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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(MARK ONE)
[X] Amendment No. 1 to
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the third quarter ended July 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________________
Commission File Number 1-3013
WESTVACO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-1466285
(State of Incorporation) (I.R.S. Employer Identification No.)
299 Park Avenue, New York, New York 10171
(Address of principal executive offices)
Telephone Number 212-688-5000
(Registrants' telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. YES X NO
____ _____
At July 31, 1996 the latest practicable date, there were 101,857,421 shares
outstanding of Common Stock, $5 par value.
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Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits:
3.ii Bylaws of Westvaco Corporation, as of November 30, 1995
27. Financial Data Schedules
(b) Report on Form 8-K: There were no Form 8-K reports filed during the
quarter ended July 31, 1996.
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTVACO CORPORATION
(Registrant)
October 25, 1996 John E. Banu
------------
John E. Banu
Comptroller
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BYLAWS
OF
WESTVACO CORPORATION
November 1995
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BYLAWS
OF
WESTVACO CORPORATION
INCORPORATED UNDER THE LAWS OF DELAWARE
Principal Business Office
299 Park Avenue
New York, New York 10171
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BYLAWS
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Article I Meetings of Stockholders
Section 1 Place of Meetings..................................... 1-1
2 Annual Meetings....................................... 1-1
3 Special Meetings...................................... 1-1
4 Notice of Meetings.................................... 1-1
5 Postponement.......................................... 1-1
6 Quorum................................................ 1-1
7 Chairman; Secretary................................... 1-2
8 Inspectors of Election; Opening and Closing the
Polls................................................. 1-2
9 Voting................................................ 1-2
10 Business Combination; Vote Required................... 1-2
11 Meeting Required...................................... 1-3
12 Notification of Proposals............................. 1-3
Article II Board of Directors
Section 1 General Powers, Number, Qualifications and Term of
Office................................................ 2-1
2 Age Limitation........................................ 2-1
3 Election of Directors; Vacancies; New Directorships... 2-1
4 Removal of Directors.................................. 2-1
5 Notification of Nomination............................ 2-2
6 Place of Meetings..................................... 2-2
7 Regular Meetings...................................... 2-2
8 Special Meetings...................................... 2-2
9 Notice of Special Meetings............................ 2-3
10 Quorum and Manner of Acting........................... 2-3
11 Chairman; Secretary................................... 2-3
12 Compensation.......................................... 2-3
13 Directors, Officers and Stockholders Interested in
Transactions.......................................... 2-3
14 Indemnity............................................. 2-4
Article III Committees
Section 1 Committees of Directors............................... 3-1
2 Removal; Vacancies.................................... 3-1
3 Compensation.......................................... 3-1
Article IV Officers
Section 1 Number................................................ 4-1
2 Election; Term of Office and Qualifications........... 4-1
3 Removal............................................... 4-1
4 Salaries.............................................. 4-1
5 The Chairman of the Board............................. 4-1
6 The President......................................... 4-2
7 The Vice Presidents................................... 4-2
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<TABLE>
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<C> <S> <C>
8 The General Counsel................................... 4-2
9 The Assistant Vice Presidents......................... 4-2
10 The Secretary......................................... 4-2
11 The Assistant Secretaries............................. 4-2
12 The Treasurer......................................... 4-3
13 The Assistant Treasurers.............................. 4-3
14 The Comptroller....................................... 4-3
15 The Assistant Comptrollers............................ 4-3
Article V Authority to Act and Sign for the Corporation
Section 1 Contracts, Agreements, Checks and Other Instruments... 5-1
2 Real Estate Transactions.............................. 5-1
3 Bank Accounts; Deposits; Checks, Drafts and Orders
Issued in the Corporation's Name...................... 5-2
4 Operating Authority................................... 5-3
5 Delegation of Authority............................... 5-3
6 Stock Certificates.................................... 5-4
7 Voting of Stock in Other Corporations................. 5-4
8 Sale and Transfer of Securities....................... 5-4
Article VI Stock
Section 1 Certificates of Stock................................. 6-1
2 Transfer of Stock..................................... 6-1
3 Transfer Agents and Registrars........................ 6-1
4 Record Dates.......................................... 6-1
Article VII Sundry Provisions
Section 1 Offices............................................... 7-1
2 Seal.................................................. 7-1
3 Books and Records..................................... 7-1
4 Fiscal Year........................................... 7-1
5 Independent Public Accountants........................ 7-1
6 Waiver of Notice...................................... 7-1
7 Authorization to Transact Business.................... 7-2
8 Amendments............................................ 7-2
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WESTVACO CORPORATION
BYLAWS
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Article I--Meetings of Stockholders
SECTION PLACE OF MEETINGS
1 The annual meeting of stockholders for the election of directors and
all special meetings for that or for any other purpose shall be held
at the principal business office of the Corporation at 299 Park
Avenue, New York, New York, or at such other place within or without
the State of Delaware as may from time to time be designated by the
Board of Directors.
SECTION ANNUAL MEETINGS
2 The annual meeting of stockholders for elections of directors, and
for the transaction of such other business as may be required or
authorized to be transacted by stockholders, shall be held on the
fourth Tuesday in February each year or on such other date as a
resolution of the Board of Directors may designate.
SECTION SPECIAL MEETINGS
3 A special meeting of stockholders for any purpose may be called at
any time only by order of the Board of Directors pursuant to a
resolution approved by a majority of the Board of Directors, by the
Chairman of the Board, or by the President. At any such special
meeting the only business transacted shall be in accordance with the
purposes specified in the notice calling such meeting.
SECTION NOTICE OF MEETINGS
4 Except as may otherwise be provided by statute or the Certificate of
Incorporation, the Secretary or an Assistant Secretary shall cause
written notice of the place, date and hour for holding each annual
and special meeting of stockholders to be given not less than ten
days nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting by mailing the notice,
postage prepaid, to the stockholder at his post office address as it
appears on the records of the Corporation. Notice of each special
meeting shall contain a statement of the purpose or purposes for
which the meeting is called. Except as otherwise provided by
statute, no notice of an adjourned meeting need be given other than
by announcement at the meeting which is being adjourned of the time
and place of the adjourned meeting.
SECTION POSTPONEMENT
5 Any previously scheduled annual or special meeting of stockholders
may be postponed by resolution of the Board of Directors, upon
public notice given prior to the date scheduled for such meeting.
SECTION QUORUM
6 The holders of shares of the outstanding stock of the Corporation
representing a majority of the total votes entitled to be cast at
any meeting of stockholders, if present in person or by proxy, shall
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constitute a quorum for the transaction of business unless a larger
proportion shall be required by statute or the Certificate of
Incorporation. The Chairman of a meeting of stockholders may adjourn
such meeting from time to time, whether or not there is a quorum of
stockholders at such meeting. In the absence of a quorum at any
stockholders' meeting, the stockholders present in person or by
proxy and entitled to vote may, by majority vote, adjourn the
meeting from time to time until a quorum shall attend. At any such
adjourned meeting, at which a quorum shall be present, any business
may be transacted which might have been transacted at the meeting as
originally called. The lack of the required quorum at any meeting of
stockholders for action upon any particular matter, shall not
prevent action at such meeting upon other matters which may properly
come before the meeting, if the quorum required for taking action
upon such other matters shall be present.
SECTION CHAIRMAN; SECRETARY
7 The Chairman of the Board (if one is then in office) shall call
meetings of the stockholders to order and shall act as Chairman. If
there is no Chairman of the Board, or in the event of his absence or
disability, the President, or in his absence, one of the Executive
Vice Presidents (in order of first designation as an Executive Vice
President) present, or in absence of all Executive Vice Presidents,
one of the Senior Vice Presidents (in order of first designation as
a Senior Vice President) present, or in the absence also of all
Senior Vice Presidents, one of the Vice Presidents (in order of
first designation as a Vice President) present, shall call meetings
of the stockholders to order and shall act as Chairman thereof. The
Secretary of the Corporation, or any person appointed by the
Chairman, shall act as Secretary of the meeting of stockholders.
SECTION INSPECTORS OF ELECTION; OPENING AND CLOSING THE POLLS
8 The Board of Directors in advance of any meeting of stockholders
shall appoint two or more inspectors of election to act at such
meeting or any adjournment thereof. In the event of the failure of
the Directors to make such appointments, or if any inspector shall
for any reason fail to attend or to act at any meeting, or shall for
any reason cease to be an inspector before completion of his duties,
the appointments shall be made by the Chairman of the meeting.
The Chairman of the meeting shall fix and announce at the meeting
the date and time of the opening and the closing of the polls for
each matter upon which the stockholders will vote at a meeting.
SECTION VOTING
9 At each meeting of the stockholders each stockholder entitled to
vote thereat shall, except as otherwise provided in the Certificate
of Incorporation, be entitled to one vote in person or by proxy for
each share of the stock of the Corporation registered in his name on
the books of the Corporation on the date fixed pursuant to Section 4
of Article VI of these Bylaws as the record date fixed for such
meeting.
At each meeting of the stockholders at which a quorum is present,
all matters (except as otherwise provided in Section 10 of Article
I, Section 4 of Article II, or Section 8 of Article VII of these
Bylaws, in the Certificate of Incorporation, or by statute) shall be
decided by the affirmative vote of the majority of the shares
present in person or represented by proxy at such meeting and
entitled to vote on the subject matter.
The votes for directors shall be by ballot.
SECTION BUSINESS COMBINATION; VOTE REQUIRED
10 The vote required for the adoption or authorization of a Business
Combination as defined in the Certificate of Incorporation shall be
as provided in the Certificate of Incorporation.
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SECTION MEETING REQUIRED
11 Any action by stockholders of the Corporation shall be taken at a
meeting of stockholders and no corporate action may be taken by
written consent of stockholders entitled to vote upon such action.
SECTION NOTIFICATION OF PROPOSALS
12 The proposal of business, other than nominations, which are governed
by Section 5 of Article II of these Bylaws, to be considered by the
stockholders may be made at an annual meeting of stockholders (a)
pursuant to the Corporation's notice of meeting, (b) by or at the
direction of the Board of Directors or (c) by any stockholder of the
Corporation who was a stockholder of record at the time of giving of
notice provided for in this Bylaw, who is entitled to vote at the
meeting and who complies with the notice procedures set forth in
this Section 12.
For business to be properly brought before an annual meeting by a
stockholder pursuant to clause (c) of the first paragraph of this
Section 12, the stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for stockholder action. To be
timely, a stockholder's notice shall be delivered to the Secretary
at the principal executive offices of the Corporation not later than
the close of business on the 90th day nor earlier than the close of
business on the 120th day prior to the first anniversary of the
preceding year's annual meeting, provided, however, that in the
event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by
the stockholder to be timely must be delivered not earlier than the
close of business on the 120th day prior to such annual meeting and
not later than the close of business on the later of the 90th day
prior to such annual meeting or the seventh day following the day on
which public announcement of the date of such meeting is first made
by the Corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the
giving of a stockholder's notice as described above. Such
stockholder's notice shall set forth (a) as to the business that the
stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and
any material interest in such business of such stockholder and the
beneficial owner; if any, on whose behalf the proposal is made; and
(b) as to the stockholder giving the notice and the beneficial
owner, if any, on whose behalf the proposal is made (i) the name and
address of such stockholder, as they appear on the Corporation's
books, and of such beneficial owner and (ii) the class and number of
shares of the Corporation which are owned beneficially and of record
by such stockholder and such beneficial owner.
Only such business shall be conducted at a meeting of stockholders
as shall have been brought before the meeting in accordance with the
procedures set forth in this Section 12. Except as otherwise
provided by law, the Chairman of the meeting shall have the power
and duty to determine whether any business proposed to be brought
before the meeting was proposed in accordance with the procedures
set forth in this Section 12 and, if any proposed business is not in
compliance with this Section 12, to declare that such defective
proposal shall be disregarded.
For purposes of this Section 12, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News
Service, Associated Press or comparable national news service or in
a document publicly filed by the Corporation with the Securities and
Exchange Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.
Notwithstanding the foregoing provisions of this Section 12, a
stockholder shall also comply with all applicable requirements of
the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in this Section 12. Nothing in this
Section 12 shall be deemed to affect any rights of stockholders to
request inclusion of proposals in the Corporation's proxy statement
pursuant to Rule 14a-8 under the Exchange Act.
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Article II--Board of Directors
SECTION GENERAL POWERS, NUMBER, QUALIFICATIONS AND TERM OF OFFICE
1 The business and property of the Corporation shall be managed and
controlled by the Board of Directors. The number of directors shall
be not less than 9 and not more than 16, the exact number to be
determined from time to time only by resolution adopted by the Board
of Directors. Directors need not be stockholders.
The directors shall be classified by the Board of Directors, with
respect to the duration of the term for which they severally hold
office, into three classes as nearly equal in number as possible.
Such classes shall originally consist of a first class of directors
who shall be elected at the annual meeting of stockholders held in
1986 for a term expiring at the annual meeting of stockholders to be
held in 1987; a second class of directors who shall be elected at
the annual meeting of stockholders held in 1986 for a term expiring
at the annual meeting of stockholders to be held in 1988, and a
third class of directors who shall be elected at the annual meeting
of stockholders held in 1986 for a term expiring at the annual
meeting of stockholders to be held in 1989. At each annual meeting
of stockholders beginning in 1987, the successors of the class of
directors whose term expires at that meeting shall be elected for a
term expiring at the annual meeting of stockholders held in the
third year following the year of election of such directors. The
Board of Directors shall increase or decrease the number of
directors in one or more classes as may be appropriate whenever it
increases or decreases the number of directors pursuant to this
Section 1, in order to ensure that the three classes shall be as
nearly equal in number as possible. Each director of the Corporation
shall hold office as provided above and until his or her successor
shall have been elected and qualified.
SECTION AGE LIMITATION
2 No person shall serve as a director of the Corporation following the
annual meeting of stockholders after attaining age 72.
SECTION ELECTION OF DIRECTORS; VACANCIES; NEW DIRECTORSHIPS
3 The directors shall be elected by class annually in the manner
provided in these Bylaws. At each annual or special meeting of the
stockholders for the election of directors, at which a quorum is
present, the persons receiving the greatest number of votes shall be
the directors. Any vacancies on the Board of Directors caused by
death, removal, resignation or any other cause and any newly created
directorships resulting from any increase in the authorized number
of directors, may be filled only by a majority of the directors then
in office, even though less than a quorum, at any regular or special
meeting of the Board of Directors, and each director so elected
shall hold office for the remainder of the full term of the class in
which the new directorship was created or the vacancy occurred.
SECTION REMOVAL OF DIRECTORS
4 Any director may be removed with cause, at any time, by the
affirmative vote of at least 75% of the combined voting power of the
then-outstanding shares of all classes and series of stock of the
Corporation entitled to vote generally in the election of directors,
voting together as a single class, at a special meeting of
stockholders duly called and held for the purpose or at an annual
meeting of stockholders.
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SECTION NOTIFICATION OF NOMINATION
5 Nominations for the election of directors may be made by the Board
of Directors or by any stockholder entitled to vote for the election
of directors. Any stockholder entitled to vote for the election of
directors at a meeting may nominate persons for election as
directors only if written notice of such stockholder's intent to
make such nomination is given, either by personal delivery or by the
United States mail, postage prepaid, to the Secretary of the
Corporation, not later than (i) with respect to an election to be
held at an annual meeting of stockholders, 90 days in advance of
such meeting, and (ii) with respect to an election to be held at a
special meeting of stockholders for the election of directors, the
close of business on the seventh day following the date on which
notice of such meeting is first given to stockholders. Each such
notice shall set forth: (a) the name and address of the stockholder
who intends to make the nomination and of the person or persons to
be nominated, (b) a representation that such stockholder is a holder
of record of stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice, (c) a
description of all arrangements or understandings between such
stockholder 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 such stockholder, (d) such other
information regarding each nominee proposed by such stockholder as
would have been required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange
Commission had each nominee been nominated, or intended to be
nominated by the Board of Directors, and (e) the consent of each
nominee to serve as a director of the Corporation if so elected. The
chairman of the meeting may refuse to acknowledge the nomination of
any person not made in compliance with the foregoing procedures.
SECTION PLACE OF MEETINGS
6 The Board of Directors may hold its meetings at such place or
places, within or without the State of Delaware, as it may from time
to time determine. In the absence of any such determination, such
meetings shall be held at the principal business office of the
Corporation. Any meeting may be held upon direction to the Secretary
by the Chairman of the Board, or, in his absence, by the President
at any place, provided that notice of the place of such meeting,
whether regular or special, shall be given in the manner provided in
Section 9 of this Article.
SECTION REGULAR MEETINGS
7 Regular meetings of the Board of Directors shall be held on the
fourth Tuesday of each month or on such other date as a resolution
of the Board of Directors may designate. Any regular meeting of the
Board may be dispensed with upon order of the Board of Directors, or
by the Chairman of the Board, or, in his absence, the President if
notice thereof is given to each director at least one day prior to
the date scheduled for the meeting. If any day fixed for a regular
meeting shall be a legal holiday, then such meeting shall be held on
the next succeeding business day not a legal holiday. No notice
shall be required for any regular meeting of the Board, except that
notice of the place of such meeting shall be given (as provided in
Section 9 of this Article) if such meeting is to be held at a place
other than the principal business office of the Corporation.
SECTION SPECIAL MEETINGS
8 Special meetings of the Board of Directors shall be held whenever
called by the direction of the Chairman of the Board, the President,
an Executive Vice President, or a majority of the Board of Directors
then in office.
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SECTION NOTICE OF SPECIAL MEETINGS
9 Notice of the place, day and hour of every special meeting of the
Board of Directors shall be given by the Secretary or an Assistant
Secretary to each director at least twelve hours before the meeting,
by telephone, telegraph or cable, telecopier or e-mail, or by
delivery to him personally or to his residence or usual place of
business, or by mailing such notice at least three days before the
meeting, postage prepaid, to him at his last known post office
address according to the records of the Corporation. Except as
provided by statute, or by Section 3 of Article IV or Section 8 of
Article VII of these Bylaws, such notice need not state the business
to be transacted at any special meeting. No notice of any adjourned
meeting of the Board of Directors need be given. A meeting may be
held at any time without notice if all the directors are present or
if those not present waive notice of the meeting in accordance with
Section 6 of Article VII of these Bylaws.
SECTION QUORUM AND MANNER OF ACTING
10 A whole number of directors equal to at least a majority of the
total number of directors as determined by resolution in accordance
with Section 1 of this Article, regardless of any vacancies, shall
constitute a quorum for the transaction of business at any meeting
except to fill vacancies in accordance with Section 3 of this
Article, and the act of a majority of the directors present at any
meeting at which a quorum is present shall be the act of the Board
of Directors unless otherwise provided by statute or these Bylaws.
In the absence of a quorum, a majority of the directors present may
adjourn the meeting from time to time without further notice until a
quorum be had. At any such adjourned meeting at which a quorum shall
be present, any business may be transacted which might have been
transacted at the meeting as originally scheduled. The directors
present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum.
SECTION CHAIRMAN; SECRETARY
11 At each meeting of the Board of Directors, the Chairman of the Board
(if one is then in office) shall act as Chairman. If there is no
Chairman of the Board, or in the event of his absence or disability,
the President or in his absence or disability, one of the Executive
Vice Presidents, or in their absence, a director chosen by a
majority of the directors present, shall act as Chairman. The
Secretary, or in his absence or disability, an Assistant Secretary,
or any person appointed by the Chairman of the meeting, shall act as
Secretary of the meeting.
SECTION COMPENSATION
12 Each director except a director who is an active employee of the
Corporation in receipt of a salary shall be paid such sums as
director's fees as shall be fixed by the Board of Directors. Each
director may be reimbursed for all expenses incurred in attending
meetings of the Board of Directors and in transacting any business
on behalf of the Corporation as a director. Nothing in this Section
shall be construed to preclude a director from serving the
Corporation in any other capacity and receiving compensation
therefor.
SECTION DIRECTORS, OFFICERS AND STOCKHOLDERS INTERESTED IN TRANSACTIONS
13 No contract or other transaction between the Corporation and one or
more of its directors, officers or stockholders or between the
Corporation and any other corporation, firm, or association in which
one or more of the directors, officers and stockholders of the
Corporation are officers, partners, directors or stockholders shall
be either void or voidable (1) if the contract or other transaction
is approved at a meeting of the Board of Directors, or of a
committee having proper authority, by a majority of a quorum of
persons not so interested, or (2) if the contract or other
transaction is authorized or ratified at an annual or special
meeting of the stockholders, or (3) if the contract or other
transaction is just and reasonable to the Corporation at the time it
is made, authorized or ratified; provided, however, that this Bylaw
shall not operate or be deemed to make void or voidable any contract
or transaction which would not otherwise be void or voidable as a
matter of law, irrespective of the corporate action taken with
respect thereto.
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SECTION INDEMNITY
14 Each director, officer and employee, past or present, of the
Corporation, and each person who serves or may have served at the
request of the Corporation as a director, officer or employee of
another corporation and their respective heirs, administrators and
executors, shall be indemnified by the Corporation in accordance
with, and to the fullest extent provided by, the provisions of the
General Corporation Law of the State of Delaware as it may from time
to time be amended. Each agent of the Corporation and each person
who serves or may have served at the request of the Corporation as
an agent of another corporation, or as an employee or agent of any
partnership, joint venture, trust or other enterprise may, in the
discretion of the Board of Directors, be indemnified by the
Corporation to the same extent as provided herein with respect to
directors, officers and employees of the Corporation.
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Article III--Committees
SECTION COMMITTEES OF DIRECTORS
1 The Board of Directors may, by resolution passed by a majority of
the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. Such
resolution shall specify a designation by which a committee shall be
known, shall fix its powers and authority, and may fix the term of
office of its members. Any such committee, to the extent provided in
the resolution of the Board of Directors, or in the Bylaws of the
Corporation, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the
business and affairs of the Corporation, and may authorize the seal
of the Corporation to be affixed to all papers which may require it;
except as otherwise provided by statute.
SECTION REMOVAL; VACANCIES
2 The members of committees of directors shall serve at the pleasure
of the Board of Directors. Any member of a committee of directors
may be removed at any time and any vacancy in any such committee may
be filled by majority vote of the whole Board of Directors.
SECTION COMPENSATION
3 The Board of Directors may by resolution determine from time to time
the compensation, if any, including reimbursement for expenses, of
members of any committee of directors for services rendered to the
Corporation as a member of any such committee.
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Article IV--Officers
SECTION NUMBER
1 The officers of the Corporation shall be chosen by the Board of
Directors and shall be a President, one or more Vice Presidents, a
Secretary and a Treasurer. Officers of the Corporation may also
include a Chairman of the Board, a General Counsel, a Comptroller,
one or more Assistant Vice Presidents, Assistant Secretaries,
Assistant Treasurers, and Assistant Comptrollers. One or more
persons may hold any two of such offices. The Chairman of the Board
(if one is chosen) and the President shall be chosen from the Board
of Directors and one of them shall be designated by the Board of
Directors as the Chief Executive Officer of the Corporation. Subject
to the direction of the Board of Directors, the Chief Executive
Officer shall have general supervision of the business and affairs
of the Corporation and over its officers, employees and agents. He
shall have all powers and preform all duties incident to being Chief
Executive Officer of a corporation, and as are provided for him in
these Bylaws, and shall exercise such other powers and perform such
other duties as may be assigned to him by the Board of Directors.
The Board of Directors may also designate one or more of the Vice
Presidents as Executive Vice Presidents and one or more Vice
Presidents as Senior Vice Presidents.
SECTION ELECTION; TERM OF OFFICE AND QUALIFICATIONS
2 The officers shall be chosen annually by the Board of Directors at
its first regular meeting following the annual meeting of
stockholders and each shall hold office until the corresponding
meeting in the next year and until his successor shall have been
elected and shall qualify, or until his earlier death or resignation
or until he shall have been removed in the manner provided in
Section 3 of this Article. Any vacancy in any office shall be filled
for the unexpired portion of the term by the Board of Directors at
any regular or special meeting.
SECTION REMOVAL
3 Any officer may be removed from office, either with or without
cause, by a vote of the majority of the whole Board of Directors at
a special meeting called for that purpose, or at a regular meeting.
SECTION SALARIES
4 The Board of Directors shall have authority to determine any and all
salaries of employees of the Corporation. The Board may by
resolution authorize a committee of directors (none of whom shall be
an officer or employee of the Corporation) to fix any such salaries.
Salaries not determined by the Board of Directors, or by a committee
of directors, may be fixed by the Chief Executive Officer of the
Corporation.
SECTION THE CHAIRMAN OF THE BOARD
5 The Chairman of the Board shall preside at all meetings of the
stockholders and of the Board of Directors. He shall have all powers
and perform all duties incident to the office of a Chairman of the
Board of a corporation, and as are provided for him in these Bylaws,
and shall exercise such other powers and perform such other duties
as may be assigned to him by the Board of Directors. In the absence
or disability of the President, the Chairman of the Board shall
perform the duties and exercise the powers of the Chief Executive
Officer if the President has been so designated.
<PAGE>
Page
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- --
SECTION THE PRESIDENT
6 The President shall have all powers and perform all duties incident
to the office of the President as are provided for him in these
Bylaws and shall exercise such other powers and perform such other
duties as may be assigned to him by the Board of Directors. If there
is no Chairman of the Board or in the event of his absence or
disability, the President shall perform the duties and exercise the
powers of the Chairman of the Board, including those of Chief
Executive Officer if the Chairman of the Board has been so
designated.
SECTION THE VICE PRESIDENTS
7 The Vice Presidents shall have such powers and perform such duties
as are provided for them in these Bylaws and as may be assigned to
them, or any of them, by the Board of Directors or the Chief
Executive Officer. The Executive Vice Presidents (in order of first
designation as an Executive Vice President), in the absence or
disability of the President, shall perform all the duties of the
President and when so acting shall have the powers of the President.
During the absence of the President and all Executive Vice
Presidents, the available Senior Vice President (in order of first
designation as a Senior Vice President), or in the absence also of
all Senior Vice Presidents, the Vice President who is available and
was first elected a Vice President prior to all other available Vice
Presidents shall perform all the duties of the President and when so
acting shall have the powers of the President. A Vice President
performing the duties and exercising the powers of the President
shall perform the duties and exercise the powers of the Chief
Executive Officer if there is no Chairman of the Board or in the
event of the absence or disability of the Chairman of the Board.
SECTION THE GENERAL COUNSEL
8 The General Counsel shall be the chief legal officer of the
Corporation and shall have general responsibility for all legal
matters of the Corporation. He shall have such other powers and
perform such other duties as may be assigned to him by the Board of
Directors or the Chief Executive Officer.
SECTION THE ASSISTANT VICE PRESIDENTS
9 The Assistant Vice Presidents shall have such powers and perform
such duties as may be assigned to them, or any of them, by the Board
of Directors or the Chief Executive Officer.
SECTION THE SECRETARY
10 The Secretary shall keep, or cause to be kept in books provided for
the purpose, the minutes of the meeting of stockholders and of the
Board of Directors and any minutes of Committees of the Board of
Directors; shall see that all notices are duly given in accordance
with the provisions of these Bylaws and as required by statute;
shall be custodian of the records and of the corporate seal or seals
of the Corporation; and shall cause the corporate seal to be affixed
to any document the execution of which, on behalf of the
Corporation, under its seal, is duly authorized and when so affixed,
may attest the same. He shall have all powers and perform all duties
incident to the office of a secretary of a corporation and as are
provided for him in these Bylaws and shall exercise such other
powers and perform such other duties as may be assigned to him by
the Board of Directors or the Chief Executive Officer.
SECTION THE ASSISTANT SECRETARIES
11 In the absence or disability of the Secretary, the Assistant
Secretary designated by him shall perform all the duties of the
Secretary and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the Secretary. The Assistant
Secretaries shall exercise such powers and perform such duties as
are provided for them in these Bylaws and as may be assigned to
them, or any of them, by the Board of Directors, the Chief Executive
Officer or the Secretary.
<PAGE>
Page
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--
SECTION THE TREASURER
12 The Treasurer shall have general charge of and general
responsibility for all funds, securities, and receipts of the
Corporation and shall deposit, or cause to be deposited, in the name
of the Corporation, all moneys or other valuable effects in such
banks, trust companies or other depositories as shall from time to
time be designated in accordance with Section 3 of Article V of
these Bylaws. He shall have all powers and perform all duties
incident to the office of a treasurer of a corporation and as are
provided for him in these Bylaws and shall exercise such other
powers and perform such other duties as may be assigned to him by
the Board of Directors or the Chief Executive Officer.
SECTION THE ASSISTANT TREASURERS
13 In the absence or disability of the Treasurer, the Assistant
Treasurer designated by him shall perform all the duties of the
Treasurer and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the Treasurer. The Assistant
Treasurers shall exercise such powers and perform such duties as are
provided for them in these Bylaws and as may be assigned to them, or
any of them, by the Board of Directors, the Chief Executive Officer
or the Treasurer.
SECTION THE COMPTROLLER
14 The Comptroller shall have general charge and supervision of
financial reports; he shall maintain adequate records of all assets,
liabilities and transactions of the Corporation; he shall keep the
books and accounts and cause adequate audits thereof to be made
regularly; he shall exercise a general check upon the disbursements
of funds of the Corporation; and in general shall perform all duties
incident to the office of a comptroller of a corporation, and shall
exercise such other powers and perform such other duties as may be
assigned to him by the Board of Directors or the Chief Executive
Officer.
SECTION THE ASSISTANT COMPTROLLERS
15 In the absence or disability of the Comptroller, the Assistant
Comptroller designated by him shall perform all the duties of the
Comptroller and, when so acting, shall have all the powers of and be
subject to all the restrictions upon the Comptroller. The Assistant
Comptrollers shall exercise such other powers and perform such other
duties as from time to time may be assigned to them, or any of them,
by the Board of Directors, the Chief Executive Officer or the
Comptroller.
<PAGE>
Page
5-1
--
Article V--Authority to Act and Sign for the Corporation
SECTION CONTRACTS, AGREEMENTS, CHECKS AND OTHER INSTRUMENTS
1 Except as may be otherwise provided by statute or by the Board of
Directors, the Chairman of the Board, the President, each Executive
or Senior Vice President, the Secretary, the Treasurer, and each of
them, may make, sign, endorse, verify, acknowledge and deliver, in
the name and on behalf of the Corporation, all contracts,
agreements, checks, notes, drafts and other commercial paper, bonds,
assignments, bills of sale, releases, reports and all other
instruments and documents deemed necessary or advisable by the
officer or officers executing the same for carrying on the business
and affairs of the Corporation, subject, however, to Section 2 of
this Article relating to real estate transactions, to Section 6 of
this Article relating to stock certificates of the Corporation, to
Section 7 of this Article relating to execution of proxies and to
Section 8 of this Article relating to securities held by the
Corporation.
SECTION REAL ESTATE TRANSACTIONS
2 (a) The Board of Directors may authorize any officer, employee or
agent of the Corporation to sell, exchange, convey, mortgage, lease
or otherwise dispose of or encumber by easement, license or other
right any of the Corporation's interests in real property.
(b) The Chairman of the Board, the President or any Executive
Vice President may sell, exchange, convey, mortgage, lease or
otherwise dispose of or encumber by easement, license or other right
any of the Corporation's interests in real property; subject,
however, to the following limitation:
Any interest in real property, any pledge of an interest in
real property to secure a debt and any right affecting an interest
in real property shall be limited to an interest or right having a
fair market value of up to Two Million Dollars ($2,000,000.00).
(c) In a manner approved by the Chief Executive Officer, all of
the Corporation's interests in real property shall be classified as
Plant, Timberlands or Other real property.
(d) Any Senior Vice President or Division Manager may sell,
exchange, convey, lease or otherwise dispose of or encumber by
easement, license or other right any of the Corporation's interests
in real property classified as Timberlands or Other; subject,
however, to the following limitation:
Any interest in real property, and any right affecting an
interest in real property shall be limited to an interest or right
having a fair market value of up to Two Hundred Fifty Thousand
Dollars ($250,000.00), except that any Senior Vice President or
Division Manager may convey timber, trees or stumpage having a fair
market value of up to Five Hundred Thousand Dollars ($500,000.00).
(e) With respect to real property interests classified as
Timberlands or Other real property, subordinate managers who are
expressly designated to exercise such authority by a Division
Manager having general jurisdiction over such real property may
convey or grant the following:
(1) Timber, trees or stumpage having a fair market value of
not more than One Hundred Fifty Thousand Dollars ($150,000.00).
(2) Easement for a term of not more than five (5) years or
terminable by the Corporation on advance notice of not more than
thirty (30) days.
<PAGE>
Page
5-2
- --
(f) Any of the limitations set forth in this Section 2
notwithstanding;
(1) The Chairman of the Board, the President or any Executive
or Senior Vice President may lease on behalf of the Corporation, for
such consideration and duration and on such other terms and
conditions as such officer deems appropriate, any of the
Corporation's interest in real property classified as Timberlands or
Other real property for the purposes of exploration and mining for
coal, oil and gas and other minerals.
(2) The Chairman of the Board, the President, any Executive
or Senior Vice President or the Treasurer may sublet any office
space leased by the Corporation on such terms and conditions as such
officer deems appropriate.
(g) The Chairman of the Board, the President or any Executive Vice
President shall have authority to convey or grant on behalf of the
Corporation any interest in real property where the fair market value
of such interest or right is no greater than Two Hundred and Fifty
Thousand Dollars ($250,000.00) notwithstanding the lack of full
consideration. A Senior Vice President or a Division Manager shall have
authority to convey or grant on behalf of the Corporation any interest
in real property classified as Timberlands or Other property where the
fair market value of such interest or right is no greater than Twenty-
Five Thousand Dollars ($25,000) notwithstanding the lack of full
consideration.
(h) Any officer, employee or agent exercising any authority granted
under this Section may execute and deliver in the name and on behalf
of the Corporation any instrument deemed necessary or advisable by the
executing person to accomplish any such transition.
SECTION BANK ACCOUNTS; DEPOSITS; CHECKS, DRAFTS AND ORDERS ISSUED IN THE
CORPORATION'S NAME
3 Except as otherwise provided by the Board of Directors, any two of
the following officers: the Chairman of the Board, the President,
any Vice President, and the Treasurer may from time to time, (1)
open and keep in the name and on behalf of the Corporation, with
such banks, trust companies or other depositories as they may
designate, general and special bank accounts for the funds of the
Corporation, (2) terminate any such bank accounts and (3) select and
contract to rent and maintain safe deposit boxes with depositories
as they may designate and terminate such contracts and authorize
access to any safe deposit box by any two employees designated for
such purposes, at least one of whom shall be an officer, and revoke
such authority. Any such action by two of the officers as specified
above shall be made by an instrument in writing signed by such two
officers and filed with the Secretary. A copy of such instrument,
certified by the Secretary or an Assistant Secretary, shall be
evidence to all concerned that the designations or terminations
therein contained are duly authorized on behalf of the Corporation
at the time of the certification.
All funds and securities of the Corporation shall be deposited in
such banks, trust companies and other depositories as are
designated by the Board of Directors or by the aforesaid officers
in the manner hereinabove provided, and for the purpose of such
deposits, the Chairman of the Board, the President, any Vice
President, the Secretary, the Treasurer or an Assistant Treasurer,
and each of them, or any other person or persons authorized by the
Board of Directors, may endorse, assign and deliver checks, notes,
drafts, and other orders for the payment of money which are payable
to the Corporation.
<PAGE>
Page
5-3
--
Except as otherwise provided by the Board of Directors, all checks,
drafts or orders for the payment of money, drawn in the name of the
Corporation, may be signed by the Chairman of the Board, the
President, any Executive or Senior Vice President, the Secretary or
the Treasurer or by any other officers or any employees of the
Corporation who shall from time to time be designated to sign
checks, drafts, or orders on all accounts or on any specific account
of the Corporation by an "instrument of designation" signed by any
two of the following officers: the Chairman of the Board, the
President, any Executive or Senior Vice President, and the
Treasurer, and filed with the Secretary. The Secretary or any
Assistant Secretary shall make certified copies of such instruments
of designation and such certified copies shall be evidence to all
concerned of the authority of the persons designated therein at the
time of the certification. An instrument of designation may provide
for (1) the facsimile signature of any person authorized to sign by
such instrument or by this Section or (2) the revocation of
authority of any person (other than an officer named in this
Section) to sign checks, drafts or orders drawn in the name of the
Corporation.
The Treasurer shall report at least annually to the Board of
Directors the name of each depository and each account for the funds
of the Corporation, the balance of deposit in each account, and the
name of each employee authorized to sign checks thereon.
SECTION OPERATING AUTHORITY
4 The Chief Executive Officer shall designate divisions of the Company
and shall appoint Division Managers who shall serve at the pleasure
of the Chief Executive Officer and the Board of Directors. Each
Division Manager shall have such powers and perform such duties as
are necessary for, or incidental to, the conduct of all
manufacturing, producing, research, marketing and other operations
of his division, including the authority to hire employees for such
division, and the authority to execute and deliver on behalf of the
Corporation all contracts, agreements, purchase orders and other
similar instruments pertaining solely to the operation of his
division; except that such authority shall be subject to Section 3
concerning checks, drafts and orders issued in the name of the
Corporation and shall not extend to the disposal of the
Corporation's interest in real property unless such authority is
expressly granted by these Bylaws or by the Board of Directors. Such
Managers shall also have such other powers and shall perform such
other duties as shall be assigned to them by the Board of Directors
or by the Chief Executive Officer.
Any Vice President shall have the same authority as a Division
Manager with respect to his area of direct operational or
administrative responsibility.
SECTION DELEGATION OF AUTHORITY
5 The Board of Directors, the Chairman of the Board, the President or
any Executive Vice President or Senior Vice President may appoint
such attorneys and agents of the Corporation (who also may be
employees of the Corporation) as may be deemed desirable who shall
serve for such periods, have such powers, bear such titles and
perform such duties as the Board of Directors, the Chairman of the
Board, the President or an Executive Vice President or any Senior
Vice President may from time to time prescribe.
Except as otherwise specifically provided in Sections 2, 3, 6, 7 and
8 of Article V of these Bylaws, each officer and each Division
Manager may delegate to any employee the right and power to perform
any and all acts and to execute any and all documents to the extent
he has such right and power.
<PAGE>
Page
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- --
SECTION STOCK CERTIFICATES
6 All certificates of stock issued by the Corporation shall be
executed in accordance with Section 1 of Article VI of these Bylaws.
SECTION VOTING OF STOCK IN OTHER CORPORATIONS
7 Stock in other corporations, which may from time to time be held by
the Corporation, may be represented and voted at any meeting of
stockholders of such other corporation by proxy executed in the name
of the Corporation by the Chairman of the Board, the President, any
Executive Vice President or the Treasurer, with the corporate seal
affixed and attested by the Secretary.
SECTION SALE AND TRANSFER OF SECURITIES
8 The Chairman of the Board, the President or any Executive or Senior
Vice President, together with the Treasurer or the Secretary, are
authorized to sell, transfer, endorse and assign any and all shares
of stock, bonds and other securities owned by or standing in the
name of the Corporation.
The Chairman of the Board, the President, any Executive or Senior
Vice President, the Treasurer, or the Secretary, is authorized to
sell, transfer, endorse, and assign any and all securities owned by
or standing in the name of the Corporation, maturing within one year
of date of purchase, held for the short-term investment funds of the
Corporation. The executing officers or officer may execute and
deliver in the name and on behalf of the Corporation any instrument
deemed necessary or advisable by the executing officers or officer
to accomplish such transactions.
<PAGE>
Page
6-1
--
Article VI--Stock
SECTION CERTIFICATES OF STOCK
1 Each holder of stock shall be entitled to have a certificate or
certificates, certifying the number and kind of shares owned by him
in the Corporation signed by the Chairman of the Board, the
President or an Executive Vice President and the Secretary and
sealed with the seal of the Corporation. Where such certificate is
signed by a transfer agent and by a registrar, the signatures of
Corporation officers and the corporate seal may be facsimile,
engraved or printed. In case any officer who shall have signed, or
whose facsimile signature shall have been used on any such
certificate, shall cease to be such officer of the Corporation,
whether caused by death, resignation or otherwise, before such
certificate shall have been delivered by the Corporation, such
certificate shall nevertheless be deemed to have been adopted by the
Corporation and may be issued and delivered as though the person who
signed the same, or whose facsimile signature shall have been used
thereon, had not ceased to be such officer of the Corporation. The
certificates for shares of the capital stock of the Corporation
shall be in such forms as shall be approved by the Board of
Directors.
SECTION TRANSFER OF STOCK
2 Shares of stock shall be transferable only on the books of the
Corporation by the holder thereof, in person or by duly authorized
attorney, upon the surrender of the certificate, properly endorsed,
representing the shares to be transferred.
SECTION TRANSFER AGENTS AND REGISTRARS
3 The Corporation may have a transfer agent and a registrar of its
stock for different locations appointed by the Board of Directors
from time to time. The Board of Directors may direct that the
functions of transfer agent and registrar be combined and appoint a
single agency to perform both functions at one or more locations.
Duties of the transfer agent, registrar and combined agency may be
defined from time to time by the Board of Directors. No certificate
of stock shall be valid until countersigned by a transfer agent and
until registered by a registrar even if both functions are performed
by a single agency.
SECTION RECORD DATES
4 The Board of Directors shall have power to fix in advance a record
date to determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof or 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 and such record date shall not be more than
sixty nor less than ten days before the date of any meeting, nor
more than sixty days prior to any other action.
<PAGE>
Page
7-1
--
Article VII--Sundry Provisions
SECTION OFFICES
1 The Corporation's principal office, principal place of business, and
principal business office shall be at 299 Park Avenue, New York, New
York. In the State of Delaware the Corporation's registered office
shall be in the City of Wilmington, County of New Castle. The
Corporation may also have other offices at such other places as the
business of the Corporation may require.
SECTION SEAL
2 The corporate seal of the Corporation shall have inscribed thereon
the following words and figures: WESTVACO CORPORATION 1899
INCORPORATED DELAWARE. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise
reproduced. A duplicate seal or duplicate seals may be provided and
kept for the necessary purposes of the Corporation.
The adoption of this Bylaw shall not invalidate the corporate seals
formerly used by the Corporation in the following words: "WEST
VIRGINIA PULP AND PAPER COMPANY INCORPORATED UNDER THE LAWS OF
DELAWARE" or "WEST VIRGINIA PULP AND PAPER COMPANY INCORPORATED 1899
DELAWARE," and shall not affect in any way the validity of any
instrument which shall have been sealed with either of such seals
prior to the adoption of this Bylaw.
SECTION BOOKS AND RECORDS
3 The Board of Directors may determine from time to time whether, and,
if allowed, when and under what conditions and regulations, the
books and records of the Corporation, or any of them, shall be open
to the inspection of stockholders, and the rights of stockholders in
this respect are and shall be limited accordingly (except as
otherwise provided by statute). Under no circumstances shall any
stockholder have the right to inspect any book or record or receive
any statement for an improper or illegal purpose. Subject to the
provisions of statutes relating thereto, the books and records of
the Corporation may be kept outside the State of Delaware at such
places as may be from time to time designated by the Board of
Directors.
SECTION FISCAL YEAR
4 Unless otherwise ordered by the Board of Directors, the fiscal year
of the Corporation shall be twelve calendar months beginning on the
first day of November in each year.
SECTION INDEPENDENT PUBLIC ACCOUNTANTS
5 The Board of Directors shall appoint annually an independent public
accountant or firm of independent public accountants to audit the
books of the Corporation for each fiscal year; this appointment
shall be subject to shareholder ratification at the annual meeting
next succeeding the appointment.
SECTION WAIVER OF NOTICE
6 Any shareholder or director may waive any notice required to be
given by law or by the provisions of the Certificate of
Incorporation or by these Bylaws; provided that such waiver shall be
in writing and signed by such shareholder or director or by the duly
authorized attorney of the shareholder, either before or after the
meeting, notice of which is being waived.
<PAGE>
Page
7-2
- --
SECTION AUTHORIZATION TO TRANSACT BUSINESS
7 The Chairman of the Board or the President, together with the
Secretary, is authorized to qualify the Corporation as a foreign
corporation in any state of the United States or to withdraw such
qualification when deemed necessary and to appoint an agent or
agents to act on behalf of the Corporation in any state where the
Corporation qualifies to do business.
SECTION AMENDMENTS
8 The Board of Directors shall have power to make, alter and amend any
Bylaws of the Corporation by a vote of a majority of the whole Board
at any regular meeting of the Board of Directors, or any special
meeting of the Board if notice of the proposed Bylaw, alteration or
amendment be contained in the notice of such special meeting;
provided, however, that no Bylaw shall be deemed made, altered or
amended, by the Board of Directors unless the resolution authorizing
the same shall specifically state that a Bylaw is thereby being
made, altered or amended. Except as otherwise provided in these
Bylaws or the Certificate of Incorporation, the shareholders of the
Corporation may make, alter, amend or repeal any Bylaws of the
Corporation by the affirmative vote of the majority of the stock
entitled to vote at any annual or special meeting.
<PAGE>
November 1996
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