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BYLAWS
OF
SYNTHETECH, INC.
Originally adopted on: November 8, 1990
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CONTENTS
SECTION 1. OFFICES 1
SECTION 2. SHAREHOLDERS 1
2.1 Annual Meeting; Procedures 1
2.1.1 Annual Meeting 1
2.1.2 Procedures 1
2.2 Special Meetings 2
2.3 Place of Meeting; Conduct of Meeting 3
2.3.1 Place of Meeting 3
2.3.2 Conduct of Meeting 3
2.4 Notice of Meeting 3
2.5 Waiver of Notice 3
2.6 Fixing of Record Date for Determining
Shareholders 4
2.7 Shareholders' List 4
2.8 Quorum 5
2.9 Manner of Acting 5
2.10 Proxies 5
2.11 Voting of Shares 6
2.12 Voting for Directors 6
2.13 Action by Shareholders Without a Meeting 6
2.14 Voting of Shares by Corporations 6
2.14.1 Shares Held by Another
Corporation 6
2.14.2 Shares Held by the Corporation 7
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2.15 Acceptance or Rejection of Shareholder
Votes, Consents, Waivers and Proxy
Appointments 7
2.15.1 Documents Bearing Name of
Shareholders 7
2.15.2 Documents Bearing Name of Third
Parties 7
2.15.3 Rejection of Documents 8
SECTION 3. BOARD OF DIRECTORS 8
3.1 General Powers 8
3.2 Number, Tenure and Qualifications 8
3.3 Annual and Regular Meetings 9
3.4 Special Meetings 9
3.5 Meetings by Telecommunications 9
3.6 Notice of Special Meetings 9
3.6.1 Personal Delivery 9
3.6.2 Delivery by Mail 9
3.6.3 Delivery by Telegraph 10
3.6.4 Oral Notice 10
3.6.5 Notice by Facsimile Transmission 10
3.6.6 Notice by Private Courier 10
3.7 Waiver of Notice 10
3.7.1 Written Waiver 10
3.7.2 Waiver by Attendance 10
3.8 Quorum 11
3.9 Manner of Acting 11
3.10 Presumption of Assent 11
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3.11 Action by Board or Committees Without a
Meeting 11
3.12 Resignation 11
3.13 Removal 12
3.14 Vacancies 12
3.15 Minutes 12
3.16 Executive and Other Committees 13
3.16.1 Creation of Committees 13
3.16.2 Authority of Committees 13
3.16.3 Quorum and Manner of Acting 13
3.16.4 Minutes of Meetings 13
3.16.5 Resignation 13
3.16.6 Removal 14
3.17 Compensation 14
SECTION 4. OFFICERS 14
4.1 Number 14
4.2 Appointment and Term of Office 14
4.3 Resignation 15
4.4 Removal 15
4.5 Vacancies 15
4.6 Chair of the Board 15
4.7 President 15
4.8 Vice President 16
4.9 Secretary 16
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4.10 Treasurer 16
4.11 Salaries 17
SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS 17
5.1 Contracts 17
5.2 Loans to the Corporation 17
5.3 Loans to Directors 17
5.4 Checks, Drafts, Etc. 17
5.5 Deposits 17
SECTION 6. CERTIFICATES FOR SHARES AND THEIR
TRANSFER 18
6.1 Issuance of Shares 18
6.2 Escrow for Shares 18
6.3 Certificates for Shares 18
6.4 Stock Records 18
6.5 Restriction on Transfer 19
6.5.1 Securities Laws 19
6.5.2 Other Restrictions 19
6.6 Transfer of Shares 19
6.7 Lost or Destroyed Certificates 19
6.8 Transfer Agent and Registrar 19
6.9 Officer Ceasing to Act 19
6.10 Fractional Shares 20
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SECTION 7. BOOKS AND RECORDS 20
SECTION 8. FISCAL YEAR 20
SECTION 9. SEAL 20
SECTION 10. INDEMNIFICATION 20
10.1 Directors and Officers 20
10.2 Officers, Employees and Other Agents 20
10.3 No Presumption of Bad Faith 20
10.4 Advances of Expenses 21
10.5 Enforcement 21
10.6 Nonexclusivity of Rights 22
10.7 Survival of Rights 22
10.8 Insurance 22
10.9 Amendments to Law 22
10.10 Savings Clause 22
10.11 Certain Definitions 23
SECTION 11. AMENDMENTS 24
SECTION 12. CONTROL SHARE ACQUISITION STATUTE 24
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BYLAWS
OF
SYNTHETECH, INC.
SECTION 1. OFFICES
The principal office of the Corporation shall be located at
the principal place of business or such other place as the
Board of Directors (the "Board") may designate. The
Corporation may have such other offices, either within or
without the State of Oregon, as the Board may designate or as
the business of the Corporation may require from time to time.
SECTION 2. SHAREHOLDERS
2.1 Annual Meeting; Procedures
2.1.1 Annual Meeting
The annual meeting of the shareholders shall be held the 15th
day of July in each year, or on such other day as shall be
fixed by resolution of the Board, at the principal office of
the Corporation or such other place as fixed by the Board, for
the purpose of electing Directors and transacting such other
business as may properly come before the meeting. If the day
fixed for the annual meeting is a legal holiday at the place
of the meeting, the meeting shall be held on the next
succeeding business day. At any time prior to the commencement
of the annual meeting, the Board may postpone the annual
meeting for a period of up to 120 days from the date fixed for
such meeting in accordance with this Section.
2.1.2 Procedures
Only such business shall be conducted at an annual meeting of
shareholders as shall have been properly brought before the
meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the
Board, (b) otherwise properly brought before the meeting by or
at the direction of the Board, or (c) otherwise properly
brought before the meeting by a shareholder. For business to
be properly brought before an annual meeting by a shareholder,
the shareholder must have given timely notice thereof in
writing to the Secretary. To be timely, a shareholder's
notice must be delivered to or mailed and received at the
principal office of the corporation not less than 60 days nor
more than 90 days 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 changed by
more than thirty (30) calendar days from such anniversary
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date, notice by the shareholder to be timely must be so
received not later than the close of business on the tenth
(10th) calendar day following the earlier of the day on which
notice of the date of the meeting was mailed or public
disclosure was made. A shareholder's notice to the Secretary
shall set forth (a) as to each matter the shareholder proposes
to bring before the annual meeting, a brief description of the
business proposed to be brought before the annual meeting, the
language of the proposal, if appropriate, and the reasons for
conducting such business at the annual meeting, (b) the name
and address, as they appear on the corporation's books, of the
shareholder proposing such business, (c) a representation that
the shareholder is entitled to vote at such meeting and a
statement of the class and number of shares of the corporation
which are beneficially owned by the shareholder, (d) any
material interest of the shareholder in such business, and
(e) a representation that the shareholder intends to appear in
person or by proxy at the meeting to present the business
specified in the notice. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at any
annual meeting except in accordance with the procedures set
forth in this Section 2.1.2. The Board or the Chair of the
meeting shall, if the facts warrant, determine (i) that a
proposal does not constitute proper business to be transacted
at the meeting, or (ii) that business was not properly brought
before the meeting in accordance with the provisions of this
Section 2.1.2, and, if it is so determined, in either case,
any such business shall not be transacted. The procedures set
forth in this Section 2.1 for business to be properly brought
before an annual meeting by a shareholder are in addition to,
and not in lieu of, the requirements set forth in Rule 14a-8
under Section 14 of the Securities Exchange Act of 1934, as
amended, or any successor provision.
2.2 Special Meetings
The Board, the President or the Chair of the Board may call
special meetings of the shareholders for any purpose. At any
special meeting of the shareholders, only such business as is
specified in the notice of such special meeting given by or at
the direction of the Board, the President or the Chair of the
Board, in accordance with Section 2.4 hereof, shall come
before such meeting. The holders of not less than one-tenth
of all the outstanding shares of the Corporation entitled to
vote on any issue proposed to be considered at the proposed
special meeting, if they date, sign and deliver to the
Corporation's Secretary a written demand for a special meeting
setting forth (a) as to each matter the shareholder proposes
to bring before the meeting, a brief description of the
business proposed to be brought before the meeting, the
language of the proposal, if appropriate, and the reasons for
conducting such business at the meeting, (b) the name and
address, as they appear on the corporation's books, of the
shareholder proposing such business, (c) a representation that
the shareholder is entitled to vote at such meeting and a
statement of the class and number of shares of the corporation
which are beneficially owned by the shareholder, (d) any
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material interest of the shareholder in such business, and
(e) a representation that the shareholder intends to appear in
person or by proxy at the meeting to present the business
specified in the notice.
2.3 Place of Meeting; Conduct of Meeting
2.3.1 Place of Meeting
All meetings shall be held at the principal office of the
Corporation or at such other place as designated by the Board.
2.3.2 Conduct of Meeting
The Chair of the meeting shall have the authority to adopt
such rules for the conduct of any annual or special meeting of
shareholders as he or she may deem necessary or appropriate to
facilitate orderly meetings.
2.4 Notice of Meeting
2.4.1 The Corporation shall cause to be delivered to
each shareholder entitled to notice of or to vote at an annual
or special meeting of shareholders, either personally or by
mail, not less than ten (10) nor more than sixty (60) days
before the meeting, written notice stating the date, time and
place of the meeting and, in the case of a special meeting,
the purpose(s) for which the meeting is called.
2.4.2 Notice to a shareholder of an annual or special
shareholder meeting shall be in writing. Such notice, if in
comprehensible form, is effective (a) when mailed, if it is
mailed postpaid and is correctly addressed to the
shareholder's address shown in the Corporation's current
record of shareholders; or (b) when received by the
shareholder, if it is delivered by telegraph, facsimile
transmission or private courier.
2.4.3 If an annual or special shareholders' meeting is
adjourned to a different date, time or place, notice need not
be given of the new date, time or place if the new date, time
or place is announced at the meeting before adjournment,
unless a new record date for the adjourned meeting is or must
be fixed under Section 2.6.1 of these bylaws or the Oregon
Business Corporation Act.
2.5 Waiver of Notice
2.5.1 Whenever any notice is required to be given to any
shareholder under the provisions of these Bylaws, the Articles
of Incorporation or the Oregon Business Corporation Act, a
waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time
stated therein, and delivered to the Corporation for inclusion
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in the minutes for filing with the corporate records, shall be
deemed equivalent to the giving of such notice.
2.5.2 The attendance of a shareholder at a meeting
waives objection to lack of, or defect in, notice of such
meeting or of consideration of a particular matter at the
meeting, unless the shareholder, at the beginning of the
meeting or prior to consideration of such matter, objects to
holding the meeting, transacting business at the meeting, or
considering the matter when presented at the meeting.
2.6 Fixing of Record Date for Determining Shareholders
2.6.1 For the purpose of determining shareholders
entitled to notice of, or to vote at, any meeting of
shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other purpose,
the Board may fix in advance a date as the record date for any
such determination. Such record date shall be not more than
seventy (70) days, and in case of a meeting of shareholders,
not less than ten (10) days, prior to the date on which the
particular action requiring such determination is to be taken.
If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting, or
to receive payment of a dividend, the date on which the notice
of meeting is mailed or on which the resolution of the Board
declaring such dividend is adopted, as the case may be, shall
be the record date for such determination. Such determination
shall apply to any adjournment of the meeting, provided such
adjournment is not set for a date more than 120 days after the
date fixed for the original meeting.
2.6.2 The record date for the determination of
shareholders entitled to demand a special shareholder meeting
shall be the date the first shareholder signs the demand.
2.7 Shareholders' List
2.7.1 Beginning two (2) business days after notice of a
meeting of shareholders is given, a complete alphabetical list
of the shareholders entitled to notice of such meeting shall
be made, arranged by voting group, and within each voting
group by class or series, with the address of and number of
shares held by each shareholder. This record shall be kept on
file at the Corporation's principal office or at a place
identified in the meeting notice in the city where the meeting
will be held. On written demand, this record shall be subject
to inspection by any shareholder at any time during normal
business hours. Such record shall also be kept open at such
meeting for inspection by any shareholder.
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2.7.2 A shareholder may, on written demand, copy the
shareholders' list at such shareholder's expense during
regular business hours, provided that:
a. Such shareholder's demand is made in good
faith and for a proper purpose;
b. Such shareholder has described with
reasonable particularity his/her/its purpose in the written
demand; and
c. The shareholders' list is directly
connected with such shareholder's purpose.
2.8 Quorum
A majority of the votes entitled to be cast on a matter at a
meeting by a voting group, represented in person or by proxy,
shall constitute a quorum of that voting group for action on
that matter at a meeting of the shareholders. If a quorum is
not present for a matter to be acted upon, a majority of the
shares represented at the meeting may adjourn the meeting from
time to time without further notice. If the necessary quorum
is present or represented at a reconvened meeting following
such an adjournment, any business may be transacted that might
have been transacted at the meeting as originally called. The
shareholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
2.9 Manner of Acting
2.9.1 If a quorum exists, action on a matter (other than
the election of Directors) by a voting group is approved if
the votes cast within the voting group favoring the action
exceed the votes cast opposing the action, unless the
affirmative vote of a greater number is required by these
Bylaws, the Articles of Incorporation or the Oregon Business
Corporation Act.
2.9.2 If a matter is to be voted on by a single group,
action on that matter is taken when voted upon by that voting
group. If a matter is to be voted on by two or more voting
groups, action on that matter is taken only when voted upon by
each of those voting groups counted separately. Action may be
taken by one voting group on a matter even though no action is
taken by another voting group entitled to vote on such matter.
2.10 Proxies
A shareholder may vote by proxy executed in writing by the
shareholder or by his or her attorney-in-fact. Such proxy
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shall be effective when received by the Secretary or other
officer or agent authorized to tabulate votes at the meeting.
A proxy shall become invalid eleven (11) months after the date
of its execution, unless otherwise expressly provided in the
proxy. A proxy for a specified meeting shall entitle the
holder thereof to vote at any adjournment of such meeting but
shall not be valid after the final adjournment thereof.
2.11 Voting of Shares
Each outstanding share entitled to vote shall be entitled to
one vote upon each matter submitted to a vote at a meeting of
shareholders.
2.12 Voting for Directors
Each shareholder may vote, in person or by proxy, the number
of shares owned by such shareholder that are entitled to vote
at an election of Directors, for as many persons as there are
Directors to be elected and for whose election such shares
have a right to vote. Unless otherwise provided in the
Articles of Incorporation, Directors are elected by a
plurality of the votes cast by shares entitled to vote in the
election at a meeting at which a quorum is present.
2.13 Action by Shareholders Without a Meeting
Any action which could be taken at a meeting of the
shareholders may be taken without a meeting if a written
consent setting forth the action so taken is signed by all
shareholders entitled to vote with respect to the subject
matter thereof. The action shall be effective on the date on
which the last signature is placed on the consent, or at such
earlier or later time as is set forth therein. Such written
consent, which shall have the same force and effect as a
unanimous vote of the shareholders, shall be inserted in the
minute book as if it were the minutes of a meeting of the
shareholders.
2.14 Voting of Shares by Corporations
2.14.1 Shares Held by Another Corporation
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the bylaws of such
other corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may
determine; provided, however, such shares are not entitled to
vote if the Corporation owns, directly or indirectly, a
majority of the shares entitled to vote for directors of such
other corporation.
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2.14.2 Shares Held by the Corporation
Authorized but unissued shares shall not be voted or counted
for determining whether a quorum exists at any meeting or
counted in determining the total number of outstanding shares
at any given time. Notwithstanding the foregoing, shares of
its own stock held by the Corporation in a fiduciary capacity
may be counted for purposes of determining whether a quorum
exists, and may be voted by the Corporation.
2.15 Acceptance or Rejection of Shareholder Votes,
Consents, Waivers and Proxy Appointments
2.15.1 Documents Bearing Name of Shareholders
If the name signed on a vote, consent, waiver or proxy
appointment corresponds to the name of a shareholder, the
Secretary or other agent authorized to tabulate votes at the
meeting may, if acting in good faith, accept such vote,
consent, waiver or proxy appointment and give it effect as the
act of the shareholder.
2.15.2 Documents Bearing Name of Third Parties
If the name signed on a vote, consent, waiver or proxy
appointment does not correspond to the name of its
shareholder, the Secretary or other agent authorized to
tabulate votes at the meeting may nevertheless, if acting in
good faith, accept such vote, consent, waiver or proxy
appointment and give it effect as the act of the shareholder
if:
a. The shareholder is an entity and the name
signed purports to be that of an officer or an agent of the
entity;
b. The name signed purports to be that of an
administrator, executor, guardian or conservator representing
the shareholder and, if the Secretary or other agent requests,
acceptable evidence of fiduciary status has been presented;
c. The name signed purports to be that of a
receiver or trustee in bankruptcy of the shareholder, and, if
the Secretary or other agent requests, acceptable evidence of
this status has been presented;
d. The name signed purports to be that of a
pledgee, beneficial owner or attorney-in-fact of the
shareholder and, if the Secretary or other agent requests,
acceptable evidence of the signatory's authority to sign has
been presented; or
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e. Two or more persons are the shareholder as
cotenants or fiduciaries and the name signed purports to be
the name of at least one of the co-owners and the person
signing appears to be acting on behalf of all co-owners.
2.15.3 Rejection of Documents
The Secretary or other agent authorized to tabulate votes at
the meeting is entitled to reject a vote, consent, waiver or
proxy appointment if such agent, acting in good faith, has
reasonable basis for doubt about the validity of the signature
on it or about the signatory's authority to sign for the
shareholder.
SECTION 3. BOARD OF DIRECTORS
3.1 General Powers
The business and affairs of the Corporation shall be managed
by the Board, except as may be otherwise provided in these
Bylaws, the Articles of Incorporation or the Oregon Business
Corporation Act.
3.2 Number, Tenure and Qualifications
The Board shall consist of no less than six (6) and no more
than seven (7) Directors, the specific number to be set by
resolution of the Board. The number of Directors may be
changed from time to time by amendment to these Bylaws, but no
decrease in the number of Directors shall shorten the term of
any incumbent Director. The Board shall be divided into three
classes, with each class to contain at least two members and
to be as nearly equal in number as possible, but no decrease
in the number of such classes shall the effect of shortening
the term of any incumbent Director. At the 1997 annual
meeting of shareholders, the Directors of Class 1 shall be
elected for a term expiring at the 1998 annual meeting of
shareholders, and the Directors of Class 2 shall be elected
for a term expiring at the 1999 annual meeting of shareholders
and the Directors of Class 3 shall be elected for a term
expiring at the 2000 annual meeting of shareholders.
Commencing in 1998, and at each annual meeting of shareholders
thereafter, the successors to the class of Directors whose
terms expire at that meeting shall be elected to hold office
for a term of three (3) years, and each Director shall serve
for the term he or she was elected or until his or her
successor shall have been elected and qualified or until his
or her death, resignation, or removal from office. Directors
need not be shareholders of the corporation or residents of
the State of Oregon.
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3.3 Annual and Regular Meetings
An annual Board meeting shall be held without further notice
immediately after and at the same place as the annual meeting
of shareholders.
By resolution the Board, or any committee thereof, may specify
the time and place for holding regular meetings thereof
without other notice than such resolution.
3.4 Special Meetings
Special meetings of the Board or any committee designated by
the Board may be called by or at the request of the President
or any member of the Board of Directors and, in the case of
any special meeting of any committee designated by the Board,
or by the Chair thereof. The person or persons authorized to
call special meetings may fix any place either within or
without the State of Oregon as the place for holding any
special Board or committee meeting called by them.
3.5 Meetings by Telecommunications
Members of the Board or any committee designated by the Board
may participate in a meeting of such Board or committee by use
of any means of communication by which all persons
participating may simultaneously hear each other during the
meeting. Participation by such means shall be deemed presence
in person at the meeting.
3.6 Notice of Special Meetings
Notice of a special Board or committee meeting stating the
date, time and place of the meeting shall be given to a
Director in writing or orally by telephone or in person as set
forth below. Neither the business to be transacted at, nor
the purpose of, any special meeting need be specified in the
notice of such meeting.
3.6.1 Personal Delivery
If delivery is by personal service, the notice shall be
effective if delivered at such address at least one day before
the meeting.
3.6.2 Delivery by Mail
If notice is delivered by mail, the notice shall be deemed
effective if deposited in the official government mail at
least five days before the meeting properly addressed to a
Director at his or her address shown on the records of the
Corporation with postage prepaid.
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3.6.3 Delivery by Telegraph
If notice is delivered by telegraph, the notice shall be
deemed effective if the content thereof is delivered to the
telegraph company by such time that the telegraph company
guarantees delivery at least one day before the meeting.
3.6.4 Oral Notice
If notice is delivered orally, by telephone or in person, the
notice shall be effective if personally given to a Director at
least one day before the meeting.
3.6.5 Notice by Facsimile Transmission
If notice is delivered by facsimile transmission, the notice
shall be deemed effective if the content thereof is
transmitted to the office of a Director, at the facsimile
number shown on the records of the Corporation, at least one
day before the meeting, and receipt is either confirmed by
confirming transmission equipment or acknowledged by the
receiving office.
3.6.6 Notice by Private Courier
If notice is delivered by private courier, the notice shall be
deemed effective if delivered to the courier, properly
addressed and prepaid, by such time that the courier
guarantees delivery at least one day before the meeting.
3.7 Waiver of Notice
3.7.1 Written Waiver
Whenever any notice is required to be given to any Director
under the provisions of these Bylaws, the Articles of
Incorporation or the Oregon Business Corporation Act, a waiver
thereof in writing, executed at any time, specifying the
meeting for which notice is waived, signed by the person or
persons entitled to such notice, and filed with the minutes or
corporate records, shall be deemed equivalent to the giving of
such notice.
3.7.2 Waiver by Attendance
The attendance of a Director at a Board or committee meeting
shall constitute a waiver of notice of such meeting, unless
the Director, at the beginning of the meeting, or promptly
upon such Director's arrival, objects to holding the meeting
or transacting any business thereat and does not thereafter
vote for or assent to action taken at the meeting.
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3.8 Quorum
A majority of the number of Directors fixed by or in the
manner provided by these Bylaws shall constitute a quorum for
the transaction of business at any Board meeting.
3.9 Manner of Acting
The act of the majority of the Directors present at a Board or
committee meeting at which there is a quorum shall be the act
of the Board or committee, unless the vote of a greater number
is required by these Bylaws, the Articles of Incorporation or
the Oregon Business Corporation Act.
3.10 Presumption of Assent
A Director of the Corporation present at a Board or committee
meeting at which action on any corporate matter is taken shall
be deemed to have assented to the action taken unless such
Director objects at the beginning of the meeting, or promptly
upon such Director's arrival, to holding the meeting or
transacting business at the meeting; or such Director's
dissent is entered in the minutes of the meeting; or such
Director delivers a written notice of dissent or abstention to
such action with the presiding officer of the meeting before
the adjournment thereof; or such Director forwards such notice
by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. A Director
who voted in favor of such action may not thereafter dissent
or abstain.
3.11 Action by Board or Committees Without a Meeting
Any action which could be taken at a meeting of the Board or
of any committee appointed by the Board may be taken without a
meeting if a written consent setting forth the action so taken
is signed by each Director or by each committee member. The
action shall be effective when the last signature is placed on
the consent, unless the consent specifies an earlier or later
date. Such written consent, which shall have the same effect
as a unanimous vote of the Directors or such committee, shall
be inserted in the minute book as if it were the minutes of a
Board or committee meeting.
3.12 Resignation
Any Director may resign at any time by delivering written
notice to the Chair of the Board, the Board, or to the
registered office of the Corporation. Such resignation shall
take effect at the time specified in the notice, or if no time
is specified, upon delivery. Unless otherwise specified
therein, the acceptance of such resignation shall not be
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necessary to make it effective. Once delivered, a notice of
resignation is irrevocable unless revocation is permitted by
the Board.
3.13 Removal
One or more members of the Board (including the entire Board)
may be removed at a meeting of shareholders called expressly
for that purpose, provided that the notice of such meeting
states that the purpose, or one of the purposes, of the
meeting is such removal. A member of the Board may be removed
with or without cause, unless the Articles of Incorporation
permit removal for cause only, by a vote of the holders of a
majority of the shares then entitled to vote on the election
of the Director(s). A Director may be removed only if the
number of votes cast to remove the Director exceeds the number
of votes cast to not remove the Director. If a Director is
elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote
to remove such Director.
3.14 Vacancies
Any vacancy occurring on the Board, including a vacancy
resulting from an increase in the number of Directors, may be
filled by the shareholders, by the Board, by the affirmative
vote of a majority of the remaining Directors though less than
a quorum of the Board, or by a sole remaining Director. A
Director elected to fill a vacancy shall be elected for the
unexpired term of his or her predecessor in office; except
that the term of a Director elected by the Board to fill a
vacancy expires at the next shareholders' meeting at which
Directors are elected. Any Directorship to be filled by
reason of an increase in the number of Directors may be filled
by the affirmative vote of a majority of the number of
Directors fixed by the Bylaws prior to such increase for a
term of office continuing only until the next election of
Directors by the shareholders. Any Directorship not so filled
by the Directors shall be filled by election at the next
annual meeting of shareholders or at a special meeting of
shareholders called for that purpose. If the vacant
Directorship is filled by the shareholders and was held by a
Director elected by a voting group of shareholders, then only
the holders of shares of that voting group are entitled to
vote to fill such vacancy. A vacancy that will occur at a
specific later date by reason of a resignation effective at
such later date or otherwise may be filled before the vacancy
occurs, but the new Director may not take office until the
vacancy occurs.
3.15 Minutes
The Board shall keep minutes of its meetings and shall cause
them to be recorded in books kept for that purpose.
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3.16 Executive and Other Committees
3.16.1 Creation of Committees
The Board, by resolution adopted by a majority of the number
of Directors fixed in the manner provided by these Bylaws, may
appoint standing or temporary committees, including an
Executive Committee, from its own number and consisting of no
less than two (2) Directors. The Board may invest such
committee(s) with such powers as it may see fit, subject to
such conditions as may be prescribed by the Board, these
Bylaws, the Articles of Incorporation and the Oregon Business
Corporation Act.
3.16.2 Authority of Committees
Each committee shall have and may exercise all of the
authority of the Board to the extent provided in the
resolution of the Board designating the committee and any
subsequent resolutions pertaining thereto and adopted in like
manner, except that no such committee shall have the authority
to: (a) authorize distributions, except as may be permitted
by Section 3.16.2(g) of these Bylaws; (b) approve or propose
to shareholders actions required by the Oregon Business
Corporation Act to be approved by shareholders; (c) fill
vacancies on the Board or any committee thereof; (d) adopt,
amend or repeal these Bylaws; (e) amend the Articles of
Incorporation pursuant to the Oregon Business Corporation Act;
(f) approve a plan of merger not requiring shareholder
approval; (g) authorize or approve reacquisition of shares,
except within limits prescribed by the Board; or (h) authorize
or approve the issuance or sale or contract for sale of
shares, or determine the designation of relative rights,
preferences and limitations of a class or series of shares,
except that Board may authorize a committee or an officer of
the Corporation to do so within limits prescribed by the
Board.
3.16.3 Quorum and Manner of Acting
A majority of the number of Directors composing any committee
of the Board, as established and fixed by resolution of the
Board, shall constitute a quorum for the transaction of
business at any meeting of such committee.
3.16.4 Minutes of Meetings
All committees so appointed shall keep regular minutes of
their meetings and shall cause them to be recorded in books
kept for that purpose.
3.16.5 Resignation
Any member of any committee may resign at any time by
delivering written notice thereof to the Board, the Chair of
the Board or the Corporation. Any such resignation shall take
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effect at the time specified in the notice, or if no time is
specified, upon delivery. Unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to
make it effective. Once delivered, a notice of resignation is
irrevocable unless revocation is permitted by the Board.
3.16.6 Removal
The Board may remove from office any member of any committee
elected or appointed by it, but only by the affirmative vote
of not less than a majority of the number of Directors fixed
by or in the manner provided by these Bylaws.
3.17 Compensation
By Board resolution, Directors and committee members may be
paid their expenses, if any, of attendance at each Board or
committee meeting, or a fixed sum for attendance at each Board
or committee meeting, or a stated salary as Director or a
committee member, or a combination of the foregoing. No such
payment shall preclude any Director or committee member from
serving the Corporation in any other capacity and receiving
compensation therefor.
SECTION 4. OFFICERS
4.1 Number
The Officers of the Corporation shall be a President and a
Secretary, each of whom shall be appointed by the Board. One
or more Vice Presidents, a Treasurer and such other Officers
and assistant Officers, including a Chair of the Board, may be
appointed by the Board; such Officers and assistant Officers
to hold office for such period, have such authority and
perform such duties as are provided in these Bylaws or as may
be provided by resolution of the Board. Any Officer may be
assigned by the Board any additional title that the Board
deems appropriate. The Board may delegate to any Officer or
agent the power to appoint any such subordinate Officers or
agents and to prescribe their respective terms of office,
authority and duties. Any two or more offices may be held by
the same person.
4.2 Appointment and Term of Office
The Officers of the Corporation shall be appointed annually by
the Board at the Board meeting held after the annual meeting
of the shareholders. If the appointment of Officers is not
made at such meeting, such appointment shall be made as soon
thereafter as a Board meeting conveniently may be held.
Unless an Officer dies, resigns, or is removed from office, he
or she shall hold office until the next annual meeting of the
Board or until his or her successor is appointed.
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4.3 Resignation
Any Officer may resign at any time by delivering written
notice to the Corporation. Any such resignation shall take
effect at the time specified in the notice, or if no time is
specified, upon delivery. Unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to
make it effective. Once delivered, a notice of resignation is
irrevocable unless revocation is permitted by the Board.
4.4 Removal
Any Officer or agent appointed by the Board may be removed by
the Board, with or without cause, but such removal shall be
without prejudice to the contract rights, if any, of the
person so removed. Appointment of an Officer or agent shall
not of itself create contract rights.
4.5 Vacancies
A vacancy in any office because of death, resignation,
removal, disqualification, creation of a new office or any
other cause may be filled by the Board for the unexpired
portion of the term, or for a new term established by the
Board. If a resignation is made effective at a later date,
and the Corporation accepts such future effective date, the
Board may fill the pending vacancy before the effective date,
if the Board provides that the successor does not take office
until the effective date.
4.6 Chair of the Board
If appointed, the Chair of the Board shall perform such duties
as shall be assigned to him or her by the Board from time to
time and shall preside over meetings of the Board and
shareholders unless another Officer is appointed or designated
by the Board as Chair of such meeting.
4.7 President
The President shall be the chief executive Officer of the
Corporation unless some other Officer is so designated by the
Board, shall preside over meetings of the Board and
shareholders in the absence of a Chair of the Board and,
subject to the Board's control, shall supervise and control
all of the assets, business and affairs of the Corporation.
The President shall have authority to sign deeds, mortgages,
bonds, contracts, or other instruments, except when the
signing and execution thereof have been expressly delegated by
the Board or by these Bylaws to some other Officer or agent of
the Corporation, or are required by law to be otherwise signed
or executed by some other Officer or in some other manner. In
general, the President shall perform all duties incident to
<PAGE>
the office of President and such other duties as are
prescribed by the Board from time to time.
4.8 Vice President
In the event of the death of the President or his or her
inability to act, the Vice President (or if there is more than
one Vice President, the Vice President who was designated by
the Board as the successor to the President, or if no Vice
President is so designated, the Vice President first appointed
to such office) shall perform the duties of the President,
except as may be limited by resolution of the Board, with all
the powers of and subject to all the restrictions upon the
President. Vice Presidents shall have, to the extent
authorized by the President or the Board, the same powers as
the President to sign deeds, mortgages, bonds, contracts or
other instruments. Vice Presidents shall perform such other
duties as from time to time may be assigned to them by the
President or by the Board.
4.9 Secretary
The Secretary shall: (a) prepare and keep the minutes of
meetings of the shareholders and the Board in one or more
books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these Bylaws
or as required by law; (c) be responsible for custody of the
corporate records and seal of the corporation; (d) keep
registers of the post office address of each shareholder and
Director; (e) have general charge of the stock transfer books
of the Corporation; (f) sign, with the President or other
Officer authorized by the President or the Board, deeds,
mortgages, bonds, contracts or other instruments; and (g) in
general perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned to
him or her by the President or by the Board. In the absence
of the Secretary, an Assistant Secretary may perform the
duties of the Secretary.
4.10 Treasurer
If required by the Board, the Treasurer shall give a bond for
the faithful discharge of his or her duties in such amount and
with such surety or sureties as the Board shall determine.
The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the Corporation;
receive and give receipts for moneys due and payable to the
Corporation from any source whatsoever, and deposit all such
moneys in the name of the Corporation in banks, trust
companies or other depositories selected in accordance with
the provisions of these Bylaws; and in general perform all of
the duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him or her by
the President or by the Board. In the absence of the
Treasurer, an Assistant Treasurer may perform the duties of
the Treasurer.
<PAGE>
4.11 Salaries
The salaries of the Officers shall be fixed from time to time
by the Board or by any person or persons to whom the Board has
delegated such authority. No Officer shall be prevented from
receiving such salary by reason of the fact that he or she is
also a Director of the Corporation.
SECTION 5. CONTRACTS, LOANS, CHECKS AND DEPOSITS
5.1 Contracts
The Board may authorize any Officer or Officers, or agent or
agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation.
Such authority may be general or confined to specific
instances.
5.2 Loans to the Corporation
No loans shall be contracted on behalf of the Corporation and
no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board. Such
authority may be general or confined to specific instances.
5.3 Loans to Directors
The Corporation shall not lend money to or guarantee the
obligation of a Director unless: (a) the particular loan or
guarantee is approved by a majority of the votes represented
by the outstanding voting shares of all classes, voting as a
single voting group, excluding the votes of the shares owned
by or voted under the control of the benefited Director; or
(b) the Board determines that the loan or guarantee benefits
the Corporation and either approves the specific loan or
guarantee or a general plan authorizing the loans and
guarantees. The fact that a loan or guarantee is made in
violation of this provision shall not affect the borrower's
liability on the loan.
5.4 Checks, Drafts, Etc.
All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such Officer or Officers,
or agent or agents, of the Corporation and in such manner as
is from time to time determined by resolution of the Board.
5.5 Deposits
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the
Board may select.
<PAGE>
SECTION 6. CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Issuance of Shares
No shares of the Corporation shall be issued unless authorized
by the Board, which authorization shall include the maximum
number of shares to be issued and the consideration to be
received for each share. Before the Corporation issues
shares, the Board shall determine that the consideration
received or to be received for such shares is adequate. Such
determination by the Board shall be conclusive insofar as the
adequacy of consideration for the issuance of shares relates
to whether the shares are validly issued, fully paid and
nonassessable.
6.2 Escrow for Shares
The Board may authorize the placement in escrow of shares
issued for a contract for future services or benefits or a
promissory note, or may authorize other arrangements to
restrict the transfer of shares, and may authorize the
crediting of distributions in respect of such shares against
their purchase price, until the services are performed, the
note is paid or the benefits received. If the services are
not performed, the note is not paid, or the benefits are not
received, the Board may cancel, in whole or in part, such
shares placed in escrow or restricted and such distributions
credited.
6.3 Certificates for Shares
Certificates representing shares of the Corporation shall be
in such form as shall be determined by the Board. Such
certificates shall be signed by any two of the following
officers: the Chair of the Board, the President, any Vice
President, the Treasurer, the Secretary or any Assistant
Secretary. Any or all of the signatures on a certificate may
be facsimiles if the certificate is manually signed on behalf
of a transfer agent or a registrar other than the Corporation
itself or an employee of the Corporation. All certificates
shall be consecutively numbered or otherwise identified.
6.4 Stock Records
The stock transfer books shall be kept at the registered
office or principal place of business of the Corporation or at
the office of the Corporation's transfer agent or registrar.
The name and address of each person to whom certificates for
shares are issued, together with the class and number of
shares represented by each such certificate and the date of
issue thereof, shall be entered on the stock transfer books of
the Corporation. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to
be the owner thereof for all purposes.
<PAGE>
6.5 Restriction on Transfer
6.5.1 Securities Laws
Except to the extent that the Corporation has obtained an
opinion of counsel acceptable to the Corporation that transfer
restrictions are not required under applicable securities
laws, or has otherwise satisfied itself that such transfer
restrictions are not required, all certificates representing
shares of the Corporation shall bear conspicuously on the
front or back of the certificate a legend or legends
describing the restriction or restrictions.
6.5.2 Other Restrictions
In addition, the front or back of all certificates shall
include conspicuous written notice of any further restrictions
which may be imposed on the transferability of such shares.
6.6 Transfer of Shares
Transfer of shares of the Corporation shall be made only on
the stock transfer books of the Corporation pursuant to
authorization or document of transfer made by the holder of
record thereof or by his or her legal representative, who
shall furnish proper evidence of authority to transfer, or by
his or her attorney-in-fact authorized by power of attorney
duly executed and filed with the Secretary of the Corporation.
All certificates surrendered to the Corporation for transfer
shall be cancelled and no new certificate shall be issued
until the former certificates for a like number of shares
shall have been surrendered and cancelled.
6.7 Lost or Destroyed Certificates
In the case of a lost, destroyed or mutilated certificate, a
new certificate may be issued therefor upon such terms and
indemnity to the Corporation as the Board may prescribe.
6.8 Transfer Agent and Registrar
The Board may from time to time appoint one or more Transfer
Agents and one or more Registrars for the shares of the
Corporation, with such powers and duties as the Board shall
determine by resolution.
6.9 Officer Ceasing to Act
In case any officer who has signed or whose facsimile
signature has been placed upon a stock certificate shall have
ceased to be such officer before such certificate is issued,
<PAGE>
it may be issued by the Corporation with the same effect as if
the signer were such officer at the date of its issuance.
6.10 Fractional Shares
The Corporation shall not issue certificates for fractional
shares.
SECTION 7. BOOKS AND RECORDS
The Corporation shall keep correct and complete books and
records of account, stock transfer books, minutes of the
proceedings of its shareholders and Board and such other
records as may be necessary or advisable.
SECTION 8. FISCAL YEAR
The fiscal year of the Corporation shall be the twelve month
period ending on March 31 of each year, provided that if a
different fiscal year is at any time selected for purposes of
federal income taxes, the fiscal year shall be the year so
selected.
SECTION 9. SEAL
The seal of the Corporation shall consist of the name of the
Corporation, the year of its incorporation and the state of
its incorporation.
SECTION 10. INDEMNIFICATION
10.1 Directors and Officers
The Corporation shall indemnify its directors and officers to
the fullest extent not prohibited by law.
10.2 Officers, Employees and Other Agents
The Corporation shall have the power to indemnify its
officers, employees and other agents to the fullest extent not
prohibited by law.
10.3 No Presumption of Bad Faith
The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best
interests of this Corporation, or, with respect to any
criminal proceeding, that the person had reasonable cause to
believe that the conduct was unlawful.
<PAGE>
10.4 Advances of Expenses
The expenses incurred by a director or officer in any
proceeding shall be paid by the Corporation in advance at the
written request of the director or officer, if the director or
officer:
10.4.1 Furnishes the Corporation a written affirmation
of such person's good faith belief that such person is
entitled to be indemnified by the Corporation; and
10.4.2 Furnishes the Corporation a written undertaking
to repay such advance to the extent that it is ultimately
determined by a court that such person is not entitled to
be indemnified by the Corporation. Such advances shall
be made without regard to the person's ability to repay
such expenses and without regard to the person's ultimate
entitlement to indemnification under this Bylaw or
otherwise.
10.5 Enforcement
Without the necessity of entering into an express contract,
all rights to indemnification and advances under this Bylaw
shall be deemed to be contractual rights and be effective to
the same extent and as if provided for in a contract between
the Corporation and the director or officer who serves in such
capacity at any time while this Bylaw and any other applicable
law, if any, are in effect. Any right to indemnification or
advances granted by this Bylaw to a director or officer shall
be enforceable by or on behalf of the person holding such
right in any court of competent jurisdiction if (a) the claim
for indemnification or advances is denied, in whole or in
part, or (b) no disposition of such claim is made within
ninety (90) days of request thereof. The claimant in such
enforcement action, if successful in whole or in part, shall
be entitled to be also paid the expense of prosecuting the
claim. It shall be a defense to any such action (other than
an action brought to enforce a claim for expenses incurred in
connection with any proceeding in advance of its final
disposition when the required affirmation and undertaking have
been tendered to the Corporation) that the claimant has not
met the standards of conduct which makes it permissible under
the law for the Corporation to indemnify the claimant, but the
burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel or its shareholders) to
have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the
circumstances because the claimant has met the applicable
standard of conduct, nor an actual determination by the
Corporation (including its Board of Directors, independent
legal counsel or its shareholders) that the claimant has not
met such applicable standard of conduct, shall be a defense to
<PAGE>
the action or create a presumption that the claimant has not
met the applicable standard of conduct.
10.6 Nonexclusivity of Rights
The rights conferred on any person by this Bylaw shall not be
exclusive of any other right which such person may have or
hereafter acquire under any statute, provision of articles of
incorporation, bylaws, agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in the
person's official capacity and as to action in another
capacity while holding office. The Corporation is
specifically authorized to enter into individual contracts
with any or all of its directors, officers, employees or
agents respecting indemnification and advances to the fullest
extent not prohibited by law.
10.7 Survival of Rights
The rights conferred on any person by this Bylaw shall
continue as to a person who has ceased to be a director,
officer, employee or other agent and shall inure to the
benefit of the heirs, executors and administrators of such a
person.
10.8 Insurance
To the fullest extent not prohibited by law, the Corporation,
upon approval by the Board of Directors, may purchase
insurance on behalf of any person required or permitted to be
indemnified pursuant to this Bylaw.
10.9 Amendments to Law
For purposes of this Bylaw, the meaning of "law" within the
phrase "to the fullest extent not prohibited by law" shall
include, but not be limited to, the Oregon Business
Corporation Act, as the same exists on the date hereof or as
it may be amended; provided, however, that in the case of any
such amendment, such amendment shall apply only to the extent
that it permits the Corporation to provide broader
indemnification rights than the Act permitted the Corporation
to provide prior to such amendment.
10.10 Savings Clause
If this Bylaw or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, the
Corporation shall indemnify each director, officer or other
agent to the fullest extent permitted by any applicable
portion of this Bylaw that shall not have been invalidated, or
by any other applicable law.
<PAGE>
10.11 Certain Definitions
For the purposes of this Section, the following definitions
shall apply:
10.11.1 The term "proceeding" shall be broadly construed
and shall include, without limitation, the investigation,
preparation, prosecution, defense, settlement and appeal of
any threatened, pending or completed action, suit or
proceeding, whether brought in the right of the Corporation or
otherwise and whether civil, criminal, administrative or
investigative, in which the director or officer may be or may
have been involved as a party or otherwise by reason of the
fact that the director or officer is or was a director or
officer of the Corporation or is or was serving at the request
of the Corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or
other enterprise.
10.11.2 The term "expenses" shall be broadly construed
and shall include, without limitation, all costs, charges and
expenses (including fees and disbursements of attorneys,
accountants and other experts) actually and reasonably
incurred by a director or officer in connection with any
proceeding, all expenses of investigations, judicial or
administrative proceedings or appeals, and any expenses of
establishing a right to indemnification under these Bylaws,
but shall not include amounts paid in settlement, judgments or
fines.
10.11.3 "Corporation" shall mean Synthetech, Inc., and
any successor corporation thereof.
10.11.4 Reference to a "director," "officer," "employee"
or "agent" of the Corporation shall include, without
limitation, situations where such person is serving at the
request of the Corporation as a director, officer, employee,
trustee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
10.11.5 References to "other enterprises" shall include
employee benefit plans. References to "fines" shall include
any excise taxes assessed on a person with respect to any
employee benefit plan. References to "serving at the request
of the Corporation" shall include any service as a director,
officer, employee or agent of the Corporation which imposes
duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan,
its participants, or beneficiaries. A person who acted in
good faith and in a manner the person reasonably believed to
be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation"
as referred to in this Bylaw.
<PAGE>
SECTION 11. AMENDMENTS
These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by the Board at any regular or special
meeting of the Board; provided, however, that the
shareholders, in amending or repealing a particular Bylaw, may
provide expressly that the Board may not amend or repeal that
Bylaw. The shareholders may also make, alter, amend and
repeal the Bylaws of the Corporation at any annual meeting or
at a special meeting called for that purpose. All Bylaws made
by the Board may be amended, repealed, altered or modified by
the shareholders at any regular or special meeting called for
that purpose.
SECTION 12. CONTROL SHARE ACQUISITION STATUTE
The provisions of ORS 60.801-60.816 shall apply fully to the
acquisition of shares of the Corporation.
The foregoing Bylaws were adopted by the Incorporator of the
Corporation on November 8, 1990.
