EX-3.6 BYLAWS OF NOVELIS CORPORATION
Published on August 3, 2005
EXHIBIT 3.6
ALCAN FABRICATION CORPORATION
BYLAWS
ADOPTED AS OF MAY 23, 2003
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ALCAN FABRICATION CORPORATION
BYLAWS
TABLE OF CONTENTS
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ALCAN FABRICATION CORPORATION
BYLAWS
ARTICLE I
OFFICES
Section 1.1 Principal Office. The principal office of Alcan Fabrication
Corporation (the "Corporation") shall be located in the City of Cleveland, State
of Ohio, or at such other place as the Board of Directors of the Corporation
(the "Board of Directors") may from time to time determine.
Section 1.2 Other Offices. The Corporation may also have offices at such
other places, within or without the State of Texas, as the Board of Directors
may from time to time determine, or as the business of the Corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2.1 Time and Place of Meetings. All meetings of the shareholders
shall be held at such time and place, within or without the State of Texas, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.
Section 2.2 Annual Meetings. Annual meetings of shareholders, commencing
with the year 2004, shall be held on the 15th day in March if not a legal
holiday, and if a legal holiday, then on the next business day following, at
10:00 a.m., or at such other date and time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting. At the
annual meeting, the shareholders entitled to vote thereat shall elect a Board of
Directors and transact such other business as may properly be brought before the
meeting.
Section 2.3 Special Meetings. Special meetings of the shareholders, unless
otherwise prescribed by statute or provided by the Articles of Incorporation of
the Corporation (the "Articles of Incorporation") or these Bylaws, may be called
by the President or the Board of Directors or by the holders of at least 10% of
all shares entitled to vote at the meeting. Business conducted at any special
meeting shall be confined to the purpose or purposes described in the notice
thereof.
Section 2.4 Notice. Written or printed notice stating the place, day and
hour of the meeting and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) calendar days (twenty (20) calendar days in the case of a meeting to
approve a plan of merger or exchange) nor more than sixty (60) calendar days
before the date of the meeting, either personally or by mail, by or at the
direction of the President, the Secretary or the officer or other person calling
the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his or its address as it appears on
the share transfer records of the Corporation, with postage thereon prepaid.
Section 2.5 Quorum; Withdrawal of Quorum. A quorum shall be present at a
meeting of shareholders if the holder or holders of a majority of the shares
entitled to vote are present in person, represented by duly authorized
representative in the case of a corporation or other legal entity or represented
by proxy, unless otherwise provided in the Articles of Incorporation. Unless
otherwise provided in the Articles of Incorporation or these Bylaws, once a
quorum is present at a duly constituted meeting of shareholders, the
shareholders present or represented at the meeting may conduct such business as
may be properly brought before the meeting until it is adjourned, and the
subsequent withdrawal from the meeting of any shareholder present or represented
shall not affect the presence of a quorum at the meeting. Unless otherwise
provided in the Articles of
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Incorporation or these Bylaws, the shareholders entitled to vote and present or
represented at a meeting of shareholders at which a quorum is not present may
adjourn the meeting until such time and to such place as may be determined by a
vote of the holders of a majority of the shares represented at that meeting. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be conducted which might have been conducted at the meeting as
originally notified.
Section 2.6 Voting. With respect to any matter, other than the election of
directors or a matter for which the affirmative vote of the holders of a
specified portion of the shares is required by statute, the affirmative vote of
the holders of a majority of the shares entitled to vote on that matter and
represented at a meeting of shareholders at which a quorum is present shall be
the act of the shareholders, unless otherwise provided in the Articles of
Incorporation or these Bylaws. Directors shall be elected by the affirmative
vote of the holder or holders of a majority of the shares then entitled to vote
at an election of directors.
Section 2.7 Method of Voting. Each outstanding share shall be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders, except
to the extent that the Articles of Incorporation provide for more or less than
one vote per share or limit or deny voting rights to the holders of the shares
of any class or series or as otherwise provided by statute. A shareholder may
vote in person, by duly authorized representative in the case of a corporation
or other legal entity or by proxy executed in writing by the shareholder or by
his or its duly authorized attorney-in-fact. Each proxy shall be filed with the
Secretary of the Corporation prior to the time of the meeting.
Section 2.8 Action Without Meeting. Unless otherwise provided in the
Articles of Incorporation, any action required or permitted to be taken at any
meeting of the shareholders may
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be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall have
been signed by the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take such action at a meeting at
which the holders of all shares entitled to vote on the action were present and
voted.
ARTICLE III
DIRECTORS
Section 3.1 Responsibilities. The powers of the Corporation shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of, its Board of Directors.
Section 3.2 Number; Election; Qualification; Term; Removal. The Board of
Directors shall consist of one or more members. The initial directors of the
Corporation shall be as set forth in the original Articles of Incorporation.
Thereafter, the number of directors shall be fixed from time to time by the
Board of Directors or by the shareholders at the annual or a special meeting;
provided, however, that no decrease in the number of directors shall have the
effect of shortening the term of an incumbent director. The directors shall be
elected at the annual meeting of the shareholders, except as provided in Section
3.3 below. At each annual meeting, the holders of shares entitled to vote in the
election of directors shall elect directors to hold office until the next
succeeding annual meeting. Each director elected shall hold office until the
earliest of (1) the ensuing year or until their successors are elected or
appointed, or (2) the death, removal or resignation of such director, or (3) the
director ceasing to be an active, full-time employee of the Corporation or an
affiliate of the Corporation. Directors need not be residents of the State of
Texas or shareholders of the Corporation. At any meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may be
removed, with or without cause, by
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the affirmative vote of the holder or holders of a majority of the shares then
entitled to vote at an election of directors.
Section 3.3 Vacancies; Increases. Any vacancy occurring in the Board of
Directors (by death, resignation, removal or otherwise) may be filled by
election at an annual or special meeting of shareholders called for that
purpose, by the affirmative vote of a majority of the remaining directors then
in office, though less than a quorum, or by a sole remaining director. Each
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election at an annual or
special meeting of shareholders called for that purpose or by the Board of
Directors for a term of office continuing only until the next election of one or
more directors by the shareholders; provided, however, that the Board of
Directors may not fill more than two such directorships during the period
between any two successive annual meetings of shareholders.
Section 3.4 Place of Meetings. Meetings of the Board of Directors, regular
or special, may be held either within or without the State of Texas.
Section 3.5 Regular Meetings. Regular meetings of the Board of Directors
may be held at such time and at such place as shall from time to time be
determined by the Board of Directors. Regular meetings of the Board of Directors
may be held without notice.
Section 3.6 Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board of Directors or the President on one
(1) day's written notice to each director by whom such notice is not waived,
with such notice being given to each director either personally or by regular
mail, E-mail, telegram or telephone. Notice of a special meeting shall be given
by the President or the Secretary. Such notice may, but need not, specify the
purpose or purposes of the meeting.
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Section 3.7 Quorum; Majority Vote. At all meetings, a majority of the
number of the directors fixed in the manner provided in these Bylaws shall
constitute a quorum for the transaction of business unless a greater number is
specifically required by statute or provided in the Articles of Incorporation or
these Bylaws. 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, except as
otherwise specifically required by statute or provided in the Articles of
Incorporation or these Bylaws, in which case the express provision shall
control. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
Section 3.8 Minutes. The Board of Directors shall keep regular minutes of
its proceedings. The minutes shall be placed in the minute book of the
Corporation.
Section 3.9 Committees. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members
one or more committees, each of which shall be comprised of one or more members,
and may designate one or more of its members as alternate members of any
committee, who may, subject to any limitations imposed by the Board of
Directors, replace absent or disqualified members, at any meeting of that
committee. Any such committee, to the extent provided in such resolution or in
the Articles of Incorporation or these Bylaws, shall have and may exercise all
of the authority of the Board of Directors, except as otherwise provided by
statute. The designation of such committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed by law. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
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Section 3.10 Committee Minutes. Each committee shall keep regular minutes
of its meetings and report the same to the Board of Directors when required.
Such minutes shall be placed in the minute book of the Corporation.
Section 3.11 Action Without Meeting. Unless otherwise restricted by the
Articles of Incorporation or these Bylaws, any action required or permitted to
be taken at a meeting of the Board of Directors or any committee may be taken
without a meeting if a consent in writing, setting forth the action so taken, is
signed by all the members of the Board of Directors or committee, as the case
may be. Such consent shall have the same force and effect as a unanimous vote at
a meeting of the Board of Directors.
ARTICLE IV
NOTICES
Section 4.1 Method. Whenever by statute, the Articles of Incorporation,
these Bylaws or otherwise, notice is required to be given to a director or
shareholder, and no provision is made as to how the notice shall be given, it
shall not be construed to be personal notice, but any such notice may be given:
(a) in writing, by mail, postage prepaid, addressed to the director or
shareholder at the last address known by the Corporation for such director or
shareholder at the address appearing on the share transfer records of the
Corporation, or (b) in any other method permitted by law. Any notice required or
permitted to be given by mail shall be deemed given at the time when the same is
deposited in the United States mail. In addition to the foregoing, notice to
directors may also be given by telegram, telephone or E-mail.
Section 4.2 Waiver. Whenever by statute, the Articles of Incorporation or
these Bylaws, any notice is required to be given to a director or shareholder, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, or in the case of a corporation or other legal entity
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by its duly authorized representative, whether before or after the time stated
therein, shall be equivalent to the giving of such notice.
ARTICLE V
OFFICERS
Section 5.1 Number. The officers of the Corporation shall consist of a
President and a Secretary, each of whom shall be elected by the Board of
Directors. The Board of Directors may also elect a Chairman of the Board, a
Treasurer, a Controller and one or more Vice Presidents, Assistant Secretaries,
Assistant Treasurers and Assistant Controllers and such other officers as may be
appointed from time to time by the Board of Directors. Any number of offices may
be held by the same person.
Section 5.2 Term; Vacancies. The officers of the Corporation shall hold
office until the earliest of (1) the ensuing year or until their successors are
elected or appointed, or (2) the death, removal or resignation of such officer,
or (3) the officer ceasing to be an active, full-time employee of the
Corporation or an affiliate of the Corporation. Any vacancy occurring in any
office of the Corporation may be filled by the Board of Directors.
Section 5.3 Removal. Any officer elected by the Board of Directors may be
removed by the Board of Directors whenever in its judgment the best interests of
the Corporation will be served thereby.
Section 5.4 Compensation. The compensation of all officers and agents of
the Corporation who are also directors of the Corporation shall be fixed by the
Board of Directors. The Board of Directors may delegate the power to fix the
compensation of all other officers and agents of the Corporation to an officer
of the Corporation.
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Section 5.5 Duties. The officers of the Corporation shall have such
authority and shall perform such duties as are customarily incident to their
respective offices and not inconsistent with these Bylaws, or as may be
specified from time to time by resolution of the Board of Directors regardless
of whether such authority and duties are customarily incident to such office.
Section 5.6 Chairman. The Chairman shall preside at all meetings of the
shareholders and of the Board of Directors and he shall have such other duties
and responsibilities as may be assigned to him by the Board of Directors. The
Chairman may delegate to any qualified person authority to chair any meeting of
the shareholders, either on a temporary or a permanent basis.
Section 5.7 President. The President shall be responsible for the active
management and direction of the business and affairs of the Corporation. In case
of the inability or failure of the Chairman to perform the duties of that
office, the President shall perform the duties of the Chairman, unless otherwise
determined by the Board of Directors.
Section 5.8 Execution of Documents and Action with Respect to Securities
of Other Entities. The President shall have and is hereby given, full power and
authority, except as otherwise required by law or directed by the Board of
Directors, (a) to execute, on behalf of the Corporation, all duly authorized
contracts, agreements, deeds, conveyances or other obligations of the
Corporation, applications, consents, proxies and other powers of attorney, and
other documents and instruments, and (b) to vote and otherwise act on behalf of
the Corporation, in person or by proxy, at any meeting of the shareholders or
ownership interest holders (or with respect to any action of such shareholders
or ownership interest holders) of any other corporation or legal entity in which
the Corporation may hold securities and otherwise to exercise any and all rights
and powers which the Corporation may possess by reason of its ownership of
securities of such other corporation or legal entity. In addition, the President
may delegate to other officers,
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employees and agents of the Corporation the power and authority to take any
action which the President is authorized to take under this Section 5.8, with
such limitations as the President may specify.
Section 5.9 Vice President. Each Vice President, however titled, shall
perform such duties and services and shall have such authority and
responsibilities as shall be assigned to or required from time to time by the
Board of Directors or the President.
Section 5.10 Secretary and Assistant Secretaries.
(a) The Secretary shall attend all meetings of the shareholders and
all meetings of the Board of Directors and record all proceedings of the
meetings of the shareholders and of the Board of Directors and shall perform
like duties for the standing committees when requested by the Board of Directors
or the President. The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders and meetings of the Board of Directors. The
Secretary shall perform such duties as may be prescribed by the Board of
Directors or the President. To the extent that a corporate seal is adopted, the
Secretary shall have charge of the seal of the Corporation and shall have the
authority to affix the seal to any instrument. The Secretary or any Assistant
Secretary may attest to the corporate seal by handwritten or facsimile
signature. The Secretary shall keep and account for all books, documents, papers
and records of the Corporation except those for which some other officer or
agent has been designated or is otherwise properly accountable.
(b) Assistant Secretaries, in the order of their seniority, shall
assist the Secretary and, if the Secretary is unavailable or fails to act,
perform the duties and exercise the authorities of the Secretary.
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Section 5.11 Treasurer and Assistant Treasurers.
(a) The Treasurer shall have the custody of the funds and securities
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Treasurer with the prior approval of the Board of
Directors or the President. The Treasurer shall disburse the funds and pledge
the credit of the Corporation as may be directed by the Board of Directors and
shall render to the Board of Directors and the President, as and when required
by them, or any of them, an account of all transactions by the Treasurer. In
addition, the Treasurer shall be the chief accounting officer of the
Corporation. The Treasurer shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation in accordance with generally
accepted accounting methods and procedures. The Treasurer shall initiate
periodic audits of the accounting records, methods and systems of the
Corporation. The Treasurer shall also render to the Board of Directors and the
President, as and when required by them, or any of them, a statement of the
financial condition of the Corporation.
(b) Assistant Treasurers, in the order of their seniority, shall
assist the Treasurer and, if the Treasurer is unable or fails to act, perform
the duties and exercise the powers of the Treasurer
ARTICLE VI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 6.1 Indemnification. Each person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another
corporation, partnership, joint venture, sole proprietorship, trust or other
enterprise or employee benefit plan (including the heirs, executors,
administrators or estate of such person) shall be
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indemnified by the Corporation to the fullest extent that a corporation is
required or permitted to grant indemnification to such person under the Texas
Business Corporation Act, as the same exists or may hereafter be amended.
Reasonable expenses incurred by a director, officer, employee or agent of the
Corporation who was, is or is threatened to be made a named defendant or
respondent in a proceeding shall be paid or reimbursed by the Corporation, in
advance of the final disposition of the proceeding, to the maximum extent
permitted under the Texas Business Corporation Act, as the same exists or may
hereafter be amended. The right to indemnification under this Article VI shall
be a contract right. In the event of the death of any person having a right of
indemnification under this Article VI, such right will inure to the benefit of
his or her heirs, executors, administrators and personal representatives. The
rights under this Article VI will not be exclusive of any other right which any
person may have or hereinafter acquire under any statute, bylaw, resolution of
shareholders or directors, agreement or otherwise.
ARTICLE VII
CERTIFICATES REPRESENTING SHARES
Section 7.1 Certificates. Certificates representing shares of stock of the
Corporation shall be in such form as shall be determined by the Board of
Directors, subject to applicable legal requirements. Such certificates shall be
numbered and their issuance recorded in the books of the Corporation, and such
certificate shall exhibit the holder's name and the number of shares and shall
be signed in the name of the Corporation by the Chairman of the Board of
Directors, or the President or Vice-President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation. Any or all of the signatures of the Corporation, if any, upon such
certificates may be facsimiles, engraved or printed.
Section 7.2 Lost, Stolen or Destroyed Certificates. The Secretary may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by
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the Corporation alleged to have been lost, stolen or destroyed, upon the making
of an affidavit of that fact by the person claiming the certificate of stock to
be lost, stolen or destroyed. When authorizing such issue of a new certificate
or certificates, the Secretary may, in his or her discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his or its legal representative, to
give the Corporation a bond, undertaking or other form of security in such sum
and on such terms as it may reasonably direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost, stolen or destroyed.
Section 7.3 New Certificates. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate or certificates for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the shareholder entitled thereto, cancel the old certificate, and
record the transaction upon its books.
Section 7.4 Record Date.
(a) In order that the Corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive a distribution by the Corporation
(other than a distribution involving a purchase or redemption by the Corporation
of any of its own shares, which determination shall be made in accordance with
the provisions of the Articles of Incorporation, or, in the absence of such
provision therein, as otherwise provided by law) or a share dividend, or in
order to make a determination of shareholders for any other proper purpose
(other than determining shareholders entitled to consent to action by
shareholders proposed to be taken without a meeting of shareholders), the Board
of Directors may provide that the share transfer records shall be closed
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for a stated period but not to exceed, in any case, sixty (60) days. If the
share transfer records shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders, such
records shall be closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the share transfer records, 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 sixty (60) days and, in
the case of a meeting of shareholders, not less than ten (10) days, prior to the
date on which the particular action requiring such determination of shareholders
is to be taken. If the share transfer records are not closed and 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 a distribution
(other than a distribution involving a purchase or redemption by the Corporation
of any of its own shares, which determination shall be made in accordance with
the provisions of the Articles of Incorporation, or, in the absence of such
provision therein, as otherwise provided by law) or a share 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 distribution or share 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 7.4, such
determination shall apply to any adjournment thereof except where the
determination has been made through the closing of the share transfer records
and the stated period of closing has expired.
(b) Unless a record date shall have previously been fixed or
determined pursuant to this Section 7.4, whenever action by shareholders is
proposed to be taken by consent in writing without a meeting of shareholders,
the Board of Directors may fix a record date for the purpose of determining
shareholders entitled to consent to that action, which record date shall not
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precede, and shall not be more than ten (10) days after, the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors and the prior action of the
Board of Directors is not required by bylaw, the record date for determining
shareholders entitled to consent to action in writing without a meeting shall be
the first date on which a signed written consent setting forth the action taken
or proposed to be taken is delivered to the Corporation. Delivery shall be by
hand or by certified or registered mail, return receipt requested. Delivery to
the Corporation's principal place of business shall be addressed to the
President of the Corporation. If no record date shall have been fixed by the
Board of Directors and prior action of the Board of Directors is required by
law, the record date for determining shareholders entitled to consent to action
in writing without a meeting shall be at the close of business on the date on
which the Board of Directors adopts a resolution taking such prior action.
Section 7.5 Record Owners. The Corporation may regard the person in whose
name any shares issued by the Corporation are registered in the share transfer
records of the Corporation at any particular time as the owner of those shares
at the time for purposes of voting those shares, receiving distributions
thereon, or notices in respect thereof, transferring those shares, exercising
rights of dissent with respect to those shares, exercising or waiving any
preemptive right with respect to those shares, entering into agreements with
respect to those shares, or giving proxies with respect to those shares. Neither
the Corporation nor any of its officers, directors, employees, or agents shall
be liable for regarding that person as the owner of those shares at that time
for those purposes, regardless of whether that person possesses a certificate
for those shares.
ARTICLE VIII
GENERAL PROVISIONS
Section 8.1 Distributions and Share Dividends. Subject to statute and any
provision of the Articles of Incorporation, distributions (in the form of cash
or property) or share dividends may be
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declared by the Board of Directors at any regular or special meeting, or such
declaration may be made by written consent of the directors.
Section 8.2 Checks. All checks, demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 8.3 Fiscal Year. The fiscal year of the Corporation shall be fixed
by resolution of the Board of Directors.
Section 8.4 Seal. The Board of Directors may adopt a corporate seal and
use the same by causing it or a facsimile thereof to be impressed, affixed,
reproduced or otherwise.
Section 8.5 Telephone and Similar Meetings. Unless otherwise restricted by
the Articles of Incorporation or these Bylaws, the shareholders, members of the
Board of Directors or members of any committee of the Board of Directors may
participate in and hold a meeting of such shareholders, the Board of Directors
or committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a meeting shall
constitute presence in person at the meeting, except where a person participates
in the meeting for the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called or convened.
Section 8.6 Amendment of Bylaws. Unless otherwise provided in the Texas
Business Corporation Act, the Articles of Incorporation or these Bylaws, these
Bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the
shareholders or the Board of Directors, subject to the shareholders providing in
amending, repealing or adopting a particular Bylaw that it may not be amended or
repealed by the Board of Directors.
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