EXHIBIT 3.2
EXHIBIT A
AMENDED AND RESTATED BY-LAWS
OF
TEKNI-PLEX, INC.
ARTICLE I
SHAREHOLDERS' MEETINGS; VOTING
SECTION 1.01. Annual Meetings. An annual meeting of shareholders shall
be held for the election of directors on the first Monday in November of each
year, if not a legal holiday, and, if a legal holiday, then on the next day not
a legal holiday, at 10:00 A.M. or at such other time and place either within or
without the State of Delaware as may be designated by the Board of Directors
from time to time. Any other proper business may be transacted at the annual
meeting.
SECTION 1.02. Special Meetings. Special meetings of shareholders may
be called at any time by the Chairman of the Board, the Chief Executive
Officer, the President, or the Board of Directors, to be held at such date,
time and place either within or without the State of Delaware as may be stated
in the notice of the meeting. A special meeting of shareholders shall be called
by the Secretary upon the written request, stating the purpose of the meeting,
of shareholders who together own of record at least ten percent (10%) of the
outstanding shares of stock entitled to vote at such meeting.
SECTION 1.03. Notice of Meetings. Whenever shareholders are required
or permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of
the meeting to each shareholder entitled to vote at such meeting. If mailed,
such notice shall be deemed to be given when deposited in the United States
mail, postage prepaid, directed to the shareholder at his address as it appears
on the records of the Corporation. The Corporation shall, at the written
request of any shareholder, cause such notice to such shareholder to be
confirmed to such other address and/or by such other means as such shareholder
may reasonably request, provided that if such written request is received after
the date any such notice is mailed, such request shall be effective for
subsequent notices only.
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SECTION 1.04. Adjournments. Any meeting of shareholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting the Corporation may transact any business which
might have been transacted at the original meeting. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record entitled to vote at the meeting.
SECTION 1.05. Quorum. At each meeting of shareholders, except where
otherwise provided by law or the certificate of incorporation or these by-laws,
the holders of a majority of the outstanding shares of each class of stock
entitled to vote at the meeting shall constitute a quorum. With respect to any
matter on which shareholders vote separately as a class, the holders of a
majority of the outstanding shares of such class shall constitute a quorum for
a meeting with respect to such matter. Two or more classes or series of stock
shall be considered a single class for purposes of determining existence of a
quorum for any matter to be acted on if the holders thereof are entitled or
required to vote together as a single class at the meeting on such matter. In
the absence of a quorum the shareholders so present may, by majority vote,
adjourn the meeting from time to time in the manner provided by Section 1.04 of
these by-laws until a quorum shall attend.
SECTION 1.06. Organization. Meetings of shareholders shall be presided
over by the Chairman of the Board, or in his absence by the Chief Executive
Officer, or in his absence by the President, or in his absence by a Vice
President, or in the absence of the foregoing persons by a chairman designated
by the Board of Directors, or in the absence of such designation by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in his absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.
SECTION 1.07. Voting; Proxies. Unless otherwise provided in the
certificate of incorporation, each shareholder entitled to vote at any meeting
of shareholders shall be entitled to one vote for each share of stock held by
him which has voting power upon the matter in question. Each shareholder
entitled to vote at a meeting of shareholders or to express consent or dissent
to corporate action in writing without a meeting may authorize another person
or persons to act for him by proxy, but no such proxy shall be voted or acted
upon after three years from its date, unless the proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A shareholder may revoke any
proxy which is not irrevocable by attending the
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meeting and voting in person or by filing an instrument in writing revoking the
proxy or another duly executed proxy bearing a later date with the Secretary of
the Corporation. Voting at meetings of shareholders need not be by written
ballot and need not be conducted by inspectors unless the holders of a majority
of the outstanding shares of any class of stock entitled to vote thereon
present in person or by proxy at such meeting shall so determine. At all
meetings of shareholders for the election of directors, such election and all
other elections and questions shall, unless otherwise provided by law or by the
certificate of incorporation or these by-laws, be decided by the vote of the
holders of a majority of the outstanding shares of all classes of stock
entitled to vote thereon present in person or by proxy at the meeting, voting
as a single class.
SECTION 1.08. Fixing Date for Determination of Shareholders of Record.
In order that the Corporation may determine the shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board
of Directors may fix, in advance, a record date, which shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action. If no record date is fixed: (1) the
record date for determining shareholders entitled to notice of or to vote at a
meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held; (2) the record date for determining shareholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board is necessary, shall be the day on which the first written consent
is expressed; and (3) the record date for determining shareholders for any
other purpose shall be at the close of business on the day on which the Board
adopts the resolution relating thereto. A determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders shall
apply to any adjournment of the meeting; provided, however, that the Board may
fix a new record date for the adjourned meeting.
SECTION 1.09. List of Shareholders Entitled to Vote. The secretary
shall prepare and make, at least ten days before every meeting of shareholders,
a complete list of the shareholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each shareholder and the
number of shares registered in the name of each shareholder. Such list shall be
open to the examination of any shareholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall
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be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof and may be
inspected by any shareholder who is present.
SECTION 1.10. Consent of Shareholders in Lieu of Meeting. To the
extent provided by any statute at the time in force, whenever the vote of
shareholders at a meeting thereof is required or permitted to be taken for or
in connection with any corporate action, by any statute, by the certificate of
incorporation or by these bylaws, the meeting and prior notice thereof and vote
of shareholders may be dispensed with if the holders of outstanding stock
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted shall consent in writing to such corporate
action without a meeting by less than unanimous written consent and notice
thereof shall be given to those shareholders who have not consent in writing.
ARTICLE II
BOARD OF DIRECTORS
SECTION 2.01. Powers; Number; Qualifications. The business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors, except as may be otherwise provided by law or in the certificate of
incorporation. The number of Directors which shall constitute the whole Board
of Directors shall not be less than one (1) nor more than nine (9). Within such
limits, the number of directors may be fixed from time to time by vote of the
shareholders, or of the Board of Directors, at any regular or special meeting,
subject to the provisions of the certificate of incorporation.
SECTION 2.02. Election; Term of Office; Resignation; Removal;
Vacancies; Special Elections. Except as otherwise provided in this Section
2.02, the directors shall be elected annually at the annual meeting of the
shareholders. Each director (whenever elected) shall hold office until the
annual meeting of shareholders or any special meeting of shareholders called to
elect directors next succeeding his election and until his successor is elected
and qualified or until his earlier resignation or removal, except as provided
in the certificate of incorporation. Any director may resign at any time upon
written notice to the Board of Directors, Chairman of the Board, Chief
Executive officer or President of the Corporation. Such resignation shall take
effect at the time specified therein, and unless otherwise specified therein no
acceptance of such resignation shall be necessary to make it effective. Any
director may be removed with or without
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cause at any time upon the affirmative vote of the holders of a majority of the
outstanding shares of stock of the Corporation entitled to vote for the
election of such director, given at a special meeting of such shareholders
called for the purpose. If any vacancies shall occur in the Board of Directors,
by reason of death, resignation, removal or otherwise, or if the authorized
number of directors shall be increased, the directors then in office shall
continue to act, and such vacancies may be filled by a majority of the
directors then in office, though less than a quorum; provided, however, that
whenever the holders of any class or classes of stock or series thereof are
entitled to elect one or more directors by the provisions of the certificate of
incorporation, vacancies and newly created directorships of such class or
classes or series shall be filled by a majority of the directors elected by
such class or classes or series thereof then in office though less than a
quorum or by a sole remaining director so elected. Any such vacancies or newly
created directorships may also be filled upon the affirmative vote of the
holders of a majority of the outstanding shares of stock of the Corporation
entitled to vote for the election of directors, given at a special meeting of
the shareholders called for the purpose.
SECTION 2.03. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware
and at such times as the Board may from time to time determine, and if so
determined notice thereof need not be given.
SECTION 2.04. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the Chairman of the Board, Chief Executive officer,
President or any two directors. Reasonable notice thereof shall be given by the
person or persons calling the meeting.
SECTION 2.05. Telephonic Meetings Permitted. Unless otherwise
restricted by the certificate of incorporation or these by-laws, any member of
the Board of Directors, or any committee designated by the Board, may
participate in a meeting of the Board or of such committee, as the case may be,
by means of a conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this by-law shall constitute presence in
person at such meeting.
SECTION 2.06. Quorum; Vote Required for Action. At all meetings of the
Board of Directors the presence of a majority of the total number of directors
shall constitute a quorum for the transaction of business. The vote of at least
a majority of the directors present at any meeting at which a quorum is present
shall be necessary to constitute and shall be the act of the Board unless the
certificate of
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incorporation or these by-laws shall otherwise provide. In case at any meeting
of the Board a quorum shall not be present, the members of the Board present
may adjourn the meeting from time to time until a quorum shall attend.
SECTION 2.07. Organization. Meetings of the Board of Directors shall
be presided over by the Chairman of the Board, or in his absence by the Chief
Executive Officer or President, or in their absence by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his
absence the chairman of the meeting may appoint any person to act as secretary
of the meeting.
SECTION 2.08. Action by Directors Without a Meeting. Unless otherwise
restricted by the certificate of incorporation or these by-laws, any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or such committee, as the case may be, consents thereto in writing, and
the writing or writings are filed with the minutes of proceedings of the Board
or committee.
ARTICLE III
COMMITTEES
SECTION 3.01. Committees. The Board of Directors may, by resolution
passed by a majority of the total number of directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. Any such committee, to the extent provided in the resolution of
the Board, and unless otherwise restricted by the certificate of incorporation
or these by-laws, shall have and may exercise all the powers and authority of
the Board in the management of the business and affairs of the Corporation, to
the full extent permitted by law.
SECTION 3.02. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may adopt, amend and repeal
rules for the conduct of its business. In the absence of a provision by the
Board or a provision in the rules of such committee to the contrary, the entire
authorized number of members or such committee shall constitute a quorum for
the transaction of business, the vote of all such members present at a meeting
shall be the act of such committee, and in other respects each committee shall
conduct its business pursuant to Article II of these by-laws.
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ARTICLE IV
OFFICERS
SECTION 4.01. Election and Appointment. The elected officers of the
Corporation shall consist of a Chief Executive Officer, a President, a
Secretary and such other elected officers as shall from time to time be
designated and elected by the Board of Directors. The Board of Directors may,
if it so determines, choose a Chairman of the Board and a Vice Chairman of the
Board from among its members to preside at meetings of the Board of Directors
and the Executive Committee, if any, and with such other authority as the Board
of Directors may determine. The Board or the Chief Executive Officer may also
appoint, or provide for the appointment of, Vice Presidents and such other
officers, employees and agents as may from time to time appear necessary or
advisable in the conduct of the affairs of the Corporation. Any number of
offices may be held by the same person.
SECTION 4.02. Duties of Chief Executive Officer. The Chief Executive
Officer of the Corporation shall preside at all meetings of stockholders and,
subject to the control of the Board, shall have such authority as is customary.
for the chief executive officer of an enterprise similar to the Corporation,
general authority to execute any and all documents in the name of the
Corporation and responsibility for the operation and management of the business
and affairs of the Corporation, including, without limitation, the right to
hire and terminate employees of the Corporation. In the absence of the Chief
Executive Officer, his duties shall be performed and his powers may be
exercised by the President or by such other officer as shall be designated
either by the Chief Executive Officer in writing or (failing such designation)
by the Board of Directors.
SECTION 4.03. Duties of President. The President of the Corporation
shall, subject to control of the Board and the control and direction of the
Chief Executive Officer, be the chief operating officer of the Corporation.
SECTION 4.04. Duties of Other Officers. The other officers of the
Corporation shall have such powers and duties not inconsistent with these
by-laws as may from time to time be conferred upon them in or pursuant to
resolutions of the Board of Directors, and shall have such additional powers
and duties not inconsistent with such resolutions as may from time to time be
assigned to them by any competent superior officer. The Board shall assign, to
one or more of the officers of the Corporation, the duty to record the
proceedings of the meetings of the stockholders and the Board of Directors in a
book to be kept for that purpose.
SECTION 4.05. Term of Office and Vacancies. So far as practicable, the
elected officers shall be elected by the Board as provided in Section 4.01 and,
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subject to Section 4.06 and such officer's rights under any contract of
employment, shall serve at the pleasure of the Board. If a vacancy shall occur
in any elected office, the Board of Directors may elect a successor. Appointed
officers shall hold office at the pleasure of the Board and the Chief Executive
Officer. Any officer may resign by written notice to the Corporation.
SECTION 4.06. Removal of Elected Officers. Elected officers may be
removed at any time, either for or without cause, by the affirmative vote of a
majority of the whole Board of Directors, except provided that removal of the
Chief Executive Officer shall require the vote of three-fourths or more of the
Board of Directors excluding the Chief Executive Officer if he is a member of
the Board of Directors.
ARTICLE V
STOCK
SECTION 5.01. Certificates. Every holder of stock in the corporation
shall be entitled to have a certificate signed by or in the name of the
Corporation by the Chairman of the Board of Directors, Chief Executive Officer,
President or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary, of the Corporation, certifying the
number of shares owned by him in the Corporation. If such certificate is
manually signed by one officer or manually countersigned by a transfer agent or
by a registrar, any other signature on the certificate may be a facsimile. In
case any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
SECTION 5.02. Lost, Stolen or Destroyed Stock Certificates; Issuance
of New Certificates. The Corporation may issue a new certificate of stock in
the place of any certificate theretofore issued by it, alleged to have been
lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any
such certificate or the issuance of such new certificate.
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ARTICLE VI
MISCELLANEOUS
SECTION 6.01. Seal. The Corporation may have a corporate seal which
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors. The
corporate seal may be used by causing it or a facsimile thereof to be impressed
or affixed or in any other manner reproduced.
SECTION 6.02. Waiver of Notice of Meetings of Shareholders, Directors
and Committees. Whenever notice is required to be given by law or under any
provision of the certificate of incorporation or these by-laws, a written
waiver thereof, signed by the person entitled to notice, whether before or
after the time stated therein, shall be deemed equivalent to notice. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except when the person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
shareholders, directors, or members of a committee of directors need be
specified in any written waiver of notice unless so required by the certificate
of incorporation or these by-laws.
SECTION 6.03. Form of Records. Any records maintained by the
Corporation in the regular course of its business, including its stock ledger,
books of account and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The Corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.
SECTION 6.04. Dividends. Dividends upon the stock of the corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, bonds, in property, or in shares of
stock, subject to the provisions of the Certificate of Incorporation.
SECTION 6.05. Reserves. Before the payment of any dividend, there may
be set aside out of any funds of the Corporation available for dividends such
sum or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purposes as the directors shall think conducive to the interest
of the Corporation, and the directors may modify or abolish any such reserve.
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SECTION 6.06. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
SECTION 6.07. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
SECTION 6.08. Offices. The registered office of the Corporation shall
be in the City of Wilmington, County of New Castle, State of Delaware. The
Corporation may also have offices at such other places within or outside the
State of Delaware as the Board of Directors may from time to time determine or
the business of the Corporation may require.
ARTICLE VII
AMENDMENTS
SECTION 7.01. Amendments. These by-laws may be altered, amended or
repealed at any regular meeting of the shareholders or of the Board of
Directors or at any special meeting of the shareholders or of the Board of
Directors if notice of such alteration, amendment or repeal be contained in the
notice of such special meeting; provided that Section 4.06 may only be altered,
amended or repealed by a three-fourths vote of the outstanding shares of each
class of stock entitled to vote thereon or by a three-fourths vote of the
entire Board of Directors.
ARTICLE VIII
INDEMNIFICATION
SECTION 8.01. Indemnification. The Corporation shall indemnify to the
fullest extent permitted by law any person made or threatened to be made a
party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that such person, or a
person of whom he or she is the legal representative, is or was a director,
officer, employee or agent of the Corporation or any predecessor of the
Corporation, or serves or served any other enterprise as a director, officer,
employee or agent at the request of the Corporation or any predecessor of the
Corporation.
The Corporation shall pay any expenses reasonably incurred by a
director or officer in defending a civil or criminal action, suit or proceeding
in advance of the final disposition of such action, suit or proceeding upon
receipt of an
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undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the corporation under this Article or otherwise. The Corporation
may, by action of its Board of Directors, provide for the payment of such
expenses incurred by employees and agents of the Corporation as it deems
appropriate.
The rights conferred on any person under this Article shall not be
deemed exclusive of any other rights that such person may have or hereafter
acquire under any statute, provision of the Corporation's Certificate of
Incorporation, by-law, agreement, vote of shareholders or disinterested
directors or otherwise. All rights to indemnification and to the advancement of
expenses under this Article shall be deemed to be provided by a contract
between the Corporation and the director, officer, employee or agent who serves
in such capacity at any time while these By-Laws and any other relevant
provisions of the Delaware General Corporation Law and any other applicable
law, if any, are in effect. Any repeal or modification thereof shall not affect
any rights or obligations then existing.
For purposes of this Article, references to "the Corporation" shall be
deemed to include any subsidiary of the Corporation now or hereafter organized
under the laws of the State of Delaware.
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