EXHIBIT 3.2P
UNIROYAL CHEMICAL COMPANY,
INC.
(A NEW JERSEY CORPORATION)
BY-LAWS
TABLE OF CONTENTS
Page
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ARTICLE I. Offices...................................................... 1
Section 1. Registered Office in New Jersey. ........... 1
Section 2. Principal Executive Office.................. 1
Section 3. Other Offices............................... 1
ARTICLE II. Meetings of Shareholders.................................... 1
Section 1. Annual Meetings............................. 1
Section 2. Special Meetings............................ 2
Section 3. Place of Meetings........................... 2
Section 4. Notice of Meetings.......................... 2
Section 5. Means of Giving Notice...................... 2
Section 6. Time of Notice.............................. 2
Section 7. Record Date................................. 3
Section 8. List of Shareholders........................ 3
Section 9. Quorum...................................... 3
Section 10. Adjournment................................. 4
Section 11. Organization................................ 4
Section 12. Agenda and Rules of Order................... 4
Section 13. Conduct of Business at Meetings............. 4
Section 14. Action by Shareholders Without
a Meeting.................................. 5
ARTICLE III. Board of Directors........................................ 5
Section 1. Board of Directors.......................... 5
Section 2. Qualifications of Directors................. 5
Section 3. Number of Directors......................... 5
Section 4. Election and Term of Office................. 6
Section 5. Vacancies................................... 6
Section 6. Resignation of Directors.................... 6
Section 7. Removal of Directors........................ 6
Section 8. Quorum of Directors......................... 6
Section 9. Place of Meetings........................... 7
Section 10. Organization Meeting........................ 7
Section 11. Regular Meetings............................ 7
Section 12. Special Meetings............................ 7
Section 13. Notice of Meetings.......................... 7
Section 14. Organization................................ 7
Section 15. Order of Business........................... 8
Section 16. Adjournment................................. 8
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TABLE OF CONTENTS
(continued)
Page
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Section 17. Action by Board of Directors
Without a Meeting.......................... 8
Section 18. Action by Conference Telephone.............. 8
Section 19. Compensation................................ 8
Section 20. Advisory Directors.......................... 9
ARTICLE IV. Committees of Directors..................................... 9
Section 1. Executive Committee......................... 9
Section 2. Executive Committee to Report
to the Board............................... 11
Section 3. Other Committees............................ 11
Section 4. Committee Vacancies......................... 11
Section 5. Committee Meetings.......................... 11
ARTICLE V. Officers..................................................... 12
Section 1. Executive Officers.......................... 12
Section 2. Other Officers.............................. 13
Section 3. Term of Office.............................. 13
Section 4. Removal of Officers......................... 13
Section 5. Vacancies................................... 13
Section 6. Compensation of Officers.................... 13
Section 7. Chairman and Chief Executive Officer........ 14
Section 8. Chairmen Emeritus and Vice Chairmen
of the Board............................... 14
Section 9. President and Chief Operating
Officer.................................... 15
Section 10. Executive Vice Presidents,
Senior Vice Presidents and
Vice Presidents Elected by the Board....... 15
Section 11. Secretary................................... 16
Section 12. Treasurer................................... 16
Section 13. Powers and Duties of Other Officers......... 16
ARTICLE VI. Division Officers........................................... 17
Section 1. Division President.......................... 17
Section 2. Other Division Officers..................... 17
Section 3. Neither Executive Officers
Nor Other Officers......................... 17
Section 4. Term of Office.............................. 17
ARTICLE VII. Capital Shares............................................. 17
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TABLE OF CONTENTS
(continued)
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Section 1. Certificates................................ 17
Section 2. Cancellation of Certificates................ 18
Section 3. Lost, Stolen or Destroyed
Certificates............................... 18
Section 4. Transfer of Shares.......................... 19
Section 5. Transfer Agents and Registrars. ............ 19
Section 6. Fixing of Record Date....................... 19
ARTICLE VIII. Contracts, Checks, Drafts, Proxies........................ 20
Section 1. Execution of Contracts...................... 20
Section 2. Loans....................................... 20
Section 3. Checks, Drafts, etc......................... 21
Section 4. Proxies in Respect of
Securities of Other Corporations........... 21
Section 5. Execution of Instruments By An
Officer Holding More than One Office....... 21
ARTICLE IX. Indemnification.............................................. 21
Section 1. Definitions................................. 21
Section 2. Indemnification by the Corporation. ........ 22
ARTICLE X. Definitions.................................................. 22
ARTICLE XI. Miscellaneous............................................... 23
Section 1. Books and Records........................... 23
Section 2. Dividends and Reserves...................... 23
Section 3. Seal........................................ 24
Section 4. Fiscal Year................................. 24
ARTICLE XII. Amendments................................................. 24
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UNIROYAL CHEMICAL COMPANY, INC.
(a New Jersey Corporation)
BY-LAWS
ARTICLE I
Offices
Section 1. Registered Office in New Jersey. The registered office of the
Corporation (as defined in Article X below) in the State of New Jersey shall be
located at 28 State Street, Trenton, New Jersey 08608 and the name of the
resident agent in charge thereof shall be The Corporation Trust Company.
Section 2. Principal Executive Office. The principal executive office of
the Corporation shall be located at World Headquarters, Benson Road, Middlebury,
Connecticut 06749, or such other location as the Board of Directors shall
determine.
Section 3. Other Offices. In addition to the registered office in the
State of New Jersey and the principal executive office, the Corporation may have
offices at such other places within and without the State of New Jersey as the
Board of Directors may from time to time determine or the business of the
Corporation may require.
ARTICLE II
Meetings of Shareholders
Section 1. Annual Meetings. The annual meeting of shareholders of the
Corporation for the election of directors and the transaction of such other
business as may be brought before the meeting in accordance with the Certificate
of Incorporation (as defined in Article X below) and these By-Laws shall be held
on the date and at the time fixed from time to time by the Board of Directors
within thirteen (13) months after the date of the preceding annual meeting. The
annual meeting of shareholders of the Corporation shall not be called or held
otherwise than as provided by law, in the Certificate of Incorporation or in
these By-Laws.
UNIROYAL CHEMICAL COMPANY, INC.
UNANIMOUS CONSENT OF DIRECTORS
The undersigned, being all of the duly elected directors of Uniroyal
Chemical Company, Inc., a New Jersey Corporation, (the "Corporation"), as such
directors hereby unanimously consent to and adopt the following resolution
pursuant to Section 14A:2-9(1) of the Business Corporation Act of the State of
New Jersey and Article XII of the By-Laws of the Corporation:
Amendment of By-Laws
RESOLVED, that Section 2 of Article I (Principal Executive Office) of the
By-Laws of the Corporation be deleted in its entirety and the following
substituted in its place and stead:
"Section 2. Principal Executive Office. The principal executive office of
the Corporation shall be located at World Headquarters, Benson Road, Middlebury,
Connecticut 06749, or such other location as the Board of Directors shall
determine."
IN WITNESS WHEREOF, the undersigned, being all of the Directors of the
Corporation, do hereby consent to the foregoing action as of the 30th day of
September, 1996.
/s/ Vincent A. Calarco
----------------------------------------
Vincent A. Calarco
/s/ John T. Ferguson
----------------------------------------
John T. Ferguson II
/s/ Charles J. Marsden
----------------------------------------
Charles J. Marsden
Section 2. Special Meetings. Except as otherwise provided by law, special
meetings of shareholders of the Corporation may be called only at the direction
of the Chairman and Chief Executive Officer, the President and Chief Operating
Officer or the Board of Directors.
Section 3. Place of Meetings. Annual and special meetings of shareholders
of the Corporation shall be held at the registered office of the Corporation,
unless some other place within or without the State of New Jersey shall have
been fixed by a resolution adopted by the Board and designated in the notice of
meeting.
Section 4. Notice of Meetings. Except as otherwise provided by law,
notice of every meeting of shareholders of the Corporation, annual or special,
stating the time, place and the purpose or purposes thereof, shall be given by
the Chairman and Chief Executive Officer or the President and Chief Operating
Officer or the Secretary of the Corporation to each shareholder of record
entitled to vote at the meeting. Notice of the time, place and purposes of any
annual or special meeting of shareholders may be dispensed with, with respect to
any shareholder entitled to notice of and to vote at such meeting who shall sign
a waiver of such notice, in person or by proxy, whether before or after such
meeting. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of
such meeting, shall constitute a waiver of notice by him.
Section 5. Means of Giving Notice. A notice of any annual or special
meeting of shareholders of the Corporation may be given either personally or by
mail or other means of written communication, charges prepaid, addressed to the
shareholder at such shareholder's address appearing on the stock transfer books
of the Corporation or given by such shareholder to the Corporation for the
purpose of notice. If a shareholder gives no address to the Corporation for the
purpose of notice, notice is duly given to such shareholder is sent by mail or
other means of written communication addressed to the place where the registered
office of the Corporation is situated, or if published, at least once in a
newspaper of general circulation in the county in which such office is located.
Section 6. Time of Notice. Except as otherwise provided by law, any
required notice of any meeting of shareholders of the Corporation shall be sent
to each shareholder entitled
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thereto not less than ten (10) nor more than sixty (60) days prior to the date
of the meeting.
Section 7. Record Date. The record date for determining shareholders
entitled to notice of and to vote at any meeting of shareholders of the
Corporation shall be that date, not less than ten (10) nor more than sixty (60)
days preceding the date of the meeting, fixed for such purpose by the
affirmative vote of a majority of the Board, or, if no such date is fixed for
such purpose by the Board of Directors, the close of business next preceding the
day on which notice of the meeting is given, or, if notice of the meeting is not
given, the day next preceding the day on which the meeting is held. The record
date to determine shareholders entitled to give a written consent may not be
more than sixty (60) days before the date fixed for tabulation of the consents
or, if no date has been fixed for tabulation, more than sixty (60) days before
the last day on which consents received may be counted. If no record date for
any corporate action or event other than any meeting of shareholders is set, the
record date shall be the close of business on the day on which the resolution of
the board relating thereto is adopted. When a determination of shareholders of
record for a shareholders' meeting has been made, such determination shall apply
to any adjournment thereof, unless the Board fixes a new record date for the
adjourned matter.
Section 8. List of Shareholders. The officer who has charge of the stock
transfer books of the Corporation shall prepare and make for every meeting of
shareholders of the Corporation, a complete list of the shareholders entitled to
vote at the meeting, arranged in alphabetical order, showing the address of each
shareholder and the number of shares registered in the name of each shareholder.
The list shall be produced and kept at the time and place of the meeting during
the whole time thereof, and may be inspected by any shareholder.
Section 9. Quorum. Except as otherwise provided by law, at any meeting of
shareholders of the Corporation the presence in person or by proxy of the
holders of a majority in voting power of the outstanding shares of the
Corporation entitled to vote shall constitute a quorum for the transaction of
business brought before the meeting in accordance with the Certificate of
Incorporation and these By-Laws and, a quorum being present, the affirmative
vote of the holders of a majority in voting power present in person or
represented by proxy and entitled to vote shall be required to effect action by
shareholders; provided, however, that the affirmative vote of a
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plurality in voting power present in person or represented by proxy and entitled
to vote shall be required to effect elections of directors. The shareholders
present at any duly organized meeting of shareholders may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to have less than a quorum.
Section 10. Adjournment. Any meeting of shareholders of the Corporation
may be adjourned from time to time, without notice other than by announcement at
the meeting by the chairman of the meeting at which such adjournment is taken,
and at any such adjourned meeting at which a quorum shall be present any action
may be taken that could have been taken at the meeting originally called.
Section 11. Organization. At every meeting of shareholders of the
Corporation, the Chairman and Chief Executive Officer or, in the absence of such
officer, the President and Chief Operating Officer or, in the absence of both
such officers, such individual as shall have been designated by the Chairman and
Chief Executive Officer, or if such officer has not done so, then by the
President and Chief Operating Officer, or if such officer has not done so, by a
resolution adopted by the affirmative vote of a majority of the Board, shall act
as chairman of the meeting. The Secretary of the Corporation or, in the absence
of such officer, an Assistant Secretary in attendance or, in the absence of the
Secretary and an Assistant Secretary, an individual appointed by the chairman of
the meeting shall act as secretary of the meeting and keep a record of the
proceedings of the meeting.
Section 12. Agenda and Rules of Order. The chairman of the meeting shall
have sole authority to prescribe the agenda and rules of order for the conduct
of any meeting of shareholders of the Corporation and to determine all questions
arising thereat relating to the order of business and the conduct of the
meeting, except as otherwise required by law.
Section 13. Conduct of Business at Meetings. Except as otherwise provided
by law, at any annual or special meeting of shareholders of the Corporation only
such business shall be conducted as shall have been properly brought before the
meeting. In order to be properly brought before the meeting, such business must
have been specified in the written notice of the meeting (or any supplement
thereto) given to shareholders of record on the record date for such meeting by
or at the direction of the Board of Directors.
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Section 14. Action by Shareholders Without a Meeting. Any action required
or permitted to be taken at a meeting of shareholders may be taken without a
meeting upon the written consent of the shareholders who are entitled to cast
the minimum number of votes which would be necessary to authorize such an action
at a meeting at which all shareholders entitled to vote thereon were present and
voting, except that in the case of:
(A) The annual election of directors, such action may be taken without
a meeting only if all shareholders entitled to vote thereon consent thereto
in writing; and
(B) Any action to be taken pursuant to New Jersey Law relating to
mergers and consolidations, such action may be taken without a meeting
only if all shareholders consent thereto in writing.
If the action is taken by the written consent of less than all of the
shareholders, notice of such action shall be given to all non-consenting
shareholders as required by the New Jersey Business Corporation Act. The written
consent of the shareholders, which may be executed in counterparts, shall be
filed with the minutes of the Corporation.
ARTICLE III
Board of Directors
Section 1. Board of Directors. The business and affairs of the
Corporation shall be managed by the Board of Directors.
Section 2. Qualifications of Directors. Each director shall be at least
eighteen (18) years of age. Directors need not be shareholders of the
Corporation.
Section 3. Number of Directors. The Board of Directors shall consist of
not fewer than three (3) nor more than fifteen (15) individuals, the exact
number to be fixed from time to time by the Board of Directors.
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Section 4. Election and Term of Office. The members of the Board of
Directors shall be elected by the shareholders at the annual meeting of
shareholders and each director shall hold office until the annual meeting of
shareholders next succeeding his or her election and until his or her successor
is elected and qualified, or until his or her earlier death, resignation,
retirement, disqualification or removal.
Section 5. Vacancies. Any vacancy in the Board of Directors caused by
death, resignation, retirement, disqualification or removal or any other cause
(including an increase in the number of directors) may be filled solely by
resolution adopted by the affirmative vote of a majority of the directors then
in office, whether or not such majority constitutes less than a quorum, or by a
sole remaining director. Any new director elected to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the director for
which the vacancy occurred. No decrease in the size of the Board of Directors
shall have the effect of shortening the term of any incumbent director.
Section 6. Resignation of Directors. Any director may resign at any time.
Such resignation shall be made in writing and shall take effect at the time
specified therein, and if no time be specified, shall take effect at the time of
its receipt by the Chairman and Chief Executive Officer, the President and Chief
Operating Officer or the Secretary of the Corporation. The acceptance of a
resignation shall not be necessary to make it effective, but no resignation
shall discharge any accrued obligation or duty of a director.
Section 7. Removal of Directors. A duly elected director of the
Corporation may be removed from such position, with cause, only by the
affirmative vote of the holders of a majority of the voting power of the
outstanding shares of capital of the Corporation entitled to vote in the
election of directors, voting as a single class.
Section 8. Quorum of Directors. Except as otherwise required by law or by
the Certificate of Incorporation or by these By-Laws, (i) a majority of the
directors in office at the time of a duly assembled meeting shall constitute a
quorum and be sufficient for the transaction of business, and (ii) any act of a
majority of the directors present at a meeting at which there is a quorum shall
be the act of the Board of Directors.
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Section 9. Place of Meetings. Subject to the provisions of Section 10 of
this Article III, the Board of Directors may hold any meeting at such place or
places within or without the State of New Jersey as it may determine.
Section 10. Organization Meeting. After each annual meeting of
shareholders of the Corporation, the Board of Directors shall meet immediately
at the place where such meeting of shareholders was held for the purpose of
organization, election of Executive Officers (as defined in Section 1 of
Article V), and the transaction of other business, without notice.
Section 11. Regular Meetings. Regular meetings of the Board of Directors
may be held at such times and at such places within or without the State of New
Jersey as the Board of Directors shall from time to time determine.
Section 12. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman and Chief Executive Officer, the President and
Chief Operating Officer or any two directors, and any such meeting shall be held
at such time and at such place within or without the State of New Jersey as
shall be specified in the notice of meeting.
Section 13. Notice of Meetings. Subject to the provisions of Section 10 of
this Article III, notice of the place, day and hour of every meeting of the
Board of Directors shall be given to each director by mailing such notice at
least two (2) days before the meeting to his or her known address or by
personally delivering, telegraphing or telephoning such notice to him or her at
least twenty-four (24) hours before the meeting.
Section 14. Organization. The Chairman and Chief Executive Officer or, in
the absence of such officer, the President and Chief Operating Officer shall
call meetings of the Board of Directors to order and shall act as the chairman
thereof. In the absence of the Chairman and Chief Executive Officer and the
President and Chief Operating Officer, a majority of the directors present may
elect as chairman of the meeting any director present. The Secretary of the
Corporation or, in the absence of such officer, an Assistant Secretary in
attendance or, in the absence of the Secretary and an Assistant Secretary, an
individual appointed by the chairman of the meeting shall act as a secretary of
the meeting and keep a record of the proceedings of the meeting.
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Section 15. Order of Business. Unless otherwise determined by the Board of
Directors, the order of business and rules of order at any meeting of the Board
of Directors shall be determined by the chairman of the meeting.
Section 16. Adjournment. Any meeting of the Board of Directors may be
adjourned from time to time by a majority of the directors present, whether or
not they shall constitute a quorum, and no notice shall be required of any
adjourned meeting beyond the announcement of such adjournment at the meeting,
provided that at the adjourning meeting the time and place of the adjourned
meeting are fixed and the period of adjustment does not exceed 10 days in any
one adjournment.
Section 17. Action by Board of Directors Without a Meeting. Unless
otherwise restricted by the Certificate of Incorporation or these By-Laws, any
action required or permitted to be taken at any meeting of the Board of
Directors or any committee thereof may be taken without a meeting if all the
members of the Board or the committee, as the case may be, consent thereto in
writing and the writing or writings are filed with the minutes of proceedings of
the Board of Directors or committee, as the case may be.
Section 18. Action by Conference Telephone. Unless otherwise restricted by
the Certificate of Incorporation or these By-Laws, members of the Board of
Directors or of any committee thereof may participate in a meeting of the Board
of Directors or of such committee, as the case may be, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a meeting
in such manner shall constitute presence in person at such meeting.
Section 19. Compensation. Each director and each advisory director, in
consideration of his or her serving as such, shall be entitled to receive from
the Corporation such compensation as the Board of Directors shall from time to
time determine, together with reimbursement for reasonable expenses incurred by
him or her in attending meetings of the Board of Directors. Each director and
each advisory director who shall serve as a member of any committee of the Board
of Directors, in consideration of his or her serving as such, shall be entitled
to such additional compensation as the Board of Directors shall from time to
time determine, together with reimbursement for reasonable expenses incurred by
him or her in attending meetings of such committee.
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Nothing herein contained shall be construed to preclude any director or advisory
director from serving the Corporation in any other capacity and receiving
compensation therefor.
Section 20. Advisory Directors. The Board of Directors may from time to
time, by the affirmative vote of a majority of the entire Board, elect one or
more advisory directors for such term(s) as the Board of Directors by resolution
shall establish or until his or her earlier death, resignation, retirement,
disqualification or removal. An advisory director shall attend meetings of the
Board of Directors and shall attend meetings of the committees of the Board of
Directors to which he or she is appointed. Advisory directors shall not be
entitled to vote on any business coming before the Board of Directors or any
committee thereof and shall not be counted for the purpose of determining the
number of directors necessary to constitute a quorum, for the purpose of
determining whether a quorum is present or for any other purpose whatsoever.
The termination of any individual's relationship with the Corporation as an
advisory director shall not be deemed to create a vacancy in the position of
advisory director. Any or all of the advisory directors may be removed at any
time with or without cause by the affirmative vote of (i) the holders of a
majority of the voting power of the outstanding capital stock of the Corporation
entitled to vote in the election of directors, voting as a single class, or (ii)
a majority of the Board of Directors.
Advisory directors shall not be directors of the Corporation and shall have
no rights, privileges or powers other than those specifically provided in this
Section 20 or as may be specifically given or assigned to them by the Board of
Directors or the Chairman and Chief Executive Officer.
ARTICLE IV
Committees of Directors
Section 1. Executive Committee. By a resolution adopted by the affirmative
vote of a majority of the Board of Directors, the Board of Directors may
designate three (3) or more of its members to constitute an Executive Committee.
Such an Executive Committee, during intervals between meetings of the Board of
Directors, shall have and exercise all the powers and
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authority of the Board of Directors in the management of the business and
affairs of the Corporation and may authorize the seal of the Corporation to be
fixed to all papers which may require it, provided, however, that the Executive
Committee shall not have any power or authority in reference to:
(i) Amending the Certificate of Incorporation (except that the
Executive Committee may, to the extent authorized in the resolution or
resolutions providing for the issuance of shares of capital adopted by the Board
of Directors as provided in N.J.S.A. 14A:7-2, fix the designations and any of
the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of shares of the
Corporation or fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series);
(ii) Amending, altering or repealing these By-Laws or making any
by-law of the Corporation;
(iii) Adopting an agreement of merger or consolidation under New
Jersey Law relating to mergers and consolidations or a certificate of ownership
and merger pursuant to New Jersey Law relating to mergers and consolidations;
(iv) Submitting to shareholders any action that requires
shareholder approval;
(v) Fixing the compensation for service as a member of the
Executive Committee or of the Board of Directors;
(vi) Authorizing the issuance of any shares of capital of the
Corporation;
(vii) Declaring a dividend upon any class of shares of capital of
the Corporation;
(viii) Fixing the number of directors and electing or appointing a
director of the Corporation or removing any Executive Officer, Other Officer or
director; and
(ix) Amending or repealing any resolution theretofore adopted by
the Board which by its terms is amendable or repealable only by the Board.
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Section 2. Executive Committee to Report to the Board. The Executive
Committee shall keep regular minutes of its proceedings and all action taken and
resolutions adopted by the Executive Committee shall be reported to the Board of
Directors at its meeting next succeeding such action or adoption; except that,
when the meeting of the Board of Directors is held within two days after the
committee meeting, such report shall, if not made at the first meeting, be made
to the Board of Directors at its second meeting following such committee
meeting, and such action shall be subject to revision or alteration by the Board
of Directors; provided, however, that no rights of third parties shall be
affected by any such revision or alteration.
Section 3. Other Committees. By a resolution adopted by the affirmative
vote of a majority of the Board of Directors, the Board of Directors may appoint
one or more other committees, which may include as members directors only or
directors and non-directors, as the Board of Directors may from time to time
consider desirable, and such committees shall have such power and duties as the
Board of Directors shall determine and as shall be specified in the resolution
of appointment; provided, however, that the powers and duties of any such
committee whose members shall include non-directors shall be limited to making
recommendations to the Board of Directors.
Section 4. Committee Vacancies. Any member of a committee appointed
pursuant to this Article IV shall serve at the pleasure of the Board of
Directors, which Board shall have the power at any time by the affirmative vote
of a majority of the Board of Directors to remove any member, with or without
cause, to fill vacancies in the membership of a committee and appoint one or
more directors to serve as alternate members of any such committee to act in the
absence or disability of members of any such committee with all the powers of
such absent or disabled members. No committee appointed pursuant to this
Article IV shall have the power to fill any vacancy in the membership of such
committee. Any committee appointed pursuant to Section 3 of this Article IV
shall exist at the pleasure of the Board of Directors, which Board shall have
the power at any time by the affirmative vote of a majority of the Board of
Directors to change the powers and duties of any such committee or to dissolve
it.
Section 5. Committee Meetings. Regular meetings of a committee appointed
pursuant to this Article IV shall be held at such times and at such places
within or without the State of New Jersey as the Board of Directors or the
committee shall from time to time determine, and no notice of such regular
meetings shall
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be required. Special meetings of the Executive Committee may be called by the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer of the Corporation, and special meetings of any other committee may be
called by the chairman of such committee or by the Chairman and Chief Executive
Officer or by the President and Chief Operating Officer, and shall be called by
the Secretary of the Corporation on the written request of any member of such
committee. Notice of a special meeting of any committee shall be given to each
member thereof by mailing such notice at least forty-eight (48) hours, or by
personally delivering, telegraphing or telephoning the same at least eighteen
(18) hours, before the meeting. It shall not be requisite for the validity of
any meeting of any committee that notice thereof shall have been given to any
committee member who is present at the meeting or, if absent, waives notice
thereof in writing filed with the records of the meeting either before or after
the holding thereof. The majority of the members of a committee shall constitute
a quorum for the transaction of committee business, and the act of a majority of
the members present at any meeting at which there is a quorum shall be the act
of the committee; provided, however, that in the case of the Executive
Committee, in the event of a tie vote the Chairman and Chief Executive Officer
shall have the deciding vote. A committee shall keep regular minutes of its
meetings and all action taken or resolutions adopted shall be reported to the
Board of Directors at the meeting of the Board next following such action except
that, when the meeting of the Board of Directors is held within two days after
the Executive Committee meeting, such report shall, if not made at the first
meeting, be made to the Board of Directors at its second meeting following such
committee meeting.
ARTICLE V
Officers
Section 1. Executive Officers. At the organization meeting of the Board
of Directors following the annual meeting of shareholders, the Board of
Directors shall elect as executive officers of the Corporation a President and
Chief Operating Officer, a Secretary and a Treasurer, and, if desired, a
Chairman and Chief Executive Officer, one or more Chairmen Emeritus, Vice
Chairmen, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents.
All such executive officers elected by the Board of Directors are referred to in
these By-Laws as "Executive Officers." The Board of Directors may from time to
time appoint such other officers and agents of the Corporation as the interests
of the Corporation may require and may fix their duties and terms of office. To
the extent permitted by law, any number of offices may be held by the same
person.
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Section 2. Other Officers. In addition to the Executive Officers elected
by the Board of Directors pursuant to Section 1 of this Article V, the Chairman
and Chief Executive Officer and the President and Chief Operating Officer may
from time to time appoint such other officers of the Corporation, including
Assistant Vice Presidents, Assistant Secretaries, Assistant Treasurers and
Controllers, as the interests of the Corporation may require (the "Other
Officers"); provided, however, that no Other Officer may be appointed to the
office of Chairman Emeritus, Vice Chairman, President and Chief Operating
Officer, Executive Vice President, Senior Vice President, Vice President,
Secretary or Treasurer. Each appointment of an Other Officer shall be in writing
and shall set forth the duties of the Other Officer being appointed and, subject
to Section 3 of this Article V, such officer's term of office.
Section 3. Term of Office. Each Executive officer shall hold office until
the organization meeting of the Board of Directors following the annual meeting
of shareholders next succeeding such officer's election and until such officer's
successor is elected and qualified, or until such officer's earlier death,
resignation, retirement or removal. Each Other Officer shall hold office for a
term to be decided by the appointing Chairman and Chief Executive Officer or
President and Chief Operating Officer, as the case may be; provided, however,
that no such term shall be for a period longer than the term of office of the
appointing Chairman and Chief Executive Officer or President and Chief Operating
Officer.
Section 4. Removal of Officers. Any Executive Officer or Other Officer
may be removed from office with or without cause at any time by the affirmative
vote of a majority of the Board of Directors. Any Other Officer may be removed
from office at any time with or without cause by the Chairman and Chief
Executive Officer or President and Chief Operating Officer.
Section 5. Vacancies. A vacancy in any Executive Office or Other Office
arising from any cause may be filled for the unexpired portion of the term by
the Board of Directors. A vacancy in any Other Office arising from any cause may
be filled for the unexpired portion of the term by the Chairman and Chief
Executive Officer or President and Chief Operating Officer.
Section 6. Compensation of Officers. The salaries or compensation, if
any, of the Chairman and Chief Executive Officer and the President and Chief
Operating Officer shall be fixed by
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the Board of Directors. The salaries or compensation of the other Executive
Officers, and of the Other Officers and division officers, if there be any, may
be fixed from time to time by the Board of Directors, the Chairman and Chief
Executive Officer or the President and Chief Operating Officer.
Section 7. Chairman and Chief Executive Officer. The Chairman and Chief
Executive Officer shall be Chairman of the Board of Directors and of the
Executive Committee, if any, shall be the Chief Executive Officer of the
Corporation and, subject to the control of the Board of Directors, shall have
general charge and control of the business and affairs of the Corporation with
power and authority, when acting in the ordinary course of business of the
Corporation, in the name and on behalf of the Corporation and under its seal
attested by the Secretary or an Assistant Secretary of the Corporation, or
otherwise to (i) execute and deliver agreements, contracts, certificates and
other instruments, (ii) purchase and accept delivery of stocks, bonds, evidences
of interest and indebtedness, rights and options to acquire the same, and all
other securities, whether negotiable or non-negotiable, (iii) sell, assign,
transfer and deliver all stocks, bonds, evidences of interest and indebtedness,
rights and options to acquire the same, and all other securities, corporate or
otherwise, now or hereafter standing in the name of or owned beneficially by the
Corporation, (iv) open and maintain accounts with banking institutions,
including investment banks and brokerage firms, and (v) borrow from First
Fidelity Bank, Newark, New Jersey, Midlantic National Bank, Edison, New Jersey,
Irving Trust Company, New York, New York, and Manufacturers Hanover Trust
Company, New York, New York, or any other banking institution, including
investment banks and brokerage firms, such sums of money for such periods of
time and upon such terms as such officer shall deem necessary or appropriate,
and execute and deliver notes, other evidences of indebtedness and agreements
for the repayment of any sums so borrowed in the name and on behalf of the
Corporation; provided, however, that no borrowing pursuant to this clause (v)
shall have an original maturity of more than one year. Such officer shall
preside at all meetings of shareholders of the Corporation, the Board of
Directors and the Executive Committee at which such officer is present. Such
officer shall perform all other duties and enjoy all other powers which are
commonly incident to the office of Chairman and Chief Executive Officer, or are
delegated to such officer from time to time by the Board of Directors or are or
may at any time be authorized or required by law.
Section 8. Chairmen Emeritus and Vice Chairmen of the Board. The Chairmen
Emeritus and Vice Chairmen of the Board, if
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there be any, shall be members of the Board of Directors and shall have such
powers and perform such duties as may from time to time be assigned to them by
the Board of Directors, the Chairman and Chief Executive Officer or the
President and Chief Operating Officer.
Section 9. President and Chief Operating Officer. The President and Chief
Operating Officer shall be a member of the Board of Directors and of the
Executive Committee, if any, shall be the chief operating officer of the
Corporation responsible for directing, administering and coordinating the
business operations of the Corporation in accordance with policies, goals and
objectives established by the Board of Directors and the Chairman and Chief
Executive Officer with power and authority, when acting in the ordinary course
of business of the Corporation, in the name and on behalf of the Corporation and
under its seal attested by the Secretary or an Assistant Secretary of the
Corporation, or otherwise, to (i) execute and deliver agreements, contracts,
certificates and other instruments, (ii) sell, assign, transfer and deliver all
stocks, bonds, evidences of interest and indebtedness, rights and options to
acquire the same, and all other securities, corporate or otherwise, now or
hereafter standing in the name of or owned beneficially by the Corporation,
(iii) open and maintain accounts with banking institutions, including investment
banks and brokerage firms, and (iv) borrow from First Fidelity Bank, Newark, New
Jersey, Midlantic National Bank, Edison, New Jersey, Irving Trust Company, New
York, New York, and Manufacturers Hanover Trust Company, New York, New York or
any other banking institution, including investment banks and brokerage firms,
such sums of money for such periods of time and upon such terms as such officer
shall deem necessary or appropriate, and execute and deliver notes, other
evidences of indebtedness and agreements for the repayment of any sums so
borrowed in the name and on behalf of the Corporation; provided, however, that
no borrowing pursuant to this clause (iv) shall have an original maturity of
more than one year. Such officer shall perform all other duties and enjoy all
other powers which are commonly incident to the office of President and Chief
Operating Officer or which are delegated to such officer by the Board of
Directors or the Chairman and Chief Executive Officer. In the absence of the
Chairman and Chief Executive Officer, the President and Chief Operating Officer
shall perform all duties and may exercise all powers of the Chairman and Chief
Executive Officer and shall preside at meetings of shareholders of the
Corporation, the Board of Directors and the Executive Committee.
Section 10. Executive Vice Presidents, Senior Vice Presidents and Vice
Presidents Elected by the Board. The Executive
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Vice Presidents, the Senior Vice Presidents and the Vice Presidents elected by
the Board of Directors pursuant to Section 1 of this Article V, if there be any,
shall have such powers and perform such duties as may from time to time be
assigned to them by the Board of Directors, the Chairman and Chief Executive
Officer or the President and Chief Operating Officer.
Section 11. Secretary. The Secretary shall record the proceedings of all
meetings of shareholders of the Corporation and of the Board of Directors and
the Executive Committee which such officer attends in a book or books to be kept
for that purpose. Such officer shall attend to the giving and serving of all
notices on behalf of the Corporation, shall have custody of the records and the
seal of the Corporation and shall affix the seal to any instrument which
requires the seal of the Corporation. Such officer shall, in general, perform
all the duties and functions incident to the office of Secretary and shall also
perform such other duties as may from time to time be assigned to such officer
by the Board of Directors, the Chairman and Chief Executive Officer or the
President and Chief Operating Officer.
Section 12. Treasurer. The Treasurer shall have custody and control of all
funds and securities of the Corporation, except as otherwise provided by the
Board of Directors. Such officer shall keep full and accurate accounts of all
receipts and disbursements of the Corporation in books to be kept for that
purpose, shall deposit all money and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by the
Board of Directors, and shall render to the Chairman and Chief Executive
Officer, the President and Chief Operating Officer or the Board of Directors,
whenever any of them may require it, an account of all such officer's
transactions as Treasurer and an account of the financial condition of the
Corporation. Such officer shall also perform such other duties as may from time
to time be assigned to such officer by the Board of Directors, the Chairman and
Chief Executive Officer or the President and Chief Operating Officer.
Section 13. Powers and Duties of Other Officers. The Other Officers shall
have such powers and perform such duties as may from time to time be assigned to
them by the Board of Directors, the Chairman and Chief Executive Officer or the
President and Chief Operating Officer.
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ARTICLE VI
Division Officers
Section 1. Division President. In case any business or affairs of the
Corporation are carried on by the Corporation as an unincorporated division of
the Corporation, the Board of Directors, the Chairman and Chief Executive
Officer or the President and Chief Operating Officer may appoint a Division
President who shall have such powers, authorities, functions and
responsibilities with respect to the business and affairs of such division as
amy be delegated to such Division President by the Board of Directors, the
Chairman and Chief Executive Officer or the President and Chief Operating
Officer.
Section 2. Other Division Officers. In case a Division President is
appointed in accordance with Section 1 of this Article VI, such Division
President may designate one or more other officers for the respective division.
Each such division officer shall have and exercise such powers, authorities,
functions and responsibilities with respect to the business and affairs of such
division as may be delegated to such division officer by the Division President.
Section 3. Neither Executive Officers Nor Other Officers. A division
officer appointed pursuant to the Article VI shall not be an Executive Officer
unless specifically elected as such by the Board of Directors and shall not be
an Other Officer unless specifically appointed as such by the Chairman and Chief
Executive Officer or the President and Chief Operating Officer.
Section 4. Term of Office. A division officer shall be subject to removal
at any time with or without cause by the Board of Directors, the Chairman and
Chief Executive Officer or the President and Chief Operating Officer, and, if
such division officer is not a Division President, by the Division President of
the Division of which such division officer is an officer.
ARTICLE VII
Capital Shares
Section 1. Certificates. Each shareholder of the Corporation shall be
entitled to a certificate or certificates
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signed by or in the name of the Corporation by the Chairman and Chief Executive
Officer, the President and Chief Operating Officer, and Executive Vice President
or a Senior Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or and Assistant Secretary, certifying the number of shares of capital
of the Corporation owned by such shareholder. Any or all of the signatures on
the certificate may be a facsimile.
In case any officer, Transfer Agent or Registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, Transfer Agent or Registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he, she or it was
such officer, Transfer Agent or Registrar at the date of issue.
All certificates of each class or series shall be consecutively numbered
and shall be entered in the books of the Corporation as they are issued. Every
certificate shall certify the name of the Person owning the shares represented
thereby, with the number of shares and the date of issue. The names and
addresses of all Persons owning shares of the Corporation, with the number of
shares owned by each and the date or dates of issue of the shares held by each,
shall be entered in the books of the Corporation kept for that purpose by the
proper officers, agents or employees of the Corporation.
The Corporation shall be entitled to treat the holder of record of any
share of shares of capital of the Corporation as the holder in fact thereof and,
accordingly, 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 has actual or other notice thereof, except as provided by law.
Section 2. Cancellation of Certificates. All certificates surrendered to
the Corporation shall be cancelled and, except in the case of lost, stolen or
destroyed certificates, no new certificates shall be issued until the former
certificate or certificates for the same number of shares of the same class of
shares have been surrendered and cancelled.
Section 3. Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation alleged to
have been lost, stolen or destroyed, upon the making of an affidavit of the fact
by the
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Person claiming the certificate or certificates to be lost, stolen or destroyed.
In its discretion and as a condition precedent to the issuance of any such new
certificate or certificates, the Board of Directors may require that the owner
of such lost, stolen or destroyed certificate or certificates, or such Person's
legal representative, advertise the same in such manner as the Board shall
require and/or give the Corporation and its Transfer Agent or Agents, Registrar
or Registrars a bond in such form and amount as the Board of Directors may
direct as indemnity against any claim that may be made against the Corporation
and its Transfer Agent or Agents, Registrar or Registrars, and that the owner
requesting such new certificate or certificates obtain a final order or decree
of a court of competent jurisdiction as such owner's right to receive such new
certificate or certificates.
Section 4. Transfer of Shares. Shares of capital shall be transferable on
the books of the Corporation by the holder thereof, in person or by duly
authorized attorney, upon the surrender of the certificate or certificates
representing the shares to be transferred, properly endorsed, with such proof or
guarantee of the authenticity of the signature as the Corporation or its agents
may reasonably require.
Section 5. Transfer Agents and Registrars. The Corporation may have one
or more Transfer Agents and one or more Registrars of its shares, whose
respective duties the Board of Directors may define from time to time. No
certificate shall be valid until countersigned by a Transfer Agent, if the
Corporation shall have a Transfer Agent, or until registered by the Registrar,
if the Corporation shall have a Registrar. The duties of Transfer Agent and
Registrar may be combined.
Section 6. Fixing of Record Date. The Board of Directors may fix in
advance a date, which shall not be more than sixty (60) nor less than ten (10)
days before the date of any meeting of shareholders nor more than sixty (60)
days before the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
shares of capital shall go into effect, or a date in connection with obtaining
written consent of the shareholders to any action without a meeting, where the
immediately preceding date is the date fixed for tabulation of the consents or,
if no date has been fixed for tabulation, the last day on which consents
received may be counted, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to
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receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or exchange of
shares of capital, or to give such consent, and in such case such shareholders,
and only such shareholders as shall be shareholders of record on the date so
fixed, shall be entitled to such notice of, and to vote at, such meeting and any
adjournment thereof, or to receive payment of such dividend, or to such
allotment of rights, or to exercise such rights, or to give such consent, as the
case may be, notwithstanding any transfer of any shares on the books of the
Corporation after any such record date fixed as aforesaid.
ARTICLE VIII
Contracts, Checks, Drafts, Proxies
Section 1. Execution of Contracts. The Board of Directors may authorize
any Executive or Other Officer, agent or employee of the Corporation to enter
into any contract or execute and deliver any instrument in the name or on behalf
of the Corporation, and such authority may be general or confined to specific
instances, and, unless so authorized by the Board of Directors, no Executive or
Other Officer, agent or employee except the Chairman and Chief Executive Officer
and the President and Chief Operating Officer shall have any power or authority
to bind the Corporation by any contract or to pledge its credit or to render it
liable pecuniarily for any purpose or to any amount.
Section 2. Loans. Except as otherwise provided in these By-Laws, no loan
shall be contracted in the name or on behalf of the Corporation, and no evidence
of indebtedness shall be issued, endorsed or accepted in its name, or on its
behalf, unless authorized by the Board of Directors. Such authority may be
general or confined to specific instances. When so authorized, the Executive or
Other Officer, agent or employee thereunto authorized may effect loans and
advances at any time for the Corporation from any Person (including any bank,
trust company or other institution) and for such loans and advances may make,
execute and deliver promissory notes or other evidences of indebtedness of the
Corporation, and, when authorized as aforesaid, as security for the payment of
any and all loans and advances may make, execute and deliver promissory notes or
other evidences of indebtedness and liabilities of the Corporation, may
mortgage, pledge, hypothecate or transfer any real or personal property at any
time owned or held by the Corporation, and to that end execute instruments of
mortgage or pledge or otherwise transfer such property.
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Section 3. Checks, Drafts, etc. All checks, drafts, bills of exchange or
other orders for the payment of money, obligations, notes or other evidences of
indebtedness, bills of lading, warehouse receipts and insurance certificates of
the Corporation, shall be signed or endorsed by the Chairman and Chief Executive
Officer, the President and Chief Operating Officer or such other Executive
Officer or Other Officer, agent, attorney, or employee of the Corporation as
shall from time to time be determined by the Board of Directors, the Chairman
and Chief Executive Officer or the President and Chief Operating Officer.
Section 4. Proxies in Respect of Securities of Other Corporations. The
Chairman and Chief Executive Officer, the President and Chief Operating Officer
and such other Executive or Other Officers as are designated by the Chairman and
Chief Executive Officer or the President and Chief Operating Officer are
authorized to vote by casting a ballot in person or by voting by proxy on behalf
of the Corporation the shares owned by the Corporation of the stock or other
securities in any other corporation at meetings of the holders of the stock or
other securities of such other corporation, or to consent in writing, in the
name of the Corporation as such holder, to any action by such other corporation.
Section 5. Execution of Instruments By An Officer Holding More than One
Office. No person holding more than one Executive Office or Other Office shall
execute, acknowledge or verify any instrument in more than one capacity if such
instrument is required by law or by these By-laws to be executed, acknowledged,
or verified by two or more Executive Officers or Other Officers, as the case may
be.
ARTICLE IX
Indemnification
Section 1. Definitions. For purposes of this Article IX the following
definitions, as well as all other definitions set forth in N.J.S.A. 14A:3-5
shall apply:
a. "Other Enterprise" shall mean any domestic or foreign
corporation other than the indemnifying corporation, and any partnership, joint
venture, sole proprietorship, trust or other enterprise, (including employee
benefit plans governed by the Act
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of Congress entitled "Employee Retirement Income Security Act of 1974"
("ERISA"), as amended from time to time), whether or not for profit served by an
individual referred to in Section 2 of this Article IX.
b. "Fines" shall include, but not be limited to, any excise taxes
assessed on a person with respect to employee benefit plans governed by ERISA.
c. "Serving at the request of the Corporation" shall include, but
not be limited to, any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan governed
by ERISA, its participants, or beneficiaries.
Section 2. Indemnification by the Corporation. The Corporation shall, and
by reason of the enactment of this By-Law hereby does, indemnify each any every
individual (including his or her heirs, executors and assigns) 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, by reason of the fact that he or she is or was a director,
Executive Officer or Other Officer or employee of the Corporation, or, while a
director, Executive Officer or Other Officer or employee of the Corporation, 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, or is or was also serving as a "fiduciary" of an employee
benefit plan governed by ERISA, if the Corporation shall have requested any such
individual to so serve, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with such action, suit or
proceeding, to the full extent that it has the power to do so under New Jersey
Law. Such indemnification shall not be deemed exclusive of any other rights to
which those indemnified may be entitled under any agreement, contract of
insurance, vote of shareholders or disinterested directors, or other By-Laws or
otherwise, or of the broader power of the Corporation to indemnify a director,
Executive Officer, Other Officer, employee or agent of the Corporation as
authorized by New Jersey Law.
ARTICLE X
Definitions
For purposes of these By-Laws, the following terms shall have the meanings
set forth below:
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"Corporation" shall mean UNIROYAL CHEMICAL COMPANY, INC.
"New Jersey Law" shall mean the New Jersey Business Corporation Act,
as amended from time to time.
"Executive Officers" shall have the meaning set forth in Section 1 of
Article V of these By-Laws.
"Other Officers" shall have the meaning set forth in Section 2 of
Article V of these By-Laws.
"Person" shall mean any individual, firm, corporation or other entity.
"Certificate of Incorporation" shall mean the Certificate of
Incorporation of the Corporation, as from time to time amended.
"Voting Shares" shall mean any issued and outstanding shares of
capital of the Corporation entitled to vote generally in the election of
directors.
"New Jersey Business Corporation Act" shall mean N.J.S.A. 14A:1-1 et
seq., as amended from time to time.
ARTICLE XI
Miscellaneous
Section 1. Books and Records. The books and records of the Corporation
may be kept at such places within or without the State of New Jersey as the
Board of Directors may from time to time determine. The stock transfer books and
the blank share certificate books shall be kept by the Secretary or by any other
officer or agent designated by the Board of Directors.
Section 2. Dividends and Reserves. The Board of Directors, from time to
time, may determine whether any, and, if any, what part of the surplus of the
Corporation, available therefor pursuant to law and the Certificate of
Incorporation, shall be declared by it as dividends on the shares of capital of
the Corporation. The Board of Directors, in its discretion, in lieu of declaring
any such dividend, may use and apply any of such surplus as a reserve for
working capital, to meet contingencies, for the purpose of maintaining or
increasing the property
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or business of the Corporation or for any other lawful purpose which it may
think conducive to the best interests of the Corporation.
Section 3. Seal. The corporate seal of the Corporation shall be in the
form of a circle and shall bear the name of the Corporation and the year and
state of its incorporation.
Section 4. Fiscal Year. The fiscal year of the Corporation shall end on
such day in each year as shall be determined by the Board of Directors.
ARTICLE XII
Amendments
All By-Laws of the Corporation shall be subject to alteration, amendment or
repeal, in whole or in part, and new By-Laws not inconsistent with New Jersey
Law or any provision of the Certificate of Incorporation may be made, by (i) the
affirmative vote of shareholders holding not less than two-thirds of the voting
power of the Voting Shares (as defined in Article X above) of the Corporation
then entitled to vote on such issue, or (ii) the affirmative vote of not less
than two-thirds of the directors of the Corporation then holding office and
entitled to vote on such issue.
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----------
ACTION BY WRITTEN CONSENT
OF THE SHAREHOLDERS
OF UNIROYAL CHEMICAL COMPANY INC.
AUGUST 15, 2004
----------
The undersigned, being all of the shareholders (the "Shareholders") of
Uniroyal Chemical Company, Inc., a New Jersey corporation (the "Corporation"),
acting pursuant to Section 14A:5-6 of the New Jersey Business Corporation Act,
and pursuant to Section 14 of the By-Laws of the Corporation, hereby adopt, 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
shareholders of the Corporation:
WHEREAS, the Shareholders desire 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 previously taken by its
directors and/or officers; and
WHEREAS, the Shareholders also desire to approve and ratify actions
previously taken by the certain of the Corporation's wholly-owned
subsidiaries, Crompton Colors Incorporated, Davis-Standard Corporation,
Naugatuck Treatment Company, and Monochem, Inc. (collectively, the
"Subsidiaries"), including amendments to certain provisions of their
respective by-laws and the ratification, confirmation, approval and
adoption of certain actions previously taken by their respective directors
and/or officers; and
WHEREAS, Article XII of the By-Laws provide that the By-Laws may be amended
by the affirmative vote of the holders of a two-thirds of the voting power
of the shares of the Corporation;
NOW THEREFORE, BE IT THEREFORE RESOLVED, that the By-laws of the
Corporation are hereby amended as follows:
Article III, Section 3, which reads:
"The Board of Directors shall consist of not fewer than three (3) nor
more than fifteen (15) individuals, the exact number to be fixed from
time to time by the Board of Directors."
is amended to read:
"The Board of Directors shall consist of not fewer than two (2) nor
more than fifteen (15) individuals, the exact number to be fixed
from time to time by the Board of Directors. As of the date hereof,
the Board shall consist of two members, Karen R. Osar and Lynn A.
Schefsky, until changed as hereinafter provided."; and
FURTHER RESOLVED, that the Shareholders hereby ratify, confirm, adopt and
approve the Actions by Written Consent, including all of the transactions,
authority and appointments set forth therein, of the Board of Directors of
the Corporation dated July 19, 2004 (the "July 19, 2004 Resolutions"); and
FURTHER RESOLVED, that the Shareholders hereby ratify, confirm, adopt and
approve 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; and
FURTHER RESOLVED, that each director, President or Vice President,
Treasurer or Assistant Treasurer, or Secretary or Assistant Secretary or
other officer of each Subsidiary (the "Subsidiary Officers") be and each of
them hereby is, authorized to execute unanimous written consents on behalf
of such Subsidiaries to amend their respective by-laws, including
amendments to the number of directors of such Subsidiaries, whether such
amendments have the effect of increasing or decreasing the number of
previously authorized directors of such Subsidiaries, and to authenticate
and/or deliver copies of such unanimous written consents to third parties
as the Subsidiary Officers shall deem necessary or advisable; and
FURTHER RESOLVED, that the Shareholders hereby ratify, confirm, adopt and
approve any and all actions previously taken by the each of the
Subsidiaries or any of the Subsidiary Officers or any of their agents in
connection with the documents, transactions and actions contemplated by or
arising out of any resolutions of such Subsidiary, which are substantially
similar to the July 19, 2004 Resolutions, including but not
2
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 each Subsidiary Officer 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 each of
the Subsidiaries 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 any resolutions of such Subsidiary, which are substantially
similar to the July 19, 2004 Resolutions, or to approve, ratify and adopt
any such resolutions; and
FURTHER RESOLVED, that this Action by Written Consent may be executed in
two or more counterparts, each of which shall be deemed an original and all
of which together shall be deemed to constitute one or the same Action by
Written Consent.
The undersigned Shareholders hereby waive 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 or the laws of the State of New Jersey in order to enter into and
execute the foregoing resolutions, and do hereby direct that this consent be
included in the minute books of the Corporation.
* * *
3
IN WITNESS WHEREOF, the undersigned being all of the shareholders of
Uniroyal Chemical Company Inc., have executed this written consent as of the
15th day of August, 2004.
CROMPTON CORPORATION
By: /s/ BARRY J. SHAINMAN
--------------------------------
Name: BARRY J. SHAINMAN
Title: SECRETARY
CROMPTON HOLDINGS GmbH
By: /s/ MARC VAN GERWEN
--------------------------------
Name: MARC VAN GERWEN
Title: MANAGING DIRECTOR
4