UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of the earliest event reported)
December
11, 2007
NL
Industries, Inc.
(Exact
name of registrant as specified in its charter)
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New
Jersey
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1-640
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13-5267260
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5430
LBJ Freeway, Suite 1700, Dallas, Texas
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75240-2697
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
(972)
233-1700
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(Former
name or former address, if changed since last report.)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
5.03
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Amendments
to Articles of Incorporation or Bylaws; Change of Fiscal
Year
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On
December 11 2007, the registrant’s board of directors approved pursuant to an
unanimous written consent effective December 1, 2007 an amendment and
restatement of Article IX of the registrant’s by-laws to allow for
uncertificated shares of the registrant in order for such shares to be eligible
for participation in the Direct Registration System of the Depository Trust
Company by January 1, 2007. This system will allow for the electronic
issuance and transfer of uncertificated shares of NL common stock. In
addition, the amendment added certain additional language
regarding:
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·
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requirements
for stock certificates;
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·
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lost
of stolen stock certificates;
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·
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the
registrant’s right to recognize the exclusive right of a person registered
on its books as the owner of shares;
and
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·
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restrictions
on transfers of shares
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Pursuant
to the amendment and restatement, Article IX of the registrant’s by-laws reads
in its entirety as follows:
ARTICLE IX
STOCK
CERTIFICATES
9.1 Form. The
shares of stock of the Corporation shall be represented by certificates, or
shall be uncertificated shares. Every holder of uncertificated shares
of the Corporation shall be entitled upon request to have a stock certificate
issued to such holder signed by the chairman of the board, the president or
any
vice-president, and may be countersigned by the treasurer or an assistant
treasurer, or the secretary or an assistant secretary, certifying to the number
of shares owned by such shareholder. Any and all signatures upon a
certificate may be a facsimile. In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed upon
such certificate, shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he or she were such officer, transfer agent or
registrar at the date of issue. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the
person to whom either certificated or uncertificated shares are issued, with
the
number of shares and date of issue, shall be entered on the books of the
Corporation. Notwithstanding any other provision in these By-Laws,
the Corporation may adopt a system of issuance, recordation and transfer of
its
shares by electronic or other means not involving any issuance of certificates,
including provisions for notice to purchasers in substitution for any required
statements or certificates, and as may be required by applicable law, which
system has been approved by the U.S. Securities and Exchange
Commission. Any system so adopted shall not become effective as to
issued and outstanding certificated securities until the certificates therefor
have been surrendered to the Corporation.
9.2 Transfers. Transfers
of stock shall be made only upon the transfer books of the Corporation or
respective transfer agents designated to transfer the several classes of stock
and, in the case of shares represented by a certificate or certificates, upon
the surrender of a properly endorsed certificate or certificates for a like
number of shares.
9.3 Lost
or Destroyed Certificates. The Corporation may issue a new stock
certificate in place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, and the Corporation shall, except as
otherwise determined by the board of directors, the chairman of the board,
the
president, the chief executive officer any vice-president or other authorized
officer, require the owner of the lost, stolen or destroyed certificate, or
his
or her legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance
of
such new certificate.
9.4 Registered
Stockholders. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares
to
receive dividends, and to vote as such owner, and to hold liable for calls
and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of another person, whether or not the Corporation shall
have
express or other notice thereof, except as otherwise provided by the laws of
the
State of New Jersey.
9.5 Restrictions
on Transfers of Shares. Notice of any restriction on the
transfer of shares of the Corporation’s stock shall be placed on each
certificate of stock issued, or in the case of uncertificated shares, contained
in the notice sent to the registered holder of such shares, in addition to
such
other requirements of the laws of the State of New Jersey for such certificate
or notice.
Prior
to
such amendment, Article IX of the registrant’s by-laws read in its entirety as
follows:
ARTICLE
IX
TRANSFER
OF STOCK
Shares
of
stock of the Corporation shall be transferred only on the books of the
Corporation by the holder thereof, in person or by his attorney duly authorized
thereto in writing, upon the surrender of the certificate
therefor. Whenever any transfer shall be made for collateral security
and not absolutely, the same shall be so expressed in the entry of said
transfer.
In
the
case of loss or destruction of a certificate of shares of stock, another may
be
issued in its place, upon proof of such loss and the giving of a satisfactory
bond of indemnity.
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Item
9.01
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Financial
Statements and Exhibits.
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(c)
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Exhibits.
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Item
No.
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Description
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3.1*
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Restated
By-Laws of NL Industries, Inc. as of December 1, 2007
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* Filed
herewith.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NL
Industries, Inc.
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(Registrant)
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By: /s/
A. Andrew R. Louis
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Date: December
17, 2007
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A.
Andrew R. Louis, Secretary
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Exhibit
Index
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Item
No.
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Description
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3.1*
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Restated
By-Laws of NL Industries, Inc. as of December 1, 2007
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* Filed
herewith.
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By-Laws
of
NL
INDUSTRIES, INC.
AS
RESTATED
December
1, 2007
TABLE
OF CONTENTS
ARTICLE TITLE PAGE
I OFFICES
AND RECORDS OF CORPORATION
II SHAREHOLDER
ACTION
III BOARD
OF DIRECTORS
IV EXECUTIVE
COMMITTEE AND OTHER COMMITTEES
V ELECTION
AND REMOVAL OF OFFICERS
VI OFFICERS
VII AUTHORIZED
SIGNATURES
VIII BENEFIT
PLANS
IX TRANSFER
OF STOCK
X FISCAL
YEAR
XI SEAL
OF CORPORATION
XII AMENDMENTS
XIII INDEMNIFICATION
XIV ACQUISITION
OF SHARES
By-Laws
of
NL
INDUSTRIES, INC.
As
Restated
December
1, 2007
ARTICLE
I
OFFICES
AND RECORDS OF CORPORATION
The
registered office of the Corporation is and shall be at 28 W. State Street,
Trenton, New Jersey 08608 or at such other place in that State as may from
time
to time be designated by the Board of Directors or the Executive
Committee. The registered agent of the Corporation at such address is
and shall be The Corporation Trust Company or such other agent as may from
time
to time be appointed by the Board of Directors or the Executive
Committee. The Corporation may have one or more offices and keep the
books of the Corporation outside the State of New Jersey.
ARTICLE
II
SHAREHOLDER
ACTION
2.1 Annual
Meeting. The annual meeting of the shareholders shall be held at
the registered office of the Corporation or at such other place and at such
time
as may from time to time be designated by the Board of Directors or the
Executive Committee and stated in the notice of the meeting.
2.2 Action
Without A Meeting. Any action required or permitted to be taken
by the shareholders of the Corporation, other than the annual election of
directors and the approval of certain other transactions which pursuant to
the
New Jersey Business Corporation Act (the “Act”) require the unanimous consent of
all shareholders entitled to vote thereon, may be taken without a meeting upon
the written consent of the shareholders who would have been entitled to cast
the
minimum number of votes which would be necessary to authorize such action at
a
meeting at which all of the shareholders of the Corporation entitled to vote
thereon were present and voting, and any action so taken shall have the same
force and effect for all purposes as if such action were taken at a meeting
of
the shareholders of the Corporation.
2.3 Special
Meetings of Common Stock Holders. Except as otherwise required
by law and subject to the rights of the holders of Preferred Stock or any other
class of capital stock of the Corporation (other than Common Stock) or any
series of any of the foregoing which is then outstanding, special meetings
of
shareholders of the Corporation may be called only by (i) the Board of Directors
pursuant to a resolution approved by a majority of the entire Board of
Directors, (ii) the Chairman of the Board, the President or the Executive
Committee, or (iii) the holders of at least 10% of the shares of the Corporation
that would be entitled to vote at such meeting. Special meetings of
the shareholders shall be held at the registered office of the Corporation
or at
such other place and at such time as may from time to time be specified by
the
person or persons calling the meeting.
2.4 Special
Meetings of Preferred Stock Holders. Special meetings of the
holders of the Preferred Stock shall be called by the Chairman, the President,
the Board of Directors or the Executive Committee under the circumstances
provided in Article IV of the Amended and Restated Certificate of Incorporation
of the Corporation (the “Certificate”) to be held, subject to the provisions of
said Article IV, at the registered office of the Corporation or at such other
place and at such time as may from time to time be specified by the person
or
persons calling the meeting.
2.5 Notice
of Meetings. Except as otherwise provided by law, written notice
of the time, place and purpose or purposes of each meeting of the shareholders
and each meeting of the holders of any class of shares shall be given by the
Secretary by mail or personal service to each shareholder of record entitled
to
vote at such meeting not less than ten nor more than sixty days before the
date
of the meeting. Notice to a shareholder shall be deemed to be given
when deposited in the mail addressed to him at his last address as it appears
on
the records of the Corporation.
2.6 Voting. Except
as otherwise provided by law, at all meetings of shareholders and for all
purposes, the holders of shares of Common Stock shall be entitled to one (1)
vote per share and the holders of shares of a series of Preferred Stock shall
be
entitled to such votes (if any) to which such shares of Preferred Stock are
entitled under the terms of the resolution or resolutions providing for the
issue of such series of shares adopted by the Board of Directors, in person
or
by proxy, for each outstanding share of Common Stock or of a series of Preferred
Stock with voting rights standing in his or her name on the books of the
Corporation on the date prescribed for the determination of shareholders
entitled to vote at any such meeting, or any adjournment
thereof. Except insofar as the same shall be inconsistent with the
provisions of Article IV of the Certificate relating to the rights of the
holders of Preferred Stock or any other class of capital stock of the
Corporation (other than Common Stock) or any series of any of the foregoing
which is then outstanding, (a) the holders of shares entitled to cast a majority
of the votes at a meeting shall constitute a quorum at such meeting and (b)
whenever the holders of any class of shares are entitled to vote separately
on a
specified item of business, the holders of shares of such class entitled to
cast
a majority of the votes shall constitute a quorum of such class for the
transaction of such specified item of business. No proxy shall be
valid after eleven months from the date of its execution, unless a longer time
is expressly provided therein, but in no event shall a proxy be valid after
three years from the date of execution.
2.7 Confidential
Voting. All proxies, ballots and vote tabulations that identify
the particular vote of a shareholder shall be kept confidential, except that
disclosure may be made (i) to allow the inspectors of election (the
“inspectors”) to certify the results of the vote; (ii) as necessary to meet
applicable legal requirements, including the pursuit or defense of judicial
actions; or (iii) when expressly requested by such shareholder.
Proxy
cards shall be returned in envelopes addressed to the inspectors, which shall
receive, inspect and tabulate the proxies. The inspectors shall not
be directors, officers or employees of the Corporation.
Comments
written on proxies, consents or ballots will be transcribed and provided to
the
Secretary of the Corporation with the name and address of the
shareholder. The vote of the shareholder will not be disclosed at the
time any such comment is provided to the Secretary except where such vote is
included in the comment or disclosure is necessary, in the opinion of the
inspectors, for an understanding of the comment.
Nothing
in this By-Law shall prohibit the inspectors from making available to the
Corporation, during the period prior to any annual or special meeting,
information as to which shareholders have not voted and periodic status reports
on the aggregate vote.
2.8 Record
Date. For the purpose of determining the shareholders entitled
to notice of or to vote at any meeting of the shareholders, or at any meeting
of
the holders of any class of shares, or any adjournment thereof, or for the
purpose of determining the shareholders entitled to receive payment of any
dividend or allotment of any right, or for the purpose of any other action,
the
Board of Directors or the Executive Committee shall fix, in advance, a date
not
less than ten nor more than sixty days before the date of such meeting, nor
more
than sixty days prior to any other action as the record date for any such
determination of shareholders.
2.9 Listing
of Shareholders. The Corporation's stock transfer agent shall
make and certify a complete list of the shareholders or of any class of
shareholders entitled to vote at each meeting of such shareholders or any
adjournment thereof. Such list shall be (a) arranged alphabetically
within each class and series, with the address of, and the number of shares
held
by, each shareholder; (b) produced at the time and place of the meeting; (c)
subject to the inspection of any shareholder during the meeting; and (d) prima
facie evidence as to who are the shareholders entitled to examine such list
or
to vote at such meeting.
2.10 Inspectors
of Election. Election of directors shall be conducted by one or
more inspectors. The Board of Directors or the Executive Committee
shall, in advance of any meeting of the shareholder or any meeting of the
holders of any class of shares, appoint such inspectors to act at such meeting
or any adjournment thereof. If such inspectors are not so appointed
or shall fail to qualify, appear or act, the presiding officer of the meeting
shall make such appointment. Each inspector, before entering upon the
discharge of his duties, shall take and sign an oath faithfully to execute
the
duties of inspector at such meeting with strict impartiality and according
to
the best of his ability. No person shall be elected a director at a
meeting at which he has served as an inspector.
ARTICLE
III
BOARD
OF DIRECTORS
3.1 Number,
Election and Terms. Except as otherwise fixed by or pursuant to
the provisions of Article IV of the Certificate relating to the rights of the
holders of Preferred Stock or any other class of capital stock of the
Corporation (other than Common Stock) or any series of any of the foregoing
which is then outstanding, the number of the directors of the Corporation shall
be not less than one nor more than 17 persons. Additional directors
may be elected by the holders of shares of a series of Preferred Stock in the
circumstances set forth in Article IV of the Certificate or any resolution
or
resolutions providing for the issuance of such series of shares adopted by
the
Board of Directors. The exact number of directors within the minimum
and maximum limitations specified in this section and the Certificate shall
be
fixed from time to time, (i) except as provided in (ii) below, by the Board
of
Directors pursuant to a resolution adopted by a majority of the entire Board
of
Directors or (ii) by the shareholders pursuant to a resolution adopted by a
majority of the shareholders of the Corporation entitled to vote for the
election of directors.
3.2 Newly
Created Directorships and Vacancies. Except as otherwise fixed
by or pursuant to the provisions of Article IV of the Certificate relating
to
the rights of the holders of Preferred Stock or any other class of capital
stock
of the Corporation (other than Common Stock) or any series of any of the
foregoing which is then outstanding, newly created directorships resulting
from
any increase in the number of directors may be filled by the Board of Directors
and any vacancies on the Board of Directors resulting from death, resignation,
disqualification, retirement, removal or other cause may be filled by the
affirmative vote of a majority of the remaining directors even though less
than
a quorum of the Board of Directors, or by a sole remaining director; provided,
however, that any vacancy resulting from an increase in the Board of Directors
which is the result of a resolution adopted by the shareholders of the
Corporation may be filled by the shareholders of the Corporation in accordance
with the Act and any other applicable provisions of the
Certificate. Except insofar as the same shall be inconsistent with
Article IV of the Certificate or any terms of the resolution or resolutions
of
the Board of Directors providing for the issuance of a series of Preferred
Stock, when one or more directors shall resign from the Board of Directors
effective at a future date, a majority of the directors then in office,
including those who have so resigned, shall have the power to fill such vacancy
or vacancies, the vote thereon to take effect when such resignation or
resignations shall become effective. Any director chosen in
accordance with this section shall hold office until the next succeeding annual
meeting of shareholders and until his successor shall have been elected and
qualified. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent
director.
3.3 Removal. Subject
to the rights of the holders of Preferred Stock or any other class of capital
stock of the Corporation (other than Common Stock) or any series of any of
the
foregoing which is then outstanding, any director, or the entire Board of
Directors, may be removed from office at any time by shareholders, with or
without cause, only by the affirmative vote of holders of a majority of the
votes cast by the shareholders of the Corporation entitled to vote for the
election of directors. Any director may be removed at any time for
cause by the affirmative vote of a majority of the entire Board of Directors,
i.e., a majority of the total number of directors which there would be
if
there were no vacancies.
3.4 Meetings. Meetings
of the Board of Directors shall be held at the call of the Chairman of the
Board, the Chief Executive Officer or the President, or at the call of the
Secretary upon request of a majority of the directors in office, at the time
and
place fixed by the person calling the meeting. A majority of the
votes of the entire Board of Directors shall constitute a quorum and common
or
interested directors may be counted in determining the presence of a quorum
at a
meeting of the Board of Directors at which a contract or other transaction
between the Corporation and one or more of the directors, or between the
Corporation and any corporation, firm, or association of any type or kind in
which one or more of the directors are directors or are otherwise interested,
is
authorized, approved or ratified. Where appropriate communication
facilities are reasonably available, any or all directors shall have the right
to participate in all or any part of a meeting of the Board of Directors by
means of conference telephone or any other means of communication by which
all
persons participating in the meeting are able to hear each other.
3.5 Compensation. The
Board of Directors by the affirmative vote of a majority of the directors in
office and irrespective of any personal interest of any of them, shall have
authority to establish reasonable compensation of directors for services to
the
Corporation as directors, officers, or otherwise.
3.6 Notice. Written
notice of each meeting of the Board of Directors and of the Executive Committee
and of any other committee shall be given to each member thereof specifying
the
time and place of the meeting. Such notice shall be given by mail,
telegram, radiogram, facsimile, telex, or personal service. Such
notice need not be given to any director who signs a waiver of notice, whether
before or after the meeting. Neither the business to be transacted
at, nor the purpose of, any such meeting need be specified in the notice or
waiver of notice of the meeting. Notice of any such meeting that is
an adjourned meeting need not be given if the time and place are fixed at the
meeting adjourning and if the period of adjournment does not exceed ten days
in
anyone adjournment.
At
least
twenty-four hours' notice of each such meeting shall be given, provided,
however, that notice must be given by telegram, radiogram, facsimile, telex,
or
personal service when less than four days' notice is given.
If
such
notice is given to a director by mail, the notice shall be deemed to be given
when deposited in the mail addressed to him at his last address as it appears
on
the records of the Corporation.
The
attendance of any director at such a meeting or the participation by any
director in such a meeting by means of conference telephone or any other means
of communication by which all persons participating in the meeting are able
to
hear each other without protesting prior to the conclusion of the meeting the
lack of notice of the meeting shall constitute a waiver of notice by
him.
3.7 Action
Without A Meeting. Any action required or permitted to be taken
pursuant to authorization voted at a meeting of the Board of Directors may
be
taken without a meeting if, prior or subsequent to such action, all members
of
the Board of Directors consent thereto in writing and such written consents
are
filed with the minutes of the proceedings of the Board of
Directors.
3.8 Reliance. In
discharging their duties as members of the Board of Directors, the Executive
Committee or any other committee, directors shall not be liable under the laws
of the State of New Jersey if, acting in good faith, they rely upon the opinion
of counsel for the Corporation, upon written reports setting forth financial
data concerning the Corporation and prepared by a firm of independent certified
public accountants, upon financial statements, books of account or reports
of
the Corporation represented to them to be correct by the person presiding at
a
meeting of the Board of Directors, the President or the Treasurer or the officer
of the Corporation having charge of its books of account, or upon written
reports of committees of the Board of Directors.
ARTICLE
IV
EXECUTIVE
COMMITTEE AND OTHER COMMITTEES
4.1 Executive
Committee. The Board of Directors, by the affirmative vote of a
majority of the entire Board of Directors, may appoint from the directors an
Executive Committee, who shall have and may exercise all or any of the powers
of
the Board of Directors in the management of the business and affairs of the
Corporation, including the power to cause the seal of the Corporation to be
affixed to all papers that may require it, except any powers (i) held by
the Board of Directors under Articles III, V and XII of the By-Laws, (ii) to
submit to the shareholders any action that requires their approval, (iii) to
amend or repeal any resolution theretofore adopted by the Board of Directors
which by its terms is amendable or repealable only by the Board of Directors,
(iv) to make, alter or repeal any By-Law, (v) to elect or appoint any director
or fill vacancies on any committee or in any officer position, or to remove
any
officer, director, or committee member and (vi) reserved to the Board of
Directors by law.
4.2 Other
Committees. The Board of Directors, by the affirmative vote of a
majority of the entire Board of Directors, may appoint other committees
consisting of one or more persons who may be directors and/or non-directors, and
such committees shall have and may exercise such powers as shall be conferred
or
authorized by the affirmative vote of a majority of the entire Board of
Directors; provided, however, that such committees shall not have the power
to
amend or repeal any resolution theretofore adopted by the Board of Directors
or
any resolution theretofore adopted by the Executive Committee.
4.3 Meetings. Each
meeting of the Executive Committee or of any other committee shall be held
at
the call of the Secretary upon request of a majority of the members in office
of
the respective committees, or at the call of the chairman of such committee,
if
any, and the Chairman of the Board, the Chief Executive Officer or the President
if such person is a member of such committee. The time and place of
any meeting of the Executive Committee or any other committee shall be fixed
by
the person calling the meeting. Where appropriate communication
facilities are reasonably available, any or all members of the Executive
Committee or any other committee shall have the right to participate in all
or
any part of a meeting by means of conference telephone or any other means of
communication by which all persons participating in the meeting are able to
hear
each other.
4.4 Quorum. A
majority of the votes of the entire Executive Committee or any other committee
shall constitute a quorum of such committee and common or interested members
may
be counted in determining the presence of a quorum at any meeting at which
a
contract or other transaction between the Corporation and one or more of the
members of the Executive Committee or any other committee, as the case may
be,
or between the Corporation and any corporation, firm, or association of any
type
or kind in which one or more of such members are directors or are otherwise
interested, is authorized, approved or ratified.
4.5 Records. The
Executive Committee and any other committee shall keep a record of their
proceedings and report the same to the Board of Directors at its next meeting
following such meeting of the Executive Committee or any other committee, as
the
case may be, except that, when the meeting of the Board of Directors is held
within two days after the meeting of the Executive Committee or any other
committee, as the case may be, such report shall, if not made at the first
meeting, be made to the Board of Directors at its second meeting following
such
meeting of the Executive Committee or any other committee.
4.6 Action
Without A Meeting. Any action required or permitted to be taken
pursuant to authorization voted at a meeting of the Executive Committee or
any
other committee may be taken without a meeting if, prior or subsequent to such
action, all members of the Executive Committee or of such other committee,
as
the case may be, consent thereto in writing and such written consents are filed
with the minutes of the proceedings of the Executive Committee or such other
committee.
4.7 Removal. The
Board of Directors by the affirmative vote of a majority of the entire Board
of
Directors, may remove any director from membership on the Executive Committee
or
any other committee at any time, with or without cause.
4.8 Executive
Committee Vacancies. The Board of Directors, by the affirmative
vote of a majority of the entire Board of Directors, may fill any vacancy
occurring in the Executive Committee or any other committee through death,
resignation, disqualification, retirement, removal, or other cause.
ARTICLE
V
ELECTION
AND REMOVAL OF OFFICERS
5.1 President;
Chairman; Chief Executive Officer. At the annual meeting of the
Board of Directors to be held immediately after the annual meeting of the
shareholders, the Board of Directors shall elect a President, and may in its
discretion at any time elect a Chairman of the Board and a Chief Executive
Officer, who shall hold office until the next annual meeting of the Board of
Directors and until their successors are elected and qualified.
5.2 Secretary;
Treasurer. At its annual meeting the Board of Directors also
shall elect a Secretary and a Treasurer and also may elect at any time one
or
more Assistant Secretaries and one or more Assistant Treasurers who shall act
until the next annual meeting of the Board of Directors and until their
successors are elected and qualified.
5.3 Vice
President; General Counsel. The Board of Directors also may at
any time elect one or more Vice-Presidents, a General Counsel and one or more
other officers, all with such special designations, if any, as the Board of
Directors may from time to time specify, who shall act until the next annual
meeting of the Board of Directors and until their successors are elected and
qualified.
5.4 Removal. Any
officer elected by the Board of Directors may be removed at any time with or
without cause by the affirmative vote of a majority of the entire Board of
Directors.
5.5 Officer
Vacancies. In case of any vacancy in any office of the
Corporation through the death, resignation, disqualification, retirement,
removal, or other cause, the Board of Directors may elect a successor to hold
office until the next succeeding annual meeting of the Board of Directors and
until his successor is elected and qualified.
5.6 Expiration
of Term. Notwithstanding anything to the contrary in the
By-Laws, the term of office of any officer of the Corporation shall expire
upon
his death, resignation, disqualification, retirement or removal.
ARTICLE
VI
OFFICERS
6.1 Chief
Executive Officer. The Chief Executive Officer shall be the head
of the Corporation and in the recess of the Board of Directors and the Executive
Committee shall have the general control and management of all the business
and
affairs of the Corporation. He shall also exercise such further
powers and perform such other duties as may from time to time be conferred
upon
or assigned to him by the By-Laws, the Board of Directors or the Executive
Committee. He shall make annual reports and submit the same to the
Board of Directors and also to the shareholders at their annual meeting, showing
the condition and the affairs of the Corporation. He shall from time
to time make such recommendations to the Board of Directors, the Executive
Committee and any other committee as he thinks proper and shall bring before
the
Board of Directors, the Executive Committee and any other committee such
information as may be required, relating to the business and property of the
Corporation.
6.2 Chairman
of the Board. If a Chairman of the Board is in office, he shall
preside at all meetings of the shareholders, the holders of any class of shares
and the Board of Directors. During the absence or disability of the
Chairman, or during a vacancy in the office of Chairman of the Board, the Chief
Executive Officer or, during the absence or disability of the Chief Executive
Officer or during a vacancy in the office of Chief Executive Officer, the
President, shall preside at all meetings of the shareholders, the holders of
any
class of shares and the Board of Directors.
6.3 President
and Vice-Presidents. The President and Vice-Presidents shall
exercise such powers, perform such duties, and have such titles as may from
time
to time be conferred upon or assigned to them by the Board of Directors, the
Executive Committee, the Chief Executive Officer and, in the case of the
Vice-Presidents, the President.
Except
as
otherwise provided by the Board of Directors or the Executive Committee, the
President shall perform the duties and have the powers of the Chief Executive
Officer during the absence or disability of the Chief Executive Officer, or
during a vacancy in the office of Chief Executive Officer. The Board
of Directors or the Executive Committee may at any time assign any
Vice-President to perform the duties and have the powers of the President during
the absence or disability of the President, or during a vacancy in the office
of
President.
6.4 Secretary
and Assistant Secretaries. The Secretary shall keep a record of
all proceedings of the Board of Directors and Executive Committee and of all
meetings of the shareholders and meetings of the holders of any class of
shares. He shall use the seal of the Corporation as directed by the
Board of Directors or the Executive Committee, and shall perform such other
duties as shall be assigned to him by the By-Laws, the Board of Directors,
the
Executive Committee, the Chief Executive Officer or the President.
The
Assistant Secretaries shall assist the Secretary and, during the absence or
disability of the latter, or during a vacancy in the office of Secretary, shall
perform the duties and have the powers of the Secretary.
6.5 Treasurer
and Assistant Treasurers. The Treasurer shall have charge of the
funds of the Corporation. Unless such powers and duties shall have
been assigned to other officers of the Corporation by the Board of Directors,
the Executive Committee, the Chief Executive Officer or the President, the
Treasurer (i) shall keep proper books and accounts, showing all the receipts
and
expenditures or disbursements of the Corporation, with vouchers in support
thereof, which books, accounts and vouchers shall be open at all times to the
inspection of any member of the Board of Directors, and (ii) shall also from
time to time, as required, make reports and statements to the Board of
Directors, the Executive Committee and any other committee as to the financial
condition of the Corporation and submit detailed statements of the Corporation's
receipts and disbursements. The Treasurer shall also perform such
other duties as shall be assigned to him by the By-Laws, the Board of Directors,
the Executive Committee, the Chief Executive Officer or the
President.
All
funds
of the Corporation shall be deposited in the corporate name of the Corporation
by the Treasurer, an Assistant Treasurer or another officer of the Corporation
designated by the Treasurer. During the absence or disability of the
Treasurer, the Assistant Treasurers and such other officers of the Corporation
designated by the Treasurer, or during a vacancy in the offices of Treasurer
and
Assistant Treasurer, the Chief Executive Officer, the President, any Vice
President, the Secretary, or an Assistant Secretary shall deposit all funds
of
the Corporation in the corporate name of the Corporation. All
deposits shall be made in such bank or banks of deposit as shall be designated
by the Board of Directors, the Executive Committee, the Chief Executive Officer
or the President. Such funds shall be disbursed only as provided in
Article VII.
The
Assistant Treasurers shall assist the Treasurer and, during the absence or
disability of the latter, or during a vacancy in the office of Treasurer, shall
perform the duties and have the powers of the Treasurer.
ARTICLE
VII
AUTHORIZED
SIGNATURES
The
Chairman of the Board, the Chief Executive Officer, the President, any
Vice-President or any other officer, employee or other person designated by
the
Board of Directors, the Executive Committee, the Chief Executive Officer, the
President or the Treasurer, together with the Treasurer or any Assistant
Treasurer or any other officer, employee or other person designated by the
Board
of Directors, the Executive Committee, the Chief Executive Officer, the
President or the Treasurer shall sign all checks and drafts necessary to be
drawn and may accept any drafts drawn upon the Corporation in due course of
business in excess of $10,000 or such other amount as may from time to time
be
specified by the Board of Directors, the Executive Committee, the Chief
Executive Officer or the President. The Board of Directors, the
Executive Committee, the Chief Executive Officer, the President or the Treasurer
shall provide for the designation of officers, other employees and other
persons, each of whom shall have the authority to sign and accept checks and
drafts not in excess of $10,000 or such other amount designated pursuant to
the
preceding sentence. No promissory note, bond, debenture or other
evidence of indebtedness shall be made, signed, issued or endorsed by the
Corporation unless signed by the Chairman, the Chief Executive Officer, the
President or any Vice-President, together with the Secretary, any Assistant
Secretary, the Treasurer, or any Assistant Treasurer under powers given by
a
resolution of the Board of Directors or the Executive Committee except that
the
Chairman, the Chief Executive Officer, the President, any Vice-President, the
Treasurer, any Assistant Treasurer or any other officer or employee authorized
by the Board of Directors or the Executive Committee may endorse for collection
or deposit only, expressly stating the purpose of such endorsement, checks,
drafts and promissory notes to the order of the Corporation.
The
seal
of the Corporation and any or all signatures of the officers or other agents
of
the Corporation upon a bond and any coupon attached thereto may be facsimiles
if
the bond is countersigned by an officer or other agent of a trustee or other
certifying or authenticating authority. The shares of stock of the
Corporation shall be represented by certificates signed by, or in the name
of
the Corporation by the Chairman of the Board, the President, or any
Vice-President, and may be signed by the Treasurer, any Assistant Treasurer,
the
Secretary, or any Assistant Secretary of the Corporation and may be sealed
with
the seal of the Corporation or a facsimile thereof. Any or all
signatures upon a certificate may be a facsimile.
ARTICLE
VIII
BENEFIT
PLANS
The
Corporation, by act of the Board of Directors, the Executive Committee, any
other committee, or officers of the Corporation delegated by the Board of
Directors, may adopt or amend any of the following plans for the benefit of
some
or all of the employees, officers, directors and agents of the Corporation
or
any subsidiary thereof, or other persons who are or have been actively engaged
in the conduct of the business of the Corporation or any subsidiary thereof,
including any who have retired, become disabled, or died prior to the
establishment of any plan adopted, and their families, dependents, or
beneficiaries: (a) plans providing for the sale or distribution of
any class or series of shares of stock of the Corporation, held by it or issued
or purchased by it for the purpose, including stock option, stock purchase,
stock bonus, profit-sharing, savings, pension, retirement, deferred compensation
and other plans of similar nature, whether or not such plans also provide for
the distribution of cash or property other than shares of stock of the
Corporation; (b) plans providing for payments solely in cash or property other
than shares of stock of the Corporation, including profit-sharing, bonus,
savings, pension, retirement, deferred compensation and other plans of similar
nature; and (c) plans for the furnishing of medical services; life, sickness,
accident, disability, or unemployment insurance or benefits; education; housing;
social and recreational services; and other similar aids and
services.
ARTICLE
IX
TRANSFER
OF STOCK
9.1 Form. The
shares of stock of the Corporation shall be represented by certificates, or
shall be uncertificated shares. Every holder of uncertificated shares
of the Corporation shall be entitled upon request to have a stock certificate
issued to such holder signed by the chairman of the board, the president or
any
vice-president, and may be countersigned by the treasurer or an assistant
treasurer, or the secretary or an assistant secretary, certifying to the number
of shares owned by such shareholder. Any and all signatures upon a
certificate may be a facsimile. In case any officer, transfer agent
or registrar who has signed or whose facsimile signature has been placed upon
such certificate, shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if he or she were such officer, transfer agent or
registrar at the date of issue. All certificates for shares shall be
consecutively numbered or otherwise identified. The name of the
person to whom either certificated or uncertificated shares are issued, with
the
number of shares and date of issue, shall be entered on the books of the
Corporation. Notwithstanding any other provision in these By-Laws,
the Corporation may adopt a system of issuance, recordation and transfer of
its
shares by electronic or other means not involving any issuance of certificates,
including provisions for notice to purchasers in substitution for any required
statements or certificates, and as may be required by applicable law, which
system has been approved by the U.S. Securities and Exchange
Commission. Any system so adopted shall not become effective as to
issued and outstanding certificated securities until the certificates therefor
have been surrendered to the Corporation.
9.2 Transfers. Transfers
of stock shall be made only upon the transfer books of the Corporation or
respective transfer agents designated to transfer the several classes of stock
and, in the case of shares represented by a certificate or certificates, upon
the surrender of a properly endorsed certificate or certificates for a like
number of shares.
9.3 Lost
or Destroyed Certificates. The Corporation may issue a new stock
certificate in place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, and the Corporation shall, except as
otherwise determined by the board of directors, the chairman of the board,
the
president, the chief executive officer any vice-president or other authorized
officer, require the owner of the lost, stolen or destroyed certificate, or
his
or her legal representative, to give the Corporation a bond sufficient to
indemnify it against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance
of
such new certificate.
9.4 Registered
Stockholders. The Corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares
to
receive dividends, and to vote as such owner, and to hold liable for calls
and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of another person, whether or not the Corporation shall
have
express or other notice thereof, except as otherwise provided by the
laws of the State of New Jersey.
9.5 Restrictions
on Transfers of Shares. Notice of any restriction on the
transfer of shares of the Corporation’s stock shall be placed on each
certificate of stock issued, or in the case of uncertificated shares, contained
in the notice sent to the registered holder of such shares, in addition to
such
other requirements of the laws of the State of New Jersey for such certificate
or notice.
ARTICLE
X
FISCAL
YEAR
The
fiscal year of the Corporation shall begin on the first day of January and
terminate on the last day of December in each year.
ARTICLE
XI
SEAL
OF CORPORATION
The
seal
of the Corporation shall be in the custody of the Secretary and such other
persons as shall be authorized by the By-Laws and the Board of Directors from
time to time and shall have engraved upon it the words “NL INDUSTRIES INC.”
arranged in a circle, with the words “INCORPORATED 1891” across the center of
the space thus enclosed.
The
seal
shall be used by such officers as shall be provided for in the By-Laws or by
such other persons as shall be authorized by the Board of Directors from time
to
time.
ARTICLE
XII
AMENDMENTS
Subject
always to the By-Laws made by the stockholders, the Board of Directors may
make
By-Laws from time to time, and may alter or repeal any By-Laws, but any By-Laws
made by the Board of Directors may be altered or repealed, and new By-Laws
made,
by the stockholders at any annual meeting or at any special meeting, provided
notice thereof be included in the notice of the meeting.
ARTICLE
XIII
INDEMNIFICATION
Any
person who is or was a director, officer, employee, or agent of the Corporation
and any person who is or was a director, officer, trustee, employee, or agent
of
any other corporation or any partnership, joint venture, sole proprietorship,
trust, or other enterprise, whether or not for profit, serving as such at the
Corporation's request, or the legal representative of any such director,
officer, trustee, employee, or agent, shall be indemnified by the Corporation
to
the extent permitted by law against his expenses and liabilities in connection
with any pending, threatened, or completed civil, criminal, administrative,
or
arbitrative action, suit or proceeding, and any appeal therein and any inquiry
or investigation which could lead to such action, suit or proceeding involving
him by reason of his being or having been such director, officer, trustee,
employee or agent.
ARTICLE
XIV
ACQUISITION
OF SHARES
14.1 Anti-Greenmail
Provision. Except as set forth in the following paragraph, in
addition to any affirmative vote of shareholders required by any provision
of
law, the Certificate or the By-Laws, or any policy adopted by the Board of
Directors, neither the Corporation nor any subsidiary of the Corporation shall
knowingly effect any direct or indirect purchase or other acquisition of any
equity security of any class or classes issued by the Corporation at a price
which is in excess of the Market Price of such equity security on the date
that
the understanding to effect such transaction is entered into by the Corporation
(whether or not such transaction is concluded or a written agreement relating
to
such transaction is executed on such date, and such date to be conclusively
established by determination of the Board of Directors), from any Interested
Person without the affirmative vote of the holders of the Voting Shares which
represent at least a majority of the aggregate voting power of the Corporation,
excluding Voting Shares beneficially owned by the selling Interested Person,
voting together as a single class. Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or any agreement with any national
securities exchange, or otherwise.
The
provisions of the preceding paragraph shall not be applicable with respect
to:
(i) any
purchase, acquisition, redemption or exchange of such equity securities, the
purchase, acquisition, redemption or exchange of which is provided for in the
Certificate; or
(ii) any
purchase or other acquisition of equity securities made as part of a tender
or
exchange offer by the Corporation to purchase securities of the same class
made
on the same terms to all holders of such securities and complying with the
applicable requirements of the Securities Exchange Act of 1934, as amended
(the
“Exchange Act”), and the rules and regulations thereunder (or any successor
provisions to the Exchange Act, rules or regulations).
For
the
purpose of these By-Laws:
(i) “Beneficial
Owner” and “beneficial ownership” shall have the meanings ascribed to such terms
in Rule 13d-3 and Rule 13d-5 of the General Rules and Regulations under the
Exchange Act, as in effect on January 1, 1990.
(ii) “Interested
Person” shall mean any individual, partnership, firm, corporation, association,
trust, unincorporated organization or other entity, as well as any syndicate
or
group deemed to be a person pursuant to Section 13(d)(3) of the Exchange Act,
as
in effect on January 1, 1990, that is the direct or indirect Beneficial Owner
of
more than 5% of the aggregate voting power of the Voting Shares.
(iii) “Market
Price” of shares of a class of an equity security of the Corporation on any day
shall mean the highest sale price (regular way) of shares of such class of
such
equity security within five trading days, on the principal national securities
exchange on which such class of stock is then listed or admitted to trading,
or
if not listed or admitted to trading on any national securities exchange, then
the highest reported sale price for such shares in the over-the-counter market
as reported on the NASDAQ National Market System, or if such sale prices shall
not be reported thereon, the highest bid price so reported, or, if such price
shall not be reported thereon, as the same shall be reported by the National
Quotation Bureau Incorporated.
(iv) “Voting
Shares” shall mean the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of Directors.
14.2 Cancellation
of Shares. When shares of the Corporation are reacquired by
purchase, by redemption or by their conversion into other shares of the
Corporation, the reacquisition shall not effect their cancellation, except
as
determined by the Board of Directors or as otherwise provided in Article IV
of
the Certificate.
RESTATED
TO REFLECT THE NL INDUSTRIES, INC. BY-LAWS AS AMENDED ON JUNE 28, 1990 AS
APPROVED BY THE BOARD OF DIRECTORS, AS SUCH BY-LAWS WERE AMENDED BY THE BOARD
OF
DIRECTORS AS OF DECEMBER 8, 2003 AND DECEMBER 1, 2007
/s/
A.
Andrew R.
Louis
A.
Andrew R. Louis, Secretary