NEWMARKET CORPORATION
BYLAWS
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(As amended and restated, effective August 6, 2015)I. MEETING OF SHAREHOLDERS
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1.
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Places of Meetings.
All meetings of the shareholders shall be held at the
principal office of the Corporation in the City of Richmond, Virginia, or at such
other place, either within or without the Commonwealth of Virginia, as may, from
time to time, be fixed by the Board of Directors.
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2.
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Annual Meetings.
The annual meeting of the shareholders, for the election
of directors and transaction of such other business as may come before the meeting,
shall be held in each year on the fourth Thursday in April, at 11:00 a.m., Richmond,
Virginia time, or at such other date and at such other time as the Board of
Directors of the Corporation may designate from time to time.
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3.
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Special Meetings.
Special meetings of shareholders for any purpose or
purposes may be called at any time by the Chairman of the Board, the Vice Chairman
of the Board who is most senior in service with the Corporation, the Chief Executive
Officer or by a majority of the Board of Directors. At a special meeting no business
shall be transacted and no corporate action shall be taken other than that stated in
the notice of the meeting.
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4.
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Notice of Meetings.
Notice of the time and place of every meeting of the
shareholders shall be mailed at least ten (10) days and not more than sixty (60)
days previous thereto to each shareholder of record entitled to vote at the meeting,
who shall have furnished a written address to the Secretary of the Corporation. Such
further notice shall be given as may be required by law.
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5.
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Quorum.
Any number of shareholders together holding at least a majority
of the outstanding shares of capital stock entitled to vote in respect to the
business to be transacted, who shall be present in person or represented by proxy at
any meeting duly called, shall constitute a quorum for the transaction of business.
If less than a quorum shall be in attendance at the time for which a meeting shall
have been called, the meeting may be adjourned from time to time until a quorum is
obtained without notice other than by announcement at the meeting (a) by the
chairman of such meeting or (b) by a majority of the shareholders present or
represented by proxy.
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6.
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Voting.
At any meeting of the shareholders each shareholder of a class
entitled to vote on the matters coming before the meeting shall have one vote, in
person or by proxy, for each share of capital stock standing in his or her name on
the books of the Corporation at the time of such meeting or on any date fixed by the
Board of Directors not exceeding seventy (70) days prior to the meeting.
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a.
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Written Authorization
. A shareholder or a
shareholders duly authorized attorney-in-fact may execute a writing
authorizing another person or persons to act for him or her as proxy.
Execution may be accomplished by the shareholder or such shareholders duly
authorized attorney-in-fact or authorized officer, director, employee or agent
signing such writing or causing such shareholders signature to be affixed to
such writing by any reasonable means including, but not limited to, by
facsimile signature.
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b.
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Electronic Authorization
. The President or the
Secretary may approve procedures to enable a shareholder or a shareholders
duly authorized attorney-in-fact to authorize another person or persons to act
for him or her as proxy by transmitting or authorizing the transmission of an
electronic transmission, as defined in the Virginia Stock Corporation Act, to
the person who will be the holder of the proxy or to a proxy solicitation
firm, proxy support service organization or like agent duly authorized by the
person who will be the holder of the proxy to receive such transmission,
provided that any such transmission must either set forth or be submitted with
information from which the inspectors of election can determine that the
transmission was authorized by the shareholder or the shareholders duly
authorized attorney-in-fact. If it is determined that such transmission s are
valid, the inspectors shall specify the information upon which they relied.
Any copy, facsimile telecommunication or other reliable reproduction of the
writing or transmission created pursuant to this
Section 6(b)
may be
substituted or used in lieu of the original writing or transmission for any
and all purposes for which the original writing or transmission could be used,
provided that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or
transmission.
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7.
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Voting List.
The officer or agent having charge of the stock transfer
books for shares of the Corporation shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, with the address of and the number of
shares held by each. Such list, for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered office of the Corporation or at its
principal place of business or at the office of its transfer agent or registrar and
shall be subject to inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder during the whole
time of the meeting. The original stock transfer books shall be prima facie evidence
as to who are the shareholders entitled to examine such list or transfer books or to
vote at any meeting of shareholders. If the requirements of this section have not
been substantially complied with, the meeting shall, on the demand of any
shareholder in person or by proxy, be adjourned until the requirements are complied
with.
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a.
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Annual Meetings of Shareholders
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i.
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Nominations of persons for election to the
Board of Directors of the Corporation and the proposal of business to
be considered by the shareholders may be made at an annual meeting of
shareholders only (A) pursuant to the Corporations notice of meeting,
(B) by or at the direction of the Board of Directors or (C) by any
shareholder of the Corporation who was a shareholder of record of the
Corporation who is entitled to vote at the meeting at the time the
notice provided for in this section is delivered to the Secretary of
the Corporation and who complies with the notice procedures set forth
in this section.
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ii.
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For nominations or other business to be
properly brought before an annual meeting by a shareholder pursuant to
clause (C) of paragraph (a)(i) of this
Section 8
, the
shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation and any such proposed business other than
the nomination of persons for election to the Board of Directors must
constitute a proper matter for shareholder action. To be timely a
shareholders notice shall be delivered to the Secretary at the
principal office of the Corporation not later than the close of
business on the ninetieth day nor earlier than the close of business on
the one hundred twentieth day prior to the first anniversary of the
preceding years annual meeting; provided, however, that in the event
that the date of the annual meeting is more than thirty (30) days
before or more than seventy (70) days after such anniversary date,
notice by the shareholder must be so delivered not earlier than the
close of business on the one hundred twentieth day prior to such annual
meeting and not later than the close of business on the later of the
ninetieth day prior to such annual meeting or the tenth 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 or postponement of an annual meeting
commence a new time period (or extend any time period) for the giving
of a shareholders notice as described above. Such shareholders notice
shall set forth: (A) as to each person whom the shareholder proposes to
nominate for election as a director all information relating to such
person that is required to be disclosed in solicitations of proxies for
election of directors in an election contest, or is otherwise required
in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the Exchange Act) (and such persons written
consent to being named in the proxy statement as a nominee and to
serving as such a director if elected); (B) as to any other business
that the shareholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting,
the text of the proposal or business (including the text of any
resolutions proposed for consideration and in the event that such
business includes a proposal to amend the Bylaws of the Corporation,
the language of the proposed amendment), the reasons for conducting
such business at the meeting and any material interest in such business
of such shareholder and of the beneficial owner, if any, on whose
behalf the proposal is made; and (C) as to the shareholder giving the
notice and the beneficial owner, if any, on whose behalf the nomination
or proposal is made (1) the name and address of such shareholder, as
they appear on the Corporations books, and of such beneficial owner,
(2) the class and number of shares of capital stock of the Corporation
that are owned beneficially and of record by such shareholder and such
beneficial owner, (3) a representation that the shareholder 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 propose
such business or nomination, and (4) a representation whether the
shareholder or the beneficial owner, if any, intends or is part of a
group that intends (a) to deliver a proxy statement and/or form of
proxy to holders of at least the percentage of the Corporations
outstanding capital stock required to approve or adopt the proposal or
elect the nominee and/or (b) otherwise to solicit proxies from
shareholders in support of such proposal or nomination. The foregoing
notice requirements shall be deemed satisfied by a shareholder if the
shareholder has notified the Corporation of his intention to present a
proposal at an annual meeting in compliance with Rule 14a-8 (or any
successor thereto) promulgated under the Exchange Act and such
shareholders proposal has been included in a proxy statement that has
been prepared by the Corporation to solicit proxies for such annual
meeting. The Corporation may require any proposed nominee to furnish
such other information as it may reasonably require to determine the
eligibility of such proposed nominee to serve as a director of the
Corporation.
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iii.
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Notwithstanding anything in the second sentence
of paragraph (a)(ii) of this section to the contrary, in the event that
the number of directors to be elected to the Board of Directors of the
Corporation at an annual meeting is increased and there is no public
announcement by the Corporation naming the nominees for the additional
directorships at least one hundred days prior to the first anniversary
of the preceding years annual meeting, a shareholders notice required
by this section shall also be considered timely, but only with respect
to nominees for the additional directorships, if it shall be delivered
to the Secretary at the principal office of the Corporation not later
than the close of business on the tenth day following the day on which
such public announcement is first made by the Corporation.
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b.
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Special Meetings of Shareholders
. Only such business
shall be conducted at a special meeting of shareholders as shall have been
brought before the meeting pursuant to the Corporations notice of meeting.
Nominations of persons for election to the Board of Directors may be made at a
special meeting of shareholders at which directors are to be elected pursuant
to the Corporations notice of meeting (i) by or at the direction of the Board
of Directors or (ii) provided that the Board of Directors has determined that
directors shall be elected at such meeting, by any shareholder of the
Corporation who is a shareholder of record at the time the notice provided for
in this section is delivered to the Secretary of the Corporation, who is
entitled to vote at the meeting and upon such election and who complies with
the notice procedures set forth in this section. In the event the Corporation
calls a special meeting of shareholders for the purpose of electing one or
more directors to the Board of Directors, any such shareholder entitled to
vote in such election of directors may nominate a person or persons, as the
case may be, for election to such position(s) as specified in the
Corporations notice of meeting, if the shareholders notice required by
paragraph (a)(ii) of this section is delivered to the Secretary at the
principal office of the Corporation not earlier than the close of business on
the one hundred twentieth day prior to such special meeting, and not later
than the close of business on the later of the ninetieth day prior to such
special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In
no event shall the public announcement of an adjournment or postponement of a
special meeting commence a new time period (or extend any time period) for
giving a shareholders notice as described above.
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i.
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Only such persons who are nominated in
accordance with the procedures set forth in this section shall be
eligible at an annual or special meeting of shareholders of the
Corporation to serve as directors and only such business shall be
conducted at a meeting of shareholders as shall have been brought
before the meeting in accordance with the procedures set forth in this
section. Except as otherwise provided by law, the Chairman of the
meeting shall have the power and duty (A) to determine whether a
nomination or any business proposed to be brought before the meeting
was made or proposed, as the case may be, in accordance with the
procedures set forth in this section (including whether the shareholder
or beneficial owner, if any, on whose behalf the nomination or proposal
is made solicited (or is part of a group which solicited) or did not so
solicit, as the case may be, proxies in support of such shareholders
nominee or proposal in compliance with such shareholders
representation as required by clause (a)(ii)(C) of this section and (B)
to declare that such nomination shall be disregarded or that such
proposed business shall not be transacted. Notwithstanding the
foregoing provisions of this section, if the shareholder (or a
designated representative of the shareholder) does not appear at the
annual or special meeting of shareholders of the Corporation to present
a nomination or business, such nomination shall be disregarded and such
proposed business shall not be transacted, notwithstanding that proxies
in respect of such vote may have been received by the Corporation.
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ii.
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For purposes of this section, public
announcement shall include 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.
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iii.
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Notwithstanding the foregoing provisions of
this section, a shareholder 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.
Nothing in this section shall be deemed to affect any rights (A) of
shareholders to request inclusion of proposals in the Corporations
proxy statement pursuant to Rule 14a-8 under the Exchange Act or (B) of
the holders of any series of preferred stock to elect directors
pursuant to any applicable provisions of the Articles of Incorporation.
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9.
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Inspectors.
An appropriate number of inspectors for any meeting of
shareholders shall be appointed by the Chairman of such meeting. Inspectors so
appointed will open and close the polls, will receive and take charge of proxies and
ballots, and will decide all questions as to the qualifications of voters, validity
of proxies and ballots, and the number of votes properly cast.
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1.
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General Powers.
The property, affairs and business of the Corporation
shall be managed under the direction of the Board of Directors, and except as
otherwise expressly provided by law or by the Articles of Incorporation, all of the
powers of the Corporation shall be vested in such Board.
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2.
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Number of Directors.
The Board of Directors shall be seven (7) in number.
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3.
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Election of Directors.
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a.
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Directors shall be elected at the annual meeting of
shareholders and shall hold their offices until their successors are elected.
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b.
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Each director shall be elected by a majority of the votes
cast with respect to that directors election at any meeting of shareholders
for the election of directors at which a quorum is present; provided that if
the number of nominees exceeds the number of directors to be elected, the
directors shall be elected by the vote of a plurality of the shares
represented in person or by proxy at any such meeting and entitled to vote on
the election of directors. For purposes of this Section, a majority of votes
cast means that the number of shares voted for a director exceeds the number
of shares voted against that director (with abstentions and broker
non-votes not counted as votes cast either for or against any directors
election). Promptly following certification of the shareholder vote in an
election as to which majority voting applies, any incumbent director who fails
to receive the affirmative vote of the majority of the votes cast shall tender
his or her resignation to the Board of Directors for consideration by the
Board of Directors. The Nominating and Corporate Governance Committee will
make a recommendation to the Board of Directors as to whether to accept or
reject the tendered resignation, or whether other action should be taken. The
Board of Directors will act on the tendered resignation, taking into account
the Nominating and Governance Committees recommendation, and publicly
disclose (by press release, a filing with the Securities and Exchange
Commission or other broadly disseminated means of communication) its decision
regarding the tendered resignation and, if such resignation is rejected, the
rationale behind the decision within 90 days from the date of the
certification of the election results. The Nominating and Governance
Committee in making its recommendation and the Board of Directors in making
its decision may each consider any factors that they consider appropriate and
relevant. The director who tenders his or her resignation shall not
participate in the deliberations or decisions of the Nominating and Governance
Committee or the Board of Directors with respect to his or her resignation.
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c.
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Any director may be removed from office by a majority of the
votes entitled to be cast at an election of directors of the voting group or
voting groups by which such director was elected.
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d.
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Any vacancy occurring in the Board of Directors may be filled
by the affirmative vote of the majority of the remaining directors though less
than a quorum of the Board of Directors.
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e.
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A majority of the number of directors fixed by these Bylaws
shall constitute a quorum for the transaction of business. The act of a
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
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4.
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Meetings of Directors.
Meetings of the Board of Directors shall be held
at places within or without the Commonwealth of Virginia and at times fixed by
resolution of the Board, or upon call by the Chairman by the Board, the Vice
Chairman of the Board who is most senior in service with the Corporation or the
Chief Executive Officer. The Secretary or officer performing the Secretarys duties
shall give not less than twenty-four (24) hours notice by letter, telegraph,
telephone or, if given in a manner agreed to by the director, electronic
transmission, as defined in the Virginia Stock Corporation Act, of all meetings of
the directors, provided that notice need not be given of regular meetings held at
times and places fixed by resolution of the Board. Meetings may be held at any time
without notice if all of the directors are present, or if those not present waive
notice in writing either before or after the meeting. Directors may be allowed by
resolution of the Board, a reasonable fee and expenses for attendance of all
meetings.
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1.
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Executive Committee.
The Board of Directors shall, by vote of a majority
of the number of directors fixed by these Bylaws, designate an Executive Committee
,
which shall consist of three or more directors, including the Chairman of the Board,
any Vice Chairman of the Board and the Chief Executive Officer. The members of the
Executive Committee shall serve until their successors are designated by the Board
of Directors, until they resign, until removed or until the Executive Committee is
dissolved by the Board of Directors. All vacancies which may occur in the Executive
Committee shall be filled by the Board of Directors.
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2.
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General Powers of the Executive Committee.
When the Board of Directors is
not in session, the Executive Committee shall have all power vested in the Board of
Directors by law, except as otherwise provided in the Virginia Stock Corporation
Act. The Executive Committee shall report at the next regular or special meeting of
the Board of Directors all action which the Executive Committee may have taken on
behalf of the Board since the last regular or special meeting of the Board of
Directors.
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3.
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Meetings of the Executive Committee.
Meetings of the Executive Committee
shall be held at such places and at such times fixed by resolution of the Committee,
or upon call by the Chairman of the Executive Committee, the Chairman of the Board,
the Vice Chairman of the Board most senior in service with the Corporation or the
Chief Executive Officer. Not less than twelve (12) hours notice shall be given by
letter, telegraph, telephone or, if given in a manner agreed to by the Committee
member, electronic transmission, as defined in the Virginia Stock Corporation Act,
of all meetings of the Executive Committee, provided that notice need not be given
of regular meetings held at times and places fixed by resolution of the Committee
and that meetings may be held at any time without notice if all of the members of
the Committee are present or if those not present waive notice in writing either
before or after the meeting. A majority of the members of the Executive Committee
then serving shall constitute a quorum for the transaction of business at any
meeting.
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4.
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Compensation Committee.
The Board of Directors shall designate a
Compensation Committee, which shall consist of three or more directors each of whom
shall satisfy the independence requirements of the New York Stock Exchange (the
Exchange) as then in effect. Vacancies in the Compensation Committee shall be
filled by the Board of Directors with directors meeting the requirements set forth
above, giving consideration to continuity of the Compensation Committee, and members
shall be subject to removal by the Board at any time. The Compensation Committee
shall fix its own rules of procedure and a majority of the members serving shall
constitute a quorum. The responsibilities of the Compensation Committee shall be set
forth in such Committees charter as approved by the Board of Directors.
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5.
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Audit Committee.
The Board of Directors shall designate an Audit
Committee, which shall consist of three or more directors each of whom shall satisfy
the independence requirements of the Exchange as then in effect. Vacancies in the
Audit Committee shall be filled by the Board of Directors with directors meeting the
requirements set forth above, giving consideration to continuity of the Audit
Committee, and members shall be subject to removal by the Board at any time. The
Audit Committee shall fix its own rules of procedure and a majority of the members
serving shall constitute a quorum. The responsibilities of the Audit Committee shall
be set forth in such Committees charter as approved by the Board of Directors.
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6.
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Nominating and Governance Committee.
The Board of Directors shall
designate a Nominating and Governance Committee, which shall consist of three or
more directors each of whom shall satisfy the independence requirements of the
Exchange as then in effect. Vacancies in the Nominating and Governance Committee
shall be filled by the Board of Directors with directors meeting the requirements
set forth above, giving consideration to continuity of the Committee, and members
shall be subject to removal by the Board at any time. The Committee shall fix its
own rules of procedure and a majority of the members serving shall constitute a
quorum. The responsibilities of the Nominating and Governance Committee shall be set
forth in such Committees charter as approved by the Board of Directors.
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7.
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Other Committees of Board.
The Board of Directors, by resolution duly
adopted, may establish such other committees of the Board having limited authority
in the management of the affairs of the Corporation as it may deem advisable and the
members, terms and authority of such committees shall be as set forth in the
resolutions establishing the same.
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8.
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Management Committees.
The Chief Executive Officer of the Corporation
from time to time may delegate to the Executive Committee or any other committee of
the Board of Directors, or to such committees as he may establish for the purpose,
such of his management functions as Chief Executive Officer as he may deem advisable
in the best interest of the Corporation. The members, terms, authority and
procedures of such committees in exercising management functions shall be as
designated by the Chief Executive Officer. When exercising management functions so
delegated, reports as to action taken by such committees need not be submitted to
the Board except where the Chief Executive Officer deems it advisable as a matter of
general information.
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1.
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Election.
The officers of the Corporation shall consist of a President,
one or more Vice Presidents (any one or more of whom may be designated as Executive
Vice Presidents or Senior Vice Presidents), a Secretary and a Treasurer. In
addition, such other officers as are provided for in Section 3 of this Article may
from time to time be elected by the Board of Directors.
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All officers shall hold office until the next annual meeting of the Board of Directors
or until their successors are elected. The Chief Executive Officer shall be chosen
from among the directors. Any two officers may be combined in the same person as the
Board of Directors may determine. The Board of Directors shall, from time to time,
designate any officer as the Chief Executive Officer, the Chief Operating Officer
and/or the Chief Administrative Officer.
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2.
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Removal of Officers; Vacancies
. Any officer of the Corporation may be
removed summarily with or without cause, at any time by a resolution passed at any
meeting by affirmative vote of a majority of the number of directors fixed by these
Bylaws. Vacancies may be filled at any meeting of the Board of Directors.
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3.
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Other Officers.
Other officers may from time to time be elected by the
Board, including one or more Assistant Secretaries and Assistant Treasurers, and one
or more Divisional Presidents and Divisional Vice Presidents (any one or more of
whom may be designated as Divisional Executive Vice Presidents or Divisional Senior
Vice Presidents).
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4.
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Duties.
The officers of the Corporation shall have such duties as
generally pertain to their offices, respectively, as well as such powers and duties
as are hereinafter provided and as from time to time shall be conferred by the Board
of Directors. The Board of Directors may require any officer to give such bond for
the faithful performance of his duties as the Board may see fit.
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5.
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Duties of the Chairman of the Board.
The Chairman of the Board shall be
chosen from among the directors. He shall serve as Chairman of the Executive
Committee. He shall preside at all meetings of the shareholders, the Board of
Directors and the Executive Committee. In the event of the Chairman of the Boards
temporary absence or disability and the absence or disability of the Vice Chairman
of the Board, the Chairman of the Board shall have the power to designate any
Director to preside at any or all meetings of the shareholders or the Board of
Directors. The Chairman of the Board, the Vice Chairman of the Board or, in the
event of the Chairman of the Boards temporary absence or disability and the absence
or disability of the Vice Chairman of the Board, the Director designated by the
Chairman of the Board shall have the authority to adjourn meetings of shareholders
from time to time in his discretion without notice to the shareholders other than by
announcement at the meeting. If the Chairman of the Board is an officer of the
Corporation, he may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts, or other instruments, except in cases where the signing
and the execution thereof shall be expressly delegated by the Board of Directors or
by these Bylaws to some other officer or agent of the Corporation or shall be
required by law otherwise to be signed or executed. In addition, he shall perform
all duties incident to the office of Chairman of the Board and such other duties as
from time to time may be assigned to him by the Board of Directors.
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6.
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Duties of any Vice Chairman of the Board.
From time to time, the Board of
Directors may elect one or more Vice Chairmen of the Board. Each Vice Chairman of
the Board shall perform the duties incident to the office of the Vice Chairman of
the Board and shall have such other powers and duties as may from time to time be
assigned to him by the Board of Directors or the Chairman of the Board. The Vice
Chairman of the Board who is most senior in service with the Corporation shall
perform the duties of the Chairman of the Board in the absence of the Chairman of
the Board. Any Vice Chairman of the Board who is an officer of the Corporation may
sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts
and other instruments, except in cases where the signing and execution thereof shall
be expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation or shall be required by law otherwise to be
signed or executed.
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7.
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Duties of the President.
The President shall be responsible for the
execution of the policies of the Board of Directors and shall have general direction
and supervision over the business of the Corporation and its several officers,
subject to the Chairman of the Board and the Board of Directors. The President may
sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts
or other instruments, except in cases where the signing and the execution thereof
shall be expressly delegated by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation or shall be required by law otherwise to
be signed or executed. In addition, he shall perform all duties incident to the
office of the President and such other duties as from time to time may be assigned
to him by the Board of Directors or the Chairman of the Board.
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8.
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Duties of the Vice President.
Each Vice President of the Corporation
(including any Executive Vice President and Senior Vice President) shall have powers
and duties as pertain to the office of the Vice President and as may from time to
time be assigned to him by the Board of Directors, the Chairman of the Board, or the
Chief Executive Officer. Any Vice President of the Corporation may sign and execute
in the name of the Corporation deeds, mortgages, bonds, contracts or other
instruments, except in cases where the signing and the execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation or shall be required by law otherwise to be
signed or executed.
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9.
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Duties of the Treasurer.
The Treasurer shall have charge and custody of
and be responsible for all funds and securities of the Corporation and shall cause
all such funds and securities to be deposited in such banks and depositories as the
Board of Directors from time to time may direct. He shall in general perform all the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the Board of Directors, the Chairman of the Board,
the President, a Vice Chairman of the Board or the Chairman of the Executive
Committee.
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10.
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Duties of the Controller.
The Controller shall maintain adequate accounts
and records of all assets, liabilities and transactions of the Corporation in
accordance with generally accepted accounting practices; shall exhibit at the office
of the Corporation his accounts and records to any of the directors of the
Corporation at any time upon request; shall render such statements of his accounts
and records and such other statements to the Board of Directors and officers as
often and in such manner as they shall require; and shall make and file (or
supervise the making and filing of) all tax returns required by law.
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11.
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Duties of the Secretary.
The Secretary shall act as secretary of all
meetings of the Board of Directors, the Executive Committee, the Nominating and
Governance Committee and the shareholders of the Corporation, and shall keep the
minutes thereof in the proper book or books to be provided for that purpose. He
shall also act as secretary of other Committees of the Board as may be assigned to
him from time to time. He shall see that all notices required to be given by the
Corporation are duly given and served; shall have custody of the seal of the
Corporation and shall affix the seal or cause it to be affixed to all certificates
for stock of the Corporation and to all documents the execution of which on behalf
of the Corporation under its corporate seal is duly authorized in accordance with
the provisions of these Bylaws; shall have custody of all deeds, leases, contracts
and other important corporate documents; shall have charge of the books, records and
papers of the Corporation relating to its organization and management as a
Corporation; shall see that the reports, statements and other documents required by
law (except tax returns) are properly filed; and shall, in general, perform all the
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him by the Board of Directors, the Chairman of the Board,
the Chief Executive Officer, a Vice Chairman of the Board or the Chairman of the
Executive Committee.
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12.
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Other Duties of Officers.
Any officer of the Corporation shall have, in
addition to the duties prescribed herein or by law, such other duties as from time
to time shall be prescribed by the Board of Directors, the Chairman of the Board or
the Chief Executive Officer.
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1.
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Certificates.
The shares of capital stock of the Corporation may be
certificated or uncertificated. Each shareholder, upon written request to the
Corporation or to the transfer agent for the Corporation, shall be entitled to a
certificate for shares of the Corporation in such forms as may be prescribed from
time to time by the Board of Directors and executed in any manner permitted by the
Virginia Stock Corporation Act and stating thereon the information required by the
Virginia Stock Corporation Act. Within a reasonable time after issuance or transfer
of uncertificated shares of the Corporation, the Corporation shall send, or cause to
be sent, to the shareholder a written statement that shall include the information
required by the Virginia Stock Corporation Act to be set forth on certificates for
shares of capital stock. Transfer agents and/or registrars for one or more classes
of the stock of the Corporation may be appointed by the Board of Directors and may
be required to countersign certificates representing stock of such class or classes.
In the event that any officer whose signature or facsimile thereof shall have been
used on a stock certificate shall for any reason cease to be an officer of the
Corporation and such certificate shall not then have been delivered by the
Corporation, the Board of Directors may nevertheless adopt such certificate and it
may then be issued and delivered as though such person had not ceased to be an
officer of the Corporation.
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2.
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Lost, Destroyed and Mutilated Certificates.
Holders of the stock of the
Corporation shall immediately notify the Corporation of any loss, destruction or
mutilation of the certificate therefor, and the Board of Directors may in its
discretion cause one or more new certificates or uncertificated shares for the same
number of shares in the aggregate to be issued to such shareholder upon the
surrender of the mutilated certificate or upon satisfactory proof of such loss or
destruction, and the deposit of a bond in such form and amount and with such surety
as the Board of Directors may require.
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3.
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Transfer of Stock.
Uncertificated shares of the Corporation shall be
transferable or assignable only on the books of the Corporation upon proper
instruction from the holder of such shares. Certificated shares of the Corporation
shall be transferable or assignable only on the books of the Corporation by the
holders in person or by attorney on surrender of the certificate for such shares
duly endorsed and, if sought to be transferred by attorney, accompanied by a written
power of attorney to have the same transferred on the books of the Corporation. The
Corporation will recognize, however, the exclusive right of the person registered on
its books as the owner of shares to receive dividends and to vote as such owner.
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4.
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Fixing Record Date.
For the purpose of determining shareholders entitled
to notice of or to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders, such
date in any case to be not more than seventy (70) days prior to the date on which
the particular action, requiring such determination of shareholders, 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 of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or the date
on which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section such determination shall
apply to any adjournment thereof.
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VI.
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MISCELLANEOUS PROVISIONS
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1.
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Seal.
The seal of the Corporation shall consist of a flat-face circular
die, of which there may be any number of counterparts, on which there shall be
engraved in the center the words Incorporated March 3, 2004 and between two
concentric circles around the margin the words NewMarket Corporation A Virginia
Corporation.
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2.
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Fiscal Year.
The fiscal year of the Corporation shall end on December
31st in each year, and shall consist of such accounting periods as may be
recommended by the Treasurer and approved by the Executive Committee.
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3.
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Books and Records.
The Corporation shall keep correct and complete books
and records of account and shall keep minutes of the proceedings of its shareholders
and Board of Directors; and shall keep at its registered office or principal place
of business, or at the office of its transfer agent or registrar a record of its
shareholders, giving the names and addresses of all shareholders, and the number,
class and series of the shares being held.
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Any person who shall have been a shareholder of record for at least six months
immediately preceding his demand or who shall be the holder of record of at least five
per cent (5%) of all the outstanding shares of the Corporation, upon written demand
stating the purpose thereof, shall have the right to examine, in person, or by agent
or attorney at any reasonable time or times, for any proper purpose, its books and
records of account, minutes and records of shareholders and to make extracts
therefrom. Upon the written request of any shareholder, the Corporation shall mail to
such shareholder its most recent published financial statements showing in reasonable
detail its assets and liabilities and the results of its operations.
The Board of Directors shall, subject to provisions of the foregoing paragraph of this
section, to the provisions of Section 7 of Article I and to the laws of the
Commonwealth of Virginia, have power to determine from time to time whether and to
what extent and under what conditions and limitations the accounts, records and books
of the Corporation, or any of them, shall be open to the inspection of the
shareholders.
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4.
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Checks, Notes and Drafts.
Checks, notes, drafts and other orders for the
payment of money shall be signed by such persons as the Board of Directors from time
to time may authorize. When the Board of Directors so authorizes, however, the
signature of any such person may be a facsimile.
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5.
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Amendment of Bylaws.
These Bylaws may be amended or altered at any
meeting of the Board of Directors by affirmative vote of a majority of the number of
directors fixed by these Bylaws. The shareholders entitled to vote in respect of the
election of directors, however, shall have the power to rescind, alter, amend or
repeal any Bylaws and to enact Bylaws which, if expressly so provided, may not be
amended, altered or repealed by the Board of Directors.
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6.
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Voting of Stock Held.
Unless otherwise provided by resolution of the
Board of Directors or of the Executive Committee, the Chairman of the Board, the
Vice Chairman of the Board or the Chief Executive Officer shall from time to time
appoint an attorney or attorneys or agent or agents of this Corporation, in the name
and on behalf of this Corporation, to cast the vote which this Corporation may be
entitled to cast as a shareholder or otherwise in any other Corporation, any of
whose stock or securities may be held by this Corporation, at meetings of the
holders of the stock or other securities of such other Corporation, or to consent in
writing to any action by any of such other Corporation, and shall instruct the
person or persons so appointed as to the manner of casting such votes or giving such
consent and may execute or cause to be executed on behalf of this Corporation and
under its corporate seal or otherwise, such written proxies, consents, waivers or
other instruments as may be necessary or proper in the premises; or, in lieu of such
appointment, the Chairman of the Board, the Vice Chairman of the Board who is most
senior in service with the Corporation or the Chief Executive Officer may attend in
person any meetings of the holders of stock or other securities of any such other
Corporation and there vote or exercise any or all power of this Corporation as the
holder of such stock or other securities of such other Corporation.
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NEWMARKET CORPORATION ANNOUNCES THE APPOINTMENT OF H. HITER HARRIS III AS DIRECTOR
Richmond, VA, August 6, 2015 NewMarket Corporation
(NYSE: NEU) announced today that Mr. H. Hiter
Harris III has been appointed to the Board of Directors, effective August 7, 2015. Mr. Harris is
the Managing Director and co-founder of Harris Williams & Co., a national investment banking firm
focusing on middle market mergers and acquisitions. He will also be a member of the Audit and
Compensation Committees of the Board. It is anticipated that Mr. Harris will also stand for
election at the 2016 Annual Meeting of NewMarket Shareholders. We are fortunate to have a person
with Hiters strong financial background and leadership experience join our Board, and, we look
forward to benefiting from his experience and guidance in the future, said Thomas E. Gottwald,
Chairman and CEO of NewMarket.
NewMarket Corporation, through its subsidiaries Afton Chemical Corporation and Ethyl Corporation,
develops, manufactures, blends, and delivers chemical additives that enhance the performance of
petroleum products. From custom-formulated additive packages to market-general additives, the
NewMarket family of companies provides the world with the technology to make engines run smoother,
machines last longer, and fuels burn cleaner.
Some of the information contained in this press release constitutes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarkets
management believes its expectations are based on reasonable assumptions within the bounds of its
knowledge of its business and operations, there can be no assurance that actual results will not
differ materially from expectations.
Factors that could cause actual results to differ materially from expectations include, but are not
limited to, availability of raw materials and distribution systems; disruptions at manufacturing
facilities, including single-sourced facilities; ability to respond effectively to technological
changes in our industry; failure to protect our intellectual property rights; failure to attract
and retain a highly-qualified workforce; hazards common to chemical businesses; competition from
other manufacturers; sudden or sharp raw material price increases; gain or loss of significant
customers; occurrence or threat of extraordinary events, including natural disasters and terrorist
attacks; risks related to operating outside of the United States; the impact of fluctuations in
foreign exchange rates; an information technology system failure; political, economic, and
regulatory factors concerning our products; future governmental regulation; resolution of
environmental liabilities or legal proceedings; and inability to complete future acquisitions or
successfully integrate future acquisitions into our business; and other factors detailed from time
to time in the reports that NewMarket files with the Securities and Exchange Commission, including
the risk factors in Item 1A, Risk Factors of our 2014 Annual Report on Form 10-K, which is
available to shareholders upon request.
You should keep in mind that any forward-looking statement made by NewMarket in the foregoing
discussion speaks only as of the date on which such forward-looking statement is made. New risks
and uncertainties come up from time to time, and it is impossible for us to predict these events or
how they may affect the Company. We have no duty to, and do not intend to, update or revise the
forward-looking statements in this discussion after the date hereof, except as may be required by
law. In light of these risks and uncertainties, you should keep in mind that the events described
in any forward-looking statement made in this discussion, or elsewhere, might not occur.
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FOR INVESTOR INFORMATION CONTACT:
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Brian D. Paliotti
Investor Relations
Phone: 804.788.5555
Fax:
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804.788.5688
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Email: investorrelations@newmarket.com
NEWMARKET CORPORATION DECLARES QUARTERLY DIVIDEND
Richmond, VA, August 6, 2015 The Board of Directors of NewMarket Corporation (NYSE:NEU)
declared a quarterly dividend in the amount of $1.40 per share on the common stock of the
Corporation. The dividend is payable October 1, 2015 to NewMarket shareholders of record at the
close of business on September 15, 2015.
NewMarket Corporation through its subsidiaries, Afton Chemical Corporation and Ethyl Corporation,
develops, manufactures, blends, and delivers chemical additives that enhance the performance of
petroleum products. From custom-formulated chemical blends to market-general additive components,
the NewMarket family of companies provides the world with the technology to make fuels burn
cleaner, engines run smoother and machines last longer.
Some of the information contained in this press release constitutes forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Although NewMarkets
management believes its expectations are based on reasonable assumptions within the bounds of its
knowledge of its business and operations, there can be no assurance that actual results will not
differ materially from expectations.
Factors that could cause actual results to differ materially from expectations include, but are not
limited to, availability of raw materials and distribution systems; disruptions at manufacturing
facilities, including single-sourced facilities; ability to respond effectively to technological
changes in our industry; failure to protect our intellectual property rights; failure to attract
and retain a highly-qualified workforce; hazards common to chemical businesses; competition from
other manufacturers; sudden or sharp raw material price increases; gain or loss of significant
customers; occurrence or threat of extraordinary events including natural disasters and terrorist
attacks; risks related to operating outside of the United States; the impact of fluctuations in
foreign exchange rates; an information technology system failure; political, economic, and
regulatory factors concerning our products; future governmental regulation; resolution of
environmental liabilities or legal proceedings; inability to complete future acquisitions or
successfully integrate future acquisitions into our business and other factors detailed from time
to time in the reports that NewMarket files with the Securities and Exchange Commission, including
the risk factors in Item 1A, Risk Factors of our 2014 annual report on Form 10-K, which is
available to shareholders upon request.
You should keep in mind that any forward-looking statement made by NewMarket in the foregoing
discussion speaks only as of the date on which such forward-looking statement is made. New risks
and uncertainties come up from time to time, and it is impossible for us to predict these events or
how they may affect the company. We have no duty to, and do not intend to, update or revise the
forward-looking statements in this discussion after the date hereof, except as may be required by
law. In light of these risks and uncertainties, you should keep in mind that the events described
in any forward-looking statement made in this discussion, or elsewhere, might not occur.
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FOR INVESTOR INFORMATION CONTACT:
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Brian D. Paliotti
Investor Relations
Phone: 804.788.5555
Fax:
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804.788.5688
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Email: investorrelations@newmarket.com