of Directors may approve or designate, and
all such funds shall be withdrawn only upon checks signed by such one or more
officers or employees as the Board shall from time to time have determined.
Section 3. Proxies. Unless otherwise ordered by the Board of Directors,
any officer of the Corporation may appoint an attorney or attorneys (who may
be or include such officer himself), in the name and on behalf of the
Corporation, to cast the votes which the Corporation may be entitled to cast
as a stockholder or otherwise in any other corporation any of whose stock or
other securities are held by or for the Corporation, at meetings of the
holders of the stock or other securities of such other corporation, or, in
connection with the ownership of such stock or other securities, to consent in
writing to any action by such other corporation, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Corporation and under its seal such written proxies, consents in writing or
other instruments as he may deem necessary or proper in the circumstances.
Section 4. Separate Assets, etc. The Corporation shall at all times (a)
maintain and keep the Corporation's assets separate and apart from any
affiliate of the Corporation, and under separate registration, and (b)
maintain the Corporation's books and records separate and apart from those of
any affiliate of the Corporation.
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ARTICLE VIII
CERTIFICATES FOR SHARES
Section 1. Form and Execution of Certificates. The shares of the
Corporation shall be represented by certificates in such form as required by
statute and as shall be adopted from time to time by the Board of Directors.
The certificates shall be numbered consecutively and registered in the books
of the Corporation in the order in which they are issued, together with the
number of shares represented by each certificate, the name of the person to
whom the certificate is issued and the date of issuance thereof. Each
certificate shall be signed by the president or a vice president and by the
secretary or an assistant secretary or the treasurer or an assistant
treasurer, may (but need not) be sealed with the corporate seal or a facsimile
thereof and shall be countersigned and registered in such manner, if any, as
the Board of Directors may prescribe. The signature of any such officers of
the Corporation upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or an employee of the Corporation. No certificate shall be
issued for any share until such share is fully paid. The certificates shall
bear such legend thereon, referring to such restrictions on transfer as may be
required by law, or as the secretary of the Corporation, on advice of counsel,
may reasonably require.
Section 2. Lost, Stolen or Destroyed Certificates. The Board of
Directors, in its discretion, may direct a new certificate to be issued in
place of any certificate theretofore issued by the Corporation alleged to have
been lost, stolen or destroyed. Prior to authorizing such issue of a new
certificate or as a condition precedent to the issue thereof, the Board of
Directors, in its discretion, may require satisfactory proof of loss, theft or
destruction or a bond of indemnity as it deems adequate against any claim that
may be made against the Corporation with respect to the certificate alleged to
have been lost, stolen or destroyed.
Section 3. Transfer of Shares. The transfer or assignment of shares shall
be made only upon the books of the Corporation by the registered owner or by
his duly authorized attorney. Upon surrender to the Corporation of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, the Corporation shall issue a
new certificate to the person entitled thereto, and the older certificate
shall be canceled and the transaction recorded upon the books of the
Corporation.
Section 4. Fixing Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or for the purpose of determining stockholders
entitled to receive payment of any dividend or other distribution or the
allotment of any rights, or for the purpose of determining stockholders
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a date as the record date for any such
determination of stockholders. Such date shall not be (i) more than sixty nor
less than ten days before the date of any meeting of the stockholders, (ii) in
the case of setting a record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, more than
sixty days before the date fixed for tabulation of the consents or, if no date
has been fixed for tabulation, more than sixty days before the last day
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on which consents received may be counted. Only such stockholders of record
on the date so fixed shall be entitled to receive notice of, or to vote at,
such meeting or any adjournment thereof, to give such consent, to receive
payment of such dividend or distribution or the allotment of such right, to
exercise any such rights, or to take any other such action, notwithstanding
any transfer of any shares on the books of the Corporation subsequent to the
record date so fixed. If no record date is fixed, (i) the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if no notice is given, the day next
preceding the day on which the meeting is held; (ii) the record date for
determining stockholders entitled to consent to the corporate action in
writing without a meeting, when prior action by the Board of Directors is
required by applicable law, shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action;
and (iii) the record date for any other purpose shall be at the close of
business on the date on which the Board of Directors adopts the resolution
relating thereto.
Section 5. Registered Shareholders. The Corporation shall be entitled to
recognize the exclusive right of a person registered in its books as the owner
of shares to receive dividends, and to vote as such owner, and shall not be
bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by law.
ARTICLE IX
GENERAL PROVISIONS
Section 1. Dividends. Dividends on the outstanding shares of the
Corporation may be declared by the Board of Directors in such amounts and at
such time or times as the Board may determine, subject to the provisions of
the certificate of incorporation and to applicable law. Dividends may be paid
in cash, in shares of the Corporation's capital stock or bonds or in the
Corporation's property, including the shares or bonds of other corporations,
subject to any provisions of law or of the certificate of incorporation.
Section 2. Execution of Instruments. All corporate instruments and
documents, with the exception of certificates for shares of the Corporation as
provided in Section 1 of Article VIII, shall be signed by such officers,
agents or employees of the Corporation as from time to time may be designated
by the Board of Directors or by such officer or officers to whom the Board of
Directors may delegate the power to so designate.
Section 3. Fiscal Year. The fiscal year of the Corporation shall end on
December 31 of each year but may be changed from time to time by resolution of
the Board of Directors.
Section 4. Corporate Seal. The corporate seal shall have inscribed
thereon the name of the Corporation, the year of its organization and the
words "Corporate Seal, Delaware". The seal may be used by causing it or a
facsimile thereof to be impressed, affixed, reproduced, engraved or printed.
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ARTICLE X
AMENDMENTS
Section 1. These by-laws may be amended or repealed or new by-laws may be
adopted by the Board of Directors or the stockholders of the Corporation.
Adopted: December 1, 1995
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ACTION BY WRITTEN CONSENT
OF THE SOLE STOCKHOLDER
OF CROMPTON EUROPE FINANCIAL SERVICES COMPANY
AUGUST 15, 2004
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The undersigned, being the sole stockholder (the "Stockholder") of Crompton
Europe Financial Services Company, a Delaware corporation (the "Corporation"),
acting pursuant to Section 228 of General Corporation Law of the State of
Delaware, and pursuant to Article II, Section 8 of the By-Laws of the
Corporation, hereby adopts, by this written consent, the following resolutions
with the same force and effect as if they had been unanimously adopted at a duly
convened meeting of the stockholders of the Corporation:
WHEREAS, the Stockholder desires to amend certain provisions of the
Corporation's by-laws as currently in effect (the "By-Laws"), and to
ratify, confirm, approve and adopt certain actions taken by its
directors and/or officers; and
WHEREAS, Article X of the By-Laws provide that the By-Laws may be
amended by the affirmative vote of the stockholders of the
Corporation;
NOW THEREFORE, BE IT THEREFORE RESOLVED, that the By-laws of the
Corporation are hereby amended as follows:
Article III, Section 2, which reads:
"The number of directors shall not be less than one with the
exact number to be established from time to time by resolutions
of the Board of Directors. The initial Board shall consist of
the three directors named in the certificate of incorporation."
is amended to read:
"The number of directors shall not be less than one with the
exact number to be established from time to time by resolutions
of the Board of Directors. As of the date hereof, the Board of
Directors shall consist of two members, Karen R. Osar and Lynn
A. Schefsky, until changed as hereinafter provided."
FURTHER RESOLVED, that the Stockholder hereby ratifies, confirms,
adopts and approves the Actions by Written Consent, including all of
the transactions, authority and appointments set forth therein, of
the Board of
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Directors of the Corporation dated July 19, 2004 (the "July 19, 2004
Resolutions"); and
FURTHER RESOLVED, that the Stockholder hereby ratifies, confirms,
adopts and approves any and all actions previously taken by the
Corporation or any of its directors or officers in connection with
the documents, transactions and actions contemplated by or arising
out of the July 19, 2004 Resolutions, including but not limited to,
the execution and delivery of purchase agreements, registration
rights agreements, indentures, guarantees, credit agreements,
security agreements, loan documents, engagement of counsel and other
advisors, and the incurrence of expenses; and
FURTHER RESOLVED, that the Board of Directors of the Corporation be,
and it hereby is, and the Officers (as such term is defined in the
July 19, 2004 Resolutions) be and each of them hereby is, authorized
and directed to take or cause to be taken all such further actions,
to execute and deliver or cause to be executed and delivered all
such further instruments and documents in the name and on behalf of
the Corporation and to incur all such fees and expenses as in its
judgment shall be necessary or advisable in order to carry out
fully the intent and purposes of the foregoing resolutions or the
July 19, 2004 Resolutions.
The undersigned Stockholder hereby waives notice of a meeting and
the holding of any meeting to act upon said resolution, as well as any
and all notice required under the Certificate of Incorporation of the
Corporation, the By-Laws of the Corporation or the laws of the State
of Delaware in order to enter into and execute the foregoing
resolutions, and does hereby direct that this consent be included in
the minute books of the Corporation.
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IN WITNESS WHEREOF, the undersigned being the sole stockholder of Crompton
Europe Financial Services Co., has executed this written consent as of the
15th day of August, 2004.
CROMPTON CORPORATION
/s/ Barry J. Shainman
_______________________
Name: Barry J. Shainman
Title: Secretary
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