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Document Preview B Y - L a W S |
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B Y - L a W S |
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Date: |
2007 |
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14KB total |
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$41 |
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#2789378 |
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B Y - L A W S
O F
ETHYL INTERAMERICA CORPORATION
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Adopted: |
December 15, 1961 | |
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Amended: |
February 7, 1964 February 20, 1964 February 27, 1969 February 25, 1971 July 25, 1977 March 26, 1981 | |
ARTICLE I
Offices
The principal office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may also have other offices without as well as within the State of Delaware. The books of the Corporation may be kept outside the State of Delaware.
ARTICLE II
Stockholders
Section 1. - Annual Meeting. The annual meeting of the stockholders, for the purpose of electing directors and transaction of such other business as may come before the meeting, shall be held at the office of Ethyl Corporation, in Richmond, Virginia, or New York, New York, each year during the month of March at a time to be designated by the President.
Section 2. - Special Meeting. Special meetings of the stockholders shall be called by the Secretary upon written request of the President or of two directors for the time being in office. No business other than that specified in the call therefor shall be considered at any special meeting.
Section 3. - Notice. Notice of each meeting of stockholders shall, at least ten days prior to the date thereof, be mailed to each stockholder at his last known post office address as the same appears on the records of the Corporation.
Section 4. - Quorum. A majority in amount of the stock entitled to vote issued and outstanding represented by the holders of record thereof in person or by proxy shall be requisite to constitute a quorum at any meeting of stockholders; but less than such majority may adjourn the meeting from time to time, and at any such adjourned meeting any business may be transacted which might have been transacted if the meeting had been held as originally called.
Section 5. - Proxies. Any stockholder entitled to a vote at a meeting of the stockholders may be represented and vote thereat by proxy, appointed by an instrument in writing subscribed by such stockholder or by his duly authorized attorney and submitted to the Secretary at or before such meeting.
Section 6. - Consent. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken in connection with any corporate action by any provisions of the statutes or of the certificate of incorporation, the meeting and vote of stockholders may be dispensed with, if all the stockholders who would have been entitled to vote upon the action of such meeting were held, shall consent in writing to such corporate action being taken.
ARTICLE III
Directors
Section 1. - Number and Election. The business and property of the Corporation shall be managed and controlled by a Board of Directors, consisting of from three to seven directors, who shall be chosen annually by the stockholders, and shall hold office until the annual meeting of the stockholders succeeding their appointment and election and thereafter until their respective successors shall have been duly elected and qualified.
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