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Title: |
Bylaws [2002] |
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Date: |
2002 |
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$44 |
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#218599 |
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BYLAWS
OF
PPG INDUSTRIES, INC.
(Incorporated under the Laws of the
Commonwealth of Pennsylvania)
_____________________________________
January 17, 2002
{PAGE}
TABLE OF CONTENTS
-----------------
{TABLE}
{CAPTION}
PAGE
{S} {C}
ARTICLE I -- MEETINGS OF SHAREHOLDERS
Section 1.1. Annual Meetings 1
Section 1.2. Business at Annual Meetings 1
Section 1.3. Nominations of Director Candidates 1
Section 1.4. Other Matters Brought by Shareholders 2
Section 1.5. Special Meetings 3
Section 1.6. Business at Special Meetings 3
Section 1.7. Notice 3
Section 1.8. Quorum 3
Section 1.9. Voting 4
Section 1.10. Proxies; Appointment and Revocation 5
Section 1.11. Meeting Procedure 5
ARTICLE II -- BOARD OF DIRECTORS
Section 2.1. Number, Classification and Removal;
Vacancies 5
Section 2.2. Qualifications and Powers 7
Section 2.3. Organizational Meeting 7
Section 2.4. Regular Meetings; Notice 7
Section 2.5. Special Meetings; Notice 7
Section 2.6. Quorum; Action 8
Section 2.7. Fees and Expenses 8
Section 2.8. Charitable Contributions 8
Section 2.9. Catastrophe 8
Section 2.10. Limitation of Liability 9
ARTICLE III -- COMMITTEES
Section 3.1. Standing Committees 10
(a) Audit Committee 10
(b) Nominating and Governance Committee 10
{/TABLE}
i
{PAGE}
{TABLE}
{S} {C}
(c) Officers-Directors Compensation Committee 10
(d) Investment Committee 10
Section 3.2. Other Committees 11
Section 3.3. Organization of and Action by Committees 11
ARTICLE IV -- OFFICERS
Section 4.1. Election 11
Section 4.2. Chairman 12
Section 4.3. Chief Executive Officer 12
Section 4.4. Vice Chairman 12
Section 4.5. President 12
Section 4.6. Vice Presidents and Other Officers 12
Section 4.7. Secretary 13
Section 4.8. Treasurer 13
Section 4.9. Controller 13
Section 4.10. Vacancies 14
Section 4.11. Delegation of Duties 14
ARTICLE V --
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
Section 5.1. Borrowing 14
Section 5.2. Execution of Instruments 14
Section 5.3. Voting and Acting with Respect to Stock and
Other Securities Owned by the Corporation 15
VI -- INDEMNIFICATION
Section 6.1. Entitlement to Indemnification 15
Section 6.2. Advancement of Expenses 16
Section 6.3. Indemnification Procedure 16
Section 6.4. Partial Indemnification 17
Section 6.5. Insurance 17
Section 6.6. Agreements 18
Section 6.7. Miscellaneous 18
Section 6.8. Construction 18
{/TABLE}
ii
{PAGE}
{TABLE}
{S} {C}
Section 6.9. Effectiveness 18
Section 6.10. Amendment 18
ARTICLE VII -- CAPITAL STOCK
Section 7.1. Share Certificates 19
Section 7.2. Transfer of Shares 19
Section 7.3. Holders of Record 20
Section 7.4. Replacement 20
ARTICLE VIII -- MISCELLANEOUS
Section 8.1. Description of Seal 21
Section 8.2. Fiscal Year 21
Section 8.3. Gender 21
Section 8.4. Adoption, Amendment or Repeal of Bylaws 21
{/TABLE}
iii
{PAGE}
BYLAWS
------
OF
--
PPG INDUSTRIES, INC.
--------------------
(Incorporated under the Laws of the Commonwealth of Pennsylvania)
ARTICLE I
MEETINGS OF SHAREHOLDERS
------------------------
Section 1.1. Annual Meetings. An annual meeting of the shareholders shall
------------ ----------------
be held each year on such day as the Board of Directors of the Corporation (the
"Board of Directors") may designate, or, if not so designated, on the third
Thursday in April if not a legal holiday, and if a legal holiday, then on the
next business day following. Annual meetings shall be held at such geographic
location, within or without the Commonwealth of Pennsylvania, as designated by
the Board of Directors.
Section 1.2. Business at Annual Meetings. The business at each annual
------------ ----------------------------
meeting of the shareholders shall include: (a) a review of the business of the
preceding year; (b) the election of directors; and (c) such other business as
may properly be brought before the meeting. No business may be transacted at
any annual meeting other than (i) matters referred to in the notice of the
meeting or any supplement thereto, (ii) matters otherwise properly brought
before the meeting by or at the direction of the Board of Directors, (iii)
matters properly brought before the meeting by one or more shareholders, but
only in accordance and upon compliance with the provisions of the proxy rules of
the Securities and Exchange commission and the notice provisions of Sections 1.3
and 1.4 of these bylaws and (iv) matters which are incidental or germane to any
of the foregoing.
Section 1.3. Nominations of Director Candidates. Nominations for the
------------ -----------------------------------
election of directors at a meeting of shareholders may be made only (a) by the
Board of Directors or a committee appointed by the Board of Directors or (b) by
a holder of record of stock entitled to vote in the election of the directors to
be elected; but a nomination (other than a nomination to fill a vacancy
resulting from removal from office by a vote of the shareholders under Article
Sixth of the Restated Articles of Incorporation) may be made by a shareholder
only if written notice of such nomination is given, either by personal
1
{PAGE}
delivery or by United States mail, postage prepaid, to the Secretary and has
been received by the Secretary at the principal executive offices of the
Corporation not later than (i) with respect to an election to be held at an
annual meeting of shareholders held on the third Thursday in April, 90 days
prior to such annual meeting and (ii) with respect to an election to be held at
an annual meeting of shareholders held on a date other than the third Thursday
in April or an election to be held at a special meeting of the shareholders, the
close of business on the tenth day following the date of the first public
disclosure of the date of such meeting. For purposes of this Section 1.3, the
first public disclosure of the date of any special meeting of shareholders or
any annual meeting of shareholders held on a date other than the third Thursday
in April shall be when disclosure of such meeting date is first made in a filing
made by the Corporation with the Securities and Exchange Commission, in any
notice given to the New York Stock Exchange, or in a news release reported by
the Dow Jones News Service, Reuters, Bloomberg, Associated Press or comparable
national news service. Each notice of nomination from a shareholder shall set
forth: (a) the name and address of the shareholder who intends to make the
nomination and of the person or persons to be nominated; (b) a representation
that the shareholder is a holder of record of stock of the Corporation entitled
to vote at such meeting and intends to be present at the meeting in person or by
proxy to nominate the person or persons specified in the notice; (c) 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; (d) such other information regarding each nominee proposed by such
shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated by the Board of Directors; and (e) the written consent of
each nominee, signed by such nominee, to serve as a director of the Corporation
if so elected. The presiding officer of the meeting may refuse to acknowledge
the nomination of any person by a shareholder not made in compliance with the
foregoing procedure.
Section 1.4. Other Matters Brought by Shareholders. For business other
------------ --------------------------------------
than nominations of director candidates properly brought before an annual
meeting by a shareholder pursuant to clause (c) of Section 1.2 of these bylaws,
the shareholder must give timely notice thereof in writing to the Secretary and
such business must otherwise be a proper matter for shareholder action. To be
timely, a shareholder's notice shall be given, either by personal delivery or by
United States mail, postage prepaid, to the Secretary and received by the
Secretary at the principal executive officers of the Corporation not later than
90 days prior to such annual meeting, provided that, if such annual meeting is
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