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Title:

Bylaws

Entities:

NU-GRO Us Holdco Corp

Date:

2005

Size:

34KB total

Price:

$42

ID:

#1880142

► Corporate ► Bus. Formation ► Bylaws

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BY-LAWS

TETRA HOLDING (US), INC.

Table of Contents


		Page
ARTICLE I	STOCKHOLDERS	1

Section 1.	Annual Meeting	1
Section 2.	Special Meetings	1
Section 3.	Notice of Meetings	1
Section 4.	Quorum	1
Section 5.	Organization of Meetings	1
Section 6.	Voting	2
Section 7.	Inspectors of Election	2
Section 8.	Action by Consent	2

ARTICLE II	DIRECTORS	3

Section 1.	Number, Quorum, Term, Vacancies, Removal	3
Section 2.	Meetings, Notice	3
Section 3.	Committees	4
Section 4.	Action by Consent	4
Section 5.	Compensation	4

ARTICLE III	OFFICERS	4

Section 1.	Titles and Election	4
Section 2.	Terms of Office	4
Section 3.	Removal	4
Section 4.	Resignations	5
Section 5.	Vacancies	5
Section 6.	Chairman of the Board	5
Section 7.	Chief Executive Officer	5
Section 8.	President and Vice Presidents	5
Section 9.	Secretary	5
Section 10.	Treasurer	6
Section 11.	Duties of Officers May Be Delegated	6

ARTICLE IV	INDEMNIFICATION	6

Section 1.	Actions by Others	6
Section 2.	Actions by or in the Right of the Corporation	7
Section 3.	Successful Defense	7
Section 4.	Specific Authorization	7
Section 5.	Advance of Expenses	7
Section 6.	Right of Indemnity Not Exclusive	8
Section 7.	Insurance	8
Section 8.	Invalidity of Any Provisions of This Article	8

(i)


ARTICLE V	CAPITAL STOCK	8

Section 1.	Certificates	8
Section 2.	Transfer	8
Section 3.	Record Dates	9
Section 4.	Lost Certificates	9

ARTICLE VI	CHECKS, NOTES, ETC.	9

Section 1.	Checks, Notes, Etc.	9

ARTICLE VII	MISCELLANEOUS PROVISIONS	9

Section 1.	Offices	9
Section 2.	Fiscal Year	10
Section 3.	Corporate Seal	10
Section 4.	Books	10
Section 5.	Voting of Stock	10

ARTICLE VIII	AMENDMENTS	10

Section 1.	Amendments	10

(ii)

BY-LAWS

TETRA HOLDING (US), INC.

ARTICLE I

STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held either within or without the State of Delaware, at such place as the Board of Directors may designate in the call or in a waiver of notice thereof, at such date and time as shall be designated from time to time by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

Section 2. Special Meetings. Special Meetings of the stockholders may be called by the Board of Directors or by the Chief Executive Officer, and shall be called by the Chief Executive Officer or by the Secretary upon the written request of the holders of record of at least fifty per cent (50%) of the shares of stock of the Corporation, issued and outstanding and entitled to vote, at such times and at such place either within or without the State of Delaware as may be stated in the call or in a waiver of notice thereof.

Section 3. Notice of Meetings. Notice of the time, place and purpose of every meeting of stockholders shall be delivered personally or mailed not less than ten days nor more than sixty days previous thereto to each stockholder of record entitled to vote, at such stockholders post office address appearing upon the records of the Corporation or at such other address as shall be furnished in writing by him or her to the Corporation for such purpose. Such further notice shall be given as may be required by law or by these By-Laws. Any meeting may be held without notice if all stockholders entitled to vote are present in person or by proxy, or if notice is waived in writing, either before or after the meeting, by those not present.

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