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Title: |
Bylaws |
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Date: |
2006 |
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Preview shows 5KB of 23KB total |
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$42 |
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ID: |
#2489927 |
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BY-LAWS
of
LYONDELL CHEMICAL TECHNOLOGY 2 INC.
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office of the Corporation shall be established and maintained at the office of the Corporation Trust Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware, and said Corporation shall be the resident agent of this Corporation in charge thereof.
Section 1.2 Other Offices. The Corporation may have other offices, either within or outside of the State of Delaware at such place or places as the Board of Directors may from time to time appoint or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.1 Place of Meetings. All meetings of stockholders shall be held at the principal office of the Corporation or at such other place as shall be fixed by the Board of Directors or by vote of the stockholders.
Section 2.2 Annual Meetings. The annual meeting of stockholders for the election of directors and the transaction of other business shall be held once per calendar year at such time as shall be fixed by the Board of Directors or by vote of the stockholders. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.
Section 2.3 Voting. Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the Delaware General Corporation Law (the DGCL).
Section 2.4 Quorum. Except as otherwise required by the Certificate of Incorporation, these By-Laws or the DGCL, the presence, in person or by proxy, of stockholders holding a majority of the stock of the Corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.
Section 2.5 Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called by the Board of Directors, the Chairman of the Board, if any, the President, any Vice President, the Secretary or any Assistant Secretary or by vote of the stockholders. No business other than that stated in the notice of the meeting shall be transacted at any special meeting.
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