EXHIBIT 3.2L
BY - LAWS
OF
MONOCHEM, INC.
(A Louisiana Corporation)
ARTICLE I
OFFICES
The corporation shall have a registered office in the State of Louisiana and
may also have an office or offices at such other place or places, within or
without the State of Louisiana, as the Board of Directors may from time to
time designate.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. Annual Meetings. The annual meeting of the shareholders of the
corporation shall be held at
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AMENDMENT OF BY-LAWS
Meeting of Board of Directors of Monochem, Inc. held February 24, 1972
the registered office of the corporation in the State of Louisiana, or at such
other place within or without the State of Louisiana as may be determined by
the Board of Directors and as shall be designated in the notice of said
meeting, at such time in May of each year as may from time to time be fixed by
the Board of Directors, for the purpose of electing directors and for the
transaction of such other business as may properly be brought before the
meeting. If more than eighteen months are allowed to elapse without the annual
shareholders' meeting being held, any shareholder may call such meeting to be
held at the registered office of the corporation.
SECTION 2. Special Meetings. Except as herein otherwise provided, special
meetings of the shareholders shall be held at the registered office of the
corporation in the State of Louisiana, or at such other place within or
without the State of Louisiana as may be designated in the notice of any such
meeting, upon call of the Board of Directors or of the President or the
Executive Vice-President. At any time, upon written request of any director,
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or of any shareholder or shareholders holding in the aggregate one-fifth of
the voting power of all shareholders, the Secretary shall call a special
meeting of shareholders to be held at the registered office at such time as
the Secretary may fix, not less than fifteen nor more than forty days after
the receipt of said request, and if the Secretary shall neglect or refuse to
issue such call, the director or shareholder or shareholders making the
request may do so.
SECTION 3. Notice. The authorized person or persons calling a shareholders'
meeting shall cause written notice of the time, place, and purpose of the
meeting to be given all shareholders entitled to vote at such meeting, at
least ten days prior to the day named for the meeting. If such written notice
is placed in the United States mail, postage prepaid, and addressed to a
shareholder at his last known address, notice shall be deemed to have been
given him. Notice of any shareholders' meeting may be waived in writing by any
shareholder at any time. Adjournments of any annual or special meeting of
shareholders may be taken without new notice being given, but any meeting at
which directors are to be elected shall be adjourned only from
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day to day until such directors have been elected.
SECTION 4. Quorum. A shareholders' meeting duly called can be organized for
the transaction of business whenever a quorum is present. The presence, in
person or by proxy, of both the holders of a majority of the Class A shares
then issued and outstanding and the holders of a majority of the Class B
shares then issued and outstanding shall constitute a quorum; except that, for
the purpose of removing a Class A director or filling a vacancy in the office
of Class A director, the presence, in person or by proxy, of the holders of a
majority of the Class A shares then issued and outstanding shall constitute a
quorum; and except further that, for the purpose of removing a Class B
director or filling a vacancy in the office of Class B director, the presence,
in person or by proxy, of the holders of a majority of the Class B shares then
issued and outstanding shall constitute a quorum. The shareholders present at
a duly organized meeting, or at any adjournment thereof, can continue to do
business only so long as there remains present the quorum required for the
particular type of business to be transacted. If a
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meeting cannot be organized because a quorum has not attended, those present
may adjourn the meeting to such time and place as they may determine,
provided, however, that any meeting at which directors are to be elected shall
be adjourned only from day to day until such directors have been elected, and
provided, further, that no action shall be taken at any adjourned meeting
unless the quorum required for the particular type of business to be
transacted be and remain present.
SECTION 5. Organization. Meetings of the shareholders shall be presided
over by the President, or, if he is not present, by the Executive Vice-
President, or, if neither the President nor the Executive Vice-President is
present, by a chairman to be chosen by a majority of the shareholders entitled
to vote who are present at the meeting. The Secretary of the corporation, or,
in his absence, an Assistant Secretary, shall act as secretary of each
meeting, but, if neither the Secretary nor an Assistant Secretary is present,
the presiding officer shall designate any person present to act as secretary
of the meeting.
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SECTION 6. Voting. Except with respect to the election of directors, the
removal of a director, or the filling of a vacancy on the Board of Directors,
holders of Class A shares and holders of Class B shares shall be entitled to
one vote for each Class A share and one vote for each Class B share held by
them. With respect to the election of Class A directors, the removal of a
Class A director, or the filling of a vacancy in the office of Class A
director, holders of Class A shares shall be entitled to one vote for each
Class A share held by them, and holders of Class B shares shall be entitled to
no vote whatever. With respect to the election of Class B directors, the
removal of a Class B director, or the filling of a vacancy in the office of
Class B director, holders of Class B shares shall be entitled to one vote for
each Class B share held by them, and holders of Class A shares shall be
entitled to no vote whatever. Holders of Class C shares shall have no voting
rights except as otherwise expressly provided by law. A shareholder shall have
the right to cast his vote, either in person or by proxy duly authorized in
writing, signed by the share-
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holder and filed with the Secretary at or before the meeting. A proxy shall be
revocable at will, notwithstanding any other agreement or any provision in the
proxy to the contrary. The validity of every unrevoked proxy shall cease
eleven months after the date of its execution, unless some other definite
period of validity shall be expressly provided therein. The revocation of a
proxy shall not be effective until written notice thereof has been given to
the Secretary of the corporation, or unless a proxy of later date is filed
with the Secretary at or before the meeting. If otherwise entitled to vote,
shares owned by another corporation may be voted by the president of such
other corporation or by proxy appointed in writing by such president of such
other corporation, unless some other person appointed by resolution of the
board of directors of such other corporation to vote the shares shall produce
a certified copy of such resolution, in which case such other person shall be
entitled to vote the shares. Treasury and unissued shares shall not be voted
nor counted in calculating the actual voting power of shareholders of the
corporation at any given time. No action shall be
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taken at any shareholders' meeting unless both a majority of the Class A
shares then issued and outstanding and a majority of the Class B shares then
issued and outstanding shall be voted in favor of such action; except that,
for the purpose of electing Class A directors, removing a Class A director, or
filling a vacancy in the office of Class A director, the vote of a majority of
the Class A shares then issued and outstanding will suffice; and except
further that, for the purpose of electing Class B directors, removing a Class
B director, or filling a vacancy in the office of Class B director, the vote
of a majority of the Class B shares then issued and outstanding will suffice.
Section 7. List of Shareholders. At any meeting of shareholders, a list of
shareholders entitled to vote, alphabetically arranged and certified by the
Secretary or by the agent of the corporation having charge of transfers of
shares, showing the number and class of shares held by each shareholder on the
date of the meeting, shall be produced on the request of any shareholder. This
list shall be prima facie evidence of the ownership
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of shares in the corporation and of right of the shareholders to vote.
SECTION 8. Necessity of Meeting. At least one meeting of the shareholders
shall be held in each calendar year.
SECTION 9. Unanimous Written Consent. Whenever by any provision of the
Business Corporations Law of Louisiana or the Articles of Incorporation the
affirmative vote of all or a certain percentage of shareholders having voting
power, or of one or more classes of shareholders having voting power, on the
particular question, is made necessary to authorize or constitute corporate
action, the consent in writing to such corporate action of all of the
shareholders, or all the shareholders of a class or classes of shareholders,
having voting power on the particular question, shall be sufficient for the
purpose, without necessity for a meeting of such shareholders, or class of
shareholders. This consent shall be evidenced by a writing signed in duplicate
by all the shareholders of the class entitled under the Articles to vote on
the question, to which shall be attached a
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certificate by the Secretary of the corporation to the effect that the
subscribers to the instrument constitute all the holders of the shares
entitled under the Articles to vote on this particular question.
ARTICLE III
DIRECTORS
SECTION 1. Powers, Number, Classification, Term and Qualifications. All the
corporate powers shall be vested in, and the business and affairs of the
corporation shall be managed by, a Board of Directors consisting of eight
directors, four of whom shall be Class A directors and the other four of whom
shall be Class B directors. Except as otherwise provided herein, directors
(other than those constituting the first directors named in the Articles of
Incorporation) shall be elected at the annual meeting of the shareholders and
shall hold office for one year and until their successors are chosen and
qualified. Directors need not be shareholders.
"SECTION 2. Meetings and Notice. The meetings of the Board of Directors
shall be held at such place, whether in the State of Louisiana or elsewhere,
as the Board of Directors may from time to time appoint. A meeting of the
Board of Directors for the election of officers shall be held within thirty
days after the annual election of directors. Regular meetings of the Board of
Directors shall be held without notice at such
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Section 2. (continued)
times as the Board may from time to time fix, and special meetings may be held
at any time upon the call of the President or the Executive Vice-President or
any two directors by oral, telegraphic or written notice duly given to each
director not less than two days before such meeting. Meetings may be held at
any time and place without notice if all the directors are present, in person
or by proxy. Meetings of the Board shall be presided over by the President,
or, if he is not present, by the Executive Vice-President, or, if neither the
President nor the Executive Vice-President is present, by a chairman to be
chosen by a majority of the directors who are present at the meeting.
Any meeting of the Board of Directors, whether a regular or special meeting,
may be held by means of conference telephone or similar communications
equipment provided that all directors participating in the meeting can hear
and communicate with each other. Participation by a director in a meeting by
conference telephone or similar communications equipment shall constitute
presence in person at such meeting.
Any action which may be taken at a meeting of the Board of Directors, may be
taken by the consent in writing to such action, signed by all of the directors
and filed with the records of the proceedings of the Board."
SECTION 3. Quorum and Voting. The presence at a meeting, in person or by
proxy, of not less than five of
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the eight directors shall constitute a quorum of the Board of Directors;
except that, for the purpose of removing the President, the Executive Vice-
President, the Secretary or the Treasurer or of filling a vacancy in any such
office, the presence at a meeting, in person or by proxy, of a majority of the
class of directors, entitled under Section 3 of Article V of these by-laws to
take such action, shall constitute a quorum. The Board of Directors can
continue to do business at a meeting only so long as there remains present the
quorum required for the particular type of business to be transacted. Any
director absent from a meeting may be represented by any other director or
shareholder, who may cast the vote of the absent director according to the
written instructions, general or special, of said absent director. Except as
otherwise provided in the Articles of Incorporation and in Article V of these
by-laws, no action shall be taken at any meeting of the Board of Directors
unless at least five of the eight directors (or such greater number of the
directors as may be required by the Articles of Incorporation or by Article X
of these by-laws) shall vote, in person or by proxy, in favor of such action.
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SECTION 4. Removal and Vacancies. The holders of Class A shares, by the
vote of a majority of the Class A shares then issued and outstanding, had at
any special meeting called for that purpose, may remove from office any one or
more of the Class A directors, notwithstanding his or their terms of office
may not have expired, and may forthwith at such meeting proceed to elect a
successor or successors for the unexpired term. The holders of Class B shares,
by the vote of a majority of the Class B shares then issued and outstanding,
had at any special meeting called for that purpose, may remove from office any
one or more of the Class B directors, notwithstanding his or their terms of
office may not have expired, and may forthwith at such meeting proceed to
elect a successor or successors for the unexpired term. In case one or more
vacancies shall occur on the Board of Directors for any other reason, the
holders of Class A shares in the case of a vacancy or vacancies in the office
of Class A director, or the holders of Class B shares in the case of a vacancy
or vacancies in the office of Class B director, at any special meeting called
for that purpose, may fill such vacancy or vacancies for the unexpired term.
Vacancies on
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2. Article IV, Section 1 of the By-Laws of Monochem, Inc. is hereby amended in
its entirety to read as follows:
"Section 1. Executive Committee. The Board of Directors may establish an
Executive Committee to consist of two directors of the corporation, one of
whom shall be a Class A director and the other of whom shall be a Class B
director. During the intervals between meetings of the Board of Directors, the
Executive Committee shall have and may exercise the powers of the Board in the
management of the business and affairs of the corporation and shall have power
to authorize the seal of the corporation to be affixed to all papers which
require it; provided, however, that the Executive Committee shall not have the
power to authorize any single expenditure amounting to more than $150,000. The
Executive Committee may act only by the unanimous vote of both its members; it
shall keep regular minutes of its proceedings; all its actions shall be
reported promptly to the Board of Directors; and every such action shall be
subject to review by the Board provided that no rights of third persons shall
be affected by such review."
ed to all papers which require it;* The Executive Committee may act only by
the unanimous vote of both its members; it shall keep regular minutes of its
proceedings; all its actions shall be reported promptly to the Board of
Directors;
* provided, however, that the Executive Committee shall not have the power to
authorize any single expenditure amounting to more than $25,000.
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and every such action shall be subject to review by the Board provided that no
rights of third persons shall be affected by such review.
SECTION 2. Other Committees. The Board of Directors may appoint one or
more other committees. Each such committee shall consist of such persons
(whether or not directors), shall have such name, and shall have and may
exercise such powers, as shall be specified by the resolution appointing the
committee. Any such committee may act only by the unanimous vote of all its
members.
SECTION 3. Meetings, Membership Changes and Discharge. Each committee,
including the Executive Committee, shall fix the time and place of its
meetings, unless the Board of Directors shall provide otherwise. The Board of
Directors shall have power at any time to fill vacancies in, to change the
membership of, or to discharge, any committee including the Executive
Committee.
ARTICLE V
OFFICERS, AGENTS AND MANAGERS
SECTION 1. Number, Election and Qualifications.
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For the term of office commencing in odd numbered years, the President and the
Secretary shall be elected by the vote of a majority of the Class A directors,
and the Executive Vice-President and the Treasurer shall be elected by the
vote of a majority of the Class B directors. For the term of office commencing
in even numbered years, the President and the Secretary shall be elected by
the vote of a majority of the Class B directors, and the Executive Vice-
President and the Treasurer shall be elected by the vote of majority of the
Class A directors. The President and the Executive Vice-President shall each
be chosen from among the class of directors by which he is elected. The Board
of Directors may elect a Vice-President in charge of Operations and may, from
time to time, appoint such Assistant Secretaries, such Assistant Treasurers,
such agents and such managers as may be necessary for the business of the
corporation. No officer of the corporation, except the President, and the
Executive Vice-President need be a director.
SECTION 2. Authority and Duties. The officers, agents and managers of the
corporation shall respectively
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have only such authority and perform only such duties as are specified in
these by-laws and as may be determined from time to time by the Board of
Directors.
SECTION 3. Term, Removal and Vacancies. The term of office of the
President, the Executive Vice-President, the Secretary and the Treasurer shall
be for one year and until their respective successors are elected and
qualified. The term of office of each other officer, agent and manager of the
corporation elected or appointed by the Board of Directors shall commence at
the time of his election or appointment and shall end upon the earliest
occurrence of any of the following: his death or resignation, the election or
appointment of his successor, his removal by the Board of Directors without a
successor being elected or appointed, or the expiration of the first period of
thirty days after the annual election of directors next following his election
or appointment. The President, the Executive Vice-President, the Secretary or
the Treasurer may be removed at any time for any reason, but only by the vote
of a majority of the class of directors by which such officer was elected. Any
other officer, agent or manager of the corporation elected or appointed
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by the Board of Directors may be removed by the Board of Directors whenever in
its judgment the best interests of the corporation will be served thereby. Any
vacancy arising at any time for any reason in the office of President,
Executive Vice-President, Secretary or Treasurer shall be filled for the
unexpired portion of the term, but only by the vote of a majority of the class
of directors by which the person who vacated such office was elected and, in
the case of the President or the Executive Vice-President, only from among the
class of directors from which the person who vacated such office was chosen.
ARTICLE VI
CERTIFICATES OF STOCK
SECTION 1. Form. Every shareholder shall be entitled to a certificate of
stock, in the form required by Section 14B of the Business Corporations Law of
Louisiana, signed by the President and the Executive Vice-President and sealed
with the seal of the corporation. A certificate of stock shall not be issued
until the shares represented thereby have been fully paid for. Every
certificate
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issued shall bear the following legend:
"Sale or other disposition of the shares represented by this certificate or
of any interest in said shares is subject to, and shall be invalid unless made
in compliance with, the terms and conditions of an agreement entitled 'Basic
Agreement' (as amended and Restated) between The Borden Company and United
States Rubber Company."
SECTION 2. Transfers. Transfers of shares shall be made only on the stock
certificate book of the corporation upon surrender of the certificate or
certificates for such shares properly endorsed by the holder thereof, or by
his attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the corporation, and upon payment by such holder or by
such attorney of all taxes thereon. The stock certificate book shall not be
closed for any purpose.
SECTION 3. Lost, Stolen or Destroyed Certificates. No certificate of stock
shall be issued in place of any certificate alleged to have been lost, stolen
or destroyed, except on production of such evidence of the loss, theft or
destruction as the Board of Directors may in its discretion require.
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ARTICLE VII
BOOKS AND RECORDS
The corporation shall keep at its registered office books and accounts
showing the amounts of its assets and liabilities and its receipts and
disbursements, records of the proceedings of the shareholders and of the
directors, and a stock certificate book, giving the names of the shareholders,
and showing their respective addresses, as and if furnished by each
shareholder, the number and classes of shares held by each, and the dates on
which the certificates were issued.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January
in each year and shall end on the thirty-first day of December next following,
unless otherwise determined by the Board of Directors.
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ARTICLE IX
CORPORATE SEAL
The corporate seal of the corporation shall consist of two concentric
circles, between which shall be the name of the corporation, and in the center
of which shall be the year of its incorporation and the words "Corporate Seal,
Louisiana".
ARTICLE X
AMENDMENTS
The Board of Directors, by the affirmative action of the entire Board of
Directors, shall have authority to make and alter by-laws, including the right
to make or alter by-laws fixing their number, qualifications or term of
office, or fixing or increasing their compensation, subject to the power of
the shareholders to change or repeal the by-laws so made.
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