Attached files
file | filename |
---|---|
8-K - CURRENT REPORT - TREDEGAR CORP | form8-k.htm |
Exhibit
3.2
TREDEGAR
CORPORATION
AMENDED
AND RESTATED BYLAWS
In
Effect as of December 10, 2009
TREDEGAR
CORPORATION
AMENDED AND RESTATED
BYLAWS
ARTICLE I
Meeting of
Shareholders
Section
1. Places of
Meetings. All meetings of the shareholders shall be held at
such place, either within or without the Commonwealth of Virginia, as may, from
time to time, be fixed by the Board of Directors.
Section
2. Annual
Meetings. The annual meeting of the shareholders, for the
election of directors and transaction of such other business as may come before
the meeting, shall be held in each year on the fourth Thursday in April, at 9:30
a.m., Richmond, Virginia time, or on such other date and at such other time as
the Board of Directors of the Corporation may designate from time to
time.
Section
3. Special
Meetings. Special meetings of shareholders for any purpose or
purposes may be called at any time by the Chairman of the Board or the President
and Chief Executive Officer of the Corporation, or by a majority of the Board of
Directors and may not be called by any other person. At a special
meeting no business shall be transacted and no corporate action shall be taken
other than that stated in the notice of the meeting.
Section
4. Notice of
Meetings. Except as otherwise required by law, written or
printed notice stating the place, day and hour of every meeting of the
shareholders and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given not less than ten nor more than
sixty days before the date of the meeting to each shareholder of record entitled
to vote at such meeting in any of the ways set forth in the following Section 5
of this Article I.
Section
5. Methods of Notice;
Electronic Transmission. Notice of meetings of the
shareholders may be given by the delivery thereof to such shareholder personally
or by the mailing thereof to such shareholder, in either such case at his or her
address as it appears on the stock transfer books of the Corporation, or in any
such other manner as may be permitted by the Virginia Stock Corporation Act, as
in effect at the time (the “VSCA”) in compliance with the provisions thereof,
including by “electronic transmission” (as defined in the
VSCA). Notice given pursuant to this Section 5 shall be deemed given
at the time specified in the VSCA for the particular form of notice
used.
Section
6. Quorum;
Adjournments. A majority of the votes entitled to be cast by a
voting group on a matter shall constitute a quorum of the voting group for
action on that matter at any meeting of the shareholders, except as otherwise
provided by the VSCA, the Articles of Incorporation as in effect at the time
(the “Articles”) or these Bylaws. The Chairman of the Board or any
officer of the Corporation acting as chairman of the meeting shall have power to
adjourn or postpone any meeting of the shareholders from time to time (i)
because of the absence of a quorum at any meeting or any adjournment thereof, or
(ii) for any other reason, in any such case without notice other than
announcement at the meeting before adjournment or
Section
7. Voting. At
any meeting of the shareholders, each shareholder of a class entitled to vote on
one or more of the matters coming before the meeting shall have one vote, in
person or by proxy, for each share of stock of such class standing in his or her
name on the books of the Corporation on any date fixed by the Board of Directors
not more than seventy (70) days prior to the meeting. Except as
otherwise expressly provided by the VSCA, the Articles or these Bylaws, any
proposed action, other than the election of directors, by a voting group is
approved if a quorum of the voting group exists and the votes cast within the
voting group favoring the action exceed the votes cast opposing the
action. Appointment of a proxy may be accomplished by the shareholder
or such shareholder’s duly authorized attorney-in-fact or authorized officer,
director, employee or agent signing an appointment form authorizing another
person or persons to act for the shareholder as proxy or causing such
shareholder’s signature to be affixed to such appointment form by any reasonable
means, including, but not limited to, by facsimile signature. Any
such appointment form shall bear a date not more than eleven (11) months prior
to such meeting, unless such appointment form provides for a longer
period. All appointment forms shall be effective when received by the
Secretary or other officer or agent of the Corporation authorized to tabulate
votes.
Section
8. Electronic
Authorization. The President and Chief Executive Officer or
the Secretary may approve procedures to enable a shareholder or a shareholder’s
duly authorized attorney-in-fact to authorize another person or persons to act
for him or her as proxy by transmitting or authorizing the transmission of a
telegram, cablegram, internet transmission, telephone transmission or other
means of electronic transmission to the person who will be the holder of the
proxy or to a proxy solicitation firm, proxy support service organization or
like agent duly authorized by the person who will be the holder of the proxy to
receive such transmission, provided that any such transmission must either set
forth or be submitted with information from which the inspectors of election can
determine that the transmission was authorized by the shareholder or the
shareholder’s duly authorized attorney-in-fact. If it is determined
that such transmissions are valid, the inspectors shall specify the information
upon which they relied. Any copy, facsimile telecommunication or
other reliable reproduction of the writing or transmission created pursuant to
this Section 8 may be substituted or used in lieu of the original writing or
transmission for any and all purposes for which the original writing or
transmission could be used, provided that such copy, facsimile telecommunication
or other reproduction shall be a complete reproduction of the entire original
writing or transmission.
Section
9. Voting
List. The officer or agent having charge of the stock transfer
books for shares of the Corporation shall make, at least ten (10) days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting or any adjournment thereof, with the address of and the
number of shares held by each. Such list, for a period of ten (10)
days prior to such meeting, shall be kept on file at the registered office of
the Corporation or at its principal place of business or at the office of its
transfer agent or registrar and shall be subject to inspection by any
shareholder at any time during usual business hours.
- 2 -
Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original stock transfer books shall be prima facie
evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders. If the
requirements of this Section 9 have not been substantially complied with, the
meeting shall, on the demand of any shareholder in person or by proxy, be
adjourned until the requirements are complied with.
Section
10. Shareholder
Proposals. At any annual or special meeting of the
shareholders, only such business may be conducted as has been properly brought
before the meeting. To be properly brought before a meeting of
shareholders, business must be (i) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors, (ii)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (iii) in the case of an annual meeting of
shareholders, properly brought before the meeting by a
shareholder. In addition to any other applicable requirements, 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 of
the Corporation. To be timely, a shareholder’s notice must be given,
either by personal delivery or by United States mail, postage prepaid, to, and
received by, the Secretary of the Corporation not later than one hundred twenty
(120) days before the anniversary of the date of the Corporation’s annual
meeting in the immediately preceding year. In no event shall the
public announcement of an adjournment or postponement of an annual meeting or
the fact that an annual meeting is held before or after the anniversary of the
preceding annual meeting commence a new time period for the giving of a
shareholder’s notice as described above. A shareholder’s notice to
the Secretary shall set forth as to each matter the shareholder proposes to
bring before the annual meeting (i) a brief description of the business desired
to be brought before the annual meeting (including the specific proposal to be
presented) and the reasons for conducting such business at the annual meeting,
(ii) the name and record address of the shareholder proposing such business,
(iii) the class and number of shares of the Corporation that are beneficially
owned by the shareholder, (iv) a representation that the shareholder is a holder
of record of shares of capital stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at such meeting to propose
such business, (v) any material interest of the shareholder and any other person
on whose behalf such proposal is made, in such business; (vi) a description
(including the names of any counterparties) of any agreement, arrangement or
understanding (including any derivative or short positions, profit interests,
options, hedging transactions, and borrowed or loaned shares) that has been
entered into as of the date of the shareholder’s notice by, or on behalf of, the
shareholder or any other person on whose behalf the proposal is made, the effect
or intent of which is to mitigate loss, manage risk or benefit resulting from
share price changes of, or increase or decrease the voting power of the
shareholder or any other person on whose behalf the proposal is made with
respect to, shares of stock of the Corporation, (vii) a description (including
the names of any counterparties) of any agreement, arrangement or understanding
with respect to such business between or among the shareholder or any other
person on whose behalf the proposal is made and any of its affiliates or
associates, and any others acting in concert with any of the foregoing, and
(viii) an agreement that the shareholder will notify the Corporation in writing
of any changes to the information provided pursuant to clauses (iii), (vi) and
(vii) above that are in effect as of the record date for the relevant meeting
promptly following the later of the record date or the date
- 3 -
notice of
the record date is first publicly announced.
In the
event that a shareholder attempts to bring business before an annual meeting
without complying with the provisions of this Section 10 or fails to comply with
the agreement referenced in clause (viii) of the immediately preceding sentence,
such business shall not be transacted at such meeting. The Chairman
of the Board of Directors or other officer of the Corporation acting as chairman
of the meeting shall have the power and duty (i) to determine whether any
proposal to bring business before the meeting was made in accordance with the
procedures set forth in this Article I, Section 9 and (ii) if any business is so
determined not to be proposed in compliance with this Article I, Section 9, to
declare that such defective proposal shall be disregarded and that such proposed
business shall not be transacted at such meeting. For purposes of
these Bylaws, “public announcement” or “publicly announced” shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or comparable national news service or in a document publicly filed by the
Corporation with the Securities and Exchange Commission pursuant to Section 13,
14 or 15(d) of the Securities Exchange Act of 1934, as amended.
Inspectors. One
or more inspectors for any meeting of shareholders shall be appointed by the
chairman of such meeting. Inspectors so appointed will open and close
the polls, will receive and take charge of proxies and ballots, and will decide
all questions as to the qualifications of voters, validity of proxies and
ballots, and the number of votes properly cast.
ARTICLE
II
Directors
Section
1. General
Powers. The property, affairs and business of the Corporation
shall be managed under the direction of the Board of Directors, and except as
otherwise expressly provided by the VSCA, the Articles or these Bylaws, all of
the powers of the Corporation shall be vested in such Board.
Section
2. Number of
Directors. The Board of Directors shall be nine in
number.
Section
3. Election of
Directors.
Directors
shall be elected at the annual meeting of shareholders to succeed those
directors whose terms have expired and to fill any vacancies then
existing.
Directors
shall hold their offices for terms as set forth in the Articles and until their
successors are elected. Any director may be removed from office as
set forth in the Articles.
Any
vacancy occurring in the Board of Directors may be filled by the affirmative
vote of the majority of the remaining directors though less than a quorum of the
Board of Directors.
A
majority of the number of directors fixed by these Bylaws shall constitute a
- 4 -
quorum
for the transaction of business. The act of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
Section
4. Meetings of
Directors. Meetings of the Board of Directors shall be held at
places within or without the Commonwealth of Virginia and at times fixed by
resolution of the Board, or upon call of the Chairman of the Board, and the
Secretary or officer performing the Secretary’s duties shall give not less than
twenty-four (24) hours’ notice by letter, electronic mail, telephone, in person
or in any other manner, including by electronic transmission, as permitted by
the VSCA, of all meetings of the directors, provided that notice need not be
given of regular meetings held at times and places fixed by resolution of the
Board. An annual meeting of the Board of Directors shall be held as
soon as practicable after the adjournment of the annual meeting of
shareholders. Meetings may be held at any time without notice if all
of the directors are present, or if those not present waive notice in writing
either before or after the meeting. Directors may be allowed, by
resolution of the Board, a reasonable fee and expenses for attendance at
meetings.
Section
5. Nominations. Subject
to the rights of holders of any class or series of stock having a preference
over the common stock as to dividends or upon liquidation, nominations for the
election of directors shall be made by the Board of Directors or a committee
appointed by the Board of Directors or by any shareholder entitled to vote in
the election of directors generally. However, any shareholder
entitled to vote in the election of directors generally may nominate one or more
persons for election as directors at a meeting only if written notice of such
shareholder’s intent to make such nomination or nominations has been given,
either by personal delivery or by United States mail, postage prepaid, to, and
received by, the Secretary of the Corporation not later than (i) with respect to
an election to be held at an annual meeting of shareholders, one hundred twenty
(120) days before the anniversary of the date of the Corporation’s annual
meeting in the immediately preceding year, and (ii) with respect to an election
to be held at a special meeting of shareholders for the election of directors,
the close of business on the seventh day following the date on which notice of
such meeting is first given to shareholders. In no event shall the public
announcement of an adjournment or postponement of an annual meeting or the fact
that an annual meeting is held before or after the anniversary of the preceding
annual meeting commence a new time period for the giving of a shareholder’s
notice as described above. Each notice shall set
forth: (i) the name and address of the shareholder who intends to
make the nomination and of the person or persons to be nominated; (ii) the class
and number of shares of the Corporation that are owned by the shareholder and
any other person on whose behalf the nomination is made, (iii) a representation
that the shareholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (iv) a
description of all arrangements or understandings between the shareholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder; (v) a description (including the names of any counterparties) of
any agreement, arrangement or understanding (including any derivative or short
positions, profit interests, options, hedging transactions, and borrowed or
loaned shares) that has been entered into as of the date of the shareholder’s
notice by, or on behalf of, the shareholder and any other person on whose behalf
the nomination is made, the effect or intent of
- 5 -
which is
to mitigate loss, manage risk or benefit resulting from share price changes of,
or increase or decrease the voting power of the shareholder or any other person
on whose behalf the nomination is made with respect to, shares of stock of the
Corporation, (vi) a description (including the names of any counterparties) of
any agreement, arrangement or understanding with respect to such nomination
between or among the shareholder or any other person on whose behalf the
nomination is made and any of its affiliates or associates, and any others
acting in concert with any of the foregoing, (vii) an agreement that the
shareholder will notify the Corporation in writing of any changes to the
information provided pursuant to clauses (ii), (v) and (vi) above that are in
effect as of the record date for the relevant meeting promptly following the
later of the record date or the date notice of the record date is first publicly
announced, and (viii) such other information regarding each nominee proposed by
such shareholder as would be required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required to be disclosed, pursuant to other applicable laws, had the nominee
been nominated, or intended to be nominated, by the Board of Directors; and
shall include a signed consent of each such nominee to being named in the proxy
statement for such meeting as a nominee and to serve as a director of the
Corporation if so elected. The Chairman of the Board or other officer
of the Corporation acting as chairman of the meeting shall have the power and
duty to determine whether such a proposed nomination has been made in compliance
with this Section 5 and, if any proposed nomination is determined not to comply,
or if the shareholder making such nomination fails to comply with the agreement
referenced in clause (vii) of the immediately preceding sentence, the nomination
shall be disregarded, and such nominee shall not be eligible or stand for
election at such meeting.
Section
6. Director
Emeritus. The Board of Directors may from time to time elect
one or more Directors Emeritus. Each Director Emeritus shall be
elected for a term expiring on the date of the regular meeting of the Board of
Directors following the next annual meeting of shareholders. Each
Director Emeritus may attend meetings of the Board of Directors, but shall not
be entitled to vote at such meetings and shall not be considered a “director”
for purposes of these Bylaws or for any other purpose.
ARTICLE
III
Committees
Section
1. Executive
Committee. The Board of Directors shall designate an Executive
Committee, which shall consist of three or more directors. The
members of the Executive Committee shall serve until their successors are
designated by the Board of Directors, until removed or until the Executive
Committee is dissolved by the Board of Directors. All vacancies that
occur in the Executive Committee shall be filled by the Board of
Directors.
When the
Board of Directors is not in session, the Executive Committee shall have all
power vested in the Board of Directors by law, the Articles and these Bylaws,
except as otherwise provided in the VSCA and except that the Executive Committee
shall not have the power to elect the President and Chief Executive Officer of
the Corporation. The Executive Committee shall report at the next
regular or special meeting of the Board of Directors all actions which the
Executive Committee may have taken on behalf of the Board since the last regular
or
- 6 -
special
meeting of the Board of Directors.
Meetings
of the Executive Committee shall be held at such places and at such times fixed
by resolution of the Committee, or upon call of the Chairman of the
Committee. Not less than twelve (12) hours’ notice of all meetings of
the Executive Committee shall be given in any manner permitted by the VSCA,
provided that notice need not be given of regular meetings held at times and
places fixed by resolution of the Committee and that meetings may be held at any
time without notice if all of the members of the Committee are present or if
those not present waive notice in writing either before or after the
meeting. A majority of the members of the Executive Committee then
serving shall constitute a quorum for the transaction of business at any
meeting.
Section
2. Executive Compensation
Committee. The Board of Directors shall designate an Executive
Compensation Committee, which shall consist of at least two directors, each of
whom shall satisfy the independence requirements of the New York Stock Exchange
and the Corporation’s Governance Guidelines, each as then in
effect. The Executive Compensation Committee shall fix its own rules
of procedure and a majority of the members serving shall constitute a
quorum. The responsibilities of the Executive Compensation Committee
shall be set forth in the Executive Compensation Committee’s charter as approved
by the Board of Directors.
Section
3. Audit
Committee. The Board of Directors shall designate an Audit
Committee, which shall consist of three or more directors, each of whom shall
satisfy the independence requirements of the New York Stock Exchange and the
Corporation’s Governance Guidelines, each as then in effect. The
Audit Committee shall fix its own rules of procedure and a majority of the
members serving shall constitute a quorum. The responsibilities of
the Audit Committee shall be set forth in the Audit Committee’s charter as
approved by the Board of Directors.
Section
4. Nominating and Governance
Committee. The Board of Directors shall designate a Nominating
and Governance Committee, which shall consist of three or more directors, each
of whom shall satisfy the independence requirements of the New York Stock
Exchange and the Corporation’s Governance Guidelines, each as then in
effect. The Nominating and Governance Committee shall fix its own
rules of procedure and a majority of the members serving shall constitute a
quorum. The responsibilities of the Nominating and Governance
Committee shall be set forth in the Nominating and Governance Committee’s
charter as approved by the Board of Directors.
Section
5. Other Committees of
Board. The Board of Directors, by resolution duly adopted, may
establish such other committees of the Board having limited authority in the
management of the affairs of the Corporation as it may deem advisable and the
members, terms and authority of such committees shall be as set forth in the
resolutions establishing the same.
Section
6. Duties of the Chairman of
the Board. The Chairman of the Board shall serve as the
Chairman of the Board of Directors. The Chairman of the Board shall
preside at all meetings of shareholders and the Board of
Directors. In addition, he shall perform all duties
- 7 -
incident
to the position of the Chairman of the Board and such other duties as from time
to time may be assigned to him by the Board of Directors.
Section
7. Duties of Vice
Chairmen. The Corporation may elect one or more Vice Chairmen
of the Board. In the absence or incapacity of the Chairman of the
Board, a Vice Chairman shall perform the duties of the Chairman, shall have the
same authority, including, but not limited to, presiding at all meetings of the
Board of Directors and the Corporation’s shareholders, and one or more Vice
Chairmen shall serve as a member of all committees of the Board of which the
Chairman of the Board is a member. In addition, one or more Vice
Chairmen of the Board shall perform all duties as from time to time may be
assigned to him or her by the Board of Directors.
ARTICLE
IV
Officers
Section
1. Election. The
officers of the Corporation shall consist of a President and Chief Executive
Officer, one or more Vice Presidents (any one or more of whom may be designated
as Executive Vice Presidents or Senior Vice Presidents), a Secretary and a
Treasurer. In addition, such other officers as are provided in
Section 3 of this Article may from time to time be elected by the Board of
Directors. All officers shall hold office until the next annual
meeting of the Board of Directors or until their successors are
elected. Any two officers may be combined in the same person as the
Board of Directors may determine.
Section
2. Removal of Officers;
Vacancies. Any officer of the Corporation may be removed
summarily with or without cause, at any time by a resolution passed at any
meeting of the Board of Directors or by a written consent in lieu
thereof. Vacancies may be filled at any meeting of the Board of
Directors or by a written consent in lieu thereof.
Section
3. Other
Officers. Other officers may from time to time be elected by
the Board, including, without limitation, one or more Assistant Secretaries and
Assistant Treasurers.
Section
4. Duties. The
officers of the Corporation shall have such duties as generally pertain to their
offices, respectively, as well as such powers and duties as are hereinafter
provided and as from time to time shall be conferred by the Board of
Directors. The Board of Directors may require any officer to give
such bond for the faithful performance of his duties as the Board may see
fit.
Section
5. Duties of the President and
Chief Executive Officer. The President and Chief Executive
Officer shall be the chief executive officer of the Corporation, shall have
direct supervision over the business of the Corporation and its several
officers, subject to the authority of the Board of Directors, and shall consult
with and report to the Board of Directors directly and through the Chairman of
the Board. The President and Chief Executive Officer may sign and
execute in the name of the Corporation deeds, mortgages, bonds, contracts or
other instruments, except in cases where the signing and the execution thereof
shall be expressly delegated by the Board of Directors or by these Bylaws to
some other officer or agent of the Corporation or shall be required by law
otherwise to be signed or executed. In addition, he shall perform all
duties
- 8 -
incident
to the office of the President and Chief Executive Officer and such other duties
as from time to time may be assigned to him by the Board of Directors or the
Chairman of the Board.
Section
6. Duties of the Vice
Presidents. Each Vice President of the Corporation (including
any Executive Vice President and Senior Vice President) shall have such powers
and duties as from time to time may be assigned to him by the Board of
Directors, the Chairman of the Board or the President and Chief Executive
Officer. Any Vice President of the Corporation (including any
Executive Vice President or Senior Vice President) may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation or shall be required by law otherwise to be
signed or executed.
Section
7. Duties of the
Treasurer. The Treasurer shall have charge and custody of and
be responsible for all funds and securities of the Corporation, and shall cause
all such funds and securities to be deposited in such banks and depositories as
the Board of Directors from time to time may direct. He shall
maintain adequate accounts and records of all assets, liabilities and
transactions of the Corporation in accordance with generally accepted accounting
practices; shall exhibit his accounts and records to any of the directors of the
Corporation at any time upon request at the office of the Corporation; shall
render such statements of his accounts and records and such other statements to
the Board of Directors and officers as often and in such manner as they shall
require; and shall make and file (or supervise the making and filing of) all tax
returns required by law. He shall in general perform all duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned to him by the Board of Directors, the Chairman of the Board or
the President and Chief Executive Officer.
Section
8. Duties of the
Secretary. The Secretary shall act as secretary of all
meetings of the Board of Directors, the Executive Committee and all other
Committees of the Board, and the shareholders of the Corporation, and shall keep
the minutes thereof in the proper book or books to be provided for that
purpose. He shall see that all notices required to be given by the
Corporation are duly given and served; shall have custody of the seal of the
Corporation and shall affix the seal or cause it to be affixed to all
certificates for stock of the Corporation and to all documents the execution of
which on behalf of the Corporation under its corporate seal is duly authorized
in accordance with the provisions of these Bylaws; shall have custody of all
deeds, leases, contracts and other important corporate documents; shall have
charge of the books, records and papers of the Corporation relating to its
organization and management as a Corporation; shall see that the reports,
statements and other documents required by law (except tax returns) are properly
filed; and shall, in general, perform all the duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the Board of Directors, the Chairman of the Board or the President and Chief
Executive Officer.
Section
9. Other Duties of
Officers. Any officer of the Corporation shall have, in
addition to the duties prescribed herein or by law, such other duties as from
time to time shall be prescribed by the Board of Directors, the Chairman of the
Board or the President and Chief Executive Officer.
- 9 -
ARTICLE
V
Capital
Stock
Section
1. Shares;
Certificates. The shares of capital stock of the Corporation
may be certificated or uncertificated. Certificated shares shall be
in forms prescribed by the Board of Directors and executed in any manner
permitted by the VSCA and stating thereon the information required by the
VSCA. Transfer agents and/or registrars for one or more classes of
the stock of the Corporation may be appointed by the Board of Directors and may
be required to countersign certificates representing stock of such class or
classes. In the event that any officer whose signature or facsimile
thereof shall have been used on a stock certificate shall for any reason cease
to be an officer of the Corporation and such certificate shall not then have
been delivered by the Corporation, the Board of Directors may nevertheless adopt
such certificate and it may then be issued and delivered as though such person
had not ceased to be an officer of the Corporation. Within a
reasonable time after the issuance or transfer of uncertificated shares of the
Corporation, the Corporation shall send, or cause to be sent, to the holder a
written statement that shall include the information required by law to be set
forth on certificates for shares of capital stock.
Section
2. Lost, Destroyed and
Mutilated Certificates. Holders of the stock of the
Corporation shall immediately notify the Corporation of any loss, destruction or
mutilation of the certificate therefor, and the Board of Directors may, in its
discretion, cause one or more new certificates or uncertificated shares for the
same number of shares in the aggregate to be issued to such shareholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss
or destruction, and the deposit of a bond in such form and amount and with such
surety as the Board of Directors may require.
Section
3. Transfer of
Stock. Certificated shares of the Corporation shall be
transferable or assignable only on the books of the Corporation by the holders
in person or by his or her attorney on surrender of the certificate for such
shares duly endorsed and, if sought to be transferred by attorney, accompanied
by a written power of attorney to have the same transferred on the books of the
Corporation. Uncertificated shares shall be transferable or
assignable only on the books of the Corporation upon proper instruction from the
holder of such shares (in accordance with procedures adopted from time to time
by the President, any Vice President or the Secretary). The
Corporation will recognize the exclusive right of the person registered on its
books as the owner of shares to receive dividends and to vote as such
owner.
Section
4. Fixing Record
Date. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of the shareholders or any adjournment
thereof, or entitled to receive payment for any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may fix the date on which the Board takes such action or a future date
as the record date for any such determination of shareholders, such record date
in any case to be not more than seventy (70) days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is
- 10 -
mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this Section 4 such determination shall apply to any postponement or adjournment
thereof unless the Board of Directors fixes a new record date, which it shall do
if the meeting is postponed or adjourned to a date more then 120 days after the
date fixed for the original meeting.
ARTICLE
VI
Miscellaneous
Provisions
Section
1. Seal. The
seal of the Corporation shall consist of a flat-face circular die, of which
there may be any number of counterparts, on which there shall be engraved in the
center the words “Tredegar Corporation.”
Section
2. Fiscal
Year. The fiscal year of the Corporation shall end on December
31st of each year, and shall consist of such accounting periods as may be
recommended by the Treasurer and approved by the Executive
Committee.
Section
3. Books and
Records. The Corporation shall keep correct and complete books
and records of account and shall keep minutes of the proceedings of its
shareholders and Board of Directors; and shall keep at its registered office or
principal place of business, or at the office of its transfer agent or registrar
a record of its shareholders, giving the names and addresses of all
shareholders, and the number, class and series of the shares being
held.
Any
person who shall have been a shareholder of record for at least six months
immediately preceding his demand or who shall be the holder of record of at
least five percent (5%) of all the outstanding shares of the Corporation, upon
written demand stating the purpose thereof, shall have the right to examine, in
person, or by agent or attorney at any reasonable time or times, for any proper
purpose, its books and records of account, minutes and records of shareholders
and to make extracts therefrom. Upon the written request of a
shareholder, the Corporation shall mail to such shareholder its most recent
published financial statements showing in reasonable detail its assets and
liabilities and the results of its operations.
The Board
of Directors shall, subject to the provisions of the immediately preceding
paragraph of this Section 3, to the provisions of Section 7 of Article I and to
the VSCA, have the power to determine from time to time whether and to what
extent and under what conditions and limitations the accounts, records and books
of the Corporation, or any of them, shall be open to the inspection of the
shareholders.
Section
4. Checks, Notes and
Drafts. Checks, notes, drafts and other orders for the payment
of money shall be signed by such persons as the Board of Directors from time to
time may authorize. When the Board of Directors so authorizes,
however, the signature of any such person may be a facsimile.
- 11 -
Section
5. Amendment of
Bylaws. These Bylaws may be amended or altered by the Board of
Directors. The shareholders entitled to vote in respect of the
election of directors, however, shall have the power to rescind, alter, amend or
repeal any Bylaws and to enact Bylaws which, if expressly so provided, may not
be amended, altered or repealed by the Board of Directors.
Section
6. Voting of Stock
Held. Unless otherwise provided by resolution of the Board of
Directors or of the Executive Committee, the Chairman of the Board, the
President and Chief Executive Officer, any Executive Vice President or any
Senior Vice President shall have authority from time to time (i) to appoint an
attorney or attorneys or agent or agents of the Corporation, in the name and on
behalf of the Corporation, to cast any vote which the Corporation may be
entitled to cast as a shareholder or otherwise in any other corporation, any of
whose stock or securities may be held by the Corporation, at meetings of the
holders of the stock or other securities of such other corporation, (ii) to cast
such votes directly or (iii) to consent in writing to any action by any of such
other corporation, and shall instruct any person or persons so appointed as to
the manner of casting such votes or giving such consent and may execute or cause
to be executed on behalf of this Corporation and under its corporate seal or
otherwise, such written proxies, consents, waivers or other instruments as may
be necessary or proper in the premises-.
Section
7. Restriction on
Transfer. To the extent that any provision of the Amended and
Restated Rights Agreement between the Corporation and National City Bank, dated
as of June 30, 2009, as amended, is deemed to constitute a restriction on the
transfer of any securities of the Corporation, including, without limitation,
the Rights, as defined therein, such restriction is hereby authorized by the
Bylaws of the Corporation.
Section
8. Control Share Acquisition
Statute. Article 14.1 of the VSCA (“Control Share
Acquisitions”) shall not apply to acquisitions of shares of stock of the
Corporation.
- 12 -