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Limited Liability Company Operating Agreement [Delaware]
Limited Liability Company Operating Agreement [Delaware] (102K)
Doc #111911: Click preview link for longer preview.
LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF
MABCO STEAM COMPANY, LLC.
THIS is the LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the "Agreement") dated as of October 31, 2001 by and among the Members. Unless the context otherwise requires, terms that are capitalized and not otherwise defined in context have the meanings set forth or cross-referenced in Appendix A of this Agreement.
In consideration of their mutual covenants and subject to the terms and conditions of this Agreement, the Company and the Members do hereby agree:
- ORGANIZATIONAL MATTERS
- Formation of the . . .
111911
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BOC Group
As referenced in this Limited Liability Company Operating Agreement [Delaware]:
BOC GROUP, – Cardwell
Name: Ronald Cardwell
Title: Vice President, Allegheny Energy Solutions
BOC GASES DIVISION OF THE BOC GROUP, INC.
By: /s/ Stanley P. Borowiec
Name: Stanley P. Borowiec
Title: V.P. Marketing &
BOC Group, – Southern Railway Company
$2,400,000
12.005%
12.005%
BOC Gases Division of the
BOC Group, Inc.
$1,200,000
6.002%
6.002%
International Mill Service, Inc.
$1,000,
dt 29675
;
Cleveland-Cliffs
As referenced in this Limited Liability Company Operating Agreement [Delaware]:
Cleveland-Cliffs – records described in Section 5.3(b) and (c) are kept is c/o The Cleveland-Cliffs Iron Company, 1100 Superior Avenue, Cleveland, Ohio 44114-2585, or at such other location as
Cleveland-Cliffs – single Manager elected from time to time by Majority Vote. The initial Manager is The Cleveland-Cliffs Iron Company.
The Manager is to serve until the earlier of his, her or its
CLEVELAND-CLIFFS – duly authorized representatives to execute this Agreement as of the date first above written.
THE CLEVELAND-CLIFFS IRON COMPANY
By: /s/ Donald J. Gallagher
Name: Donald J. Gallagher
Title: Vice President
NORFOLK
Cleveland-Cliffs – membership interests.
"Super-Majority Vote": see Section 5.2(c).
"Tax Matters Partners" means The Cleveland-Cliffs Iron Company or another Member appointed to that office by the Manager and confirmed by
Cleveland-Cliffs – require compliance with Section 7.3.
EXHIBIT I
LIST OF MEMBERS
MEMBERS; CONTRIBUTIONS
Member
The Cleveland-Cliffs Iron Company
Initial Capital Contribution
(Agreed Value)
$10,400,000
Initial Share of
Class A
dt 26763
;
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NS Railway
As referenced in this Limited Liability Company Operating Agreement [Delaware]:
NORFOLK SOUTHERN RAILWAY – of the date first above written.
THE CLEVELAND-CLIFFS IRON COMPANY
By: /s/ Donald J. Gallagher
Name: Donald J. Gallagher
Title: Vice President
NORFOLK SOUTHERN RAILWAY COMPANY
By: /s/ John H. Friedman
Name: John H. Friedman
Title: Assistant to Chairman
ALLEGHENY ENERGY SOLUTIONS, INC.
By: /s/ Ronald Cardwell
Name:
_____________
Norfolk Southern Railway – A Interest
52.021%
Initial Share of Class B Interest
52.021%
Allegheny Energy Solutions, Inc.
$3,000,000
15.006%
15.006%
Norfolk Southern Railway Company
$2,400,000
12.005%
12.005%
BOC Gases Division of the
BOC Group, Inc.
$1,200,000
6.002%
6.002%
_____________
dt 94624
;
Weirton Steel
As referenced in this Limited Liability Company Operating Agreement [Delaware]:
Weirton Steel – involuntary, by operation of law or otherwise.
"Transfer Provisions": see Section 7.2.
"Weirton" means Weirton Steel Corporation, a Delaware corporation.
"Weirton SPS" means F.W. Holdings, Inc.
APPENDIX B Tax Matters
dt 26530
;
Mabco Steam Company, LLC
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By-Laws
By-Laws (35K)
Doc #116758: Click preview link for longer preview.
BY-LAWS
OF
NOVEON TEXTILE CHEMICALS, INC.
ARTICLE I
STOCKHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the stockholders of
the Corporation shall be held on such date, at such time and at such place
within or without the State of Delaware as may be designated by the Board of
Directors, for the purpose of electing Directors and for the transaction of such
other business as may be properly brought before the meeting.
SECTION 2. SPECIAL MEETINGS. Except as otherwise provided in the
Certificate of Incorporation, a special meeting of the stockholders of the
Corporation may be called at any time by the Board of Directors, the Chairman of
the Board or the President and shall be called by the Chairman of the Board, the
President or the Secretary at the request in writing of stockholders holding
together at least ten percent of the number of shares of stock outstanding and
entitled to vote at such meeting. Any special meeting of the stockholders shall
be held on such date, at such time and at such place within or without the State
of Delaware as the Board of Directors or the officer calling the meeting may
designate. At a special meeting of the stockholders, no business shall be
transacted and no corporate action shall be taken other than that stated in the
notice of the meeting unless all of the stockholders are present in person or by
proxy, in which case any and all business may be transacted at the meeting even
though the meeting is held without notice.
SECTION 3. NOTICE OF MEETINGS. Except as otherwise provided in these
By-Laws or by law, a written notice of each meeting of the stockholders shall be
given not less than ten (10) nor more than sixty (60) days before the date of
the meeting to each stockholder of the Corporation entitled to vote at such
meeting at his address as it appears on the records of the Corporation. The
notice shall state the place, date and hour of the meeting and, in the case of a
special meeting, the purpose or purposes for which the meeting is called.
SECTION 4. QUORUM. At any meeting of the stockholders, the holders
of a majority in number of the total outstanding shares of stock of the
Corporation entitled to vote at such meeting, present in person or represented
by proxy, shall constitute a quorum of the stockholders for all purposes, unless
the representation of a larger number of shares shall be required by law, by the
Certificate of Incorporation or by these By-Laws, in which case the
representation of the number of shares so required shall constitute a quorum;
provided that at any meeting of the stockholders at which the holders of any
class of stock of the Corporation shall be entitled to vote separately as a
class, the holders of a majority in number of the total outstanding shares of
such class,
-1-
{PAGE}
present in person or represented by proxy, shall constitute a quorum for
purposes of such class vote unless the representation of a larger number of
shares of such class shall be required by law, by the Certificate of
Incorporation or by these By-Laws.
SECTION 5. ADJOURNED MEETINGS. Whether or not a quorum shall be
present in person or represented by proxy at any meeting of the stockholders,
the holders of a majority in number of the shares of stock of the Corporation
present in person or represented by proxy and entitled to vote at such meeting
may adjourn the meeting from time to time; provided, however, that if the
holders of any class of stock of the Corporation are entitled to vote separately
as a class upon any matter at such meeting, any adjournment of the meeting in
respect of action by such class upon such matter shall be determined by the
holders of a majority of the shares of such class present in person or
represented by proxy and entitled to vote at such meeting. When a meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting the stockholders, or the holders
of any class of stock entitled to vote separately as a class, as the case may
be, may transact any business which might have been transacted by them at the
original meeting. If the adjournment is for more than thirty 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 of record entitled
to vote at the adjourned meeting.
SECTION 6. ORGANIZATION. The Chairman of the Board or, in his
absence, the President shall call all meetings of the stockholders to order, and
shall act as Chairman of such meetings. In the absence of the Chairman of the
Board and the President, the holders of a majority in number of the shares of
stock of the Corporation present in person or represented by proxy and entitled
to vote at such meeting shall elect a Chairman.
The Secretary of the Corporation shall act as Secretary of all
meetings of the stockholders; but in the absence of the Secretary, the President
may appoint any person to act as Secretary of the meeting. It shall be the duty
of the Secretary to prepare and make, at least ten days before every meeting of
stockholders, a complete list of stockholders entitled to vote at such meeting,
arranged in alphabetical order and showing the address of each stockholder and
the number of shares registered in the name of each stockholder. Such list shall
be open, at the principal place of business of the Corporation, for the ten days
prior to the meeting, to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, and shall be produced
and kept at the time and place of the meeting during the whole time thereof and
subject to the inspection of any stockholder who may be present.
SECTION 7. VOTING. Except as otherwise provided in the Certificate
of Incorporation or by law, each stockholder shall be entitled to one vote for
each share of the capital stock of the Corporation registered in the name of
such stockholder upon the books of the Corporation. Each stockholder entitled to
vote at a meeting of stockholders or to express consent or dissent to corporate
action in writing without a meeting may authorize another person or persons to
act for him by proxy, but no such proxy shall be voted or acted upon after three
years from its date, unless the proxy provides for a longer period. When
directed by the presiding officer or upon the demand of any stockholder, the
vote upon any matter before a meeting of stockholders shall be by ballot. Except
as otherwise provided by law or by the Certificate of Incorporation, Directors
shall be elected by a plurality of the votes cast at a meeting of stockholders
by the stockholders entitled to vote in the election and, whenever any corporate
action, other than the election
116758
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Lubrizol
As referenced in this By-Laws:
NOVEON –
{DOCUMENT}
{TYPE}EX-3.14
{SEQUENCE}16
{PAGE}
Exhibit 3.14
BY-LAWS
OF
NOVEON TEXTILE CHEMICALS, INC.
ARTICLE I
STOCKHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of the
dt 59568
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Company Bylaws
Company Bylaws (35K)
Doc #130042: Click preview link for longer preview.
COMPANY BYLAWS
CHAPTER I
NAME, HEADQUARTERS, PURPOSE AND DURATION
ARTICLE 1
BRASKEM S.A., a publicly listed company, with headquarters and under the
jurisdiction of the Municipality of Camacari, State of Bahia, is governed by
these bylaws and by the appropriate legislation.
SOLE PARAGRAPH - The Company may, through a document signed by its Executive
Board, constitute branches, agencies and offices in any part of Brazil or
outside it.
ARTICLE 2 - The objectives of the Company are as follows:
a) the manufacture, trading, import and export of chemical and
petrochemical products;
b) production of goods for use by component companies of the Northeastern
Petrochemical Complex, such as: the supply of steam, water, compressed air,
industrial gases, electricity, as well as the provision of various services to
the same companies;
c) the taking of holdings in other companies as a holder of quotas or
shares;
d) the manufacture, distribution, sale, import and export of gasoline,
diesel oil, liquefied petroleum gas (LPG), and other oil derivatives.
FIRST PARAGRAPH - The Company may produce, transform and distribute electricity
to its various production units, as well as to its user/shareholders, always in
accordance with the required authorizations of the National Department of Water
and Energy.
SECOND PARAGRAPH - For the purposes of the first paragraph of this Article, a
user/shareholder is understood as a corporate entity with a production unit 2
located within the Northeastern Petrochemical Complex that holds a stake in the
Company in proportion to its consumption of goods and services.
THIRD PARAGRAPH - The Company's activities are of a commercial nature, except
with regard to electricity, for which the supply costs will be shared jointly,
in proportion to the share of each party in total consumption.
ARTICLE 3
1
{PAGE}
The Company's term of duration is unspecified.
CHAPTER II
CAPITAL STOCK AND SHARES
ARTICLE 4
The Capital Stock is R$1,847,729,940.61 (one billion, eight hundred forty seven
million, seven hundred twenty nine thousand, nine hundred and forty reais and
sixty one centavos), divided into 3,398,380,922 (three billion, three hundred
ninety eight million, three hundred eighty thousand, nine hundred and twenty
two) shares, being 1,226,091,148 (one billion, two hundred twenty six million,
ninety one thousand, one hundred and forty eight) common shares, 2,160,832,034
(two billion, one hundred sixty million, eight hundred thirty two thousand, and
thirty four) class "A" preferred capital shares and 11,457,740 (eleven million,
four hundred fifty seven thousand, seventy hundred and forty) class "B"
preferred capital shares.
FIRST PARAGRAPH - The Company is authorized to increase, regardless of any
changes to its bylaws, the Capital Stock up to 6,100,000,000 (six billion and
one hundred million) shares, being 2,196,000,000 (two billion, one and ninety
six million) common shares, 3,843,000,000 (three billion, eight hundred and
forty three million) class "A" preferred capital shares and 61,000,000 (sixty
one million) class "B" preferred capital shares, with the number of non-voting
preferred capital shares or preferred capital shares with limited vote not
permitted to exceed 2/3 of the Company's total capital stock ("Authorized
Capital");
SECOND PARAGRAPH - The proportion verified above between the numbers of shares
of the various classes of the Company's preferred shares may be modified.
ARTICLE 5
The class "B" preferred shares will always be paid in full, using resources
assigned under the terms of the law on fiscal incentives for projects in the
Northeast of Brazil.
SOLE PARAGRAPH - Shares paid in with resources from the Northeast Investment
Fund - FINOR, created by Decree-Law No 1,376, of December 12, 1974, must remain
as non-transferable registered shares for a period of 4 (four) years from the
date that they are converted by that Fund for investors in accordance with
Article 19 of Decree-Law No 1,376/74, except in the event that these shares are
converted for the private individuals to which Article 3 of the same Decree-Law
refers.
ARTICLE 6 - All of the Company's shares are held in book entry transfer form, in
the name of their holders, and will be held in a deposit account in a financial
institution without the issue of certificates.
FIRST PARAGRAPH - The cost for the service of transferring ownership of the
shares that may be charged by the financial institution acting as depository,
may be passed on to shareholders in accordance with the terms of the third
paragraph of Article 35, of Law No 6,404/76.
130042
|
Braskem
As referenced in this Company Bylaws:
BRASKEM – EX-1.01
{SEQUENCE}3
{FILENAME}y88049exv1w01.txt
{DESCRIPTION}BYLAWS
{TEXT}
{PAGE}
Exhibit 1.01
BRASKEM S.A.
CNPJ N0. 42.150.391/0001-70
NIRE 29300006939
COMPANY BYLAWS
CHAPTER I
BRASKEM – 0001-70
NIRE 29300006939
COMPANY BYLAWS
CHAPTER I
NAME, HEADQUARTERS, PURPOSE AND DURATION
ARTICLE 1
BRASKEM S.A., a publicly listed company, with headquarters and under the
jurisdiction of the Municipality
Braskem – the liquidation
period.
In accordance with the original approved by the Extraordinary General Meeting of
Braskem S.A. held on April 29, 2003.
/s/ Ana Patricia Soares Nogueira
----------------------------------------
Ana Patricia Soares
dt 21425
| |
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Memorandum and Articles of Association
Memorandum and Articles of Association (272K)
Doc #148903: Click preview link for longer preview.
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
ASTRAZENECA PLC
---------------------------------
Incorporated 17 June 1992
---------------------------------
Registered Office:
15 Stanhope Gate
LONDON W1K 1LN
Last amended: Memorandum 18 February 1999, confirmed 6 April 1999
Articles 25 April 2002
{PAGE}
THE COMPANIES ACT 1985
--------------------------------------
PUBLIC COMPANY LIMITED BY SHARES
--------------------------------------
MEMORANDUM OF ASSOCIATION
(As altered by conditional Special Resolution passed on 18 February 1999
which became unconditional on 6 April 1999)
OF
ASTRAZENECA PLC
{TABLE}
{S} {C} {C}
1. The name of the Company is "AstraZeneca PLC*".
2. The Company is to be a public company.
3. The Company's registered office is to be situate in England and Wales.
4. The Company's objects are:-
4.1. To acquire and hold the whole or any part of the share capital of
any member of the group of which Imperial Chemical Industries PLC
is the holding company (whether directly or through any subsidiary)
and generally to carry on business as an investment holding
company; for that purpose, to acquire and hold, either in the name
of the Company or in that of any nominee, shares, stocks,
debentures, debenture stock, bonds, notes, options, investments,
obligations and securities (together "Securities" and each a
"Security") issued or guaranteed by any company wherever
incorporated or carrying on business and Securities issued or
guaranteed by any government, sovereign ruler, commissioners,
public body or
-------------------------------------------------------------------------------
* The name of the Company was changed to AstraZeneca PLC from ZENECA Group
PLC by conditional Special Resolution passed on 18th February 1999 which
became unconditional on 6 April 1999.
2
{PAGE}
authority, supreme, dependent, municipal, local or otherwise in any
part of the world; and to exercise and enforce all rights and
powers conferred by or incident to the ownership of any such
Securities including, without prejudice to the generality of the
foregoing, all such powers of veto or control as may be conferred
or capable of exercise (whether by virtue of the holding by the
Company of some special proportion of the issued or nominal amount
thereof or otherwise); and to provide managerial, financial and
other executive, supervisory and consultant services for or in
relation to any company in which the Company is interested and all
or any part of the businesses or operations of any such company
upon such terms as may be thought fit.
4.2. To carry on business as manufacturers, factors, merchants,
retailers, producers, distributors, importers, exporters,
warehousemen, processors and dealers in all kinds of pharmaceutical
preparations, prescription and over-the-counter medicines, animal
health and nutritional and dietary products, personal care, hygiene
and health related products, toiletries, foodstuffs and health
drinks and products, extracts, concentrates, provisions, other
drinks, consumer products and chemicals of all kinds; and to
prepare, manufacture, import, export, produce, buy, sell and deal
in all kinds of seeds, intermediates, pigments, oils, fats,
plastics, flavours, colours, dyes, dye-stuffs, inks, coatings,
adhesives, compounds, lubricants, polymers, resins, glues, gums,
salts, acids, alkalis, drugs, medicines, medicaments, herbs, and
all pharmaceutical, veterinary, industrial, preservative, chemical,
cosmetic and surgical materials and appliances, patent or
proprietary articles, cosmetics, perfumes, scents, paints,
varnishes, leather finishes, biocides, toilet requisites,
scientific, and surgical instruments and other like articles and
things, and to provide clinical laboratory, research and other
health care services and products of all kinds.
4.3. To establish, provide, maintain, conduct or otherwise subsidise
research laboratories or experimental workshops for scientific or
technical analysis, experiments, research and development and to
undertake scientific technical tests and experiments of all kinds,
and
148903
|
AstraZeneca
As referenced in this Memorandum and Articles of Association:
ASTRAZENECA – mar1303_ex0101.txt
{TEXT}
EXHIBIT 1.1
No. 2723534
THE COMPANIES ACT 1985
---------------------------------
PUBLIC COMPANY LIMITED BY SHARES
---------------------------------
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
ASTRAZENECA PLC
---------------------------------
Incorporated 17 June 1992
---------------------------------
Registered Office:
15 Stanhope Gate
LONDON W1K 1LN
Last amended: Memorandum 18 February 1999, confirmed 6 April 1999
_____________
ASTRAZENECA – SHARES
--------------------------------------
MEMORANDUM OF ASSOCIATION
(As altered by conditional Special Resolution passed on 18 February 1999
which became unconditional on 6 April 1999)
OF
ASTRAZENECA PLC
{TABLE}
{S} {C} {C}
1. The name of the Company is "AstraZeneca PLC*".
2. The Company is to be a public company.
_____________
"AstraZeneca – February 1999
which became unconditional on 6 April 1999)
OF
ASTRAZENECA PLC
{TABLE}
{S} {C} {C}
1. The name of the Company is "AstraZeneca PLC*".
2. The Company is to be a public company.
3. The Company's registered office is to be situate in England and
_____________
AstraZeneca – business and Securities issued or
guaranteed by any government, sovereign ruler, commissioners,
public body or
-------------------------------------------------------------------------------
* The name of the Company was changed to AstraZeneca PLC from ZENECA Group
PLC by conditional Special Resolution passed on 18th February 1999 which
became unconditional on 6 April 1999.
2
{PAGE}
_____________
AstraZeneca – B Lewis
Barrington House
59-67 Gresham Street,
London EC2V 7JA.
10
{PAGE}
--------------------------------------------------------------------------------
A PUBLIC COMPANY LIMITED BY SHARES
--------------------------------------------------------------------------------
ARTICLES OF ASSOCIATION
of
AstraZeneca PLC
(adopted by special resolution
passed on 25 April 2002)
--------------------------------------------------------------
PRELIMINARY
{CAPTION}
{S} {C} {C}
1. The regulations in Table A as in
_____________
dt 90636
;
|
Imperial
As referenced in this Memorandum and Articles of Association:
imperial chemical – or any part of the share capital of
any member of the group of which Imperial Chemical Industries PLC
is the holding company (whether directly or through any subsidiary)
and generally to
dt 1564
|
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Subscribers | 2002 |
Memorandum and Articles of Association
Memorandum and Articles of Association (182K)
Doc #149116: Click preview link for longer preview.
MEMORANDUM
AND
ARTICLES
OF
ASSOCIATION
Reprinted to include all amendments to
18TH JANUARY 2002
{PAGE}
CONTENTS
PAGE
----
CERTIFICATE OF INCORPORATION
MEMORANDUM OF ASSOCIATION i
RESOLUTIONS
ARTICLES OF ASSOCIATION
INTERPRETATION 1
1. Exclusion of Table A 1
2. Compliance with legislation, shareholder resolutions and
existing share rights 1
3. Definitions 1
4. Form of resolution 2
SHARE CAPITAL 3
5. Authorised share capital 3
6. Rights attached to shares 3
7. Redeemable shares 3
8. Purchase of BOC's shares 3
9. Variation of rights 3
10. New shares of equal priority 3
11. Unissued shares 4
12. Payment of commission 4
13. Trusts not recognised 4
14. Suspension of rights on non-disclosure of interest 4
15. CREST shares 5
16. Right to share certificates 6
17. Replacement of share certificates 7
18. Form of share certificates 7
BOC'S RIGHTS OVER PARTLY PAID SHARES 8
19. BOC's rights over partly paid shares 8
20. Enforcing the right by sale 8
21. Application of proceeds of sale 8
{PAGE}
CALLS ON SHARES 9
22. Calls on shares 9
23. Payment of calls 9
24. Liability of joint holders 9
25. Interest on late payment of calls 9
26. Sums due on allotment treated as calls 9
27. Power to differentiate between shareholders 9
28. Payment of calls in advance 10
FORFEITURE OF SHARES 10
29. Notice if call or instalment not paid 10
30. Form of notice 10
31. Non-compliance with notice 10
32. Notice after forfeiture 10
33. Sale of forfeited shares 11
34. Arrears to be paid despite forfeiture 11
35. Statutory declaration as to forfeiture or enforcement of lien 11
TRANSFER OF SHARES 12
36. Transfer 12
37. Execution of transfer forms 12
38. Rights to refuse registration of partly paid shares 12
39. Other rights to refuse to register share transfers 12
40. Notice of refusal 13
41. Suspension of registration 13
42. No fee for registration 13
43. Untraced shareholders 13
AUTOMATIC ENTITLEMENT TO SHARES BY LAW 14
44. Automatic entitlement on death 14
45. Entry of automatic entitlement in register 14
46. Election when automatically entitled by law 14
47. Rights when automatically entitled by law 15
{PAGE}
ALTERATION OF SHARE CAPITAL 15
48. Increase, consolidation, sub-division and cancellation 15
49. Fractions 16
50. Reduction of capital 16
GENERAL MEETINGS 16
51. Annual general meetings 16
52. Extraordinary general meetings 16
NOTICE OF GENERAL MEETINGS 16
53. Notice of general meetings 16
54. Class meetings 17
55. Omission or non-receipt of notice 17
56. Postponement or relocation of general meetings 17
PROCEEDINGS AT GENERAL MEETINGS 18
57. Proceeding to business 18
58. Insufficient shareholders 18
59. Security arrangements 19
60. Chairman of general meetings 19
61. Orderly conduct 19
62. Entitlement to attend and speak 19
63. Adjournments 19
64. Notice of adjournment 20
AMENDMENTS 20
65. Amendments to resolutions 20
VOTING 21
66. Votes of shareholders 21
67. Method of voting 21
68. Procedure and timing for a poll 21
69. Continuance of other business after poll demand 21
70. Voting on a poll 22
71. Casting vote of chairman 22
72. Votes of joint holders 22
{PAGE}
73. Voting on behalf of an incapable shareholder 22
74. No right to vote when sums overdue on shares 22
75. Objections or errors in voting 22
PROXIES 23
76. Execution of proxies 23
77. Delivery of proxies 23
78. Authority of proxy 24
79. Identity of proxy 24
80. Cancellation of proxy's authority 24
81. Corporate representatives 24
APPOINTMENT, RETIREMENT AND REMOVAL OF DIRECTORS 24
82. Number of directors 24
83. Age of directors 25
84. Shareholding qualification 25
85. Appointment of directors by shareholders 25
86. Appointment of directors by the board 25
87. Number to retire 25
88. Identity of directors to retire 25
89. Removal of directors by shareholders 26
90. Persons eligible as directors 26
91. Time of retirement 26
92. Vacation of office by directors 26
93. Alternate directors 27
94. Executive directors 28
95. The title "director" 28
FEES, REMUNERATION, EXPENSES AND PENSIONS 29
96. Directors' fees 29
97. Additional remuneration 29
98. Expenses 29
99. Pension and benefits for directors 29
DIRECTORS' INTERESTS 29
100. Directors' interests and voting 29
POWERS AND DUTIES OF THE BOARD 32
{PAGE}
101. General powers of BOC rest with the directors 32
102. Delegation to committees and others 33
103. Borrowing powers 33
104. Registers 37
105. Provision for employees 37
PROCEEDINGS OF THE BOARD 37
106. Board meetings 37
107. Notice of board meetings 37
108. Proceeding to business 37
109. Directors below minimum through vacancies 38
110. Appointment of chairman 38
111. Voting 38
112. Participation in meetings by telephone 38
113. Resolution in writing 38
114. Validity of acts of board or committee 39
SECRETARY 39
115. Appointment and removal of company secretary 39
SEALS 39
116. Company seals 39
117. Authentication of documents 40
DIVIDENDS AND OTHER PAYMENTS 40
118. Declaration of dividends by shareholders 40
119. Payment of interim and fixed dividends by the directors 40
120. Calculation and currency of dividends 40
121. Amounts due on shares may be deducted from dividends 40
122. Purchase of assets effective from past date 41
123. No interest on dividends 41
124. Waiver of dividends 41
125. Payment procedure 41
126. Uncashed dividends 42
127. Dividends unclaimed for 12 years 42
128. Dividends not in cash 42
129. Scrip dividends 42
{PAGE}
CAPITALISATION OF RESERVES 44
130. Power to capitalise reserves and funds 44
RECORD DATES 44
131. Power to choose any record date 44
ACCOUNTING RECORDS AND SUMMARY FINANCIAL STATEMENTS 44
132. Records to be kept 44
133. Inspection of records 44
134. Summary financial statements 45
DELIVERY OF NOTICES AND OTHER DOCUMENTS TO SHAREHOLDERS 45
135. Delivery of documents 45
136. Record date for delivery 46
137. Shareholders resident abroad 46
138. Delivery to people automatically entitled by law 46
139. When notice is treated as delivered 47
140. Time periods 47
141. Notice when post not available 47
DESTRUCTION OF DOCUMENTS 48
142. Presumptions where documents destroyed 48
WINDING UP 49
143. Directors' petition 49
144. Distribution of assets other than cash on liquidation 49
INDEMNITY 49
145. Indemnity of officers 49
GLOSSARY 50
{PAGE}
No. 22096
CERTIFICATE
of
INCORPORATION
ON
CHANGE OF NAME
I HEREBY CERTIFY that BOC INTERNATIONAL plc
having by special resolution and with the approval of the
Secretary of State changed its name, is now incorporated
under the name of THE BOC GROUP plc.
GIVEN under my hand at Cardiff the 1st March 1982.
E.A. WILSON,
Assistant Registrar of Companies
{PAGE}
[THE BOC GROUP PLC LOGO]
The Companies Acts 1985 to 1989
COMPANY LIMITED BY SHARES
MEMORANDUM
OF
ASSOCIATION
(as amended on 25th February, 1981
and 27th February, 1998)
1. The name of the Company is "THE BOC GROUP PLC". See Note (i)
2. The Company is to be a public company.
3. The registered office of the Company will be situated in England and Wales.
4. The objects for which the Company is established are:-
(A) To carry on business as manufacturers, producers, converters,
processors, refiners, distillers, users, merchants, distributors,
purchasers or dealers of or in any natural or man-made substance, or
of or in any products derived or made therefrom.
(B) To carry on business as builders, miners, engineers, chemists,
concessionaires, planters, storers, carriers by land, sea or air,
importers, exporters, wholesalers, retailers, factors, principals,
agents, consultants, advisers, contractors, managers, or otherwise in
connection with any business which the Company is authorised to carry
on (whether or not such business is then being carried on by the
Company) and to assist in any manner or perform any kind of service
including (but not limited to) the provision of technical assistance,
insurance and finance for any person or body of persons.
149116
|
BOC Group
As referenced in this Memorandum and Articles of Association:
boc group – 1
{SEQUENCE}3
{FILENAME}u45426exv1w1.txt
{DESCRIPTION}MEMORANDUM & ARTICLES
{TEXT}
{PAGE}
Exhibit 1.1
[THE BOC GROUP PLC LOGO]
No. 22096
The Companies Acts 1985 to 1989
COMPANY LIMITED BY SHARES
Incorporated
boc group – the
Secretary of State changed its name, is now incorporated
under the name of THE BOC GROUP plc.
GIVEN under my hand at Cardiff the 1st March 1982.
E.A. WILSON,
Assistant
boc group – at Cardiff the 1st March 1982.
E.A. WILSON,
Assistant Registrar of Companies
{PAGE}
[THE BOC GROUP PLC LOGO]
The Companies Acts 1985 to 1989
COMPANY LIMITED BY SHARES
MEMORANDUM
OF
ASSOCIATION
(
boc group – 25th February, 1981
and 27th February, 1998)
1. The name of the Company is "THE BOC GROUP PLC". See Note (i)
2. The Company is to be a public company.
3. The
boc group – on 25th February 1981.
(c) The name of the Company was further changed to "THE BOC GROUP plc" on
1st March 1982 pursuant to a Special Resolution passed on 17th
February 1982.
(
dt 1440
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Subscribers | 2003 |
Limited Liability Company Agreement [Amended and Restated]
Limited Liability Company Agreement [Amended and Restated] (218K)
Doc #176550: Click preview link for longer preview.
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Solae Holdings LLC, a Delaware limited liability company, is entered into as of the Effective Time, by and among E.I. du Pont de Nemours and Company, a Delaware corporation, Central Soya Company, Inc., an Indiana corporation and Solae Holdings LLC. Each of DuPont and Central Soya is identified as a Member on Exhibit A attached hereto and made a part hereof and has caused a counterpart of this Agreement to be executed as a Member pursuant to the provisions of the Act.
WHEREAS, DuPont PTI was converted into the Company upon the execution and filing in the Office of the Secretary of State of the State of Delaware of the Certificate of Conversion on March 28, 2003;
WHEREAS, DuPont, acting as the sole member of the Company, executed and filed in the Office of the Secretary of State for the State of Delaware the Certificate on March 28, 2003;
WHEREAS, DuPont, acting as the sole member of the Company, entered into an Agreement of Limited Liability Company for the Company on March 28, 2003 (the Original Agreement);
WHEREAS, DuPont desires to amend and restate the Original Agreement in its entirety as provided in this Agreement to, inter alia, admit Central Soya as a Member of the Company; and
WHEREAS, Central Soya desires to become a Member of the Company and contribute the Contributed Property to the Company in exchange for its initial Membership Interest in the Company pursuant to the Central Soya Contribution Agreement.
NOW THEREFORE, DuPont and Central Soya as the Members of the Company hereby declare this Agreement to be the Amended and Restated Limited Liability Company Agreement of the Company and agree as follows:
Section 1: The Company
1.1 Definitions.
Capitalized words and phrases used in this Agreement shall have the following meanings:
Accepting Offerees shall have the meaning set forth in Section 11.4(c) hereof.
Accounting Policies shall have the meaning set forth in Section 6.1(j)(iv) hereof.
1
Act means the Delaware Limited Liability Company Act, 6 Del C. 18-101, et seq., as amended from time to time (or any corresponding provisions of succeeding law).
Additional Capital Contributions means, with respect to each Member, the additional Capital Contributions made to the Company by such Member pursuant to Section 2.3 hereof, which shall be made in cash only, unless otherwise agreed to by the Members. In the event Membership Interests are transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Additional Capital Contributions of the transferor to the extent they relate to the transferred Membership Interests.
Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Members Capital Account as of the end of the relevant Allocation Year, after giving effect to the following adjustments:
(i) Credit to such Capital Account any amounts which such Member is deemed to be obligated to restore pursuant to the penultimate sentences in Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and
(ii) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.
The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.
Advisor shall have the meaning set forth in Section 6.1(c) hereof.
Affected Member shall have the meaning set forth in Section 3.3(v) hereof.
Affiliate means, with respect to any Person (i) any Person directly or indirectly controlling, controlled by or under common control with such Person (ii) any officer, director, general partner, member or trustee of such Person or (iii) any Person who is an officer, director, general partner, member or trustee of any Person described in clauses (i) or (ii) of this sentence; provided, however, that for purposes of this Agreement and the Related Agreements (including, but not limited to, the Covenant Not to Compete), none of Central Soya, Bunge Limited or their transferees shall be deemed to be an Affiliate of DuPont; and provided, further, that in the case of clause (i) with respect to the use of the term Affiliate in Section 11 hereof as it relates to DuPont or Central Soya, DuPont or Bunge Limited (as the case may be) retains, directly or indirectly, economic exposure to no less than seventy percent (70%) of the equity of such Person. For purposes of this definition, the terms control, controlling, controlled by or under common control with shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
Agreement means this Amended and Restated Limited Liability Company Agreement of Solae Holdings LLC including all Exhibits and Schedules attached hereto, as
176550
|
ADM
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Archer Daniels Midland – Inc.
50 Main Street 6th Floor
White Plains, NY 10606
73
EXHIBIT C
Wilmington Forms Statement Package
74
EXHIBIT D
Prohibited Transferees
1. Archer Daniels Midland Company
2. Cargill, Incorporated
3. Monsanto Company
75
_____________
dt 147645
;
Du Pont
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
E.I. du Pont de Nemours – Delaware limited liability company, is entered into as of the Effective Time, by and among E.I. du Pont de Nemours and Company, a Delaware corporation, Central Soya Company, Inc., an Indiana corporation and Solae
E.I. du Pont de Nemours – Event shall have the meaning set forth in Section 12.1(a) hereof.
DuPont means E.I. du Pont de Nemours and Company, a Delaware corporation, and its successors and permitted assigns.
DuPont Adjustment Amount
du Pont – Members is as follows:
Names and Addresses
Initial Capital
Contribution
Initial Percentage
Interest
E. I. du Pont de Nemours
and Company
1007 Market Street
Wilmington, DE 19898
United States of America
The
E.I. du Pont de Nemours – Amended and Restated Limited Liability Company Agreement as of the day first set forth above.
E.I. du Pont de Nemours and Company
By:
/s/ E.I. DU PONT DE NEMOURS AND COMPANY
Name:
Title:
E.I. DU PONT DE NEMOURS – day first set forth above.
E.I. du Pont de Nemours and Company
By:
/s/ E.I. DU PONT DE NEMOURS AND COMPANY
Name:
Title:
Central Soya Company, Inc.
By:
/s/ CENTRAL SOYA COMPANY, INC.
dt 22268
;
General Mills
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
General Mills, Inc – Indemnity Agreement.
Effective Time means 12:01 A.M. EST on April 1, 2003.
8th Continent Joint Venture means 8th Continent, L.L.C., the joint venture between PTI and General Mills, Inc . for the production and sale of soy milk.
Election Notice shall have the meaning set forth in Section 11.4(f) hereof.
9
Entities means the term Entities as
_____________
dt 1521818
;
|
Monsanto
As referenced in this Limited Liability Company Agreement [Amended and Restated]:
Monsanto – Package
74
EXHIBIT D
Prohibited Transferees
1. Archer Daniels Midland Company
2. Cargill, Incorporated
3. Monsanto Company
75
dt 21850
;
Solae Holdings LLC;
More... |
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Subscribers | 2001 |
Bylaws
Bylaws (58K)
Doc #211683: Click preview link for longer preview.
BYLAWS
OF
SYNTHETECH, INC.
SECTION 1. OFFICES
The principal office of the Corporation shall be located at the principal place of business or such other place as the Board of Directors (the "Board") may designate. The Corporation may have such other offices, either within or without the State of Oregon, as the Board may designate or as the business of the Corporation may require from time to time.
SECTION 2. SHAREHOLDERS
2.1 Annual Meeting; Procedures
2.1.1 Annual Meeting
The annual meeting of the shareholders shall be held the 15th day of July in each year, or on such other day as shall be fixed by resolution of the Board, at the principal office of the Corporation or such other place as fixed by the Board, for the purpose of electing Directors and transacting such other business as may properly come before the meeting. If the day fixed for the annual meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. At any time prior to the commencement of the annual meeting, the Board may postpone the annual meeting for a period of up to 120 days from the date fixed for such meeting in accordance with this Section.
2.1.2 Procedures
Only such business shall be conducted at an annual meeting of shareholders as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the meeting by or at the direction of the Board, or (c) otherwise properly brought before the meeting by a shareholder. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal office of the corporation not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) calendar days from such anniversary date, notice by the shareholder to be timely must be so received not later than the close of business on the tenth (10th) calendar day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. A shareholder's notice to the Secretary shall set forth (a) as to each matter the shareholder proposes to bring before the annual meeting, a brief description of the business proposed to be brought before the annual meeting, the language of the proposal, if appropriate, and the reasons for conducting such business at the annual meeting, (b) the name and address, as they appear on the corporation's books, of the shareholder proposing such business, (c) a representation that the shareholder is entitled to vote at such meeting and a statement of the class and number of shares of the corporation which are beneficially owned by the shareholder, (d) any material interest of the shareholder in such business, and (e) a representation that the shareholder intends to appear in person or by proxy at the meeting to present the business specified in the notice. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this Section 2.1.2. The Board or the Chair of the meeting shall, if the facts warrant, determine (i) that a proposal does not constitute proper business to be transacted at the meeting, or (ii) that business was not properly brought before the meeting in accordance with the provisions of this Section 2.1.2, and, if it is so determined, in either case, any such business shall not be transacted. The procedures set forth in this Section 2.1 for business to be properly brought before an annual meeting by a shareholder are in addition to, and not in lieu of, the requirements set forth in Rule 14a-8 under Section 14 of the Securities Exchange Act of 1934, as amended, or any successor provision.
2.2 Special Meetings
The Board, the President or the Chair of the Board may call special meetings of the shareholders for any purpose. At any special meeting of the shareholders, only such business as is specified in the notice of such special meeting given by or at the direction of the Board, the President or the Chair of the Board, in accordance with Section 2.4 hereof, shall come before such meeting. The holders of not less than one-tenth of all the outstanding shares of the Corporation entitled to vote on any issue proposed to be considered at the proposed special meeting, if they date, sign and deliver to the Corporation's Secretary a written demand for a special meeting setting forth (a) as to each matter the shareholder proposes to bring before the meeting, a brief description of the business proposed to be brought before the meeting, the language of the proposal, if appropriate, and the reasons for conducting such business at the meeting, (b) the name and address, as they appear on the corporation's books, of the shareholder proposing such business, (c) a representation that the shareholder is entitled to vote at such meeting and a statement of the class and number of shares of the corporation which are beneficially owned by the shareholder, (d) any material interest of the shareholder in such business, and (e) a representation that the shareholder intends to appear in person or by proxy at the meeting to present the business specified in the notice.
2.3 Place of Meeting; Conduct of Meeting
2.3.1 Place of Meeting
All meetings shall be held at the principal office of the Corporation or at such other place as designated by the Board.
2.3.2 Conduct of Meeting
The Chair of the meeting shall have the authority to adopt such rules for the conduct of any annual or special meeting of shareholders as he or she may deem necessary or appropriate to facilitate orderly meetings.
211683
|
Synthetech
As referenced in this Bylaws:
synthetech, – windows-1252" HTTP="Content-Type">
Exhibit 3(ii)
of Form 10-Q
BYLAWS
OF
SYNTHETECH, INC.
AMENDMENTS
Section
Effect ofAmendment &
synthetech, – Certain Definitions
SECTION 11. AMENDMENTS
SECTION 12. CONTROL SHARE ACQUISITION STATUTE
BYLAWS
OF
SYNTHETECH, INC.
SECTION 1. OFFICES
The principal office of the Corporation shall be located at
synthetech, – not include amounts paid in settlement, judgments or fines.
10.11.3 "Corporation" shall mean Synthetech, Inc., and any successor corporation thereof.
10.11.4 Reference to a "director," "officer," "
dt 12025
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Subscribers | 2000 |
Bylaws [1990]
Bylaws [1990] (64K)
Doc #211718: Click preview link for longer preview.
BYLAWS
OF
SYNTHETECH, INC.
Originally adopted on: November 8, 1990
{PAGE}
CONTENTS
SECTION 1. OFFICES 1
SECTION 2. SHAREHOLDERS 1
2.1 Annual Meeting; Procedures 1
2.1.1 Annual Meeting 1
2.1.2 Procedures 1
2.2 Special Meetings 2
2.3 Place of Meeting; Conduct of Meeting 3
2.3.1 Place of Meeting 3
2.3.2 Conduct of Meeting 3
2.4 Notice of Meeting 3
2.5 Waiver of Notice 3
2.6 Fixing of Record Date for Determining
Shareholders 4
2.7 Shareholders' List 4
2.8 Quorum 5
2.9 Manner of Acting 5
2.10 Proxies 5
2.11 Voting of Shares 6
2.12 Voting for Directors 6
2.13 Action by Shareholders Without a Meeting 6
2.14 Voting of Shares by Corporations 6
2.14.1 Shares Held by Another
Corporation 6
2.14.2 Shares Held by the Corporation 7
{PAGE}
2.15 Acceptance or Rejection of Shareholder
Votes, Consents, Waivers and Proxy
Appointments 7
2.15.1 Documents Bearing Name of
Shareholders 7
2.15.2 Documents Bearing Name of Third
Parties 7
2.15.3 Rejection of Documents 8
SECTION 3. BOARD OF DIRECTORS 8
3.1 General Powers 8
3.2 Number, Tenure and Qualifications 8
3.3 Annual and Regular Meetings 9
3.4 Special Meetings 9
3.5 Meetings by Telecommunications 9
3.6 Notice of Special Meetings 9
3.6.1 Personal Delivery 9
3.6.2 Delivery by Mail 9
3.6.3 Delivery by Telegraph 10
3.6.4 Oral Notice 10
3.6.5 Notice by Facsimile Transmission 10
3.6.6 Notice by Private Courier 10
3.7 Waiver of Notice 10
3.7.1 Written Waiver 10
3.7.2 Waiver by Attendance 10
3.8 Quorum 11
3.9 Manner of Acting 11
3.10 Presumption of Assent 11
{PAGE}
3.11 Action by Board or Committees Without a
Meeting 11
3.12 Resignation 11
3.13 Removal 12
3.14 Vacancies 12
3.15 Minutes 12
3.16 Executive and Other Committees 13
3.16.1 Creation of Committees 13
3.16.2 Authority of Committees 13
3.16.3 Quorum and Manner of Acting 13
3.16.4 Minutes of Meetings 13
3.16.5 Resignation 13
3.16.6 Removal 14
3.17 Compensation 14
SECTION 4. OFFICERS 14
4.1 Number 14
4.2 Appointment and Term of Office 14
4.3 Resignation 15
4.4 Removal 15
4.5 Vacancies 15
4.6 Chair of the Board 15
4.7 President 15
4.8 Vice President 16
4.9 Secretary 16
{PAGE}
4.10 Treasurer 16
4.11 Salaries 17
SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS 17
5.1 Contracts 17
5.2 Loans to the Corporation 17
5.3 Loans to Directors 17
5.4 Checks, Drafts, Etc. 17
5.5 Deposits 17
SECTION 6. CERTIFICATES FOR SHARES AND THEIR
TRANSFER 18
6.1 Issuance of Shares 18
6.2 Escrow for Shares 18
6.3 Certificates for Shares 18
6.4 Stock Records 18
6.5 Restriction on Transfer 19
6.5.1 Securities Laws 19
6.5.2 Other Restrictions 19
6.6 Transfer of Shares 19
6.7 Lost or Destroyed Certificates 19
6.8 Transfer Agent and Registrar 19
6.9 Officer Ceasing to Act 19
6.10 Fractional Shares 20
{PAGE}
SECTION 7. BOOKS AND RECORDS 20
SECTION 8. FISCAL YEAR 20
SECTION 9. SEAL 20
SECTION 10. INDEMNIFICATION 20
10.1 Directors and Officers 20
10.2 Officers, Employees and Other Agents 20
10.3 No Presumption of Bad Faith 20
10.4 Advances of Expenses 21
10.5 Enforcement 21
10.6 Nonexclusivity of Rights 22
10.7 Survival of Rights 22
10.8 Insurance 22
10.9 Amendments to Law 22
10.10 Savings Clause 22
10.11 Certain Definitions 23
SECTION 11. AMENDMENTS 24
SECTION 12. CONTROL SHARE ACQUISITION STATUTE 24
{PAGE}
BYLAWS
OF
SYNTHETECH, INC.
SECTION 1. OFFICES
The principal office of the Corporation shall be located at
the principal place of business or such other place as the
Board of Directors (the "Board") may designate. The
Corporation may have such other offices, either within or
without the State of Oregon, as the Board may designate or as
the business of the Corporation may require from time to time.
SECTION 2. SHAREHOLDERS
2.1 Annual Meeting; Procedures
2.1.1 Annual Meeting
The annual meeting of the shareholders shall be held the 15th
day of July in each year, or on such other day as shall be
fixed by resolution of the Board, at the principal office of
the Corporation or such other place as fixed by the Board, for
the purpose of electing Directors and transacting such other
business as may properly come before the meeting. If the day
fixed for the annual meeting is a legal holiday at the place
of the meeting, the meeting shall be held on the next
succeeding business day. At any time prior to the commencement
of the annual meeting, the Board may postpone the annual
meeting for a period of up to 120 days from the date fixed for
such meeting in accordance with this Section.
2.1.2 Procedures
Only such business shall be conducted at an annual meeting of
shareholders as shall have been properly brought before the
meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the
Board, (b) otherwise properly brought before the meeting by or
at the direction of the Board, or (c) otherwise properly
brought before the meeting by a shareholder. For business to
be properly brought before an annual meeting by a shareholder,
the shareholder must have given timely notice thereof in
writing to the Secretary. To be timely, a shareholder's
notice must be delivered to or mailed and received at the
principal office of the corporation not less than 60 days nor
more than 90 days prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is changed by
more than thirty (30) calendar days from such anniversary
{PAGE}
date, notice by the shareholder to be timely must be so
received not later than the close of business on the tenth
(10th) calendar day following the earlier of the day on which
notice of the date of the meeting was mailed or public
disclosure was made. A shareholder's notice to the Secretary
shall set forth (a) as to each matter the shareholder proposes
to bring before the annual meeting, a brief description of the
business proposed to be brought before the annual meeting, the
language of the proposal, if appropriate, and the reasons for
conducting such business at the annual meeting, (b) the name
and address, as they appear on the corporation's books, of the
shareholder proposing such business, (c) a representation that
the shareholder is entitled to vote at such meeting and a
statement of the class and number of shares of the corporation
which are beneficially owned by the shareholder, (d) any
material interest of the shareholder in such business, and
(e) a representation that the shareholder intends to appear in
person or by proxy at the meeting to present the business
specified in the notice. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set
forth in this Section 2.1.2. The Board or the Chair of the
meeting shall, if the facts warrant, determine (i) that a
proposal does not constitute proper business to be transacted
at the meeting, or (ii) that business was not properly brought
before the meeting in accordance with the provisions of this
Section 2.1.2, and, if it is so determined, in either case,
any such business shall not be transacted. The procedures set
forth in this Section 2.1 for business to be properly brought
before an annual meeting by a shareholder are in addition to,
and not in lieu of, the requirements set forth in Rule 14a-8
under Section 14 of the Securities Exchange Act of 1934, as
amended, or any successor provision.
211718
|
Synthetech
As referenced in this Bylaws [1990]:
synthetech, – DOCUMENT}
{TYPE}EX-3
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}BYLAWS
{TEXT}
{PAGE}
BYLAWS
OF
SYNTHETECH, INC.
Originally adopted on: November 8, 1990
{PAGE}
CONTENTS
SECTION 1. OFFICES 1
SECTION
synthetech, – 23
SECTION 11. AMENDMENTS 24
SECTION 12. CONTROL SHARE ACQUISITION STATUTE 24
{PAGE}
BYLAWS
OF
SYNTHETECH, INC.
SECTION 1. OFFICES
The principal office of the Corporation shall be located at
synthetech, – not include amounts paid in settlement, judgments or
fines.
10.11.3 "Corporation" shall mean Synthetech, Inc., and
any successor corporation thereof.
10.11.4 Reference to a "director," "officer," "
dt 12055
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Subscribers | 2001 | |