EXHIBIT 3.34
BYLAWS OF
WESTLAKE INTERNATIONAL CORPORATION
(HEREINAFTER CALLED THE "COMPANY")
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1 Place of Meetings. Meetings of the stockholders
for the election of directors or for any other purpose shall be held at such
time and place, either within or without the State of Delaware, as shall be
designated from time to time by the Board and stated in the notice of the
meeting or in a duly executed waiver of notice thereof.
Section 2 Annual Meetings. The annual meetings of
stockholders shall be held on such date and at such time as shall be designated
from time to time by the Board and stated in the notice of the meeting, at which
meetings the stockholders shall elect by a plurality vote the Board, and
transact such other business as may properly be brought before the meeting.
Written notice of the annual meeting stating the place, date and hour of the
meeting shall be given to each stockholder entitled to vote at such meeting not
less than ten (10) nor more than sixty (60) days before the date of the meeting.
Section 3 Special Meetings. Unless otherwise prescribed by
law or by the certificate of incorporation of the Company (the "Certificate"),
special meetings of stockholders, for any purpose or purposes, may be called by
either (i) the Chairman, (ii) the President, (iii) any vice president, (iv) the
Secretary or (v) any assistant secretary, and shall be called by any such
officer at the request in writing of a majority of the Board or at the request
in writing of stockholders owning a majority of the capital stock of the Company
issued and outstanding and entitled to vote. Such request shall state the
purpose or purposes of the proposed meeting. Written notice of the special
meeting stating the place, date and hour of the meeting and the purpose or
purposes for which the meeting is called shall be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting to each stockholder
entitled to vote at such meeting.
Section 4 Quorum. Except as otherwise provided by law or
by the Certificate, the holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat present in person or represented by proxy shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
noticed. If the adjournment is for more than thirty (30) days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder entitled to vote at the
meeting.
Section 5 Voting. Unless otherwise required by law, the
Certificate or these bylaws, any question brought before any meeting of
stockholders shall be decided by the vote of
the holders of a majority of the stock represented and entitled to vote thereat.
Each stockholder represented at a meeting of stockholders shall be entitled to
cast one vote for each share standing in his name on the books of the Company.
Such votes may be cast in person or by proxy, but no proxy shall be voted on or
after three years from its date unless such proxy provides for a longer period.
The Board, in its discretion, or the officer of the Company presiding at a
meeting of stockholders, in his discretion, may require that any votes cast at
such meeting shall be cast by written ballot.
Section 6 List of Stockholder Entitled to Vote. The
officer of the Company who has charge of the stock ledger of the Company shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof and may be inspected by any
stockholder of the Company who is present.
ARTICLE II
DIRECTORS
Section 1 Number and Election of Directors. The business
and affairs of the Company shall be managed by the Board, initially consisting
of one (1) director. The number of directors may be increased or decreased from
time to time by resolution of the Board or by due election of that number of
directors by the stockholders, but no decrease by the Board shall have the
effect of shortening the term of any incumbency. Except as provided in Section 2
of this Article, the director or directors, as the case may be, shall be elected
by a plurality of the votes cast at annual meetings of stockholders and shall
hold office until the next annual meeting and until his/their successor(s) is
duly elected and qualified or until his/their earlier resignation or removal.
Any director may resign at any time upon notice to the Company. Directors need
not be stockholders.
Section 2 Vacancies. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director and the directors so chosen shall hold
office until the next annual election and until their successors are duly
elected and qualified or until their earlier resignation or removal.
Section 3 Duties and Powers. The business of the Company
shall be managed by or under the direction of the Board, which may exercise all
such powers of the Company and do all such lawful acts an things as are not by
statute or by the Certificate or by these bylaws directed or required to be
exercised or done by the stockholders.
Section 4 Meetings. The Board may hold meetings, both
regular and special, either within or without the State of Delaware. Regular
meetings of the Board may be held
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without notice at such time and at such place as may from time to time be
determined by the Board. Special meetings of the Board may be called by the
Chairman, if there be one, the President or any director. Notice thereof stating
the place, date and hour of the meeting shall be given to each director either
by mail not less than 48 hours before the date of the meeting, by telephone,
facsimile, telegram, telex or similar means of visual data transmission on 24
hours notice or on such shorter notice as the person or persons calling such
meeting may deem necessary or appropriate in the circumstances.
Section 5 Quorum. Except as may be otherwise specifically
provided by law, the Certificate or these bylaws, at all meetings of the Board,
a majority of the entire Board shall constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board. If a quorum shall not be
present at any meeting of the Board, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 6 Actions of the Board. Unless otherwise provided
by the Certificate or these bylaws, any action required or permitted to be taken
at any meeting of the Board may be taken without a meeting, if all the members
of the Board consent thereto in writing and the writing or writings are filed
with the minutes of proceedings of the Board. Such writings, which may be in
counterparts, shall be manually executed if practicable; provided, however, that
if circumstances so require, effect shall be given to written consents
transmitted by telegraph, telex, facsimile or similar means of visual data
transmission.
Section 7 Meetings by Means of Conference Telephone.
Unless otherwise provided by the Certificate or these bylaws, members of the
Board or any committee designated by the Board may participate in a meeting of
the Board or such committee by means of a 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 pursuant to this
Section 7 shall constitute presence in person at such meeting.
Section 8 Committees.
(a) Designation. The Board may, by resolution
adopted by a majority of the entire Board, designate one or more standing or
special committees, including, as they shall so determine, an executive
committee. The executive committee, if one is designated, shall consist of one
or more of the directors of the Company. Any other committee designated by the
Board shall consist of one or more of the directors of the Company.
(b) Executive Committee. The Executive Committee,
during intervals between meetings of the Board, shall have and exercise all the
powers and authority of the Board in the management of the business of the
Company, except as otherwise limited by statutes, the Certificate or these
bylaws.
(c) Alternate Committee Members. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of any such committee.
In the absence or disqualification of
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a member of a committee, and in the absence of a designation by the Board of an
alternate member to replace the absent or disqualified member, the member or
members thereof present at any meeting and not disqualified from voting,
regardless of whether he or they constitute a quorum, may unanimously appoint
another member of the Board to act at the meeting in place of any absent or
disqualified member.
(d) Powers and Duties. Any committee, to the extent
allowed by law and provided in the resolution establishing such committee, shall
have and may exercise all the powers an authority of the Board in the management
of the business and affairs of the Company; provided, however, that nothing in
this Section 8 shall be deemed to authorize a committee of the Board to have
broader authority than the Board. Each committee shall keep regular minutes and
report to the Board when required.
Section 9 Compensation. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board and may be paid a
fixed sum for attendance at each meeting of the Board or a stated salary or
other consideration as director. No such payment shall preclude any director
from serving the Company in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
ARTICLE III
OFFICERS
Section 1 General. The officers of the Company shall be
chosen by the Board and shall include a President, a Treasurer and a Secretary.
The Board, in its discretion, may also choose (i) one of its members as Chairman
and (ii) one or more vice chairmen, vice presidents, executive vice presidents,
assistant secretaries, assistant treasurers and other officers. Any number of
offices may be held by the same person, unless otherwise prohibited by law, the
Certificate or these bylaws. The officers of the Company need not be
stockholders of the Company nor, except in the case of the Chairman, need such
officers be directors of the Company.
Section 2 Election. The Board at its first meeting held
after each annual meeting of stockholders shall elect the officers of the
Company, who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board; and all officers of the Company shall hold office until their successors
are chosen and qualified or until their earlier resignation or removal. Any
officer elected by the Board may be removed at any time by the affirmative vote
of a majority of the Board. Any vacancy occurring in any office of the Company
shall be filled by the Board. The salaries of all officers of the Company shall
be fixed by the Board.
Section 3 Powers and Duties. The officers of the Company
shall have such powers and duties as generally pertain to their offices, except
as diminished or enlarged from time to time by action of the Board. The Chairman
of the Board or in his absence the President, shall preside at all meetings of
the Board and of the stockholders, and in their absence a presiding officer
shall be appointed by action of a majority of the directors or stockholders, as
the case may be.
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Section 4 Other Officers. Such other officers as the Board
may choose shall perform such duties and have such powers as from time to time
may be assigned to them by the Board. The Board may delegate to any other
officer of the Company the power to choose such other officers and to prescribe
their respective duties and powers.
ARTICLE IV
STOCK
Section 1 Signatures. The certificates for shares of stock
of the Company shall be signed by the President, Vice President or other officer
designated by the Board, countersigned by the Secretary or Treasurer. Where a
certificate is countersigned by (i) a transfer agent other than the Company or
its employee or (ii) a registrar other than the Company or its employee, any
other signature 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 Company
with the same effect as if he were such officer, transfer agent or registrar at
the date of issue.
Section 2 Record Date. In order that the Company may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise of any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the Board may fix, in
advance, a record date which shall not be more than sixty (60) days nor less
than ten (10) days before the date of such meeting, nor more than sixty (60)
days prior to any other action. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however that the Board may fix a new
record date for the adjourned meeting.
ARTICLE V
NOTICES
Whenever written notice is required by law, the Certificate or
these bylaws to be given to any director, member of a committee or stockholder,
such notice may be given by mail, addressed to such director, member of a
committee or stockholder, at his address as it appears on the records of the
Company, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Written notice may also be given personally or by facsimile, telegram, telex or
similar means of visual data transmission.
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ARTICLE VI
AMENDMENTS
These bylaws may be altered, amended or repealed, in whole or in
part, or new bylaws may be adopted, at any annual or special meeting of the
stockholders or of the Board by at least a majority vote of the stockholders or
the Board; provided however, that notice of such alteration, amendment, repeal
or adoption of new bylaws be contained in the notice of such meeting of
stockholders or directors. Any alteration, amendment, addition to or repeal of
these bylaws made by the Board is subject to the power of the stockholders to
change such action.
ADOPTED as of this 21st day of July, 1992.
/s/ Michael A. Robison
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Michael A. Robison
Secretary
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