OF
UNIVERSAL
CORPORATION
******
ARTICLE
I
Shareholders
Section 1. Shareholders
shall be those persons in whose names shares of the Company are registered in
its share transfer records, and a listing of the names drawn from such records
as of a record date shall serve as conclusive evidence as to those shareholders
eligible to vote their shares at any meeting of the shareholders.
Section 2. Certificates
evidencing shares of the Company shall only be issued for one or more full
shares. Transfers of stock shall be made on the books of the Company
only by the Shareholders of such stock, or by attorney lawfully constituted in
writing, and, in the case of stock represented by a certificate, upon surrender
of the certificate.
Section 3. The
share transfer records of the Company shall not be closed following the
declaration of a dividend on either the preferred or common shares. A
record date shall be established in the resolution declaring such dividend or
dividends and the transfer agent shall prepare a listing of the names of all the
shareholders entitled to such dividend without actually closing the share
transfer records for the transfer of shares.
Section 4. Shares
of the Company’s stock may be certificated or uncertificated, as provided under
Virginia law. All certificates of stock of the Company shall be
numbered and shall be entered in the books of the Company as they are
issued. They shall exhibit the holder’s name and number of shares and
shall be signed by the Chairman of the Board, the President, or a Vice President
of the Company and by its Secretary, or by any two officers duly authorized to
perform this function by the Board of Directors. Any or all of the
signatures on the certificate may be a facsimile.
Section 5. The
annual meeting of the shareholders of the Company shall be held at its principal
office located in Richmond, Virginia, or at such other place within or without
the Commonwealth of Virginia as may from time to time be designated by the Board
of Directors, on the second Tuesday in August of each year, or on such other day
as shall be fixed by the Board of Directors, for the purpose of electing
Directors and for the transaction of such other business as may properly come
before the meeting.
In order
for business to be properly brought before an annual meeting of shareholders, it
must be (a) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board of Directors, (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (c) otherwise properly brought before the meeting by a
shareholder. For business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely notice thereof
in writing to the Secretary of the Company. To be timely, a
shareholder’s notice must be delivered to or mailed and received at the
principal office of the Company, not less than 60 days nor more than 90 days
prior to the meeting. A shareholder’s notice to the Secretary shall
set forth as to each matter the shareholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and address, as they appear on the Company’s
share transfer records, of the shareholder proposing such business,
(iii) the class and number of shares of the Company which are beneficially
owned by the shareholder, and (iv) any material interest of the shareholder
in such business. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 5. The
Chairman of an annual meeting shall, if the facts warrant, determine and declare
to the meeting that an item of business was not properly brought before the
meeting in accordance with the provisions of this Section 5, and shall not
be transacted.
Notwithstanding
the foregoing provisions of this Section 5, a shareholder shall also comply
with all applicable requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with respect to the matters
set forth in this Section 5.
Section 6. At
the call of the Chairman of the Board, the President, or by order of the Board
of Directors, a special meeting of the shareholders of the Company may be held
at such time and place as shall be designated in the notice of the
meeting.
Section 7. Written
notice of an annual or special meeting of the shareholders shall be mailed to
each shareholder of record entitled to vote under the provisions of the Articles
of Incorporation of the Company as now in existence or as may be subsequently
amended, at the address as it appears on the share transfer records of the
Company, not less than ten nor more than sixty days before the meeting date,
except as may otherwise be required by law. Notice of a special
meeting shall state the purpose or purposes for which the meeting is
called. Notice of any meeting of shareholders may be waived in
writing or by attendance at the meeting in person or by proxy.
Section 8. At
all meetings of the shareholders, a majority of the shares entitled to vote at
the record date for such meeting, represented in person or by proxy, shall
constitute a quorum, provided that when a specified item of business is required
to be voted on by one or more classes of shares, voting as a class, the holders
of a majority of the shares of each such class shall constitute a quorum for the
transaction of such specified item of business. If no quorum shall be
present, the meeting may, without further notice, be adjourned from time to time
until a quorum shall be present. At
all meetings of the shareholders, a shareholder may vote by proxy executed in
writing (or in such manner prescribed by the Virginia Stock Corporation Act) by
the shareholder, or by the shareholder’s duly authorized
attorney-in-fact.
Section 9. The
Chairman of the Board shall preside at all meetings of the shareholders and, in
his absence, the President shall preside. All meetings of the
shareholders shall be attended by the Secretary of the Company, and he shall,
ex officio be the
Secretary of such meetings. In his absence, a Secretary pro tempore may be
appointed.
ARTICLE
II
Board of
Directors
Section
1. Only persons who are nominated in accordance with the
procedures set forth in this Section 1 shall be eligible to serve as
Directors. Nominations of persons for election to the Board of
Directors of the Company may be made at an annual meeting of the shareholders
(a) by or at the direction of the Board of Directors or (b) by any
shareholder of the Company who is a shareholder of record at the time of giving
notice provided for in this Section 1, who shall be entitled to vote for the
election of Directors at the meeting and who complies with the notice procedures
set forth in this Section 1. Such nominations, other than those made
by or at the direction of the Board of Directors, shall be made pursuant to
timely notice in writing to the Secretary of the Company. To be
timely, a shareholder’s notice shall be delivered to or mailed and received at
the principal office of the Company not less than 60 days nor more than 90 days
prior to the meeting. Such shareholder’s notice shall set forth
(a) as to each person whom the shareholder proposes to nominate for
election or re-election as a Director, all information relating to such person
that is required to be disclosed in the solicitation of proxies for election of
Directors, or is otherwise required, in each case pursuant to Regulation 14A of
the Securities Exchange Act of 1934, as amended (including such person’s written
consent to being named in the proxy statement as a nominee and to serving as a
Director if elected); and (b) as to the shareholder giving the notice
(i) the name and address, as they appear on the Company’s share transfer
records, of such shareholder and (ii) the class and number of shares of the
Company which are beneficially owned by such shareholder. At the
request of the Board of Directors, any person nominated by the Board of
Directors for election as a Director shall furnish to the Secretary of the
Company that information required to be set forth in a shareholder’s notice of
nomination which pertains to the nominee. No person shall be eligible
for election as a Director of the Company unless nominated in accordance with
the procedures set forth in this Section 1. The Chairman of the
meeting shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the provisions of this Section 1 and
the defective nomination shall be disregarded. Notwithstanding the
foregoing provisions of this Section 1, a shareholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this Section 1.
Section 2. The
Board of Directors shall hold its meetings at such times and at such places
within or without the Commonwealth of Virginia as it may from time to time
designate, or if the Board has fixed no place, then at the principal office of
the Company located in the City of Richmond, Virginia. A meeting may
be called at any time by the Chairman, the President or by any three
Directors. Meetings of the Board of Directors shall be held at least
quarterly.
Section 3. Immediately
following the annual meeting of the shareholders at which the Directors are
elected, an organizational meeting of the Board of Directors shall be held for
the purpose of electing the officers of the Company and for the transaction of
any other business which may be brought before it relating to the management of
the business and affairs of the Company. No notice other than this
Bylaw provision shall be required for the holding of this organizational meeting
and for the transaction of business at such meeting or any adjournment
thereof.
Regular
meetings of the Board of Directors may be held at such designated times and
places as may be determined by the Board of Directors, and the notices of such
regular meetings shall be in such form as may be prescribed by the Board of
Directors.
Notice of
the time and place of special meetings of the Board of Directors shall be given
to each Director by the Secretary of the Company or in his absence or inability
to act, by the President, or by the Treasurer or by such other officer as may be
designated by the Executive Committee, orally or in writing, in person or by
mail, private courier, telephone, telegraph, teletype, or other similar form of
wire or wireless communication.
Notice of
any meeting, regular or special, shall be deemed to have been duly given if
delivered in whatever form and in sufficient time to permit the Director to whom
the notice is given and received to attend the meeting using the ordinary and
usual means of transportation normally available to the Director.
If upon
the request of any three Directors, the Secretary or other designated officer of
the Company shall fail or refuse to call a meeting of the Board of Directors,
then the call may be given provided it is in writing and signed by the three
Directors requesting the meeting. Such notice, when so given to each
other member of the Board of Directors, shall be deemed to be proper notice of
the meeting.
Section 4. A
majority of the number of Directors fixed by the Bylaws shall constitute a
quorum, but if upon a call for a meeting, there shall not be a quorum present,
the Directors present may adjourn the meeting from time to time until a quorum
is present. All questions coming before the Board of Directors shall
be determined by the majority vote of the Directors present.
ARTICLE
III
Committees
Section 1. The
Board of Directors may designate three or more of their number, of whom the
Chief Executive Officer shall ex officio be a member,
to constitute an Executive Committee, which shall have and exercise all the
powers of the Board that may be lawfully delegated, including the power to
authorize the seal of the Company to be affixed to such documents as may require
it. The acts and records of the Executive Committee shall at all
times be subject to the supervision and control of the Board of Directors when
in session. A majority of the number of members of the Executive
Committee shall constitute a quorum, and all questions coming before the
Executive Committee shall be determined by the majority vote of the members of
the Committee.
Section 2. The
Board of Directors shall elect from their number a Finance Committee that shall
have such membership requirements, duties and responsibilities as set forth in
the Finance Committee Charter adopted by the Board of Directors.
Section 3. The
Board of Directors shall elect from their number an Audit Committee that shall
have such membership requirements, duties and responsibilities as set forth in
the Audit Committee Charter adopted by the Board of Directors.
Section 4. The
Board of Directors shall elect from their number an Executive Compensation and
Nominating Committee that shall have such membership requirements, duties and
responsibilities as set forth in the Executive Compensation and Nominating
Committee Charter adopted by the Board of Directors.
Section 5. The
Board of Directors shall elect from their number a Pension Investment Committee
that shall have such membership requirements, duties and responsibilities as set
forth in the Pension Investment Committee Charter adopted by the Board of
Directors.
This
authority shall not cause the Pension Investment Committee to assume the role of
“plan administrator”, “trustee”, or “custodian” for any employee benefit
plan.
Section 6. The
Board of Directors may establish and charge with appropriate duties such other
committees as it may deem necessary or desirable.
ARTICLE
IV
Officers
Section 1. The
Board of Directors, at the organizational meeting following the annual meeting
of the shareholders, shall elect the Chief Executive Officer, such officers as
may be required by law, and such other officers as they may deem
proper. From time to time and as necessary, additional officers may
be elected by the Board of Directors.
Section 2. The
term of office of all officers shall be one year and until their respective
successors are elected. Any officer may be removed from office by the
Board of Directors at any time and with or without cause, unless otherwise
stated by agreement in writing duly authorized by the Board of
Directors. The officers of the Company shall have such duties as
generally pertain to their respective offices, as well as such powers and duties
as from time to time shall be conferred upon them by the Board of
Directors.
Section 3. In
case of the absence or inability to act or disqualification of any officer, his
duties shall be discharged by his associate or assistant officer, and if there
be none and no other provision has been made therefor, the Board of Directors
shall delegate his powers and duties to another officer or shall appoint some
other person to act in his stead.
ARTICLE
V
Emergency
Provisions
Section 1. The
provisions of this Article shall be effective only in the event of and during
the period of an emergency. An emergency exists for purposes of this
Article if a quorum of the Board of Directors cannot be readily assembled
because of some catastrophic event.
Section 2. The
officers and employees of the Company shall continue to conduct the affairs of
the Company under such guidance from the Directors as may be available, except
as to matters which by statute, notwithstanding the existence of the emergency,
require approval of the Board of Directors and subject to conformance with any
governmental directive during the emergency.
Section 3. Any
senior officer or Director may call a meeting of the Board of Directors, and
those who are present at the meeting shall constitute a quorum of the Board for
the full conduct and management of the business and affairs of the
Company. Notice of the meeting given to those Directors, to whom it
may readily be given under the existing circumstances, shall be sufficient and
may be given by such means as it is feasible at the time, including by
publication or by radio.
Section 4. In
the absence, disability or refusal to act of any officer, the Board of Directors
may delegate such officer’s powers to any other officer, or to any Director for
the time being.
ARTICLE
VI
Checks and
Notes
Section 1. All
checks given by the Company in the course of its business shall be signed in
such manner as prescribed from time to time by the Finance
Committee.
Section 2. All
notes and bonds given by the Company in the course of its business shall be
signed by any one of the Treasurer, Secretary, an Assistant Treasurer, or an
Assistant Secretary, jointly together with any one of the Chairman, Vice
Chairman, President, a Vice President, or by such other persons and in such
manner as may be prescribed from time to time by the Finance Committee of the
Board of Directors.
ARTICLE
VII
Corporate
Seal
The
corporate seal of the Company shall consist of two concentric circles, around
the inner edge of which shall be engraved the words “UNIVERSAL CORPORATION,
RICHMOND, VA.” and across the center thereof the word “SEAL” and the figures
“1918.”
ARTICLE
VIII
Use of
Masculine
Whenever
a masculine term is used in these Bylaws, it shall be deemed to include the
feminine.
ARTICLE
IX
Dividends
The Board
of Directors may, subject to the provisions of the Articles of Incorporation of
the Company, annually, semi-annually, quarterly or monthly, declare dividends as
it may deem prudent.
ARTICLE
X
Amendments
These
Bylaws may be altered, amended or repealed by vote of the majority of the whole
number of Directors at any meeting of the Board of Directors, or by the
shareholders at any annual meeting of the shareholders of the Company, or at any
special meeting when due notice of such proposed amendment has been given,
subject to the provisions of the Articles of Incorporation of the
Company.
